þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
34-1505819
(I.R.S. Employer Identification No.) |
|
5875 Landerbrook Drive, Cleveland, Ohio
(Address of Principal Executive Offices) |
44124-4069
(Zip Code) |
Name of Each Exchange | ||
Title of Each Class | on Which Registered | |
Class A Common Stock, Par Value $1.00 Per Share | New York Stock Exchange |
Large accelerated filer o | Accelerated filer þ |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
PAGE | ||||||||||
PART I. | ||||||||||
Item 1. | 1 | |||||||||
Item 1A. | 19 | |||||||||
Item 1B. | 27 | |||||||||
Item 2. | 27 | |||||||||
Item 3. | 29 | |||||||||
Item 4. | 29 | |||||||||
Item 4A. | 30 | |||||||||
|
||||||||||
PART II. | ||||||||||
Item 5. | 34 | |||||||||
Item 6. | 36 | |||||||||
Item 7. | 38 | |||||||||
Item 7A. | 80 | |||||||||
Item 8. | 81 | |||||||||
Item 9. | 81 | |||||||||
Item 9A. | 81 | |||||||||
Item 9B. | 81 | |||||||||
|
||||||||||
PART III. | ||||||||||
Item 10. | 81 | |||||||||
Item 11. | 82 | |||||||||
Item 12. | 82 | |||||||||
Item 13. | 82 | |||||||||
Item 14. | 82 | |||||||||
|
||||||||||
PART IV. | ||||||||||
Item 15. | 82 | |||||||||
|
||||||||||
SIGNATURES | 83 | |||||||||
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | F-1 | |||||||||
EXHIBIT INDEX | X-1 | |||||||||
EX-10.24 | ||||||||||
EX-10.25 | ||||||||||
EX-10.26 | ||||||||||
EX-10.41 | ||||||||||
EX-10.42 | ||||||||||
EX-10.86 | ||||||||||
EX-10.87 | ||||||||||
EX-10.88 | ||||||||||
EX-10.117 | ||||||||||
EX-10.118 | ||||||||||
EX-10.119 | ||||||||||
EX-21 | ||||||||||
EX-23.1 | ||||||||||
EX-24.1 | ||||||||||
EX-24.2 | ||||||||||
EX-24.3 | ||||||||||
EX-24.4 | ||||||||||
EX-24.5 | ||||||||||
EX-24.6 | ||||||||||
EX-24.7 | ||||||||||
EX-24.8 | ||||||||||
EX-24.9 | ||||||||||
EX-31.I.1 | ||||||||||
EX-31.I.2 | ||||||||||
EX-32 | ||||||||||
EX-99 |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
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Distribution
Electric
Utilities/
Independent
Synfuels
Power Provider
Plant
82
%
18
%
82
%
18
%
82
%
18
%
82
%
18
%
82
%
18
%
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2009
2008
2007
15.0
14.6
15.0
8.1
7.5
7.8
3.8
4.1
4.2
3.2
3.1
2.9
3.4
2.8
3.6
33.5
32.1
33.5
0.7
0.6
0.5
$
16.42
$
15.22
$
13.21
Table of Contents
2009
2008
Proven and Probable Reserves (a)(b)
Committed Under
Tons
Owned
Leased
Total Committed
Tons
Contract
Uncommitted
Total
Delivered
Reserves
Reserves
and Uncommitted
Delivered
Contract
Mine/Reserve
Type of Mine
(Millions of Tons)
(Millions)
(%)
(%)
(Millions of Tons)
(Millions)
Expires
Surface Lignite
573.6
573.6
15.1
2
%
98
%
579.9
14.7
2017
(d)
Surface Lignite
469.9
469.9
8.1
1
%
99
%
473.8
7.5
2045
Surface Lignite
(e
)
(e
)
(e
)
3.3
(e
)
(e
)
(e
)
4.1
2035
Surface Lignite
(e
)
(e
)
(e
)
(g
)
(e
)
(e
)
(e
)
(g
)
2030
Surface Lignite
(e
)
(e
)
(e
)
(g
)
(e
)
(e
)
(e
)
(g
)
2043
Surface Sub-bituminous
(e
)
(e
)
(e
)
(g
)
(e
)
(e
)
(e
)
(g
)
2012
(h)
Surface Lignite
(e
)
(e
)
(e
)
3.2
(e
)
(e
)
(e
)
3.1
2010
Surface Lignite
132.3
99.4
231.7
3.7
28
%
72
%
249.9
3.0
2032
1,175.8
99.4
1,275.2
33.4
1,303.6
32.4
595.7
595.7
0
%
100
%
578.9
165.1
165.1
52
%
48
%
176.9
28.6
28.6
100
%
0
%
28.3
142.2
142.2
0
%
100
%
142.2
931.6
931.6
926.3
1,175.8
1,031.0
2,206.8
2,229.9
Coal Formation or
Average Seam
Average
Average Coal Quality (As received)
Mine/Reserve
Type of Mine
Coal Seam(s)
Thickness (feet)
Depth (feet)
BTUs/lb
Sulfur (%)
Ash (%)
Moisture (%)
Surface Lignite
Beulah-Zap Seams
18
130
6,700
0.9
%
9
%
36
%
Surface Lignite
Hagel A&B, Tavis
Creek Seams
8
60
6,200
0.6
%
11
%
38
%
Surface Lignite
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
Surface Lignite
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
Surface Lignite
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
Surface Lignite
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
Surface Lignite
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
(e
)
Surface Lignite
C, D, E, F, G, H Seams
4
150
5,200
0.6
%
14
%
43
%
Fort Union Formation
13
130
6,500
0.8
%
8
%
38
%
Wilcox Formation
8
120
6,800
1.0
%
16
%
30
%
Freeport & Kittanning
4
400
12,070
3.3
%
12
%
3
%
Wilcox Formation
12
130
5,200
0.6
%
13
%
44
%
(a)
Committed and uncommitted tons represent in-place estimates. The projected extraction loss is approximately 10% of the proven and probable reserves, except with respect to the Eastern Undeveloped Mining Operations, in which case the extraction loss is approximately 30% of the proven and probable reserves.
(b)
NACoals reserve estimates are based on the entire drill hole database, which was used to develop a geologic computer model using a 200 foot grid and inverse distance to the second power as an interpolator. None of NACoals coal reserves have been reviewed by independent experts. As such, all reserves are considered proven (measured) within NACoals reserve
estimate.
(c)
The contracts for these mines require the customer to cover the cost of the ongoing replacement and upkeep of the plant and equipment of the mine.
(d)
Although the term of the existing coal sales agreement terminates in 2017, the term may be extended for four additional periods of five years, or until 2037, at the option of The Coteau Properties Company.
(e)
The reserves are owned and controlled by the customer and, therefore, have not been listed in the table.
(f)
The proven and probable reserves included in the table do not include coal that is leased to others. NACoal had 80.7 million tons and 78.8 million tons in 2009 and 2008, respectively, of Eastern Undeveloped Mining Operations with leased coal committed under contract.
(g)
The contracts for these mines were executed during 2009, and no coal was delivered during 2009 or 2008.
(h)
Although the term of the existing contract mining agreement expires in 2012, it extends automatically if NACoals customers third-party coal supply agreement is extended, and can be terminated in certain circumstances by either party.
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Year NACoal
Started Dragline
Quarry Name
Location
Quarry Owner
Operations
Miami
WRQ
1995
Miami
WRQ
2005
Miami
Cemex
2003
Ft. Myers
Cemex
2004
Miami
Cemex
2005
Miami
Tarmac
2005
Miami
Cemex
2006
Miami
Cemex
2009
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Total Historical Cost of Mine
Property, Plant and Equipment
(excluding Coal Lands, Real Estate
and Construction in Progress), Net of
Applicable Accumulated
Mine
Amortization and Depreciation
(
in millions)
$
96.6
$
91.0
$
155.9
$
$
$
$
0.3
$
30.0
$
3.2
Table of Contents
the Surface Mining Control and Reclamation Act of 1977 (SMCRA);
the Clean Air Act, including amendments to that act in 1990 (CAA);
the Clean Water Act of 1972 (the Clean Water Act);
the Resource Conservation and Recovery Act; and
the Comprehensive Environmental Response, Compensation and Liability Act.
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potential political, economic and social instability in the foreign countries in which NMHG operates;
currency risks, see the risk factor titled The pricing and costs of NMHGs products have been and
may continue to be impacted by foreign currency fluctuations, which could materially increase the
Companys costs, result in material exchange losses and materially reduce operating margins;
imposition of or increases in currency exchange controls;
potential inflation in the applicable foreign economies;
imposition of or increases in import duties and other tariffs on NMHGs products;
imposition of or increases in foreign taxation of earnings and withholding on payments received by
NMHG from its subsidiaries;
regulatory changes affecting international operations; and
stringent labor regulations.
Table of Contents
the insolvency or bankruptcy of any key customer;
a declining market in which customers materially reduce orders or demand lower
prices; or
a strike or work stoppage at a key customer facility, which could affect both its
suppliers and customers.
currency fluctuations;
labor unrest;
potential political, economic and social instability;
lack of developed infrastructure;
restrictions on transfers of funds;
import and export duties and quotas;
changes in domestic and international customs and tariffs;
uncertainties involving the costs to transport products;
long distance shipping routes dependent upon a small group of shipping and rail
carriers;
unexpected changes in regulatory environments;
regulatory issues involved in dealing with foreign suppliers and in exporting and
importing products;
difficulty in complying with a variety of foreign laws;
difficulty in obtaining distribution and support; and
potentially adverse tax consequences.
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Item 2.
PROPERTIES
Owned/
Region
Facility Location
Leased
Function(s)
Berea, Kentucky
Owned
Assembly of lift trucks and manufacture of component
parts
Danville, Illinois
Owned
Americas parts distribution center
Greenville,
North Carolina
Owned
Divisional headquarters and marketing and sales
operations for Hyster
®
and Yale
®
in Americas; Americas warehouse development center;
assembly of lift trucks and manufacture of component
parts
Fairview, Oregon
Owned
Counterbalanced development center for design and
testing of lift trucks, prototype equipment and
component parts
Portland, Oregon
Leased
Global executive administrative center
Ramos Arizpe,
Mexico
Owned
Manufacture of component parts for lift trucks
Sao Paulo, Brazil
Owned
Assembly of lift trucks and marketing operations for Brazil
Sulligent, Alabama
Owned
Manufacture of component parts for lift trucks
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Owned/
Region
Facility Location
Leased
Function(s)
Craigavon,
Northern Ireland
Owned
Manufacture of lift trucks; cylinder and transmission
assembly; mast fabrication and assembly for Europe
Fleet, England
Leased
European executive center; marketing and sales
operations for Hyster
®
and Yale
®
in Europe
Irvine, Scotland
Leased
European administrative center
Masate, Italy
Leased
Assembly of lift trucks; European warehouse development
center
Nijmegen,
The Netherlands
Owned
Big trucks development center; manufacture and assembly
of big trucks and component parts; European parts
distribution center
Shanghai, China
Owned (1)
Assembly of lift trucks by Shanghai Hyster joint venture
Sydney, Australia
Leased
Divisional headquarters and sales and marketing for
Asia-Pacific; Asia-Pacific parts distribution center
Pune, India
Leased
Engineering design services
(1)
This facility is owned by Shanghai Hyster Forklift Ltd., NMHGs Chinese joint venture company.
Europe
Asia-Pacific
Australia (2)
Singapore (1)
Owned/
Facility Location
Leased
Function(s)
Leased
Corporate headquarters
(1
)
Distribution center
Leased
Distribution center
(1
)
Distribution center
Leased
Distribution center
Owned
Service center for customer
returns; catalog distribution
center; parts distribution
center
Leased
Representative office
Leased
Hamilton Beach Brands Canada
sales and administration
headquarters
Leased
Customer service center
(1)
This facility is managed by a third-party distribution provider.
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Table of Contents
Name
Age
Current Position
Other Positions
68
Chairman, President
and Chief Executive
Officer of NACCO
(from prior to
2005), Chairman of
NMHG (from October
2008), Chairman of
HBB (from January
2010), Chairman of
KC (from January
2010), Chairman of
NACoal (from
February 2010)
60
Vice President,
General Counsel and
Secretary of NACCO
(from prior to
2005), Vice
President, General
Counsel and
Secretary of NMHG
(from October 2008)
49
Vice President
Corporate
Development and
Treasurer of NACCO
(from prior to
2005), Senior Vice
President
Project Development
and Administration
of NACoal (from
January 2010)
From May 2008 to
January 2010,
Senior Vice
President
Project Development
of NACoal.
48
Assistant General
Counsel (from
October 2005) and
Assistant Secretary
of NACCO (from May
2007)
From prior to 2005
to October 2005,
Partner, Jones Day
(law firm).
55
Vice President
Consulting Services
of NACCO (from
prior to 2005),
Senior
Vice-President,
Marketing and
Consulting of NMHG
(from October 2008)
50
Vice President and
Controller of NACCO
(from prior to
2005), Vice
President and Chief
Financial Officer
of NMHG (from
October 2008)
47
Associate General
Counsel and
Assistant Secretary
of NACCO (from
December 2008)
From April 2007 to
December 2008, Vice
President, General
Counsel and Chief
Compliance Officer,
Keithley
Instruments, Inc.
(developer,
manufacturer and
marketer of
electronic
instruments). From
January 2006 to
April 2007,
Assistant General
Counsel, Platinum
Equity, LLC (a
private equity
firm). From prior
to 2005 to November
2005, Senior Vice
President, General
Counsel, SourceOne
Healthcare
Technologies Inc.,
a Platinum Equity
Company
(distributor of
imaging equipment).
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Name
Age
Current Position
Other Positions
59
President and Chief
Executive Officer
of NMHG (from June
2006)
From October 2005
to June 2006,
Executive Vice
President of NMHG.
From prior to 2005
to October 2005,
Senior Vice
President,
International
Operations and
Development of
NMHG.
60
Controller of NMHG
(from prior to
2005)
57
Treasurer of NMHG
(from prior to
2005)
54
Managing Director,
Europe, Africa and
Middle East of NMHG
(from February
2006)
From January 2005
to February 2006,
Independent
Business
Consultant. From
prior to 2005 to
January 2005,
President, Villeroy
& Boch AG (an
international
industrial
enterprise).
61
Vice President,
Human Resources of
NMHG (from prior to
2005)
46
Vice President,
Global Product
Development of NMHG
(from July 2007)
From November 2005
to July 2007, Vice
President, Global
Product
Development,
International Truck
and Engine
Corporation (an
industrial
company). From
prior to 2005 to
November 2005,
Director,
Engineering,
International Truck
and Engine
Corporation (an
industrial
company).
57
Vice President,
Asia-Pacific of
NMHG (from October
2008)
From February 2006
to October 2008,
Vice President,
Chief Marketing
Officer of NMHG.
From October 2005
to February 2006,
Vice President,
Marketing of NMHG.
From prior to 2005
to October 2005,
Vice President,
Marketing and
Retail Operations,
EAME of NMHG.
60
Vice President,
Global Supply Chain
of NMHG (from
November 2006)
From May 2005 to
February 2006, Vice
President of Supply
Chain Management,
Brunswick Boat
Group (an
industrial
company). From
prior to 2005 to
May 2005, Vice
President of
International
Procurement, Maytag
Corporation (an
international
industrial
enterprise).
65
Vice President,
Finance and
Information Systems
of NMHG (from
October 2008)
From prior to 2005
to October 2008,
Vice President,
Finance and
Information Systems
and Chief Financial
Officer of NMHG.
55
Vice President and
Chief Operating
Officer of NMHG
(from October 2005)
From prior to 2005
to October 2005,
Vice President of
NMHG; President,
Americas of NMHG.
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Name
Age
Current Position
Other Positions
48
President and Chief Executive Officer
of HBB (from January 2010), Chief
Executive Officer of KC (from
January 2010)
From June 2008 to
January 2010, Vice
President, Global
Marketing of HBB.
From prior to 2005
to June 2008, Vice
President,
Marketing of HBB.
From April 2009 to
January 2010,
Interim President
and Chief Executive
Officer of KC.
53
Vice President Engineering and
Information Technology of HBB (from
June 2008)
From prior to 2005
to June 2008, Vice
President
Engineering and New
Product Development
of HBB.
58
Vice President, General Counsel and
Secretary of HBB (from May 2007)
From June 2006 to
May 2007, Vice
President, General
Counsel and Human
Resources, and
Secretary of HBB.
From February 2005
to June 2006, Vice
President, General
Counsel and Human
Resources of HBB.
From prior to 2005
to February 2005,
Vice President,
General Counsel and
Secretary of HBB.
49
Senior Vice President, Global
Operations of HBB (from
January 2010)
From May 2007 to
January 2010, Vice
President, Global
Operations of HBB.
From February 2005
to May 2007, Vice
President
Operations and
Information Systems
of HBB. From prior
to 2005 to February
2005, Vice
President
Operations of HBB.
52
Vice President, Chief Financial
Officer and Treasurer of HBB (from
January 2007)
From February 2005
to January 2007,
Vice President
Finance and
Treasurer of HBB.
From prior to 2005
to February 2005,
Vice President
Treasurer of HBB.
45
Senior Vice President, North
American Sales and Marketing of HBB
(from January 2010)
From July 2008 to
January 2010, Vice
President, North
America Sales of
HBB. From March
2007 to July 2008,
Vice President,
U.S. Consumer Sales
of HBB. From
January 2005 to
March 2007, Vice
President,
International and
National Account
Sales of HBB. From
prior to 2005 to
January 2005, Vice
President, National
Account Sales of
HBB.
Name
Age
Current Position
Other Positions
53
President of KC (from January 2010)
From February 2009
to January 2010,
Senior Vice
President, General
Merchandise Manager
of KC. From prior
to 2005 to January
2009, Vice
President,
Divisional
Merchandise
Manager, Linens n
Things, Inc. (an
international
retailer).
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Name
Age
Current Position
Other Positions
62
President and Chief
Executive Officer
of NACoal (from
March 2006)
From September 2005
to March 2006,
Executive Vice
President and Chief
Operating Officer
of NACoal. From
prior to 2005 to
September 2005,
Vice President
Eastern and
Southern Operations
of NACoal; General
Manager of MLMC.
52
Vice President and
Chief Financial
Officer of NACoal
(from May 2008)
From March 2005 to
May 2008, Vice
President
Financial Services
of NACoal. From
prior to 2005 to
June 2006,
Controller of
NACoal. From prior
to 2005 to March
2005, Director of
Tax of NACoal.
58
Vice President
Southern Operations
of NACoal (from May
2008)
From June 2006 to
May 2008, Vice
President
Engineering and
Eastern Operations
of NACoal. From
prior to 2005 to
June 2006,
President of
Sabine.
62
Vice President
Engineering, Human
Resources and
International
Operations of
NACoal (from May
2008)
From June 2006 to
May 2008, Vice
President
Southern Operations
and Human Resources
of NACoal. From
prior to 2005 to
June 2006, General
Manager of San
Miguel.
62
Treasurer of NACoal
(from prior to
2005)
63
Vice President
Law and
Administration, and
Secretary of NACoal
(from prior to
2005)
54
Controller of
NACoal (from
October 2009)
From June 2006 to
October 2009,
Director of
Accounting and
Financial Planning
of NACoal. From
prior to 2005 to
June 2006,
Accounting Manager
of NACoal.
Table of Contents
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
F-26
F-27
F-28
F-29
F-30
F-31
F-32
F-33
F-34
F-35
F-36
F-37
F-38
F-39
F-40
F-41
F-42
F-43
F-44
F-45
F-46
F-47
F-48
F-49
F-50
F-51
F-52
F-53
F-54
F-55
F-56
X-1
X-2
X-3
X-4
X-5
X-6
X-7
X-8
X-9
X-10
X-11
Item 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
2009
Sales Price
Cash
High
Low
Dividend
$
41.71
$
13.66
51.50¢
$
44.80
$
25.59
51.75¢
$
63.09
$
27.09
51.75¢
$
73.54
$
47.91
51.75¢
2008
Sales Price
Cash
High
Low
Dividend
$
107.00
$
68.84
50.00¢
$
95.46
$
74.35
51.50¢
$
125.50
$
70.43
51.50¢
$
95.22
$
25.88
51.50¢
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(d)
Maximum
Number of Shares
(c)
(or Approximate
(a)
Total Number of
Dollar Value) that
Total Number
(b)
Shares Purchased as
May Yet Be
of Shares
Average Price
Part of the Publicly
Purchased Under
Period
Purchased
Paid per Share
Announced Program
the Program (1)
0
0
0
$
100,000,000
0
0
0
$
100,000,000
0
0
0
$
100,000,000
0
0
0
$
100,000,000
(1)
On November 15, 2007, the Company announced that its Board of Directors had authorized a
stock repurchase program (the Program). Under the terms of the Program, the Company may
repurchase up to a total of $100.0 million of shares of the Companys Class A Common Stock.
The Company may repurchase shares on the open market or in privately negotiated transactions,
including block trades. During the fourth quarter of 2009, the Company did not make any
purchases under the terms of the Program. The Program terminated on December 31, 2009.
Table of Contents
Item 6.
SELECTED FINANCIAL DATA
Year Ended December 31
2009
2008
(1)
2007
2006
2005
(In millions, except per share data)
$
2,310.6
$
3,665.1
$
3,590.0
$
3,327.6
$
3,144.2
$
59.1
$
(389.5
)
$
139.2
$
171.1
$
107.9
$
8.4
$
(439.7
)
$
89.7
$
90.5
$
56.9
22.6
2.3
0.6
2.8
1.4
12.8
4.7
$
31.0
$
(437.4
)
$
90.3
$
106.1
$
63.0
0.1
(0.2
)
0.1
0.7
0.1
$
31.1
$
(437.6
)
$
90.4
$
106.8
$
63.1
$
8.5
$
(439.9
)
$
89.8
$
91.2
$
57.0
22.6
2.3
0.6
2.8
1.4
12.8
4.7
$
31.1
$
(437.6
)
$
90.4
$
106.8
$
63.1
$
1.03
$
(53.12
)
$
10.87
$
11.07
$
6.93
2.72
0.28
0.07
0.34
0.17
1.56
0.57
$
3.75
$
(52.84
)
$
10.94
$
12.97
$
7.67
$
1.03
$
(53.12
)
$
10.86
$
11.06
$
6.93
2.72
0.28
0.07
0.34
0.17
1.56
0.57
$
3.75
$
(52.84
)
$
10.93
$
12.96
$
7.67
Table of Contents
Year Ended December 31
2009
2008
(1)
2007
2006
2005
(In millions, except per share and employee data)
$
1,488.7
$
1,687.9
$
2,427.3
$
2,154.5
$
2,091.6
$
377.6
$
400.3
$
439.3
$
359.9
$
406.2
$
396.6
$
356.7
$
891.4
$
791.3
$
700.9
$
157.0
$
4.9
$
81.4
$
173.5
$
75.2
$
23.1
$
(71.4
)
$
(59.9
)
$
(35.3
)
$
(56.3
)
$
(64.1
)
$
(83.2
)
$
64.4
$
(105.8
)
$
(1.8
)
$
2.068
$
2.045
$
1.980
$
1.905
$
1.848
$
49.80
$
37.41
$
99.69
$
136.60
$
117.15
$
47.82
$
43.05
$
107.80
$
96.05
$
85.21
8.294
8.286
8.269
8.238
8.226
8.290
8.281
8.263
8.234
8.223
8.296
8.281
8.272
8.242
8.226
8,600
9,500
10,600
11,300
11,100
(1)
During the fourth quarter of 2008, the Companys stock price significantly
declined compared with previous periods and the Companys market value of equity was below its
book value of tangible assets and the book value of equity. The Company performed an interim
impairment test, which indicated that goodwill and certain other intangibles were impaired at
December 31, 2008. Therefore, the Company recorded a non-cash impairment charge of $435.7
million during the fourth quarter of 2008.
(2)
During 2009, NACoal completed the sale of certain assets of the Red River Mining
Company (Red River). The results of operations of Red River are reflected as discontinued
operations in the table above.
(3)
An extraordinary gain was recognized in 2006 and 2005 as a result of a reduction
to Bellaire Corporations estimated closed mine obligations relating to amounts owed to the
United Mine Workers of America Combined Benefit Fund arising as a result of the Coal Industry
Retiree Health Benefit Act of 2006.
(4)
Includes employees of the unconsolidated mines and excludes employees of Red
River.
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
(2)
2007
$
8.5
$
(439.9
)
$
89.8
22.6
2.3
0.6
$
31.1
$
(437.6
)
$
90.4
$
1.03
$
(53.12
)
$
10.87
2.72
0.28
0.07
$
3.75
$
(52.84
)
$
10.94
$
1.03
$
(53.12
)
$
10.86
2.72
0.28
0.07
$
3.75
$
(52.84
)
$
10.93
(1)
During 2009, NACoal completed the sale of certain assets of the Red
River Mining Company (Red River). The results of operations of Red River are
reflected as discontinued operations.
(2)
During the fourth quarter of 2008, the Companys stock price
significantly declined compared with previous periods and the Companys market
value of equity was below the book value of tangible assets and the book value of
equity. The Company performed an interim impairment test, which indicated that
goodwill and certain other intangibles were impaired at December 31, 2008.
Therefore, the Company recorded a non-cash impairment charge of $435.7 million
during the fourth quarter of 2008.
Income (Loss)
Net Income
Operating
from Continuing
(Loss) Attributable
Revenues
Profit (Loss)
Operations
to Stockholders
$
3,665.1
$
(389.5
)
$
(439.7
)
$
(437.6
)
(1,349.1
)
312.8
332.6
332.9
(31.7
)
111.2
99.4
99.4
12.1
18.9
13.9
13.9
14.2
12.8
10.8
31.1
(7.1
)
(8.6
)
(8.6
)
$
2,310.6
$
59.1
$
8.4
$
31.1
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
28.9
$
(421.0
)
$
114.0
$
10.1
$
(147.4
)
$
39.9
(11.9
)
10.1
1.1
29.8
2.2
0.1
(1.3
)
(1.6
)
(0.4
)
(1.2
)
(2.5
)
1.6
(1.6
)
(1.8
)
(1.9
)
(2.6
)
25.5
(2.2
)
16.4
2.8
(6.9
)
(6.5
)
(5.7
)
(7.3
)
(3.1
)
(5.9
)
(2.4
)
148.8
1.2
(0.8
)
(1.5
)
5.0
1.4
3.8
13.0
140.6
(14.3
)
$
20.5
$
18.7
$
23.4
70.9
%
(a
)
20.5
%
(a)
The effective income tax rate is not meaningful.
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
854.5
$
1,592.6
$
1,552.0
390.1
895.3
836.1
165.4
252.2
193.8
1,410.0
2,740.1
2,581.9
16.0
22.0
46.3
49.2
62.2
91.5
65.2
84.2
137.8
$
1,475.2
$
2,824.3
$
2,719.7
$
27.3
$
(194.6
)
$
26.6
(46.2
)
(103.6
)
39.5
(10.2
)
(44.5
)
0.2
(29.1
)
(342.7
)
66.3
(0.9
)
(1.0
)
1.8
(1.2
)
(0.3
)
(10.8
)
(2.1
)
(1.3
)
(9.0
)
$
(31.2
)
$
(344.0
)
$
57.3
$
(18.4
)
$
(24.2
)
$
(21.7
)
(0.6
)
(1.7
)
(3.7
)
$
(19.0
)
$
(25.9
)
$
(25.4
)
$
3.3
$
9.7
$
12.5
0.1
(0.1
)
(0.2
)
$
3.4
$
9.6
$
12.3
$
(40.0
)
$
(365.6
)
$
48.2
(3.1
)
(10.4
)
(8.9
)
$
(43.1
)
$
(376.0
)
$
39.3
9.3
%
(a
)
15.8
%
(19.2
%)
(a
)
31.0
%
7.7
%
(a
)
11.3
%
(a)
The effective income tax rate is not meaningful.
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Revenues
$
2,824.3
(1,160.8
)
(100.3
)
(81.9
)
(33.5
)
(11.1
)
(8.0
)
46.5
$
1,475.2
Operating
Loss
$
(344.0
)
9.1
351.1
16.2
(159.6
)
63.0
57.5
(0.4
)
(23.3
)
(9.3
)
1.4
$
(31.2
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Revenues
$
2,719.7
83.3
63.9
48.3
9.9
8.9
(84.5
)
(25.2
)
$
2,824.3
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit (Loss)
$
57.3
8.0
65.3
(39.0
)
(27.0
)
13.1
3.8
16.2
(351.1
)
(9.1
)
$
(344.0
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
Change
$
(43.2
)
$
(375.8
)
$
332.6
36.2
42.0
(5.8
)
351.1
(351.1
)
9.3
9.1
0.2
(0.1
)
32.1
(32.2
)
133.8
(3.9
)
137.7
160.3
26.7
133.6
(160.4
)
(104.7
)
(55.7
)
(20.0
)
(3.9
)
(16.1
)
115.9
(27.3
)
143.2
(5.8
)
(41.2
)
35.4
11.3
3.7
7.6
0.3
0.3
5.8
(37.5
)
43.3
$
121.7
$
(64.8
)
$
186.5
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
Change
$
(18.3
)
$
(13.0
)
$
(5.3
)
35.0
25.0
10.0
(35.0
)
36.0
(71.0
)
$
(18.3
)
$
48.0
$
(66.3
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Payments Due by Period
Contractual Obligations
Total
2010
2011
2012
2013
2014
Thereafter
$
217.1
$
2.2
$
1.7
$
160.2
$
53.0
$
$
14.5
5.1
5.0
4.2
0.2
23.5
13.2
4.0
3.0
2.4
0.9
1.5
0.8
0.4
0.2
0.1
6.5
2.6
1.7
1.3
0.7
0.2
113.9
51.2
31.8
18.7
9.0
2.8
0.4
273.3
266.2
4.7
2.4
$
650.3
$
341.3
$
49.3
$
187.6
$
65.4
$
3.9
$
2.8
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Planned
Actual
Actual
2010
2009
2008
$
15.1
$
5.8
$
41.2
December 31
December 31
2009
2008
Change
$
163.2
$
58.0
$
105.2
290.8
387.4
(96.6
)
454.0
445.4
8.6
(35.0
)
35.0
(246.4
)
(256.0
)
9.6
$
207.6
$
154.4
$
53.2
54
%
65
%
(11
%)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
497.0
$
528.7
$
540.7
$
50.4
$
(60.8
)
$
42.2
$
(8.6
)
$
(10.4
)
$
(10.1
)
$
(0.3
)
$
0.6
$
(0.4
)
$
26.1
$
(73.3
)
$
19.5
37.1
%
(a
)
38.5
%
(a)
The effective income tax rate is not meaningful.
Revenues
$
528.7
(32.9
)
(6.7
)
7.9
$
497.0
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit (Loss)
$
(60.8
)
80.7
19.9
22.5
7.7
0.3
$
50.4
Revenues
$
540.7
(13.6
)
(2.3
)
3.9
$
528.7
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit (Loss)
$
42.2
0.5
42.7
(29.4
)
5.9
0.7
19.9
(80.7
)
$
(60.8
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
The following tables detail the change in cash flow for the years ended December 31:
2009
2008
Change
$
26.1
$
(73.3
)
$
99.4
3.7
4.2
(0.5
)
80.7
(80.7
)
(0.6
)
(4.6
)
4.0
6.3
11.0
(4.7
)
35.5
18.0
17.5
(2.1
)
(5.7
)
3.6
(2.1
)
(5.7
)
3.6
$
33.4
$
12.3
$
21.1
2009
2008
Change
$
(3.3
)
$
(35.6
)
$
32.3
(3.0
)
(3.0
)
29.0
(29.0
)
$
(6.3
)
$
(6.6
)
$
0.3
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Payments Due by Period
Contractual Obligations
Total
2010
2011
2012
2013
2014
Thereafter
$
116.1
$
1.3
$
1.3
$
1.2
$
112.3
$
$
8.9
2.6
2.6
2.6
1.1
0.4
0.1
0.1
0.2
111.6
111.6
17.0
5.6
3.5
1.9
1.8
1.9
2.3
$
254.0
$
121.1
$
7.4
$
5.8
$
115.2
$
2.0
$
2.5
Planned
Actual
Actual
2010
2009
2008
$
3.9
$
2.1
$
5.7
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
December 31
2009
2008
Change
$
34.1
$
6.8
$
27.3
69.4
74.6
(5.2
)
103.5
81.4
22.1
(116.3
)
(119.6
)
3.3
$
(12.8
)
$
(38.2
)
$
25.4
(a
)
(a
)
(a
)
(a)
Debt to total capitalization is not meaningful.
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
213.9
$
202.3
$
210.0
$
6.7
$
(12.2
)
$
0.5
$
(0.4
)
$
(1.1
)
$
(1.8
)
$
(0.1
)
$
$
(0.1
)
$
3.9
$
(10.0
)
$
(0.9
)
37.1
%
24.8
%
35.7
%
Revenues
$
202.3
9.7
4.7
1.8
(4.6
)
$
213.9
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit (Loss)
$
(12.2
)
3.9
(8.3
)
6.2
3.9
3.2
0.7
0.6
0.4
$
6.7
Revenues
$
210.0
(11.0
)
(6.1
)
8.9
0.5
$
202.3
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit (Loss)
$
0.5
(7.2
)
(1.8
)
(1.7
)
1.1
0.8
(8.3
)
(3.9
)
$
(12.2
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
Change
$
3.9
$
(10.0
)
$
13.9
3.7
3.0
0.7
3.9
(3.9
)
0.1
0.7
(0.6
)
(2.3
)
(4.0
)
1.7
5.4
(6.4
)
11.8
(1.0
)
(6.0
)
5.0
(0.1
)
(0.1
)
(1.1
)
(6.0
)
4.9
$
4.3
$
(12.4
)
$
16.7
2009
2008
Change
$
$
(0.1
)
$
0.1
(0.1
)
0.1
3.0
11.8
(8.8
)
$
3.0
$
11.6
$
(8.6
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Payments Due by Period
Contractual Obligations
Total
2010
2011
2012
2013
2014
Thereafter
$
38.9
$
38.9
$
$
$
$
$
63.3
16.8
13.8
10.6
7.4
4.9
9.8
$
102.2
$
55.7
$
13.8
$
10.6
$
7.4
$
4.9
$
9.8
Planned
Actual
Actual
2010
2009
2008
$
2.6
$
1.0
$
6.0
December 31
2009
2008
Change
$
8.5
$
1.2
$
7.3
36.1
36.3
(0.2
)
44.6
37.5
7.1
$
44.6
$
37.5
$
7.1
(a
)
(a
)
(a
)
(a)
Debt to total capitalization is not meaningful.
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
15.1
14.7
14.8
8.1
7.5
7.9
3.3
4.1
4.2
26.5
26.3
26.9
3.2
3.1
2.9
3.7
3.0
3.4
6.9
6.1
6.3
33.4
32.4
33.2
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
(in billions of tons)
1.1
1.1
1.1
1.1
1.1
1.2
2.2
2.2
2.3
2009
2008
2007
$
129.5
$
115.3
$
124.4
$
42.6
$
29.8
$
43.1
$
(4.1
)
$
(5.5
)
$
(7.0
)
$
0.9
$
(1.3
)
$
0.6
$
30.6
$
19.8
$
30.4
$
22.6
$
2.3
$
0.6
$
53.2
$
22.1
$
31.0
22.3
%
13.9
%
17.2
%
Revenues
$
115.3
22.8
2.2
(10.8
)
$
129.5
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit
$
29.8
8.5
5.6
2.2
(2.7
)
(0.8
)
$
42.6
Revenues
$
124.4
(10.5
)
0.8
0.6
$
115.3
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Operating
Profit
$
43.1
(10.6
)
(3.7
)
(0.7
)
1.7
$
29.8
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
Change
$
53.2
$
22.1
$
31.1
9.0
9.5
(0.5
)
(8.9
)
5.2
(14.1
)
19.7
(15.9
)
35.6
(31.0
)
2.3
(33.3
)
42.0
23.2
18.8
(10.5
)
(12.1
)
1.6
9.4
1.4
8.0
(5.4
)
(4.9
)
(0.5
)
41.0
(0.3
)
41.3
34.5
(15.9
)
50.4
$
76.5
$
7.3
$
69.2
2009
2008
Change
$
(23.9
)
$
(17.2
)
$
(6.7
)
(12.5
)
(7.2
)
(5.3
)
(38.4
)
17.3
(55.7
)
(1.1
)
(1.1
)
(0.1
)
0.1
(0.1
)
0.1
$
(75.9
)
$
(7.3
)
$
(68.6
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Payments Due by Period
Contractual Obligations
Total
2010
2011
2012
2013
2014
Thereafter
$
7.0
$
7.0
$
$
$
$
$
0.3
0.3
32.1
6.4
6.4
6.4
6.4
6.5
5.4
1.8
1.5
1.1
0.7
0.3
7.7
7.7
20.8
20.8
32.2
7.2
5.4
4.6
4.5
4.2
6.3
$
105.5
$
43.5
$
13.3
$
12.1
$
11.6
$
11.0
$
14.0
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Planned
Actual
Actual
2010
2009
2008
$
10.7
$
10.5
$
12.1
December 31
2009
2008
Change
$
1.6
$
1.0
$
0.6
108.6
127.6
(19.0
)
63.5
66.4
(2.9
)
173.7
195.0
(21.3
)
(38.3
)
38.3
(46.8
)
(70.7
)
23.9
$
126.9
$
86.0
$
40.9
27
%
56
%
(29
)%
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
$
$
$
(9.4
)
$
(2.3
)
$
(3.8
)
$
(2.0
)
$
2.5
$
6.7
$
(9.0
)
$
(0.4
)
$
1.6
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
6.3
$
9.0
$
10.4
$
2.1
$
3.4
$
4.1
$
0.1
$
0.1
$
$
3.0
$
1.4
$
1.6
Contractual Obligations
Total
2010
2011
2012
2013
2014
Thereafter
$
4.7
$
0.6
$
0.6
$
0.6
$
0.6
$
0.6
$
1.7
6.2
6.2
$
10.9
$
6.8
$
0.6
$
0.6
$
0.6
$
0.6
$
1.7
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
December 31
2009
2008
Change
$
256.2
$
138.2
$
118.0
501.4
615.2
(113.8
)
63.5
66.4
(2.9
)
821.1
819.8
1.3
(409.5
)
(449.1
)
39.6
(14.5
)
(13.8
)
(0.7
)
$
397.1
$
356.9
$
40.2
51
%
56
%
(5
)%
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Table of Contents
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Table of Contents
Item 11.
EXECUTIVE COMPENSATION
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Table of Contents
NACCO Industries, Inc.
By:
/s/ Kenneth C. Schilling
Kenneth C. Schilling
Vice President and Controller
(principal financial and accounting officer)
Table of Contents
Chairman, President and Chief Executive Officer
(principal executive
officer), Director
March 2, 2010
Vice President and Controller (principal
financial and
accounting officer)
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
Director
March 2, 2010
*
Kenneth C. Schilling, by signing his name hereto, does hereby sign this Form 10-K on behalf of
each of the above named and designated directors of the Company pursuant to a Power of Attorney
executed by such persons and filed with the Securities and Exchange Commission.
/s/ Kenneth C. Schilling
March 2, 2010
Kenneth C. Schilling, Attorney-in-Fact
Table of Contents
Table of Contents
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-52
F-56
Table of Contents
March 2, 2010
Table of Contents
March 2, 2010
Table of Contents
Year Ended December 31
2009
2008
2007
(In millions, except per share data)
$
2,310.6
$
3,665.1
$
3,590.0
1,902.5
3,174.0
2,989.0
408.1
491.1
601.0
38.6
39.4
37.7
388.3
475.3
492.2
435.7
9.3
9.1
8.6
(1.3
)
(10.0
)
(0.1
)
387.6
920.0
499.5
59.1
(389.5
)
139.2
(32.2
)
(40.6
)
(40.7
)
3.2
7.6
12.0
(1.7
)
4.6
8.1
(1.1
)
(0.8
)
(1.8
)
1.6
(2.3
)
(2.8
)
(30.2
)
(31.5
)
(25.2
)
28.9
(421.0
)
114.0
20.5
18.7
24.3
8.4
(439.7
)
89.7
22.6
2.3
0.6
31.0
(437.4
)
90.3
0.1
(0.2
)
0.1
$
31.1
$
(437.6
)
$
90.4
$
8.5
$
(439.9
)
$
89.8
22.6
2.3
0.6
$
31.1
$
(437.6
)
$
90.4
$
55.3
$
(517.0
)
$
124.7
$
1.03
$
(53.12
)
$
10.87
2.72
0.28
0.07
$
3.75
$
(52.84
)
$
10.94
$
1.03
$
(53.12
)
$
10.86
2.72
0.28
0.07
$
3.75
$
(52.84
)
$
10.93
Table of Contents
Year Ended December 31
2009
2008
2007
(In millions)
$
31.1
$
(437.6
)
$
90.4
17.4
(49.4
)
28.4
8.7
(5.6
)
(6.1
)
3.9
2.2
0.8
(9.9
)
(30.8
)
0.4
4.1
4.2
10.8
24.2
(79.4
)
34.3
$
55.3
$
(517.0
)
$
124.7
Table of Contents
CONSOLIDATED BALANCE SHEETS
December 31
2009
2008
(In millions, except share data)
$
256.2
$
138.2
315.0
418.1
336.7
479.0
23.4
38.2
35.0
65.3
1.3
2.4
967.6
1,141.2
323.9
349.2
63.5
66.4
11.8
21.3
121.9
99.8
10.0
$
1,488.7
$
1,687.9
$
271.7
$
375.9
9.5
6.4
22.4
42.4
44.3
60.1
27.9
46.3
12.5
17.7
89.1
125.4
1.9
1.1
479.3
675.3
377.6
400.3
98.5
100.9
136.2
151.6
2.9
1,091.6
1,331.0
6.7
6.7
1.6
1.6
16.1
14.4
413.3
399.3
34.8
17.4
3.5
(9.1
)
(79.4
)
(73.6
)
396.6
356.7
0.5
0.2
397.1
356.9
$
1,488.7
$
1,687.9
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
2009
2008
2007
(In millions)
$
8.4
$
(439.7
)
$
89.7
22.6
2.3
0.6
31.0
(437.4
)
90.3
53.6
58.9
59.0
2.2
2.0
2.0
24.7
20.3
5.2
435.7
9.3
9.1
8.6
(10.0
)
(0.1
)
(1.3
)
(30.3
)
(22.1
)
(15.9
)
(7.6
)
24.1
4.5
0.6
7.3
4.8
126.8
15.1
(112.5
)
163.0
36.1
(43.4
)
13.1
(4.4
)
(4.5
)
(109.6
)
(107.6
)
70.3
(78.8
)
(34.4
)
12.9
188.0
2.6
80.0
(31.0
)
2.3
1.4
157.0
4.9
81.4
(33.5
)
(71.4
)
(65.2
)
20.7
5.1
2.7
5.7
(5.1
)
(4.8
)
0.5
(17.9
)
(71.1
)
(56.3
)
41.0
(0.3
)
(3.6
)
23.1
(71.4
)
(59.9
)
13.0
31.7
147.4
(61.5
)
(71.8
)
(66.8
)
2.6
(25.9
)
2.7
(17.1
)
(16.9
)
(16.4
)
(1.1
)
(0.1
)
(2.5
)
(0.1
)
(64.1
)
(83.1
)
64.4
(0.1
)
(64.1
)
(83.2
)
64.4
2.0
6.7
(1.4
)
118.0
(143.0
)
84.5
138.2
281.2
196.7
$
256.2
$
138.2
$
281.2
Table of Contents
CONSOLIDATED STATEMENTS OF EQUITY
Year Ended December 31
2009
2008
2007
(In millions, except per share data)
$
6.7
$
6.7
$
6.7
1.6
1.6
1.6
14.4
14.1
12.5
1.8
1.1
0.3
0.3
0.5
(0.4
)
16.1
14.4
14.1
399.3
854.9
790.7
(1.1
)
(9.8
)
399.3
853.8
780.9
31.1
(437.6
)
90.4
(17.1
)
(16.9
)
(16.4
)
413.3
399.3
854.9
(65.3
)
14.1
(20.2
)
17.4
(49.4
)
28.4
3.9
2.2
0.8
8.7
(5.6
)
(6.1
)
(11.6
)
(31.8
)
0.4
1.0
5.8
4.2
10.8
(41.1
)
(65.3
)
14.1
396.6
356.7
891.4
0.2
(0.1
)
0.2
(0.1
)
0.1
0.4
0.5
0.2
$
397.1
$
356.9
$
891.4
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Total charges
Charges
Charges
Charges
expected to be
incurred in
incurred in
incurred in
incurred
2007
2008
2009
$
21.8
$
6.3
$
7.8
$
7.7
0.3
0.3
1.3
0.3
1.0
23.4
6.6
8.8
8.0
1.4
1.4
1.4
1.4
$
24.8
$
8.0
$
8.8
$
8.0
$
1.0
$
$
0.3
$
0.7
0.5
0.5
0.1
0.1
1.6
0.3
1.3
$
26.4
$
8.0
$
9.1
$
9.3
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Lease
Severance
Impairment
Other
Total
$
5.3
$
$
$
5.3
8.5
1.0
9.5
(0.4
)
(0.4
)
(1.5
)
(1.0
)
(2.5
)
(1.9
)
(1.9
)
10.0
10.0
10.8
0.8
0.1
11.7
(2.4
)
(2.4
)
(10.6
)
(10.6
)
0.1
0.1
$
7.9
$
0.8
$
0.1
$
8.8
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Charges
incurred
through
Charges
December
incurred in
Total charges
31, 2006
2007
$
5.3
$
5.6
$
(0.3
)
6.0
5.2
0.8
0.5
0.4
0.1
11.8
11.2
0.6
3.3
3.3
0.5
0.6
(0.1
)
3.8
3.9
(0.1
)
$
15.6
$
15.1
$
0.5
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
December 31
2009
2008
$
110.0
$
177.9
116.1
196.4
226.1
374.3
67.0
70.4
15.9
24.7
57.0
50.4
72.9
75.1
366.0
519.8
5.0
11.0
11.2
11.2
16.2
22.2
(45.5
)
(63.0
)
$
336.7
$
479.0
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
December 31
2009
2008
$
17.2
$
18.3
0.2
0.2
33.3
32.7
50.7
51.2
515.2
526.3
45.3
44.7
25.8
24.7
119.0
112.3
11.4
10.8
716.7
718.8
767.4
770.0
443.5
420.8
$
323.9
$
349.2
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Gross Carrying
Accumulated
Net
Amount
Amortization
Balance
$
84.2
$
(21.5
)
$
62.7
1.0
(0.2
)
0.8
$
85.2
$
(21.7
)
$
63.5
$
84.2
$
(18.6
)
$
65.6
1.0
(0.2
)
0.8
$
85.2
$
(18.8
)
$
66.4
Carrying Amount of Goodwill
NMHG
NACCO
Wholesale
HBB
KC
Consolidated
$
358.2
$
80.7
$
3.0
$
441.9
(350.7
)
(80.7
)
(3.0
)
(434.4
)
(7.5
)
(7.5
)
$
$
$
$
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
NACCO
NACoal
Bellaire
Consolidated
$
3.9
$
12.2
$
16.1
(0.6
)
(0.6
)
0.4
0.9
1.3
0.9
0.9
4.3
13.4
17.7
(0.7
)
(0.7
)
0.4
0.8
1.2
(0.5
)
(0.2
)
(0.7
)
$
4.2
$
13.3
$
17.5
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
December 31
2009
2008
$
2.5
$
6.4
7.0
9.5
6.4
243.9
249.6
116.3
119.6
14.1
38.6
2.8
374.3
410.6
25.7
32.1
$
409.5
$
449.1
$
17.2
$
26.3
1.3
3.3
13.4
16.4
2.8
$
31.9
$
48.8
$
229.2
$
229.7
115.0
116.3
33.4
54.3
$
377.6
$
400.3
$
102.3
$
166.7
75.6
78.0
20.0
20.0
100.0
75.0
$
297.9
$
339.7
$
99.8
$
160.3
75.6
78.0
20.0
20.0
93.0
75.0
$
288.4
$
333.3
2.6
%
4.2
%
2.3
%
4.8
%
5.1
%
4.5
%
5.9
%
6.3
%
5.5
%
6.6
%
5.1
%
5.1
%
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
$
30.1
13.4
170.8
174.1
7.3
7.8
$
403.5
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Notional Amount
Average Fixed Rate
Remaining Term at
2009
2008
2009
2008
December 31, 2009
$
206.5
$
211.0
4.3
%
4.4
%
Various, extending to May 2012
$
84.0
$
108.0
4.7
%
4.7
%
Various, extending to May 2012
$
15.0
$
25.0
5.7
%
5.8
%
March 2010
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Asset Derivatives
Liability Derivatives
2009
2008
2009
2008
Balance sheet location
Fair value
Fair value
Balance sheet location
Fair value
Fair value
Prepaid expenses and other
$
$
Other current liabilities
$
4.8
$
4.4
Other non-current assets
Other long-term
liabilities
15.8
20.9
Prepaid expenses and other
1.4
1.4
Other current liabilities
1.5
13.8
Other non-current assets
1.7
Other long-term liabilities
$
1.4
$
3.1
$
22.1
$
39.1
Prepaid expenses and other
$
$
Other current liabilities
$
0.2
$
0.7
Other non-current assets
Other long-term
liabilities
Prepaid expenses and other
(0.1
)
Other current liabilities
Other non-current assets
Other long-term liabilities
$
$
(0.1
)
$
0.2
$
0.7
$
1.4
$
3.0
$
22.3
$
39.8
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Location of Gain or
(Loss) Recognized
in Income on
Derivative
Location of Gain or
(Ineffective
Amount of Gain or (Loss) Recognized
Amount of Gain or (Loss)
(Loss) Reclassified
Portion and Amount
in Income on Derivative (Ineffective
Recognized in OCI on
from OCI into
Amount of Gain or (Loss) Reclassified from OCI
Excluded from
Portion and Amount Excluded from
Derivatives in Cash Flow
Derivative (Effective Portion)
Income (Effective
into Income (Effective Portion)
Effectiveness
Effectiveness Testing)
Hedging Relationships
2009
2008
2007
Portion)
2009
2008
2007
Testing)
2009
2008
2007
$
(8.2
)
$
(17.0
)
$
(5.3
)
Interest income (expense)
$
0.2
$
(5.3
)
$
(2.4
)
N/A
$
$
$
12.8
8.6
3.9
Cost of sales
1.7
(2.4
)
(2.9
)
N/A
$
4.6
$
(8.4
)
$
(1.4
)
$
1.9
$
(7.7
)
$
(5.3
)
$
$
$
Location of Gain or
(Loss) Recognized
in Income on
Amount of Gain or (Loss) Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments
Derivative
2009
2008
2007
Other
$
0.6
$
(0.8
)
$
Cost of sales or Other
(10.4
)
9.0
(4.2
)
$
(9.8
)
$
8.2
$
(4.2
)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Capital
Operating
Leases
Leases
$
2.6
$
81.4
1.7
55.1
1.4
36.4
0.7
23.3
0.3
14.4
0.2
20.5
6.9
$
231.1
0.9
6.0
1.8
$
4.2
December 31
2009
2008
$
14.7
$
20.5
7.3
6.8
$
7.4
$
13.7
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
$
59.9
$
52.8
26.4
78.5
(49.2
)
(67.3
)
1.4
(4.1
)
$
38.5
$
59.9
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
8.290
8.281
8.263
0.006
0.009
8.296
8.281
8.272
$
3.75
$
(52.84
)
$
10.94
$
3.75
$
(52.84
)
$
10.93
2009
2008
2007
$
49.1
$
(394.0
)
$
57.3
(20.2
)
(27.0
)
56.7
$
28.9
$
(421.0
)
$
114.0
$
(12.1
)
$
(8.6
)
$
4.4
4.6
0.4
1.8
3.0
5.6
13.2
(4.5
)
(2.6
)
19.4
23.8
(1.6
)
7.8
(2.3
)
(0.2
)
(1.8
)
(14.3
)
(9.5
)
4.5
7.2
(11.3
)
10.5
17.8
32.6
(5.6
)
$
20.5
$
18.7
$
24.3
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
28.9
$
(421.0
)
$
114.0
$
10.1
$
(147.4
)
$
39.9
17.8
32.6
(5.6
)
10.3
0.3
1.7
1.3
0.8
1.3
(1.8
)
1.2
(0.8
)
(1.5
)
0.7
(0.8
)
0.5
(11.9
)
(6.5
)
(5.7
)
(7.3
)
(3.1
)
(5.9
)
(2.4
)
(0.9
)
(0.9
)
(0.8
)
148.8
(0.2
)
(1.0
)
0.7
$
20.5
$
18.7
$
24.3
70.9
%
(a)
21.3
%
(a)
The effective income tax rate is not meaningful.
December 31
2009
2008
$
56.8
$
78.3
73.3
36.0
30.9
35.2
13.1
16.4
11.5
10.6
185.6
176.5
66.5
43.7
119.1
132.8
49.8
50.9
20.7
19.8
2.6
2.1
10.8
0.5
83.9
73.3
$
35.2
$
59.5
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
December 31, 2009
Net deferred tax
Valuation
Carryforwards
asset
allowance
expire during:
$
36.4
$
35.0
2010-Indefinite
15.9
9.8
2010-2029
9.5
2013-2019
7.6
Indefinite
3.3
2024-2029
0.6
2013-2014
$
73.3
$
44.8
December 31, 2008
Net deferred tax
Valuation
Carryforwards
asset
allowance
expire during:
$
10.1
$
8.6
2010-Indefinite
14.7
10.4
2009-2028
7.3
2013-2018
1.5
Indefinite
2.0
2026-2028
0.4
2013
$
36.0
$
19.0
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
$
14.8
$
17.9
0.9
0.1
3.8
1.0
(3.4
)
(2.4
)
0.5
(1.8
)
$
16.6
$
14.8
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
5.65% - 5.90
%
6.25% - 6.30
%
6.25
%
8.50%
8.50%
9.00
%
5.70% - 6.00
%
6.25% - 6.70
%
5.25% - 5.90
%
2.50% - 4.00
%
3.00% - 3.60
%
3.00% - 4.00
%
3.50% - 8.50
%
4.00% - 8.50
%
3.75% - 9.00
%
2009
2008
2007
$
0.3
$
0.3
$
0.4
8.4
8.5
8.1
(8.8
)
(10.3
)
(9.4
)
4.8
2.5
3.2
0.1
0.2
0.2
$
4.8
$
1.2
$
2.5
$
1.4
$
2.0
$
2.2
6.9
8.2
7.6
(8.3
)
(9.3
)
(8.9
)
1.6
3.5
4.4
(0.1
)
(0.1
)
0.1
0.2
0.1
$
1.6
$
4.5
$
5.4
2009
2008
2007
$
0.2
$
43.7
$
(4.0
)
(4.8
)
(2.5
)
(3.2
)
(2.9
)
(0.1
)
(0.2
)
(0.2
)
$
(7.6
)
$
41.0
$
(7.4
)
$
11.4
$
5.6
$
(3.8
)
(1.6
)
(3.5
)
(4.4
)
0.1
0.1
(0.1
)
(0.1
)
(0.1
)
(0.1
)
(0.6
)
$
9.8
$
2.0
$
(8.9
)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
Non-U.S.
Non-U.S.
U.S. Plans
Plans
U.S. Plans
Plans
$
139.4
$
99.4
$
141.2
$
151.0
0.3
1.4
0.3
2.0
8.4
6.9
8.5
8.2
8.2
19.7
0.6
(21.5
)
(12.6
)
(6.9
)
(11.0
)
(6.5
)
0.6
1.2
(0.1
)
(2.9
)
(0.2
)
0.8
11.5
(35.7
)
$
140.8
$
132.6
$
139.4
$
99.4
$
140.8
$
131.5
$
139.4
$
97.4
$
83.1
$
79.0
$
122.1
$
119.5
16.9
17.1
(32.8
)
(16.8
)
2.7
8.9
4.2
9.2
0.6
1.0
(12.6
)
(6.9
)
(11.0
)
(6.5
)
0.6
(0.1
)
9.1
(27.3
)
$
90.1
$
107.8
$
83.1
$
79.0
$
(50.7
)
$
(24.8
)
$
(56.3
)
$
(20.4
)
$
$
3.2
$
$
2.1
(0.3
)
(0.3
)
(50.4
)
(28.0
)
(56.0
)
(22.5
)
$
(50.7
)
$
(24.8
)
$
(56.3
)
$
(20.4
)
$
73.6
$
49.1
$
78.2
$
46.3
(2.6
)
(0.5
)
0.4
(0.7
)
0.9
1.1
(25.6
)
0.1
(28.3
)
(0.1
)
(1.2
)
(10.6
)
(1.2
)
(10.6
)
(2.9
)
(9.7
)
$
44.2
$
36.1
$
49.1
$
26.3
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
U.S. Plans
Non-U.S. Plans
$
10.5
$
7.5
10.7
7.8
10.3
8.2
10.5
8.6
10.3
8.8
53.2
48.7
$
105.5
$
89.6
2009
2008
Actual
Actual
Target Allocation
Allocation
Allocation
Range
52.5
%
49.4
%
41.0% - 62.0
%
13.0
%
11.7
%
10.0% - 16.0
%
33.7
%
37.4
%
30.0% - 40.0
%
0.8
%
1.5
%
0.0% - 10.0
%
2009
2008
Actual
Actual
Target Allocation
Allocation
Allocation
Range
35.2
%
35.2
%
33.5% - 36.5
%
35.6
%
35.5
%
27.5% - 42.5
%
29.2
%
29.3
%
25.5% - 34.5
%
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
$
58.5
33.2
37.2
68.3
0.7
$
197.9
2009
2008
2007
5.30
%
6.20
%
6.03
%
6.0
%
7.0
%
8.0
%
5.0
%
5.0
%
5.0
%
2012
2012
2012
1-Percentage-Point
1-Percentage-Point
Increase
Decrease
$
$
$
0.3
$
(0.2
)
2009
2008
2007
$
0.2
$
0.2
$
0.2
0.6
0.7
0.8
0.7
(0.5
)
(0.8
)
(3.3
)
(0.2
)
(0.2
)
$
(1.8
)
$
0.2
$
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
1.6
$
(0.2
)
$
(1.5
)
(0.7
)
0.5
0.8
(3.1
)
(0.7
)
3.3
0.2
0.2
$
1.1
$
(0.2
)
$
(0.5
)
2009
2008
$
10.7
$
12.2
0.2
0.2
0.6
0.7
1.6
(0.2
)
(3.1
)
(0.7
)
(0.2
)
(1.7
)
(1.3
)
$
8.3
$
10.7
$
(8.3
)
$
(10.7
)
$
(0.8
)
$
(1.0
)
(7.5
)
(9.7
)
$
(8.3
)
$
(10.7
)
$
0.6
$
(0.2
)
(2.0
)
(2.3
)
(0.1
)
0.5
1.0
$
(0.9
)
$
(1.6
)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
$
0.8
0.8
0.8
0.8
0.9
3.8
$
7.9
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
1,410.0
$
2,740.1
$
2,581.9
97.8
175.4
228.8
(32.6
)
(91.2
)
(91.0
)
1,475.2
2,824.3
2,719.7
497.0
528.7
540.7
213.9
202.3
210.0
129.5
115.3
124.4
(5.0
)
(5.5
)
(4.8
)
$
2,310.6
$
3,665.1
$
3,590.0
$
167.6
$
278.4
$
339.6
14.6
30.6
34.0
2.5
1.1
1.1
184.7
310.1
374.7
107.4
84.2
112.4
94.8
84.1
91.6
21.3
12.5
23.0
(0.1
)
0.2
(0.6
)
(0.1
)
$
408.1
$
491.1
$
601.0
$
189.6
$
261.3
$
264.5
18.5
32.7
45.4
(0.1
)
208.0
294.0
309.9
57.0
64.2
69.6
88.1
92.4
91.1
25.9
22.2
18.4
9.3
2.5
3.2
$
388.3
$
475.3
$
492.2
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
(29.1
)
$
(342.7
)
$
66.3
(4.7
)
(2.4
)
(10.1
)
2.6
1.1
1.1
(31.2
)
(344.0
)
57.3
50.4
(60.8
)
42.2
6.7
(12.2
)
0.5
42.6
29.8
43.1
(9.4
)
(2.3
)
(3.8
)
(0.1
)
$
59.1
$
(389.5
)
$
139.2
$
(18.4
)
$
(24.2
)
$
(21.7
)
(0.1
)
(1.4
)
(2.8
)
(0.5
)
(0.3
)
(0.9
)
(19.0
)
(25.9
)
(25.4
)
(8.6
)
(10.4
)
(10.1
)
(0.4
)
(1.1
)
(1.8
)
(4.1
)
(5.5
)
(7.0
)
(0.4
)
0.3
2.3
3.6
$
(32.2
)
$
(40.6
)
$
(40.7
)
$
2.8
$
4.4
$
5.2
2.8
4.4
5.2
0.1
0.2
0.3
0.1
0.8
0.3
5.2
9.6
(0.3
)
(2.3
)
(3.6
)
$
3.2
$
7.6
$
12.0
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
0.5
$
5.3
$
7.3
0.1
(0.1
)
(0.2
)
0.6
5.2
7.1
(0.4
)
0.4
(0.4
)
(0.1
)
(0.1
)
0.6
(1.4
)
(0.2
)
(1.9
)
(2.7
)
(2.9
)
$
(1.2
)
$
1.5
$
3.5
$
(4.1
)
$
8.2
$
9.0
0.9
7.0
(3.6
)
(0.4
)
0.3
(0.4
)
(3.6
)
15.5
5.0
15.4
2.7
12.2
2.3
(3.3
)
(0.5
)
8.8
3.2
6.3
(2.4
)
0.6
1.3
$
20.5
$
18.7
$
24.3
$
(40.0
)
$
(365.6
)
$
48.2
(5.6
)
(10.9
)
(9.5
)
2.5
0.5
0.6
(43.1
)
(376.0
)
39.3
26.1
(73.3
)
19.5
3.9
(10.0
)
(0.9
)
53.2
22.1
31.0
(9.0
)
(0.4
)
1.6
(0.1
)
$
31.1
$
(437.6
)
$
90.4
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
969.2
$
1,123.1
$
1,647.5
46.8
54.5
93.5
(101.9
)
(82.5
)
(137.4
)
914.1
1,095.1
1,603.6
217.8
203.3
307.5
81.9
74.9
70.7
266.6
276.6
268.7
105.1
188.5
308.0
(96.8
)
(150.5
)
(131.2
)
$
1,488.7
$
1,687.9
$
2,427.3
$
33.7
$
38.4
$
33.9
2.5
3.6
7.8
36.2
42.0
41.7
3.7
4.2
4.3
3.7
3.0
2.3
9.0
9.5
10.6
1.0
0.2
0.1
$
53.6
$
58.9
$
59.0
$
5.5
$
39.2
$
35.9
0.3
2.0
5.3
5.8
41.2
41.2
2.1
5.7
3.9
1.0
6.0
3.9
10.5
12.1
15.9
14.1
6.4
0.3
$
33.5
$
71.4
$
65.2
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
Europe,
United
Africa and
States
Middle East
Other
Consolidated
$
1,415.5
$
410.6
$
484.5
$
2,310.6
$
277.4
$
48.1
$
66.2
$
391.7
$
1,923.7
$
921.8
$
819.6
$
3,665.1
$
279.7
$
60.0
$
76.3
$
416.0
$
1,971.2
$
896.3
$
722.5
$
3,590.0
$
275.6
$
67.6
$
74.6
$
417.8
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
389.1
$
362.0
$
328.4
$
395.7
94.2
107.2
118.9
176.7
39.7
40.6
48.3
85.3
32.6
31.5
32.9
32.5
(0.9
)
(0.8
)
(0.7
)
(2.6
)
$
554.7
$
540.5
$
527.8
$
687.6
$
85.9
$
92.8
$
94.1
$
135.3
$
10.5
$
9.8
$
10.5
$
7.8
$
(12.6
)
$
(1.7
)
$
(20.4
)
$
3.5
4.4
9.8
13.5
22.7
(4.3
)
(2.6
)
0.6
13.0
13.0
9.2
16.7
3.7
(1.1
)
(1.5
)
(1.4
)
(5.4
)
0.1
(0.1
)
$
(0.6
)
$
13.3
$
9.0
$
37.4
$
(9.1
)
$
1.1
$
(4.4
)
$
20.8
$
$
0.3
$
0.4
$
21.9
$
(9.1
)
$
1.4
$
(4.0
)
$
42.7
$
(18.5
)
$
(3.1
)
$
(22.4
)
$
0.9
1.4
4.7
6.9
13.1
(2.8
)
(1.7
)
0.3
8.1
10.8
7.1
11.4
23.9
(1.5
)
(1.4
)
(1.5
)
(4.6
)
1.5
(4.0
)
1.4
1.1
$
(9.1
)
$
1.6
$
(3.9
)
$
42.5
$
(1.10
)
$
0.19
$
(0.47
)
$
5.12
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2008
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
698.9
$
767.5
$
696.4
$
661.5
95.2
108.8
138.2
186.5
39.2
39.7
45.6
77.8
28.4
29.9
34.6
22.4
(0.6
)
(1.0
)
(1.4
)
(2.5
)
$
861.1
$
944.9
$
913.4
$
945.7
$
132.1
$
121.7
$
102.7
$
134.6
$
8.6
$
9.3
$
9.7
$
11.8
$
13.2
$
7.2
$
(5.6
)
$
(358.8
)
2.7
1.3
4.0
(68.8
)
(5.5
)
(5.3
)
(4.8
)
3.4
6.4
7.5
8.1
7.8
(0.7
)
(0.3
)
0.2
(1.5
)
0.1
(0.1
)
$
16.2
$
10.3
$
1.9
$
(417.9
)
$
5.4
$
2.1
$
(18.4
)
$
(428.8
)
$
0.2
$
0.3
$
1.3
$
0.5
$
5.6
$
2.4
$
(17.1
)
$
(428.3
)
$
7.3
$
2.6
$
(20.1
)
$
(365.8
)
0.1
(0.6
)
1.3
(74.1
)
(3.2
)
(3.7
)
(3.3
)
0.2
3.8
6.4
7.0
4.9
0.4
(0.6
)
0.8
(1.0
)
(2.8
)
(1.8
)
(3.0
)
7.6
$
5.6
$
2.3
$
(17.3
)
$
(428.2
)
$
0.68
$
0.28
$
(2.09
)
$
(51.69
)
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
$
48.8
$
71.2
1.4
10.2
73.3
207.1
154.2
(12.8
)
(38.2
)
44.6
37.5
126.9
86.0
17.2
17.0
383.0
256.5
5.2
5.2
22.3
9.0
$
460.7
$
425.4
$
6.1
$
8.8
15.7
17.2
27.8
28.2
14.5
14.5
396.6
356.7
$
460.7
$
425.4
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
421.1
$
402.6
$
346.4
$
63.7
$
58.3
$
52.4
$
38.6
$
39.4
$
37.7
$
29.8
$
30.3
$
29.7
$
29.8
$
30.3
$
29.7
$
119.6
$
94.0
$
637.6
$
557.4
$
112.6
$
93.0
$
641.1
$
553.4
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
(Tabular Amounts in Millions, Except Per Share and Percentage Data)
2009
2008
2007
$
310.6
$
445.0
$
408.7
$
88.5
$
121.3
$
120.2
$
1.5
$
18.9
$
27.6
$
1.5
$
18.9
$
27.6
$
95.6
$
146.1
$
1,159.2
$
1,274.4
$
104.1
$
141.6
$
1,028.8
$
1,144.3
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY CONDENSED BALANCE SHEETS
December 31
2009
2008
(In millions)
$
48.8
$
71.2
1.4
10.2
73.3
207.1
154.2
(12.8
)
(38.2
)
44.6
37.5
126.9
86.0
17.2
17.0
383.0
256.5
5.2
5.2
22.3
9.0
$
460.7
$
425.4
$
6.1
$
8.8
15.7
17.2
27.8
28.2
14.5
14.5
396.6
356.7
$
460.7
$
425.4
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY CONDENSED STATEMENTS OF OPERATIONS
Year ended December 31
2009
2008
2007
(In millions)
$
(1.6
)
$
0.1
$
(0.4
)
(1.5
)
2.2
4.1
(3.1
)
2.3
3.7
9.2
2.0
3.3
(12.3
)
0.3
0.4
(2.7
)
0.6
0.4
(9.6
)
(0.3
)
40.6
(437.1
)
90.3
31.0
(437.4
)
90.3
0.1
(0.2
)
0.1
$
31.1
$
(437.6
)
$
90.4
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS
Year Ended December 31
2009
2008
2007
(In millions)
$
31.0
$
(437.4
)
$
90.3
(40.6
)
437.1
(90.3
)
(9.6
)
(0.3
)
(31.6
)
(1.2
)
(11.2
)
(41.2
)
(1.5
)
(11.2
)
(14.1
)
(6.4
)
(0.2
)
(14.1
)
(6.4
)
(0.2
)
15.5
52.2
148.8
72.9
(53.3
)
48.0
(0.4
)
(46.1
)
(39.1
)
(38.0
)
(65.8
)
(6.0
)
(17.1
)
(16.9
)
(16.4
)
32.9
(129.9
)
135.3
(22.4
)
(137.8
)
123.9
71.2
209.0
85.1
$
48.8
$
71.2
$
209.0
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO PARENT COMPANY CONDENSED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2009, 2008 AND 2007
Table of Contents
NACCO INDUSTRIES, INC. AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2009, 2008 AND 2007
COL A.
COL B.
COL C.
COL D.
COL E.
Additions
(E)
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Other Accounts
Deductions
End of
Description
of Period
Expenses
Describe (C)
Describe
Period
(In millions)
$
15.7
$
3.9
$
0.8
$
1.3
(A)
$
19.1
12.4
17.0
17.9
(B)
11.5
$
9.7
$
8.8
$
(0.7
)
$
2.1
(A)
$
15.7
12.4
20.4
20.4
(B)
12.4
$
9.1
$
2.4
$
0.1
$
1.9
(A)
$
9.7
7.1
18.4
13.1
(B)
12.4
(A)
Write-offs, net of recoveries.
(B)
Payments and customer deductions for product returns, discounts and allowances.
(C)
Subsidiarys foreign currency translation adjustments and other.
(D)
Includes allowance of receivables classified as long-term of $12.0 million, $6.2
million and $4.6 million in 2009, 2008 and 2007, respectively.
(E)
Balances which are not required to be presented and those which are immaterial have
been omitted.
Table of Contents
2.1(i)
Amended and Restated Spin-Off Agreement, dated as of April 25, 2007, among NACCO Industries,
Inc., Housewares Holding Company, Hamilton Beach, Inc. and Hamilton Beach/Proctor-Silex, Inc.,
is incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form
8-K, filed by the Company on May 1, 2007, Commission File Number 1-9172.
3.1(i)
Restated Certificate of Incorporation of the Company is incorporated herein by reference to
Exhibit 3(i) to the Companys Annual Report on Form 10-K for the fiscal year ended December
31, 1992, Commission File Number 1-9172.
3.1(ii)
Amended and Restated By-laws of the Company are incorporated herein by reference to Exhibit
3.1 to the Companys Quarterly Report on Form 10-Q, filed by the Company on August 7, 2008,
Commission File Number 1-9172.
(4)
Instruments defining the rights of security holders, including indentures.
4.1
The Company by this filing agrees, upon request, to file with the Securities and Exchange
Commission the instruments defining the rights of holders of long-term debt of the Company and
its subsidiaries where the total amount of securities authorized thereunder does not exceed
10% of the total assets of the Company and its subsidiaries on a consolidated basis.
4.2
The Mortgage and Security Agreement, dated April 8, 1976, between The Falkirk Mining Company
(as Mortgagor) and Cooperative Power Association and United Power Association (collectively as
Mortgagee) is incorporated herein by reference to Exhibit 4(ii) to the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
4.3
Amendment No. 1 to the Mortgage and Security Agreement, dated as of December 15, 1993,
between Falkirk Mining Company (as Mortgagor) and Cooperative Power Association and United
Power Association (collectively as Mortgagee) is incorporated herein by reference to Exhibit
4(iii) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
1997, Commission File Number 1-9172.
4.4
Stockholders Agreement, dated as of March 15, 1990, among the signatories thereto, the
Company and Ameritrust Company National Association, as depository, is incorporated herein by
reference to Exhibit 2 to the Schedule 13D filed on March 29, 1990 with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.5
Amendment to Stockholders Agreement, dated as of April 6, 1990, among the signatories
thereto, the Company and Ameritrust Company National Association, as depository, is
incorporated herein by reference to Exhibit 4 to Amendment No. 1 to the Schedule 13D filed on
April 11, 1990 with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001.
4.6
Amendment to Stockholders Agreement, dated as of April 6, 1990, among the signatories
thereto, the Company and Ameritrust Company National Association, as depository, is
incorporated herein by reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D filed on
April 11, 1990 with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001.
4.7
Amendment to Stockholders Agreement, dated as of November 17, 1990, among the signatories
thereto, the Company, and Ameritrust Company National Association, as depository, is
incorporated herein by reference to Amendment No. 2 to the Schedule 13D filed on March 18,
1991 with respect to the Class B Common Stock, par value $1.00 per share, of NACCO Industries,
Inc., Commission File Number 5-38001.
4.8
Amendment to Stockholders Agreement, dated as of November 14, 1996, among the signatories
thereto, the Company, the New Participating Stockholders (as defined therein) and Key Bank,
N.A. (successor to Ameritrust Company National Association), as depository, is incorporated
herein by reference to Amendment No. 3 to the Schedule 13D filed on November 26, 1996, with
respect to the Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.,
Commission File Number 5-38001.
4.9
Amendment to Stockholders Agreement, dated as of November 14, 1996, among the signatories
thereto, the Company, the New Participating Stockholders (as defined therein) and Key Bank,
N.A. (successor to Ameritrust Company National Association), as depository, is incorporated
herein by reference to Amendment No. 3 to the Schedule 13D filed on November 26, 1996, with
respect to the Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc.,
Commission File Number 5-38001.
4.10
Amendment to Stockholders Agreement, dated as of April 9, 1998, by and among KeyCorp
Shareholder Services, Inc., the Company, the Participating Stockholders (as defined therein)
and the New Participating Stockholders (as defined therein) is incorporated herein by
reference to Amendment No. 6 to the Schedule 13D filed on March 25, 1999, with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File
Number 5-38001.
Table of Contents
4.11
Amendment to Stockholders Agreement, dated as of December 26, 1998, by and among KeyCorp
Shareholder Services, Inc., the Company, the Participating Stockholders (as defined therein)
and the New Participating Stockholders (as defined therein) is incorporated herein by
reference to Amendment No. 6 to the Schedule 13D filed on March 25, 1999, with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File
Number 5-38001.
4.12
Amendment to Stockholders Agreement, dated as of November 30, 1999, by and among First
Chicago Trust Company of New York, the Company and the Participating Stockholders (as defined
therein) is incorporated herein by reference to Amendment No. 7 to the Schedule 13D filed on
March 30, 2000, with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001.
4.13
Amendment to Stockholders Agreement, dated as of November 30, 1999, by and among First
Chicago Trust Company of New York, the Company and the Participating Stockholders (as defined
therein) is incorporated herein by reference to Amendment No. 7 to the Schedule 13D filed on
March 30, 2000, with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001.
4.14
Amendment to Stockholders Agreement, dated as of March 30, 2000, by and among First Chicago
Trust Company of New York, the Company, the Participating Stockholders (as defined therein)
and the New Participating Stockholders (as defined therein) is incorporated herein by
reference to Amendment No. 7 to the Schedule 13D filed on March 30, 2000, with respect to the
Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File
Number 5-38001.
4.15
Amendment to Stockholders Agreement, dated as of October 31, 2000, by and among First
Chicago Trust Company of New York, the Company and the Participating Stockholders (as defined
therein) is incorporated herein by reference to Amendment No. 8 to the Schedule 13D filed on
February 14, 2001, with respect to the Class B Common Stock, par value $1.00 per share, of
NACCO Industries, Inc., Commission File Number 5-38001.
4.16
Amendment to Stockholders Agreement, dated as of October 31, 2000, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholders (as defined therein) is incorporated herein by reference to
Amendment No. 8 to the Schedule 13D filed on February 14, 2001, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.17
Amendment to Stockholders Agreement, dated as of February 14, 2001, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholders (as defined therein) is incorporated herein by reference to
Amendment No. 8 to the Schedule 13D filed on February 14, 2001, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.18
Amendment to Stockholders Agreement, dated as of December 26, 2001, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholder (as defined therein) is incorporated herein by reference to
Amendment No. 9 to the Schedule 13D filed on February 14, 2002, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.19
Amendment to Stockholders Agreement, dated as of February 11, 2002, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholder (as defined therein) is incorporated herein by reference to
Amendment No. 9 to the Schedule 13D filed on February 14, 2002, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.20
Indenture, dated as of May 9, 2002, by and among NMHG Holding Co., the Subsidiary Guarantors
named therein and U.S. Bank National Association, as Trustee (including the form of 10% senior
note due 2009) is incorporated herein by reference to Exhibit 4.2 to the NMHG Holding Co.s
Registration Statement on Form S-4 filed on May 28, 2002, Commission File Number 333-89248.
4.21
Amendment to Stockholders Agreement, dated as of October 24, 2002, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholder (as defined therein) is incorporated herein by reference to
Amendment No. 10 to the Schedule 13D filed on February 14, 2003, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.22
Amendment to Stockholders Agreement, dated as of December 30, 2002, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholder (as defined therein) is incorporated herein by reference to
Amendment No. 10 to the Schedule 13D filed on February 14, 2003, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.23
Amendment to Stockholders Agreement, dated as of December 28, 2004, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholders (as defined therein) is incorporated herein by reference to
Exhibit 4.23 of the Registration Statement on Form S-4, filed by the Company on January 12,
2005, Commission File Number 333-121996.
4.24
Amendment to Stockholders Agreement, dated as of February 7, 2005, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholder (as defined therein) is incorporated herein by reference to
Exhibit 4.24 of the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4,
filed by the Company on February 7, 2005, Commission File Number 333-121996.
Table of Contents
4.25
Amendment to Stockholders Agreement, dated as of March 24, 2006, by and among National City
Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and the New
Participating Stockholder (as defined therein) is incorporated herein by reference to
Amendment No. 15 to the Schedule 13D filed on February 14, 2008, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.26
Amendment to Stockholders Agreement, dated as of September 19, 2007, by and among National
City Bank (Cleveland), the Company, the Participating Stockholders (as defined therein) and
the New Participating Stockholder (as defined therein) is incorporated herein by reference to
Amendment No. 15 to the Schedule 13D filed on February 14, 2008, with respect to the Class B
Common Stock, par value $1.00 per share, of NACCO Industries, Inc., Commission File Number
5-38001.
4.27
Amendment to Stockholders Agreement, dated as of November 13, 2008, by and among National
City Bank, the Company, the Participating Stockholders and the New Participating Stockholders
is incorporated herein by reference to Amendment No. 16 to the Schedule 13D filed on February
13, 2009, with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001.
4.28
Amendment to Stockholders Agreement, dated as of November 26, 2008, by and among National
City Bank, the Company, the Participating Stockholders and the New Participating Stockholders
is incorporated herein by reference to Amendment No. 16 to the Schedule 13D filed on February
13, 2009, with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001.
4.29
Amendment to Stockholders Agreement, dated as of November 27, 2009, by and among National
City Bank, the Company, the Participating Stockholders and the New Participating Stockholders
is incorporated herein by reference to Amendment No. 17 to the Schedule 13D filed on February
16, 2010, with respect to the Class B Common Stock, par value $1.00 per share, of NACCO
Industries, Inc., Commission File Number 5-38001
10.1*
The NACCO Industries, Inc. 1975 Stock Option Plan (as amended and restated as of July 17,
1986) is incorporated herein by reference to Exhibit 10(i) to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
10.2*
Form of Incentive Stock Option Agreement for incentive stock options granted after 1986
under The NACCO Industries, Inc. 1975 Stock Option Plan (as amended and restated as of July
17, 1986) is incorporated herein by reference to Exhibit 10(iii) to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number
1-9172.
10.3*
Form of Non-Qualified Stock Option Agreement under The NACCO Industries, Inc., 1975 Stock
Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference
to Exhibit 10(iv) to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
10.4*
The NACCO Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July 17,
1986) is incorporated herein by reference to Exhibit 10(v) to the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, Commission File Number 1-9172.
10.5*
Form of Non-Qualified Stock Option Agreement under The NACCO Industries, Inc. 1981 Stock
Option Plan (as amended and restated as of July 17, 1986) is incorporated herein by reference
to Exhibit 10(vi) to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission File Number 1-9172.
10.6*
Form of Incentive Stock Option Agreement for incentive stock options granted after 1986
under The NACCO Industries, Inc. 1981 Stock Option Plan (as amended and restated as of July
17, 1986) is incorporated herein by reference to Exhibit 10(viii) to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 1991, Commission File Number
1-9172.
10.7*
Form of award agreement for the NACCO Industries, Inc. Supplemental Executive Long-Term
Incentive Bonus Plan is incorporated herein by reference to Exhibit 10.5 to the Companys
Current Report on Form 8-K, filed by the Company on May 15, 2006, Commission File Number
1-9172.
10.8*
Form of award agreement for the NACCO Industries, Inc. Executive Long-Term Incentive
Compensation Plan, effective December 12, 2006, is incorporated herein by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K, filed by the Company on December 19, 2006,
Commission File Number 1-9172.
10.9*
NACCO Industries, Inc. 2007 Annual Incentive Compensation Plan, is incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on
March 23, 2007, Commission File Number 1-9172.
10.10*
NACCO Industries, Inc. Supplemental Annual Incentive Compensation Plan (As Amended and
Restated Effective as of January 1, 2008) is incorporated herein by reference to Exhibit 10.43
to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007,
Commission File Number 1-9172. (Terminated effective as of December 31, 2009.)
Table of Contents
10.11*
NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (As Amended and
Restated Effective as of January 1, 2008) is incorporated herein by reference to Exhibit 10.44
to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007,
Commission File Number 1-9172.
10.12*
NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (Effective as
of January 1, 2008) is incorporated herein by reference to Exhibit 10.45 to the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Commission File Number
1-9172.
10.13*
NACCO Industries, Inc. Non-Employee Directors Equity Compensation Plan (Effective as of
January 1, 2008) is incorporated herein by reference to Exhibit 10.46 to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, Commission File Number
1-9172.
10.14*
The Retirement Plan For Alfred M. Rankin, Jr. (As Amended and Restated as of December 1,
2007) is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.15*
The NACCO Industries, Inc. Unfunded Benefit Plan (As Amended and Restated as of December 1,
2007) is incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.16*
The NACCO Industries, Inc. Excess Retirement Plan (Effective January 1, 2008) is
incorporated herein by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K,
filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.17*
NACCO Industries, Inc. 2008 Annual Incentive Compensation Plan, is incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on
March 31, 2008, Commission File Number 1-9172.
10.18*
Amendment No. 1 to the Retirement Benefit Plan for Alfred M. Rankin, Jr. (As Amended and
Restated as of December 1, 2007) is incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K., filed by the Company on November 13, 2008, Commission
File Number 1-9172.
10.19*
Amendment No. 1 to the NACCO Industries, Inc. Unfunded Benefit Plan (As Amended and Restated
Effective as of December 1, 2007) is incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed by the Company on November 13, 2008, Commission
File Number 1-9172.
10.20*
Amendment No. 1 to the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive
Bonus Plan (As Amended and Restated Effective as of January 1, 2008) is incorporated herein by
reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, Commission File Number 1-9172.
10.21*
The NACCO Industries, Inc. Unfunded Benefit Plan for Terminated NMHG Employees is
incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q, filed by the Company on May 5, 2009, Commission File Number 1-9172.
10.22*
Consulting Agreement between NACCO Industries, Inc. and Michael J. Morecroft, dated February
10, 2009 (effective as of June 30, 2008) is incorporated herein by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K, filed by the Company on February 12, 2009,
Commission File Number 1-9172.
10.23*
NACCO Industries, Inc. 2009 Annual Incentive Compensation Plan is incorporated herein by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on
June 22, 2009, Commission File Number 1-9172.
10.24*
Amendment No. 2 to the Retirement Benefit Plan for Alfred M. Rankin, Jr. (As Amended and
Restated as of December 1, 2007) is attached hereto as Exhibit 10.24.
10.25*
Amendment No. 1 to the NACCO Industries, Inc. Excess Retirement Plan (Effective January 1,
2008) is attached hereto as Exhibit No 10.25.
10.26*
Amendment No. 2 to the NACCO Industries, Inc. Unfunded Benefit Plan (As Amended and Restated
Effective as of December 1, 2007) is attached hereto as Exhibit 10.26.
10.27
Purchase and Sale Agreement, dated October 11, 2000, by and among Phillips Petroleum
Company, Phillips Coal Company, The North American Coal Corporation, Oxbow Property Company
L.L.C. and Red Hills Property Company L.L.C. is incorporated herein by reference to Exhibit
10(xxxvii) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2000, Commission File Number 1-9172.
10.28
Credit Agreement, dated as of October 11, 2000, by and among The North American Coal
Corporation, the Initial Lenders named therein, Salomon Smith Barney Inc., as Lead Arranger
and Book Manager, Keybank National Association, as Syndication Agent, and Citibank N.A., as
Agent, is incorporated herein by reference to Exhibit 10(liv) to the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2000, Commission File Number 1-9172.
10.29
Credit Agreement, dated as of October 27, 2009, by and among The North American Coal
Corporation, the Lenders party hereto and U.S. Bank National Association and Regions Bank, as
Co-Syndication Agents, and PNC Bank, National
Table of Contents
Association, as Administrative Agent is incorporated herein by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed by the Company on November 2, 2009,
Commission File Number 1-9172.
10.30*
The North American Coal Corporation Deferred Compensation Plan For Management Employees (As
Amended and Restated as of December 1, 2007) is incorporated herein by reference to Exhibit
10.6 to the Companys Current Report on Form 8-K, filed by the Company on December 19, 2007,
Commission File Number 1-9172.
10.31*
The North American Coal Corporation Excess Retirement Plan (Effective January 1, 2008) is
incorporated herein by reference to Exhibit 10.11 to the Companys Current Report on Form 8-K,
filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.32*
The North American Coal Corporation Supplemental Retirement Benefit Plan (As Amended and
Restated as of January 1, 2008) is incorporated herein by reference to Exhibit 10.12 to the
Companys Current Report on Form 8-K, filed by the Company on December 19, 2007, Commission
File Number 1-9172.
10.33*
The North American Coal Corporation Value Appreciation Plan For Years 2000 to 2009 (As
Amended and Restated Effective as of December 1, 2007) is incorporated herein by reference to
Exhibit 10.16 to the Companys Current Report on Form 8-K, filed by the Company on December
19, 2007, Commission File Number 1-9172.
10.34*
The North American Coal Corporation Value Appreciation Plan For Years 2006 to 2015 (As
Amended and Restated Effective as of January 1, 2008) is incorporated herein by reference to
Exhibit 10.17 to the Companys Current Report on Form 8-K, filed by the Company on December
19, 2007, Commission File Number 1-9172.
10.35*
The North American Coal Corporation 2008 Annual Incentive Compensation Plan, is incorporated
herein by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K, filed by the
Company on March 31, 2008, Commission File Number 1-9172.
10.36*
Amendment No. 1 to The North American Coal Corporation Deferred Compensation Plan For
Management Employees (As Amended and Restated as of December 1, 2007) is incorporated herein
by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K, filed by the Company
on November 13, 2008, Commission File Number 1-9172.
10.37*
Amendment No. 1 to the North American Coal Corporation Value Appreciation Plan for Years
2006 to 2015 (Amended and Restated Effective January 1, 2008) is incorporated herein by
reference to Exhibit 10.35 to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, Commission File Number 1-9172.
10.38
Purchase and Sale Agreement, dated April 29, 2009, by and among The North American Coal
Corporation, Oxbow Property Company L.L.C., Red River Mining Company, Cleco Power LLC,
Southwestern Electric Power Company, and Dolet Hills Lignite Company, LLC is incorporated
herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the
Company on April 30, 2009, Commission File Number 1-9172.
10.39*
The North American Coal Corporation 2009 Annual Incentive Compensation Plan is incorporated
herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed by the
Company on June 22, 2009, Commission File Number 1-9172.
10.40*
Amendment No. 2 to The North American Coal Corporation Value Appreciation Plan for Years
2006 to 2015 (Amended and Restated Effective January 1, 2008) is incorporated herein by
reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, filed by the Company
on November 4, 2009, Commission File Number 1-9172.
10.41*
Amendment No. 1 to The North America Coal Corporation Supplemental Retirement Benefit Plan
(As Amended and Restated as of January 1, 2008) is attached hereto as Exhibit 10.41.
10.42*
Amendment No. 2 to the North American Coal Corporation Deferred Compensation Plan for
Management Employees (As Amended and Restated as of December 1, 2007) is attached hereto as
Exhibit 10.42.
10.43
Agreement and Plan of Merger, dated as of April 7, 1989, among NACCO Industries, Inc., Yale
Materials Handling Corporation, Acquisition I, Esco Corporation, Hyster Company and Newesco,
is incorporated herein by reference to Exhibit 2.1 to Hyster-Yale Materials Handling, Inc.s
Registration Statement on Form S-1 filed May 17, 1989, Commission File Number 33-28812.
10.44
Agreement and Plan of Merger, dated as of April 7, 1989, among NACCO Industries, Inc., Yale
Materials Handling Corporation, Acquisition II, Hyster Company and Newesco, is incorporated
herein by reference to Exhibit 2.2 to Hyster-Yale Materials Handling, Inc.s Registration
Statement on Form S-1 filed May 17, 1989, Commission File Number 33-28812.
10.45
Credit Agreement, dated as of May 9, 2002, among NMHG Holding Co., NACCO Materials Handling
Group, Inc., NMHG Distribution Co., NACCO Materials Handling Limited, NACCO Materials Handling
B.V., the financial institutions from time to time a party thereto as Lenders, the financial
institutions from time to time a party thereto as Issuing Bank, Citicorp North America, Inc.,
as administrative agent for the Lenders and the Issuing Bank thereunder and Credit Suisse
First Boston as joint arrangers and joint bookrunners and CSFB as syndication agent is
incorporated herein by reference to Exhibit 10.1 to the NMHG Holding Co.s Registration
Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
Table of Contents
10.46
Operating Agreement, dated July 31, 1979, among Eaton Corporation and Sumitomo Heavy
Industries, Ltd. is incorporated herein by reference to Exhibit 10.2 to the Companys
Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.47
Amendment, dated as of January 1, 1994, to the Third Amendment and Restated Operating
Agreement dated as of November 7, 1991, between NACCO Materials Handling Group and AT&T
Commercial Finance Corporation is incorporated herein by reference to Exhibit 10(c) to the
Hyster-Yale Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, Commission
File Number 33-28812.
10.48
Equity joint venture contract, dated November 27, 1997, between Shanghai Perfect Jinqiao
United Development Company Ltd., Peoples Republic of China, NACCO Materials Handling Group,
Inc., USA, and Sumitomo-Yale Company Ltd., Japan is incorporated herein by reference to
Exhibit 10.3 to NMHG Holding Co.s Registration Statement on Form S-4, dated May 28, 2002,
Commission File Number 333-89248.
10.49
Recourse and Indemnity Agreement, dated October 21, 1998, between General Electric Capital
Corp., NMHG Financial Services, Inc. and NACCO Materials Handling Group, Inc. is incorporated
herein by reference to Exhibit 10.4 to NMHG Holding Co.s Registration Statement on Form S-4,
dated May 28, 2002, Commission File Number 333-89248.
10.50
Restated and Amended Joint Venture and Shareholders Agreement, dated April 15, 1998, between
General Electric Capital Corp. and NACCO Materials Handling Group, Inc. is incorporated herein
by reference to Exhibit 10.5 to NMHG Holding Co.s Registration Statement on Form S-4, dated
May 28, 2002, Commission File Number 333-89248.
10.51
Amendment No. 1 to the Restated and Amended Joint Venture and Shareholders Agreement between
General Electric Capital Corporation and NACCO Materials Handling Group, Inc., dated as of
October 21, 1998 is incorporated herein by reference to Exhibit 10.6 to NMHG Holding Co.s
Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.52
International Operating Agreement, dated April 15, 1998, between NACCO Materials Handling
Group, Inc. and General Electric Capital Corp. (the International Operating Agreement) is
incorporated herein by reference to Exhibit 10.7 to NMHG Holding Co.s Registration Statement
on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.53
Amendment No. 1 to the International Operating Agreement, dated as of October 21, 1998 is
incorporated herein by reference to Exhibit 10.8 to NMHG Holding Co.s Registration Statement
on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.54
Amendment No. 2 to the International Operating Agreement, dated as of December 1, 1999, is
incorporated herein by reference to Exhibit 10.9 to NMHG Holding Co.s Registration Statement
on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.55
Amendment No. 3 to the International Operating Agreement, dated as of May 1, 2000, is
incorporated herein by reference to Exhibit 10.10 to NMHG Holding Co.s Registration Statement
on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.56
Letter agreement, dated November 22, 2000, between General Electric Capital Corporation and
NACCO Materials Handling Group, Inc. amending the International Operating Agreement is
incorporated herein by reference to Exhibit 10.11 to NMHG Holding Co.s Registration Statement
on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
10.57
A$ Facility Agreement, dated November 22, 2000, between GE Capital Australia and National
Fleet Network Pty Limited is incorporated herein by reference to Exhibit 10.12 to NMHG Holding
Co.s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number
333-89248.
10.58
Loan Agreement, dated as of June 28, 1996, between NACCO Materials Handling Group, Inc. and
NACCO Industries, Inc. is incorporated herein by reference to Exhibit 10.13 to NMHG Holding
Co.s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number
333-89248.
10.59
First Amendment, dated as of June 28, 2002, to the Credit Agreement dated as of May 9, 2002,
among NMHG Holding Co., NACCO Materials Handling Group, Inc. NMHG Distribution Co., NACCO
Materials Handling Limited, NACCO Materials Handling B.V., the financial institutions from
time to time a party thereto as Lenders, the financial institutions from time to time a party
thereto as Issuing Bank, Citicorp North America, Inc., as administrative agent for the Lenders
and the Issuing Bank thereunder and Credit Suisse First Boston as joint arrangers and joint
bookrunners and CSFB as syndication agent is incorporated herein by reference to Exhibit
10(xci) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2002, Commission File Number 1-9172.
10.60
Amendment No. 2, dated as of January 1, 2004, to the Restated and Amended Joint Venture and
Shareholders Agreement between General Electric Capital Corporation and NACCO Materials
Handling Group, Inc. is incorporated herein by reference to Exhibit 10.35 to NMHG Holding
Co.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, Commission File
Number 333-89248.
Table of Contents
10.61
Letter Agreement, dated March 12, 2004, between General Electric Capital Corporation and
NACCO Materials Handling Group, Inc. amending the International Operating Agreement is
incorporated herein by reference to Exhibit 10.36 to NMHG Holding Co.s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004, Commission File Number 333-89248.
10.62
Letter Agreement, dated December 15, 2004, between General Electric Capital Corporation and
NACCO Materials Handling Group, Inc. amending the International Operating Agreement is
incorporated herein by reference to Exhibit 10.1 to NMHG Holding Co.s Current Report on Form
8-K, filed on February 18, 2005, Commission File Number 333-89248.
10.63
Letter Agreement, dated February 14, 2005, between General Electric Capital Corporation and
NACCO Materials Handling Group, Inc. amending the International Operating Agreement is
incorporated herein by reference to Exhibit 10.2 to NMHG Holding Co.s Current Report on Form
8-K, filed on February 18, 2005, Commission File Number 333-89248.
10.64
Fourth Amendment, dated as of June 30, 2004, to the Credit Agreement dated as of May 9,
2002, among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling
Limited, NACCO Materials Handling B.V., the financial institutions from time to time a party
thereto as Lenders, the financial institutions from time to time a party thereto as Issuing
Bank, Citicorp North America, Inc., as administrative agent for the Lenders and the Issuing
Bank thereunder and Credit Suisse First Boston as joint arrangers and joint bookrunners and
CSFB as syndication agent is incorporated herein by reference to Exhibit 10.37 to NMHG Holding
Co.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, Commission File
Number 333-89248.
10.65
Letter Agreement, dated March 28, 2005, between NACCO Materials Handling Group, Inc. and
General Electric Capital Corporation is incorporated herein by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed by the Company on April 1, 2005, Commission
File Number 1-9172.
10.66
Letter Agreement, dated May 31, 2005, between NACCO Materials Handling Group, Inc. and
General Electric Capital Corporation is incorporated herein by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed by the Company on June 6, 2005, Commission
File Number 1-9172.
10.67
Amendment No. 5, dated September 29, 2005, to the International Operating Agreement between
NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated
herein by reference to Exhibit 10.1 to NMHG Holding Co.s Current Report on Form 8-K, filed on
October 4, 2005, Commission File Number 333-89248.
10.68
Amended and Restated Credit Agreement, dated as of December 19, 2005, among NMHG Holding
Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials
Handling B.V., the financial institutions from time to time a party thereto as Lenders, the
financial institutions from time to time a party thereto as Issuing Bank, Citicorp North
America, Inc., in its capacity as administrative agent for the Lenders and the Issuing Bank
thereunder and Citigroup Global Markets Inc. as sole lead arranger and sole bookrunner is
incorporated herein by reference to Exhibit 10.1 to NMHG Holding Co.s Current Report on Form
8-K, filed on December 21, 2005, Commission File Number 333-89248.
10.69
Term Loan Agreement, dated March 22, 2006, by and among NACCO Materials Handling Group,
Inc., as borrower, the financial institutions party thereto, Citicorp North America, Inc., as
Administrative Agent, and Citigroup Global Markets Inc., as Sole Lead Arranger, Sole
Bookrunner and Syndication Agent, is incorporated herein by reference to Exhibit 10.1 to NMHG
Holding Co.s Current Report on Form 8-K, filed on March 28, 2006, Commission File Number
333-89248.
10.70
First Amendment to the Amended and Restated Credit Agreement, dated as of March 22, 2006, by
and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling
Limited, NACCO Materials Handling B.V., the financial institutions from time to time a party
thereto as Lenders, the financial institutions from time to time a party thereto as Issuing
Bank, Citicorp North America, Inc., in its capacity as administrative agent for the Lenders
and the Issuing Bank thereunder, and Citigroup Global Markets Inc. as sole lead arranger and
sole bookrunner is incorporated herein by reference to Exhibit 10.1 to NMHG Holding Co.s
Current Report on Form 8-K, filed on April 3, 2006, Commission File Number 333-89248.
10.71
Second Amendment to the Amended and Restated Credit Agreement, dated as of December 19,
2005, by and among NMHG Holding Co., certain of its subsidiaries, the Lenders, as defined in
the Credit Agreement, and Citicorp North America, Inc., as administrative agent for the
Lenders, is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K, filed by the Company on July 27, 2006, Commission File Number 1-9172.
10.72
Third Amendment to the Amended and Restated Credit Agreement, dated as of December 19, 2005,
by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling
Limited, NACCO Materials Handling B.V., the financial institutions from time to time a party
thereto as Lenders, the financial institutions from time to time a party thereto as Issuing
Bank, Citicorp North America, Inc., in its capacity as administrative agent for the Lenders
and the Issuing Bank thereunder, and Citigroup Global Markets Inc. as sole lead arranger and
sole bookrunner is incorporated herein by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed on December 19, 2006, Commission File Number 1-9172.
10.73
Agreement for Services between NMHG Oregon, LLC and Reginald R. Eklund, Effective July 1,
2006 is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed by the Company on September 6, 2006, Commission File Number 1-9172.
Table of Contents
10.74*
The NACCO Materials Handling Group, Inc. Excess Retirement Plan (Effective January 1, 2008),
is incorporated herein by reference to Exhibit 10.9 to the Companys Current Report on Form
8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.75*
The NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan For the
Period From January 1, 2000 Through December 31, 2007 (As Amended and Restated as of December
1, 2007), is incorporated herein by reference to Exhibit 10.14 to the Companys Current Report
on Form 8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.76*
Amendment No. 1 to The NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation
Plan For the Period From January 1, 2000 Through December 31, 2007 (As Amended and Restated as
of December 1, 2007), is incorporated herein by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q, filed by the Company on April 30, 2008, Commission File Number
1-9172.
10.77*
The NACCO Materials Handling Group, Inc. 2008 Annual Incentive Compensation Plan, is
incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K,
filed by the Company on March 31, 2008, Commission File Number 1-9172.
10.78*
The NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Effective
January 1, 2008), is incorporated herein by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K, filed by the Company on May 16, 2008, Commission File Number 1-9172.
10.79
Amendment No. 3, effective as of July 1, 2008, to the Restated and Amended Joint Venture and
Shareholders Agreement, dated as of April 15, 1998, by and between NACCO Materials Handling
Group, Inc. and General Electric Capital Corporation, is incorporated herein by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K, filed by the Company on August 1,
2008, Commission File Number 1-9172.
10.80
Amendment No. 7, effective as of July 1, 2008, to the International Operating Agreement,
dated as of April 15, 1998, by and between NACCO Materials Handling Group, Inc. and General
Electric Capital Corporation, is incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed by the Company on August 1, 2008, Commission File
Number 1-9172.
10.81
Amendment No. 2, effective as of July 1, 2008, to the Recourse and Indemnity Agreement,
dated as of October 21, 1998, by and among NACCO Materials Handling Group, Inc., NMHG
Financial Services, Inc. and General Electric Capital Corporation, is incorporated herein by
reference to Exhibit 10.3 to the Companys Current Report on Form 8-K, filed by the Company on
August 1, 2008, Commission File Number 1-9172.
10.82
Letter Agreement executed October 15, 2008 by and between NACCO Materials Handling Group,
Inc. and General Electric Capital Corporation is incorporated herein by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K, filed by the Company on October 20, 2008,
Commission File Number 1-9172.
10.83*
NACCO Materials Handling Group, Inc. Excess Pension Plan for UK Transferees (As Amended and
Restated Effective November 11, 2008) is incorporated herein by reference to Exhibit 10.81 to
the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
Commission File Number 1-9172.
10.84*
Amendment No. 1 to the NACCO Materials Handling Group, Inc. Excess Retirement Plan
(Effective January 1, 2008) is incorporated herein by reference to Exhibit 10.82 to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Commission
File Number 1-9172.
10.85*
The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated
April 24, 2009) is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q, filed by the Company on May 5, 2009, Commission File Number 1-9172.
10.86*
Amendment No. 1 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As
Amended and Restated Effective April 24, 2009) is attached hereto as Exhibit 10.86.
10.87*
Amendment No. 1 to the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation
Plan (Effective January 1, 2008) is attached hereto as Exhibit 10.87.
10.88*
Amendment No. 2 to the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation
Plan for the Period from January 1, 2000 through December 31, 2007 (As Amended and Restated as
of December 1, 2007) is attached hereto as Exhibit 10.88.
10.89*
The Kitchen Collection, Inc. Deferred Compensation Plan for Management Employees (As Amended
and Restated Effective December 1, 2007), is incorporated herein by reference to Exhibit 10.5
to the Companys Current Report on Form 8-K, filed by the Company on December 19, 2007,
Commission File Number 1-9172.
10.90*
The Kitchen Collection, Inc. Excess Retirement Plan (Effective January 1, 2008), is
incorporated herein by reference to Exhibit 10.10 to the Companys Current Report on Form 8-K,
filed by the Company on December 19, 2007, Commission File Number 1-9172.
Table of Contents
10.91*
The Kitchen Collection, Inc. Long-Term Incentive Compensation Plan For the Period From
January 1, 2003 Through December 31, 2007 (As Amended and Restated Effective as of December 1,
2007), is incorporated herein by reference to Exhibit 10.15 to the Companys Current Report on
Form 8-K, filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.92*
Amendment No. 1 to The Kitchen Collection, Inc. Long-Term Incentive Compensation Plan For
the Period From January 1, 2003 Through December 31, 2007 (As Amended and Restated Effective
as of December 1, 2007), is incorporated herein by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q, filed by the Company on April 30, 2008, Commission File Number
1-9172.
10.93*
The Kitchen Collection, Inc. 2008 Annual Incentive Compensation Plan is incorporated herein
by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q, filed by the
Company on April 30, 2008, Commission File Number 1-9172.
10.94*
The Kitchen Collection, Inc. Long-Term Incentive Compensation Plan (Effective January 1,
2008), is incorporated herein by reference to Exhibit 10.5 to the Companys Quarterly Report
on Form 10-Q, filed by the Company on April 30, 2008, Commission File Number 1-9172.
10.95
Guaranty Agreement, dated as of December 17, 2002, executed by Hamilton Beach/Proctor-Silex,
Inc. in favor of Wachovia National Association, as Administrative Agent, and ABN Amro Bank
N.V., Canadian Branch, as Canadian Agent, and the Lenders, for the benefit of Proctor-Silex
Canada, Inc. is incorporated herein by reference to Exhibit 10(xcvii) to the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2002, Commission File Number
1-9172.
10.96
Pledge Agreement, dated as of December 17, 2002, by and among HB-PS Holding Company, Inc.
and Wachovia National Association, as Administrative Agent (100% of stock of Hamilton
Beach/Proctor-Silex, Inc.) is incorporated herein by reference to Exhibit 10(xcviii) to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission
File Number 1-9172.
10.97
Pledge Agreement, dated as of December 17, 2002, by and among Hamilton Beach/Proctor-Silex,
Inc. and Wachovia National Association, as Administrative Agent (65% of stock of each of
Proctor-Silex Canada, Inc., Grupo HB/PS, S.A. de C.V., Hamilton Beach/Proctor-Silex de Mexico,
S.A. de C.V., and Proctor-Silex, S.A. de C.V. and 100% of Altoona Services, Inc.) is
incorporated herein by reference to Exhibit 10(xcix) to the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2002, Commission File Number 1-9172.
10.98
Agreement of Merger, dated as of January 20, 1988, among NACCO Industries, Inc., Housewares
Holding Company, WE-PS Merger, Inc. and WearEver-ProctorSilex, Inc., is incorporated herein by
reference to pages 8 through 97 of Exhibit 2 to the Companys Current Report on Form 8-K,
dated February 1, 1988, Commission File Number 1-9172.
10.99
Shareholders Agreement, dated January 20, 1988, among NACCO Industries, Inc. and the
shareholders named therein is incorporated herein by reference to pages 98 through 108 of
Exhibit 2 to the Companys Current Report on Form 8-K, dated February 1, 1988, Commission File
Number 1-9172.
10.100
Credit Agreement, dated as of December 17, 2002, among Hamilton Beach/Proctor-Silex, Inc.
and Proctor-Silex Canada, Inc., as Borrowers, each of the Financial Institutions initially a
signatory, as Lenders, Wachovia National Association, as Administrative Agent, ABN Amro Bank
N.V., Canadian Branch, as Canadian Agent, Key Bank, National Association, as Syndication
Agent, Fleet Capital Corporation, as Documentation Agent, LaSalle Business Credit, Inc., as
Documentation Agent, and National City Commercial Finance, Inc., as Documentation Agent is
incorporated herein by reference to Exhibit 10(xciv) to the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2002, Commission File Number 1-9172.
10.101
Security Agreement, dated as of December 17, 2002, between Hamilton Beach/Proctor-Silex,
Inc. and Wachovia National Association, as Administrative Agent is incorporated herein by
reference to Exhibit 10 (xcv) to the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, Commission File Number 1-9172.
10.102
Security Agreement, dated as of December 17, 2002, between Proctor-Silex Canada, Inc.,
Wachovia National Association, as Administrative Agent, and ABN Amro Bank N.V., Canadian
Branch, as Canadian Agent is incorporated herein by reference to Exhibit 10(xcvi) to the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission
File Number 1-9172.
10.103
First Amendment, dated as of June 29, 2004, to the Credit Agreement, dated as of December
17, 2002, among Hamilton Beach/Proctor-Silex, Inc. and Proctor-Silex Canada, Inc., as
Borrowers, each of the Financial Institutions initially a signatory, as Lenders, Wachovia
National Association, as Administrative Agent, ABN Amro Bank N.V., Canadian Branch, as
Canadian Agent, Key Bank, National Association, as Syndication Agent, Fleet Capital
Corporation, as Documentation Agent, LaSalle Business Credit, Inc., as Documentation Agent,
and National City Business Credit, Inc., as Documentation Agent is incorporated herein by
reference to Exhibit 10(cxxxvi) to the Companys Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, Commission File Number 1-9172.
Table of Contents
10.104
Second Amendment to Credit Agreement, dated as of June 23, 2005, among Hamilton
Beach/Proctor-Silex, Inc., the Lenders named therein and Wachovia Bank, as Agent, is
incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K,
filed by the Company on June 24, 2005, Commission File Number 1-9172.
10.105
Third Amendment to Credit Agreement, dated as of May 17, 2006, among Hamilton
Beach/Proctor-Silex, Inc., the Lenders named therein and Wachovia Bank, as Agent, is
incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K,
filed by the Company on June 26, 2006, Commission File Number 1-9172.
10.106
Fourth Amendment to Credit Agreement, dated as of May 31, 2007, among Hamilton
Beach/Proctor-Silex, Inc., the Lenders named therein and UBS AG, Stamford Branch as
Administrative Agent, KeyBank National Association as Documentation Agent and Wachovia Bank,
National Association as Syndication Agent, is incorporated herein by reference to Exhibit 10.1
to the Companys Current Report on Form 8-K, filed by the Company on June 4, 2007, Commission
File Number 1-9172.
10.107
Term Loan Credit Agreement, dated as of May 31, 2007, among Hamilton Beach/Proctor-Silex,
Inc., the Lenders named therein and UBS AG, Stamford Branch as Administrative Agent, KeyBank
National Association as Documentation Agent and Wachovia Bank, National Association as
Syndication Agent, is incorporated herein by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed by the Company on June 4, 2007, Commission File Number
1-9172.
10.108
First Amendment to Term Loan Credit Agreement, dated as of July 6, 2007, among Hamilton
Beach/Proctor-Silex, Inc., the Lenders named therein and UBS AG, Stamford Branch as
Administrative Agent, is incorporated herein by reference to Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q, filed by the Company on August 6, 2007, Commission File Number
1-9172.
10.109*
The Hamilton Beach Brands, Inc. Unfunded Benefit Plan (As Amended and Restated Effective as
of December 1, 2007), is incorporated herein by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K, filed by the Company on December 19, 2007, Commission File Number
1-9172.
10.110*
The Hamilton Beach Brands, Inc. Excess Retirement Plan (Effective January 1, 2008), is
incorporated herein by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K,
filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.111*
The Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan For the Period From
January 1, 2003 Through December 31, 2007 (As Amended and Restated as of December 1, 2007), is
incorporated herein by reference to Exhibit 10.13 to the Companys Current Report on Form 8-K,
filed by the Company on December 19, 2007, Commission File Number 1-9172.
10.112*
Amendment No. 1 to The Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan
For the Period From January 1, 2003 Through December 31, 2007 (As Amended and Restated
Effective as of December 1, 2007), is incorporated herein by reference to Exhibit 10.3 to the
Companys Quarterly Report on Form 10-Q, filed by the Company on April 30, 2008, Commission
File Number 1-9172.
10.113*
The Hamilton Beach Brands, Inc. 2008 Annual Incentive Compensation Plan is incorporated
herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K, filed by the
Company on March 31, 2008, Commission File Number 1-9172.
10.114*
The Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Effective January 1,
2008) is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed by the Company on May 16, 2008, Commission File Number 1-9172.
10.115*
Amendment No. 1 to the Hamilton Beach Brands, Inc. Unfunded Benefit Plan (As Amended and
Restated Effective as of December 1, 2007), is incorporated herein by reference to Exhibit
10.3 to the Companys Current Report on Form 8-K, filed by the Company on November 13, 2008,
Commission File Number 1-9172.
10.116*
Consulting Agreement between Hamilton Beach Brands, Inc. and Michael J. Morecroft, dated
November 10, 2009 (effective January 1, 2010) is incorporated herein by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K, filed by the Company on November 13, 2009,
Commission File Number 1-9172.
10.117*
Amendment No. 2 to the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan
for the Period from January 1, 2003 through December 31, 2007 (As Amended and Restated
Effective as of December 1, 2007) is attached hereto as Exhibit 10.117.
10.118*
Amendment No. 2 to the Hamilton Beach Brands, Inc. Unfunded Benefit Plan (As Amended and
Restated Effective as of December 1, 2007) is attached hereto as Exhibit 10.118.
10.119*
Amendment No. 1 to the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan
(Effective January 1, 2008) is attached hereto as Exhibit 10.119.
(21)
Subsidiaries. A list of the subsidiaries of the Company is attached hereto as Exhibit 21.
Table of Contents
(23)
Consents of experts and counsel.
23.1
The consent of Ernst & Young LLP, independent registered public accounting firm, is attached
hereto as Exhibit 23.1.
(24)
Powers of Attorney.
24.1
A copy of a power of attorney for Owsley Brown II is attached hereto as Exhibit 24.1.
24.2
A copy of a power of attorney for Dennis W. LaBarre is attached hereto as Exhibit 24.2.
24.3
A copy of a power of attorney for Richard de J. Osborne is attached hereto as Exhibit 24.3.
24.4
A copy of a power of attorney for Ian M. Ross is attached hereto as Exhibit 24.4.
24.5
A copy of a power of attorney for Michael E. Shannon is attached hereto as Exhibit 24.5.
24.6
A copy of a power of attorney for Britton T. Taplin is attached hereto as Exhibit 24.6.
24.7
A copy of a power of attorney for David F. Taplin is attached hereto as Exhibit 24.7.
24.8
A copy of a power of attorney for John F. Turben is attached hereto as Exhibit 24.8.
24.9
A copy of a power of attorney for Eugene Wong is attached hereto as Exhibit 24.9.
(31)
Rule 13a-14(a)/15d-14(a) Certifications.
31(i)(1)
Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the
Exchange Act is attached hereto as Exhibit 31(i)(1).
31(i)(2)
Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange
Act is attached hereto as Exhibit 31(i)(2).
(32)
Certification of Alfred M. Rankin, Jr. and Kenneth C. Schilling pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is attached hereto
as Exhibit 32.
(99)
Other exhibits not required to otherwise be filed. Audited Combined Financial Statements for
the Unconsolidated Mines of The North American Coal Corporation, dated December 31, 2009, 2008
and 2007 with Report of Independent Registered Public Accounting Firm is attached hereto as
Exhibit 99.
*
Management contract or compensation plan or arrangement required to be filed as an exhibit
pursuant to Item 15(b) of this Annual Report on Form 10-K.
(i) | No earnings shall be credited for the month in which the Participant receives the distribution of his Account. | ||
(ii) | In the event that the ROTCE determined for such Plan Year exceeds 5%, the Account shall retroactively be credited with the excess (if any) of (i) the amount determined by multiplying the average balance of such Account during each month of such Plan Year by the ROTCE determined for such Plan Year, compounded monthly over (ii) 5%. In the event of a Participants Termination of Employment during a Plan Year, the ROTCE calculation shall be made as of the last day of the month immediately preceding the date of the Participants Termination of Employment during a Plan Year, and shall be based on the year-to-date ROTCE for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by the Employer. For any subsequent month following such Termination, such ROTCE calculation shall not apply. |
NACCO INDUSTRIES, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Vice President, General Counsel and Secretary | ||||
1
NACCO INDUSTRIES, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Vice President, General Counsel and Secretary | ||||
1
(i) | No earnings shall be credited for the month in which the Participant receives the distribution of the principle amount of his Sub-Accounts. | ||
(ii) | In the event that the ROTCE determined for such Plan Year exceeds 5%, the Basic Excess 401(k) Sub-Account and Excess Matching Sub-Account shall retroactively be credited with the excess (if any) of (i) the amount determined by multiplying the Participants average Sub-Account balance during each month of such Plan Year by the ROTCE determined for such Plan Year, compounded monthly over (ii) 5%. In the event of a Participants Termination of Employment during a Plan Year, the ROTCE calculation shall be made during the month in which the Participant incurs a Termination of Employment and shall be based on the year-to-date ROTCE for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by the Company. For any subsequent month following such Termination, such ROTCE calculation shall not apply. |
NACCO INDUSTRIES, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Vice President, General Counsel and Secretary | ||||
1
THE NORTH AMERICAN COAL CORPORATION
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Assistant Secretary | ||||
1
THE NORTH AMERICAN COAL CORPORATION
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Assistant Secretary | ||||
1
NACCO MATERIALS HANDLING GROUP, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Vice President, General Counsel and Secretary | ||||
(i) | Interest Rate . At the end of each calendar month during a calendar year, the Sub-Accounts of Participants shall be credited with an amount determined by multiplying the Participants Sub-Account balances during such month by 5%. In addition, as of the end of each calendar year in which the ROTCE for such calendar year exceeds 5%, the Sub-Accounts shall also be credited with an additional amount determined by multiplying the Participants Sub-Account balances during each month of such calendar year by the excess of the ROTCE rate over 5%, compounded monthly. | ||
(ii) | Special Rules . In the event that, prior to an applicable Maturity Date, a Participant (1) incurs a Termination of Employment or (2) becomes eligible for a payment from a Sub-Account hereunder, the foregoing interest calculations shall be made as of the last day of the month prior to such date. When making such calculations, the ROTCE rate shall be equal to the year-to-date ROTCE rate as of the last day of the prior month. | ||
(iii) | Changes . The Committee may change (or suspend) the interest rate credited on Accounts at any time. Notwithstanding the foregoing, no such change may be made in a manner that would cause an amount to be paid to a Participant who is a Covered Employee to be includable as applicable employee remuneration of such Participant, as such term is defined in Code Section 162(m) . |
1
NACCO MATERIALS HANDLING GROUP, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Vice President, General Counsel and Secretary | ||||
2
1
NACCO MATERIALS HANDLING GROUP, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Vice President, General Counsel and Secretary | ||||
2
1
HAMILTON BEACH BRANDS, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Assistant Secretary | ||||
2
HAMILTON BEACH BRANDS, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Assistant Secretary | ||||
1
(i) | Interest Rate . At the end of each month during a calendar year, the Sub-Accounts of Participants shall be credited with an amount determined by multiplying such Participants average Sub-Account balances during such month by 5%. In addition, as of the end of each calendar year in which the ROTCE for such year exceeds 5%, the Sub-Accounts shall be retroactively credited with an additional amount determined by multiplying the Participants average Sub-Account balances during each month of such calendar year by the excess of the ROTCE rate over 5%, compounded monthly. | ||
(ii) | Special Rules . In the event that, prior to an applicable Maturity Date, a Participant (1) incurs a Termination of Employment or (2) becomes eligible for a payment from a Sub-Account hereunder, the foregoing interest calculations shall be made as of the last day of the month immediately preceding such date. When making such calculations, the ROTCE rate shall be equal to the year-to-date ROTCE as of the last day of the prior month (as calculated by NACCO). | ||
(iii) | Changes . The Committee may change (or suspend) the interest rate credited on Accounts hereunder at any time. Notwithstanding the foregoing, no such change may be made in a manner that would cause an amount to be paid to a Participant who is a Covered Employee to be includable as applicable employee remuneration of such Participant, as such term is defined in Code Section 162(m). |
HAMILTON BEACH BRANDS, INC.
|
||||
By: | /s/ Charles A. Bittenbender | |||
Title: Assistant Secretary | ||||
1
Name | Incorporation | |
|
||
Bellaire Corporation
|
Ohio | |
The Coteau Properties Company
|
Ohio | |
The Falkirk Mining Company
|
Ohio | |
Grupo HB/PS, S.A. de C.V.
|
Mexico | |
Hamilton Beach Brands Canada, Inc.
|
Ontario (Canada) | |
Hamilton Beach Brands, Inc.
|
Delaware | |
Hamilton Beach, Inc.
|
Delaware | |
Housewares Holding Co.
|
Delaware | |
Hyster (H.K.) Limited
|
China | |
Hyster-Yale Materials Handling, Inc.
|
Delaware | |
The Kitchen Collection, Inc.
|
Delaware | |
Mississippi Lignite Mining Company
|
Texas | |
NACCO Materials Handling Group Brasil Ltda.
|
Brazil | |
NACCO Materials Handling Group, Inc.
|
Delaware | |
NACCO Materials Handling Group, Ltd.
|
England | |
NACCO Materials Handling Group Pty, Ltd.
|
Australia | |
NACCO Materials Handling, B.V.
|
Netherlands | |
NACCO Materials Handling, S.p.A.
|
Italy | |
NACCO Materials Handling Limited
|
England | |
NMHG Remarketing Pty, Ltd.
|
Australia | |
NMHG Australia Holding Pty Ltd
|
Australia | |
NMHG Belgium BVBA
|
Belgium | |
NMHG Distribution B.V.
|
Netherlands | |
NMHG Distribution Pty. Limited
|
Australia | |
NMHG Financial Services, Inc.
|
Delaware (20%) | |
NMHG Holding Co.
|
Delaware | |
NMHG Mexico S.A. de C.V.
|
Mexico | |
NMHG Oregon, LLC
|
Oregon | |
N.M.H. Holding B.V.
|
Netherlands | |
N.M.H. International B.V.
|
Netherlands | |
The North American Coal Corporation
|
Delaware | |
North American Coal Royalty Company
|
Delaware | |
Oxbow Property Company L.L.C.
|
Louisiana | |
Red Hills Property Company L.L.C.
|
Mississippi | |
Red River Mining Company
|
Texas | |
The Sabine Mining Company
|
Nevada | |
Shanghai Hyster Forklift, Ltd
|
China | |
Shanghai Hyster International Trading Co. Ltd
|
China | |
Sumitomo-NACCO Materials Handling Co., Ltd.
|
Japan (50%) | |
Yale Materials Handling UK Limited
|
United Kingdom |
/s/ Ernst & Young LLP | ||||
/s/ Owsley Brown II | February 10, 2010 | |
Owsley Brown II | Date |
/s/ Dennis W. LaBarre | February 10, 2010 | |
Dennis W. LaBarre | Date |
/s/ Richard de J. Osborne | February 10, 2010 | |
Richard de J. Osborne | Date |
/s/ Ian M. Ross | February 10, 2010 | |
Ian M. Ross | Date |
/s/ Michael E. Shannon | February 10, 2010 | |
Michael E. Shannon | Date |
/s/ Britton T. Taplin | February 10, 2010 | |
Britton T. Taplin | Date |
/s/ David F. Taplin | February 10, 2010 | |
David F. Taplin | Date |
/s/ John F. Turben | February 10, 2010 | |
John F. Turben | Date |
/s/ Eugene Wong | February 10, 2010 | |
Eugene Wong | Date |
1. | I have reviewed this annual report on Form 10-K of NACCO Industries, 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 registrants other certifying officer(s) 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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 registrants 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 registrants internal control over financial reporting. |
Date: March 2, 2010 | /s/ Alfred M. Rankin, Jr. | |||
Alfred M. Rankin, Jr. | ||||
Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||||
1. | I have reviewed this annual report on Form 10-K of NACCO Industries, 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 registrants other certifying officer(s) 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected , or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
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 registrants 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 registrants internal control over financial reporting. |
Date: March 2, 2010 | /s/ Kenneth C. Schilling | |||
Kenneth C. Schilling | ||||
Vice President and Controller (Principal Financial Officer) | ||||
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
Date: March 2, 2010 | /s/ Alfred M. Rankin, Jr. | |||
Alfred M. Rankin, Jr. | ||||
Chairman, President and Chief Executive Officer
(Principal Executive Officer) |
||||
Date: March 2, 2010 | /s/ Kenneth C. Schilling | |||
Kenneth C. Schilling | ||||
Vice President and Controller
(Principal Financial Officer) |
||||
Report of Independent Registered Public Accounting Firm
|
1 | |||
|
||||
Audited Combined Financial Statements
|
||||
|
||||
Combined Balance Sheets
|
2 | |||
Combined Statements of Net Income and Comprehensive Income
|
4 | |||
Combined Statements of Equity
|
5 | |||
Combined Statements of Cash Flows
|
6 | |||
Notes to Combined Financial Statements
|
7 |
/s/ Ernst & Young LLP | ||||
1
December 31 | ||||||||
2009 | 2008 | |||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 2,802 | $ | 3,271 | ||||
Accounts receivable
|
27,872 | 29,668 | ||||||
Accounts receivable from affiliated companies
|
1,395 | 1,501 | ||||||
Inventories
|
78,159 | 52,006 | ||||||
Deferred income taxes
|
8,743 | 7,490 | ||||||
Other current assets
|
277 | 38 | ||||||
Total current assets
|
119,248 | 93,974 | ||||||
|
||||||||
Property, plant and equipment:
|
||||||||
Coal lands and real estate
|
101,631 | 101,066 | ||||||
Advance minimum royalties
|
1,506 | 1,723 | ||||||
Plant and equipment
|
721,564 | 661,220 | ||||||
Construction in progress
|
37,792 | 30,214 | ||||||
|
862,493 | 794,223 | ||||||
|
||||||||
Less allowance for depreciation, depletion,
and amortization
|
(378,006 | ) | (386,884 | ) | ||||
|
484,487 | 407,339 | ||||||
|
||||||||
Deferred charges:
|
||||||||
Deferred lease costs
|
18,473 | 19,154 | ||||||
Other
|
319 | 375 | ||||||
|
18,792 | 19,529 | ||||||
|
||||||||
Other assets:
|
||||||||
Note receivable from Parent Company
|
7,628 | 7,155 | ||||||
Other investments and receivables
|
126,472 | 123,335 | ||||||
|
134,100 | 130,490 | ||||||
|
$ | 756,627 | $ | 651,332 | ||||
2
December 31 | ||||||||
2009 | 2008 | |||||||
Liabilities and equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 19,552 | $ | 19,109 | ||||
Accounts payable to affiliated companies
|
1,789 | 892 | ||||||
Current maturities of long-term obligations
|
58,870 | 49,385 | ||||||
Current mine closing accrual
|
10,404 | 6,982 | ||||||
Other current liabilities
|
21,444 | 16,676 | ||||||
Total current liabilities
|
112,059 | 93,044 | ||||||
|
||||||||
Long-term obligations:
|
||||||||
Advances from customers
|
192,052 | 182,491 | ||||||
Notes payable
|
45,075 | 45,150 | ||||||
Capital lease obligations
|
251,419 | 180,628 | ||||||
|
488,546 | 408,269 | ||||||
|
||||||||
Noncurrent liabilities:
|
||||||||
Deferred income taxes
|
23,622 | 20,067 | ||||||
Mine closing accrual
|
59,325 | 55,872 | ||||||
Pension and post-retirement benefits
|
68,113 | 68,064 | ||||||
Other accrued liabilities
|
1,471 | 1,039 | ||||||
|
152,531 | 145,042 | ||||||
|
||||||||
Equity:
|
||||||||
Common stock and membership units
|
197 | 194 | ||||||
Capital in excess of stated value
|
791 | 791 | ||||||
Retained earnings
|
2,503 | 3,992 | ||||||
|
3,491 | 4,977 | ||||||
|
$ | 756,627 | $ | 651,332 | ||||
3
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Lignite tons sold
|
26,460 | 26,338 | 26,884 | |||||||||
|
||||||||||||
Income:
|
||||||||||||
Sales
|
$ | 418,907 | $ | 401,860 | $ | 346,251 | ||||||
Other
|
2,183 | 767 | 121 | |||||||||
|
421,090 | 402,627 | 346,372 | |||||||||
|
||||||||||||
Cost and expenses:
|
||||||||||||
Cost of sales
|
311,082 | 304,246 | 258,091 | |||||||||
Depreciation, depletion, and amortization
|
46,326 | 40,055 | 35,863 | |||||||||
|
357,408 | 344,301 | 293,954 | |||||||||
Gross Profit
|
63,682 | 58,326 | 52,418 | |||||||||
|
||||||||||||
Other income (expense)
|
||||||||||||
Interest
|
(23,524 | ) | (18,902 | ) | (16,152 | ) | ||||||
(Loss) gain on sale of assets
|
(1,553 | ) | (31 | ) | 1,396 | |||||||
|
(25,077 | ) | (18,933 | ) | (14,756 | ) | ||||||
Income before income taxes
|
38,605 | 39,393 | 37,662 | |||||||||
|
||||||||||||
Income taxes:
|
||||||||||||
Current
|
6,448 | 6,923 | 10,335 | |||||||||
Deferred
|
2,398 | 2,152 | (2,410 | ) | ||||||||
|
8,846 | 9,075 | 7,925 | |||||||||
Net income
|
29,759 | 30,318 | 29,737 | |||||||||
|
||||||||||||
Other comprehensive income:
|
||||||||||||
Current period cash flow hedge activity, net of $2 and
$7 tax provision in 2008 and 2007, respectively
|
| 4 | 14 | |||||||||
Comprehensive income
|
$ | 29,759 | $ | 30,322 | $ | 29,751 | ||||||
4
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Common stock and membership units:
|
||||||||||||
Beginning balance
|
$ | 194 | $ | 194 | $ | 194 | ||||||
Issuance of LLC membership units
|
3 | | | |||||||||
|
197 | 194 | 194 | |||||||||
Capital in excess of stated value
|
791 | 791 | 791 | |||||||||
Retained earnings:
|
||||||||||||
Beginning balance
|
3,992 | 4,112 | 4,148 | |||||||||
Net income
|
29,759 | 30,318 | 29,737 | |||||||||
Dividends paid
|
(31,248 | ) | (30,438 | ) | (29,773 | ) | ||||||
|
2,503 | 3,992 | 4,112 | |||||||||
Accumulated other comprehensive loss:
|
||||||||||||
Beginning balance
|
| (4 | ) | (18 | ) | |||||||
Current period cash flow hedge activity, net of $2, and $7
tax provision in 2008, and 2007 respectively
|
| 4 | 14 | |||||||||
|
| | (4 | ) | ||||||||
Total equity
|
$ | 3,491 | $ | 4,977 | $ | 5,093 | ||||||
5
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Operating activities
|
||||||||||||
Net income
|
$ | 29,759 | $ | 30,318 | $ | 29,737 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||||
Depreciation, depletion, and amortization
|
46,326 | 40,055 | 35,863 | |||||||||
Amortization of deferred financing costs
|
57 | 56 | 43 | |||||||||
Loss (gain) on sale of assets
|
1,553 | 31 | (1,396 | ) | ||||||||
Equity income in cooperatives
|
(964 | ) | (210 | ) | (457 | ) | ||||||
Mine closing accrual
|
(123 | ) | (2,674 | ) | (3,590 | ) | ||||||
Deferred lease costs
|
251 | 1,039 | 1,604 | |||||||||
Deferred income taxes
|
2,398 | 2,152 | (2,410 | ) | ||||||||
Post-retirement benefits and other accrued liabilities
|
711 | 355 | 823 | |||||||||
Amortization of advance minimum royalties
|
259 | 182 | 376 | |||||||||
Other noncurrent assets
|
(5,306 | ) | (9,303 | ) | 201 | |||||||
|
||||||||||||
|
74,921 | 62,001 | 60,794 | |||||||||
Working capital changes:
|
||||||||||||
Accounts receivable
|
7,120 | (4,798 | ) | 4,873 | ||||||||
Inventories
|
(26,153 | ) | (6,963 | ) | (6,981 | ) | ||||||
Accounts payable and other accrued liabilities
|
6,094 | 4,877 | 804 | |||||||||
Other changes in working capital
|
(238 | ) | 8 | 837 | ||||||||
|
(13,177 | ) | (6,876 | ) | (467 | ) | ||||||
Net cash provided by operating activities
|
61,744 | 55,125 | 60,327 | |||||||||
|
||||||||||||
Investing activities
|
||||||||||||
(Additions to) payments received on note from Parent Company, net
|
(473 | ) | 235 | 467 | ||||||||
Expenditures for property, plant, and equipment
|
(31,583 | ) | (49,424 | ) | (24,399 | ) | ||||||
Additions to advance minimum royalties
|
(42 | ) | (438 | ) | (375 | ) | ||||||
Proceeds from sale of property, plant, and equipment
|
12,192 | 3,798 | 2,109 | |||||||||
Net cash used for investing activities
|
(19,906 | ) | (45,829 | ) | (22,198 | ) | ||||||
|
||||||||||||
Financing activities
|
||||||||||||
Additions to advances from customer, net
|
9,891 | 36,165 | 13,899 | |||||||||
Issuance of equity units
|
3 | | | |||||||||
Additions to long-term obligations
|
| 5,287 | 25,000 | |||||||||
Repayment of long-term obligations
|
(20,953 | ) | (21,828 | ) | (43,192 | ) | ||||||
Financing fees paid
|
| | (267 | ) | ||||||||
Dividends paid
|
(31,248 | ) | (30,438 | ) | (29,773 | ) | ||||||
Net cash used for financing activities
|
(42,307 | ) | (10,814 | ) | (34,333 | ) | ||||||
|
||||||||||||
(Decrease) increase in cash and cash equivalents
|
(469 | ) | (1,518 | ) | 3,796 | |||||||
Cash and cash equivalents at beginning of year
|
3,271 | 4,789 | 993 | |||||||||
Cash and cash equivalents at end of year
|
$ | 2,802 | $ | 3,271 | $ | 4,789 | ||||||
6
7
8
9
10
December 31 | ||||||||
2009 | 2008 | |||||||
Beginning balance
|
$ | 62,854 | $ | 58,192 | ||||
Liabilities incurred during the period
|
4,599 | 7,336 | ||||||
Liabilities settled during the period
|
(2,173 | ) | (9,633 | ) | ||||
Accretion expense
|
4,449 | 6,959 | ||||||
|
$ | 69,729 | $ | 62,854 | ||||
11
12
13
14
December 31 | ||||||||
2009 | 2008 | |||||||
Coal
|
$ | 29,321 | $ | 8,564 | ||||
Supplies
|
48,838 | 43,442 | ||||||
|
$ | 78,159 | $ | 52,006 | ||||
15
December 31 | ||||||||
2009 | 2008 | |||||||
Long-term receivable from Unconsolidated Mine
customers related to:
|
||||||||
Asset retirement obligation
|
$ | 47,904 | $ | 43,659 | ||||
Pension and retiree medical obligation
|
56,663 | 57,721 | ||||||
Reclamation bond
|
15,895 | 13,424 | ||||||
Investment in cooperatives
|
13,304 | 12,340 | ||||||
Other
|
3,110 | 3,173 | ||||||
|
136,876 | 130,317 | ||||||
Less asset retirement obligation included in current
accounts receivable
|
10,404 | 6,982 | ||||||
|
$ | 126,472 | $ | 123,335 | ||||
16
December 31 | ||||||||
2009 | 2008 | |||||||
| | | | |||||||
Accrued payroll
|
$ | 13,522 | $ | 8,997 | ||||
Other
|
7,922 | 7,679 | ||||||
|
$ | 21,444 | $ | 16,676 | ||||
2010
|
$ | 10,644 | ||
2011
|
10,644 | |||
2012
|
10,644 | |||
2013
|
10,644 | |||
2014
|
10,644 | |||
Thereafter
|
61,364 | |||
|
||||
|
114,584 | |||
Advances with unspecified repayment schedule
|
92,705 | |||
|
||||
Total advances from customers
|
207,289 | |||
Less current maturities
|
15,237 | |||
|
||||
Total long-term advances from customers
|
$ | 192,052 | ||
|
17
December 31 | ||||||||
2009 | 2008 | |||||||
Promissory note payable due October 31, 2010
to a bank under a revolving agreement
providing for borrowings up to $25,000.
Interest is based on the banks daily cost of
funds plus 0.75% (2.06% and 1.54% at December
31, 2009 and 2008, respectively)
|
$ | 12,730 | $ | 6,434 | ||||
Secured note payable due February 22, 2012,
with semiannual interest payments at an
interest rate of 7.03% on the unpaid balance
|
20,000 | 20,000 | ||||||
Secured note payable due October 31, 2024,
with semiannual interest payments at an
interest rate of 6.37% on the unpaid balance
|
25,000 | 25,000 | ||||||
Other
|
150 | 225 | ||||||
Total notes payable
|
$ | 57,880 | $ | 51,659 | ||||
Less current portion
|
12,805 | 6,509 | ||||||
Long-term portion of notes payable
|
$ | 45,075 | $ | 45,150 | ||||
2010
|
$ | 12,805 | ||
2011
|
75 | |||
2012
|
20,000 | |||
2013
|
| |||
2014
|
| |||
Thereafter
|
25,000 | |||
|
||||
|
$ | 57,880 | ||
|
18
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Service cost
|
$ | 3,678 | $ | 3,508 | $ | 3,599 | ||||||
Interest cost
|
7,979 | 7,190 | 6,576 | |||||||||
Expected return on plan assets
|
(8,100 | ) | (8,338 | ) | (7,363 | ) | ||||||
Amortization of actuarial loss
|
84 | 7 | 57 | |||||||||
Amortization of prior service cost
|
999 | 799 | 857 | |||||||||
Net periodic pension expense
|
$ | 4,640 | $ | 3,166 | $ | 3,726 | ||||||
19
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Current year actuarial (gain) loss
|
$ | (680 | ) | $ | 35,793 | $ | (7,929 | ) | ||||
Current year prior service cost
|
| 1,778 | | |||||||||
Amortization of actuarial loss
|
(84 | ) | (7 | ) | (57 | ) | ||||||
Amortization of prior service cost
|
(999 | ) | (799 | ) | (857 | ) | ||||||
Amount recognized in long-term receivable
|
$ | (1,763 | ) | $ | 36,765 | $ | (8,843 | ) | ||||
December 31 | ||||||||
2009 | 2008 | |||||||
| | | | |||||||
Change in benefit obligation:
|
||||||||
Projected benefit obligation at beginning of year
|
$ | 124,142 | $ | 112,522 | ||||
Measurement date change
|
| 2,147 | ||||||
Service cost
|
3,678 | 3,508 | ||||||
Interest cost
|
7,979 | 7,190 | ||||||
Plan amendments
|
| 1,778 | ||||||
Actuarial loss (gain)
|
7,849 | (660 | ) | |||||
Benefits paid
|
(2,837 | ) | (2,343 | ) | ||||
Projected benefit obligation at end of year
|
$ | 140,811 | $ | 124,142 | ||||
|
||||||||
Change in plan assets:
|
||||||||
Fair value of plan assets at beginning of year
|
$ | 69,252 | $ | 94,239 | ||||
Measurement date change
|
| 2,211 | ||||||
Actual return (loss) on plan assets
|
16,629 | (28,115 | ) | |||||
Employer contributions
|
4,470 | 3,260 | ||||||
Benefits paid
|
(2,837 | ) | (2,343 | ) | ||||
Fair value of plan assets at end of year
|
$ | 87,514 | $ | 69,252 | ||||
|
||||||||
Funded status at end of year
|
$ | (53,297 | ) | $ | (54,890 | ) | ||
20
December 31 | ||||||||
2009 | 2008 | |||||||
Amounts recognized in the balance sheets consist of:
|
||||||||
Current liabilities
|
$ | (32 | ) | $ | (30 | ) | ||
Noncurrent liabilities
|
(53,265 | ) | (54,860 | ) | ||||
|
$ | (53,297 | ) | $ | (54,890 | ) | ||
|
||||||||
Components of long-term receivables from customers
consist of:
|
||||||||
Actuarial loss
|
$ | 36,791 | $ | 37,556 | ||||
Prior service cost
|
6,369 | 7,366 | ||||||
Measurement date change
|
| 834 | ||||||
|
$ | 43,160 | $ | 45,756 | ||||
21
Target Allocation | ||||||||||||
Actual 2009 | Actual 2008 | Range | ||||||||||
U.S. equity securities
|
52.5 | % | 49.4 | % | 41.0%62.0 | % | ||||||
Non-U.S. equity securities
|
13.0 | % | 11.7 | % | 10.0%16.0 | % | ||||||
Fixed income securities
|
33.7 | % | 37.4 | % | 30.0%40.0 | % | ||||||
Money market
|
0.8 | % | 1.5 | % | 0.0%10.0 | % |
U.S. equity securities
|
$ | 45,971 | ||
Non-U.S. equity securities
|
11,372 | |||
Fixed income securities
|
29,497 | |||
Money market
|
674 | |||
|
||||
Total
|
$ | 87,514 | ||
|
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Service cost
|
$ | 725 | $ | 739 | $ | 689 | ||||||
Interest cost
|
1,313 | 1,358 | 1,013 | |||||||||
Expected return on plan assets
|
(454 | ) | (944 | ) | (879 | ) | ||||||
Amortization of actuarial loss
|
605 | 372 | 299 | |||||||||
Amortization of prior service credit
|
(825 | ) | (709 | ) | (952 | ) | ||||||
Net periodic postretirement expense
|
$ | 1,364 | $ | 816 | $ | 170 | ||||||
22
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2008 | ||||||||||
Current year actuarial loss
|
$ | 313 | $ | 2,025 | $ | 1,018 | ||||||
Current year prior service cost (credit)
|
| (776 | ) | 2,221 | ||||||||
Amortization of actuarial loss
|
(605 | ) | (372 | ) | (299 | ) | ||||||
Amortization of prior service credit
|
825 | 709 | 952 | |||||||||
Amount recognized in long-term receivable
|
$ | 533 | $ | 1,586 | $ | 3,892 | ||||||
December 31 | ||||||||
2009 | 2008 | |||||||
Change in benefit obligation:
|
||||||||
Benefit obligation at beginning of year
|
$ | 21,034 | $ | 21,485 | ||||
Measurement date change
|
| 370 | ||||||
Service cost
|
725 | 739 | ||||||
Interest cost
|
1,313 | 1,358 | ||||||
Plan amendments
|
| (776 | ) | |||||
Actuarial loss (gain)
|
1,048 | (1,101 | ) | |||||
Benefits paid
|
(1,570 | ) | (1,041 | ) | ||||
Benefit obligation at end of year
|
$ | 22,550 | $ | 21,034 | ||||
|
||||||||
Change in plan assets:
|
||||||||
Fair value of plan assets at beginning of year
|
$ | 7,293 | $ | 10,700 | ||||
Measurement date change
|
| 157 | ||||||
Actual return (loss) on plan assets
|
1,188 | (2,181 | ) | |||||
Employer contributions
|
576 | 341 | ||||||
Benefits and taxes paid
|
(1,870 | ) | (1,724 | ) | ||||
Fair value of plan assets at end of year
|
$ | 7,187 | $ | 7,293 | ||||
|
||||||||
Funded status at end of year
|
$ | (15,363 | ) | $ | (13,741 | ) | ||
23
Amounts recognized in the consolidated
balance sheets consist of:
|
||||||||
Current liabilities
|
$ | (515 | ) | $ | (536 | ) | ||
Noncurrent liabilities
|
(14,848 | ) | (13,205 | ) | ||||
|
$ | (15,363 | ) | $ | (13,741 | ) | ||
|
||||||||
Components of long-term receivables from customers
consist of:
|
||||||||
Actuarial loss
|
$ | 3,366 | $ | 7,553 | ||||
Prior service credit
|
(2,636 | ) | (4,881 | ) | ||||
Measurement date change
|
| 205 | ||||||
|
$ | 730 | $ | 2,877 | ||||
1-Percentage- | 1-Percentage- | |||||||
Point Increase | Point Decrease | |||||||
Effect on total of service and interest cost
|
$ | 179 | $ | (159 | ) | |||
Effect on postretirement benefit obligation
|
$ | 1,817 | $ | (1,628 | ) |
24
December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Weighted-average discount rates pension
|
5.90 | % | 6.30 | % | 6.25 | % | ||||||
Weighted-average discount rates postretirement
|
5.30 | % | 6.20 | % | 6.03 | % | ||||||
Rate of increase in compensation levels
|
3.75 | % | 3.75 | % | 3.75 | % | ||||||
Expected long-term rate of return on assets
|
8.50 | % | 8.50 | % | 9.00 | % | ||||||
Health care cost trend rate assumed for next year
|
6.00 | % | 7.00 | % | 8.00 | % | ||||||
Ultimate health care cost trend rate
|
5.00 | % | 5.00 | % | 5.00 | % | ||||||
Year that the rate reaches the ultimate trend rate
|
2012 | 2012 | 2012 |
25
2010
|
$ | 48,429 | ||
2011
|
47,528 | |||
2012
|
44,475 | |||
2013
|
44,073 | |||
2014
|
39,426 | |||
Thereafter
|
151,469 | |||
|
||||
Total minimum lease payments
|
375,400 | |||
Amounts representing interest
|
(93,153 | ) | ||
|
||||
Present value of net minimum lease payments
|
282,247 | |||
Current maturities
|
(30,828 | ) | ||
|
||||
Long-term capital lease obligations
|
$ | 251,419 | ||
|
December 31 | ||||||||
2009 | 2008 | |||||||
| | | | |||||||
Plant and equipment
|
$ | 368,357 | $ | 316,399 | ||||
Accumulated amortization
|
(106,676 | ) | (128,853 | ) | ||||
|
$ | 261,681 | $ | 187,546 | ||||
26
2010
|
$ | 3,113 | ||
2011
|
1,679 | |||
2012
|
210 | |||
2013
|
5 | |||
2014
|
| |||
|
||||
|
$ | 5,007 | ||
|
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
| | | | | |||||||||||
Current:
|
||||||||||||
Federal
|
$ | 6,448 | $ | 6,923 | $ | 10,335 | ||||||
Total current tax provision
|
6,448 | 6,923 | 10,335 | |||||||||
|
||||||||||||
Deferred:
|
||||||||||||
Federal
|
2,398 | 2,152 | (2,410 | ) | ||||||||
Total deferred tax (benefit) provision
|
2,398 | 2,152 | (2,410 | ) | ||||||||
Total provision for income taxes
|
$ | 8,846 | $ | 9,075 | $ | 7,925 | ||||||
27
Years Ended December 31 | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Income before income taxes
|
$ | 38,605 | $ | 39,393 | $37,662 | |||||||
|
||||||||||||
Statutory taxes at 35.0%
|
$ | 13,512 | $ | 13,787 | $13,182 | |||||||
Percentage depletion
|
(4,718 | ) | (4,680 | ) | (5,201 | ) | ||||||
Other net
|
52 | (32 | ) | (56 | ) | |||||||
Income tax provision
|
$ | 8,846 | $ | 9,075 | $7,925 | |||||||
|
||||||||||||
Effective income tax rate
|
22.91 | % | 23.04 | % | 21.04 | % | ||||||
December 31 | ||||||||
2009 | 2008 | |||||||
Deferred tax assets:
|
||||||||
Accrued expense and reserves
|
$ | 4,992 | $ | 4,485 | ||||
Pensions
|
396 | 1,275 | ||||||
Asset valuation
|
4,754 | 4,554 | ||||||
Inventory
|
1,776 | 1,480 | ||||||
Other employee benefits
|
1,408 | 1,134 | ||||||
Total deferred tax assets
|
13,326 | 12,928 | ||||||
|
||||||||
Deferred tax liabilities:
|
||||||||
Property, plant, and equipment
|
(28,319 | ) | (25,531 | ) | ||||
Total deferred tax liabilities
|
(28,319 | ) | (25,531 | ) | ||||
Net deferred tax liability
|
$ | (14,993 | ) | $ | (12,603 | ) | ||
29
December 31 | ||||||||
2009 | 2008 | |||||||
Fair value:
|
||||||||
Notes payable
|
$ | (58,693 | ) | $ | (52,766 | ) | ||
Advances from customers
|
$ | (134,291 | ) | $ | (128,679 | ) | ||
|
||||||||
Carrying value:
|
||||||||
Notes payable
|
$ | (57,880 | ) | $ | (51,659 | ) | ||
Advances from customers
|
$ | (207,289 | ) | $ | (197,398 | ) |
30
Common | Capital in Excess | |||||||
Stock | of Stated Value | |||||||
Coteau common stock, without par value
(stated value $10 per share)
authorized 1,000 shares; issued and
outstanding 100 shares
|
$ | 1 | $ | 791 | ||||
Falkirk common stock, without par
value (stated value $1,919.30 a share)
authorized 1,000 shares; issued and
outstanding 100 shares
|
192 | | ||||||
Sabine common stock, $1 par value
authorized, issued and outstanding
1,000 shares
|
1 | | ||||||
Demery membership units, $10 par value
authorized, issued and outstanding
100 shares
|
1 | | ||||||
Caddo membership units, $10 par value
authorized, issued and outstanding
100 shares
|
1 | | ||||||
Camino Real membership units, $10 par
value authorized, issued and
outstanding 100 shares
|
1 | | ||||||
|
$ | 197 | $ | 791 | ||||
31
December 31 | ||||||||
2009 | 2008 | |||||||
Cash paid during the year for:
|
||||||||
Interest
|
$ | 23,939 | $ | 20,926 | ||||
Income taxes
|
8,114 | 7,968 | ||||||
Property, plant, and equipment:
|
||||||||
Capital leases and land
|
101,251 | 58,824 | ||||||
Deferred lease costs
|
11 | (30 | ) | |||||
Lease obligations
|
(101,262 | ) | (58,794 | ) | ||||
Accounting for asset retirement obligations:
|
||||||||
Change in property, plant, and equipment
|
4,599 | 7,336 | ||||||
Change in receivables from customers including
depreciation billed
|
4,246 | 2,425 | ||||||
Change in liabilities
|
(6,875 | ) | (4,663 | ) |
32
33