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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, 2015
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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 $0.01 Per Share
|
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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December 31, 2015
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December 31, 2014
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September 30, 2015
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||||||
Units (in thousands)
|
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26.9
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28.1
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27.1
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|||
Backlog, approximate sales value (in millions)
|
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$
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660
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$
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710
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$
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670
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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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currency risks, including those risks set forth 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 and result in material exchange losses and 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
|
|
Leased
|
|
Marketing, sales and administrative center for Brazil
|
|
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Billerica, Massachusetts
|
|
Leased
|
|
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 global 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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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 EMEA
|
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Frimley, Surrey, United Kingdom
|
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Leased
|
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Divisional headquarters and marketing and sales operations for Hyster
®
and Yale
®
in EMEA
|
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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
|
JAPIC
|
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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 JAPIC; JAPIC parts distribution center
|
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Pune, India
|
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Leased
|
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Engineering design services
|
(1)
|
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
|
|
Alfred M. Rankin, Jr.
|
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74
|
|
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Chairman, President and Chief Executive Officer of Hyster-Yale (from September 2012), Chairman of HYG (from prior to 2011).
|
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Colin Wilson
|
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61
|
|
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President and Chief Executive Officer, HYG of Hyster-Yale (from September 2014), President and Chief Executive Officer of HYG (from September 2014).
|
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President and Chief Operating Officer of HYG (from November 2013 to September 2014), President, Americas of HYG (from prior to 2011 to September 2014), Vice President and Chief Operating Officer of HYG (from prior to 2011 to November 2013).
|
Charles A. Bittenbender
|
|
66
|
|
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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 HYG (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 HYG (from prior to 2011 to September 2014), Vice President, General Counsel and Secretary of NACCO (from prior to 2011 to September 2012).
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Gregory J. Breier
|
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50
|
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Vice President, Tax of Hyster-Yale (from May 2014), Vice President, Tax of HYG (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 2011 to September 2012).
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Brian K. Frentzko
|
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55
|
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Vice President, Treasurer of Hyster-Yale (from September 2012), Vice President, Treasurer of HYG (from September 2012).
|
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Assistant Treasurer of HYG (from prior to 2011 to September 2012).
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Amy E. Gerbick
|
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44
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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 HYG (from May 2014).
|
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Associate, Jones Day (a law firm) (from prior to 2011 to May 2014).
|
Jennifer M. Langer
|
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42
|
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Vice President, Controller of Hyster-Yale (from February 2013), Vice President, Controller of HYG (from February 2013).
|
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Controller of Hyster-Yale (from September 2012 to February 2013), Controller of HYG (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 2011 to March 2011).
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Lauren E. Miller
|
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61
|
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Senior Vice President, Chief Marketing Officer of Hyster-Yale (from January 2015), Senior Vice President, Chief Marketing Officer of HYG (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 HYG (from prior to 2010 to January 2015), Vice President, Consulting Services of NACCO (from prior to 2011 to September 2012).
|
Charles F. Pascarelli
|
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56
|
|
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Senior Vice President, President, Americas of HYG (from January 2015)
|
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President, Sales and Marketing, Americas of HYG (from March 2013 to January 2015), President, Sales and Marketing, The Raymond Corporation (an electrical materials handling company) (from prior to 2011 to March 2013).
|
Rajiv K. Prasad
|
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52
|
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Senior Vice President, Global Product Development, Manufacturing and Supply Chain Strategy of HYG (from September 2014).
|
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Vice President, Global Product Development and Manufacturing of HYG (from January 2012 to September 2014), Vice President, Global Product Development of HY (from prior to 2011 to January 2012).
|
Victoria L. Rickey
|
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63
|
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Senior Vice President, Business Development of HYG (from February 2016).
|
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Senior Vice President, Asia-Pacific and Brazil of HYG (from September 2014 to February 2016), Vice President, Asia-Pacific of HYG (from prior to 2011 to September 2014).
|
Anthony J. Salgado
|
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45
|
|
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Senior Vice President, JAPIC of HYG (from January 2016).
|
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Vice President, Corporate Officer, UniCarriers Corporation (an industrial company) (from April 2014 to January 2016), President, UniCarriers Americas Corporation (an industrial company) (from October 2013 to January 2016), Vice President, Manufacturing Operations, UniCarriers Americas Corporation (from prior to 2011 to October 2013).
|
Harry Sands
|
|
64
|
|
|
Senior Vice President, Managing Director, Europe, Middle East and Africa of HYG (from June 2015).
|
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Vice President, Manufacturing EMEA of HYG (from prior to 2011 to June 2015).
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
Kenneth C. Schilling
|
|
56
|
|
|
Senior Vice President and Chief Financial Officer of Hyster-Yale (from September 2014), Senior Vice President and Chief Financial Officer of HYG (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 HYG (from prior to 2010 to September 2014), Vice President and Controller of NACCO (from prior to 2011 to September 2012).
|
Gopichand Somayajula
|
|
59
|
|
|
Vice President, Global Product Development of HYG (from May 2013)
|
|
Vice President, Counterbalanced Engineering of HYG (from prior to 2011 to May 2013).
|
Suzanne S. Taylor
|
|
53
|
|
|
Vice President, Deputy General Counsel and Assistant Secretary of Hyster-Yale (from February 2013), Vice President, Deputy General Counsel and Assistant Secretary of HYG (from February 2013).
|
|
Deputy General Counsel and Assistant Secretary of Hyster-Yale (from September 2012 to February 2013), Deputy General Counsel and Assistant Secretary of HYG (from September 2012 to February 2013), Associate General Counsel and Assistant Secretary of Hyster-Yale (from May 2012 to September 2012), Assistant Secretary of HYG (from August 2011 to September 2012), Associate General Counsel and Assistant Secretary of NACCO (from prior to 2011 to September 2012).
|
Raymond C. Ulmer
|
|
52
|
|
|
Vice President Finance, Americas of HYG (from prior to 2011).
|
|
|
Issuer Purchases of Equity Securities
|
|||||
Period
|
(a)
Total Number of Shares Purchased
|
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of the Publicly Announced Program
|
(d)
Maximum Number of Shares (or Approximate Dollar Value) that May Yet Be Purchased Under the Program
|
Month #1
(October 1 to 31, 2015)
|
—
|
|
$—
|
—
|
$0
|
Month #2
(November 1 to 30, 2015)
|
—
|
|
$—
|
—
|
$0
|
Month #3
(December 1 to 31, 2015)
|
—
|
|
$—
|
—
|
$0
|
Total
|
—
|
|
$—
|
—
|
$0
|
|
Year Ended December 31
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
(1)
|
|
2011
(1)
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Operating Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,578.1
|
|
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
|
$
|
2,469.1
|
|
|
$
|
2,540.8
|
|
Operating profit
|
$
|
103.5
|
|
|
$
|
148.8
|
|
|
$
|
134.3
|
|
|
$
|
111.7
|
|
|
$
|
110.0
|
|
Net income
|
$
|
75.1
|
|
|
$
|
110.2
|
|
|
$
|
110.2
|
|
|
$
|
98.1
|
|
|
$
|
82.6
|
|
Net income attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||||
Net income attributable to stockholders
|
$
|
74.7
|
|
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
$
|
98.0
|
|
|
$
|
82.6
|
|
Basic earnings per share attributable to stockholders:
|
$
|
4.58
|
|
|
$
|
6.61
|
|
|
$
|
6.58
|
|
|
$
|
5.84
|
|
|
$
|
4.93
|
|
Diluted earnings per share attributable to stockholders:
|
$
|
4.57
|
|
|
$
|
6.58
|
|
|
$
|
6.54
|
|
|
$
|
5.83
|
|
|
$
|
4.91
|
|
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
1,095.9
|
|
|
$
|
1,120.8
|
|
|
$
|
1,161.3
|
|
|
$
|
1,064.4
|
|
|
$
|
1,117.0
|
|
Long-term debt
|
$
|
19.6
|
|
|
$
|
12.0
|
|
|
$
|
6.7
|
|
|
$
|
106.9
|
|
|
$
|
54.6
|
|
Stockholders' equity
|
$
|
460.8
|
|
|
$
|
454.5
|
|
|
$
|
449.8
|
|
|
$
|
341.3
|
|
|
$
|
296.3
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provided by operating activities
|
$
|
89.4
|
|
|
$
|
100.0
|
|
|
$
|
152.9
|
|
|
$
|
128.7
|
|
|
$
|
54.6
|
|
Used for investing activities
|
$
|
(31.3
|
)
|
|
$
|
(44.4
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(15.9
|
)
|
Used for financing activities
|
$
|
(7.1
|
)
|
|
$
|
(110.5
|
)
|
|
$
|
(104.4
|
)
|
|
$
|
(144.4
|
)
|
|
$
|
(19.5
|
)
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash dividends paid to NACCO
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
10.0
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends
(2)(3)
|
$
|
1.130
|
|
|
$
|
1.075
|
|
|
$
|
1.000
|
|
|
$
|
2.250
|
|
|
|
||
Market value at December 31
(2)
|
$
|
52.45
|
|
|
$
|
73.20
|
|
|
$
|
93.16
|
|
|
$
|
48.80
|
|
|
|
||
Stockholders' equity at December 31
(2)
|
$
|
28.23
|
|
|
$
|
27.98
|
|
|
$
|
26.91
|
|
|
$
|
20.40
|
|
|
|
|
|
Actual shares outstanding at December 31
(2)
|
16.324
|
|
|
16.241
|
|
|
16.714
|
|
|
16.732
|
|
|
|
||||||
Basic weighted average shares outstanding
|
16.307
|
|
|
16.607
|
|
|
16.725
|
|
|
16.768
|
|
|
16.767
|
|
|||||
Diluted weighted average shares outstanding
|
16.355
|
|
|
16.675
|
|
|
16.808
|
|
|
16.800
|
|
|
16.815
|
|
|||||
Total employees at December 31
(4)
|
5,400
|
|
|
5,400
|
|
|
5,100
|
|
|
4,900
|
|
|
4,800
|
|
(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.
|
(4)
|
Excludes temporary employees.
|
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
|
Assumption
|
|
Change
|
|
Increase (decrease)
2016 net pension expense
|
|
Increase (decrease)
2015 projected benefit obligation
|
Discount rate
|
|
1% increase
|
|
$(0.4)
|
|
$(27.2)
|
|
|
1% decrease
|
|
0.3
|
|
31.7
|
Return on plan assets
|
|
1% increase
|
|
(2.0)
|
|
N/A
|
|
|
1% decrease
|
|
2.0
|
|
N/A
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
Favorable / (Unfavorable) % Change
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||
Unit Shipments (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
56.8
|
|
|
57.6
|
|
|
56.4
|
|
|
(1.4
|
)%
|
|
2.1
|
%
|
|||
EMEA
|
23.8
|
|
|
22.9
|
|
|
23.0
|
|
|
3.9
|
%
|
|
(0.4
|
)%
|
|||
JAPIC
|
6.3
|
|
|
7.1
|
|
|
6.1
|
|
|
(11.3
|
)%
|
|
16.4
|
%
|
|||
|
86.9
|
|
|
87.6
|
|
|
85.5
|
|
|
(0.8
|
)%
|
|
2.5
|
%
|
|||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
1,775.5
|
|
|
$
|
1,866.9
|
|
|
$
|
1,762.3
|
|
|
(4.9
|
)%
|
|
5.9
|
%
|
EMEA
|
606.4
|
|
|
686.3
|
|
|
695.4
|
|
|
(11.6
|
)%
|
|
(1.3
|
)%
|
|||
JAPIC
|
193.7
|
|
|
214.0
|
|
|
208.6
|
|
|
(9.5
|
)%
|
|
2.6
|
%
|
|||
Nuvera
|
2.5
|
|
|
—
|
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
2,578.1
|
|
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
|
(6.8
|
)%
|
|
3.8
|
%
|
Gross profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
308.1
|
|
|
$
|
301.3
|
|
|
$
|
318.1
|
|
|
2.3
|
%
|
|
(5.3
|
)%
|
EMEA
|
101.3
|
|
|
122.3
|
|
|
115.4
|
|
|
(17.2
|
)%
|
|
6.0
|
%
|
|||
JAPIC
|
23.2
|
|
|
24.1
|
|
|
27.5
|
|
|
(3.7
|
)%
|
|
(12.4
|
)%
|
|||
Nuvera
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
430.8
|
|
|
$
|
447.7
|
|
|
$
|
461.0
|
|
|
(3.8
|
)%
|
|
(2.9
|
)%
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
191.2
|
|
|
$
|
194.1
|
|
|
$
|
210.4
|
|
|
1.5
|
%
|
|
7.7
|
%
|
EMEA
|
88.3
|
|
|
96.2
|
|
|
91.6
|
|
|
8.2
|
%
|
|
(5.0
|
)%
|
|||
JAPIC
|
25.0
|
|
|
24.2
|
|
|
24.8
|
|
|
(3.3
|
)%
|
|
2.4
|
%
|
|||
Nuvera
|
22.8
|
|
|
2.2
|
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
327.3
|
|
|
$
|
316.7
|
|
|
$
|
326.8
|
|
|
(3.3
|
)%
|
|
3.1
|
%
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
116.9
|
|
|
$
|
124.9
|
|
|
$
|
107.8
|
|
|
(6.4
|
)%
|
|
15.9
|
%
|
EMEA
|
13.0
|
|
|
26.2
|
|
|
23.8
|
|
|
(50.4
|
)%
|
|
10.1
|
%
|
|||
JAPIC
|
(1.8
|
)
|
|
(0.1
|
)
|
|
2.7
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
Nuvera
|
(24.6
|
)
|
|
(2.2
|
)
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
103.5
|
|
|
$
|
148.8
|
|
|
$
|
134.3
|
|
|
(30.4
|
)%
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
4.7
|
|
|
$
|
3.9
|
|
|
$
|
9.0
|
|
|
(20.5
|
)%
|
|
56.7
|
%
|
Other income
|
$
|
(5.7
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(2.1
|
)
|
|
9.6
|
%
|
|
147.6
|
%
|
Income before income taxes
|
$
|
104.5
|
|
|
$
|
150.1
|
|
|
$
|
127.4
|
|
|
(30.4
|
)%
|
|
17.8
|
%
|
Net income attributable to stockholders
|
$
|
74.7
|
|
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
(32.0
|
)%
|
|
(0.2
|
)%
|
Effective income tax rate
|
28.1
|
%
|
|
26.6
|
%
|
|
13.5
|
%
|
|
|
|
|
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
||
2014
|
$
|
2,767.2
|
|
Increase (decrease) in 2015 from:
|
|
||
Foreign currency
|
(159.9
|
)
|
|
Unit volume and product mix
|
(53.2
|
)
|
|
Other
|
11.9
|
|
|
Parts
|
6.7
|
|
|
Unit price
|
5.4
|
|
|
2015
|
$
|
2,578.1
|
|
|
Operating Profit
|
||
2014
|
$
|
148.8
|
|
Gain on sale of assets
|
(17.7
|
)
|
|
Nuvera acquisition
|
3.1
|
|
|
|
134.2
|
|
|
Increase (decrease) in 2015 from:
|
|
||
Nuvera operations
|
(24.6
|
)
|
|
Lift truck gross profit
|
(15.1
|
)
|
|
Lift truck selling, general and administrative expenses
|
9.0
|
|
|
2015
|
$
|
103.5
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
September 30, 2015
|
|||
Unit backlog, beginning of period
|
|
28.1
|
|
|
28.2
|
|
|
28.1
|
|
Unit shipments
|
|
(86.9
|
)
|
|
(87.6
|
)
|
|
(64.7
|
)
|
Unit bookings
|
|
85.7
|
|
|
87.5
|
|
|
63.7
|
|
Unit backlog, end of period
|
|
26.9
|
|
|
28.1
|
|
|
27.1
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
September 30, 2015
|
||||||
Bookings, approximate sales value
|
|
$
|
1,950
|
|
|
$
|
2,190
|
|
|
$
|
1,440
|
|
Backlog, approximate sales value
|
|
$
|
660
|
|
|
$
|
710
|
|
|
$
|
670
|
|
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
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income before income taxes
|
|
$
|
104.5
|
|
|
$
|
150.1
|
|
|
$
|
127.4
|
|
Gain on sale of Brazil plant
|
|
—
|
|
|
17.7
|
|
|
—
|
|
|||
|
|
$
|
104.5
|
|
|
$
|
132.4
|
|
|
$
|
127.4
|
|
Statutory taxes at 35%
|
|
$
|
36.6
|
|
|
$
|
46.3
|
|
|
$
|
44.6
|
|
Permanent adjustments:
|
|
|
|
|
|
|
||||||
Non-U.S. rate differences
|
|
(13.3
|
)
|
|
(9.5
|
)
|
|
(11.8
|
)
|
|||
Valuation allowance
|
|
9.3
|
|
|
(0.4
|
)
|
|
1.6
|
|
|||
State income taxes
|
|
3.4
|
|
|
3.2
|
|
|
1.8
|
|
|||
Other
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.9
|
)
|
|||
|
|
$
|
(1.5
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
(10.3
|
)
|
Discrete items:
|
|
|
|
|
|
|
||||||
Valuation allowance
|
|
(3.4
|
)
|
|
(1.1
|
)
|
|
(13.7
|
)
|
|||
Provision to return adjustments
|
|
(0.2
|
)
|
|
(2.1
|
)
|
|
(0.4
|
)
|
|||
Repatriation
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
1.6
|
|
|
(1.4
|
)
|
|
(3.0
|
)
|
|||
|
|
$
|
(5.7
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(17.1
|
)
|
Income tax expense on gain on sale of Brazil plant
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|||
Income tax provision
|
|
$
|
29.4
|
|
|
$
|
39.9
|
|
|
$
|
17.2
|
|
Effective income tax rate
|
|
28.1
|
%
|
|
26.6
|
%
|
|
13.5
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2015
|
|
2014
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
75.1
|
|
|
$
|
110.2
|
|
|
$
|
(35.1
|
)
|
Depreciation and amortization
|
28.9
|
|
|
29.7
|
|
|
(0.8
|
)
|
|||
Gain on sale of assets
|
—
|
|
|
(17.8
|
)
|
|
17.8
|
|
|||
Stock-based compensation
|
2.9
|
|
|
6.0
|
|
|
(3.1
|
)
|
|||
Dividends from unconsolidated affiliates
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||
Other
|
4.6
|
|
|
4.0
|
|
|
0.6
|
|
|||
Working capital changes, excluding the effect of business acquisitions
|
(24.6
|
)
|
|
(32.1
|
)
|
|
7.5
|
|
|||
Net cash provided by operating activities
|
89.4
|
|
|
100.0
|
|
|
(10.6
|
)
|
|||
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(46.6
|
)
|
|
(48.5
|
)
|
|
1.9
|
|
|||
Proceeds from the sale of property, plant and equipment
|
14.4
|
|
|
8.7
|
|
|
5.7
|
|
|||
Business acquisition
|
0.9
|
|
|
(3.9
|
)
|
|
4.8
|
|
|||
Other
|
—
|
|
|
(0.7
|
)
|
|
0.7
|
|
|||
Net cash used for investing activities
|
(31.3
|
)
|
|
(44.4
|
)
|
|
13.1
|
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
58.1
|
|
|
$
|
55.6
|
|
|
$
|
2.5
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2015
|
|
2014
|
|
Change
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Net addition (reduction) of long-term debt and revolving credit agreements
|
$
|
11.4
|
|
|
$
|
(44.3
|
)
|
|
$
|
55.7
|
|
Cash dividends paid
|
(18.4
|
)
|
|
(17.8
|
)
|
|
(0.6
|
)
|
|||
Purchase of treasury stock
|
(0.1
|
)
|
|
(48.2
|
)
|
|
48.1
|
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|||
Net cash used for financing activities
|
$
|
(7.1
|
)
|
|
$
|
(110.5
|
)
|
|
$
|
103.4
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
Other debt
|
$
|
32.1
|
|
|
$
|
27.5
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Variable interest payments on other debt
|
1.2
|
|
|
0.5
|
|
|
0.4
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||||
Capital lease obligations including principal and interest
|
21.6
|
|
|
6.4
|
|
|
5.1
|
|
|
4.1
|
|
|
2.9
|
|
|
2.0
|
|
|
1.1
|
|
|||||||
Operating leases
|
50.9
|
|
|
16.4
|
|
|
12.5
|
|
|
9.5
|
|
|
5.9
|
|
|
3.5
|
|
|
3.1
|
|
|||||||
Purchase and other obligations
|
431.4
|
|
|
417.7
|
|
|
2.7
|
|
|
1.1
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
537.2
|
|
|
$
|
468.5
|
|
|
$
|
22.3
|
|
|
$
|
16.5
|
|
|
$
|
20.2
|
|
|
$
|
5.5
|
|
|
$
|
4.2
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
155.1
|
|
|
$
|
111.4
|
|
|
$
|
43.7
|
|
Other net tangible assets
|
357.1
|
|
|
372.0
|
|
|
(14.9
|
)
|
|||
Intangible assets
|
3.6
|
|
|
4.1
|
|
|
(0.5
|
)
|
|||
Net assets
|
515.8
|
|
|
487.5
|
|
|
28.3
|
|
|||
Total debt
|
(53.1
|
)
|
|
(31.5
|
)
|
|
(21.6
|
)
|
|||
Total equity
|
$
|
462.7
|
|
|
$
|
456.0
|
|
|
$
|
6.7
|
|
Debt to total capitalization
|
10
|
%
|
|
6
|
%
|
|
4
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
NFS
|
|
Total
|
||||
Total recourse or repurchase obligations
|
|
$
|
151.8
|
|
|
$
|
168.6
|
|
Less: exposure limited for certain dealers
|
|
34.8
|
|
|
34.8
|
|
||
Plus: 7.5% of original loan balance
|
|
7.8
|
|
|
7.8
|
|
||
|
|
124.8
|
|
|
141.6
|
|
||
Incremental obligation related to guarantee to GECC
|
|
126.0
|
|
|
126.0
|
|
||
Total exposure related to guarantees
|
|
$
|
250.8
|
|
|
$
|
267.6
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
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
|
|
668,260
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
668,260
|
|
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 17, 2016
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
/s/ Kenneth C. Schilling
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
February 17, 2016
|
Kenneth C. Schilling
|
|
|
|
|
|
|
|
* J.C. Butler, Jr.
|
|
Director
|
February 17, 2016
|
J.C. Butler, Jr.
|
|
|
|
|
|
|
|
* Carolyn Corvi
|
|
Director
|
February 17, 2016
|
Carolyn Corvi
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
February 17, 2016
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
February 17, 2016
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
* F. Joseph Loughrey
|
|
Director
|
February 17, 2016
|
F. Joseph Loughrey
|
|
|
|
|
|
|
|
* Claiborne R. Rankin
|
|
Director
|
February 17, 2016
|
Claiborne R. Rankin
|
|
|
|
|
|
|
|
* John M. Stropki
|
|
Director
|
February 17, 2016
|
John M. Stropki
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
February 17, 2016
|
Britton T. Taplin
|
|
|
|
|
|
|
|
* Eugene Wong
|
|
Director
|
February 17, 2016
|
Eugene Wong
|
|
|
|
/s/ Kenneth C. Schilling
|
|
February 17, 2016
|
Kenneth C. Schilling, Attorney-in-Fact
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 17, 2016
|
|
|
|
|
|||
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 17, 2016
|
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues
|
$
|
2,578.1
|
|
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
Cost of sales
|
2,147.3
|
|
|
2,319.5
|
|
|
2,205.3
|
|
|||
Gross Profit
|
430.8
|
|
|
447.7
|
|
|
461.0
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
327.3
|
|
|
316.7
|
|
|
326.8
|
|
|||
(Gain) loss on the sale of assets
|
—
|
|
|
(17.8
|
)
|
|
(0.1
|
)
|
|||
|
327.3
|
|
|
298.9
|
|
|
326.7
|
|
|||
Operating Profit
|
103.5
|
|
|
148.8
|
|
|
134.3
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
4.7
|
|
|
3.9
|
|
|
9.0
|
|
|||
Income from unconsolidated affiliates
|
(6.1
|
)
|
|
(5.6
|
)
|
|
(3.9
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
2.8
|
|
|||
Other, net
|
0.4
|
|
|
0.4
|
|
|
(1.0
|
)
|
|||
|
(1.0
|
)
|
|
(1.3
|
)
|
|
6.9
|
|
|||
Income Before Income Taxes
|
104.5
|
|
|
150.1
|
|
|
127.4
|
|
|||
Income tax provision
|
29.4
|
|
|
39.9
|
|
|
17.2
|
|
|||
Net Income
|
75.1
|
|
|
110.2
|
|
|
110.2
|
|
|||
Net income attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|||
Net Income Attributable to Stockholders
|
$
|
74.7
|
|
|
$
|
109.8
|
|
|
$
|
110.0
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share Attributable to Stockholders
|
$
|
4.58
|
|
|
$
|
6.61
|
|
|
$
|
6.58
|
|
Diluted Earnings per Share Attributable to Stockholders
|
$
|
4.57
|
|
|
$
|
6.58
|
|
|
$
|
6.54
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Net Income
|
$
|
75.1
|
|
|
$
|
110.2
|
|
|
$
|
110.2
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(49.7
|
)
|
|
(41.7
|
)
|
|
(11.9
|
)
|
|||
Current period cash flow hedging activity, net of $6.4 tax benefit in 2015, net of $6.4 tax benefit in 2014 and net of $0.3 tax benefit in 2013
|
(4.7
|
)
|
|
(3.8
|
)
|
|
(6.2
|
)
|
|||
Reclassification of hedging activities into earnings, net of $6.0 tax expense in 2015, net of $2.5 tax expense in 2014 and net of $1.5 tax benefit in 2013
|
2.7
|
|
|
3.7
|
|
|
2.8
|
|
|||
Current period pension adjustment, net of $1.5 tax benefit in 2015, net of $3.6 tax benefit in 2014 and net of $7.1 tax expense in 2013
|
(3.4
|
)
|
|
(7.0
|
)
|
|
14.2
|
|
|||
Reclassification of pension into earnings, net of $0.9 tax expense in 2015, net of $1.5 tax expense in 2014 and net of $1.7 tax expense in 2013
|
2.3
|
|
|
3.7
|
|
|
5.1
|
|
|||
Comprehensive Income
|
$
|
22.3
|
|
|
$
|
65.1
|
|
|
$
|
114.2
|
|
Other comprehensive income attributable to noncontrolling interest
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interest
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|||
Comprehensive Income Attributable to Stockholders
|
$
|
21.9
|
|
|
$
|
64.7
|
|
|
$
|
114.0
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
155.1
|
|
|
$
|
111.4
|
|
Accounts receivable, net of allowances of $8.3 in 2015 and $10.9 in 2014
|
324.1
|
|
|
357.7
|
|
||
Inventories, net
|
304.6
|
|
|
342.5
|
|
||
Prepaid expenses and other
|
35.1
|
|
|
34.6
|
|
||
Total Current Assets
|
818.9
|
|
|
846.2
|
|
||
Property, Plant and Equipment, Net
|
184.5
|
|
|
179.8
|
|
||
Intangible Assets
|
3.6
|
|
|
4.1
|
|
||
Deferred Income Taxes
|
32.7
|
|
|
32.2
|
|
||
Investment in Unconsolidated Affiliates
|
42.9
|
|
|
39.6
|
|
||
Other Non-current Assets
|
13.3
|
|
|
18.9
|
|
||
Total Assets
|
$
|
1,095.9
|
|
|
$
|
1,120.8
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
279.6
|
|
|
$
|
331.6
|
|
Accounts payable, affiliates
|
15.8
|
|
|
18.4
|
|
||
Current maturities of long-term debt
|
33.5
|
|
|
19.5
|
|
||
Accrued payroll
|
47.7
|
|
|
57.2
|
|
||
Accrued warranty obligations
|
29.1
|
|
|
32.3
|
|
||
Other current liabilities
|
99.5
|
|
|
93.8
|
|
||
Total Current Liabilities
|
505.2
|
|
|
552.8
|
|
||
Long-term Debt
|
19.6
|
|
|
12.0
|
|
||
Self-insurance Liabilities
|
17.5
|
|
|
18.6
|
|
||
Pension Obligations
|
22.3
|
|
|
24.6
|
|
||
Other Long-term Liabilities
|
68.6
|
|
|
56.8
|
|
||
Total Liabilities
|
633.2
|
|
|
664.8
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, par value $0.01 per share, 12,377,994 shares outstanding (2014 - 12,277,148 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 3,945,822 shares outstanding (2014 - 3,964,082 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Capital in excess of par value
|
320.3
|
|
|
324.1
|
|
||
Treasury stock
|
(42.5
|
)
|
|
(49.1
|
)
|
||
Retained earnings
|
336.7
|
|
|
280.4
|
|
||
Accumulated other comprehensive loss
|
(153.9
|
)
|
|
(101.1
|
)
|
||
Total Stockholders’ Equity
|
460.8
|
|
|
454.5
|
|
||
Noncontrolling Interest
|
1.9
|
|
|
1.5
|
|
||
Total Equity
|
462.7
|
|
|
456.0
|
|
||
Total Liabilities and Equity
|
$
|
1,095.9
|
|
|
$
|
1,120.8
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
75.1
|
|
|
$
|
110.2
|
|
|
$
|
110.2
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28.9
|
|
|
29.7
|
|
|
30.2
|
|
|||
Amortization of deferred financing fees
|
1.2
|
|
|
1.2
|
|
|
1.9
|
|
|||
Deferred income taxes
|
(1.4
|
)
|
|
1.8
|
|
|
(9.6
|
)
|
|||
(Gain) loss on sale of assets
|
—
|
|
|
(17.8
|
)
|
|
(0.1
|
)
|
|||
Stock-based compensation
|
2.9
|
|
|
6.0
|
|
|
14.2
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
2.8
|
|
|||
Dividends from unconsolidated affiliates
|
2.5
|
|
|
—
|
|
|
6.8
|
|
|||
Other non-current liabilities
|
3.8
|
|
|
0.7
|
|
|
8.5
|
|
|||
Other
|
1.0
|
|
|
0.3
|
|
|
6.0
|
|
|||
Working capital changes, excluding the effect of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
6.2
|
|
|
(8.5
|
)
|
|
(42.0
|
)
|
|||
Inventories
|
6.2
|
|
|
(28.8
|
)
|
|
(27.1
|
)
|
|||
Other current assets
|
(0.6
|
)
|
|
1.0
|
|
|
(2.1
|
)
|
|||
Accounts payable
|
(39.3
|
)
|
|
4.7
|
|
|
56.2
|
|
|||
Other liabilities
|
2.9
|
|
|
(0.5
|
)
|
|
(3.0
|
)
|
|||
Net cash provided by operating activities
|
89.4
|
|
|
100.0
|
|
|
152.9
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(46.6
|
)
|
|
(48.5
|
)
|
|
(36.5
|
)
|
|||
Proceeds from the sale of assets
|
14.4
|
|
|
8.7
|
|
|
0.5
|
|
|||
Business acquisition, purchase price adjustment
|
0.9
|
|
|
—
|
|
|
—
|
|
|||
Business acquisition, net of cash acquired
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
(0.7
|
)
|
|
9.9
|
|
|||
Net cash used for investing activities
|
(31.3
|
)
|
|
(44.4
|
)
|
|
(26.1
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Additions to long-term debt
|
46.4
|
|
|
31.1
|
|
|
33.9
|
|
|||
Reductions of long-term debt
|
(35.0
|
)
|
|
(37.1
|
)
|
|
(154.2
|
)
|
|||
Net additions (reductions) to revolving credit agreements
|
—
|
|
|
(38.3
|
)
|
|
38.5
|
|
|||
Cash dividends paid
|
(18.4
|
)
|
|
(17.8
|
)
|
|
(16.7
|
)
|
|||
Financing fees paid
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||
Purchase of treasury stock
|
(0.1
|
)
|
|
(48.2
|
)
|
|
(3.0
|
)
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Net cash used for financing activities
|
(7.1
|
)
|
|
(110.5
|
)
|
|
(104.4
|
)
|
|||
Effect of exchange rate changes on cash
|
(7.3
|
)
|
|
(9.4
|
)
|
|
2.0
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
43.7
|
|
|
(64.3
|
)
|
|
24.4
|
|
|||
Balance at the beginning of the year
|
111.4
|
|
|
175.7
|
|
|
151.3
|
|
|||
Balance at the end of the year
|
$
|
155.1
|
|
|
$
|
111.4
|
|
|
$
|
175.7
|
|
|
|
|
|
|
|
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, 2013
|
$
|
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
|
|
|||||||||||
Stock 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
|
|
|||||||||||
Stock 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
2.9
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||||||||||
Stock issued under stock compensation plans
|
—
|
|
—
|
|
6.7
|
|
(6.7
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Purchase of treasury stock
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||||||||
Net income attributable to stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
74.7
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74.7
|
|
|
—
|
|
|
74.7
|
|
|||||||||||
Cash dividends on Class A and Class B common stock: $1.130 per share
|
—
|
|
—
|
|
—
|
|
—
|
|
(18.4
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.4
|
)
|
|
—
|
|
|
(18.4
|
)
|
|||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(49.7
|
)
|
|
(4.7
|
)
|
|
(3.4
|
)
|
|
(57.8
|
)
|
|
—
|
|
|
(57.8
|
)
|
|||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2.7
|
|
|
2.3
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|||||||||||
Noncontrolling interest income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|||||||||||
Balance, December 31, 2015
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(42.5
|
)
|
$
|
320.3
|
|
$
|
336.7
|
|
$
|
(90.1
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
(59.8
|
)
|
|
$
|
460.8
|
|
|
$
|
1.9
|
|
|
$
|
462.7
|
|
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. 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.
|
ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes
|
|
The guidance simplifies the presentation of deferred income taxes to require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. See "Reclassification."
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
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, 2018
|
|
The Company is currently evaluating the alternative methods of adoption and the effect on its 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.
|
ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
|
|
The guidance is intended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.
|
|
January 1, 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.
|
ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement
|
|
The guidance clarifies the accounting for cloud computing arrangements including a software license and cloud computing arrangements that do not include a software license that should be accounted for as a service contract.
|
|
January 1, 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.
|
ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory
|
|
The guidance requires inventory to be measured at the lower of cost or net realizable value. The guidance defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.
|
|
January 1, 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.
|
ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
The guidance requires equity investments previously accounted for under the cost method of accounting to be measured at fair value and recognized in net income. In addition, the guidance defines measurement and presentation of financial instruments.
|
|
January 1, 2018
|
|
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.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Americas
|
$
|
1,775.5
|
|
|
$
|
1,866.9
|
|
|
$
|
1,762.3
|
|
EMEA
|
606.4
|
|
|
686.3
|
|
|
695.4
|
|
|||
JAPIC
|
193.7
|
|
|
214.0
|
|
|
208.6
|
|
|||
Lift truck business
|
2,575.6
|
|
|
2,767.2
|
|
|
2,666.3
|
|
|||
Nuvera
|
2.5
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
2,578.1
|
|
|
$
|
2,767.2
|
|
|
$
|
2,666.3
|
|
Gross profit (loss)
|
|
|
|
|
|
||||||
Americas
|
$
|
308.1
|
|
|
$
|
301.3
|
|
|
$
|
318.1
|
|
EMEA
|
101.3
|
|
|
122.3
|
|
|
115.4
|
|
|||
JAPIC
|
23.2
|
|
|
24.1
|
|
|
27.5
|
|
|||
Lift truck business
|
432.6
|
|
|
447.7
|
|
|
461.0
|
|
|||
Nuvera
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
430.8
|
|
|
$
|
447.7
|
|
|
$
|
461.0
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Americas
|
$
|
191.2
|
|
|
$
|
194.1
|
|
|
$
|
210.4
|
|
EMEA
|
88.3
|
|
|
96.2
|
|
|
91.6
|
|
|||
JAPIC
|
25.0
|
|
|
24.2
|
|
|
24.8
|
|
|||
Lift truck business
|
304.5
|
|
|
314.5
|
|
|
326.8
|
|
|||
Nuvera
|
22.8
|
|
|
2.2
|
|
|
—
|
|
|||
Total
|
$
|
327.3
|
|
|
$
|
316.7
|
|
|
$
|
326.8
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
116.9
|
|
|
$
|
124.9
|
|
|
$
|
107.8
|
|
EMEA
|
13.0
|
|
|
26.2
|
|
|
23.8
|
|
|||
JAPIC
|
(1.8
|
)
|
|
(0.1
|
)
|
|
2.7
|
|
|||
Lift truck business
|
128.1
|
|
|
151.0
|
|
|
134.3
|
|
|||
Nuvera
|
(24.6
|
)
|
|
(2.2
|
)
|
|
—
|
|
|||
Total
|
$
|
103.5
|
|
|
$
|
148.8
|
|
|
$
|
134.3
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
4.4
|
|
|
$
|
3.3
|
|
|
$
|
8.1
|
|
EMEA
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
|||
JAPIC
|
0.2
|
|
|
0.5
|
|
|
0.6
|
|
|||
Total
|
$
|
4.7
|
|
|
$
|
3.9
|
|
|
$
|
9.0
|
|
Interest income
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.6
|
)
|
EMEA
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
JAPIC
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Total
|
$
|
(1.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(1.8
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Other (income) expense
|
|
|
|
|
|
||||||
Americas
|
$
|
(2.7
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(0.2
|
)
|
EMEA
|
1.0
|
|
|
1.6
|
|
|
1.5
|
|
|||
JAPIC
|
(2.5
|
)
|
|
(2.3
|
)
|
|
(1.6
|
)
|
|||
Total
|
$
|
(4.2
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(0.3
|
)
|
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
39.9
|
|
|
$
|
37.4
|
|
|
$
|
28.9
|
|
EMEA
|
1.6
|
|
|
4.0
|
|
|
(11.8
|
)
|
|||
JAPIC
|
(2.1
|
)
|
|
(0.7
|
)
|
|
0.1
|
|
|||
Lift truck business
|
39.4
|
|
|
40.7
|
|
|
17.2
|
|
|||
Nuvera
|
(10.0
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Total
|
$
|
29.4
|
|
|
$
|
39.9
|
|
|
$
|
17.2
|
|
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
76.3
|
|
|
$
|
88.6
|
|
|
$
|
72.6
|
|
EMEA
|
10.6
|
|
|
20.5
|
|
|
33.8
|
|
|||
JAPIC
|
2.4
|
|
|
2.1
|
|
|
3.6
|
|
|||
Lift truck business
|
89.3
|
|
|
111.2
|
|
|
110.0
|
|
|||
Nuvera
|
(14.6
|
)
|
|
(1.4
|
)
|
|
—
|
|
|||
Total
|
$
|
74.7
|
|
|
$
|
109.8
|
|
|
$
|
110.0
|
|
Total assets
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
680.7
|
|
|
$
|
638.1
|
|
|
$
|
654.3
|
|
EMEA
|
412.0
|
|
|
439.4
|
|
|
520.0
|
|
|||
JAPIC
|
140.6
|
|
|
170.3
|
|
|
179.5
|
|
|||
Eliminations
|
(154.8
|
)
|
|
(144.0
|
)
|
|
(192.5
|
)
|
|||
Lift truck business
|
1,078.5
|
|
|
1,103.8
|
|
|
1,161.3
|
|
|||
Nuvera
|
17.4
|
|
|
17.0
|
|
|
—
|
|
|||
Total
|
$
|
1,095.9
|
|
|
$
|
1,120.8
|
|
|
$
|
1,161.3
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
16.2
|
|
|
$
|
16.6
|
|
|
$
|
17.4
|
|
EMEA
|
5.9
|
|
|
6.3
|
|
|
6.2
|
|
|||
JAPIC
|
5.2
|
|
|
6.7
|
|
|
6.6
|
|
|||
Lift truck business
|
27.3
|
|
|
29.6
|
|
|
30.2
|
|
|||
Nuvera
|
1.6
|
|
|
0.1
|
|
|
—
|
|
|||
Total
|
$
|
28.9
|
|
|
$
|
29.7
|
|
|
$
|
30.2
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
33.5
|
|
|
$
|
34.0
|
|
|
$
|
24.8
|
|
EMEA
|
8.7
|
|
|
11.9
|
|
|
9.8
|
|
|||
JAPIC
|
1.7
|
|
|
2.6
|
|
|
1.9
|
|
|||
Lift truck business
|
43.9
|
|
|
48.5
|
|
|
36.5
|
|
|||
Nuvera
|
2.7
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
46.6
|
|
|
$
|
48.5
|
|
|
$
|
36.5
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash
|
|
|
|
|
|
||||||
Americas
|
$
|
54.2
|
|
|
$
|
26.8
|
|
|
$
|
53.1
|
|
EMEA
|
82.2
|
|
|
69.9
|
|
|
103.6
|
|
|||
JAPIC
|
18.5
|
|
|
13.6
|
|
|
19.0
|
|
|||
Lift truck business
|
154.9
|
|
|
110.3
|
|
|
175.7
|
|
|||
Nuvera
|
0.2
|
|
|
1.1
|
|
|
—
|
|
|||
Total
|
$
|
155.1
|
|
|
$
|
111.4
|
|
|
$
|
175.7
|
|
|
United
States
|
|
Europe, Africa and Middle East
|
|
Other
|
|
Consolidated
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,575.2
|
|
|
$
|
606.5
|
|
|
$
|
396.4
|
|
|
$
|
2,578.1
|
|
Long-lived assets
|
$
|
126.2
|
|
|
$
|
39.4
|
|
|
$
|
61.8
|
|
|
$
|
227.4
|
|
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
|
|
|
2015
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
622.3
|
|
|
$
|
658.7
|
|
|
$
|
652.1
|
|
|
$
|
645.0
|
|
Gross profit
|
$
|
102.9
|
|
|
$
|
110.6
|
|
|
$
|
106.7
|
|
|
$
|
110.6
|
|
Operating profit
|
$
|
21.0
|
|
|
$
|
27.3
|
|
|
$
|
29.0
|
|
|
$
|
26.2
|
|
Net income
|
$
|
14.0
|
|
|
$
|
22.8
|
|
|
$
|
21.0
|
|
|
$
|
17.3
|
|
Net income attributable to stockholders
|
$
|
13.9
|
|
|
$
|
22.7
|
|
|
$
|
20.9
|
|
|
$
|
17.2
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.85
|
|
|
$
|
1.39
|
|
|
$
|
1.28
|
|
|
$
|
1.05
|
|
Diluted earnings per share
|
$
|
0.85
|
|
|
$
|
1.39
|
|
|
$
|
1.28
|
|
|
$
|
1.05
|
|
|
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
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Basic weighted average shares outstanding
|
16.307
|
|
|
16.607
|
|
|
16.725
|
|
|||
Dilutive effect of restricted stock awards
|
0.048
|
|
|
0.068
|
|
|
0.083
|
|
|||
Diluted weighted average shares outstanding
|
16.355
|
|
|
16.675
|
|
|
16.808
|
|
|||
Basic earnings per share
|
$
|
4.58
|
|
|
$
|
6.61
|
|
|
$
|
6.58
|
|
Diluted earnings per share
|
$
|
4.57
|
|
|
$
|
6.58
|
|
|
$
|
6.54
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income before income taxes
|
|
|
|
|
|
||||||
U.S.
|
$
|
71.2
|
|
|
$
|
69.1
|
|
|
$
|
64.9
|
|
Non-U.S.
|
33.3
|
|
|
81.0
|
|
|
62.5
|
|
|||
|
$
|
104.5
|
|
|
$
|
150.1
|
|
|
$
|
127.4
|
|
Income tax provision
|
|
|
|
|
|
||||||
Current tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
22.1
|
|
|
$
|
25.0
|
|
|
$
|
19.7
|
|
State
|
3.4
|
|
|
2.6
|
|
|
2.0
|
|
|||
Non-U.S.
|
5.3
|
|
|
10.5
|
|
|
5.1
|
|
|||
Total current
|
$
|
30.8
|
|
|
$
|
38.1
|
|
|
$
|
26.8
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(0.4
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(0.4
|
)
|
State
|
1.2
|
|
|
0.7
|
|
|
0.9
|
|
|||
Non-U.S.
|
(2.2
|
)
|
|
4.4
|
|
|
(10.1
|
)
|
|||
Total deferred
|
$
|
(1.4
|
)
|
|
$
|
1.8
|
|
|
$
|
(9.6
|
)
|
|
$
|
29.4
|
|
|
$
|
39.9
|
|
|
$
|
17.2
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income before income taxes
|
$
|
104.5
|
|
|
$
|
150.1
|
|
|
$
|
127.4
|
|
Statutory taxes at 35.0%
|
$
|
36.6
|
|
|
$
|
52.5
|
|
|
$
|
44.6
|
|
Valuation allowance
|
5.9
|
|
|
(1.5
|
)
|
|
(12.1
|
)
|
|||
Non-U.S. rate differences
|
(14.2
|
)
|
|
(10.6
|
)
|
|
(11.4
|
)
|
|||
Equity interest earnings
|
(1.9
|
)
|
|
(1.7
|
)
|
|
(1.2
|
)
|
|||
Unremitted Non-U.S. earnings
|
0.1
|
|
|
0.1
|
|
|
(1.2
|
)
|
|||
R&D and other federal credits
|
(1.7
|
)
|
|
(0.9
|
)
|
|
(2.4
|
)
|
|||
State income taxes
|
4.1
|
|
|
2.7
|
|
|
2.0
|
|
|||
Tax controversy resolution
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(1.8
|
)
|
|||
Other
|
0.7
|
|
|
(0.2
|
)
|
|
0.7
|
|
|||
Income tax provision
|
$
|
29.4
|
|
|
$
|
39.9
|
|
|
$
|
17.2
|
|
Effective income tax rate
|
28.1
|
%
|
|
26.6
|
%
|
|
13.5
|
%
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
17.4
|
|
|
$
|
15.9
|
|
Accrued product liability
|
8.7
|
|
|
9.3
|
|
||
Product warranties
|
15.8
|
|
|
12.5
|
|
||
Accrued pension benefits
|
6.4
|
|
|
6.9
|
|
||
Tax attribute carryforwards
|
27.1
|
|
|
25.3
|
|
||
Other employee benefits
|
5.7
|
|
|
8.4
|
|
||
Other
|
2.5
|
|
|
2.2
|
|
||
Total deferred tax assets
|
83.6
|
|
|
80.5
|
|
||
Less: Valuation allowance
|
28.6
|
|
|
26.9
|
|
||
|
55.0
|
|
|
53.6
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and amortization
|
8.9
|
|
|
8.8
|
|
||
Inventories
|
8.7
|
|
|
7.6
|
|
||
Unremitted earnings
|
4.7
|
|
|
5.7
|
|
||
Total deferred tax liabilities
|
22.3
|
|
|
22.1
|
|
||
Net deferred tax asset
|
$
|
32.7
|
|
|
$
|
31.5
|
|
|
December 31, 2015
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
19.1
|
|
|
$
|
14.7
|
|
|
2016-Indefinite
|
State net operating losses and credits
|
1.9
|
|
|
0.9
|
|
|
2016-2030
|
||
Non-U.S. Capital losses
|
6.1
|
|
|
6.1
|
|
|
2016-Indefinite
|
||
Total
|
$
|
27.1
|
|
|
$
|
21.7
|
|
|
|
|
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
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
4.3
|
|
|
$
|
5.3
|
|
|
$
|
6.8
|
|
Additions for tax positions of prior years
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Additions based on tax positions related to the current year
|
0.7
|
|
|
0.9
|
|
|
0.9
|
|
|||
Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations
|
(1.1
|
)
|
|
(1.6
|
)
|
|
(2.7
|
)
|
|||
Other changes in unrecognized tax benefits including foreign currency translation adjustments
|
(0.2
|
)
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Balance at December 31
|
$
|
3.8
|
|
|
$
|
4.3
|
|
|
$
|
5.3
|
|
Details about OCI Components
|
|
Amount Reclassified from OCI
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
Other
|
Foreign exchange contracts
|
|
(8.7
|
)
|
|
(7.0
|
)
|
|
(1.3
|
)
|
|
Cost of sales
|
|||
Total before tax
|
|
(8.7
|
)
|
|
(6.2
|
)
|
|
(1.3
|
)
|
|
Income before income taxes
|
|||
Tax (expense) benefit
|
|
6.0
|
|
|
2.5
|
|
|
(1.5
|
)
|
|
Income tax provision
|
|||
Net of tax
|
|
$
|
(2.7
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(2.8
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss
|
|
$
|
(3.5
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(6.2
|
)
|
|
(a)
|
Prior service (cost) credit
|
|
0.3
|
|
|
0.3
|
|
|
(0.5
|
)
|
|
(a)
|
|||
Transition liability
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(a)
|
|||
Total before tax
|
|
(3.2
|
)
|
|
(5.2
|
)
|
|
(6.8
|
)
|
|
Income before income taxes
|
|||
Tax benefit
|
|
0.9
|
|
|
1.5
|
|
|
1.7
|
|
|
Income tax provision
|
|||
Net of tax
|
|
$
|
(2.3
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(5.1
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
|
$
|
(5.0
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(7.9
|
)
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance sheet location
|
|
2015
|
|
2014
|
|
Balance sheet location
|
|
2015
|
|
2014
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
$
|
2.5
|
|
|
$
|
4.6
|
|
|
Prepaid expenses and other
|
|
$
|
0.6
|
|
|
$
|
2.4
|
|
|
Other current liabilities
|
|
3.2
|
|
|
3.5
|
|
|
Other current liabilities
|
|
10.9
|
|
|
8.8
|
|
||||
Long-Term
|
Other non-current assets
|
|
—
|
|
|
0.9
|
|
|
Other long-term liabilities
|
|
2.1
|
|
|
3.1
|
|
||||
Total derivatives designated as hedging instruments
|
|
|
$
|
5.7
|
|
|
$
|
9.0
|
|
|
|
|
$
|
13.6
|
|
|
$
|
14.3
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
Long-term
|
Other non-current assets
|
|
0.3
|
|
|
1.3
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
1.1
|
|
|
4.3
|
|
|
Prepaid expenses and other
|
|
0.3
|
|
|
2.7
|
|
||||
|
Other current liabilities
|
|
1.9
|
|
|
0.6
|
|
|
Other current liabilities
|
|
3.6
|
|
|
2.5
|
|
||||
Total derivatives not designated as hedging instruments
|
|
|
$
|
3.3
|
|
|
$
|
6.2
|
|
|
|
|
$
|
4.5
|
|
|
$
|
6.2
|
|
Total derivatives
|
|
|
$
|
9.0
|
|
|
$
|
15.2
|
|
|
|
|
$
|
18.1
|
|
|
$
|
20.5
|
|
|
|
Derivative Assets as of December 31, 2015
|
|
Derivative Liabilities as of December 31, 2015
|
||||||||||||||||||||||||||||
|
|
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
|
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Foreign currency exchange contracts
|
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
(2.7
|
)
|
|
8.8
|
|
|
8.8
|
|
||||||||
Total derivatives
|
|
$
|
3.0
|
|
|
$
|
(3.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
(3.0
|
)
|
|
$
|
9.1
|
|
|
$
|
9.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
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
|
|
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)
|
||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
2.8
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
(11.1
|
)
|
|
(8.6
|
)
|
|
(9.3
|
)
|
|
Cost of sales
|
|
(8.7
|
)
|
|
(7.0
|
)
|
|
(1.3
|
)
|
|
Cost of sales
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
(11.1
|
)
|
|
(10.2
|
)
|
|
(6.5
|
)
|
|
|
|
(8.7
|
)
|
|
(7.0
|
)
|
|
(1.3
|
)
|
|
|
|
0.1
|
|
|
0.8
|
|
|
—
|
|
|||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency exchange contracts
|
|
—
|
|
|
0.4
|
|
|
(0.8
|
)
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
|
$
|
(11.1
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(7.3
|
)
|
|
|
|
$
|
(8.7
|
)
|
|
$
|
(7.0
|
)
|
|
$
|
(1.3
|
)
|
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
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
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Interest rate swap agreements
|
|
Other
|
|
$
|
(0.5
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.1
|
)
|
||||||||||||||||||||||||||
Foreign currency exchange contracts
|
|
Cost of sales
|
|
0.3
|
|
|
(6.8
|
)
|
|
(1.9
|
)
|
|||||||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.2
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(2.0
|
)
|
|
2015
|
|
2014
|
|
2013
|
United States Plans
|
|
|
|
|
|
Weighted average discount rates
|
4.00%
|
|
3.65%
|
|
4.40%
|
Expected long-term rate of return on assets
|
7.50%
|
|
7.75%
|
|
7.75%
|
Non-U.S. Plans
|
|
|
|
|
|
Weighted average discount rates
|
2.10% - 3.70%
|
|
1.80% - 3.60%
|
|
3.50% - 4.40%
|
Rate of increase in compensation levels
|
2.00% - 2.50%
|
|
2.00% - 2.50%
|
|
2.50% - 3.60%
|
Expected long-term rate of return on assets
|
3.00% - 7.00%
|
|
3.00% - 7.25%
|
|
3.50% - 7.50%
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2.9
|
|
|
3.4
|
|
|
3.2
|
|
|||
Expected return on plan assets
|
(5.5
|
)
|
|
(5.7
|
)
|
|
(5.5
|
)
|
|||
Amortization of actuarial loss
|
1.5
|
|
|
1.5
|
|
|
2.0
|
|
|||
Amortization of prior service credit
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Settlements
|
1.3
|
|
|
2.6
|
|
|
1.6
|
|
|||
Net periodic pension expense
|
$
|
(0.1
|
)
|
|
$
|
1.5
|
|
|
$
|
1.0
|
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
2.9
|
|
Interest cost
|
5.6
|
|
|
6.9
|
|
|
6.6
|
|
|||
Expected return on plan assets
|
(9.6
|
)
|
|
(10.3
|
)
|
|
(8.9
|
)
|
|||
Amortization of actuarial loss
|
2.0
|
|
|
4.0
|
|
|
4.2
|
|
|||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.8
|
|
|||
Amortization of transition liability
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Net periodic pension expense
|
$
|
(1.8
|
)
|
|
$
|
2.8
|
|
|
$
|
5.7
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
4.3
|
|
|
$
|
8.4
|
|
|
$
|
(13.9
|
)
|
Amortization of actuarial loss
|
(1.5
|
)
|
|
(1.5
|
)
|
|
(2.0
|
)
|
|||
Amortization of prior service credit
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Settlements
|
(1.3
|
)
|
|
(2.6
|
)
|
|
(1.6
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
1.8
|
|
|
$
|
4.6
|
|
|
$
|
(17.2
|
)
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
2.0
|
|
|
$
|
10.7
|
|
|
$
|
(6.5
|
)
|
Amortization of actuarial loss
|
(2.0
|
)
|
|
(4.0
|
)
|
|
(4.2
|
)
|
|||
Current year prior service cost
|
(0.1
|
)
|
|
—
|
|
|
0.7
|
|
|||
Amortization of prior service (cost) credit
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Amortization of transition liability
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Curtailments
|
—
|
|
|
(5.9
|
)
|
|
—
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
(0.1
|
)
|
|
$
|
0.8
|
|
|
$
|
(10.9
|
)
|
|
2015
|
|
2014
|
||||||||||||
|
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
|
$
|
83.4
|
|
|
$
|
170.8
|
|
|
$
|
80.8
|
|
|
$
|
168.3
|
|
Service cost
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.2
|
|
||||
Interest cost
|
2.9
|
|
|
5.6
|
|
|
3.4
|
|
|
6.9
|
|
||||
Actuarial (gain) loss
|
(1.4
|
)
|
|
(4.6
|
)
|
|
8.4
|
|
|
16.7
|
|
||||
Benefits paid
|
(4.2
|
)
|
|
(6.9
|
)
|
|
(4.1
|
)
|
|
(6.5
|
)
|
||||
Employee contributions
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
||||
Settlements
|
(3.4
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
(11.5
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
77.3
|
|
|
$
|
156.1
|
|
|
$
|
83.4
|
|
|
$
|
170.8
|
|
Accumulated benefit obligation at end of year
|
$
|
77.3
|
|
|
$
|
155.6
|
|
|
$
|
83.4
|
|
|
$
|
163.1
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
76.3
|
|
|
$
|
155.9
|
|
|
$
|
79.7
|
|
|
$
|
148.0
|
|
Actual return on plan assets
|
(0.3
|
)
|
|
2.9
|
|
|
5.8
|
|
|
16.2
|
|
||||
Employer contributions
|
—
|
|
|
0.8
|
|
|
—
|
|
|
8.1
|
|
||||
Employee contributions
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.6
|
|
||||
Benefits paid
|
(4.2
|
)
|
|
(6.9
|
)
|
|
(4.1
|
)
|
|
(6.5
|
)
|
||||
Settlements
|
(3.4
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
(10.5
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
68.4
|
|
|
$
|
144.7
|
|
|
$
|
76.3
|
|
|
$
|
155.9
|
|
Funded status at end of year
|
$
|
(8.9
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(14.9
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent liabilities
|
$
|
(8.9
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(14.9
|
)
|
Components of accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
$
|
43.6
|
|
|
$
|
40.8
|
|
|
$
|
42.1
|
|
|
$
|
43.2
|
|
Prior service credit
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(1.2
|
)
|
|
(0.1
|
)
|
||||
Deferred taxes
|
(14.6
|
)
|
|
(6.2
|
)
|
|
(13.9
|
)
|
|
(7.7
|
)
|
||||
Change in statutory tax rate
|
(1.2
|
)
|
|
(1.5
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
|
$
|
26.9
|
|
|
$
|
32.9
|
|
|
$
|
25.8
|
|
|
$
|
32.9
|
|
|
|
Amount
|
|
Net of tax
|
||||
Actuarial loss
|
|
$
|
2.8
|
|
|
$
|
1.8
|
|
Prior service credit
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2016
|
$
|
6.3
|
|
|
$
|
6.8
|
|
2017
|
6.2
|
|
|
6.9
|
|
||
2018
|
6.0
|
|
|
7.1
|
|
||
2019
|
6.0
|
|
|
7.3
|
|
||
2020
|
5.8
|
|
|
7.4
|
|
||
2021 - 2025
|
27.0
|
|
|
39.1
|
|
||
|
$
|
57.3
|
|
|
$
|
74.6
|
|
|
2015
Actual Allocation |
|
2014
Actual Allocation |
|
Target Allocation
Range
|
U.S. equity securities
|
51.9%
|
|
51.5%
|
|
41.0% - 62.0%
|
Non-U.S. equity securities
|
12.4%
|
|
12.3%
|
|
10.0% - 16.0%
|
Fixed income securities
|
35.1%
|
|
34.8%
|
|
30.0% - 40.0%
|
Money market
|
0.6%
|
|
1.5%
|
|
0.0% - 10.0%
|
|
2015
Actual Allocation |
|
2014
Actual Allocation |
|
Target Allocation
Range
|
U.K. equity securities
|
21.2%
|
|
21.1%
|
|
19.5% - 22.5%
|
Non-U.K. equity securities
|
48.3%
|
|
48.6%
|
|
35.5% - 62.5%
|
Fixed income securities
|
30.5%
|
|
30.3%
|
|
25.5% - 34.5%
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
U.S. equity securities
|
$
|
35.5
|
|
|
$
|
39.3
|
|
|
$
|
21.1
|
|
|
$
|
24.1
|
|
U.K. equity securities
|
—
|
|
|
—
|
|
|
28.1
|
|
|
30.0
|
|
||||
Non-U.S., non-U.K. equity securities
|
8.5
|
|
|
9.4
|
|
|
43.0
|
|
|
45.2
|
|
||||
Fixed income securities
|
24.0
|
|
|
26.5
|
|
|
52.5
|
|
|
56.6
|
|
||||
Money market
|
0.4
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
68.4
|
|
|
$
|
76.3
|
|
|
$
|
144.7
|
|
|
$
|
155.9
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
Finished goods and service parts
|
$
|
153.0
|
|
|
$
|
179.4
|
|
Raw materials and work in process
|
192.0
|
|
|
211.2
|
|
||
Total manufactured inventories
|
345.0
|
|
|
390.6
|
|
||
LIFO reserve
|
(40.4
|
)
|
|
(48.1
|
)
|
||
Total inventory
|
$
|
304.6
|
|
|
$
|
342.5
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
Land and land improvements
|
$
|
19.6
|
|
|
$
|
19.6
|
|
Plant and equipment
|
569.3
|
|
|
565.1
|
|
||
Property, plant and equipment, at cost
|
588.9
|
|
|
584.7
|
|
||
Allowances for depreciation and amortization
|
(404.4
|
)
|
|
(404.9
|
)
|
||
|
$
|
184.5
|
|
|
$
|
179.8
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
Total outstanding borrowings:
|
|
|
|
||||
Revolving credit agreements
|
$
|
—
|
|
|
$
|
—
|
|
Capital lease obligations and other
|
53.1
|
|
|
31.5
|
|
||
Total debt outstanding
|
$
|
53.1
|
|
|
$
|
31.5
|
|
Current portion of borrowings outstanding
|
$
|
33.5
|
|
|
$
|
19.5
|
|
Long-term portion of borrowings outstanding
|
$
|
19.6
|
|
|
$
|
12.0
|
|
Total available borrowings, net of limitations, under revolving credit agreements
|
$
|
242.4
|
|
|
$
|
254.9
|
|
Unused revolving credit agreements
|
$
|
242.4
|
|
|
$
|
254.9
|
|
Weighted average stated interest rate on total borrowings
|
9.1
|
%
|
|
5.9
|
%
|
2016
|
$
|
27.5
|
|
2017
|
1.6
|
|
|
2018
|
1.6
|
|
|
2019
|
1.4
|
|
|
2020
|
—
|
|
|
|
$
|
32.1
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2016
|
$
|
6.4
|
|
|
$
|
16.4
|
|
2017
|
5.1
|
|
|
12.5
|
|
||
2018
|
4.1
|
|
|
9.5
|
|
||
2019
|
2.9
|
|
|
5.9
|
|
||
2020
|
2.0
|
|
|
3.5
|
|
||
Subsequent to 2020
|
1.1
|
|
|
3.1
|
|
||
Total minimum lease payments
|
21.6
|
|
|
$
|
50.9
|
|
|
Amounts representing interest
|
0.6
|
|
|
|
|||
Present value of net minimum lease payments
|
21.0
|
|
|
|
|||
Current maturities
|
6.0
|
|
|
|
|||
Long-term capital lease obligation
|
$
|
15.0
|
|
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
Plant and equipment
|
$
|
30.6
|
|
|
$
|
18.8
|
|
Less accumulated amortization
|
(7.4
|
)
|
|
(7.2
|
)
|
||
|
$
|
23.2
|
|
|
$
|
11.6
|
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
51.1
|
|
|
$
|
45.1
|
|
Current year warranty expense
|
34.7
|
|
|
37.3
|
|
||
Change in estimate related to pre-existing warranties
|
(3.1
|
)
|
|
(3.6
|
)
|
||
Payments made
|
(25.8
|
)
|
|
(26.2
|
)
|
||
Foreign currency effect
|
(1.4
|
)
|
|
(1.5
|
)
|
||
Balance at December 31
|
$
|
55.5
|
|
|
$
|
51.1
|
|
|
|
NFS
|
|
Total
|
||||
Total recourse or repurchase obligations
|
|
$
|
151.8
|
|
|
$
|
168.6
|
|
Less: exposure limited for certain dealers
|
|
34.8
|
|
|
34.8
|
|
||
Plus: 7.5% of original loan balance
|
|
7.8
|
|
|
7.8
|
|
||
|
|
124.8
|
|
|
141.6
|
|
||
Incremental obligation related to guarantee to GECC
|
|
126.0
|
|
|
126.0
|
|
||
Total exposure related to guarantees
|
|
$
|
250.8
|
|
|
$
|
267.6
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
315.0
|
|
|
$
|
361.9
|
|
|
$
|
379.3
|
|
Gross profit
|
$
|
98.7
|
|
|
$
|
108.3
|
|
|
$
|
102.2
|
|
Income from continuing operations
|
$
|
23.1
|
|
|
$
|
21.7
|
|
|
$
|
14.4
|
|
Net income
|
$
|
23.1
|
|
|
$
|
21.7
|
|
|
$
|
14.4
|
|
Balance Sheet
|
|
|
|
|
|
||||||
Current assets
|
$
|
103.2
|
|
|
$
|
106.3
|
|
|
|
||
Non-current assets
|
$
|
1,148.0
|
|
|
$
|
1,163.6
|
|
|
|
||
Current liabilities
|
$
|
138.0
|
|
|
$
|
132.5
|
|
|
|
||
Non-current liabilities
|
$
|
985.1
|
|
|
$
|
1,010.3
|
|
|
|
|
|
|
|
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)
|
|||||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (C)
|
|
$
|
16.3
|
|
|
$
|
4.9
|
|
|
$
|
(2.1
|
)
|
|
$
|
6.3
|
|
|
(D)
|
|
$
|
12.8
|
|
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
|
|
(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
$4.5 million
,
$5.4 million
and
$5.2 million
in
2015
,
2014
and
2013
, 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.
|
2.2
|
|
Purchase Agreement, dated February 14, 2016, by and among Hyster-Yale Materials Handling, Inc., as Purchaser, and Emilio Bolzoni, Roberto Scotti, Franco Bolzoni, Paolo Mazzoni and Pier Luigi Magnelli, as Sellers is incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, dated February 17, 2016, Commission File Number 000-54799.
|
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 3.1 to the Company's Current Report on Form 8-K, dated February 17, 2015, Commission File No. 000-54799.
|
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
|
|
Third Amendment to Stockholders' Agreement, dated as of March 27, 2015, 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 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on April 29, 2015, Commission File Number 000-54799.
|
10.10
|
|
Fourth Amendment to Stockholders' Agreement, dated as of December 29, 2015, 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 filed with Amendment No. 4 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 16, 2016, Commission File Number 005-87003.
|
10.11*
|
|
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.
|
10.12*
|
|
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).
|
10.13*
|
|
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.
|
10.14*
|
|
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 10.12 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2015, Commission File Number 000-54799.
|
10.15*
|
|
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.
|
10.16*
|
|
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.
|
10.17*
|
|
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.
|
10.18*
|
|
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.
|
10.19*
|
|
Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2015) is incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2015, Commission File Number 000-54799.
|
10.20*
|
|
Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2016) is attached hereto.
|
10.21*
|
|
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.
|
10.22*
|
|
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.
|
10.23*
|
|
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.
|
10.24*
|
|
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.
|
10.25*
|
|
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.
|
10.26*
|
|
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.
|
10.27*
|
|
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).
|
10.28*
|
|
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.
|
10.29*
|
|
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.
|
10.30*
|
|
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.
|
10.31*
|
|
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.
|
10.32*
|
|
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).
|
10.33*
|
|
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.
|
10.34*
|
|
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.
|
10.35*
|
|
Amended and Restated NACCO Material Handling Group, Inc. Excess Retirement Plan (Effective January 1, 2016) is attached hereto.
|
10.36*
|
|
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.
|
10.37*
|
|
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.
|
10.38*
|
|
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.
|
10.39*
|
|
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.
|
10.40*
|
|
Agreement and Deed, dated July 22, 2015, between Ralf Mock and NACCO Materials Handling Ltd is attached hereto.
|
10.41
|
|
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.
|
10.42
|
|
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.
|
10.43
|
|
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.
|
10.44
|
|
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.
|
10.45
|
|
Amendment to 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 10.1 to the Company's Current Report on Form 8-K, filed by the Company on December 29, 2015, Commission File Number 000-54799.
|
10.46
|
|
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.
|
10.47
|
|
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.
|
10.48
|
|
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.
|
10.49
|
|
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.
|
10.50
|
|
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.
|
10.51
|
|
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.
|
10.52
|
|
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.
|
10.53
|
|
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.
|
10.54
|
|
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.
|
10.55
|
|
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.
|
10.56
|
|
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.
|
10.57
|
|
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.
|
10.58
|
|
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.
|
10.59
|
|
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.
|
10.60
|
|
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.
|
10.61
|
|
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.
|
10.62
|
|
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.
|
10.63
|
|
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.
|
10.64
|
|
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.
|
10.65
|
|
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.
|
10.66
|
|
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.
|
10.67
|
|
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.
|
10.68
|
|
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.
|
10.69
|
|
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.
|
10.70
|
|
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.
|
10.71
|
|
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.
|
10.72
|
|
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.
|
10.73
|
|
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.
|
10.74
|
|
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.
|
10.75
|
|
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.
|
10.76
|
|
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.
|
10.77
|
|
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.
|
10.78*
|
|
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 John M. Stropki is attached hereto.
|
24.8
|
|
A copy of a power of attorney for Britton T. Taplin is attached hereto.
|
24.9
|
|
A copy of a power of attorney for Eugene Wong is attached hereto.
|
(a)
|
The Excess 401(k) Sub-Accounts under the Plan are subject to the requirements of Code Section 409A. The Excess Matching Sub-Account and Excess Profit Sharing Sub-Account are intended to be exempt from the requirements of Code Section 409A.
|
(b)
|
It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of, or exceptions to, Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Employers do not guarantee to any Participant or Beneficiary any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.
|
(a)
|
The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i) (5)) and the Treasury Regulations issued thereunder) at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be the definition under Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.
|
(b)
|
The Identification Date for Key Employees is each December 31
st
and the Effective Date is the following April 1
st
. As such, any Employee who is classified as a Key Employee as of
|
(c)
|
Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) (for periods prior to the “Spin Off Date,” as such term is defined in the 2012 Separation Agreement between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.) or Hyster-Yale Materials Handling, Inc. (for periods on and after the Spin-Off Date) (subject to any applicable transitional rules contained in Code Section 409A and the regulations issued thereunder) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.
|
(a)
|
For purposes of Section 3.1 of the Plan, the term “Participant” means an Employee of an Employer who is a Participant in the profit sharing portion of the Profit Sharing Plan whose profit sharing benefit for a Plan Year is (i) limited by the application of Section 401(a)(17) or 415 of the Code, (ii) limited by the terms of the Profit Sharing Plan that apply to Highly Compensated Employees (if applicable) or (iii) is reduced as a result of his deferral of Compensation under this Plan.
|
(b)
|
For purposes of Sections 3.2 and 3.3 of the Plan, the term "Participant" means a 401(k) Employee (i) who is unable to make all of the Before-Tax and/or Roth Contributions that he has elected to make to the Profit Sharing Plan, or is unable to receive the maximum amount of Matching Contributions under the Profit Sharing Plan due to the limitations of Section 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code and (ii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is effective is at least $150,000.
|
(c)
|
The term "Participant" shall also include any other person who has an Account balance hereunder.
|
(a)
|
Amount of Excess 401(k) Benefits
. Each 401(k) Employee who is a Participant may, prior to each December 31
st
, by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax and/or Roth Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code or any other limits applicable to Highly Compensated Employees under the Profit Sharing Plan. All amounts deferred under this Section shall be referred to herein collectively as the "Excess 401(k) Benefits." Notwithstanding the foregoing, a 401(k) Employee's direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31
st
of the Plan Year preceding the Plan Year in which the Bonus commences to be earned.
|
(b)
|
Consequences of Deferral Election
. Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant for the Plan Year for which the deferral election form is effective and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant's Excess 401(k) Sub-Account hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation earned in subsequent Plan Years. A new deferral election shall be required for each Plan Year under the Plan.
|
(c)
|
Classification of Excess 401(k) Benefits
. The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the "Basic Excess 401(k) Benefits" and the "Additional Excess 401(k) Benefits" as follows:
|
(i)
|
The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 7% and the denominator of which is the percentage of Compensation elected to be deferred; and
|
(ii)
|
The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any)
|
(a)
|
Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.1, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are (or would) otherwise credited to Participants' accounts under the Profit Sharing Plan.
|
(b)
|
Credits to a Basic or Additional Excess 401(k) Sub-Account for the Basic and Additional Excess 401(k) Benefits described in Section 3.2, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from making a Before-Tax and/or Roth Contribution under the Profit Sharing Plan.
|
(c)
|
Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.3, which amounts shall be credited to the Sub-Account when a 401(k) Employee is prevented from receiving Matching Employer Contributions under the Profit Sharing Plan.
|
(d)
|
Credits to all Sub-Accounts for the earnings and the uplift described in Article V.
|
(e)
|
Debits for any distributions made from the Sub-Accounts.
|
(a)
|
The Compensation Committee of Hyster-Yale Materials Handling, Inc. may change (or suspend) (i) the earnings rate credited on Accounts and/or (ii) the amount of the uplift under the Plan at any time.
|
(b)
|
Notwithstanding any provision of the Plan to the contrary, in no event will earnings on Accounts for a Plan Year (excluding the uplift under Section 5.2) be credited at a rate which exceeds 14%.
|
(a)
|
Payments Violating Applicable Law.
Notwithstanding any provision of the Plan to the contrary, the payment of all or any portion of the amounts payable hereunder will be deferred to the extent that the Company reasonably anticipates that the making of such payment would violate Federal securities laws or other applicable law (provided that the making of a payment that would cause income taxes or penalties under the Code shall not be treated as a violation of applicable law). The deferred amount shall become payable at the earliest date at which the Company reasonably anticipates that making the payment will not cause such violation.
|
(b)
|
Delayed Payments due to Solvency Issues
. Notwithstanding any provision of the Plan to the contrary (but except as otherwise provided in Article X), an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.
|
(c)
|
Key Employees
. Notwithstanding any provision of the Plan to the contrary, to the extent the payment of a Sub-Account is subject to Code Section 409A, the payment of such Sub-Account to a Key Employee made on account of a Termination of Employment may not be made before the 1
st
day of the seventh month following such Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO (as specified in Section 8.5) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (e) below). Any amounts that are otherwise payable to the Key Employee during the 6-month period following his Termination of Employment shall be accumulated and paid in a lump sum make-up payment within 30 days following the 1
st
day of the 7
th
month following Termination of Employment.
|
(d)
|
Acceleration of Payments
. Notwithstanding any provision of the Plan to the contrary, to the extent a Sub-Account is subject to 409A, payments such Sub-Account hereunder may be accelerated (i) to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of interest laws or agreements or (ii) to the extent necessary to pay the FICA taxes imposed on benefits hereunder under Code Section 3101, and the income withholding taxes related thereto. Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the requirements of Code Section 409A; provided that the amount of such payment may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.
|
(e)
|
Witholding/Taxes
. To the extent required by applicable law, the Employer shall withhold from the Excess Retirement Benefits hereunder, any income, employment or other taxes required to be withheld therefrom by any government or governmental agency.
|
(a)
|
Subject to Subsection (b), no right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.
|
(b)
|
Notwithstanding the foregoing, the Plan Administrator shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the
|
(a)
|
In General
. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is entitled to Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator's determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.3 and 9.4 hereof.
|
(b)
|
Delegation of Duties
. The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Benefits, to a named administrator or administrators.
|
(a)
|
The Plan Administrator shall determine the rights of any person to any Benefits hereunder. Any person who believes that he has not received the Benefits to which he is entitled under the Plan must file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing.
|
(b)
|
A written denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include: (i) the specific reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the claim review procedure and the time limits applicable thereto (including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review).
|
(c)
|
A claimant whose claim is denied (or his duly authorized representative) who wants to contest that decision must file with the Plan Administrator a written request for a review of such claim within 60 days after receipt of denial of a claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Compensation Committee of Hyster-Yale Materials Handling, Inc. (or its delegate) shall conduct a full and fair review of such claim. During such review, the claimant shall be given the opportunity to review documents that are pertinent to his claim and to submit issues and comments in writing. For this purpose, the Compensation Committee of Hyster-Yale Materials Handling, Inc. (or its delegate) shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.1(a) above.
|
(d)
|
The Compensation Committee of Hyster-Yale Materials Handling, Inc. (or its delegate) shall mail or deliver to the claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and, to the extent permitted by law, shall be final and binding on all interested persons. In addition, the notice of adverse determination shall also include statements that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.
|
(a)
|
Subject to Subsection (b), the Company (without the consent of any Employer but with the approval or ratification of the Compensation Committee of Hyster-Yale Materials Handling, Inc.), in its sole discretion, may terminate this Plan at any time and for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such termination may (i) reduce the amount of any Participant's vested Benefit as of the date of such termination or (ii) alter the payment provisions described in Article VII of the Plan, except for changes that are required to bring such provisions into compliance with the requirements of, or exceptions to, Code Section 409A or that accelerate the time of payment (in a manner permitted under Code Section 409A as applied to any Sub-Account that is subject to the requirements of Code Section 409A). Any such termination shall be expressed in the form of a written instrument executed by an officer of the Company on the order of the Compensation Committee of Hyster-Yale Materials Handling, Inc. Subject to the foregoing provisions of this Section, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants at a time determined by the Plan Administrator.
|
(b)
|
Notwithstanding anything in the Plan to the contrary, in the event of a termination of the Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the right to change the time and form of distribution of Participants' Excess Retirement Benefits but only to the extent such change is permitted by Code Section 409A and Treasury Regulations or other guidance issued thereunder.
|
(a)
|
Any Controlled Group Member may adopt the Plan with the written consent of the Company (with the approval or ratification of the Company’s Benefits Committee). Any such adopting employer must (i) execute an instrument evidencing such adoption and (ii) file a copy of such Instrument with the Plan Administrator. Such adoption may be subject to such terms and conditions as the Company requires or approves. By this adoption of the Plan, Employers other than the Company shall be deemed to authorize the Company to take any actions within the authority of the Company under the terms of the Plan.
|
(b)
|
Notwithstanding the foregoing, in the case of any Employer that adopts the Plan and thereafter (i) ceases to exist, (ii) ceases to be a Controlled Group Member or (iii) withdraws or is eliminated from the Plan, it shall not thereafter be considered an Employer hereunder provided, however, that such terminating Employer shall continue
|
(c)
|
Any Employer (other than the Company) that adopts this Plan may elect separately to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it; provided, however, that (i) such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder, and (ii) such termination shall be subject to the limitations and other conditions described in Section 9.6, treating the Employer as if it were the Company.
|
(a)
|
Subject to the provisions of Subsections (b) and (c) hereof, each Employer shall be liable for the payment of the Excess Retirement Benefits which are payable hereunder to or on behalf of its Employees.
|
(b)
|
Notwithstanding the foregoing, if an Excess Retirement Benefit payable to or on behalf of a Participant is based on the Participant's employment with more than one Employer the following provisions shall apply:
|
(i)
|
Upon a transfer of employment, the Participant's Sub-Accounts shall be transferred from the prior Employer to the new Employer and Excess Retirement Benefits (and earnings) shall continue to be credited to the Sub-Accounts following the transfer (to the extent otherwise required under the terms of the Plan). Subject to Section 10.4(b)(ii)(3), the last Employer of the Participant shall be responsible for processing the payment of the entire amount which is allocated to the Participant's Sub Accounts hereunder; and
|
(ii)
|
Notwithstanding the provisions of clause (i), (1) each Employer shall be solely liable for the payment of the amounts credited to a Participant's Account which were earned by the Participant while he was employed by that Employer; (2) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant's distribution; (3) if any responsible Employer is insolvent at the time of distribution, the last Employer shall not be required to make a distribution to the Participant with respect to amounts which are allocable to service with that Employer (until the payment date specified in Section 7.5(c)); and (4) each Employer shall (to the extent permitted by applicable law) receive an income tax deduction for the Employer's allocable share of the Participant's distribution.
|
|
By:
|
/s/ Charles A. Bittenbender
|
|
|
Title: Charles A. Bittenbender Senior Vice President, General Counsel and Secretary
|
(1)
|
NACCO Materials Handling Ltd
, a company registered in accordance with the Companies Acts with company number 02636775 and having its registered office at Centennial House, Building 4.5, Frimley Business Park, Frimley, Surrey, GU16 7SG (
Company
).
|
(2)
|
Ralf Mock
who, albeit working and residing in the UK, has a place of residence at Wiesbadenerstrasse.71, D-61462, Koenigstein, Germany (
Employee
).
|
(A)
|
The Employee was employed by the Company under a UK employment contract and was based in the UK for the duration of his employment with the Company.
|
(B)
|
The Employee's employment with the Company terminated on 15 April 2015.
|
(C)
|
The parties have entered into this agreement to record and implement the terms on which they have agreed to settle any claims which the Employee has or may have in connection with his employment or its termination or otherwise against the Company or its officers or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this agreement, and including, in particular, the statutory complaints which the Employee raises in this agreement. It is the parties' intention that each Affiliate should be able to enforce any rights it has under this agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.
|
(D)
|
The parties intend this agreement to be an effective waiver of any such claims and to satisfy the conditions relating to settlement agreements and compromise contracts in the relevant legislation.
|
1.
|
INTERPRETATION
|
1.1
|
Definitions:
|
1.2
|
The headings in this agreement are inserted for convenience only and shall not affect its construction.
|
1.3
|
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
|
1.4
|
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
|
1.5
|
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
|
1.6
|
The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
|
2.
|
ARRANGEMENTS ON TERMINATION
|
2.1
|
The Employee's employment with the Company terminated on 15 April 2015. (
Termination Date
).
|
2.2
|
The Company has paid the Employee his salary up to the Termination Date in the usual way.
|
2.3
|
The Company has provided benefits to the Employee in the usual way up to the Termination Date.
|
2.4
|
The Company shall continue to fund private healthcare cover and life assurance for the Employee which, where reasonably practicable, will be subject to the same terms and conditions and on the same basis as applied immediately prior to the Termination Date or on terms and conditions which are as similar as reasonably possible, for the period from the Termination Date up to and including 14 April 2016.
|
2.5
|
The Company shall deduct from the Termination Payment due to the Employee under this agreement any outstanding sums due from the Employee to the Company including the sum of
£5,048.78 in respect of annual leave taken by the Employee beyond the entitlement he had accrued at the Termination Date.
|
2.6
|
The payments and benefits in this clause 2 shall be subject to the income tax and National Insurance contributions that the Company is obliged by law to pay or deduct.
|
2.7
|
The Employee shall submit on or before 31 July 2015 his expenses claims in the usual way and the Company shall reimburse the Employee for any expenses properly incurred before the Termination Date in the usual way. Any expenditure on his Company credit card which was not properly incurred by him on the Company's business or for which he cannot produce appropriate receipts will be deducted from the payments due under this agreement.
|
3.
|
TERMINATION PAYMENT
|
3.1
|
Subject to and conditional on the Employee complying with the terms of this agreement, the Company shall within 14 days of the later of: 1) receipt by the Company of a copy of this agreement signed by the Employee together with a signed letter from the Adviser as set out in Schedule 3 and signed letters from the Employee set out in Schedule 4; and 2) 1 August 2015:
|
(a)
|
Compensation in lieu of notice of £410,454 comprising:
|
(i)
|
£291,711 as compensation in lieu of 12 months’ salary;
|
(ii)
|
£13,326 as compensation in lieu of 12 months’ car allowance;
|
(iii)
|
£42,356 compensation in lieu of any expected payments under the Annual Incentive Plan; and
|
(iv)
|
£63,061 compensation in lieu of any expected payments under the 2015 Long Term Incentive Plan.
|
(b)
|
£162,796 as compensation for loss of office.
|
3.2
|
The Company and the Employee believe that the payment in clause 3.1(A) and the first £30,000 of the payment in clause 3.1(B) will be tax free. The Company shall deduct income tax and National Insurance contributions from the remainder of the Termination Payment and the payments in clauses 3.3 and 12.6 at the appropriate rate. The Employee shall be responsible for any further tax and employee's National Insurance contributions which are due or become in respect of the Termination Payment and the payments in clauses 3.3 and 12.6 and shall indemnify the Company in respect of such liability in accordance with clause 7.
|
3.3
|
The Company shall pay the Employee’s vested entitlement under the Long Term Incentive Plan for years 2012, 2013 and 2014, which amounts are detailed below and will be paid as follows, subject to deductions of tax and National Insurance contributions. (For the avoidance of doubt
|
(a)
|
US$271,370.46 in respect of 2012 will be paid before the end of March 2016;
|
(b)
|
US$320,489.46 in respect of 2013 will be paid before the end of March 2017; and
|
(c)
|
US$128,923.00 in respect of 2014 will be paid before the end of March 2018.
|
3.4
|
It is agreed that, in respect of the Termination Payment and the payment in clause 12.6, the Company shall apply tax code OT and “the appropriate rate” for deductions of tax and National Insurance contributions referred to in clause 3.2 shall be as follows:
|
(a)
|
the first £30,000 of the Termination Payment shall be paid without deductions for tax and National Insurance contributions with the remainder of the Termination Payment subject to deductions of tax only;
|
(b)
|
the payment at clause 12.6 shall be paid after deductions of tax and National Insurance contributions;
|
(c)
|
tax will be deducted from [the remainder of the Termination Payment referred to in clause 3.4 (a) less deduction of the sums at clause 2.5 plus the payment in clause 12.6] as follows:
|
(i)
|
the first £2,648.75 shall be taxed at 20%
|
(ii)
|
the following £9,851.25 shall be taxed at 40%; and
|
(iii)
|
the remaining sum shall be taxed at 45%.
|
(d)
|
National Insurance contributions shall be deducted from the payment set out in clause 12.6 as follows:
|
(i)
|
£0 to £672 at 0%;
|
(ii)
|
£673 to £3,531 at 12%; and
|
(iii)
|
the remaining £16,469 at 2%.
|
3.5
|
Should the Company become aware, before making payment to the Employee, of any obligation on its part to deduct tax and/or National Insurance contributions in respect of the payment in clause 3.1(A) it shall make such deductions of tax and National Insurance contributions as it is required by law to make before making payment to the Employee.
|
4.
|
PENSION
|
5.
|
LEGAL FEES
|
6.
|
WAIVER OF CLAIMS
|
6.1
|
The Employee agrees that the terms of this agreement are offered by the Company without any admission of liability on the part of the Company and are in full and final settlement of all and any claims or rights of action that the Employee has or may have against the Company or its officers or employees whether arising out of his employment with the Company or its termination or from events occurring after this agreement has been entered into, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this agreement in any jurisdiction and including, but not limited to, the claims specified in Schedule 2 (each of which is hereby intimated and waived).
|
6.2
|
The waiver in clause 6.1 shall not apply to the following:
|
(a)
|
any claims by the Employee to enforce this agreement;
|
(b)
|
claims in respect of personal injury of which the Employee is not aware and could not reasonably be expected to be aware at the date of this agreement; and
|
(c)
|
any claims in relation to accrued entitlements under the pension scheme.
|
6.3
|
The Employee warrants that:
|
(a)
|
before entering into this agreement he received independent advice from the Adviser as to the terms and effect of this agreement and, in particular, on its effect on his ability to pursue any complaint before an employment tribunal or other court;
|
(b)
|
the Adviser has confirmed to the Employee that they are a solicitor holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by the Employee in respect of any loss arising in consequence of their advice;
|
(c)
|
the Adviser shall sign and deliver to the Company a letter in the form attached as Schedule 3 to this agreement;
|
(d)
|
before receiving the advice the Employee disclosed to the Adviser all facts and circumstances that may give rise to a claim by the Employee against the Company or its officers or employees;
|
(e)
|
the only claims that the Employee has or may have against the Company or its officers or employees (whether at the time of entering into this agreement or in the future) relating to his employment with the Company or its termination are specified in clause 6.1; and.
|
(f)
|
the Employee is not aware of any facts or circumstances that may give rise to any claim against the Company or its officers or employees other than those claims specified in clause 6.1.
|
6.4
|
The Employee acknowledges that the conditions relating to settlement agreements and compromise contracts under all and any relevant legislation, including but not limited to section 203(3) of the Employment Rights Act 1996 and regulation 35(3) of the Working Time Regulations 1998 have been satisfied.
|
6.5
|
The waiver in clause 6.1 shall have effect irrespective of whether or not, at the date of this agreement, the Employee is or could be aware of such claims or have such claims in his express contemplation (including such claims of which the Employee becomes aware after the date of this agreement in whole or in part as a result of new legislation or the development of common law or equity).
|
6.6
|
The Employee agrees that, except for the payments and benefits provided for in this agreement including those outlined in clause 3.3, and subject to the waiver in clause 6.1, he shall not be eligible for any further payment from the Company relating to his employment or its termination and without limitation to the generality of the foregoing, he expressly waives any right or claim that he has or may have to payment of bonuses, any benefit or award programme or grant of equity interest, or to any other benefit, payment or award he may have received had his employment not terminated.
|
7.
|
EMPLOYEE INDEMNITIES
|
7.1
|
The Employee shall indemnify the Company on a continuing basis in respect of any income tax or National Insurance contributions (save for employers' National Insurance contributions) due in respect of the payments and benefits included in this agreement (and any related interest, penalties, costs and expenses save such as are incurred solely as a result of the Company’s default or delay in complying with its obligations to or responding to HM Revenue and Customs or other competent body). The Company shall give the Employee reasonable notice of any demand for tax which may lead to liabilities on the Employee under this indemnity and shall provide him with reasonable access to any documentation he may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent the Company from complying with its legal obligations with regard to HM Revenue and Customs or other competent body).
|
7.2
|
If the Employee breaches any material provision of this agreement or pursues a claim against the Company other than those preserved under clause 6.2, he agrees to: (i) immediately repay to the Company the Termination Payment (which shall be recoverable as a debt); and (ii) indemnify the Company for any losses suffered as a result thereof, including all reasonable legal and professional fees incurred in defending or resolving the claim.
|
8.
|
COMPANY PROPERTY AND INFORMATION
|
8.1
|
The Employee shall, before 31 July 2015, return to John Short, Vice President Human Resources, EMEA, Centennial House, Building 4.5, Frimley Business Park, Frimley, Surrey, GU16 7SG:
|
(a)
|
all Confidential Information and Copies;
|
(b)
|
all property belonging to the Company in satisfactory condition including (but not limited to) any car (together with the keys and all documentation relating to the car), fuel card, company credit card, keys, security pass, identity badge, mobile telephone, pager, lap-top computer or fax machine; and
|
(c)
|
all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by him during his employment with the Company or relating to the business or affairs of the Company or its business contacts,
|
8.2
|
The Employee shall, before 31 July 2015, erase irretrievably any information relating to the business or affairs of the Affiliates or the Company or its or their business contacts from computer and communications systems and devices owned or used by him outside the premises of the Company, including such systems and data storage services provided by third parties (to the extent technically practicable).
|
8.3
|
The Employee shall, by 31 July 2015, provide a signed statement that he has complied fully with his obligations under clause 8.1 and clause 8.2 and, within 14 days of a request to do so, shall provide the Board with such reasonable evidence of compliance as may be requested.
|
9.
|
EMPLOYEE WARRANTIES AND ACKNOWLEDGMENTS
|
9.1
|
As at the date of this agreement, the Employee warrants and represents to the Company that there are no circumstances of which the Employee is aware or of which the Employee ought reasonably to be aware which would amount to a repudiatory breach by the Employee of any express or implied term of the Employee's contract of employment which would entitle (or would have entitled) the Company to terminate the Employee's employment without notice or payment in lieu of notice and any payment to the Employee pursuant to clause 3 is conditional on this being so.
|
9.2
|
As at the date of this agreement, the Employee warrants and represents to the Company that he has not received or accepted and does not expect to receive or accept any particular offer which will provide him with any form of income or benefits at any time after the Termination Date and any payment to the Employee pursuant to clause 3 is conditional on this being so.
|
9.3
|
As at the date of this agreement, the Employee warrants and represents to the Company that there are no circumstances which might require the Company to deduct more tax or National Insurance contributions than as set out in clauses 3.2 and 3.4 including in relation to any annual or lifetime allowances in respect of pension contributions.
|
9.4
|
The Employee agrees to make himself available to, and to cooperate with, the Company and/or its advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings. The Employee acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to
|
9.5
|
The Employee acknowledges that he is not entitled to any compensation for the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company in which he may have participated other than the payments in clause 3, including but not limited to the Long Term Incentive Plan or the Annual Incentive Plan, and hereby waives and settles any other such rights.
|
10.
|
REFERENCE
|
11.
|
RESIGNATION FROM OFFICES
|
11.1
|
The Employee hereby acknowledges that he is no longer a Director of
NACCO Materials Handling France SA and Hyster-Yale Materials Handling GmbH and hereby resigns as a Director of the Company and from his positions as:
|
(a)
|
Supervisory Board Member, NACCO Materials Handling B.V.
|
(b)
|
Director, Yale Materials Handling UK Limited.
|
(c)
|
Director, NACCO Materials Handling SpA (Italy).
|
11.2
|
The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name in order to give the Company (or its nominee, including any of the organisations listed in this clause) the full benefit of the provisions of this clause.
|
11.3
|
The Employee shall deliver to John Short a fully signed and completed copy of each of the letters in the form set out at Schedule 4 on or before 31 July 2015 and any other such document as the Company may reasonably require him to provide to effect his resignation from any office,
|
11.4
|
The Employee hereby acknowledges and confirms that he has no claim or right of action of any kind for compensation or otherwise against the Company or any of the organisations listed above or any of its or their officers or employees in respect of the termination of his office or otherwise. To the extent that any such claim or right of action exists or may exist, he irrevocably waives such claim or right of action and releases and forever discharges the Company, each of the organisations listed above, its and their officers and employees from all and any liability in respect thereof.
|
11.5
|
The Company hereby agrees to maintain, and to procure that the organisations detailed in this clause maintain appropriate Director’s and Officer’s Liability Insurance cover in respect of residual liabilities for the acts and omissions of the Employee on equivalent terms to those applying to the remaining Directors.
|
12.
|
CONFIDENTIALITY
|
12.1
|
The Employee acknowledges that, as a result of his employment, he has had access to Confidential Information. Without prejudice to his common law duties, the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date:
|
(a)
|
use any Confidential Information; or
|
(b)
|
make or use any Copies; or
|
(c)
|
disclose any Confidential Information to any person, company or other organisation whatsoever.
|
12.2
|
The restrictions in clause 12.1 do not apply to any Confidential Information which is in or comes into the public domain other than through the Employee's unauthorised disclosure.
|
12.3
|
The Employee and the Company confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of the Employee's employment confidential, save where such disclosure is to HM Revenue & Customs, required by law, authorised in writing by the other party to this agreement or (where necessary or appropriate) to:
|
(a)
|
(by the Employee) the Employee's immediate family or legal or professional advisers or recruitment consultants engaged by him, provided that they agree to keep the information confidential; or
|
(b)
|
(by the Employee) the Employee's insurer for the purposes of processing a claim for loss of employment; or
|
(c)
|
(by the Company or its Affiliates) to the officers, employees or legal or professional advisers of the Company and/or its Affiliates, provided that they agree to keep the information confidential.
|
12.4
|
The Employee shall not make any adverse or derogatory comment about the Affiliates or the Company, its or their officers or employees and the Company shall use reasonable endeavours to ensure that its employees and officers shall not make any adverse or derogatory comment about the Employee. The Employee shall not do anything which shall, or may, bring the Affiliates or the Company, its officers or employees into disrepute and the Company shall use reasonable endeavours to ensure that its employees and officers shall not do anything which shall, or may, bring the Employee into disrepute.
|
12.5
|
Nothing in this clause shall prevent the Employee from making a protected disclosure under section 43A of the Employment Rights Act 1996 or from making such disclosure as he is required by law to make and nothing in this clause shall prevent the Company from making such disclosure as it is required by law to make.
|
12.6
|
The Company shall pay £20,000 to the Employee as consideration for his entering into the restrictions in this clause, such sum to be paid within 14 days of the later of the dates set out at clause 3.1. The Company shall deduct income tax and National Insurance contributions from this sum.
|
12.7
|
In the event of his non compliance with this clause the Employee shall: (i) immediately repay to the Company the payment set out in clause 12.6 (which shall be recoverable as a debt); (ii) indemnify the Company in respect of any losses it incurs as a result of his breach including loss of income and legal expenses incurred in considering any action against him; and (iii) in the event of the Company choosing to seek to pursue legal action against the Employee (whether by action for injunction, damages or otherwise) indemnify the Company in respect of any losses it incurs from that attempted or successful enforcement including any legal fees or other professional fees.
|
13.
|
ENTIRE AGREEMENT
|
13.1
|
Each party on behalf of itself agrees with the other party that:
|
(a)
|
this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;
|
(b)
|
in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and
|
(c)
|
it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
|
13.2
|
Nothing in this clause shall limit or exclude any liability for fraud.
|
14.
|
VARIATION
|
15.
|
THIRD PARTY RIGHTS
|
15.1
|
Except as expressly provided elsewhere in this agreement, no person other than the Affiliates, the Employee and the Company shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
|
15.2
|
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
|
16.
|
GOVERNING LAW
|
17.
|
JURISDICTION
|
18.
|
SUBJECT TO CONTRACT AND WITHOUT PREJUDICE
|
19.
|
COUNTERPARTS
|
•
|
Sales and Marketing
|
•
|
Aftermarket
|
•
|
Manufacturing
|
•
|
Finance
|
•
|
Human Resources
|
(a)
|
for breach of contract or wrongful dismissal;
|
(b)
|
for unfair dismissal, under section 111 of the Employment Rights Act 1996;
|
(c)
|
in relation to the right to a written statement of reasons for dismissal, under section 93 of the Employment Rights Act 1996;
|
(d)
|
in relation to an unlawful deduction from wages under section 23 of the Employment Rights Act 1996;
|
(e)
|
in relation to written employment particulars and itemised pay statements, under section 11 of the Employment Rights Act 1996;
|
(f)
|
in relation to working time or holiday pay, under regulation 30 of the Working Time Regulations 1998;
|
(g)
|
for failure to comply with obligations under the Data Protection Act 1998;
|
(h)
|
arising as a consequence of the United Kingdom's membership of the European Union.
|
/s/ Ralf Mock
|
|
|
Signed as a deed by RALPH MOCK
|
|
[SIGNATURE OF DIRECTOR]
|
|
|
|
in the presence of:
|
|
|
/s/ Claudia Mock
|
|
|
SIGNATURE OF WITNESS
|
|
|
NAME OF WITNESS:
|
|
|
Claudia Mock
|
|
|
ADDRESS OF WITNESS:
|
|
|
|
|
|
|
|
|
OCCUPATION OF WITNESS:
|
|
|
|
|
|
|
|
|
On [date] at
|
|
[location]
|
22 July 2015
|
|
Koenigstein
|
/s/ Ralf Mock
|
|
|
RALPH MOCK
|
|
|
|
|
|
Date: 22 July 2015
|
|
|
/s/ Ralf Mock
|
|
|
RALPH MOCK
|
|
|
|
|
|
Date: 22 July 2015
|
|
|
On 22 July 2015
|
|
Koenigstein
|
|
|
|
Signed as a deed by Ralf Mock
|
|
|
/s/ Ralf Mock
|
|
|
|
|
|
in the presence of:
|
|
|
/s/ Claudia Mock
|
|
|
SIGNATURE OF WITNESS
|
|
|
NAME OF WITNESS:
|
|
Claudia Mock
|
ADDRESS OF WITNESS:
|
|
|
|
|
|
|
|
|
OCCUPATION OF WITNESS:
|
|
Spouse
|
|
|
|
On [date] at
|
|
[location]
|
22 July 2015
|
|
Koenigstein
|
Name
|
Incorporation
|
|
|
Hiroshima Yale Co., Ltd.
|
Japan (20%)
|
Hyster (H.K.) Limited
|
Hong Kong (PRC)
|
Hyster Overseas Capital Corporation, LLC
|
Delaware
|
Hyster Singapore Pte Ltd
|
Singapore
|
Hyster-Yale Australia Holding Pty Ltd.
|
Australia
|
Hyster-Yale Asia-Pacific Pty, Ltd.
|
Australia
|
Hyster-Yale Canada ULC
|
Canada
|
Hyster-Yale Capital Holding B.V.
|
Netherlands
|
Hyster-Yale Deutschland GmbH
|
Germany
|
Hyster-Yale Distribution B.V.
|
Netherlands
|
Hyster-Yale France S.A.R.L.
|
France
|
Hyster-Yale Group, Inc.
|
Delaware
|
Hyster-Yale Group Limited
|
United Kingdom
|
Hyster-Yale Holding B.V.
|
Netherlands
|
Hyster-Yale International B.V.
|
Netherlands
|
Hyster-Yale Italia SpA
|
Italy
|
Hyster-Yale Nederland B.V.
|
Netherlands
|
Hyster-Yale UK Limited
|
United Kingdom
|
Hyster-Yale UK Pension Co. Limited
|
United Kingdom
|
Hyster-Yale Mauritius
|
Mauritius
|
NACCO Materials Handling Group Brasil Ltda.
|
Brazil
|
NMHG Distribution Pty. Limited
|
Australia
|
NMHG Financial Services, Inc.
|
Delaware (20%)
|
NMHG India Engineering and Support Services Private Ltd.
|
India
|
NMHG Mexico S.A. de C.V.
|
Mexico
|
NMHG Oregon, LLC
|
Oregon
|
Nuvera Fuel Cells Europe Srl
|
Italy
|
Nuvera Fuel Cells, LLC.
|
Delaware
|
Onoda Industry Co. Ltd.
|
Japan (20%)
|
Proton Acquisition, LLC
|
Delaware
|
Shanghai Hyster Forklift, Ltd.
|
China (75%)
|
Shanghai Hyster International Trading Co. Ltd.
|
China
|
Shiga Yale Co., Ltd.
|
Japan (50%)
|
SNP Estate Corporation
|
Philippines (50%)
|
Suminac Philippines, Inc.
|
Philippines (50%)
|
Sumitomo NACCO Materials Handling Co., Ltd.
|
Japan (50%)
|
Sumitomo NACCO Materials Handling Sales Co., Ltd.
|
Japan (50%)
|
Sumitomo NACCO Materials Handling (Vietnam) Co., Ltd.
|
Vietnam (50%)
|
Tohoku Shinko Co., Ltd.
|
Japan (28%)
|
Tokai Shinko Co., Ltd.
|
Japan (15%)
|
Weil Corporation
|
Philippines (50%)
|
Yale Materials Handling UK Ltd.
|
United Kingdom
|
(1)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;
|
(2)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;
|
(3)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 750,000 shares of Class A common stock;
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 17, 2016
|
|
|
|
/s/ J.C. Butler, Jr.
|
|
February 10, 2016
|
|
John C. Butler, Jr.
|
|
Date
|
|
/s/ Carolyn Corvi
|
|
February 10, 2016
|
|
Carolyn Corvi
|
|
Date
|
|
/s/ John P. Jumper
|
|
February 10, 2016
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 10, 2016
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ F. Joseph Loughrey
|
|
February 10, 2016
|
|
F. Joseph Loughrey
|
|
Date
|
|
/s/ Claiborne R. Rankin
|
|
February 10, 2016
|
|
Claiborne R. Rankin
|
|
Date
|
|
/s/ John M. Stropki
|
|
February 10, 2016
|
|
John M. Stropki
|
|
Date
|
|
/s/ Britton T. Taplin
|
|
February 10, 2016
|
|
Britton T. Taplin
|
|
Date
|
|
/s/ Eugene Wong
|
|
February 10, 2016
|
|
Eugene Wong
|
|
Date
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 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
|
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 17, 2016
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 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
|
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 17, 2016
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date:
|
February 17, 2016
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
Date:
|
February 17, 2016
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|