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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, 2014
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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 $0.01 Per Share
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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December 31, 2014
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December 31, 2013
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September 30, 2014
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||||||
Units
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28,100
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28,200
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26,800
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Approximate sales value (in millions)
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$
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711
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$
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717
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$
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710
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•
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potential political, economic and social instability in the non-U.S. countries in which the Company operates;
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•
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currency risks, including those risks set forth above under, “The pricing and costs of the Company's products have been and may continue to be impacted by non-U.S. 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 non-U.S. 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 non-U.S. taxation of earnings and withholding on payments received;
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•
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regulatory changes affecting non-U.S. operations; and
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•
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stringent labor regulations.
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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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Barueri, Brazil
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Leased
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Marketing, sales and administrative center for Brazil
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Billerica, Massachusetts
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Leased
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Nuvera research and development laboratory
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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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Charlotte, North Carolina
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Leased
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Customer experience and training center
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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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Itu, Brazil
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Owned
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Assembly of lift trucks and parts distribution center
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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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Leased
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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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Frimley, Surrey, United Kingdom
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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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San Donato, Italy
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Leased
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Nuvera integration and testing
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Asia-Pacific
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Kuala Lumpur, Malaysia
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Leased
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Asia support office
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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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Name
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Age
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Current Position
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Other Positions
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Alfred M. Rankin, Jr.
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73
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Chairman, President and Chief Executive Officer of Hyster-Yale (from September 2012), Chairman of NMHG (from prior to 2010).
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Colin Wilson
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60
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President and Chief Executive Officer, NMHG of Hyster-Yale (from September 2014), President and Chief Executive Officer of NMHG (from September 2014).
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President and Chief Operating Officer of NMHG (from November 2013 to September 2014), President, Americas of NMHG (from prior to 2010 to September 2014), Vice President and Chief Operating Officer of NMHG (from prior to 2010 to November 2013).
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Charles A. Bittenbender
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65
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Senior Vice President, General Counsel and Secretary of Hyster-Yale (from September 2014), Senior Vice President, General Counsel and Secretary of NMHG (from September 2014).
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Vice President, General Counsel and Secretary of Hyster-Yale (from September 2012 to September 2014), Vice President, General Counsel and Secretary of NMHG (from prior to 2010 to September 2014), Vice President, General Counsel and Secretary of NACCO (from prior to 2010 to September 2012).
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Gregory J. Breier
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49
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Vice President, Tax of Hyster-Yale (from May 2014), Vice President, Tax of NMHG (from January 2012).
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Senior Director of Tax of Hyster-Yale (from January 2012 to May 2012), Director of Tax and Financial Analysis of NACCO (From prior to 2010 to September 2012).
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Brian K. Frentzko
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54
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Vice President, Treasurer of Hyster-Yale (from September 2012), Vice President, Treasurer of NMHG (from September 2012).
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Assistant Treasurer of NMHG (from prior to 2010 to September 2012).
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Amy E. Gerbick
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43
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Associate General Counsel, Director of Corporate Compliance and Assistant Secretary of Hyster-Yale (from May 2014), Associate General Counsel, Director of Corporate Compliance and Assistant Secretary of NMHG (from May 2014).
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Associate, Jones Day (a law firm) (from prior to 2010 to May 2014)
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Jennifer M. Langer
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41
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Vice President, Controller of Hyster-Yale (from February 2013), Vice President, Controller of NMHG (from February 2013).
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Controller of Hyster-Yale (from September 2012 to February 2013), Controller of NMHG (from January 2012 to February 2013), Director of Financial Reporting, Planning and Analysis of NACCO (from March 2011 to September 2012), Director of Financial Reporting of NACCO (from prior to 2010 to March 2011).
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Lauren E. Miller
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60
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Senior Vice President, Chief Marketing Officer of Hyster-Yale (from January 2015), Senior Vice President, Chief Marketing Officer of NMHG (from January 2015).
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Senior Vice President, Marketing and Consulting of Hyster-Yale (from February 2013 to January 2015), Senior Vice President, Marketing and Consulting of NMHG (from prior to 2010 to January 2015), Vice President, Consulting Services of NACCO (from prior to 2010 to September 2012).
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Ralf A. Mock
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59
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Senior Vice President, Managing Director, Europe, Middle East and Africa of NMHG (from September 2014).
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Managing Director, Europe, Middle East and Africa of NMHG (from prior to 2010 to September 2014).
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Charles F. Pascarelli
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55
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Senior Vice President, President, Americas of NMHG (from January 2015)
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President, Sales and Marketing, Americas of NMHG (from March 2013 to January 2015), President, Sales and Marketing, The Raymond Corporation (an electrical materials handling company) (from prior to 2010 to March 2013)
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Rajiv K. Prasad
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51
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Senior Vice President, Global Product Development, Manufacturing and Supply Chain Strategy of NMHG (from September 2014).
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Vice President, Global Product Development and Manufacturing of NMHG (from January 2012 to September 2014), Vice President, Global Product Development of NMHG (from prior to 2010 to January 2012).
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Victoria L. Rickey
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62
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Senior Vice President, Asia-Pacific and Brazil of NMHG (from September 2014).
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Vice President, Asia-Pacific of NMHG (from prior to 2010 to September 2014).
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Michael E. Rosberg
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65
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Senior Vice President, Global Supply Chain of NMHG (from September 2014).
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Vice President, Global Supply Chain of NMHG (from prior to 2010 to September 2014).
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Kenneth C. Schilling
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55
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Senior Vice President and Chief Financial Officer of Hyster-Yale (from September 2014), Senior Vice President and Chief Financial Officer of NMHG (from September 2014).
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Vice President and Chief Financial Officer of Hyster-Yale (from September 2012 to September 2014), Vice President and Chief Financial Officer of NMHG (from prior to 2010 to September 2014), Vice President and Controller of NACCO (from prior to 2010 to September 2012).
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Gopichand Somayajula
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58
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Vice President, Global Product Development of NMHG (from May 2013)
|
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Vice President, Counterbalanced Engineering of NMHG (from prior to 2010 to May 2013)
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Suzanne S. Taylor
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52
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Vice President, Deputy General Counsel and Assistant Secretary of Hyster-Yale (from February 2013), Vice President, Deputy General Counsel and Assistant Secretary of NMHG (from February 2013).
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Deputy General Counsel and Assistant Secretary of Hyster-Yale (from September 2012 to February 2013), Deputy General Counsel and Assistant Secretary of NMHG (from September 2012 to February 2013), Associate General Counsel and Assistant Secretary of Hyster-Yale (from May 2012 to September 2012), Assistant Secretary of NMHG (from August 2011 to September 2012), Associate General Counsel and Assistant Secretary of NACCO (from prior to 2010 to September 2012).
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Raymond C. Ulmer
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51
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Vice President Finance, Americas of NMHG (from prior to 2010).
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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 $50 million of the Company's outstanding Class A common stock. The timing and amount of any repurchases will be determined at the discretion of the Company's management based on a number of factors, including the availability of
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Year Ended December 31
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||||||||||||||||||
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2014
|
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2013
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2012
(1)
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2011
(1)
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2010
(1)
|
||||||||||
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(In millions, except per share data)
|
||||||||||||||||||
Operating Statement Data:
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|
||||||||||
Revenues
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$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
|
$
|
2,469.1
|
|
|
$
|
2,540.8
|
|
|
$
|
1,801.9
|
|
Operating profit
|
$
|
148.8
|
|
|
$
|
134.3
|
|
|
$
|
111.7
|
|
|
$
|
110.0
|
|
|
$
|
46.1
|
|
Net income
|
$
|
110.2
|
|
|
$
|
110.2
|
|
|
$
|
98.1
|
|
|
$
|
82.6
|
|
|
$
|
32.3
|
|
Net (income) loss attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|||||
Net income attributable to stockholders
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
$
|
98.0
|
|
|
$
|
82.6
|
|
|
$
|
32.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share attributable to stockholders:
|
$
|
6.61
|
|
|
$
|
6.58
|
|
|
$
|
5.84
|
|
|
$
|
4.93
|
|
|
$
|
1.95
|
|
Diluted earnings per share attributable to stockholders:
|
$
|
6.58
|
|
|
$
|
6.54
|
|
|
$
|
5.83
|
|
|
$
|
4.91
|
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
1,120.8
|
|
|
$
|
1,161.3
|
|
|
$
|
1,064.4
|
|
|
$
|
1,117.0
|
|
|
$
|
1,041.2
|
|
Long-term debt
|
$
|
12.0
|
|
|
$
|
6.7
|
|
|
$
|
106.9
|
|
|
$
|
54.6
|
|
|
$
|
215.5
|
|
Stockholders' equity
|
$
|
454.5
|
|
|
$
|
449.8
|
|
|
$
|
341.3
|
|
|
$
|
296.3
|
|
|
$
|
230.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provided by operating activities
|
$
|
100.0
|
|
|
$
|
152.9
|
|
|
$
|
128.7
|
|
|
$
|
54.6
|
|
|
$
|
47.5
|
|
Used for investing activities
|
$
|
(44.4
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(8.5
|
)
|
Used for financing activities
|
$
|
(110.5
|
)
|
|
$
|
(104.4
|
)
|
|
$
|
(144.4
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(24.4
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash dividends paid to NACCO
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
10.0
|
|
|
$
|
5.0
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends
(2)(3)
|
$
|
1.075
|
|
|
$
|
1.000
|
|
|
$
|
2.250
|
|
|
|
|
|
||||
Market value at December 31
(2)
|
$
|
73.20
|
|
|
$
|
93.16
|
|
|
$
|
48.80
|
|
|
|
|
|
||||
Stockholders' equity at December 31
(2)
|
$
|
27.98
|
|
|
$
|
26.91
|
|
|
$
|
20.40
|
|
|
|
|
|
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||
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|
|
|
||||||||||
Actual shares outstanding at December 31
(2)
|
16.241
|
|
|
16.714
|
|
|
16.732
|
|
|
|
|
|
|||||||
Basic weighted average shares outstanding
(1)
|
16.607
|
|
|
16.725
|
|
|
16.768
|
|
|
16.767
|
|
|
16.657
|
|
|||||
Diluted weighted average shares outstanding
(1)
|
16.675
|
|
|
16.808
|
|
|
16.800
|
|
|
16.815
|
|
|
16.688
|
|
|||||
Total employees at December 31
(4)
|
5,400
|
|
|
5,100
|
|
|
4,900
|
|
|
4,800
|
|
|
4,400
|
|
(1)
|
As a result of the distribution of one share of Class A common stock and one share of Class B common stock for each share of NACCO Class A common stock or NACCO Class B common stock 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.
|
(2)
|
This information is only included for periods subsequent to the spin-off from NACCO.
|
(3)
|
Includes an extraordinary dividend of $2.00 per share paid to stockholders of the Company during the fourth quarter of 2012.
|
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
|
Assumption
|
|
Change
|
|
Increase (decrease)
2015 net pension expense
|
|
Increase (decrease)
2014 projected benefit
obligation
|
Discount rate
|
|
1% increase
|
|
$(0.5)
|
|
$(30.5)
|
|
|
1% decrease
|
|
0.4
|
|
33.4
|
Return on plan assets
|
|
1% increase
|
|
(2.1)
|
|
N/A
|
|
|
1% decrease
|
|
2.1
|
|
N/A
|
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
|
|
|
|
|
|
|
|
Favorable / (Unfavorable) % Change
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||
Unit Shipments (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
57.6
|
|
|
56.4
|
|
|
48.2
|
|
|
2.1
|
%
|
|
17.0
|
%
|
|||
Europe
|
22.9
|
|
|
23.0
|
|
|
22.8
|
|
|
(0.4
|
)%
|
|
0.9
|
%
|
|||
Asia-Pacific
|
7.1
|
|
|
6.1
|
|
|
5.9
|
|
|
16.4
|
%
|
|
3.4
|
%
|
|||
|
87.6
|
|
|
85.5
|
|
|
76.9
|
|
|
2.5
|
%
|
|
11.2
|
%
|
|||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
1,866.9
|
|
|
$
|
1,762.3
|
|
|
$
|
1,563.7
|
|
|
5.9
|
%
|
|
12.7
|
%
|
Europe
|
686.3
|
|
|
695.4
|
|
|
677.9
|
|
|
(1.3
|
)%
|
|
2.6
|
%
|
|||
Asia-Pacific
|
214.0
|
|
|
208.6
|
|
|
227.5
|
|
|
2.6
|
%
|
|
(8.3
|
)%
|
|||
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
|
$
|
2,469.1
|
|
|
3.8
|
%
|
|
8.0
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
301.3
|
|
|
$
|
318.1
|
|
|
$
|
254.9
|
|
|
(5.3
|
)%
|
|
24.8
|
%
|
Europe
|
122.3
|
|
|
115.4
|
|
|
118.6
|
|
|
6.0
|
%
|
|
(2.7
|
)%
|
|||
Asia-Pacific
|
24.1
|
|
|
27.5
|
|
|
29.7
|
|
|
(12.4
|
)%
|
|
(7.4
|
)%
|
|||
|
$
|
447.7
|
|
|
$
|
461.0
|
|
|
$
|
403.2
|
|
|
(2.9
|
)%
|
|
14.3
|
%
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
194.1
|
|
|
$
|
210.4
|
|
|
$
|
179.2
|
|
|
7.7
|
%
|
|
(17.4
|
)%
|
Europe
|
96.2
|
|
|
91.6
|
|
|
87.0
|
|
|
(5.0
|
)%
|
|
(5.3
|
)%
|
|||
Asia-Pacific
|
24.2
|
|
|
24.8
|
|
|
25.2
|
|
|
2.4
|
%
|
|
1.6
|
%
|
|||
Nuvera
|
2.2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
|
$
|
316.7
|
|
|
$
|
326.8
|
|
|
$
|
291.4
|
|
|
3.1
|
%
|
|
(12.1
|
)%
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
124.9
|
|
|
$
|
107.8
|
|
|
$
|
75.6
|
|
|
15.9
|
%
|
|
42.6
|
%
|
Europe
|
26.2
|
|
|
23.8
|
|
|
31.6
|
|
|
10.1
|
%
|
|
(24.7
|
)%
|
|||
Asia-Pacific
|
(0.1
|
)
|
|
2.7
|
|
|
4.5
|
|
|
(103.7
|
)%
|
|
(40.0
|
)%
|
|||
Nuvera
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
|
$
|
148.8
|
|
|
$
|
134.3
|
|
|
$
|
111.7
|
|
|
10.8
|
%
|
|
20.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
3.9
|
|
|
$
|
9.0
|
|
|
$
|
12.4
|
|
|
56.7
|
%
|
|
27.4
|
%
|
Other income
|
$
|
(5.2
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(5.8
|
)
|
|
147.6
|
%
|
|
(63.8
|
)%
|
Income before income taxes
|
$
|
150.1
|
|
|
$
|
127.4
|
|
|
$
|
105.1
|
|
|
17.8
|
%
|
|
21.2
|
%
|
Net income attributable to stockholders
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
$
|
98.0
|
|
|
(0.2
|
)%
|
|
12.2
|
%
|
Effective income tax rate
|
26.6
|
%
|
|
13.5
|
%
|
|
6.7
|
%
|
|
|
|
|
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
||
2013
|
$
|
2,666.3
|
|
Increase (decrease) in 2014 from:
|
|
||
Unit volume and product mix
|
98.5
|
|
|
Parts
|
24.6
|
|
|
Price
|
2.7
|
|
|
Other
|
(13.3
|
)
|
|
Currency
|
(11.6
|
)
|
|
2014
|
$
|
2,767.2
|
|
|
Operating Profit
|
||
2013
|
$
|
134.3
|
|
Increase (decrease) in 2014 from:
|
|
||
Gross profit
|
(13.3
|
)
|
|
Selling, general and administrative expenses
|
13.2
|
|
|
|
134.2
|
|
|
Gain on sale of assets
|
17.7
|
|
|
Nuvera acquisition
|
(3.1
|
)
|
|
2014
|
$
|
148.8
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
December 31, 2014
|
|
December 31, 2013
|
|
September 30, 2014
|
||||||
Units
|
|
28,100
|
|
|
28,200
|
|
|
26,800
|
|
|||
Approximate sales value (in millions)
|
|
$
|
711
|
|
|
$
|
717
|
|
|
$
|
710
|
|
|
Revenues
|
||
2012
|
$
|
2,469.1
|
|
Increase (decrease) in 2013 from:
|
|
||
Unit volume and product mix
|
152.0
|
|
|
Unit price
|
22.1
|
|
|
Other
|
19.4
|
|
|
Parts
|
17.8
|
|
|
Currency
|
(14.1
|
)
|
|
2013
|
$
|
2,666.3
|
|
|
Operating Profit
|
||
2012
|
$
|
111.7
|
|
Increase (decrease) in 2013 from:
|
|
||
Gross profit
|
57.8
|
|
|
Selling, general and administrative expenses
|
(35.2
|
)
|
|
2013
|
$
|
134.3
|
|
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
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes
|
|
$
|
150.1
|
|
|
$
|
127.4
|
|
|
$
|
105.1
|
|
Gain on sale of Brazil plant
|
|
17.7
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
132.4
|
|
|
$
|
127.4
|
|
|
$
|
105.1
|
|
Statutory taxes at 35%
|
|
$
|
46.3
|
|
|
$
|
44.6
|
|
|
$
|
36.8
|
|
Permanent adjustments:
|
|
|
|
|
|
|
||||||
Non-U.S. rate differences
|
|
(9.5
|
)
|
|
(11.8
|
)
|
|
(9.6
|
)
|
|||
Valuation allowance
|
|
(0.4
|
)
|
|
1.6
|
|
|
(9.0
|
)
|
|||
State income taxes
|
|
3.2
|
|
|
1.8
|
|
|
1.8
|
|
|||
Other
|
|
(1.3
|
)
|
|
(1.9
|
)
|
|
(1.2
|
)
|
|||
|
|
$
|
(8.0
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
(18.0
|
)
|
Discrete items:
|
|
|
|
|
|
|
||||||
Valuation allowance
|
|
(1.1
|
)
|
|
(13.7
|
)
|
|
(10.7
|
)
|
|||
Provision to return adjustments
|
|
(2.1
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Other
|
|
(1.4
|
)
|
|
(3.0
|
)
|
|
(0.6
|
)
|
|||
|
|
$
|
(4.6
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
(11.8
|
)
|
Income tax expense on gain on sale of Brazil plant
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|||
Income tax provision
|
|
$
|
39.9
|
|
|
$
|
17.2
|
|
|
$
|
7.0
|
|
Effective income tax rate
|
|
26.6
|
%
|
|
13.5
|
%
|
|
6.7
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2014
|
|
2013
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
110.2
|
|
|
$
|
110.2
|
|
|
$
|
—
|
|
Depreciation and amortization
|
29.7
|
|
|
30.2
|
|
|
(0.5
|
)
|
|||
Gain on sale of assets
|
(17.8
|
)
|
|
(0.1
|
)
|
|
(17.7
|
)
|
|||
Stock-based compensation
|
6.0
|
|
|
14.2
|
|
|
(8.2
|
)
|
|||
Dividends from unconsolidated affiliates
|
—
|
|
|
6.8
|
|
|
(6.8
|
)
|
|||
Other
|
4.0
|
|
|
9.6
|
|
|
(5.6
|
)
|
|||
Working capital changes, excluding the effect of business acquisitions
|
(32.1
|
)
|
|
(18.0
|
)
|
|
(14.1
|
)
|
|||
Net cash provided by operating activities
|
100.0
|
|
|
152.9
|
|
|
(52.9
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(48.5
|
)
|
|
(36.5
|
)
|
|
(12.0
|
)
|
|||
Business acquisition, net of cash acquired
|
(3.9
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||
Other
|
8.0
|
|
|
10.4
|
|
|
(2.4
|
)
|
|||
Net cash used for investing activities
|
(44.4
|
)
|
|
(26.1
|
)
|
|
(18.3
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
55.6
|
|
|
$
|
126.8
|
|
|
$
|
(71.2
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2014
|
|
2013
|
|
Change
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Net reductions of long-term debt and revolving credit agreements
|
$
|
(44.3
|
)
|
|
$
|
(81.8
|
)
|
|
$
|
37.5
|
|
Cash dividends paid
|
(17.8
|
)
|
|
(16.7
|
)
|
|
(1.1
|
)
|
|||
Purchase of treasury stock
|
(48.2
|
)
|
|
(3.0
|
)
|
|
(45.2
|
)
|
|||
Financing fees paid
|
—
|
|
|
(2.9
|
)
|
|
2.9
|
|
|||
Other
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Net cash used for financing activities
|
$
|
(110.5
|
)
|
|
$
|
(104.4
|
)
|
|
$
|
(6.1
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Other debt
|
19.2
|
|
|
14.1
|
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
|
1.2
|
|
|
—
|
|
|||||||
Variable interest payments on other debt
|
1.4
|
|
|
0.8
|
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||||
Capital lease obligations including principal and interest
|
13.0
|
|
|
5.9
|
|
|
3.5
|
|
|
2.0
|
|
|
1.2
|
|
|
0.4
|
|
|
—
|
|
|||||||
Operating leases
|
58.7
|
|
|
17.3
|
|
|
13.3
|
|
|
10.3
|
|
|
7.9
|
|
|
4.7
|
|
|
5.2
|
|
|||||||
Purchase and other obligations
|
486.2
|
|
|
476.9
|
|
|
5.5
|
|
|
2.7
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
578.5
|
|
|
$
|
515.0
|
|
|
$
|
23.9
|
|
|
$
|
16.5
|
|
|
$
|
11.6
|
|
|
$
|
6.3
|
|
|
$
|
5.2
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
111.4
|
|
|
$
|
175.7
|
|
|
$
|
(64.3
|
)
|
Other net tangible assets
|
372.0
|
|
|
344.7
|
|
|
27.3
|
|
|||
Intangible assets
|
4.1
|
|
|
—
|
|
|
4.1
|
|
|||
Net assets
|
487.5
|
|
|
520.4
|
|
|
(32.9
|
)
|
|||
Total debt
|
(31.5
|
)
|
|
(69.5
|
)
|
|
38.0
|
|
|||
Total equity
|
$
|
456.0
|
|
|
$
|
450.9
|
|
|
$
|
5.1
|
|
Debt to total capitalization
|
6
|
%
|
|
13
|
%
|
|
(7
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
NFS
|
|
Total
|
||||
Total recourse or repurchase obligations
|
|
$
|
154.3
|
|
|
$
|
176.1
|
|
Less: exposure limited for certain dealers
|
|
39.9
|
|
|
39.9
|
|
||
Plus: 7.5% of original loan balance
|
|
7.2
|
|
|
7.2
|
|
||
|
|
121.6
|
|
|
143.4
|
|
||
Incremental obligation related to guarantee to GECC
|
|
144.0
|
|
|
144.0
|
|
||
Total exposure related to guarantees
|
|
$
|
265.6
|
|
|
$
|
287.4
|
|
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
|
Plan Category
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
|
||
Class A Shares:
|
|
(a)
|
|
(b)
|
|
(c)
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
752,569
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
752,569
|
|
Class B Shares:
|
|
|
|
|
|
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
—
|
|
|
Hyster-Yale Materials Handling, Inc.
|
|
||
|
By:
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Senior 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), Director
|
February 19, 2015
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
/s/ Kenneth C. Schilling
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
February 19, 2015
|
Kenneth C. Schilling
|
|
|
|
|
|
|
|
* J.C. Butler, Jr.
|
|
Director
|
February 19, 2015
|
J.C. Butler, Jr.
|
|
|
|
|
|
|
|
* Carolyn Corvi
|
|
Director
|
February 19, 2015
|
Carolyn Corvi
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
February 19, 2015
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
February 19, 2015
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
* F. Joseph Loughrey
|
|
Director
|
February 19, 2015
|
F. Joseph Loughrey
|
|
|
|
|
|
|
|
* Claiborne R. Rankin
|
|
Director
|
February 19, 2015
|
Claiborne R. Rankin
|
|
|
|
|
|
|
|
* Michael E. Shannon
|
|
Director
|
February 19, 2015
|
Michael E. Shannon
|
|
|
|
|
|
|
|
* John M. Stropki
|
|
Director
|
February 19, 2015
|
John M. Stropki
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
February 19, 2015
|
Britton T. Taplin
|
|
|
|
|
|
|
|
* Eugene Wong
|
|
Director
|
February 19, 2015
|
Eugene Wong
|
|
|
|
/s/ Kenneth C. Schilling
|
|
February 19, 2015
|
Kenneth C. Schilling, Attorney-in-Fact
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 19, 2015
|
|
|
|
|
|||
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 19, 2015
|
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
|
$
|
2,469.1
|
|
Cost of sales
|
2,319.5
|
|
|
2,205.3
|
|
|
2,065.9
|
|
|||
Gross Profit
|
447.7
|
|
|
461.0
|
|
|
403.2
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
316.7
|
|
|
326.8
|
|
|
291.4
|
|
|||
(Gain) loss on the sale of assets
|
(17.8
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|||
|
298.9
|
|
|
326.7
|
|
|
291.5
|
|
|||
Operating Profit
|
148.8
|
|
|
134.3
|
|
|
111.7
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
3.9
|
|
|
9.0
|
|
|
12.4
|
|
|||
Income from unconsolidated affiliates
|
(5.6
|
)
|
|
(3.9
|
)
|
|
(5.6
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
2.8
|
|
|
—
|
|
|||
Other, net
|
0.4
|
|
|
(1.0
|
)
|
|
(0.2
|
)
|
|||
|
(1.3
|
)
|
|
6.9
|
|
|
6.6
|
|
|||
Income Before Income Taxes
|
150.1
|
|
|
127.4
|
|
|
105.1
|
|
|||
Income tax provision
|
39.9
|
|
|
17.2
|
|
|
7.0
|
|
|||
Net Income
|
110.2
|
|
|
110.2
|
|
|
98.1
|
|
|||
Net income attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Net Income Attributable to Stockholders
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
$
|
98.0
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share Attributable to Stockholders
|
$
|
6.61
|
|
|
$
|
6.58
|
|
|
$
|
5.84
|
|
Diluted Earnings per Share Attributable to Stockholders
|
$
|
6.58
|
|
|
$
|
6.54
|
|
|
$
|
5.83
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Net Income
|
$
|
110.2
|
|
|
$
|
110.2
|
|
|
$
|
98.1
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(41.7
|
)
|
|
(11.9
|
)
|
|
(1.5
|
)
|
|||
Current period cash flow hedging activity, net of $6.4 tax benefit in 2014, net of $0.2 tax benefit in 2013 and net of $3.3 tax expense in 2012
|
(3.8
|
)
|
|
(6.2
|
)
|
|
4.1
|
|
|||
Reclassification of hedging activities into earnings, net of $2.5 tax expense in 2014, net of $1.5 tax benefit in 2013 and net of $1.7 tax expense in 2012
|
3.7
|
|
|
2.8
|
|
|
(5.9
|
)
|
|||
Current period pension adjustment, net of $3.6 tax benefit in 2014, net of $7.1 tax expense in 2013 and net of $2.2 tax benefit in 2012
|
(7.0
|
)
|
|
14.2
|
|
|
(11.4
|
)
|
|||
Reclassification of pension into earnings, net of $1.5 tax expense in 2014, net of $1.7 tax expense in 2013 and net of $1.1 tax expense in 2012
|
3.7
|
|
|
5.1
|
|
|
6.3
|
|
|||
Comprehensive Income
|
$
|
65.1
|
|
|
$
|
114.2
|
|
|
$
|
89.7
|
|
Other comprehensive income attributable to noncontrolling interest
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Comprehensive Income Attributable to Stockholders
|
$
|
64.7
|
|
|
$
|
114.0
|
|
|
$
|
89.6
|
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
111.4
|
|
|
$
|
175.7
|
|
Accounts receivable, net of allowances of $10.9 in 2
014 and $10.2 in 2013
|
357.7
|
|
|
359.3
|
|
||
Inventories, net
|
342.5
|
|
|
330.6
|
|
||
Deferred income taxes
|
20.8
|
|
|
18.0
|
|
||
Prepaid expenses and other
|
34.6
|
|
|
38.0
|
|
||
Total Current Assets
|
867.0
|
|
|
921.6
|
|
||
Property, Plant and Equipment, Net
|
179.8
|
|
|
164.2
|
|
||
Intangible Assets
|
4.1
|
|
|
—
|
|
||
Long-term Deferred Income Taxes
|
11.4
|
|
|
10.2
|
|
||
Investment in Unconsolidated Affiliates
|
39.6
|
|
|
36.7
|
|
||
Other Non-current Assets
|
18.9
|
|
|
28.6
|
|
||
Total Assets
|
$
|
1,120.8
|
|
|
$
|
1,161.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
331.6
|
|
|
$
|
340.3
|
|
Accounts payable, affiliates
|
18.4
|
|
|
20.8
|
|
||
Revolving credit facilities
|
—
|
|
|
39.0
|
|
||
Current maturities of long-term debt
|
19.5
|
|
|
23.8
|
|
||
Accrued payroll
|
57.2
|
|
|
57.3
|
|
||
Accrued warranty obligations
|
32.3
|
|
|
28.9
|
|
||
Other current liabilities
|
94.5
|
|
|
99.7
|
|
||
Total Current Liabilities
|
553.5
|
|
|
609.8
|
|
||
Long-term Debt
|
12.0
|
|
|
6.7
|
|
||
Self-insurance Liabilities
|
18.6
|
|
|
20.6
|
|
||
Pension and other Postretirement Obligations
|
24.6
|
|
|
25.4
|
|
||
Other Long-term Liabilities
|
56.1
|
|
|
47.9
|
|
||
Total Liabilities
|
664.8
|
|
|
710.4
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, par value $0.01 per share, 12,277,148 shares outstanding (2013 - 12,689,454 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 3,964,082 shares outstanding (2013 - 4,024,630 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Capital in excess of par value
|
324.1
|
|
|
320.6
|
|
||
Treasury stock
|
(49.1
|
)
|
|
(3.4
|
)
|
||
Retained earnings
|
280.4
|
|
|
188.4
|
|
||
Accumulated other comprehensive loss
|
(101.1
|
)
|
|
(56.0
|
)
|
||
Total Stockholders’ Equity
|
454.5
|
|
|
449.8
|
|
||
Noncontrolling Interest
|
1.5
|
|
|
1.1
|
|
||
Total Equity
|
456.0
|
|
|
450.9
|
|
||
Total Liabilities and Equity
|
$
|
1,120.8
|
|
|
$
|
1,161.3
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
110.2
|
|
|
$
|
110.2
|
|
|
$
|
98.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
29.7
|
|
|
30.2
|
|
|
28.0
|
|
|||
Amortization of deferred financing fees
|
1.2
|
|
|
1.9
|
|
|
1.9
|
|
|||
Deferred income taxes
|
1.8
|
|
|
(9.6
|
)
|
|
(13.6
|
)
|
|||
(Gain) loss on sale of assets
|
(17.8
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|||
Stock-based compensation
|
6.0
|
|
|
14.2
|
|
|
1.3
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
2.8
|
|
|
—
|
|
|||
Dividends from unconsolidated affiliates
|
—
|
|
|
6.8
|
|
|
4.5
|
|
|||
Other non-current liabilities
|
0.7
|
|
|
8.5
|
|
|
(2.4
|
)
|
|||
Other
|
0.3
|
|
|
6.0
|
|
|
(9.0
|
)
|
|||
Working capital changes, excluding the effect of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(8.5
|
)
|
|
(42.0
|
)
|
|
27.2
|
|
|||
Inventories
|
(28.8
|
)
|
|
(27.1
|
)
|
|
0.4
|
|
|||
Other current assets
|
1.0
|
|
|
(2.1
|
)
|
|
(1.8
|
)
|
|||
Accounts payable
|
4.7
|
|
|
56.2
|
|
|
(5.0
|
)
|
|||
Other liabilities
|
(0.5
|
)
|
|
(3.0
|
)
|
|
(1.0
|
)
|
|||
Net cash provided by operating activities
|
100.0
|
|
|
152.9
|
|
|
128.7
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(48.5
|
)
|
|
(36.5
|
)
|
|
(19.8
|
)
|
|||
Proceeds from the sale of assets
|
8.7
|
|
|
0.5
|
|
|
0.3
|
|
|||
Business acquisitions, net of cash acquired
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(0.7
|
)
|
|
9.9
|
|
|
—
|
|
|||
Net cash used for investing activities
|
(44.4
|
)
|
|
(26.1
|
)
|
|
(19.5
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Additions to long-term debt
|
31.1
|
|
|
33.9
|
|
|
151.9
|
|
|||
Reductions of long-term debt
|
(37.1
|
)
|
|
(154.2
|
)
|
|
(243.0
|
)
|
|||
Net additions (reductions) to revolving credit agreements
|
(38.3
|
)
|
|
38.5
|
|
|
—
|
|
|||
Cash dividends paid
|
(17.8
|
)
|
|
(16.7
|
)
|
|
(37.8
|
)
|
|||
Cash dividends paid to NACCO
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||
Financing fees paid
|
—
|
|
|
(2.9
|
)
|
|
(6.8
|
)
|
|||
Stock issuance costs
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||
Purchase of treasury stock
|
(48.2
|
)
|
|
(3.0
|
)
|
|
(2.2
|
)
|
|||
Other
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used for financing activities
|
(110.5
|
)
|
|
(104.4
|
)
|
|
(144.4
|
)
|
|||
Effect of exchange rate changes on cash
|
(9.4
|
)
|
|
2.0
|
|
|
1.6
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
(64.3
|
)
|
|
24.4
|
|
|
(33.6
|
)
|
|||
Balance at the beginning of the year
|
175.7
|
|
|
151.3
|
|
|
184.9
|
|
|||
Balance at the end of the year
|
$
|
111.4
|
|
|
$
|
175.7
|
|
|
$
|
151.3
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Class A Common Stock
|
Class B Common Stock
|
Treasury Stock
|
Capital in Excess of Par Value
|
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, 2012
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
350.8
|
|
$
|
(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 stock
|
—
|
|
—
|
|
(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
|
|
|||||||||||
Noncontrolling interest income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||||||||
Balance, December 31, 2012
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(2.2
|
)
|
$
|
308.2
|
|
$
|
95.1
|
|
$
|
13.2
|
|
|
$
|
1.5
|
|
|
$
|
(74.7
|
)
|
|
$
|
341.3
|
|
|
$
|
0.9
|
|
|
$
|
342.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
14.2
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
|
—
|
|
|
14.2
|
|
|||||||||||
Shares issued under stock compensation plans
|
—
|
|
—
|
|
1.8
|
|
(1.8
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Purchase of treasury stock
|
—
|
|
—
|
|
(3.0
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||||||||
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
110.0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110.0
|
|
|
—
|
|
|
110.0
|
|
|||||||||||
Cash dividends on Class A and Class B common stock: $1.00 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(16.7
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
—
|
|
|
(16.7
|
)
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11.9
|
)
|
|
(6.2
|
)
|
|
14.2
|
|
|
(3.9
|
)
|
|
—
|
|
|
(3.9
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2.8
|
|
|
5.1
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
|||||||||||
Noncontrolling interest income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||||||||
Balance, December 31, 2013
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(3.4
|
)
|
$
|
320.6
|
|
$
|
188.4
|
|
$
|
1.3
|
|
|
$
|
(1.9
|
)
|
|
$
|
(55.4
|
)
|
|
$
|
449.8
|
|
|
$
|
1.1
|
|
|
$
|
450.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
6.0
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||||||||
Shares issued under stock compensation plans
|
—
|
|
—
|
|
2.5
|
|
(2.5
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Purchase of treasury stock
|
—
|
|
—
|
|
(48.2
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.2
|
)
|
|
—
|
|
|
(48.2
|
)
|
|||||||||||
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
109.8
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.8
|
|
|
—
|
|
|
109.8
|
|
|||||||||||
Cash dividends on Class A and Class B common stock: $1.075 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(17.8
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|
(17.8
|
)
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(41.7
|
)
|
|
(3.8
|
)
|
|
(7.0
|
)
|
|
(52.5
|
)
|
|
—
|
|
|
(52.5
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3.7
|
|
|
3.7
|
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|||||||||||
Noncontrolling interest income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||||||||||
Balance, December 31, 2014
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(49.1
|
)
|
$
|
324.1
|
|
$
|
280.4
|
|
$
|
(40.4
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(58.7
|
)
|
|
$
|
454.5
|
|
|
$
|
1.5
|
|
|
$
|
456.0
|
|
Significant Accounting Policy
|
|
Note
|
Reportable segments
|
|
Business Segments (Note 3)
|
Stock-based compensation
|
|
Common Stock and Earnings per Share (Note 5)
|
Income taxes
|
|
Income Taxes (Note 6)
|
Derivatives and hedging activities
|
|
Financial Instruments and Derivative Financial Instruments (Note 8)
|
Fair value of financial instruments
|
|
Financial Instruments and Derivative Financial Instruments (Note 8)
and Retirement Benefit Plans (Note 9)
|
Pension
|
|
Retirement Benefit Plans (Note 9)
|
Inventories
|
|
Inventories (Note 10)
|
Property, plant and equipment
|
|
Property, Plant and Equipment, Net (Note 11)
|
Impairment or disposal of long-lived assets
|
|
Property, Plant and Equipment, Net (Note 11)
|
Contingencies
|
|
Contingencies (Note 15)
|
Standard
|
|
Description
|
ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
|
|
The guidance requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity
|
|
The guidance changes the criteria for reporting discontinued operations to only those disposals which represent a strategic shift in operations. In addition, the new guidance requires expanded disclosures about discontinued operations, including pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting.
|
|
January 1, 2015
|
|
The Company does not expect the adoption of the guidance to have a material effect on its financial position, results of operations, cash flows or related disclosures.
|
ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)
|
|
The new guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.
|
|
January 1, 2017
|
|
The Company is currently evaluating the alternative methods of adoption and the effect on our financial position, results of operations, cash flows and related disclosures.
|
ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern
|
|
The guidance requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements are issued.
|
|
December 31, 2016
|
|
The Company does not expect the adoption of the guidance to have a material effect on its financial position, results of operations, cash flows or related disclosures.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Americas
|
$
|
1,866.9
|
|
|
$
|
1,762.3
|
|
|
$
|
1,563.7
|
|
Europe
|
686.3
|
|
|
695.4
|
|
|
677.9
|
|
|||
Asia-Pacific
|
214.0
|
|
|
208.6
|
|
|
227.5
|
|
|||
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
|
$
|
2,469.1
|
|
Gross profit
|
|
|
|
|
|
||||||
Americas
|
$
|
301.3
|
|
|
$
|
318.1
|
|
|
$
|
254.9
|
|
Europe
|
122.3
|
|
|
115.4
|
|
|
118.6
|
|
|||
Asia-Pacific
|
24.1
|
|
|
27.5
|
|
|
29.7
|
|
|||
|
$
|
447.7
|
|
|
$
|
461.0
|
|
|
$
|
403.2
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Americas
|
$
|
194.1
|
|
|
$
|
210.4
|
|
|
$
|
179.2
|
|
Europe
|
96.2
|
|
|
91.6
|
|
|
87.0
|
|
|||
Asia-Pacific
|
24.2
|
|
|
24.8
|
|
|
25.2
|
|
|||
NMHG
|
314.5
|
|
|
326.8
|
|
|
291.4
|
|
|||
Nuvera
|
2.2
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
316.7
|
|
|
$
|
326.8
|
|
|
$
|
291.4
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
124.9
|
|
|
$
|
107.8
|
|
|
$
|
75.6
|
|
Europe
|
26.2
|
|
|
23.8
|
|
|
31.6
|
|
|||
Asia-Pacific
|
(0.1
|
)
|
|
2.7
|
|
|
4.5
|
|
|||
NMHG
|
151.0
|
|
|
134.3
|
|
|
111.7
|
|
|||
Nuvera
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
148.8
|
|
|
$
|
134.3
|
|
|
$
|
111.7
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
3.3
|
|
|
$
|
8.1
|
|
|
$
|
11.5
|
|
Europe
|
0.1
|
|
|
0.3
|
|
|
0.6
|
|
|||
Asia-Pacific
|
0.5
|
|
|
0.6
|
|
|
0.3
|
|
|||
|
$
|
3.9
|
|
|
$
|
9.0
|
|
|
$
|
12.4
|
|
Interest income
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
(1.0
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(1.1
|
)
|
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asia-Pacific
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|||
|
$
|
(1.1
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(1.5
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Americas
|
$
|
(3.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(4.6
|
)
|
Europe
|
1.6
|
|
|
1.5
|
|
|
1.3
|
|
|||
Asia-Pacific
|
(2.3
|
)
|
|
(1.6
|
)
|
|
(1.0
|
)
|
|||
Total
|
$
|
(4.1
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(4.3
|
)
|
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
37.4
|
|
|
$
|
28.9
|
|
|
$
|
7.0
|
|
Europe
|
4.0
|
|
|
(11.8
|
)
|
|
—
|
|
|||
Asia-Pacific
|
(0.7
|
)
|
|
0.1
|
|
|
—
|
|
|||
NMHG
|
40.7
|
|
|
17.2
|
|
|
7.0
|
|
|||
Nuvera
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
39.9
|
|
|
$
|
17.2
|
|
|
$
|
7.0
|
|
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
88.6
|
|
|
$
|
72.6
|
|
|
$
|
62.8
|
|
Europe
|
20.5
|
|
|
33.8
|
|
|
29.7
|
|
|||
Asia-Pacific
|
2.1
|
|
|
3.6
|
|
|
5.5
|
|
|||
NMHG
|
111.2
|
|
|
110.0
|
|
|
98.0
|
|
|||
Nuvera
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
$
|
98.0
|
|
Total assets
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
638.1
|
|
|
$
|
654.3
|
|
|
$
|
660.4
|
|
Europe
|
439.4
|
|
|
520.0
|
|
|
424.3
|
|
|||
Asia-Pacific
|
170.3
|
|
|
179.5
|
|
|
198.1
|
|
|||
Eliminations
|
(144.0
|
)
|
|
(192.5
|
)
|
|
(218.4
|
)
|
|||
NMHG
|
1,103.8
|
|
|
1,161.3
|
|
|
1,064.4
|
|
|||
Nuvera
|
17.0
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
1,120.8
|
|
|
$
|
1,161.3
|
|
|
$
|
1,064.4
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
16.6
|
|
|
$
|
17.4
|
|
|
$
|
17.9
|
|
Europe
|
6.3
|
|
|
6.2
|
|
|
5.9
|
|
|||
Asia-Pacific
|
6.7
|
|
|
6.6
|
|
|
4.2
|
|
|||
NMHG
|
29.6
|
|
|
30.2
|
|
|
28.0
|
|
|||
Nuvera
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
29.7
|
|
|
$
|
30.2
|
|
|
$
|
28.0
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
34.0
|
|
|
$
|
24.8
|
|
|
$
|
12.4
|
|
Europe
|
11.9
|
|
|
9.8
|
|
|
4.3
|
|
|||
Asia-Pacific
|
2.6
|
|
|
1.9
|
|
|
3.1
|
|
|||
|
$
|
48.5
|
|
|
$
|
36.5
|
|
|
$
|
19.8
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash
|
|
|
|
|
|
||||||
Americas
|
$
|
26.8
|
|
|
$
|
53.1
|
|
|
$
|
69.4
|
|
Europe
|
69.9
|
|
|
103.6
|
|
|
63.4
|
|
|||
Asia-Pacific
|
13.6
|
|
|
19.0
|
|
|
18.5
|
|
|||
NMHG
|
110.3
|
|
|
175.7
|
|
|
151.3
|
|
|||
Nuvera
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
111.4
|
|
|
$
|
175.7
|
|
|
$
|
151.3
|
|
|
United
States
|
|
Europe,
Africa and
Middle East
|
|
Other
|
|
Consolidated
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,458.8
|
|
|
$
|
686.4
|
|
|
$
|
622.0
|
|
|
$
|
2,767.2
|
|
Long-lived assets
|
$
|
115.1
|
|
|
$
|
40.8
|
|
|
$
|
63.5
|
|
|
$
|
219.4
|
|
2013
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,338.7
|
|
|
$
|
695.5
|
|
|
$
|
632.1
|
|
|
$
|
2,666.3
|
|
Long-lived assets
|
$
|
99.5
|
|
|
$
|
40.0
|
|
|
$
|
61.4
|
|
|
$
|
200.9
|
|
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
|
|
|
2014
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
676.0
|
|
|
$
|
684.7
|
|
|
$
|
695.8
|
|
|
$
|
710.7
|
|
Gross profit
|
$
|
111.7
|
|
|
$
|
107.3
|
|
|
$
|
111.3
|
|
|
$
|
117.4
|
|
Operating profit
|
$
|
31.6
|
|
|
$
|
47.7
|
|
|
$
|
36.3
|
|
|
$
|
33.2
|
|
Net income
|
$
|
22.1
|
|
|
$
|
33.0
|
|
|
$
|
28.5
|
|
|
$
|
26.6
|
|
Net income attributable to stockholders
|
$
|
22.1
|
|
|
$
|
32.9
|
|
|
$
|
28.4
|
|
|
$
|
26.4
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.32
|
|
|
$
|
1.96
|
|
|
$
|
1.71
|
|
|
$
|
1.62
|
|
Diluted earnings per share
|
$
|
1.31
|
|
|
$
|
1.95
|
|
|
$
|
1.70
|
|
|
$
|
1.61
|
|
|
2013
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
644.9
|
|
|
$
|
659.6
|
|
|
$
|
643.9
|
|
|
$
|
717.9
|
|
Gross profit
|
$
|
109.2
|
|
|
$
|
114.3
|
|
|
$
|
111.6
|
|
|
$
|
125.9
|
|
Operating profit
|
$
|
32.1
|
|
|
$
|
35.9
|
|
|
$
|
31.3
|
|
|
$
|
35.0
|
|
Net income
|
$
|
24.6
|
|
|
$
|
36.2
|
|
|
$
|
23.6
|
|
|
$
|
25.8
|
|
Net income attributable to stockholders
|
$
|
24.6
|
|
|
$
|
36.2
|
|
|
$
|
23.5
|
|
|
$
|
25.7
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.47
|
|
|
$
|
2.16
|
|
|
$
|
1.41
|
|
|
$
|
1.54
|
|
Diluted earnings per share
|
$
|
1.47
|
|
|
$
|
2.16
|
|
|
$
|
1.40
|
|
|
$
|
1.53
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Basic weighted average shares outstanding
|
16.607
|
|
|
16.725
|
|
|
16.768
|
|
|||
Dilutive effect of restricted stock awards
|
0.068
|
|
|
0.083
|
|
|
0.032
|
|
|||
Diluted weighted average shares outstanding
|
16.675
|
|
|
16.808
|
|
|
16.800
|
|
|||
Basic earnings per share
|
$
|
6.61
|
|
|
$
|
6.58
|
|
|
$
|
5.84
|
|
Diluted earnings per share
|
$
|
6.58
|
|
|
$
|
6.54
|
|
|
$
|
5.83
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes
|
|
|
|
|
|
||||||
U.S.
|
$
|
69.1
|
|
|
$
|
64.9
|
|
|
$
|
46.6
|
|
Non-U.S.
|
81.0
|
|
|
62.5
|
|
|
58.5
|
|
|||
|
$
|
150.1
|
|
|
$
|
127.4
|
|
|
$
|
105.1
|
|
Income tax provision
|
|
|
|
|
|
||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
25.0
|
|
|
$
|
19.7
|
|
|
$
|
15.3
|
|
State
|
2.6
|
|
|
2.0
|
|
|
1.2
|
|
|||
Non-U.S.
|
10.5
|
|
|
5.1
|
|
|
4.1
|
|
|||
Total current
|
$
|
38.1
|
|
|
$
|
26.8
|
|
|
$
|
20.6
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(3.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(1.3
|
)
|
State
|
0.7
|
|
|
0.9
|
|
|
(7.2
|
)
|
|||
Non-U.S.
|
4.4
|
|
|
(10.1
|
)
|
|
(5.1
|
)
|
|||
Total deferred
|
$
|
1.8
|
|
|
$
|
(9.6
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
39.9
|
|
|
$
|
17.2
|
|
|
$
|
7.0
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes
|
$
|
150.1
|
|
|
$
|
127.4
|
|
|
$
|
105.1
|
|
Statutory taxes at 35.0%
|
$
|
52.5
|
|
|
$
|
44.6
|
|
|
$
|
36.8
|
|
Valuation allowance
|
(1.5
|
)
|
|
(12.1
|
)
|
|
(19.7
|
)
|
|||
Non-U.S. rate differences
|
(10.6
|
)
|
|
(11.4
|
)
|
|
(9.9
|
)
|
|||
Equity interest earnings
|
(1.7
|
)
|
|
(1.2
|
)
|
|
(1.6
|
)
|
|||
Unremitted Non-U.S. earnings
|
0.1
|
|
|
(1.2
|
)
|
|
(1.1
|
)
|
|||
R&D and other federal credits
|
(0.9
|
)
|
|
(2.4
|
)
|
|
(0.7
|
)
|
|||
State income taxes
|
2.7
|
|
|
2.0
|
|
|
2.0
|
|
|||
Tax controversy resolution
|
(0.5
|
)
|
|
(1.8
|
)
|
|
0.1
|
|
|||
Other
|
(0.2
|
)
|
|
0.7
|
|
|
1.1
|
|
|||
Income tax provision
|
$
|
39.9
|
|
|
$
|
17.2
|
|
|
$
|
7.0
|
|
Effective income tax rate
|
26.6
|
%
|
|
13.5
|
%
|
|
6.7
|
%
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
15.9
|
|
|
$
|
10.7
|
|
Accrued product liability
|
9.3
|
|
|
9.7
|
|
||
Product warranties
|
12.5
|
|
|
12.3
|
|
||
Accrued pension benefits
|
6.9
|
|
|
4.9
|
|
||
Tax attribute carryforwards
|
25.3
|
|
|
34.9
|
|
||
Other employee benefits
|
8.4
|
|
|
9.6
|
|
||
Other
|
2.2
|
|
|
1.0
|
|
||
Total deferred tax assets
|
80.5
|
|
|
83.1
|
|
||
Less: Valuation allowance
|
26.9
|
|
|
31.7
|
|
||
|
53.6
|
|
|
51.4
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and amortization
|
8.8
|
|
|
8.9
|
|
||
Inventories
|
7.6
|
|
|
6.9
|
|
||
Unremitted earnings
|
5.7
|
|
|
7.4
|
|
||
Total deferred tax liabilities
|
22.1
|
|
|
23.2
|
|
||
Net deferred tax asset
|
$
|
31.5
|
|
|
$
|
28.2
|
|
|
December 31, 2014
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
14.9
|
|
|
$
|
13.4
|
|
|
2015-Indefinite
|
State net operating losses and credits
|
3.7
|
|
|
1.4
|
|
|
2015-2030
|
||
Non-U.S. Capital losses
|
6.7
|
|
|
6.7
|
|
|
2015-Indefinite
|
||
Total
|
$
|
25.3
|
|
|
$
|
21.5
|
|
|
|
|
December 31, 2013
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
21.4
|
|
|
$
|
15.0
|
|
|
2014-Indefinite
|
State net operating losses and credits
|
5.1
|
|
|
1.6
|
|
|
2014-2030
|
||
State and Non-U.S. Capital losses
|
8.4
|
|
|
8.4
|
|
|
2014-Indefinite
|
||
Total
|
$
|
34.9
|
|
|
$
|
25.0
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
$
|
5.3
|
|
|
$
|
6.8
|
|
|
$
|
7.7
|
|
Additions for tax positions of prior years
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||
Additions based on tax positions related to the current year
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
|||
Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations
|
(1.6
|
)
|
|
(2.7
|
)
|
|
(2.2
|
)
|
|||
Other changes in unrecognized tax benefits including foreign currency translation adjustments
|
(0.3
|
)
|
|
0.2
|
|
|
0.2
|
|
|||
Balance at December 31
|
$
|
4.3
|
|
|
$
|
5.3
|
|
|
$
|
6.8
|
|
Details about OCI Components
|
|
Amount Reclassified from OCI
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
|
||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
Other
|
Interest rate contracts
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
Interest expense
|
|||
Foreign exchange contracts
|
|
(7.0
|
)
|
|
(1.3
|
)
|
|
8.8
|
|
|
Cost of sales
|
|||
Total before tax
|
|
(6.2
|
)
|
|
(1.3
|
)
|
|
4.2
|
|
|
Income before income taxes
|
|||
Tax (expense) benefit
|
|
2.5
|
|
|
(1.5
|
)
|
|
1.7
|
|
|
Income tax provision
|
|||
Net of tax
|
|
$
|
(3.7
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
5.9
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss
|
|
$
|
(5.5
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(7.6
|
)
|
|
(a)
|
Prior service (cost) credit
|
|
0.3
|
|
|
(0.5
|
)
|
|
0.4
|
|
|
(a)
|
|||
Transition liability
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(a)
|
|||
Total before tax
|
|
(5.2
|
)
|
|
(6.8
|
)
|
|
(7.4
|
)
|
|
Income before income taxes
|
|||
Tax benefit
|
|
1.5
|
|
|
1.7
|
|
|
1.1
|
|
|
Income tax provision
|
|||
Net of tax
|
|
$
|
(3.7
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(6.3
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
|
$
|
(7.4
|
)
|
|
$
|
(7.9
|
)
|
|
$
|
(0.4
|
)
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance sheet location
|
|
2014
|
|
2013
|
|
Balance sheet location
|
|
2014
|
|
2013
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
4.6
|
|
|
0.4
|
|
|
Prepaid expenses and other
|
|
2.4
|
|
|
—
|
|
||||
|
Other current liabilities
|
|
3.5
|
|
|
2.7
|
|
|
Other current liabilities
|
|
8.8
|
|
|
5.7
|
|
||||
Long-Term
|
Other non-current assets
|
|
0.9
|
|
|
—
|
|
|
Other long-term liabilities
|
|
3.1
|
|
|
0.7
|
|
||||
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Other current liabilities
|
|
—
|
|
|
—
|
|
|
Other current liabilities
|
|
—
|
|
|
0.3
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
9.0
|
|
|
$
|
5.5
|
|
|
|
|
$
|
14.3
|
|
|
$
|
6.7
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Long-term
|
Other non-current assets
|
|
1.3
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
4.3
|
|
|
4.1
|
|
|
Prepaid expenses and other
|
|
2.7
|
|
|
2.0
|
|
||||
|
Other current liabilities
|
|
0.6
|
|
|
0.3
|
|
|
Other current liabilities
|
|
2.5
|
|
|
1.2
|
|
||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
6.2
|
|
|
$
|
4.4
|
|
|
|
|
$
|
6.2
|
|
|
$
|
3.2
|
|
Total derivatives
|
|
|
$
|
15.2
|
|
|
$
|
9.9
|
|
|
|
|
$
|
20.5
|
|
|
$
|
9.9
|
|
|
|
Derivative Assets as of December 31, 2014
|
|
Derivative Liabilities as of December 31, 2014
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
1.3
|
|
|
$
|
(1.0
|
)
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
1.0
|
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
4.7
|
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|
(4.7
|
)
|
|
5.6
|
|
|
5.6
|
|
||||||||
Total derivatives
|
|
$
|
6.0
|
|
|
$
|
(5.7
|
)
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
11.3
|
|
|
$
|
(5.7
|
)
|
|
$
|
5.6
|
|
|
$
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Derivative Assets as of December 31, 2013
|
|
Derivative Liabilities as of December 31, 2013
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
2.5
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
(2.5
|
)
|
|
2.1
|
|
|
2.1
|
|
||||||||
Total cash flow hedges
|
|
4.9
|
|
|
(2.5
|
)
|
|
2.4
|
|
|
2.4
|
|
|
4.6
|
|
|
(2.5
|
)
|
|
2.1
|
|
|
2.1
|
|
||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency exchange contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||||
Total derivatives
|
|
$
|
4.9
|
|
|
$
|
(2.5
|
)
|
|
$
|
2.4
|
|
|
$
|
2.4
|
|
|
$
|
4.9
|
|
|
$
|
(2.5
|
)
|
|
$
|
2.4
|
|
|
$
|
2.4
|
|
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)
|
||||||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate swap agreements
|
|
$
|
(1.6
|
)
|
|
$
|
2.8
|
|
|
$
|
(0.3
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.9
|
)
|
|
Other
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
Foreign currency exchange contracts
|
|
(8.6
|
)
|
|
(9.3
|
)
|
|
7.7
|
|
|
Cost of sales
|
|
(7.0
|
)
|
|
(1.3
|
)
|
|
8.8
|
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
(10.2
|
)
|
|
(6.5
|
)
|
|
7.4
|
|
|
|
|
(7.0
|
)
|
|
(1.3
|
)
|
|
5.9
|
|
|
|
|
0.8
|
|
|
—
|
|
|
(1.7
|
)
|
|||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency exchange contracts
|
|
0.4
|
|
|
(0.8
|
)
|
|
—
|
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
|
$
|
(9.8
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
7.4
|
|
|
|
|
$
|
(7.0
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
5.9
|
|
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
(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
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Interest rate swap agreements
|
|
Other
|
|
$
|
(0.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
||||||||||||||||||||||||||
Foreign currency exchange contracts
|
|
Cost of sales
|
|
(6.8
|
)
|
|
(1.9
|
)
|
|
(2.6
|
)
|
|||||||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(7.4
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(2.7
|
)
|
|
2014
|
|
2013
|
|
2012
|
United States Plans
|
|
|
|
|
|
Weighted average discount rates
|
3.65%
|
|
4.40%
|
|
3.55%
|
Expected long-term rate of return on assets
|
7.75%
|
|
7.75%
|
|
7.75%
|
Non-U.S. Plans
|
|
|
|
|
|
Weighted average discount rates
|
1.80% - 3.60%
|
|
3.50% - 4.40%
|
|
3.75% - 4.45%
|
Rate of increase in compensation levels
|
2.00% - 2.50%
|
|
2.50% - 3.60%
|
|
2.50% - 3.45%
|
Expected long-term rate of return on assets
|
3.00% - 7.25%
|
|
3.50% - 7.50%
|
|
3.75% - 7.50%
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
3.4
|
|
|
3.2
|
|
|
3.6
|
|
|||
Expected return on plan assets
|
(5.7
|
)
|
|
(5.5
|
)
|
|
(5.0
|
)
|
|||
Amortization of actuarial loss
|
1.5
|
|
|
2.0
|
|
|
3.7
|
|
|||
Amortization of prior service credit
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Settlements
|
2.6
|
|
|
1.6
|
|
|
—
|
|
|||
Net periodic pension expense
|
$
|
1.5
|
|
|
$
|
1.0
|
|
|
$
|
2.0
|
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
2.2
|
|
|
$
|
2.9
|
|
|
$
|
2.6
|
|
Interest cost
|
6.9
|
|
|
6.6
|
|
|
6.6
|
|
|||
Expected return on plan assets
|
(10.3
|
)
|
|
(8.9
|
)
|
|
(8.9
|
)
|
|||
Amortization of actuarial loss
|
4.0
|
|
|
4.2
|
|
|
3.9
|
|
|||
Amortization of prior service cost (credit)
|
—
|
|
|
0.8
|
|
|
(0.1
|
)
|
|||
Amortization of transition liability
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||
Net periodic pension expense
|
$
|
2.8
|
|
|
$
|
5.7
|
|
|
$
|
4.3
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
8.4
|
|
|
$
|
(13.9
|
)
|
|
$
|
6.2
|
|
Amortization of actuarial loss
|
(1.5
|
)
|
|
(2.0
|
)
|
|
(3.7
|
)
|
|||
Amortization of prior service credit
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Settlements
|
(2.6
|
)
|
|
(1.6
|
)
|
|
—
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
4.6
|
|
|
$
|
(17.2
|
)
|
|
$
|
2.8
|
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
10.7
|
|
|
$
|
(6.5
|
)
|
|
$
|
7.4
|
|
Amortization of actuarial loss
|
(4.0
|
)
|
|
(4.2
|
)
|
|
(3.9
|
)
|
|||
Current year prior service cost
|
—
|
|
|
0.7
|
|
|
—
|
|
|||
Amortization of prior service (cost) credit
|
—
|
|
|
(0.8
|
)
|
|
0.1
|
|
|||
Amortization of transition liability
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Curtailments
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
0.8
|
|
|
$
|
(10.9
|
)
|
|
$
|
3.4
|
|
|
2014
|
|
2013
|
||||||||||||
|
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
|
$
|
80.8
|
|
|
$
|
168.3
|
|
|
$
|
91.4
|
|
|
$
|
157.4
|
|
Service cost
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.9
|
|
||||
Interest cost
|
3.4
|
|
|
6.9
|
|
|
3.2
|
|
|
6.6
|
|
||||
Actuarial (gain) loss
|
8.4
|
|
|
16.7
|
|
|
(7.1
|
)
|
|
3.0
|
|
||||
Benefits paid
|
(4.1
|
)
|
|
(6.5
|
)
|
|
(4.1
|
)
|
|
(7.2
|
)
|
||||
Employee contributions
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Curtailments
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(5.1
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
4.2
|
|
||||
Projected benefit obligation at end of year
|
$
|
83.4
|
|
|
$
|
170.8
|
|
|
$
|
80.8
|
|
|
$
|
168.3
|
|
Accumulated benefit obligation at end of year
|
$
|
83.4
|
|
|
$
|
163.1
|
|
|
$
|
80.8
|
|
|
$
|
162.3
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
79.7
|
|
|
$
|
148.0
|
|
|
$
|
72.4
|
|
|
$
|
128.6
|
|
Actual return on plan assets
|
5.8
|
|
|
16.2
|
|
|
12.2
|
|
|
18.2
|
|
||||
Employer contributions
|
—
|
|
|
8.1
|
|
|
1.8
|
|
|
3.6
|
|
||||
Employee contributions
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.7
|
|
||||
Benefits paid
|
(4.1
|
)
|
|
(6.5
|
)
|
|
(4.1
|
)
|
|
(7.2
|
)
|
||||
Settlements
|
(5.1
|
)
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(10.5
|
)
|
|
—
|
|
|
4.1
|
|
||||
Fair value of plan assets at end of year
|
$
|
76.3
|
|
|
$
|
155.9
|
|
|
$
|
79.7
|
|
|
$
|
148.0
|
|
Funded status at end of year
|
$
|
(7.1
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(20.3
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
Noncurrent liabilities
|
(7.1
|
)
|
|
(14.9
|
)
|
|
(2.1
|
)
|
|
(20.3
|
)
|
||||
|
$
|
(7.1
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(20.3
|
)
|
Components of accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
$
|
42.1
|
|
|
$
|
43.2
|
|
|
$
|
37.6
|
|
|
$
|
45.0
|
|
Prior service credit
|
(1.2
|
)
|
|
(0.1
|
)
|
|
(1.5
|
)
|
|
(0.1
|
)
|
||||
Transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
Deferred taxes
|
(13.9
|
)
|
|
(7.7
|
)
|
|
(12.0
|
)
|
|
(8.0
|
)
|
||||
Change in statutory tax rate
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(3.9
|
)
|
||||
|
$
|
25.8
|
|
|
$
|
32.9
|
|
|
$
|
22.9
|
|
|
$
|
32.5
|
|
|
|
Amount
|
|
Net of tax
|
||||
Actuarial loss
|
|
$
|
3.1
|
|
|
$
|
2.0
|
|
Prior service credit
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Transition obligation
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2015
|
$
|
6.6
|
|
|
$
|
6.2
|
|
2016
|
6.4
|
|
|
5.9
|
|
||
2017
|
6.3
|
|
|
6.5
|
|
||
2018
|
6.0
|
|
|
6.7
|
|
||
2019
|
6.0
|
|
|
7.6
|
|
||
2020 - 2024
|
27.0
|
|
|
39.4
|
|
||
|
$
|
58.3
|
|
|
$
|
72.3
|
|
|
2014
Actual
Allocation
|
|
2013
Actual
Allocation
|
|
Target Allocation
Range
|
U.S. equity securities
|
51.5%
|
|
53.3%
|
|
41.0% - 62.0%
|
Non-U.S. equity securities
|
12.3%
|
|
13.1%
|
|
10.0% - 16.0%
|
Fixed income securities
|
34.8%
|
|
32.9%
|
|
30.0% - 40.0%
|
Money market
|
1.5%
|
|
0.7%
|
|
0.0% - 10.0%
|
|
2014
Actual Allocation |
|
2013
Actual Allocation |
|
Target Allocation
Range
|
U.K. equity securities
|
21.1%
|
|
21.4%
|
|
19.5% - 22.5%
|
Non-U.K. equity securities
|
48.6%
|
|
49.8%
|
|
35.5% - 62.5%
|
Fixed income securities
|
30.3%
|
|
28.8%
|
|
25.5% - 34.5%
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
U.S. equity securities
|
$
|
39.3
|
|
|
$
|
42.5
|
|
|
$
|
24.1
|
|
|
$
|
22.6
|
|
U.K. equity securities
|
—
|
|
|
—
|
|
|
30.0
|
|
|
29.0
|
|
||||
Non-U.S., non-U.K. equity securities
|
9.4
|
|
|
10.4
|
|
|
45.2
|
|
|
44.9
|
|
||||
Fixed income securities
|
26.5
|
|
|
26.3
|
|
|
56.6
|
|
|
51.5
|
|
||||
Money market
|
1.1
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
76.3
|
|
|
$
|
79.7
|
|
|
$
|
155.9
|
|
|
$
|
148.0
|
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
Finished goods and service parts
|
$
|
179.4
|
|
|
$
|
178.4
|
|
Raw materials and work in process
|
211.2
|
|
|
203.3
|
|
||
Total manufactured inventories
|
390.6
|
|
|
381.7
|
|
||
LIFO reserve
|
(48.1
|
)
|
|
(51.1
|
)
|
||
|
$
|
342.5
|
|
|
$
|
330.6
|
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
Land and land improvements
|
$
|
19.6
|
|
|
$
|
20.8
|
|
Plant and equipment
|
565.1
|
|
|
545.1
|
|
||
Property, plant and equipment, at cost
|
584.7
|
|
|
565.9
|
|
||
Allowances for depreciation and amortization
|
(404.9
|
)
|
|
(401.7
|
)
|
||
|
$
|
179.8
|
|
|
$
|
164.2
|
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
Total outstanding borrowings:
|
|
|
|
||||
Revolving credit agreements
|
$
|
—
|
|
|
$
|
39.0
|
|
Capital lease obligations and other
|
31.5
|
|
|
30.5
|
|
||
Total debt outstanding
|
$
|
31.5
|
|
|
$
|
69.5
|
|
Current portion of borrowings outstanding
|
$
|
19.5
|
|
|
$
|
62.8
|
|
Long-term portion of borrowings outstanding
|
$
|
12.0
|
|
|
$
|
6.7
|
|
Total available borrowings, net of limitations, under revolving credit agreements
|
$
|
254.9
|
|
|
$
|
210.6
|
|
Unused revolving credit agreements
|
$
|
254.9
|
|
|
$
|
210.6
|
|
Weighted average stated interest rate on total borrowings
|
5.9
|
%
|
|
2.8
|
%
|
2015
|
$
|
14.1
|
|
2016
|
1.3
|
|
|
2017
|
1.3
|
|
|
2018
|
1.3
|
|
|
2019
|
1.2
|
|
|
|
$
|
19.2
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2015
|
$
|
5.9
|
|
|
$
|
17.3
|
|
2016
|
3.5
|
|
|
13.3
|
|
||
2017
|
2.0
|
|
|
10.3
|
|
||
2018
|
1.2
|
|
|
7.9
|
|
||
2019
|
0.4
|
|
|
4.7
|
|
||
Subsequent to 2020
|
—
|
|
|
5.2
|
|
||
Total minimum lease payments
|
13.0
|
|
|
$
|
58.7
|
|
|
Amounts representing interest
|
0.7
|
|
|
|
|||
Present value of net minimum lease payments
|
12.3
|
|
|
|
|||
Current maturities
|
5.4
|
|
|
|
|||
Long-term capital lease obligation
|
$
|
6.9
|
|
|
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
Plant and equipment
|
$
|
18.8
|
|
|
$
|
14.7
|
|
Less accumulated amortization
|
(7.2
|
)
|
|
(3.7
|
)
|
||
|
$
|
11.6
|
|
|
$
|
11.0
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
45.1
|
|
|
$
|
44.3
|
|
Current year warranty expense
|
37.3
|
|
|
27.6
|
|
||
Change in estimate related to pre-existing warranties
|
(3.6
|
)
|
|
(5.0
|
)
|
||
Payments made
|
(26.2
|
)
|
|
(22.3
|
)
|
||
Foreign currency effect
|
(1.5
|
)
|
|
0.5
|
|
||
Balance at December 31
|
$
|
51.1
|
|
|
$
|
45.1
|
|
|
|
NFS
|
|
Total
|
||||
Total recourse or repurchase obligations
|
|
$
|
154.3
|
|
|
$
|
176.1
|
|
Less: exposure limited for certain dealers
|
|
39.9
|
|
|
39.9
|
|
||
Plus: 7.5% of original loan balance
|
|
7.2
|
|
|
7.2
|
|
||
|
|
121.6
|
|
|
143.4
|
|
||
Incremental obligation related to guarantee to GECC
|
|
144.0
|
|
|
144.0
|
|
||
Total exposure related to guarantees
|
|
$
|
265.6
|
|
|
$
|
287.4
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
361.9
|
|
|
$
|
379.3
|
|
|
$
|
435.3
|
|
Gross profit
|
$
|
108.3
|
|
|
$
|
102.2
|
|
|
$
|
133.2
|
|
Income from continuing operations
|
$
|
21.7
|
|
|
$
|
14.4
|
|
|
$
|
25.5
|
|
Net income
|
$
|
21.7
|
|
|
$
|
14.4
|
|
|
$
|
25.5
|
|
Balance Sheet
|
|
|
|
|
|
||||||
Current assets
|
$
|
106.3
|
|
|
$
|
112.5
|
|
|
|
||
Non-current assets
|
$
|
1,163.6
|
|
|
$
|
1,033.0
|
|
|
|
||
Current liabilities
|
$
|
132.5
|
|
|
$
|
98.5
|
|
|
|
||
Non-current liabilities
|
$
|
1,010.3
|
|
|
$
|
944.7
|
|
|
|
•
|
12% of the construction price or
$2.0 million
which was paid by the Company during the fourth quarter of 2013;
|
•
|
83% of the construction price or
$12.4 million
as progress payments over the course of construction of the facility; and
|
•
|
5% of the construction price or
$0.7 million
upon completion of the facility and permitted occupancy by NMHG Brasil.
|
|
|
|
|
Additions
|
|
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts
— Describe (A)
|
|
Deductions
— Describe
|
|
Balance at
End of
Period (B)
|
||||||||||||
|
(In millions)
|
|||||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
15.4
|
|
|
$
|
2.1
|
|
|
$
|
(0.7
|
)
|
|
$
|
0.5
|
|
|
(D)
|
|
$
|
16.3
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
15.9
|
|
|
$
|
3.9
|
|
|
$
|
0.5
|
|
|
$
|
4.9
|
|
|
(D)
|
|
$
|
15.4
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
12.0
|
|
|
$
|
4.9
|
|
|
$
|
0.2
|
|
|
$
|
1.2
|
|
|
(D)
|
|
$
|
15.9
|
|
(A)
|
Foreign currency translation adjustments and other.
|
(B)
|
Balances which are not required to be presented and those which are immaterial have been omitted.
|
(C)
|
Includes allowance of receivables classified as long-term of
$5.4 million
,
$5.2 million
and
$5.0 million
in
2014
,
2013
and
2012
, respectively.
|
(D)
|
Write-offs, net of recoveries.
|
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
|
|
Amendment No. 1, effective April 1, 2013, to the 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 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, Commission File Number 000-54799.
|
10.4
|
|
Amendment No. 2, effective July 1, 2013, to the 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 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.
|
10.5
|
|
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.
|
10.6
|
|
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.
|
10.7
|
|
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 incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
|
10.8
|
|
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 incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
|
10.9*
|
|
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.
|
10.10*
|
|
Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective September 28, 2012) (incorporated by reference to Appendix C to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).
|
10.11*
|
|
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.
|
10.12*
|
|
Form Award Agreement for the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is attached hereto.
|
10.13*
|
|
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.
|
10.14*
|
|
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.
|
10.15*
|
|
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.
|
10.16*
|
|
Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2013) is incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
|
10.17*
|
|
Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2015) is attached hereto.
|
10.18*
|
|
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.
|
10.19*
|
|
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.
|
10.20*
|
|
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.
|
10.21*
|
|
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.
|
10.22*
|
|
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.
|
10.23*
|
|
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.
|
10.24*
|
|
NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2013) (incorporated by reference to Appendix B to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).
|
10.25*
|
|
NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2014) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 29, 2014, Commission File No. 000-54799.
|
10.26*
|
|
NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (Amended and Restated Effective as of January 1, 2014) (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 29, 2014, Commission File No. 000-54799.
|
10.27*
|
|
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.
|
10.28*
|
|
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.
|
10.29*
|
|
NACCO Materials Handling, Group Inc. Annual Incentive Compensation Plan (Amended and Restated Effective March 1, 2013) (incorporated by reference to Appendix A to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).
|
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
|
|
First Amended and Restated Recourse and Indemnity Agreement, dated November 21, 2013, by and among General Electric Capital Corporation, NMHG Financial Services, Inc, and NACCO Materials Handling Group, Inc. is incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2014, Commission File Number 000-54799.
|
10.39
|
|
Second Amended and Restated Joint Venture and Shareholders Agreement between General Electric Capital Corporation and NACCO Materials Handling Group, Inc., dated November 21, 2013 is incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2014, Commission File Number 000-54799.
|
10.40
|
|
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.
|
10.41
|
|
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.
|
10.42
|
|
Guaranty Agreement, dated November 21, 2013, by Hyster-Yale Materials Handling, Inc. to General Electric Capital Corporation is incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2014, Commission File Number 000-54799.
|
10.43
|
|
Guaranty Agreement, dated November 21, 2013, by NACCO Materials Handling Group, Inc. to General Electric Capital Corporation is incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2014, Commission File Number 000-54799.
|
10.44
|
|
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.
|
10.45
|
|
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.
|
10.46
|
|
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.
|
10.47
|
|
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.
|
10.48
|
|
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.
|
10.49
|
|
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. 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.
|
10.56
|
|
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.
|
10.57
|
|
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.
|
10.58
|
|
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.
|
10.59
|
|
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.
|
10.60
|
|
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.
|
10.61
|
|
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 incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
|
10.62
|
|
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.
|
10.63
|
|
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.
|
10.64
|
|
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.
|
10.65
|
|
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.
|
10.66
|
|
Loan, Security and Guaranty Agreement dated as of December 18, 2013 among Hyster-Yale Materials Handling, Inc. and NACCO Materials Handling Group, Inc., as U.S. Borrowers, NACCO Materials Handling B.V., N.M.H. International B.V. and N.M.H. Holding B.V., as Dutch Borrowers, NACCO Materials Handling Limited, as UK Borrower, any other Borrowers party thereto from time to time and certain Persons party thereto from time to time as Guarantors, certain financial institutions, as Lenders, Bank of America, N.A., as Administrative Agent and Security Trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated and CitiGroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Managers and CitiBank, N.A., as Syndication Agent is incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2014, Commission File Number 000-54799.
|
10.67
|
|
First Amendment to Loan, Security and Guaranty Agreement dated as of March 31, 2014 among Hyster-Yale Materials Handling, Inc. and NACCO Materials Handling Group, Inc., NACCO Materials Handling B.V., N.M.H. International B.V. and N.M.H. Holding B.V., NACCO Materials Handling Limited, the Persons party thereto as Guarantors, the Lenders signatory thereto, and Bank of America, N.A., as Administrative Agent is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, Commission File Number 000-54799.
|
10.68
|
|
Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants, dated May 23, 2013, by and between NACCO Materials Handling Group Brasil Ltda. and Synergy Empreendimentos E Participacoes Ltda.
is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.
|
10.69
|
|
Amendment to the Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants, dated May 23, 2013, by and between NACCO Materials Handling Group Brasil Ltda. and Synergy Empreendimentos E Participacoes Ltda. is incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.
|
10.70
|
|
Letter Agreement, dated August 1, 2013, between Synergy Empreendimentos E Participacoes Ltda. and NACCO Materials Handling Group Brasil Ltda. Amending the Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, Commission File Number 000-54799.
|
10.71
|
|
Construction Agreement, dated October 31, 2013, between NACCO Materials Handling Group Brasil Ltda. and Constructora Toda Do Brasil S/A is incorporated by reference to Exhibit 10.68 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2014, Commission File Number 000-54799.
|
10.72*
|
|
Consulting Agreement, dated August 29, 2014, by and between NMHG and Michael P. Brogan is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated September 5, 2014, Commission File Number 000-54799.
|
23.1
|
|
Consents of experts and counsel.
|
24.1
|
|
A copy of a power of attorney for John C. Butler Jr. is attached hereto.
|
24.2
|
|
A copy of a power of attorney for Carolyn Corvi is attached hereto.
|
24.3
|
|
A copy of a power of attorney for John P. Jumper is attached hereto.
|
24.4
|
|
A copy of a power of attorney for Dennis W. LaBarre is attached hereto.
|
24.5
|
|
A copy of a power of attorney for F. Joseph Loughrey is attached hereto.
|
24.6
|
|
A copy of a power of attorney for Claiborne R. Rankin is attached hereto.
|
24.7
|
|
A copy of a power of attorney for Michael E. Shannon is attached hereto.
|
24.8
|
|
A copy of a power of attorney for John M. Stropki is attached hereto.
|
24.9
|
|
A copy of a power of attorney for Britton T. Taplin is attached hereto.
|
24.10
|
|
A copy of a power of attorney for Eugene Wong is attached hereto.
|
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.
|
31(i)(2)
|
|
Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.
|
(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.
|
Re:
|
[YEAR]
Grant of Award Shares Under Long-Term Equity Incentive Plan
|
1.
|
Award/Surrender of Award Shares for Cashless Exercise. I acknowledge that the Committee has granted the Award to me subject to the terms of the Plan and the related Long-Term Equity Incentive Plan Guidelines for the
[DATE]
through
[DATE]
Performance Period (the “
[DATE]
Guidelines”) and the terms of this Agreement. I hereby acknowledge the grant of
<NUMBER OF SHARES>
fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common”). Coincident with my receipt of the Award, I agreed to immediately and irrevocably surrender
<NUMBER OF SHARES RETURNED>
Award Shares to the Company to be used to partially satisfy my income and employment withholding tax obligations with respect to the Award. As a result, upon receipt by the Company of this signed letter agreement I will receive a stock certificate for
<NUMBER OF SHARES>
shares of Class A Common representing my non-surrendered Award Shares.
|
2.
|
Restrictions on Transfer
. I represent and covenant that, other than a Transfer (as defined below) (a) by will or the laws of descent and distribution, (b) pursuant to a domestic relations order meeting the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended (“QDRO”), (c) to a trust (a “Trust”) for my benefit or the benefit of my spouse, my children or my grandchildren (provided that Award Shares transferred to such a Trust shall continue to remain subject to the transfer restrictions hereinafter set forth) or (d) as otherwise permitted under the Plan with the consent of the Committee (including, without limitation, a cashless surrender in order to satisfy tax withholding obligations), the Award Shares shall be non-transferable and I shall not make (or attempt to make) any sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance of the Award Shares (collectively, a “Transfer”).
|
3.
|
Lapse of Restrictions
. I acknowledge that the transfer restrictions on the non-surrendered Award Shares set forth in paragraph 2 above shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of: (a) December 31,
[YEAR]
; (b) the date of my death or permanent disability; (c) five years after my Retirement (as defined in the Plan); (d) an extraordinary release of transfer restrictions pursuant to Section 8(d) of the Plan; (e) the Transfer of Award Shares pursuant to a QDRO, but only as to the shares so transferred and (f) a lapse of transfer restrictions as determined by the Committee in accordance with the Plan. As notice of such transfer restrictions, I acknowledge that there is affixed to each stock certificate representing Award Shares the following legend:
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4.
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Obligations.
I agree that each Trust and I shall fulfill the obligations imposed with respect to Award Shares by the Plan, this Agreement and the
[DATE]
Guidelines.
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5.
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Rights.
I understand that, subject to the transfer restrictions set forth herein, I shall have all of the rights of a holder of Class A Common with respect to the Award Shares, including the right to vote such shares, to receive any dividends paid thereon and to participate in any of the matters described in clauses (b) and (c) of Section 9 of the Plan. Any securities that I receive in respect to Award Shares in connection with any of such matters shall be deemed to be Award Shares, and shall be subject to the transfer restrictions set forth herein to the same extent and for the same period as if such securities were the original Award Shares with respect to which they were issued (unless such restrictions are modified or eliminated by the Committee).
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6.
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Future Surrender of Certificates.
I understand that: (a) in the case of a Transfer under clause (a) or (b) of paragraph 2 above, on surrender to the Company by my successor or successors in interest to the Award Shares of the appropriate certificate or certificates reflecting the Award Shares, or (b) on surrender to the Company (or its delegate) of the appropriate certificate or certificates reflecting Award Shares with respect to which the transfer restrictions have otherwise lapsed in accordance with paragraph 3 above, the Company shall cause a new certificate or certificates to be issued without any legend referring to such restrictions.
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7.
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Withholding.
In order that the applicable Employer may satisfy its withholding obligations with respect to the compensation income resulting from the grant of any Award Shares, I agree to surrender the number the of Award Shares listed in paragraph 1 above to partially satisfy my income and employment tax withholding obligations on my Award. In the event that the surrender of such Award Shares is insufficient to satisfy my withholding obligations, I authorize and direct the applicable Employer to withhold from any amounts otherwise payable to me such amounts of taxes with respect to the income attributable to such shares and at such time or times as may be required to be withheld, including, without limitation, taxes required to be withheld by reason of the compensation required to be reported for Federal income and employment tax purposes by me, all as determined in good faith in the sole judgment of the applicable Employer. If there are no such amounts otherwise payable to me, or if such amounts are insufficient, I will reimburse or indemnify the applicable Employer or make provision satisfactory to the Board or the Committee (or to any officer authorized for that purpose by the Board or the Committee) to reimburse or indemnify the applicable Employer for such amounts of taxes at such time and from time to time, as the applicable Employer may make demand for such reimbursement or indemnity. If and to the extent that in the sole judgment of the Board or the Committee (or any officer authorized for that purpose by the Board or the Committee) it appears advisable to do so, in order to enforce the Company’s rights under the Plan and this Agreement, the Company shall not issue or cause to be issued to me (or to my successor in interest), any new stock certificate without any legend referring to the transfer restrictions with respect to the Award Shares as to which such restrictions have lapsed, unless and until such amounts of taxes have been withheld from amounts otherwise payable to me (or any of my successors in interest), or I (or such successor in interest) reimburse or indemnify the applicable Employer for such amounts of such taxes or make other provisions for reimbursement or indemnification to the applicable Employer of such taxes, satisfactory in the sole judgment of the Board or the Committee (or such officer) exercised in good faith.
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8.
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No Right to Employment.
I acknowledge that the grant of Award Shares to me does not in any way entitle me to continued employment with the Employers and does not limit or restrict any right that the Employers otherwise may have to terminate my employment.
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ACCEPTED
[DATE]
HYSTER-YALE MATERIALS HANDLING, INC.
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EMPLOYEE NAME
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By:
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Suzanne Schulze Taylor
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Name
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Incorporation
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Hiroshima Yale Co., Ltd.
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Japan (50%)
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Hyster-Yale Materials Handling GmbH
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Germany
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Hyster (H.K.) Limited
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Hong Kong (PRC)
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Hyster Overseas Capital Corporation, LLC
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Delaware
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Hyster Singapore Pte Ltd
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Singapore
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NACCO Materials Handling, B.V.
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Netherlands
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NACCO Materials Handling - Canada ULC
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Canada
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NACCO Materials Handling France S.A.R.L.
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France
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NACCO Materials Handling Group Brasil Ltda.
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Brazil
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NACCO Materials Handling Group, Inc.
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Delaware
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NACCO Materials Handling Group, Ltd.
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United Kingdom
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NACCO Materials Handling Group Pty, Ltd.
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Australia
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NACCO Materials Handling Group (UK) Pension Co. Ltd.
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United Kingdom
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NACCO Materials Handling Limited
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United Kingdom
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NACCO Materials Handling, SpA
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Italy
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NMHG Australia Holding Pty Ltd.
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Australia
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NMHG Distribution B.V.
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Netherlands
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NMHG Distribution Pty. Limited
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Australia
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NMHG Financial Services, Inc.
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Delaware (20%)
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NMHG India Engineering and Support Services Private Ltd.
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India
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NMHG Mauritius
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Mauritius
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NMHG Mexico S.A. de C.V.
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Mexico
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NMHG Oregon, LLC
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Oregon
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N.M.H. Holding B.V.
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Netherlands
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N.M.H. International B.V.
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Netherlands
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Nuvera Fuel Cells Europe Srl
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Italy
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Nuvera Fuel Cells, Inc.
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Delaware
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Onoda Industry Co. Ltd.
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Japan (20%)
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Proton Acquisition, LLC
|
Delaware
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Shanghai Hyster Forklift, Ltd.
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China (75%)
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Shanghai Hyster International Trading Co. Ltd.
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China
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Shiga Yale Co., Ltd.
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Japan (50%)
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SNP Estate Corporation
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Philippines (50%)
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Suminac Philippines, Inc.
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Philippines (50%)
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Sumitomo NACCO Materials Handling Co., Ltd.
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Japan (50%)
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Sumitomo NACCO Materials Handling Sales Co., Ltd.
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Japan (50%)
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Sumitomo NACCO Materials Handling (Vietnam) Co., Ltd.
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Vietnam (50%)
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Tohoku Shinko Co., Ltd.
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Japan (37%)
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Tokai Shinko Co., Ltd.
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Japan (15%)
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Weil Corporation
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Philippines (50%)
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Yale Materials Handling UK Ltd.
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United Kingdom
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(1)
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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;
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(2)
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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;
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(3)
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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;
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/s/ Ernst & Young LLP
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Cleveland, Ohio
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February 19, 2015
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/s/ J.C. Butler, Jr.
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February 11, 2015
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John C. Butler, Jr.
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Date
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/s/ Carolyn Corvi
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February 11, 2015
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Carolyn Corvi
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Date
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/s/ John P. Jumper
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February 11, 2015
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John P. Jumper
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Date
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/s/ Dennis W. LaBarre
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February 11, 2015
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Dennis W. LaBarre
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Date
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/s/ F. Joseph Loughrey
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February 11, 2015
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F. Joseph Loughrey
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Date
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/s/ Claiborne R. Rankin
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February 11, 2015
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Claiborne R. Rankin
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Date
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/s/ Michael E. Shannon
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February 11, 2015
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Michael E. Shannon
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Date
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/s/ John M. Stropki
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February 11, 2015
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John M. Stropki
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Date
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/s/ Britton T. Taplin
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February 11, 2015
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Britton T. Taplin
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Date
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/s/ Eugene Wong
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February 11, 2015
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Eugene Wong
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Date
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1.
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I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
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2.
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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;
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3.
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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;
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4.
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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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
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a)
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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;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 19, 2015
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/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr.
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Chairman, President and Chief Executive Officer (principal executive officer)
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1.
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I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
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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;
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3.
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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;
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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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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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, 2015
|
|
/s/ Kenneth C. Schilling
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|
|
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|
Kenneth C. Schilling
|
|
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
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(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(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.
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Date:
|
February 19, 2015
|
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/s/ Alfred M. Rankin, Jr.
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|
|
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Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
Date:
|
February 19, 2015
|
|
/s/ Kenneth C. Schilling
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Kenneth C. Schilling
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
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|