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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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31-1637659
(I.R.S. Employer Identification No.)
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5875 Landerbrook Drive, Suite 300, Cleveland, Ohio
(Address of principal executive offices)
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44124-4069
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, Par Value $0.01 Per Share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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•
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potential political, economic and social instability in the foreign countries in which the Company operates;
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•
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currency risks, see the risk factor titled “The pricing and costs of the Company's products have been and may continue to be impacted by foreign currency fluctuations, which could materially increase costs, result in material exchange losses and materially reduce operating margins”;
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•
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imposition of or increases in currency exchange controls;
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•
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potential inflation in the applicable foreign economies;
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•
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imposition of or increases in import duties and other tariffs on products;
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•
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imposition of or increases in foreign taxation of earnings and withholding on payments received from the Company's subsidiaries;
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•
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regulatory changes affecting international operations; and
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•
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stringent labor regulations.
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•
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require the Company to dedicate a significant portion of its cash flow from operations to paying the principal of and interest on its indebtedness, thereby reducing funds available for other corporate purposes;
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•
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limit the Company's ability to refinance its indebtedness on terms acceptable to the Company or at all;
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•
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limit the Company's ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions; and
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•
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make the Company more vulnerable to economic downturns and limit its ability to withstand competitive pressures.
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•
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approving or allowing any transaction that results in a change in ownership of 35% or more of the value
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•
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redeeming equity securities;
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•
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selling or otherwise disposing of more than 35% of the value of assets;
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•
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acquiring a business or assets with equity securities to the extent one or more persons would acquire 35% or more of the value or the voting power of the Company's common stock; and
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•
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engaging in certain internal transactions.
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Region
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Facility Location
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Owned/Leased
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Function(s)
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Americas
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Berea, Kentucky
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Owned
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Assembly of lift trucks and manufacture of component parts
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Cleveland, Ohio
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Leased
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Corporate headquarters
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Danville, Illinois
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Owned
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Americas parts distribution center
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Greenville,
North Carolina
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Owned
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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
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Fairview, Oregon
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Owned
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Global executive administrative center; counterbalanced development center for design and testing of lift trucks, prototype equipment and component parts
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Ramos Arizpe,
Mexico
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Owned
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Manufacture of component parts for lift trucks
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Sao Paulo, Brazil
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Owned
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Assembly of lift trucks, sale of parts and marketing operations for Brazil
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Sulligent, Alabama
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Owned
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Manufacture of component parts for lift trucks
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Europe
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Craigavon,
Northern Ireland
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Owned
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Manufacture of lift trucks and cylinders; frame and mast fabrication for Europe
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Fleet, England
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Leased
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European executive center; marketing and sales operations for Hyster
®
and Yale
®
in Europe
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Irvine, Scotland
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Leased
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European administrative center
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Masate, Italy
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Leased
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Assembly of lift trucks; European warehouse development center
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Nijmegen,
The Netherlands
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Owned
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Big trucks development center; manufacture and assembly of big trucks and component parts; European parts distribution center
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Asia-Pacific
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Shanghai, China
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Owned
(1)
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Assembly of lift trucks by Shanghai Hyster joint venture, sale of parts and marketing operations of China
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Sydney, Australia
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Leased
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Divisional headquarters and sales and marketing for Asia-Pacific; Asia-Pacific parts distribution center
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India
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Pune, India
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Leased
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Engineering design services
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(1)
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This facility is owned by Shanghai Hyster Forklift Ltd., the Company’s Chinese joint venture company.
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2012
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||||||||||
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Sales Price
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||||||||
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High
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Low
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Cash Dividend
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||||||
Fourth quarter
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$
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49.72
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$
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37.68
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$
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2.25
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Issuer Purchases of Equity Securities
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||||||||||
Period
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(a)
Total Number of Shares Purchased
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(b)
Average Price Paid per Share
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(c)
Total Number of Shares Purchased as Part of the Publicly Announced Program
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(d)
Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Program (1)
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||||||
Month #1
(October 1 to 31, 2012)
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—
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—
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—
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—
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||||||
Month #2
(November 1 to 30, 2012)
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—
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—
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—
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—
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||||||
Month #3
(December 1 to 31, 2012)
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47,348
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$
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46.49
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47,348
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$
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47,798,896
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Total
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47,348
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$
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46.49
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47,348
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$
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47,798,896
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(1)
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On December 7, 2012, the Company announced that the Company's Board of Directors approved the repurchase of up to $50 million of the Company's outstanding Class A common stock. The timing and amount of any repurchases will be determined at the discretion of the Company's management based on a number of factors, including the availability of capital, other capital allocation alternatives and market conditions for the Company's Class A common stock. The share repurchase program does not require the Company to acquire any specific number of shares but it is limited to a maximum number of shares not to exceed ten percent of all Common Stock outstanding. It may be modified, suspended, extended or terminated by the Company at any time without prior notice and will be executed through open market purchases. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be prevented from doing so. As of December 31, 2012, the Company had repurchased $2.2 million of Class A common stock under this program.
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Year Ended December 31
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2012
(2)
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2011
(2)
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2010
(2)
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2009
(2)
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2008
(2)(4)
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||||||||||
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(In millions, except per share data)
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||||||||||||||||||
Operating Statement Data:
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||||||||||
Revenues
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$
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2,469.1
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$
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2,540.8
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$
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1,801.9
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$
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1,475.2
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$
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2,824.3
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Operating profit (loss)
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$
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111.7
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$
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110.0
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$
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46.1
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$
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(31.2
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)
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$
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(344.0
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)
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Net income (loss)
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$
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98.1
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$
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82.6
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$
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32.3
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$
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(43.2
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)
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$
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(375.8
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)
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Net (income) loss attributable to noncontrolling interest
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(0.1
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)
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—
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0.1
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0.1
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(0.2
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)
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|||||
Net income (loss) attributable to stockholders
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$
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98.0
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$
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82.6
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$
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32.4
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$
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(43.1
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)
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$
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(376.0
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)
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||||||||||
Basic earnings (loss) per share attributable to stockholders:
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$
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5.84
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$
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4.93
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$
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1.95
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$
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(2.60
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)
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$
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(22.70
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)
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Diluted earnings (loss) per share attributable to stockholders:
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$
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5.83
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$
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4.91
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$
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1.94
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$
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(2.60
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)
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$
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(22.70
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)
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||||||||||
Balance Sheet Data at December 31:
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|||||
Total assets
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$
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1,064.4
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$
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1,117.0
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$
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1,041.2
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$
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914.1
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$
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1,095.1
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Long-term debt
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$
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106.9
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$
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54.6
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$
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215.5
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$
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229.2
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$
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229.7
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Stockholders' equity
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$
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341.3
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$
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296.3
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$
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230.7
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$
|
207.1
|
|
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$
|
154.2
|
|
|
|
|
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||||||||||
Cash Flow Data:
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|||||
Provided by (used for) operating activities
|
$
|
128.7
|
|
|
$
|
54.6
|
|
|
$
|
47.5
|
|
|
$
|
115.9
|
|
|
$
|
(27.3
|
)
|
Provided by (used for) investing activities
|
$
|
(19.5
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
5.8
|
|
|
$
|
(37.5
|
)
|
Provided by (used for) financing activities
|
$
|
(144.4
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(18.3
|
)
|
|
$
|
48.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends paid to NACCO
|
$
|
5.0
|
|
|
$
|
10.0
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends
(1)(3)
|
$
|
2.25
|
|
|
|
|
|
|
|
|
|
||||||||
Market value at December 31
(1)
|
$
|
48.80
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders' equity at December 31
(1)
|
$
|
20.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Actual shares outstanding at December 31
(1)
|
16.732
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic weighted average shares outstanding
(2)
|
16.768
|
|
|
16.767
|
|
|
16.657
|
|
|
16.579
|
|
|
16.561
|
|
|||||
Diluted weighted average shares outstanding
(2)
|
16.800
|
|
|
16.815
|
|
|
16.688
|
|
|
16.579
|
|
|
16.561
|
|
|||||
Total employees at December 31
|
5,300
|
|
|
5,300
|
|
|
5,000
|
|
|
4,500
|
|
|
5,700
|
|
(1)
|
This information is only included for periods subsequent to the spin-off from NACCO.
|
(2)
|
As a result of the distribution of one share of Class A Common and one share of Class B Common for each share of NACCO Class A and NACCO Class B on September 28, 2012, the earnings per share amounts and the weighted average shares outstanding for the Company have been calculated based upon doubling the relative historical basic and diluted weighted average shares outstanding of NACCO.
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(3)
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Includes an extraordinary dividend of $2.00 per share paid to stockholders of the Company during the fourth quarter of 2012.
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(4)
|
During the fourth quarter of 2008, NACCO’s stock price significantly declined compared with previous periods and the market value of NACCO's equity was below its book value of tangible assets and its book value of equity. NACCO 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 $351.1 million during the fourth quarter of 2008.
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Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
||||||
Americas
|
$
|
1,563.7
|
|
|
$
|
1,573.4
|
|
|
$
|
1,142.6
|
|
Europe
|
677.9
|
|
|
751.7
|
|
|
485.3
|
|
|||
Asia-Pacific
|
227.5
|
|
|
215.7
|
|
|
174.0
|
|
|||
|
$
|
2,469.1
|
|
|
$
|
2,540.8
|
|
|
$
|
1,801.9
|
|
Operating profit (loss)
|
|
|
|
|
|
||||||
Americas
|
$
|
75.6
|
|
|
$
|
86.0
|
|
|
$
|
49.3
|
|
Europe
|
31.6
|
|
|
21.9
|
|
|
1.1
|
|
|||
Asia-Pacific
|
4.5
|
|
|
2.1
|
|
|
(4.3
|
)
|
|||
|
$
|
111.7
|
|
|
$
|
110.0
|
|
|
$
|
46.1
|
|
|
|
|
|
|
|
||||||
Interest expense
|
$
|
12.4
|
|
|
$
|
15.8
|
|
|
$
|
16.6
|
|
Other income
|
$
|
(5.8
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(4.6
|
)
|
Net income attributable to stockholders
|
$
|
98.0
|
|
|
$
|
82.6
|
|
|
$
|
32.4
|
|
Effective income tax rate
|
6.7
|
%
|
|
18.6
|
%
|
|
5.3
|
%
|
|
Revenues
|
||
2011
|
$
|
2,540.8
|
|
Increase (decrease) in 2012 from:
|
|
||
Foreign currency
|
(70.6
|
)
|
|
Unit volume and product mix
|
(26.3
|
)
|
|
Other
|
(13.6
|
)
|
|
Unit price
|
28.8
|
|
|
Parts
|
10.0
|
|
|
2012
|
$
|
2,469.1
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2011
|
$
|
110.0
|
|
Increase (decrease) in 2012 from:
|
|
||
Gross profit
|
14.4
|
|
|
Other
|
5.0
|
|
|
Foreign currency
|
3.4
|
|
|
Other selling, general and administrative expenses
|
(21.1
|
)
|
|
2012
|
$
|
111.7
|
|
|
Revenues
|
||
2010
|
$
|
1,801.9
|
|
Increase (decrease) in 2011 from:
|
|
||
Unit volume and product mix
|
607.5
|
|
|
Foreign currency
|
63.3
|
|
|
Unit price
|
52.9
|
|
|
Other
|
29.0
|
|
|
Parts
|
26.6
|
|
|
Sale of certain operations
|
(40.4
|
)
|
|
2011
|
$
|
2,540.8
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2010
|
$
|
46.1
|
|
Increase (decrease) in 2011 from:
|
|
||
Restructuring programs
|
(1.9
|
)
|
|
Loss on sale of certain operations
|
6.1
|
|
|
|
50.3
|
|
|
Gross profit
|
132.3
|
|
|
Other
|
0.8
|
|
|
Other selling, general and administrative expenses
|
(52.2
|
)
|
|
Foreign currency
|
(21.2
|
)
|
|
2011
|
$
|
110.0
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income before income taxes
|
|
$
|
105.1
|
|
|
$
|
101.5
|
|
|
$
|
34.1
|
|
Statutory taxes at 35%
|
|
$
|
36.8
|
|
|
$
|
35.5
|
|
|
$
|
11.9
|
|
Discrete items:
|
|
|
|
|
|
|
||||||
Valuation allowance
|
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|||
Unremitted foreign earnings
|
|
(1.7
|
)
|
|
—
|
|
|
1.3
|
|
|||
Settlements
|
|
0.1
|
|
|
(1.0
|
)
|
|
(5.0
|
)
|
|||
Sale of foreign investments
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Change in tax law
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Other
|
|
0.5
|
|
|
(1.2
|
)
|
|
2.5
|
|
|||
|
|
(11.8
|
)
|
|
(2.2
|
)
|
|
(6.0
|
)
|
|||
Other permanent items:
|
|
|
|
|
|
|
||||||
Valuation allowance
|
|
(9.0
|
)
|
|
(6.7
|
)
|
|
9.2
|
|
|||
Foreign tax rate differential
|
|
(9.6
|
)
|
|
(8.8
|
)
|
|
(12.2
|
)
|
|||
State income taxes
|
|
1.8
|
|
|
2.0
|
|
|
—
|
|
|||
Other
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(1.1
|
)
|
|||
|
|
(18.0
|
)
|
|
(14.4
|
)
|
|
(4.1
|
)
|
|||
Income tax provision
|
|
$
|
7.0
|
|
|
$
|
18.9
|
|
|
$
|
1.8
|
|
Effective income tax rate
|
|
6.7
|
%
|
|
18.6
|
%
|
|
5.3
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2012
|
|
2011
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
98.1
|
|
|
$
|
82.6
|
|
|
$
|
15.5
|
|
Depreciation and amortization
|
28.0
|
|
|
31.3
|
|
|
(3.3
|
)
|
|||
Other
|
(17.2
|
)
|
|
8.7
|
|
|
(25.9
|
)
|
|||
Working capital changes:
|
|
|
|
|
|
||||||
Accounts receivable
|
27.2
|
|
|
(59.3
|
)
|
|
86.5
|
|
|||
Inventories
|
0.4
|
|
|
(37.8
|
)
|
|
38.2
|
|
|||
Accounts payable and other liabilities
|
(6.0
|
)
|
|
29.8
|
|
|
(35.8
|
)
|
|||
Other
|
(1.8
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|||
Net cash provided by operating activities
|
128.7
|
|
|
54.6
|
|
|
74.1
|
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(19.8
|
)
|
|
(16.5
|
)
|
|
(3.3
|
)
|
|||
Proceeds from the sale of assets
|
0.3
|
|
|
0.5
|
|
|
(0.2
|
)
|
|||
Other
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Net cash used for investing activities
|
(19.5
|
)
|
|
(15.9
|
)
|
|
(3.6
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
109.2
|
|
|
$
|
38.7
|
|
|
$
|
70.5
|
|
|
2012
|
|
2011
|
|
Change
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Net reductions of long-term debt and revolving credit agreements
|
$
|
(91.1
|
)
|
|
$
|
(9.3
|
)
|
|
$
|
(81.8
|
)
|
Cash dividends paid to stockholders
|
(37.8
|
)
|
|
—
|
|
|
(37.8
|
)
|
|||
Cash dividends paid to NACCO
|
(5.0
|
)
|
|
(10.0
|
)
|
|
5.0
|
|
|||
Financing fees paid
|
(6.8
|
)
|
|
—
|
|
|
(6.8
|
)
|
|||
Purchase of treasury shares
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||
Stock issuance costs
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|||
Net cash used for financing activities
|
$
|
(144.4
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(124.9
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Term Loan
|
$
|
120.8
|
|
|
$
|
18.5
|
|
|
$
|
18.5
|
|
|
$
|
18.5
|
|
|
$
|
18.5
|
|
|
$
|
46.8
|
|
|
$
|
—
|
|
Variable interest payments on Term Loan
|
18.5
|
|
|
5.6
|
|
|
4.7
|
|
|
3.7
|
|
|
2.8
|
|
|
1.7
|
|
|
—
|
|
|||||||
Other debt
|
14.8
|
|
|
14.6
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Variable interest payments on other debt
|
5.9
|
|
|
1.5
|
|
|
1.1
|
|
|
1.1
|
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|||||||
Capital lease obligations including principal and interest
|
7.4
|
|
|
2.7
|
|
|
2.6
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
31.5
|
|
|
11.6
|
|
|
7.7
|
|
|
4.1
|
|
|
2.6
|
|
|
1.6
|
|
|
3.9
|
|
|||||||
Purchase and other obligations
|
442.6
|
|
|
426.1
|
|
|
4.4
|
|
|
5.0
|
|
|
4.7
|
|
|
—
|
|
|
2.4
|
|
|||||||
Total contractual cash obligations
|
$
|
641.5
|
|
|
$
|
480.6
|
|
|
$
|
39.2
|
|
|
$
|
34.5
|
|
|
$
|
29.7
|
|
|
$
|
51.2
|
|
|
$
|
6.3
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2012
|
|
2011
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
151.3
|
|
|
$
|
184.9
|
|
|
$
|
(33.6
|
)
|
Other net tangible assets
|
333.1
|
|
|
338.2
|
|
|
(5.1
|
)
|
|||
Net assets
|
484.4
|
|
|
523.1
|
|
|
(38.7
|
)
|
|||
Total debt
|
(142.2
|
)
|
|
(226.0
|
)
|
|
83.8
|
|
|||
Total equity
|
$
|
342.2
|
|
|
$
|
297.1
|
|
|
$
|
45.1
|
|
Debt to total capitalization
|
29
|
%
|
|
43
|
%
|
|
(14
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Hyster-Yale Materials Handling, Inc.
|
|
||
|
By:
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
/s/ Alfred M. Rankin, Jr.
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
February 19, 2013
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
/s/ Kenneth C. Schilling
|
|
Vice President and Chief Financial Officer (principal financial and accounting officer)
|
February 19, 2013
|
Kenneth C. Schilling
|
|
|
|
|
|
|
|
* J.C. Butler, Jr.
|
|
Director
|
February 19, 2013
|
J.C. Butler, Jr.
|
|
|
|
|
|
|
|
* Carolyn Corvi
|
|
Director
|
February 19, 2013
|
Carolyn Corvi
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
February 19, 2013
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
February 19, 2013
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
* Claiborne R. Rankin
|
|
Director
|
February 19, 2013
|
Claiborne R. Rankin
|
|
|
|
|
|
|
|
* Michael E. Shannon
|
|
Director
|
February 19, 2013
|
Michael E. Shannon
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
February 19, 2013
|
Britton T. Taplin
|
|
|
|
|
|
|
|
* Eugene Wong
|
|
Director
|
February 19, 2013
|
Eugene Wong
|
|
|
|
/s/ Kenneth C. Schilling
|
|
February 19, 2013
|
Kenneth C. Schilling, Attorney-in-Fact
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 19, 2013
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues
|
$
|
2,469.1
|
|
|
$
|
2,540.8
|
|
|
$
|
1,801.9
|
|
Cost of sales
|
2,065.9
|
|
|
2,157.3
|
|
|
1,522.1
|
|
|||
Gross Profit
|
403.2
|
|
|
383.5
|
|
|
279.8
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
291.6
|
|
|
273.3
|
|
|
229.5
|
|
|||
Loss on sale of businesses
|
—
|
|
|
—
|
|
|
4.0
|
|
|||
Loss on sale of assets
|
0.1
|
|
|
0.2
|
|
|
2.1
|
|
|||
Restructuring reversals
|
(0.2
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||
|
291.5
|
|
|
273.5
|
|
|
233.7
|
|
|||
Operating Profit
|
111.7
|
|
|
110.0
|
|
|
46.1
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
12.4
|
|
|
15.8
|
|
|
16.6
|
|
|||
(Income) loss from unconsolidated affiliates
|
(5.6
|
)
|
|
(6.0
|
)
|
|
(2.3
|
)
|
|||
Other, net
|
(0.2
|
)
|
|
(1.3
|
)
|
|
(2.3
|
)
|
|||
|
6.6
|
|
|
8.5
|
|
|
12.0
|
|
|||
Income Before Income Taxes
|
105.1
|
|
|
101.5
|
|
|
34.1
|
|
|||
Income tax provision
|
7.0
|
|
|
18.9
|
|
|
1.8
|
|
|||
Net Income
|
98.1
|
|
|
82.6
|
|
|
32.3
|
|
|||
Ne
t (income) loss a
ttributable to noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|||
Net Income Attributable to Stockholders
|
$
|
98.0
|
|
|
$
|
82.6
|
|
|
$
|
32.4
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share Attributable to Stockholders
|
$
|
5.84
|
|
|
$
|
4.93
|
|
|
$
|
1.95
|
|
Diluted Earnings per Share Attributable to Stockholders
|
$
|
5.83
|
|
|
$
|
4.91
|
|
|
$
|
1.94
|
|
|
|
|
|
|
|
||||||
Comprehensive Income
|
$
|
89.6
|
|
|
$
|
70.6
|
|
|
$
|
13.0
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Net Income
|
$
|
98.1
|
|
|
$
|
82.6
|
|
|
$
|
32.3
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(1.5
|
)
|
|
(13.4
|
)
|
|
(7.8
|
)
|
|||
Current period cash flow hedging activity, net of $3.3 tax expense in 2012, $0.3 tax benefit in 2011 and $2.5 tax benefit in 2010
|
4.1
|
|
|
1.6
|
|
|
(2.4
|
)
|
|||
Reclassification of hedging activities into earnings, net of $1.7 tax expense in 2012, $2.2 tax expense in 2011 and $2.7 tax expense in 2010
|
(5.9
|
)
|
|
8.5
|
|
|
(11.1
|
)
|
|||
Current period pension adjustment, net of $2.2 tax benefit in 2012, $4.1 tax benefit in 2011, and $1.2 tax benefit in 2010
|
(11.4
|
)
|
|
(14.2
|
)
|
|
(2.9
|
)
|
|||
Reclassification of pension into earnings, net of $1.2 tax expense in 2012, $1.0 tax expense in 2011 and $1.0 tax expense in 2010
|
6.3
|
|
|
5.5
|
|
|
4.8
|
|
|||
Comprehensive Income
|
$
|
89.7
|
|
|
$
|
70.6
|
|
|
$
|
12.9
|
|
Other comprehensive income (loss) attributable to noncontrolling interest
|
|
|
|
|
|
||||||
Net (income) loss attributable to noncontrolling interest
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|||
Comprehensive Income Attributable to Stockholders
|
$
|
89.6
|
|
|
$
|
70.6
|
|
|
$
|
13.0
|
|
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
151.3
|
|
|
$
|
184.9
|
|
Accounts receivable, net of allowances of $10.9 in 2012 and $7.1 in 2011
|
329.2
|
|
|
363.8
|
|
||
Tax advances, NACCO
|
—
|
|
|
4.5
|
|
||
Inventories, net
|
308.6
|
|
|
309.0
|
|
||
Deferred income taxes
|
10.5
|
|
|
7.2
|
|
||
Prepaid expenses and other
|
32.2
|
|
|
29.0
|
|
||
Total Current Assets
|
831.8
|
|
|
898.4
|
|
||
Property, Plant and Equipment, Net
|
146.1
|
|
|
147.1
|
|
||
Long-term Deferred Income Taxes
|
16.0
|
|
|
9.5
|
|
||
Other Non-current Assets
|
70.5
|
|
|
62.0
|
|
||
Total Assets
|
$
|
1,064.4
|
|
|
$
|
1,117.0
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
285.9
|
|
|
$
|
296.7
|
|
Accounts payable, affiliates
|
20.6
|
|
|
21.4
|
|
||
Current maturities of long-term debt
|
35.3
|
|
|
171.4
|
|
||
Accrued payroll
|
47.1
|
|
|
42.6
|
|
||
Accrued warranty obligations
|
30.3
|
|
|
31.3
|
|
||
Deferred revenue
|
11.3
|
|
|
9.9
|
|
||
Other current liabilities
|
76.6
|
|
|
87.9
|
|
||
Total Current Liabilities
|
507.1
|
|
|
661.2
|
|
||
Long-term Debt
|
106.9
|
|
|
54.6
|
|
||
Self-insurance Liabilities
|
16.5
|
|
|
16.7
|
|
||
Pension Obligations
|
50.9
|
|
|
51.7
|
|
||
Other Long-term Liabilities
|
40.8
|
|
|
35.7
|
|
||
Total Liabilities
|
722.2
|
|
|
819.9
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Common stock, par value $0.01 per share, no shares outstanding (2011 - 100 shares outstanding)
|
—
|
|
|
—
|
|
||
Class A, par value $0.01 per share, 12,099,535 shares outstanding (2011 - no shares outstanding)
|
0.1
|
|
|
—
|
|
||
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 4,632,243 shares outstanding (2011 - no shares outstanding)
|
0.1
|
|
|
—
|
|
||
Capital in excess of par value
|
163.8
|
|
|
165.8
|
|
||
Capital surplus available for dividends
|
142.2
|
|
|
185.0
|
|
||
Retained earnings (deficit)
|
95.1
|
|
|
(2.9
|
)
|
||
Accumulated other comprehensive loss
|
(60.0
|
)
|
|
(51.6
|
)
|
||
Total Stockholders’ Equity
|
341.3
|
|
|
296.3
|
|
||
Noncontrolling Interest
|
0.9
|
|
|
0.8
|
|
||
Total Equity
|
342.2
|
|
|
297.1
|
|
||
Total Liabilities and Equity
|
$
|
1,064.4
|
|
|
$
|
1,117.0
|
|
|
Year Ended December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
98.1
|
|
|
$
|
82.6
|
|
|
$
|
32.3
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28.0
|
|
|
31.3
|
|
|
33.9
|
|
|||
Amortization of deferred financing fees
|
1.9
|
|
|
1.5
|
|
|
1.3
|
|
|||
Deferred income taxes
|
(13.6
|
)
|
|
8.6
|
|
|
(1.1
|
)
|
|||
Restructuring reversals
|
(0.2
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||
Loss on sale of assets
|
0.1
|
|
|
0.2
|
|
|
2.1
|
|
|||
Loss on sale of businesses
|
—
|
|
|
—
|
|
|
4.0
|
|
|||
Stock-based compensation
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Other non-current liabilities
|
(2.4
|
)
|
|
(13.8
|
)
|
|
(22.7
|
)
|
|||
Other
|
(4.3
|
)
|
|
12.2
|
|
|
(8.9
|
)
|
|||
Working capital changes, net of business dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
27.2
|
|
|
(59.3
|
)
|
|
(91.9
|
)
|
|||
Inventories
|
0.4
|
|
|
(37.8
|
)
|
|
(83.1
|
)
|
|||
Other current assets
|
(1.8
|
)
|
|
(0.7
|
)
|
|
(3.8
|
)
|
|||
Accounts payable
|
(5.0
|
)
|
|
14.6
|
|
|
150.6
|
|
|||
Other liabilities
|
(1.0
|
)
|
|
15.2
|
|
|
36.7
|
|
|||
Net cash provided by operating activities
|
128.7
|
|
|
54.6
|
|
|
47.5
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(19.8
|
)
|
|
(16.5
|
)
|
|
(12.1
|
)
|
|||
Proceeds from the sale of assets
|
0.3
|
|
|
0.5
|
|
|
0.6
|
|
|||
Proceeds from the sale of businesses
|
—
|
|
|
—
|
|
|
3.0
|
|
|||
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Net cash used for investing activities
|
(19.5
|
)
|
|
(15.9
|
)
|
|
(8.5
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Additions to long-term debt
|
151.9
|
|
|
16.6
|
|
|
17.0
|
|
|||
Reductions of long-term debt
|
(243.0
|
)
|
|
(21.7
|
)
|
|
(37.6
|
)
|
|||
Net additions (reductions) to revolving credit agreements
|
—
|
|
|
(4.2
|
)
|
|
4.3
|
|
|||
Cash dividends paid
|
(37.8
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividends paid to NACCO
|
(5.0
|
)
|
|
(10.0
|
)
|
|
(5.0
|
)
|
|||
Financing fees paid
|
(6.8
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||
Stock issuance costs
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury shares
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Net cash used for financing activities
|
(144.4
|
)
|
|
(19.5
|
)
|
|
(24.4
|
)
|
|||
Effect of exchange rate changes on cash
|
1.6
|
|
|
(3.8
|
)
|
|
(8.3
|
)
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
(33.6
|
)
|
|
15.4
|
|
|
6.3
|
|
|||
Balance at the beginning of the year
|
184.9
|
|
|
169.5
|
|
|
163.2
|
|
|||
Balance at the end of the year
|
$
|
151.3
|
|
|
$
|
184.9
|
|
|
$
|
169.5
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Class A Common Stock
|
Class B Common Stock
|
Capital in Excess of Par Value
|
Capital Surplus Available for Dividends
|
Retained Earnings (Deficit)
|
Foreign Currency Translation Adjustment
|
Deferred Gain (Loss) on Cash Flow Hedging
|
Pension Adjustment
|
Total Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
|||||||||||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||||
Balance, January 1, 2010
|
$
|
—
|
|
$
|
—
|
|
$
|
150.2
|
|
$
|
195.0
|
|
$
|
(117.9
|
)
|
$
|
35.9
|
|
|
$
|
6.7
|
|
|
$
|
(62.8
|
)
|
|
$
|
207.1
|
|
|
$
|
0.5
|
|
|
$
|
207.6
|
|
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
32.4
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.4
|
|
|
—
|
|
|
32.4
|
|
|||||||||||
Cash dividends to NACCO
|
—
|
|
—
|
|
—
|
|
(5.0
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||||||||
Capital contribution from NACCO
|
—
|
|
—
|
|
16.0
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
16.0
|
|
|||||||||||
Current period other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7.8
|
)
|
|
(2.4
|
)
|
|
(2.9
|
)
|
|
(13.1
|
)
|
|
—
|
|
|
(13.1
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(11.1
|
)
|
|
4.8
|
|
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|||||||||||
Noncontrolling interest share of contributions to joint venture
|
—
|
|
—
|
|
(0.4
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.4
|
|
|
—
|
|
|||||||||||
Net loss attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||||||||
Balance, December 31, 2010
|
$
|
—
|
|
$
|
—
|
|
$
|
165.8
|
|
$
|
190.0
|
|
$
|
(85.5
|
)
|
$
|
28.1
|
|
|
$
|
(6.8
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
230.7
|
|
|
$
|
0.8
|
|
|
$
|
231.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
82.6
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82.6
|
|
|
—
|
|
|
82.6
|
|
|||||||||||
Cash dividends to NACCO
|
—
|
|
—
|
|
—
|
|
(5.0
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13.4
|
)
|
|
1.6
|
|
|
(14.2
|
)
|
|
(26.0
|
)
|
|
—
|
|
|
(26.0
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
8.5
|
|
|
5.5
|
|
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|||||||||||
Balance, December 31, 2011
|
$
|
—
|
|
$
|
—
|
|
$
|
165.8
|
|
$
|
185.0
|
|
$
|
(2.9
|
)
|
$
|
14.7
|
|
|
$
|
3.3
|
|
|
$
|
(69.6
|
)
|
|
$
|
296.3
|
|
|
$
|
0.8
|
|
|
$
|
297.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Issuance of common stock
|
0.1
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||||||||
Stock-based compensation
|
—
|
|
—
|
|
1.3
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||||||||
Capital contribution from NACCO
|
—
|
|
—
|
|
0.6
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||||||||||
Stock issuance costs
|
—
|
|
—
|
|
(1.7
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||||||||
Purchase of treasury shares
|
—
|
|
—
|
|
(2.2
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||||||||||
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
98.0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98.0
|
|
|
—
|
|
|
98.0
|
|
|||||||||||
Cash dividends to NACCO
|
—
|
|
—
|
|
—
|
|
(5.0
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
(5.0
|
)
|
|||||||||||
Cash dividends on Class A and Class B common stock: $2.25 per share
|
—
|
|
—
|
|
—
|
|
(37.8
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.8
|
)
|
|
—
|
|
|
(37.8
|
)
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.5
|
)
|
|
4.1
|
|
|
(11.4
|
)
|
|
(8.8
|
)
|
|
—
|
|
|
(8.8
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(5.9
|
)
|
|
6.3
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||||||||||
Net loss attributable to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||||||||
Balance, December 31, 2012
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
163.8
|
|
$
|
142.2
|
|
$
|
95.1
|
|
$
|
13.2
|
|
|
$
|
1.5
|
|
|
$
|
(74.7
|
)
|
|
$
|
341.3
|
|
|
$
|
0.9
|
|
|
$
|
342.2
|
|
|
Total charges
expected to be
incurred
|
|
Charges
incurred prior to
2010
|
|
Reversals incurred in
2010
|
|
|
Reversals incurred in
2012
|
|
||||||
Americas
|
|
|
|
|
|
|
|
||||||||
Severance
|
$
|
3.3
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
|
4.6
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
||||
Europe
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance
|
13.9
|
|
|
16.0
|
|
|
(1.9
|
)
|
|
(0.2
|
)
|
||||
Lease impairment
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
|
14.2
|
|
|
16.3
|
|
|
(1.9
|
)
|
|
(0.2
|
)
|
||||
Asia-Pacific
|
|
|
|
|
|
|
|
||||||||
Severance
|
2.4
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
||||
Lease impairment
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Other
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
3.0
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
||||
Total charges (reversals)
|
$
|
21.8
|
|
|
$
|
23.9
|
|
|
$
|
(1.9
|
)
|
|
$
|
(0.2
|
)
|
|
Severance
|
||
Balance at January 1, 2011
|
$
|
2.4
|
|
Payments
|
(1.0
|
)
|
|
Balance at December 31, 2011
|
1.4
|
|
|
Payments
|
(0.7
|
)
|
|
Reversal
|
(0.2
|
)
|
|
Balance at December 31, 2012
|
$
|
0.5
|
|
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
Finished goods and service parts
|
$
|
170.1
|
|
|
$
|
160.3
|
|
Raw materials and work in process
|
189.9
|
|
|
198.8
|
|
||
Total manufactured inventories
|
360.0
|
|
|
359.1
|
|
||
LIFO reserve
|
(51.4
|
)
|
|
(50.1
|
)
|
||
|
$
|
308.6
|
|
|
$
|
309.0
|
|
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
Land and land improvements
|
$
|
17.2
|
|
|
$
|
17.1
|
|
Plant and equipment
|
510.2
|
|
|
493.1
|
|
||
Property, plant and equipment, at cost
|
527.4
|
|
|
510.2
|
|
||
Allowances for depreciation and amortization
|
(381.3
|
)
|
|
(363.1
|
)
|
||
|
$
|
146.1
|
|
|
$
|
147.1
|
|
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
Total outstanding borrowings:
|
|
|
|
||||
Revolving credit agreements
|
$
|
—
|
|
|
$
|
—
|
|
Capital lease obligations and other
|
21.4
|
|
|
13.4
|
|
||
Term loan agreement
|
120.8
|
|
|
212.6
|
|
||
Total debt outstanding
|
$
|
142.2
|
|
|
$
|
226.0
|
|
Current portion of borrowings outstanding
|
$
|
35.3
|
|
|
$
|
171.4
|
|
Long-term portion of borrowings outstanding
|
$
|
106.9
|
|
|
$
|
54.6
|
|
Total available borrowings, net of limitations, under revolving credit agreements
|
$
|
220.1
|
|
|
$
|
151.4
|
|
Unused revolving credit agreements
|
$
|
220.1
|
|
|
$
|
151.4
|
|
Weighted average stated interest rate on total borrowings
|
5.0
|
%
|
|
2.3
|
%
|
||
Weighted average effective interest rate on total borrowings (including interest rate swap agreements)
|
5.1
|
%
|
|
5.9
|
%
|
2013
|
$
|
33.1
|
|
2014
|
18.7
|
|
|
2015
|
18.5
|
|
|
2016
|
18.5
|
|
|
2017
|
46.8
|
|
|
|
$
|
135.6
|
|
Notional Amount
|
|
Average Fixed Rate
|
|
|
||||||||||
DECEMBER 31
2012 |
|
DECEMBER 31
2011 |
|
DECEMBER 31
2012 |
|
DECEMBER 31
2011 |
|
Remaining Term at December 31, 2012
|
||||||
$
|
36.0
|
|
|
$
|
204.5
|
|
|
4.2
|
%
|
|
4.5
|
%
|
|
Extending to February 2013
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance sheet location
|
|
2012
|
|
2011
|
|
Balance sheet location
|
|
2012
|
|
2011
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
4.3
|
|
Long-term
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
0.4
|
|
|
1.4
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
6.6
|
|
|
7.7
|
|
|
Prepaid expenses and other
|
|
2.7
|
|
|
2.4
|
|
||||
|
Other current liabilities
|
|
1.4
|
|
|
1.3
|
|
|
Other current liabilities
|
|
1.2
|
|
|
2.1
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
8.0
|
|
|
$
|
9.0
|
|
|
|
|
$
|
4.3
|
|
|
$
|
10.2
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Long-term
|
Other non-current assets
|
|
0.1
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
1.7
|
|
|
1.4
|
|
|
Prepaid expenses and other
|
|
1.2
|
|
|
0.8
|
|
||||
|
Other current liabilities
|
|
0.6
|
|
|
0.2
|
|
|
Other current liabilities
|
|
1.3
|
|
|
0.5
|
|
||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
|
|
$
|
2.9
|
|
|
$
|
1.3
|
|
Total derivatives
|
|
|
$
|
10.4
|
|
|
$
|
10.6
|
|
|
|
|
$
|
7.2
|
|
|
$
|
11.5
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain or (Loss)
Recognized in OCI on
Derivative (Effective Portion)
|
|
Location of Gain or
(Loss) Reclassified
from OCI into
Income (Effective
Portion)
|
|
Amount of Gain or (Loss)
Reclassified from OCI
into Income (Effective Portion)
|
|
Location of Gain or
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion and Amount
Excluded from
Effectiveness
Testing)
|
|
Amount of Gain or (Loss) Recognized
in Income on Derivative (Ineffective
Portion and Amount Excluded from
Effectiveness Testing)
|
||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Interest rate swap agreements
|
|
$
|
(0.3
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(5.5
|
)
|
|
Interest expense
|
|
$
|
(2.9
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(8.3
|
)
|
|
Other
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
7.7
|
|
|
2.4
|
|
|
0.6
|
|
|
Cost of sales
|
|
8.8
|
|
|
(2.1
|
)
|
|
16.7
|
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
|
$
|
7.4
|
|
|
$
|
1.3
|
|
|
$
|
(4.9
|
)
|
|
|
|
$
|
5.9
|
|
|
$
|
(10.7
|
)
|
|
$
|
8.4
|
|
|
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain or (Loss) Recognized in Income on Derivative
|
|
Amount of Gain or (Loss)
Recognized in Income on Derivative
|
|
|||||||||||||||||||||||||||||||||||
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||||||
Interest rate swap agreements
|
|
Other
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
||||||||||||||||||||||||||
Foreign currency exchange contracts
|
|
Other
|
|
(2.6
|
)
|
|
(1.4
|
)
|
|
(3.6
|
)
|
|||||||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(2.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(3.6
|
)
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2013
|
$
|
2.7
|
|
|
$
|
11.6
|
|
2014
|
2.6
|
|
|
7.7
|
|
||
2015
|
2.1
|
|
|
4.1
|
|
||
2016
|
—
|
|
|
2.6
|
|
||
2017
|
—
|
|
|
1.6
|
|
||
Subsequent to 2017
|
—
|
|
|
3.9
|
|
||
Total minimum lease payments
|
7.4
|
|
|
$
|
31.5
|
|
|
Amounts representing interest
|
0.8
|
|
|
|
|||
Present value of net minimum lease payments
|
6.6
|
|
|
|
|||
Current maturities
|
2.2
|
|
|
|
|||
Long-term capital lease obligation
|
$
|
4.4
|
|
|
|
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
Plant and equipment
|
$
|
10.6
|
|
|
$
|
5.1
|
|
Less accumulated amortization
|
3.0
|
|
|
1.8
|
|
||
|
$
|
7.6
|
|
|
$
|
3.3
|
|
|
2012
|
|
2011
|
||||
Balance at January 1
|
$
|
43.8
|
|
|
$
|
35.9
|
|
Current year warranty expense
|
29.7
|
|
|
36.9
|
|
||
Payments made
|
(29.3
|
)
|
|
(28.5
|
)
|
||
Foreign currency effect
|
0.1
|
|
|
(0.5
|
)
|
||
Balance at December 31
|
$
|
44.3
|
|
|
$
|
43.8
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Basic weighted average shares outstanding
|
16.768
|
|
|
16.767
|
|
|
16.657
|
|
|||
Dilutive effect of restricted stock awards
|
0.032
|
|
|
0.048
|
|
|
0.031
|
|
|||
Diluted weighted average shares outstanding
|
16.800
|
|
|
16.815
|
|
|
16.688
|
|
|||
Basic earnings per share
|
$
|
5.84
|
|
|
$
|
4.93
|
|
|
$
|
1.95
|
|
Diluted earnings per share
|
$
|
5.83
|
|
|
$
|
4.91
|
|
|
$
|
1.94
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
||||||
Domestic
|
$
|
46.6
|
|
|
$
|
34.6
|
|
|
$
|
(24.3
|
)
|
Foreign
|
58.5
|
|
|
66.9
|
|
|
58.4
|
|
|||
|
$
|
105.1
|
|
|
$
|
101.5
|
|
|
$
|
34.1
|
|
Income tax provision
|
|
|
|
|
|
||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
15.3
|
|
|
$
|
2.8
|
|
|
$
|
(6.8
|
)
|
State
|
1.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
|||
Foreign
|
4.1
|
|
|
7.2
|
|
|
9.8
|
|
|||
Total current
|
20.6
|
|
|
10.3
|
|
|
2.9
|
|
|||
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(1.3
|
)
|
|
10.5
|
|
|
(1.5
|
)
|
|||
State
|
(7.2
|
)
|
|
—
|
|
|
0.1
|
|
|||
Foreign
|
(5.1
|
)
|
|
(1.9
|
)
|
|
0.3
|
|
|||
Total deferred
|
(13.6
|
)
|
|
8.6
|
|
|
(1.1
|
)
|
|||
|
$
|
7.0
|
|
|
$
|
18.9
|
|
|
$
|
1.8
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income before income taxes
|
$
|
105.1
|
|
|
$
|
101.5
|
|
|
$
|
34.1
|
|
Statutory taxes at 35.0%
|
$
|
36.8
|
|
|
$
|
35.5
|
|
|
$
|
11.9
|
|
Valuation allowance
|
(19.7
|
)
|
|
(9.9
|
)
|
|
9.1
|
|
|||
Foreign statutory rate differences
|
(9.9
|
)
|
|
(8.7
|
)
|
|
(14.1
|
)
|
|||
Equity interest earnings
|
(1.6
|
)
|
|
(1.9
|
)
|
|
(0.4
|
)
|
|||
Unremitted foreign earnings
|
(1.1
|
)
|
|
1.5
|
|
|
1.7
|
|
|||
R&D and other federal credits
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.5
|
)
|
|||
State income taxes
|
2.0
|
|
|
2.6
|
|
|
(0.5
|
)
|
|||
Non-deductible expenses
|
0.8
|
|
|
0.7
|
|
|
0.2
|
|
|||
Tax controversy resolution
|
0.1
|
|
|
0.1
|
|
|
(5.5
|
)
|
|||
Other
|
0.3
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Income tax provision
|
$
|
7.0
|
|
|
$
|
18.9
|
|
|
$
|
1.8
|
|
Effective income tax rate
|
6.7
|
%
|
|
18.6
|
%
|
|
5.3
|
%
|
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
30.6
|
|
|
$
|
31.5
|
|
Accrued pension benefits
|
14.3
|
|
|
15.1
|
|
||
Tax attribute carryforwards
|
44.3
|
|
|
50.3
|
|
||
Other employee benefits
|
8.2
|
|
|
6.5
|
|
||
Other
|
0.6
|
|
|
4.3
|
|
||
Total deferred tax assets
|
98.0
|
|
|
107.7
|
|
||
Less: Valuation allowance
|
47.1
|
|
|
62.5
|
|
||
|
50.9
|
|
|
45.2
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation
|
7.9
|
|
|
11.6
|
|
||
Inventories
|
8.3
|
|
|
8.1
|
|
||
Unremitted earnings
|
8.2
|
|
|
8.8
|
|
||
Total deferred tax liabilities
|
24.4
|
|
|
28.5
|
|
||
Net deferred tax asset
|
$
|
26.5
|
|
|
$
|
16.7
|
|
|
December 31, 2012
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
28.9
|
|
|
$
|
23.2
|
|
|
2013-Indefinite
|
State losses
|
5.7
|
|
|
1.1
|
|
|
2013-2030
|
||
State and Non-U.S. Capital losses
|
9.7
|
|
|
9.7
|
|
|
2014-Indefinite
|
||
Total
|
$
|
44.3
|
|
|
$
|
34.0
|
|
|
|
|
December 31, 2011
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
34.3
|
|
|
$
|
34.3
|
|
|
2012-Indefinite
|
State losses
|
7.2
|
|
|
7.2
|
|
|
2012-2030
|
||
State and Non-U.S. Capital losses
|
8.8
|
|
|
8.8
|
|
|
2014-Indefinite
|
||
Total
|
$
|
50.3
|
|
|
$
|
50.3
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1
|
$
|
7.7
|
|
|
$
|
7.9
|
|
|
$
|
12.2
|
|
Additions for tax positions of prior years
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Additions based on tax positions related to the current year
|
0.9
|
|
|
1.0
|
|
|
1.3
|
|
|||
Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations
|
(2.2
|
)
|
|
(1.2
|
)
|
|
(5.3
|
)
|
|||
Other changes in unrecognized tax benefits including foreign currency translation adjustments
|
0.2
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Balance at December 31
|
$
|
6.8
|
|
|
$
|
7.7
|
|
|
$
|
7.9
|
|
|
2012
|
|
2011
|
|
2010
|
United States Plans
|
|
|
|
|
|
Weighted average discount rates
|
3.55%
|
|
4.30% - 4.55%
|
|
5.10% - 5.30%
|
Expected long-term rate of return on assets
|
7.75%
|
|
8.25%
|
|
8.50%
|
Non-U.S. Plans
|
|
|
|
|
|
Weighted average discount rates
|
3.75% - 4.45%
|
|
4.90% - 5.00%
|
|
5.40% - 5.50%
|
Rate of increase in compensation levels
|
2.50% - 3.45%
|
|
2.50% - 3.50%
|
|
2.50% - 3.90%
|
Expected long-term rate of return on assets
|
3.75% - 7.50%
|
|
5.00% - 8.00%
|
|
5.50% - 8.25%
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
3.6
|
|
|
4.0
|
|
|
4.3
|
|
|||
Expected return on plan assets
|
(5.0
|
)
|
|
(5.0
|
)
|
|
(3.5
|
)
|
|||
Amortization of actuarial loss
|
3.7
|
|
|
3.2
|
|
|
3.2
|
|
|||
Amortization of prior service credit
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Net periodic pension expense
|
$
|
2.0
|
|
|
$
|
1.9
|
|
|
$
|
3.7
|
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
2.6
|
|
|
$
|
2.2
|
|
|
$
|
1.6
|
|
Interest cost
|
6.6
|
|
|
7.4
|
|
|
6.8
|
|
|||
Expected return on plan assets
|
(8.9
|
)
|
|
(9.1
|
)
|
|
(8.3
|
)
|
|||
Amortization of actuarial loss
|
3.9
|
|
|
3.7
|
|
|
2.9
|
|
|||
Amortization of prior service credit
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Amortization of transition liability
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Net periodic pension expense
|
$
|
4.2
|
|
|
$
|
4.2
|
|
|
$
|
3.0
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Current year actuarial loss
|
$
|
6.2
|
|
|
$
|
11.7
|
|
|
$
|
1.0
|
|
Amortization of actuarial loss
|
(3.7
|
)
|
|
(3.2
|
)
|
|
(3.2
|
)
|
|||
Amortization of prior service credit
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
2.8
|
|
|
$
|
8.8
|
|
|
$
|
(1.9
|
)
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Current year actuarial loss
|
$
|
7.4
|
|
|
$
|
6.6
|
|
|
$
|
3.1
|
|
Amortization of actuarial loss
|
(3.9
|
)
|
|
(3.7
|
)
|
|
(2.9
|
)
|
|||
Amortization of prior service credit
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Amortization of transition liability
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
3.5
|
|
|
$
|
2.9
|
|
|
$
|
0.2
|
|
|
2012
|
|
2011
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
85.2
|
|
|
$
|
135.3
|
|
|
$
|
80.2
|
|
|
$
|
135.5
|
|
Service cost
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.2
|
|
||||
Interest cost
|
3.6
|
|
|
6.6
|
|
|
4.0
|
|
|
7.4
|
|
||||
Actuarial (gain) loss
|
8.7
|
|
|
12.6
|
|
|
6.8
|
|
|
(3.2
|
)
|
||||
Benefits paid
|
(6.1
|
)
|
|
(6.4
|
)
|
|
(5.8
|
)
|
|
(6.7
|
)
|
||||
Employee contributions
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
6.0
|
|
|
—
|
|
|
(0.6
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
91.4
|
|
|
$
|
157.4
|
|
|
$
|
85.2
|
|
|
$
|
135.3
|
|
Accumulated benefit obligation at end of year
|
$
|
91.4
|
|
|
$
|
149.6
|
|
|
$
|
85.2
|
|
|
$
|
128.3
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
60.9
|
|
|
$
|
111.7
|
|
|
$
|
53.9
|
|
|
$
|
113.9
|
|
Actual return on plan assets
|
7.5
|
|
|
14.1
|
|
|
0.2
|
|
|
(0.9
|
)
|
||||
Employer contributions
|
10.1
|
|
|
3.6
|
|
|
12.6
|
|
|
5.2
|
|
||||
Employee contributions
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
||||
Benefits paid
|
(6.1
|
)
|
|
(6.4
|
)
|
|
(5.8
|
)
|
|
(6.7
|
)
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
4.9
|
|
|
—
|
|
|
(0.5
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
72.4
|
|
|
$
|
128.6
|
|
|
$
|
60.9
|
|
|
$
|
111.7
|
|
Funded status at end of year
|
$
|
(19.0
|
)
|
|
$
|
(28.8
|
)
|
|
$
|
(24.3
|
)
|
|
$
|
(23.6
|
)
|
Amounts recognized in the balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent liabilities
|
$
|
(19.0
|
)
|
|
$
|
(28.8
|
)
|
|
$
|
(24.3
|
)
|
|
$
|
(23.6
|
)
|
Components of accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
$
|
55.1
|
|
|
$
|
54.8
|
|
|
$
|
52.7
|
|
|
$
|
49.2
|
|
Prior service credit
|
(1.8
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
(0.2
|
)
|
||||
Transition obligation
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.6
|
|
||||
Deferred taxes
|
(19.9
|
)
|
|
(0.5
|
)
|
|
(17.7
|
)
|
|
(0.8
|
)
|
||||
Change in statutory tax rate
|
—
|
|
|
(10.6
|
)
|
|
(1.2
|
)
|
|
(10.6
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
|
$
|
33.4
|
|
|
$
|
41.3
|
|
|
$
|
31.7
|
|
|
$
|
37.8
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2013
|
$
|
6.5
|
|
|
$
|
5.0
|
|
2014
|
6.4
|
|
|
5.6
|
|
||
2015
|
6.5
|
|
|
6.6
|
|
||
2016
|
6.4
|
|
|
6.7
|
|
||
2017
|
6.5
|
|
|
7.3
|
|
||
2018 - 2022
|
30.1
|
|
|
42.1
|
|
||
|
$
|
62.4
|
|
|
$
|
73.3
|
|
|
2012
Actual
Allocation
|
|
2011
Actual
Allocation
|
|
Target Allocation
Range
|
||
U.S. equity securities
|
51.7
|
%
|
|
52.6
|
%
|
|
41.0% - 62.0%
|
Non-U.S. equity securities
|
13.2
|
%
|
|
11.8
|
%
|
|
10.0% - 16.0%
|
Fixed income securities
|
34.5
|
%
|
|
34.6
|
%
|
|
30.0% - 40.0%
|
Money market
|
0.6
|
%
|
|
1.0
|
%
|
|
0.0% - 10.0%
|
|
2012
Actual Allocation |
|
2011
Actual Allocation |
|
Target Allocation
Range
|
||
U.K. equity securities
|
35.0
|
%
|
|
34.9
|
%
|
|
33.5% - 36.5%
|
Non-U.K. equity securities
|
35.4
|
%
|
|
34.4
|
%
|
|
27.5% - 42.5%
|
Fixed income securities
|
29.6
|
%
|
|
30.7
|
%
|
|
25.5% - 34.5%
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
U.S. equity securities
|
$
|
37.4
|
|
|
$
|
32.0
|
|
|
$
|
14.0
|
|
|
$
|
12.6
|
|
U.K. equity securities
|
—
|
|
|
—
|
|
|
40.8
|
|
|
35.7
|
|
||||
Non-U.S., non-U.K. equity securities
|
9.6
|
|
|
7.2
|
|
|
27.3
|
|
|
22.6
|
|
||||
Fixed income securities
|
25.0
|
|
|
21.1
|
|
|
46.5
|
|
|
40.8
|
|
||||
Money market
|
0.4
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
72.4
|
|
|
$
|
60.9
|
|
|
$
|
128.6
|
|
|
$
|
111.7
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Americas
|
$
|
1,563.7
|
|
|
$
|
1,573.4
|
|
|
$
|
1,142.6
|
|
Europe
|
677.9
|
|
|
751.7
|
|
|
485.3
|
|
|||
Asia-Pacific
|
227.5
|
|
|
215.7
|
|
|
174.0
|
|
|||
|
$
|
2,469.1
|
|
|
$
|
2,540.8
|
|
|
$
|
1,801.9
|
|
Gross profit
|
|
|
|
|
|
||||||
Americas
|
$
|
254.9
|
|
|
$
|
247.6
|
|
|
$
|
178.5
|
|
Europe
|
118.6
|
|
|
110.2
|
|
|
77.8
|
|
|||
Asia-Pacific
|
29.7
|
|
|
25.7
|
|
|
23.5
|
|
|||
|
$
|
403.2
|
|
|
$
|
383.5
|
|
|
$
|
279.8
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Americas
|
$
|
179.2
|
|
|
$
|
161.4
|
|
|
$
|
129.2
|
|
Europe
|
87.2
|
|
|
88.3
|
|
|
76.1
|
|
|||
Asia-Pacific
|
25.2
|
|
|
23.6
|
|
|
24.2
|
|
|||
|
$
|
291.6
|
|
|
$
|
273.3
|
|
|
$
|
229.5
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
75.6
|
|
|
$
|
86.0
|
|
|
$
|
49.3
|
|
Europe
|
31.6
|
|
|
21.9
|
|
|
1.1
|
|
|||
Asia-Pacific
|
4.5
|
|
|
2.1
|
|
|
(4.3
|
)
|
|||
|
$
|
111.7
|
|
|
$
|
110.0
|
|
|
$
|
46.1
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
11.5
|
|
|
$
|
15.0
|
|
|
$
|
11.6
|
|
Europe
|
0.6
|
|
|
0.5
|
|
|
2.5
|
|
|||
Asia-Pacific
|
0.3
|
|
|
0.3
|
|
|
2.5
|
|
|||
|
$
|
12.4
|
|
|
$
|
15.8
|
|
|
$
|
16.6
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
(1.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.5
|
)
|
Europe
|
—
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|||
Asia-Pacific
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|||
|
$
|
(1.5
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(2.3
|
)
|
Other (income) expense
|
|
|
|
|
|
||||||
Americas
|
$
|
(4.6
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(2.1
|
)
|
Europe
|
1.3
|
|
|
1.1
|
|
|
1.0
|
|
|||
Asia-Pacific
|
(1.0
|
)
|
|
(2.3
|
)
|
|
(1.2
|
)
|
|||
|
$
|
(4.3
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(2.3
|
)
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
7.0
|
|
|
$
|
19.0
|
|
|
$
|
3.8
|
|
Europe
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Asia-Pacific
|
—
|
|
|
(0.1
|
)
|
|
(1.5
|
)
|
|||
|
$
|
7.0
|
|
|
$
|
18.9
|
|
|
$
|
1.8
|
|
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
62.8
|
|
|
$
|
57.3
|
|
|
$
|
37.5
|
|
Europe
|
29.7
|
|
|
20.5
|
|
|
(1.6
|
)
|
|||
Asia-Pacific
|
5.5
|
|
|
4.8
|
|
|
(3.5
|
)
|
|||
|
$
|
98.0
|
|
|
$
|
82.6
|
|
|
$
|
32.4
|
|
Total assets
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
660.4
|
|
|
$
|
783.2
|
|
|
$
|
663.4
|
|
Europe
|
424.3
|
|
|
439.7
|
|
|
354.3
|
|
|||
Asia-Pacific
|
198.1
|
|
|
186.7
|
|
|
187.3
|
|
|||
Eliminations
|
(218.4
|
)
|
|
(292.6
|
)
|
|
(163.8
|
)
|
|||
|
$
|
1,064.4
|
|
|
$
|
1,117.0
|
|
|
$
|
1,041.2
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
17.9
|
|
|
$
|
21.6
|
|
|
$
|
23.9
|
|
Europe
|
5.9
|
|
|
6.1
|
|
|
6.7
|
|
|||
Asia-Pacific
|
4.2
|
|
|
3.6
|
|
|
3.3
|
|
|||
|
$
|
28.0
|
|
|
$
|
31.3
|
|
|
$
|
33.9
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
12.4
|
|
|
$
|
10.4
|
|
|
$
|
6.9
|
|
Europe
|
4.3
|
|
|
3.9
|
|
|
3.5
|
|
|||
Asia-Pacific
|
3.1
|
|
|
2.2
|
|
|
1.7
|
|
|||
|
$
|
19.8
|
|
|
$
|
16.5
|
|
|
$
|
12.1
|
|
|
|
|
|
|
|
|
United
States
|
|
Europe,
Africa and
Middle East
|
|
Other
|
|
Consolidated
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,183.7
|
|
|
$
|
678.4
|
|
|
$
|
607.0
|
|
|
$
|
2,469.1
|
|
Long-lived assets
|
$
|
97.0
|
|
|
$
|
33.8
|
|
|
$
|
60.7
|
|
|
$
|
191.5
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,135.6
|
|
|
$
|
752.2
|
|
|
$
|
653.0
|
|
|
$
|
2,540.8
|
|
Long-lived assets
|
$
|
107.6
|
|
|
$
|
34.7
|
|
|
$
|
52.6
|
|
|
$
|
194.9
|
|
2010
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
785.7
|
|
|
$
|
485.6
|
|
|
$
|
530.6
|
|
|
$
|
1,801.9
|
|
Long-lived assets
|
$
|
101.9
|
|
|
$
|
40.8
|
|
|
$
|
62.3
|
|
|
$
|
205.0
|
|
|
2012
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
629.5
|
|
|
$
|
602.0
|
|
|
$
|
585.6
|
|
|
$
|
652.0
|
|
Gross profit
|
$
|
99.0
|
|
|
$
|
96.9
|
|
|
$
|
100.0
|
|
|
$
|
107.3
|
|
Operating profit
|
$
|
29.8
|
|
|
$
|
24.6
|
|
|
$
|
28.3
|
|
|
$
|
29.0
|
|
Net income
|
$
|
21.2
|
|
|
$
|
19.5
|
|
|
$
|
24.9
|
|
|
$
|
32.5
|
|
Net income attributable to stockholders
|
$
|
21.2
|
|
|
$
|
19.5
|
|
|
$
|
24.9
|
|
|
$
|
32.4
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.27
|
|
|
$
|
1.16
|
|
|
$
|
1.48
|
|
|
$
|
1.93
|
|
Diluted earnings per share
|
$
|
1.26
|
|
|
$
|
1.16
|
|
|
$
|
1.48
|
|
|
$
|
1.93
|
|
|
2011
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
586.6
|
|
|
$
|
648.0
|
|
|
$
|
628.8
|
|
|
$
|
677.4
|
|
Gross profit
|
$
|
95.8
|
|
|
$
|
97.9
|
|
|
$
|
89.0
|
|
|
$
|
100.8
|
|
Operating profit
|
$
|
30.4
|
|
|
$
|
27.5
|
|
|
$
|
24.1
|
|
|
$
|
28.0
|
|
Net income
|
$
|
22.3
|
|
|
$
|
19.1
|
|
|
$
|
17.5
|
|
|
$
|
23.7
|
|
Net income attributable to stockholders
|
$
|
22.3
|
|
|
$
|
19.2
|
|
|
$
|
17.5
|
|
|
$
|
23.6
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.33
|
|
|
$
|
1.14
|
|
|
$
|
1.04
|
|
|
$
|
1.41
|
|
Diluted earnings per share
|
$
|
1.33
|
|
|
$
|
1.14
|
|
|
$
|
1.04
|
|
|
$
|
1.40
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
435.3
|
|
|
$
|
444.3
|
|
|
$
|
358.6
|
|
Gross profit
|
$
|
133.2
|
|
|
$
|
126.9
|
|
|
$
|
106.7
|
|
Income from continuing operations
|
$
|
25.5
|
|
|
$
|
23.7
|
|
|
$
|
7.1
|
|
Net income
|
$
|
25.5
|
|
|
$
|
23.7
|
|
|
$
|
7.1
|
|
Balance Sheet
|
|
|
|
|
|
||||||
Current assets
|
$
|
130.8
|
|
|
$
|
138.8
|
|
|
|
||
Non-current assets
|
$
|
868.8
|
|
|
$
|
997.2
|
|
|
|
||
Current liabilities
|
$
|
117.8
|
|
|
$
|
122.8
|
|
|
|
||
Non-current liabilities
|
$
|
749.5
|
|
|
$
|
875.7
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts
— Describe (B)
|
|
Deductions
— Describe
|
|
Balance at
End of
Period (D)
|
||||||||||||
(In millions)
|
||||||||||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
12.0
|
|
|
$
|
4.9
|
|
|
$
|
0.2
|
|
|
$
|
1.2
|
|
|
(A)
|
|
$
|
15.9
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
9.9
|
|
|
$
|
4.6
|
|
|
$
|
(0.2
|
)
|
|
$
|
2.3
|
|
|
(A)
|
|
$
|
12.0
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
17.5
|
|
|
$
|
1.7
|
|
|
$
|
(0.3
|
)
|
|
$
|
9.0
|
|
|
(A)
|
|
$
|
9.9
|
|
(A)
|
Write-offs, net of recoveries.
|
(B)
|
Foreign currency translation adjustments and other.
|
(C)
|
Includes allowance of receivables classified as long-term of
$5.0 million
,
$4.9 million
and
$5.0 million
in
2012
,
2011
and
2010
, respectively.
|
(D)
|
Balances which are not required to be presented and those which are immaterial have been omitted.
|
2.1
|
|
Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.
|
3.1(i)
|
|
Second Amended and Restated Certificate of Incorporation of Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 3.1 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.
|
3.1(ii)
|
|
Amended and Restated By-laws of Hyster-Yale Materials Handling, Inc. are incorporated by reference to Exhibit 3.2 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.
|
4.1
|
|
Specimen of Hyster-Yale Materials Handling, Inc. Class A Common Stock certificate is incorporated by reference to Exhibit 4.1 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.
|
4.2
|
|
Specimen of Hyster-Yale Materials Handling, Inc. Class B Common Stock certificate is incorporated by reference to Exhibit 4.2 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.
|
10.1
|
|
Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.
|
10.2
|
|
Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.
|
10.3
|
|
Tax Allocation Agreement, dated September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.
|
10.4
|
|
Stockholders' Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale Materials Handling, Inc. and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.
|
10.5
|
|
First Amendment to Stockholders' Agreement, dated as of December 31, 2012, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is attached hereto as Exhibit 10.5.
|
10.6
|
|
Second Amendment to Stockholders' Agreement, dated as of January 18, 2013, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is attached hereto as Exhibit 10.6.
|
10.7*
|
|
The NACCO Materials Handling Group, Inc. Executive Excess Retirement Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.71 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
|
10.8*
|
|
Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.65 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
|
10.9*
|
|
Form Award Agreement for the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.66 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
|
10.10*
|
|
Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.67 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
|
10.11*
|
|
Form Award Agreement for the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.68 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
|
10.12*
|
|
Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan is incorporated by reference to Exhibit 10.69 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
|
10.13*
|
|
Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2013) is attached hereto as Exhibit 10.13.
|
10.14*
|
|
NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated as of March 1, 2012) is incorporated by reference to NACCO's Definitive Proxy Statement, filed by NACCO on March 16, 2012, Commission File Number 1-9172.
|
10.15*
|
|
Form Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated as of March 1, 2012) is incorporated by reference to Exhibit 10.2 to NACCO's Current Report on Form 8-K, dated May 9, 2012, Commission File Number 1-9172.
|
10.16*
|
|
The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated April 24, 2009) is incorporated by reference to Exhibit 10.1 to NACCO’s Quarterly Report on Form 10-Q, dated May 5, 2009, Commission File Number 1-9172.
|
10.17*
|
|
Amendment No. 1 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective April 24, 2009) is incorporated by reference to Exhibit 10.86 to NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Commission File Number 1-9172.
|
10.18*
|
|
Amendment No. 2 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective as of April 24, 2009) is incorporated by reference to Exhibit 10.5 to NACCO's Quarterly Report on Form 10-Q, filed by NACCO on May 5, 2010, Commission File Number 1-9172.
|
10.19*
|
|
Amendment No. 3 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective as of April 24, 2009) is incorporated by reference to Exhibit 10.18 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.
|
10.20*
|
|
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 by reference to Exhibit 10.14 to NACCO’s Current Report on Form 8-K, dated December 19, 2007, Commission File Number 1-9172.
|
10.21*
|
|
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 by reference to Exhibit 10.1 to NACCO’s Quarterly Report on Form 10-Q, filed by NACCO on April 30, 2008, Commission File Number 1-9172.
|
10.22*
|
|
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 incorporated by reference to Exhibit 10.88 to NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Commission File Number 1-9172.
|
10.23*
|
|
Amendment No. 3 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 by reference to Exhibit 10.3 to NACCO's Quarterly Report on Form 10-Q, filed by NACCO on May 5, 2010, Commission File Number 1-9172.
|
10.24*
|
|
The NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated as of January 1, 2012), is incorporated by reference to Appendix C to NACCO’s Definitive Proxy Statement, filed by NACCO on March 16, 2012, Commission File Number 1-9172.
|
10.25*
|
|
Amendment No. 1 to the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2012) is incorporated by reference to Exhibit 10.24 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.
|
10.26*
|
|
The NACCO Materials Handling Group, Inc. 2010 Annual Incentive Compensation Plan is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated March 30, 2010, Commission File Number 1-9172.
|
10.27*
|
|
The NACCO Materials Handling Group, Inc. 2011 Annual Incentive Compensation Plan is incorporated by reference to Exhibit 10.2 to NACCO's Current Report on Form 8-K, dated March 9, 2011, Commission File Number 1-9172.
|
10.28*
|
|
NACCO Annual Incentive Compensation Plan (Effective January 1, 2012) is incorporated by reference to Appendix D to NACCO's Definitive Proxy Statement, filed by NACCO on March 16, 2012, Commission File Number 1-9172.
|
10.29*
|
|
Amendment No. 1 to the NACCO Annual Incentive Compensation Plan (Effective January 1, 2012) is incorporated by reference to Exhibit 10.28 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.
|
10.30*
|
|
The NACCO Materials Handling Group, Inc. Excess Retirement Plan (Effective January 1, 2012) is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated November 16, 2011, Commission File Number 1-9172.
|
10.31*
|
|
Amendment No. 1 to the NACCO Material Handling Group, Inc. Excess Retirement Plan (Effective January 1, 2012) is incorporated by reference to Exhibit 10.30 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.
|
10.32*
|
|
NACCO Materials Handling Group, Inc. Excess Pension Plan for UK Transferees (As Amended and Restated Effective November 11, 2008) is incorporated by reference to Exhibit 10.81 to NACCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Commission File Number 1-9172.
|
10.33*
|
|
Amendment No. 1 to the NACCO Material Handling Group, Inc. Excess Plan for UK Transferees (As Amended and Restated as of November 11, 2008) is incorporated by reference to Exhibit 10.32 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.
|
10.34*
|
|
Agreement for Services between NMHG Oregon, LLC and Reginald R. Eklund, Effective July 1, 2006 is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated September 6, 2006, Commission File Number 1-9172.
|
10.35*
|
|
Offer Letter, dated January 13, 2006, between Ralf A. Mock and NACCO Materials Handling Group is incorporated herein by reference to Exhibit 10.29 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.
|
10.36
|
|
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 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.
|
10.37
|
|
Equity joint venture contract, dated November 27, 1997, between Shanghai Perfect Jinqiao United Development Company Ltd., People’s Republic of China, NACCO Materials Handling Group, Inc., USA, and Sumitomo-Yale Company Ltd., Japan is incorporated 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.
|
10.38
|
|
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 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.
|
10.39
|
|
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 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.
|
10.40
|
|
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 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.
|
10.41
|
|
International Operating Agreement, dated April 15, 1998, between NACCO Materials Handling Group, Inc. and General Electric Capital Corp. (the “International Operating Agreement”) is incorporated 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.
|
10.42
|
|
Guaranty, dated October 21, 1998, by NACCO Materials Handling Group, Inc. to General Electric Capital Corporation is incorporated by reference to Exhibit 10.59 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, dated August 10, 2012, Commission File Number 333-182388.
|
10.43
|
|
Amendment No. 1 to the International Operating Agreement, dated as of October 21, 1998 is incorporated 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.
|
10.44
|
|
Amendment No. 2 to the International Operating Agreement, dated as of December 1, 1999, is incorporated 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.
|
10.45
|
|
Amendment No. 3 to the International Operating Agreement, dated as of May 1, 2000, is incorporated 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.
|
10.46
|
|
Letter agreement, dated November 22, 2000, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated 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.
|
10.47
|
|
A$ Facility Agreement, dated November 22, 2000, between GE Capital Australia and National Fleet Network Pty Limited is incorporated 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.
|
10.48
|
|
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 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.
|
10.49
|
|
Letter Agreement, dated March 12, 2004, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated 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.
|
10.50
|
|
Letter Agreement, dated December 15, 2004, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated by reference to Exhibit 10.1 to NMHG Holding Co.’s Current Report on Form 8-K, dated February 18, 2005, Commission File Number 333-89248.
|
10.51
|
|
Letter Agreement, dated February 14, 2005, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated by reference to Exhibit 10.2 to NMHG Holding Co.’s Current Report on Form 8-K, dated February 18, 2005, Commission File Number 333-89248.
|
10.52
|
|
Letter Agreement, dated March 28, 2005, between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated April 1, 2005, Commission File Number 1-9172.
|
10.53
|
|
Letter Agreement, dated May 31, 2005, between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated June 6, 2005, Commission File Number 1-9172.
|
10.54
|
|
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 by reference to Exhibit 10.1 to NMHG Holding Co.’s Current Report on Form 8-K, dated October 4, 2005, Commission File Number 333-89248.
|
10.55
|
|
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 by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated August 1, 2008, Commission File Number 1-9172.
|
10.56
|
|
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 by reference to Exhibit 10.2 to NACCO’s Current Report on Form 8-K, dated August 1, 2008, Commission File Number 1-9172.
|
10.57
|
|
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 by reference to Exhibit 10.3 to NACCO’s Current Report on Form 8-K, dated August 1, 2008, Commission File Number 1-9172.
|
10.58
|
|
Letter Agreement executed October 15, 2008 by and between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated October 20, 2008, Commission File Number 1-9172.
|
10.59
|
|
Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time party hereto as Issuing Banks, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC as Joint Lead Arrangers and as Joint Bookrunners, U.S. Bank National Association, as Senior Managing Agent and Wells Fargo Capital Finance, Inc., as Documentation Agent, is incorporated by reference to Exhibit No. 10.1 to NACCO's Current Report on Form 8-K, dated July 7, 2010, Commission File Number 1-9172.
|
10.60
|
|
Amendment No. 1 dated March 8, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time as Issuing Banks, Wells Fargo Capital Finance, Inc., as Documentation Agent, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and as Joint Bookrunners is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated March 14, 2012, Commission File Number 1-9172.
|
10.61
|
|
Amendment No. 2 dated June 1, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time as Issuing Banks, Wells Fargo Capital Finance, Inc., as Documentation Agent, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and as Joint Bookrunners is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated June 7, 2012, Commission File Number 1-9172.
|
10.62
|
|
Amendment No. 3 dated August 31, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time as Issuing Banks, Wells Fargo Capital Finance, Inc., as Documentation Agent, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and as Joint Bookrunners is attached hereto as Exhibit 10.62.
|
10.63
|
|
Amendment No. 4 dated December 3, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the Requisite Lenders party thereto and Citicorp North America, Inc., as Administrative Agent for the Lenders and Issuing Banks is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated December 7, 2012, Commission File Number 1-35646.
|
10.64
|
|
Credit Amendment, dated June 22, 2012 among NACCO Materials Handling Group, Inc., as Borrower, Certain Subsidiaries and Affiliates of Borrower identified therein, as the Guarantors, Bank of America, N.A., as Administrative Agent, Citibank, N.A. as Syndication Agent and the other lenders party thereto; Bank of America Merrill Lynch and Citigroup Global Markets, Inc. as Joint Lead Arrangers and Joint Book Managers, is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated June 26, 2012, Commission File Number 1-9172.
|
10.65
|
|
First Amendment to Credit Agreement, dated December 3, 2012, among NACCO Materials Handling Group, Inc., as Borrower, Certain Subsidiaries and Affiliates of Borrower identified therein, as the Guarantors, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto is incorporated by reference to Exhibit 10.2 to the Company Current Report on Form 8-K, dated December 7, 2012, Commission File Number 1-35646.
|
10.66
|
|
Operating Agreement, dated July 31, 1979, among Eaton Corporation and Sumitomo Heavy Industries, Ltd. is incorporated by reference to Exhibit 10.2 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.
|
23.1
|
|
Consents of experts and counsel.
|
24.1
|
|
A copy of a power of attorney for John C. Butler Jr. is attached hereto as Exhibit 24.1.
|
24.2
|
|
A copy of a power of attorney for Carolyn Corvi is attached hereto as Exhibit 24.2.
|
24.3
|
|
A copy of a power of attorney for John P. Jumper is attached hereto as Exhibit 24.3.
|
24.4
|
|
A copy of a power of attorney for Dennis W. LaBarre is attached hereto as Exhibit 24.4.
|
24.5
|
|
A copy of a power of attorney for Claiborne R. Rankin is attached hereto as Exhibit 24.5.
|
24.6
|
|
A copy of a power of attorney for Michael E. Shannon is attached hereto as Exhibit 24.6.
|
24.7
|
|
A copy of a power of attorney for Britton T. Taplin is attached hereto as Exhibit 24.7.
|
24.8
|
|
A copy of a power of attorney for Eugene Wong is attached hereto as Exhibit 24.8.
|
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)
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Kenneth C. Schilling
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
|
Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item15(b) of this Annual Report on Form 10-K.
|
BTR 2012 Trust for Helen R. Butler
|
|
/s/ Alfred M. Rankin, Jr.
|
|
(a new Participating Stockholder)
|
|
Alfred M. Rankin, Jr.
|
|
Trustee
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Suite 300
|
|
Mayfield Hts. Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
BTR 2012 Trust for Clara R. Williams
|
|
/s/ Alfred M. Rankin, Jr.
|
|
(a new Participating Stockholder)
|
|
Alfred M. Rankin, Jr.
|
|
Trustee
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Suite 300
|
|
Mayfield Hts. Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
BTR 2012 Trust for Chloe R. Seelbach
|
|
/s/ Claiborne R. Rankin, Trustee
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Suite 300
|
|
Mayfield Hts. Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
BTR 2012 Trust for Claiborne R. Rankin, Jr.
|
|
/s/ Claiborne R. Rankin, Trustee
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Suite 300
|
|
Mayfield Hts. Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
BTR 2012 Trust for Julia R. Kuipers
|
|
/s/ Claiborne R. Rankin, Trustee
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Suite 300
|
|
Mayfield Hts. Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
BTR 2012 Trust for Anne F. Rankin
|
|
/s/ Roger F. Rankin, Trustee
|
|
(a new Participating Stockholder)
|
|
Roger F. Rankin
|
|
Trustee
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Suite 300
|
|
Mayfield Hts. Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
.36293486% interest in Rankin Associates I (share equivalent 5,143 Class B shares)
|
|
NACCO Materials Handling Group
|
, as Depository
|
||
|
|
||
|
|
||
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
HYSTER-YALE MATERIALS HANDLING, INC.
|
||
|
|
|
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
THE PARTICIPATING STOCKHOLDERS
listed in Exhibit A attached hereto and incorporated herein by this reference |
||
|
|
|
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
1.
|
Clara L. T. Rankin
|
2.
|
Alfred M. Rankin, Jr.
|
3.
|
Victoire G. Rankin
|
4.
|
Helen Rankin Butler (f/k/a Helen P. Rankin)
|
5.
|
Clara T. Rankin Williams (f/k/a Clara T. Rankin)
|
6.
|
Thomas T. Rankin
|
7.
|
Matthew M. Rankin
|
8.
|
James T. Rankin
|
9.
|
Claiborne R. Rankin
|
10.
|
Chloe O. Rankin
|
11.
|
Chloe R. Seelbach (f/k/a Chloe E. Rankin)
|
12.
|
Claiborne R. Rankin, Jr.
|
13.
|
Roger F. Rankin
|
14.
|
Bruce T. Rankin
|
15.
|
Martha S. Kelly
|
16.
|
Susan Sichel
|
17.
|
Jennifer T. Jerome
|
18.
|
Caroline T. Ruschell
|
19.
|
David F. Taplin
|
20.
|
Beatrice B. Taplin
|
21.
|
Thomas E. Taplin, Jr.
|
22.
|
Theodore D. Taplin
|
23.
|
Britton T. Taplin
|
24.
|
Frank F. Taplin
|
25.
|
Rankin Management, Inc.
|
26.
|
Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)
|
27.
|
The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren
|
28.
|
The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin
|
29.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.
|
30.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
|
31.
|
The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
|
32.
|
The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
|
33.
|
The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
|
34.
|
The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin
|
35.
|
The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr.
|
36.
|
The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin
|
37.
|
The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin
|
38.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams
|
39.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler
|
40.
|
Corbin Rankin
|
41.
|
Alison A. Rankin
|
42.
|
N
ational City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
|
43.
|
Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
44.
|
Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
45.
|
Rankin Associates II, L.P.
|
46.
|
John C. Butler, Jr.
|
47.
|
Clara Rankin Butler (by John C. Butler, Jr. as custodian)
|
48.
|
The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin
|
49.
|
David B. Williams
|
50.
|
Griffin B. Butler (by John C. Butler, Jr. as Custodian)
|
51.
|
Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000
|
52.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
|
53.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin
|
54.
|
Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000
|
55.
|
The Trust created under the Agreement, dated December 20, 1993, between Thomas T. Rankin, as co-trustee, Matthew M. Rankin, as co-trustee, and Matthew M. Rankin, for the benefit of Matthew M. Rankin
|
56.
|
Scott Seelbach
|
57.
|
Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
|
58.
|
Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin
|
59.
|
Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
|
60.
|
Clara Rankin Butler 2002 Trust, dated November 5, 2002
|
61.
|
Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
|
62.
|
Elizabeth B. Rankin
|
63.
|
Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
|
64.
|
Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams
|
65.
|
Helen Charles Williams (by David B.H. Williams as Custodian)
|
66.
|
Julia L. Rankin Kuipers
|
67.
|
Trust created by the Agreement, dated December 21, 2004, between Claiborne R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the benefit of Julia L. Rankin
|
68.
|
Thomas Parker Rankin
|
69.
|
Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
|
70.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach
|
71.
|
Rankin Associates IV, L.P.
|
72.
|
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
|
73.
|
Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin
|
74.
|
Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
|
75.
|
Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach
|
76.
|
Lynne Turman Rankin
|
77.
|
Jacob A. Kuipers
|
78.
|
Alfred M. Rankin, Jr.'s 2011 Grantor Retained Annuity Trust
|
79.
|
Alfred M. Rankin, Jr. 2012 Retained Annuity Trust
|
80.
|
2012 Chloe O. Rankin
|
81.
|
2012 Corbin K. Rankin Trust
|
82.
|
2012 Alison A. Rankin Trust
|
83.
|
2012 Helen R. Butler Trust
|
84.
|
2012 Clara R. Williams Trust
|
85.
|
The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
|
86.
|
Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)
|
87.
|
William Alexander Rankin (by Matthew M. Rankin, as Custodian)
|
88.
|
Margaret Pollard Rankin (by James T. Rankin, as Custodian)
|
89.
|
Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach
|
90.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach
|
91.
|
Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
|
92.
|
Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)
|
93.
|
A. Farnham Rankin
|
94.
|
Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011
|
95.
|
The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin
|
96.
|
Cory Freyer
|
97.
|
Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee
|
98.
|
Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
|
99.
|
Jennifer Dickerman
|
100.
|
The Trust created under the Agreement dated January 5, 1977 between PNC Bank as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of Clara L.T. Rankin
|
101.
|
The Trust created under the Agreement, dated January 1, 1977, between PNC Bank, as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, and Clara L. T. Rankin, for the benefit of Clara L. T. Rankin
|
102.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee
|
103.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee
|
104.
|
Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****
|
105.
|
John C. Butler, Jr.-Roth IRA- Brokerage Account #*****
|
106.
|
DiAhn Taplin
|
|
|
/s/ Roger F. Rankin
|
|
(a new Participating Stockholder)
|
|
Trustee for the Anne F. Rankin Trust, dated August 15, 2012
|
|
|
|
|
|
Address:
|
5875 Landerbrook Drive
|
|
Mayfield Heights, Ohio 44124
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
200 Shares
|
|
NACCO Materials Handling Group
|
, as Depository
|
||
|
|
||
|
|
||
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
HYSTER-YALE MATERIALS HANDLING, INC.
|
||
|
|
|
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
THE PARTICIPATING STOCKHOLDERS
listed in Exhibit A attached hereto and incorporated herein by this reference |
||
|
|
|
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
1.
|
Clara L. T. Rankin
|
2.
|
Alfred M. Rankin, Jr.
|
3.
|
Victoire G. Rankin
|
4.
|
Helen Rankin Butler (f/k/a Helen P. Rankin)
|
5.
|
Clara T. Rankin Williams (f/k/a Clara T. Rankin)
|
6.
|
Thomas T. Rankin
|
7.
|
Matthew M. Rankin
|
8.
|
James T. Rankin
|
9.
|
Claiborne R. Rankin
|
10.
|
Chloe O. Rankin
|
11.
|
Chloe R. Seelbach (f/k/a Chloe E. Rankin)
|
12.
|
Claiborne R. Rankin, Jr.
|
13.
|
Roger F. Rankin
|
14.
|
Bruce T. Rankin
|
15.
|
Martha S. Kelly
|
16.
|
Susan Sichel
|
17.
|
Jennifer T. Jerome
|
18.
|
Caroline T. Ruschell
|
19.
|
David F. Taplin
|
20.
|
Beatrice B. Taplin
|
21.
|
Thomas E. Taplin, Jr.
|
22.
|
Theodore D. Taplin
|
23.
|
Britton T. Taplin
|
24.
|
Frank F. Taplin
|
25.
|
Rankin Management, Inc.
|
26.
|
Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)
|
27.
|
The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren
|
28.
|
The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin
|
29.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.
|
30.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
|
31.
|
The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
|
32.
|
The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
|
33.
|
The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
|
34.
|
The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin
|
35.
|
The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr.
|
36.
|
The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin
|
37.
|
The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin
|
38.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams
|
39.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler
|
40.
|
Corbin Rankin
|
41.
|
Alison A. Rankin
|
42.
|
National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
|
43.
|
Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
44.
|
Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
45.
|
Rankin Associates II, L.P.
|
46.
|
John C. Butler, Jr.
|
47.
|
Clara Rankin Butler (by John C. Butler, Jr. as custodian)
|
48.
|
The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin
|
49.
|
David B. Williams
|
50.
|
Griffin B. Butler (by John C. Butler, Jr. as Custodian)
|
51.
|
Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000
|
52.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
|
53.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin
|
54.
|
Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000
|
55.
|
The Trust created under the Agreement, dated December 20, 1993, between Thomas T. Rankin, as co-trustee, Matthew M. Rankin, as co-trustee, and Matthew M. Rankin, for the benefit of Matthew M. Rankin
|
56.
|
Scott Seelbach
|
57.
|
Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
|
58.
|
Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin
|
59.
|
Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
|
60.
|
Clara Rankin Butler 2002 Trust, dated November 5, 2002
|
61.
|
Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
|
62.
|
Elizabeth B. Rankin
|
63.
|
Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
|
64.
|
Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams
|
65.
|
Helen Charles Williams (by David B.H. Williams as Custodian)
|
66.
|
Julia L. Rankin Kuipers
|
67.
|
Trust created by the Agreement, dated December 21, 2004, between Claiborne R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the benefit of Julia L. Rankin
|
68.
|
Thomas Parker Rankin
|
69.
|
Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
|
70.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach
|
71.
|
Rankin Associates IV, L.P.
|
72.
|
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
|
73.
|
Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin
|
74.
|
Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
|
75.
|
Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach
|
76.
|
Lynne Turman Rankin
|
77.
|
Jacob A. Kuipers
|
78.
|
Alfred M. Rankin, Jr.'s 2011 Grantor Retained Annuity Trust
|
79.
|
Alfred M. Rankin, Jr. 2012 Retained Annuity Trust
|
80.
|
2012 Chloe O. Rankin
|
81.
|
2012 Corbin K. Rankin Trust
|
82.
|
2012 Alison A. Rankin Trust
|
83.
|
2012 Helen R. Butler Trust
|
84.
|
2012 Clara R. Williams Trust
|
85.
|
The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
|
86.
|
Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)
|
87.
|
William Alexander Rankin (by Matthew M. Rankin, as Custodian)
|
88.
|
Margaret Pollard Rankin (by James T. Rankin, as Custodian)
|
89.
|
Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach
|
90.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach
|
91.
|
Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
|
92.
|
Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)
|
93.
|
A. Farnham Rankin
|
94.
|
Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011
|
95.
|
The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin
|
96.
|
Cory Freyer
|
97.
|
Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee
|
98.
|
Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
|
99.
|
Jennifer Dickerman
|
100.
|
The Trust created under the Agreement dated January 5, 1977 between PNC Bank as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of Clara L.T. Rankin
|
101.
|
The Trust created under the Agreement, dated January 1, 1977, between PNC Bank, as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, and Clara L. T. Rankin, for the benefit of Clara L. T. Rankin
|
102.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee
|
103.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee
|
104.
|
Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****
|
105.
|
John C. Butler, Jr.-Roth IRA- Brokerage Account #*****
|
106.
|
DiAhn Taplin
|
107.
|
BTR 2012 Trust for Helen R. Butler
|
108.
|
BTR 2012 Trust for Clara R. Williams
|
109.
|
BTR 2012 Trust for James T. Rankin
|
110.
|
BTR 2012 Trust for Matthew M. Rankin
|
111.
|
BTR 2012 Trust for Thomas P. Rankin
|
112.
|
BTR 2012 Trust for Chloe R. Seelbach
|
113.
|
BTR 2012 Trust for Claiborne R. Rankin, Jr.
|
114.
|
BTR 2012 Trust for Julia R. Kuipers
|
115.
|
BTR 2012 Trust for Anne F. Rankin
|
116.
|
BTR 2012 Trust for Elisabeth M. Rankin
|
(a)
|
A new definition for “Dollar Cash Collateral Account” shall in inserted in the correct alphabetical order as follows:
|
(b)
|
The definition of “Domestic Borrowing Base” is hereby amended to insert “Percentage” immediately following the reference to “Net Orderly Liquidation Value” therein;
|
(c)
|
The definition of “Domestic LIBO Rate” is hereby amended to insert “or the Multicurrency Facility” immediately following the reference to the “Domestic Facility”;
|
(d)
|
Clause (a) of the definition of “Fixed Rate” is hereby amended to insert “or the Multicurrency Facility” immediately after the reference to the “Domestic Facility”;
|
(e)
|
The definition of “Fixed Rate Loans” is hereby amended to delete “, respectively,” therefrom;
|
(f)
|
The definition of “Multicurrency Borrowing Base” is hereby amended to insert “Percentage” immediately following the reference to “Net Orderly Liquidation Value” therein;
|
(g)
|
The definition of “Multicurrency Cash Collateral Accounts” is hereby amended to insert “the Dollar Cash Collateral Account,” immediately before the reference to “the Euro Cash Collateral Account” therein;
|
(h)
|
The definition of “Optional Currency” is hereby amended to insert “or Dollars, as applicable” immediately following the reference to “Specified Foreign Currency” therein.
|
(a)
|
to insert “, if applicable” immediately following the reference to “the Dollar Equivalent thereof” in section (a)(B);
|
(b)
|
to insert “or in Dollars” immediately following the reference to “Specified Foreign Currency” in the final paragraph of clause (a);
|
(c)
|
the amend the first sentence of clause (d) to insert “in a Specified Foreign Currency or in Dollars” at the end of the first sentence therein;
|
(d)
|
to amend and restate the final sentence of clause (d) as follows:
|
(e)
|
to insert “or in Dollars” immediately after each reference to “Specified Foreign Currency” in section (f)(iv);
|
(f)
|
to insert “or in Dollars” immediately following each reference to “Specified Foreign Currency” in section (h)(i).
|
(a)
|
insert “or in Dollars” immediately following the reference to “Specified Foreign Currency” in the first paragraph;
|
(b)
|
insert “or Dollars” immediately following the reference to “Specified Foreign Currency” in clause (a)(iv)(B).
|
(a)
|
insert “or to the Multicurrency Concentration Account for Dollars” immediately following the reference to “Specified Foreign Currency” in clause (a); and
|
(b)
|
insert “or in Dollars” immediately following the reference to “the Specified Foreign Currency of such payment” at the end of clause (b)(ii).
|
(a)
|
Each Loan Document to which such Person is a party (including, without limitation, this Amendment and the Amended Credit Agreement, as applicable) constitutes a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor’s rights generally and by the effect of general principles of equity; and
|
(b)
|
On the date hereof, both before and after giving effect to this Amendment, (i) no Default or Event of Default exists, (ii) no event has occurred that would be reasonably likely to have a Material Adverse Effect and (iii) all representations and warranties of such Person in any Loan Document to which such Person is a party (including, without limitation, the Amended Credit Agreement, as applicable) are true and correct in all material respects as though such representations and warranties were made to each Lender, each Issuing Bank, each Swing Loan Bank and the Administrative Agent on and as of the date hereof (except to the extent that such representations and warranties speak to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date).
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President and CEO
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President and CEO
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title:
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: Director
|
|
By:
|
/s/ Matthew Paquin
|
|
|
Name: Matthew Paquin
|
|
|
Title: Director
|
|
By:
|
/s/ Matthew Paquin
|
|
|
Name: Matthew Paquin
|
|
|
Title: Director
|
|
By:
|
/s/ John W Mundstock
|
|
|
Name: John W Mundstock
|
|
|
Title: SVP
|
|
By:
|
/s/ Thomas Forbath
|
|
|
Name: Thomas Forbath
|
|
|
Title: Vice President
|
|
By:
|
/s/ pp M Konihaus
|
|
|
Name: Anja Best
|
|
|
Title: Senior Vice President
|
|
By:
|
/s/ Nadine M. Eames
|
|
|
Name: Nadine M. Eames
|
|
|
Title: Vice President
|
|
By:
|
/s/ Mike A Mitchell
|
|
|
Name: Mike A Mitchell
|
|
|
Title: Vice President
|
|
By:
|
/s/ Sandra Centa
|
|
|
Name: Sandra Centa
|
|
|
Title: VP
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Asst Secretary
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: Director of NACCO Materials Handling Group, Ltd., its Managing Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President and CEO
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President and CEO
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: Director of NACCO Materials Handling Group, Ltd., it Managing Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President
|
|
By:
|
/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Asst Secretary
|
|
By:
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/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: Director of NACCO Materials Handling Group, Ltd., its Managing Director
|
|
By:
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/s/ Charles Bittenbender
|
|
|
Name: Charles Bittenbender
|
|
|
Title: Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title:
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: Director of NACCO Materials Handling Group, Ltd., its Managing Director
|
|
By:
|
/s/ Michael Brogan
|
|
|
Name: Michael Brogan
|
|
|
Title: President
|
By:
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/s/ Michael Smolow
|
|
Name: Michael Smolow
|
|
Title: Vice President
|
Name
|
Incorporation
|
|
|
Hiroshima Yale Co., Ltd.
|
Japan (50%)
|
Hyster France S.A.R.L.
|
France
|
Hyster Germany GmbH
|
Germany
|
Hyster (H.K.) Limited
|
Hong Kong (PRC)
|
Hyster Overseas Capital Corporation, LLC
|
Delaware
|
Hyster Singapore Pte Ltd
|
Singapore
|
NACCO Materials Handling, B.V.
|
Netherlands
|
NACCO Materials Handling - Canada ULC
|
Canada
|
NACCO Materials Handling Group Brasil Ltda.
|
Brazil
|
NACCO Materials Handling Group, Inc.
|
Delaware
|
NACCO Materials Handling Group, Ltd.
|
United Kingdom
|
NACCO Materials Handling Group Pty, Ltd.
|
Australia
|
NACCO Materials Handling Group (UK) Pension Co. Ltd.
|
United Kingdom
|
NACCO Materials Handling Limited
|
United Kingdom
|
NACCO Materials Handling, SpA
|
Italy
|
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 India Engineering and Support Services Private Ltd.
|
India
|
NMHG Mauritius
|
Mauritius
|
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
|
Onoda Industry Co. Ltd.
|
Japan (20%)
|
Shanghai Hyster Forklift, Ltd.
|
China (75%)
|
Shanghai Hyster International Trading Co. Ltd.
|
China
|
Shiga Yale Co., Ltd.
|
Japan
|
SNP Estate Corporation
|
Philippines (50%)
|
Suminac Philippines, Inc.
|
Philippines (50%)
|
Sumitomo NACCO Materials Handling Co., Ltd.
|
Japan (50%)
|
Sumitomo NACCO Materials Handling Sales Co., Ltd.
|
Japan (50%)
|
Sumitomo NACCO Materials Handling (Vietnam) Co., Ltd.
|
Vietnam (50%)
|
Tohoku Shinko Co., Ltd.
|
Japan (37%)
|
Tokai Shinko Co., Ltd.
|
Japan (15%)
|
Weil Corporation
|
Philippines (50%)
|
Yale Fordertechnik Handelsgesellschaft mbH
|
Germany
|
Yale France Manutention S.A.R.L.
|
France
|
Yale Materials Handling UK Ltd.
|
United Kingdom
|
(1)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;
|
(2)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;
|
(3)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 750,000 shares of Class A common stock;
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 19, 2013
|
|
|
|
/s/ J.C. Butler, Jr.
|
|
February 13, 2013
|
|
J.C. Butler, Jr.
|
|
Date
|
|
/s/ Carolyn Corvi
|
|
February 13, 2013
|
|
Carolyn Corvi
|
|
Date
|
|
/s/ John P. Jumper
|
|
February 13, 2013
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 13, 2013
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ Claiborne R. Rankin
|
|
February 13, 2013
|
|
Claiborne R. Rankin
|
|
Date
|
|
/s/ Michael E. Shannon
|
|
February 13, 2013
|
|
Michael E. Shannon
|
|
Date
|
|
/s/ Britton T. Taplin
|
|
February 13, 2013
|
|
Britton T. Taplin
|
|
Date
|
|
/s/ Eugene Wong
|
|
February 13, 2013
|
|
Eugene Wong
|
|
Date
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 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)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent 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 registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 19, 2013
|
|
/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 Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(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 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)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected , or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent 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 registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 19, 2013
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Vice President and Chief Financial Officer (principal financial and accounting 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:
|
February 19, 2013
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
Date:
|
February 19, 2013
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|