HYSTER-YALE MATERIALS HANDLING, INC. (Form: 10-K, Received: 02/28/2017 18:33:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K



(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2016



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-54799

HYSTER-YALE MATERIALS HANDLING, INC.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		31-1637659 (I.R.S. Employer Identification No.)

5875 Landerbrook Drive, Suite 300, Cleveland, Ohio (Address of principal executive offices)		44124-4069 (Zip Code)

Registrant's telephone number, including area code: (440) 449-9600

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Class A Common Stock, Par Value $0.01 Per Share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Class B Common Stock, Par Value $0.01 Per Share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES o NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES o NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer x	Non-accelerated filer o Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

YES o NO x

Aggregate market value of Class A Common Stock and Class B Common Stock held by non-affiliates as of June 30, 2016 (the last business day of the registrant's most recently completed second fiscal quarter): $670,667,892

Number of shares of Class A Common Stock outstanding at February 24, 2017 : 12,474,264

Number of shares of Class B Common Stock outstanding at February 24, 2017 : 3,920,764

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement for its 2017 annual meeting of stockholders are incorporated herein by reference in Part III of this Form 10-K.

HYSTER-YALE MATERIALS HANDLING, INC.

TABLE OF CONTENTS



			PAGE
PART I.
	Item 1.	BUSINESS	1
	Item 1A.	RISK FACTORS	6
	Item 1B.	UNRESOLVED STAFF COMMENTS	10
	Item 2.	PROPERTIES	10
	Item 3.	LEGAL PROCEEDINGS	11
	Item 4.	MINE SAFETY DISCLOSURES	11
	Item 4A.	EXECUTIVE OFFICERS OF THE REGISTRANT	11
PART II.
	Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
	Item 6.	SELECTED FINANCIAL DATA	13
	Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
	Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
	Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	33
	Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	33
	Item 9A.	CONTROLS AND PROCEDURES	33
	Item 9B.	OTHER INFORMATION	34
PART III.
	Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	34
	Item 11.	EXECUTIVE COMPENSATION	34
	Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	34
	Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	35
	Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	35
PART IV.
	Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	35
SIGNATURES			36
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			F-1
EXHIBIT INDEX			X-1

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PART I

Item 1. BUSINESS

General

Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") and its subsidiaries, including its operating company Hyster-Yale Group, Inc. ("HYG"), is a leading, globally integrated, full-line lift truck manufacturer. The Company offers a broad array of solutions aimed at meeting the specific materials handling needs of its customers, including attachments and hydrogen fuel cell power products, telematics, automation and fleet management services, as well as an array of other power options for its lift trucks. The Company, headquartered in Cleveland, Ohio, through HYG designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally primarily under the Hyster ^® and Yale ^® brand names, mainly to independent Hyster ^® and Yale ^® retail dealerships. Lift trucks and component parts are manufactured in the United States, Northern Ireland, Mexico, Italy, the Netherlands, Vietnam, Japan, the Philippines, Brazil and China. Hyster-Yale was incorporated as a Delaware corporation in 1999.

The Company also operates Nuvera Fuel Cells, LLC ("Nuvera"). Nuvera is an alternative-power technology company focused on fuel-cell stacks and related systems. Nuvera also supports on-site hydrogen production and dispensing systems that are designed to deliver clean energy solutions to customers.

As a result of the acquisition of Nuvera, the Company intends to commercialize Nuvera's research and technology to provide for the integration of this fuel-cell technology across large parts of the Company's lift truck product range. The Company expects to be able to offer its Hyster ^® and Yale ^® customers an integrated, factory-fitted fuel-cell solution, as well as associated hydrogen generation and delivery capability. In addition, the Company expects to offer aftermarket solutions designed to be used in electric-powered lift truck brands in the market today.

On April 1, 2016, the Company completed the acquisition of the majority interest in Bolzoni S.p.A. ("Bolzoni"). On July 6, 2016, the Company completed the acquisition of the remaining outstanding interest in Bolzoni. Bolzoni is a leading worldwide producer of attachments, forks and lift tables marketed under the Bolzoni Auramo and Meyer brand names. The acquisition allows the Company to provide integrated solutions for attachments and lift trucks and expand market reach while leveraging Bolzoni’s manufacturing capacity. Bolzoni products are manufactured in Italy, China, Germany, Finland and the United States. Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift-truck attachments and industrial material handling.

The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports available, free of charge, through its website, www.hyster-yale.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

Business Segments

The Company operates five reportable segments: the Americas, EMEA, JAPIC, Bolzoni and Nuvera. See Note 3 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion.

Manufacturing and Assembly

The Company manufactures components, such as frames, masts and transmissions, and assembles lift trucks in the market of sale whenever practical to minimize freight cost and balance currency mix. In some instances, however, it utilizes one worldwide location to manufacture specific components or assemble specific lift trucks. Additionally, components and assembled lift trucks are exported to locations when it is advantageous to meet demand in certain markets. The Company operates twelve lift truck manufacturing and assembly facilities worldwide with five plants in the Americas, three in EMEA and four in JAPIC, including joint venture operations. In addition, the Company operates seven Bolzoni manufacturing facilities worldwide.

Sales of lift trucks represented approximately 77% of the Company’s annual revenues in 2016 (approximately 50% internal combustion engine units and approximately 27% electric units), and 82% and 83% in 2015 and 2014 , respectively. Service, rental and other revenues were approximately 6% in 2016 , 5% in 2015 and 4% in 2014 . Bolzoni's revenues were approximately 4% in 2016 .

During 2016 , the Company’s retail shipments of lift trucks in North America by end market were approximately 21% to the manufacturing market, approximately 18% to the wholesale distribution market, approximately 14% to the home centers and retail market, approximately 13% to the freight and logistics market, approximately 12% to the food and beverage market, approximately 10% to the rental market and approximately 3% to the paper market.

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Aftermarket Parts

The Company offers a line of aftermarket parts to service its large installed base of lift trucks currently in use in the industry. The Company offers online technical reference databases specifying the required aftermarket parts to service lift trucks and an aftermarket parts ordering system. Aftermarket parts sales represented approximately 13% of the Company’s annual revenues in each of 2016 , 2015 and 2014 .

The Company sells Hyster ^® - and Yale ^® -branded aftermarket parts to dealers for Hyster ^® and Yale ^® lift trucks. The Company also sells aftermarket parts under the UNISOURCE™ and PREMIER™ brands to Hyster ^® and Yale ^® dealers for the service of competitor lift trucks. The Company has a contractual relationship with a third-party, multi-brand, aftermarket parts wholesaler in the Americas and EMEA whereby orders from the Company's dealers for parts for lift trucks are fulfilled by the third party who then pays the Company a commission.

Marketing

The Company’s marketing organization is structured in three regional divisions: the Americas; EMEA, which includes Europe, the Middle East and Africa; and JAPIC, which includes Japan, Asia, Pacific, India and China. In each region, certain marketing support functions for the Hyster ^® and Yale ^® brands are carried out by shared services teams. These activities include sales and service training, information systems support, product launch coordination, specialized sales material development, help desks, order entry, marketing strategy and field service support.

Patents, Trademarks and Licenses

The Company relies on a combination of trade secret protection, trademarks, copyrights, and patents to establish and protect the Company's proprietary rights. These intellectual property rights may not have commercial value or may not be sufficiently broad to protect the aspect of the Company's technology to which they relate or competitors may design around the patents. The Company is not materially dependent upon patents or patent protection; however, as materials handling equipment has become more technologically advanced, the Company and its competitors have increasingly sought patent protection for inventions incorporated into their respective products. The Company owns the Hyster ^® ,Yale ^® , Bolzoni Auramo and Meyer trademarks and believes these trademarks are material to its business.

Nuvera relies on a combination of trade secret protection, trademarks, copyrights, and patents to establish and protect its proprietary rights. The Company believes these intellectual property rights are well suited for industrial mobility markets such as lift trucks. The integration of these technologies into commercial solutions will require significant cooperation between HYG and Nuvera product engineering and is a key to developing commercial value from this technology.

Distribution Network

The Company distributes lift trucks and attachments primarily through two channels: independent dealers and a National Accounts program. In addition, the Company distributes aftermarket parts and service for its lift trucks through its independent dealers. The Company’s end-user base is diverse and fragmented, including, among others, light and heavy manufacturers, trucking and automotive companies, rental companies, building materials and paper suppliers, lumber, metal products, warehouses, retailers, food distributors, container handling companies and U.S. and non-U.S. governmental agencies.

Independent Dealers

The Company’s dealers, located in 129 countries, are generally independently owned and operated. In the Americas, Hyster ^® had 20 independent dealers and Yale ^® had 30 independent dealers as of December 31, 2016 . In EMEA, Hyster ^® had 67 independent dealers and Yale ^® had 99 independent dealers as of December 31, 2016 . In JAPIC, Hyster ^® had 50 independent dealers and Yale ^® had 13 independent dealers as of December 31, 2016 . As of December 31, 2016 , the Company had 27 dual-branded dealers in the Americas, three in EMEA and three in JAPIC.

National Accounts

The Company operates a National Accounts program for both Hyster ^® and Yale ^® . The National Accounts program focuses on large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. The National Accounts program accounted for 17%, 16% and 15% of new lift truck unit volume in 2016 , 2015 and 2014 , respectively. The independent dealers support the National Accounts program by providing aftermarket parts and service on a local basis. Dealers receive a commission for the support they provide in connection with National Accounts sales and for the preparation and delivery of lift trucks to customer locations. In addition to selling new lift trucks, the National Accounts program markets services, including full maintenance leases and fleet management.

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Financing of Sales

The Company is engaged in a joint venture with Wells Fargo Financial Leasing, Inc. (“WF”) to provide dealer and customer financing of new lift trucks in the United States. The Company owns 20% of the joint venture entity, HYG Financial Services, Inc. ("HYGFS"), and receives fees and remarketing profits under a joint venture agreement. This agreement has a base term of five years and automatically renews for additional one-year terms unless written notice is given by either party at least 180 days prior to termination. The expiration of the base term is December 2018. The Company accounts for its ownership of HYGFS using the equity method of accounting.

Under the joint venture agreement with HYGFS, the Company’s dealers and certain customers are extended credit for the purchase of lift trucks to be placed in the dealer’s floor plan inventory or the financing of lift trucks that are sold or leased to customers. For some of these arrangements, the Company provides recourse or repurchase obligations to HYGFS or to others. In substantially all of these transactions, a perfected security interest is maintained in the lift trucks financed, so that in the event of a default, the Company has the ability to foreclose on the leased property and sell it through the Hyster ^® or Yale ^® dealer network. Furthermore, the Company has established reserves for exposures under these agreements when required. In addition, the Company has an agreement with WF to limit its exposure to losses at certain eligible dealers. Under this agreement, losses related to guarantees for these certain eligible dealers are limited to 7.5% of their original loan balance. See Notes 17 and 18 to the Consolidated Financial Statements in this Annual Report on Form 10-K for further discussion.

Backlog

The following table outlines the Company's backlog of unfilled orders placed with its manufacturing and assembly operations for new lift trucks:



	December 31, 2016		September 30, 2016		December 31, 2015
Units (in thousands)	29.6		30.6		26.9
Backlog, approximate sales value (in millions)	$	710	$	730	$	660

As of December 31, 2016 , the Company expects substantially all of its backlog of unfilled orders placed with its manufacturing and assembly operations for new lift trucks to be sold during fiscal 2017 . Backlog represents unfilled lift truck orders placed with the Company’s manufacturing and assembly facilities from dealers and National Accounts customers. In general, unfilled orders may be canceled at any time prior to the time of sale; however, the Company can assess cancellation penalties on dealer orders within a certain period prior to initiating production. The dollar value of backlog is calculated using the current unit backlog and the forecasted average sales price per unit.

Key Suppliers and Raw Materials

At times, the Company has experienced significant increases in material costs, primarily as a result of global increases in industrial metals including steel, lead and copper and other commodity products, such as rubber, as a result of increased demand and limited supply. While the Company attempts to pass these increased costs along to its customers in the form of higher prices for its products, it may not be able to fully offset the increased costs of industrial metals and other commodities, due to overall market conditions and the lag time involved in implementing price increases for its products.

A significant raw material required by the Company's manufacturing operations is steel, which is generally purchased from steel producing companies in the geographic area near each of the Company's manufacturing facilities. The other significant components for the Company's lift trucks are axles, brakes, transmissions, batteries and chargers. These components are available from numerous sources in quantities sufficient to meet the Company's requirements. The Company depends on a limited number of suppliers for some of the Company's crucial components, including diesel and gasoline engines, which are supplied by, among others, Power Solutions International, Inc., Kubota Corp., and Cummins Inc., and cast-iron counterweights used to counter balance some lift trucks, which are obtained from, among others, North Vernon Industry Corp. and Eagle Quest International Ltd. Some of these critical components are imported and subject to regulations, such as customary inspection by the U.S. Customs and Border Protection under the auspices of the U.S. Department of Homeland Security, as well as the Company's own internal controls and security procedures. The Company believes comparable alternatives are available for all suppliers.

Competition

The Company is one of the leaders in the lift truck industry with respect to market share in the Americas and worldwide. Competition in the materials handling industry is intense and based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line

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offerings, product performance, product quality and features and the cost of ownership over the life of the lift truck. The Company competes with several global lift truck manufacturers that operate in all major markets, as well as other niche companies. The lift truck industry also competes with alternative methods of materials handling, including conveyor systems and automated guided vehicles and systems.

The Company's aftermarket parts offerings compete with parts manufactured by other lift truck manufacturers, as well as companies that focus solely on the sale of generic parts.

The use of fuel-cell technology in industrial and commercial applications is a relatively new development. Companies implementing such technology face competitors that integrate more traditional energy technologies into their product lines, as well as competitors that have implemented or are implementing alternatives to traditional energy technologies, such as lithium batteries, fuel additives and other high efficiency or “renewable” technologies.

Cyclical Nature of Lift Truck Business

The Company’s lift truck business historically has been cyclical. Fluctuations in the rate of orders for lift trucks and fuel-cell technology reflect the capital investment decisions of the Company’s customers, which depend to a certain extent on the general level of economic activity in the various industries the lift truck customers serve. During economic downturns, customers tend to delay new lift truck and parts purchases. Consequently, the Company has experienced, and in the future may continue to experience, significant fluctuations in its revenues and net income.

Research and Development

The Company’s lift truck research and development capability is organized around four major engineering centers, all coordinated on a global basis by the Company’s global executive administrative center. Products are designed for each brand concurrently and generally each center is focused on the global requirements for a single product line. The Company’s counterbalanced development center, which has global design responsibility for several classes of lift trucks for a highly diverse customer base, is located in Fairview, Oregon. The Company’s big truck development center is located in Nijmegen, the Netherlands, adjacent to a dedicated global big truck assembly facility. Big trucks are primarily used in handling shipping containers and other specialized heavy lifting applications, including steel, concrete and energy-related industries. Warehouse trucks, which are primarily used in distribution applications, are designed based on regional differences in stacking and storage practices. The Company designs warehouse equipment for sale in the Americas market in Greenville, North Carolina, adjacent to the Americas manufacturing and assembly facility. The Company designs warehouse equipment for the European market in Masate, Italy adjacent to its manufacturing and assembly facility for warehouse equipment. The Company also has an engineering Concept Center in the United Kingdom to support advanced design activities and an engineering office in India to support its global design activities for its four major engineering centers.

The Company’s lift truck engineering centers utilize a three-dimensional CAD/CAM system and are interconnected, with all of the Company’s manufacturing and assembly facilities and certain suppliers. This allows for collaboration in technical engineering designs and collaboration with these suppliers. Additionally, the Company solicits customer feedback throughout the design phase to improve product development efforts. The Company invested $74.1 million, $69.1 million and $71.4 million on lift truck product and attachment design and development activities in 2016 , 2015 and 2014 , respectively.

Nuvera has two research and development locations. In the U.S., Billerica, Massachusetts is the primary location for design, development and testing of all of Nuvera’s technologies, including the generation, compression, storage and dispensing of hydrogen, in addition to fuel cells. In Europe, the operations at San Donato, Italy are primarily focused on fuel-cell systems integration and testing. The Company invested $32.9 million and $19.2 million on product design and development activities at Nuvera in 2016 and 2015 , respectively.

Sumitomo-NACCO Joint Venture

The Company has a 50% ownership interest in Sumitomo NACCO Forklift Co., Ltd. (“SN”), a limited liability company that was formed in 1970 primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ^® - and Yale ^® -branded lift trucks and related components and service parts outside of Japan. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each stockholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. As a result, the Company accounts for its ownership in SN using the equity method of accounting. The Company purchases Hyster ^® - and Yale ^® -branded lift trucks and related component and aftermarket parts from SN for sale outside of Japan under agreed-upon terms. The Company also contracts with SN for engineering design services on a cost plus basis and charges SN for technology used by SN but developed by the Company. During 2016 , SN sold approximately 6,300 lift trucks.

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Employees

As of January 31, 2017 , the Company had approximately 6,500 employees. Certain employees in the Danville, Illinois parts depot operations are unionized. The Company’s contract with the Danville union expires in June 2018. Employees at the facilities in Berea, Kentucky; Sulligent, Alabama; and Greenville, North Carolina are not represented by unions. In Brazil, all employees are represented by a union. The Company’s contracts with the Brazilian unions expire annually at which time salaries and certain benefits are negotiated for the following year. In Mexico, certain employees are unionized. The Company’s contract with the Mexico union expires annually in March, at which time salaries are negotiated for the following year. Benefits in Mexico are negotiated every other year.

In Europe, certain employees in the Helsinki, Finland; Salzgitter, Germany; Craigavon, Northern Ireland; Masate, Italy; Piacenza, Italy; San Donato, Italy; and Nijmegen, the Netherlands facilities are unionized. All of the European employees are part of works councils that perform a consultative role on business and employment matters.

The Company believes its current labor relations with both union and non-union employees are generally satisfactory. However, there can be no assurances that the Company will be able to successfully renegotiate its union contracts without work stoppages or on acceptable terms. A prolonged work stoppage at a unionized facility could have a material adverse effect on the Company’s business and results of operations.

Environmental Matters

The Company’s manufacturing operations are subject to laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous substances. The Company’s policies stress compliance, and the Company believes it is currently in substantial compliance with existing environmental laws. If the Company fails to comply with these laws or its environmental permits, it could incur substantial costs, including cleanup costs, fines and civil and criminal sanctions. In addition, future changes to environmental laws could require the Company to incur significant additional expense or restrict operations. Based on current information, the Company does not expect compliance with environmental requirements to have a material adverse effect on the Company’s financial condition or results of operations.

The Company’s products may also be subject to laws and regulations relating to the protection of the environment, including those governing vehicle exhaust. Regulatory agencies in the United States and Europe have issued or proposed various regulations and directives designed to reduce emissions from spark-ignited engines and diesel engines used in off-road vehicles, such as industrial lift trucks. These regulations require the Company and other lift truck manufacturers to incur costs to modify designs and manufacturing processes and to perform additional testing and reporting. While there can be no assurance, the Company believes the impact of the additional expenditures to comply with these requirements will not have a material adverse effect on its business.

The Company is investigating or remediating historical contamination at some current and former sites caused by its operations or those of businesses it acquired. While the Company is not currently aware that any material outstanding claims or obligations exist with regard to these sites, the discovery of additional contamination at these or other sites could result in significant cleanup costs that could have a material adverse effect on the Company’s financial conditions and results of operations.

In connection with any acquisition made by the Company, the Company could, under some circumstances, be held financially liable for or suffer other adverse effects due to environmental violations or contamination caused by prior owners of businesses the Company has acquired. In addition, under some of the agreements through which the Company has sold businesses or assets, the Company has retained responsibility for certain contingent environmental liabilities arising from pre-closing operations. These liabilities may not arise, if at all, until years later and could require the Company to incur significant additional expenses.

Government and Trade Regulations

In the past, the Company’s business has been affected by trade disputes between the United States and Europe. In the future, to the extent the Company is affected by trade disputes and increased tariffs are levied on its goods, its results of operations may be materially adversely affected.

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Item 1A. RISK FACTORS

The lift truck business is cyclical. Any downturn in the general economy could result in significant decreases in the Company's revenue and profitability and an inability to sustain or grow the business.

The Company's lift truck business historically has been cyclical. Fluctuations in the rate of orders for lift trucks and fuel-cell technology reflect the capital investment decisions of the Company's customers, which depend to a certain extent on the general level of economic activity in the various industries the lift truck customers serve. During economic downturns, customers tend to delay new lift truck and parts purchases. Consequently, the Company has experienced, and in the future may continue to experience, significant fluctuations in revenues and net income. If there is a downturn in the general economy, or in the industries served by lift truck customers, the Company's revenue and profitability could decrease significantly, and the Company may not be able to sustain or grow the business.

The pricing and costs of the Company's products have been and may continue to be impacted by currency fluctuations, which could materially increase costs, and result in material exchange losses and reduce operating margins.

Because the Company conducts transactions in various currencies, including the euros, U.S. dollars, Japanese yen, British pounds, Swedish kroner and Mexican peso, lift truck pricing is subject to the effects of fluctuations in the value of these currencies and fluctuations in the related currency exchange rates. As a result, the Company's sales have historically been affected by, and may continue to be affected by, these fluctuations. In addition, exchange rate movements between currencies in which the Company purchases materials and components and manufactures certain products and the currencies in which the Company sells those products have been affected by and may continue to result in exchange losses that could materially reduce operating margins. Furthermore, the Company's hedging contracts may not fully offset risks from changes in currency exchange rates.

The cost of raw materials used by the Company's products has and may continue to fluctuate, which could materially reduce the Company's profitability.

At times, the Company has experienced significant increases in materials costs, primarily as a result of global increases in industrial metals including steel, lead and copper and other commodity prices, such as rubber, as a result of increased demand and limited supply. The Company manufactures products that include raw materials that consist of steel, rubber, copper, lead, castings and counterweights. The Company also purchases parts provided by suppliers that are manufactured from castings and steel or contain lead. The cost of these parts is affected by the same economic conditions that impact the cost of the parts the Company manufactures. The cost to manufacture lift trucks and related service parts has been and will continue to be affected by fluctuations in prices for these raw materials. If costs of these raw materials increase, the Company's profitability could be reduced.

The Company is subject to risks relating to its non-U.S. operations.

Non-U.S. operations represent a significant portion of the Company's business. The Company expects revenue from non-U.S. markets to continue to represent a significant portion of total revenue. The Company owns or leases manufacturing facilities in Brazil, Italy, Mexico, the Netherlands, Northern Ireland, Finland, Germany and China, and owns interests in joint ventures with facilities in China, Japan, the Philippines and Vietnam. The Company also sells U.S. produced products to non-U.S. customers and sells non-U.S. produced products to U.S. customers. The Company's non-U.S. operations are subject to additional risks, which include:


•	potential political, economic and social instability in the non-U.S. countries in which the Company operates;


•	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 currency fluctuations, which could materially increase costs and result in material exchange losses and reduce operating margins”;


•	imposition of or increases in currency exchange controls;


•	potential inflation in the applicable non-U.S. economies;


•	imposition of or increases in import duties and other tariffs on products;


•	imposition of or increases in non-U.S. taxation of earnings and withholding on payments received;


•	regulatory changes affecting non-U.S. operations; and


•	stringent labor regulations.

Part of the strategy to expand worldwide market share is strengthening the Company's non-U.S. distribution network. A part of this strategy also includes decreasing costs by sourcing basic components in lower-cost countries. Implementation of this part of the strategy may increase the impact of the risks described above and there can be no assurance that such risks will not have an adverse effect on the Company's revenues, profitability or market share.

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The Company operates in various taxing jurisdictions around the world in which the tax laws, regulations and administrative practices are often subject to interpretation as well as to change. Although the Company has sought to reduce this uncertainty by obtaining rulings from the tax authorities in certain cases, the Company's positions may still be subject to challenge. If the Company were to become subject to a challenge, the outcome could have a significant negative effect on the Company's operating results and financial condition. Additionally, any challenge may unfavorably impact the Company's ability to obtain future rulings.

Economic and political conditions in the United States and abroad may lead to significant changes in tax rules and regulations and/or lead to the adoption of restrictions on international trade. For example, recent proposed measures to reform U.S. and non-U.S. tax laws could significantly impact how multinational corporations are taxed. Although the Company cannot predict the final form of any proposal, if adopted at all, such proposals could, if enacted, have a material adverse impact on the Company's profitability.

The Company relies primarily on its network of independent dealers to sell lift trucks and aftermarket parts and the Company has no direct control over sales by those dealers to customers. Ineffective or poor performance by these independent dealers could result in a significant decrease in revenues and profitability and the inability to sustain or grow the business.

The Company relies primarily on independent dealers for sales of lift trucks and aftermarket parts. Sales of the Company's products are therefore subject to the quality and effectiveness of the dealers, who are not subject to the Company's direct control. As a result, ineffective or poorly performing dealers could result in a significant decrease in revenues and profitability and we may not be able to sustain or grow the Company's business.

The Company depends on a limited number of suppliers for specific critical components.

The Company depends on a limited number of suppliers for some of its critical components, including diesel, gasoline and alternative fuel engines and cast-iron counterweights used to counterbalance some lift trucks. Some of these critical components are imported and subject to regulation, primarily with respect to customary inspection of such products by the U.S. Customs and Border Protection under the auspices of the U.S. Department of Homeland Security. The results of operations could be adversely affected if the Company is unable to obtain these critical components, or if the costs of these critical components were to increase significantly, due to regulatory compliance or otherwise, and the Company was unable to pass the cost increases on to its customers.

If the Company's strategic initiatives, including the introduction of new products, do not prove effective, revenues, profitability and market share could be significantly reduced.

Changes in the timing of implementation of the Company's current strategic initiatives may result in a delay in the expected recognition of future costs and realization of future benefits. In addition, if future industry demand levels are lower than expected, the actual annual cost savings could be lower than expected. If the Company is unable to successfully implement these strategic initiatives, revenues, profitability and market share could be significantly reduced.

Failure to compete effectively within the Company's industry could result in a significant decrease in revenues and profitability.

The Company experiences intense competition in the sale of lift trucks and aftermarket parts. Competition in the lift truck industry is based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line offerings, product performance, product quality and features and the cost of ownership over the life of the lift truck. The Company competes with several global manufacturers that operate in all major markets. These manufacturers may have lower manufacturing costs and greater financial resources than the Company, which may enable them to commit larger amounts of capital in response to changing market conditions. If the Company fails to compete effectively, revenues and profitability could be significantly reduced.

If the global capital goods market declines, the cost saving efforts the Company has implemented may not be sufficient to achieve the benefits expected.

If the global economy or the capital goods market declines, revenues could decline. If revenues are lower than expected, the programs the Company has implemented may not achieve the benefits expected. Furthermore, the Company may be forced to take additional cost saving steps that could result in additional charges that materially adversely affect the ability to compete or implement the Company's current business strategies.

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The Company is subject to recourse or repurchase obligations with respect to the financing arrangements of some of its customers.

Through arrangements with WF and others, dealers and other customers are provided financing for new lift trucks in the United States and in major countries of the world outside of the United States. Through these arrangements, the Company's dealers and certain customers are extended credit for the purchase of lift trucks to be placed in the dealer’s floor plan inventory or the financing of lift trucks that are sold or leased to customers. For some of these arrangements, the Company provides recourse or repurchase obligations such that it would become obligated in the event of default by the dealer or customer. Total amounts subject to these types of obligations at December 31, 2016 and 2015 were $149.3 million and $179.8 million , respectively. Generally, the Company maintains a perfected security interest in the assets financed such that, in the event that the Company becomes obligated under the terms of the recourse or repurchase obligations, it may take title to the assets financed. The Company cannot be certain, however, that the security interest will equal or exceed the amount of the recourse or repurchase obligations. In addition, the Company cannot be certain that losses under the terms of the recourse or repurchase obligations will not exceed the reserves that have been set aside in the consolidated financial statements. The Company could incur a charge to earnings if reserves prove to be inadequate, which could have a material adverse effect on results of operations and liquidity for the period in which the charge is taken.

Actual liabilities relating to pending lawsuits may exceed the Company's expectations.

The Company is a defendant in pending lawsuits involving, among other things, product liability claims. The Company cannot be sure that it will succeed in defending these claims, that judgments will not be rendered against the Company with respect to any or all of these proceedings or that reserves set aside or insurance policies will be adequate to cover any such judgments. The Company could incur a charge to earnings if reserves prove to be inadequate or the average cost per claim or the number of claims exceed estimates, which could have a material adverse effect on results of operations and liquidity for the period in which the charge is taken and any judgment or settlement amount is paid.

Other products may be introduced to the market by competitors, making the Nuvera technology less marketable.

The use of fuel-cell technology in industrial and commercial applications is a relatively new development. Companies implementing such technology face competition from competitors that integrate more traditional energy technologies into their product lines, as well as competitors that have implemented or are implementing alternatives to traditional energy technologies, such as lithium batteries, fuel additives and other high efficiency or “renewable” technologies. Any of these technologies may have more established or otherwise more attractive manufacturing, distribution and operating cost features, which could negatively impact customers’ preferences for product lines that incorporate fuel-cell technology and, as a result, diminish the marketability of products incorporating Nuvera technology.

The Company may not be successful in commercializing Nuvera’s technology, which success would depend, in part, on the Company’s ability to protect Nuvera’s intellectual property.

The success of the acquisition of Nuvera will depend largely on the Company’s ability to commercialize Nuvera’s fuel-cell technologies, such that the Company may incorporate these technologies in its product lines on economically efficient terms. However, unforeseen difficulties, such as delays in development due to design defects or changes in specifications and insufficient research and development resources or cost overruns, may hinder the Company’s ability to incorporate Nuvera’s technologies into its product lines on an economically favorable basis or at all.

Furthermore, Nuvera’s commercial success will depend largely on the Company’s ability to maintain patent and other intellectual property protection covering certain of Nuvera’s technologies. Nuvera’s fuel-cell technology may not be economically viable if the Company is unable to prevent others from infringing or successfully challenging the validity of certain patents and other intellectual property rights attributable to Nuvera.

Actual liabilities relating to environmental matters may exceed the Company's expectations.

The Company's manufacturing operations are subject to laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous substances. If the Company fails to comply with these laws or the Company's environmental permits, then the Company could incur substantial costs, including cleanup costs, fines and civil and criminal sanctions. In addition, future changes to environmental laws could require the Company to incur significant additional expenses or restrict operations.

The Company's products may also be subject to laws and regulations relating to the protection of the environment, including those governing vehicle exhausts. Regulatory agencies in the United States and Europe have issued or proposed various regulations and directives designed to reduce emissions from spark-ignited engines and diesel engines used in off-road

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vehicles, such as industrial lift trucks. These regulations require the Company and other lift truck manufacturers to incur costs to modify designs and manufacturing processes and to perform additional testing and reporting.

In connection with any acquisition the Company has made, it could, under some circumstances, be held financially liable for or suffer other adverse effects due to environmental violations or contamination caused by prior owners of businesses the Company acquired. In addition, under some of the agreements through which the Company has sold businesses or assets, it has retained responsibility for certain contingent environmental liabilities arising from pre-closing operations. These liabilities may not arise, if at all, until years later and could require the Company to incur significant additional expenses, which could materially adversely affect the results of operations and financial condition.

The Company may become subject to claims under non-U.S. laws and regulations, which may require expensive, time consuming and distracting litigation.

Because the Company has employees, property and business operations outside of the United States, it is subject to the laws and the court systems of many jurisdictions. The Company may become subject to claims outside the United States based in non-U.S. jurisdictions for violations of their laws with respect to the Company's non-U.S. operations. In addition, these laws may be changed or new laws may be enacted in the future. Non-U.S. litigation is often expensive, time consuming and distracting. As a result, any of these risks could significantly reduce profitability and the Company's ability to operate its businesses effectively.

The Company may be subject to risk relating to increasing cash requirements of certain employee benefits plans which may affect its financial position.

The expenses recorded for, and cash contributions required to be made to, the Company's defined benefit pension plans are dependent on changes in market interest rates and the value of plan assets, which are dependent on actual investment returns. Significant changes in market interest rates, decreases in the value of plan assets or investment losses on plan assets may require the Company to increase the cash contributed to defined benefit plans which may affect its financial position.

The Company is dependent on key personnel, and the loss of these key personnel could significantly reduce profitability.

The Company is highly dependent on the skills, experience and services of key personnel, and the loss of key personnel could have a material adverse effect on its business, operating results and financial condition. Employment and retention of qualified personnel is important to the successful conduct of the Company's business. Therefore, the Company's success also depends upon its ability to recruit, hire, train and retain additional skilled and experienced management personnel. The Company's inability to hire and retain personnel with the requisite skills could impair its ability to manage and operate its business effectively and could significantly reduce profitability.

Certain members of the Company’s extended founding family own a substantial amount of its Class A and Class B common stock and, if they were to act in concert, could control the outcome of director elections and other stockholder votes on significant corporate actions.

The Company has two classes of common stock: Class A common stock and Class B common stock. Holders of Class A common stock are entitled to cast one vote per share and, as of December 31, 2016, accounted for approximately 24 percent of the voting power of the Company. Holders of Class B common stock are entitled to cast ten votes per share and, as of December 31, 2016, accounted for the remaining voting power of the Company. As of December 31, 2016, certain members of the Company’s extended founding family held approximately 27 percent of the Company’s outstanding Class A common stock and approximately 84 percent of the Company’s outstanding Class B common stock. On the basis of this common stock ownership, certain members of the Company’s extended founding family could have exercised 70 percent of the Company’s total voting power. Although there is no voting agreement among such extended family members, in writing or otherwise, if they were to act in concert, they could control the outcome of director elections and other stockholder votes on significant corporate actions, such as certain amendments to the Company’s certificate of incorporation and sales of the Company or substantially all of its assets. Because certain members of the Company’s extended founding family could prevent other stockholders from exercising significant influence over significant corporate actions, the Company may be a less attractive takeover target, which could adversely affect the market price of its common stock.

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Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

The following table presents the principal assembly, manufacturing, distribution and office facilities that the Company owns or leases:



Segment	Facility Location	Owned/Leased	Function(s)
Lift Truck
Americas	Barueri, Brazil	Leased	Marketing, sales and administrative center for Brazil
	Berea, Kentucky	Owned	Assembly of lift trucks and manufacture of component parts
	Charlotte, North Carolina	Leased	Customer experience and training center
	Cleveland, Ohio	Leased	Global headquarters
	Danville, Illinois	Owned	Americas parts distribution center
	Fairview, Oregon	Owned	Global executive administrative center; counterbalanced development center for design and testing of lift trucks, prototype equipment and component parts
	Greenville, North Carolina	Owned	Divisional headquarters and marketing and sales operations for Hyster ^® and Yale ^® in Americas; Americas warehouse development center; assembly of lift trucks and manufacture of component parts
	Itu, Brazil	Owned	Assembly of lift trucks and parts distribution center
	Ramos Arizpe, Mexico	Owned	Manufacture of component parts for lift trucks
	Sulligent, Alabama	Owned	Manufacture of component parts for lift trucks
EMEA	Craigavon, Northern Ireland	Owned	Manufacture of lift trucks and cylinders; frame and mast fabrication for EMEA
	Frimley, Surrey, United Kingdom	Leased	Divisional headquarters and marketing and sales operations for Hyster ^® and Yale ^® in EMEA
	Irvine, Scotland	Leased	European administrative center
	Masate, Italy	Leased	Assembly of lift trucks; European warehouse development center
	Nijmegen, The Netherlands	Owned	Big trucks development center; manufacture and assembly of big trucks and component parts; European parts distribution center
JAPIC	Shanghai, China	Owned(1)	Assembly of lift trucks by Shanghai Hyster joint venture, sale of parts and marketing operations of China
	Sydney, Australia	Leased	Divisional headquarters and sales and marketing for JAPIC; JAPIC parts distribution center
	Pune, India	Leased	Engineering design services
Bolzoni	Helsinki, Finland	Leased	Manufacture and distribution of Bolzoni products
	Heibei, China	Owned	Manufacture and distribution of Bolzoni products
	Homewood, Illinois	Owned	Manufacture and distribution of Bolzoni products
	Piacenza, Italy	Owned	Bolzoni headquarters; manufacture and distribution of Bolzoni products
	Prato, Italy	Owned	Manufacture and distribution of Bolzoni products
	Salzgitter, Germany	Owned	Manufacture and distribution of Bolzoni products
	Wuxi, China	Owned	Manufacture and distribution of Bolzoni products
Nuvera	Billerica, Massachusetts	Leased	Nuvera research and development laboratory
	San Donato, Italy	Leased	Nuvera integration and testing


(1)	This facility is owned by Shanghai Hyster Forklift Ltd., the Company’s Chinese joint venture company.

SN’s operations are supported by three facilities. SN’s headquarters are located in Obu, Japan at a facility owned by SN. The Obu facility also has assembly and distribution capabilities for lift trucks and parts. In Cavite, the Philippines and Hanoi, Vietnam, SN owns facilities for the manufacture of components for SN and the Company's products. SN also has one wholly-owned and three partially-owned dealerships in Japan.

The Company leases the facility for its one retail dealership in Singapore.

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Item 3. LEGAL PROCEEDINGS

The Company is, and will likely continue to be, involved in a number of legal proceedings which the Company believes generally arise in the ordinary course of the business, given its size, history and the nature of its business and products. The Company is not a party to any material legal proceeding.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The following tables set forth the name, age, current position and principal occupation and employment during the past five years of the Company’s executive officers.



Name	Age	Current Position	Other Positions
Alfred M. Rankin, Jr.	75	Chairman, President and Chief Executive Officer of Hyster-Yale (from September 2012), Chairman of HYG (from prior to 2012).
Colin Wilson	62	President and Chief Executive Officer, HYG of Hyster-Yale (from September 2014), President and Chief Executive Officer of HYG (from September 2014).	President and Chief Operating Officer of HYG (from November 2013 to September 2014), President, Americas of HYG (from prior to 2012 to September 2014), Vice President and Chief Operating Officer of HYG (from prior to 2012 to November 2013).
Gregory J. Breier	51	Vice President, Tax of Hyster-Yale (from May 2014), Vice President, Tax of HYG (from January 2012).	Senior Director of Tax of Hyster-Yale (from January 2012 to May 2012), Director of Tax and Financial Analysis of NACCO Industries, Inc. (the Company's former parent company) (From prior to 2012 to September 2012).
Brian K. Frentzko	56	Vice President, Treasurer of Hyster-Yale (from September 2012), Vice President, Treasurer of HYG (from September 2012).	Assistant Treasurer of HYG (from prior to 2012 to September 2012).
Amy E. Gerbick	45	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).	Associate, Jones Day (a law firm) (from prior to 2012 to May 2014).
Jennifer M. Langer	43	Vice President, Controller of Hyster-Yale (from February 2013), Vice President, Controller of HYG (from February 2013).	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 Industries, Inc. (the Company's former parent company) (from prior to 2012 to September 2012).
Lauren E. Miller	62	Senior Vice President, Chief Marketing Officer of Hyster-Yale (from January 2015), Senior Vice President, Chief Marketing Officer of HYG (from January 2015).	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 2012 to January 2015), Vice President, Consulting Services of NACCO Industries, Inc. (the Company's former parent company) (from prior to 2012 to September 2012).
Charles F. Pascarelli	57	Senior Vice President, President, Americas of HYG (from January 2015)	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 2012 to March 2013).
Rajiv K. Prasad	53	Senior Vice President, Global Product Development, Manufacturing and Supply Chain Strategy of HYG (from September 2014).	Vice President, Global Product Development and Manufacturing of HYG (from January 2012 to September 2014), Vice President, Global Product Development of HYG (from prior to 2012 to January 2012).
Anthony J. Salgado	46	Senior Vice President, JAPIC of HYG (from January 2016).	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 2012 to October 2013).
Harry Sands	65	Senior Vice President, Managing Director, Europe, Middle East and Africa of HYG (from June 2015).	Vice President, Manufacturing EMEA of HYG (from prior to 2012 to June 2015).
Kenneth C. Schilling	57	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).	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 2012 to September 2014), Vice President and Controller of NACCO Industries, Inc. (the Company's former parent company) (from prior to 2012 to September 2012).
Gopichand Somayajula	60	Vice President, Global Product Development of HYG (from May 2013)	Vice President, Counterbalanced Engineering of HYG (from prior to 2012 to May 2013).

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Name	Age	Current Position	Other Positions
Suzanne S. Taylor	54	Senior Vice President, General Counsel and Secretary of Hyster-Yale (from May 2016), Senior Vice President, General Counsel and Secretary of HYG (from May 2016).	Vice President, Deputy General Counsel and Assistant Secretary of Hyster-Yale (from February 2013 to May 2016), Vice President, Deputy General Counsel and Assistant Secretary of HYG (from February 2013 to May 2016), 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 prior to 2012 to September 2012), Associate General Counsel and Assistant Secretary of NACCO Industries, Inc. (the Company's former parent company) (from prior to 2012 to September 2012).
Mark H. Trivett	47	Vice President Finance, Europe, Middle East and Africa of HYG (from prior to 2012).
Raymond C. Ulmer	53	Vice President Finance, Americas of HYG (from prior to 2012).

The information under this Item is furnished pursuant to Instruction 3 to Item 401(b) of Regulation S-K.There exists no arrangement or understanding between any executive officer and any other person pursuant to which such executive officer was elected. Each executive officer serves until his or her successor is elected and qualified.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “HY.” For the Company's Class B common stock, due to transfer restrictions, no trading market has developed, or is expected to develop. The Class B common stock is convertible into Class A common stock on a one-for-one basis. The high and low market prices for the Class A common stock and dividends per share for both classes of common stock for each quarter are presented in the tables below:



	2016
	Market Price
	High		Low		Cash Dividend
First quarter	$	68.21	$	44.41	$	0.285
Second quarter	$	70.19	$	55.80	$	0.295
Third quarter	$	66.43	$	47.25	$	0.295
Fourth quarter	$	68.75	$	49.84	$	0.295



	2015
	Market Price
	High		Low		Cash Dividend
First quarter	$	74.00	$	62.19	$	0.275
Second quarter	$	76.50	$	67.58	$	0.285
Third quarter	$	71.46	$	56.38	$	0.285
Fourth quarter	$	65.24	$	50.72	$	0.285

At December 31, 2016 , there were approximately 868 Class A common stockholders of record and approximately 925 Class B common stockholders of record.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers



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, 2016)	—	$—	—	$0
Month #2 (November 1 to 30, 2016)	—	$—	—	$0
Month #3 (December 1 to 31, 2016)	—	$—	—	$0
Total	—	$—	—	$0

Item 6. SELECTED FINANCIAL DATA



	Year Ended December 31
	2016			2015			2014			2013			2012 ⁽¹⁾
	(In millions, except per share data)
Operating Statement Data:
Revenues	$	2,569.7		$	2,578.1		$	2,767.2		$	2,666.3		$	2,469.1
Operating profit	$	34.9		$	103.5		$	148.8		$	134.3		$	111.7
Net income	$	42.3		$	75.1		$	110.2		$	110.2		$	98.1
Net (income) loss attributable to noncontrolling interest	0.5			(0.4		)	(0.4		)	(0.2		)	(0.1		)
Net income attributable to stockholders	$	42.8		$	74.7		$	109.8		$	110.0		$	98.0
Basic earnings per share attributable to stockholders:	$	2.61		$	4.58		$	6.61		$	6.58		$	5.84
Diluted earnings per share attributable to stockholders:	$	2.61		$	4.57		$	6.58		$	6.54		$	5.83
Balance Sheet Data at December 31:
Total assets	$	1,287.1		$	1,095.9		$	1,120.8		$	1,161.3		$	1,064.4
Long-term debt	$	82.2		$	19.6		$	12.0		$	6.7		$	106.9
Stockholders' equity	$	463.8		$	460.8		$	454.5		$	449.8		$	341.3
Cash Flow Data:
Provided by (used for) operating activities	$	(48.9	)	$	89.4		$	100.0		$	152.9		$	128.7
Used for investing activities	$	(145.1	)	$	(31.3	)	$	(44.4	)	$	(26.1	)	$	(19.5	)
Provided by (used for) financing activities	$	77.9		$	(7.1	)	$	(110.5	)	$	(104.4	)	$	(144.4	)
Other Data:
Cash dividends paid to NACCO Industries, Inc.	$	—		$	—		$	—		$	—		$	5.0
Per share data:
Cash dividends ⁽²⁾⁽³⁾	$	1.170		$	1.130		$	1.075		$	1.000		$	2.250
Market value at December 31	$	63.77		$	52.45		$	73.20		$	93.16		$	48.80
Stockholders' equity at December 31	$	28.30		$	28.23		$	27.98		$	26.91		$	20.40
Actual shares outstanding at December 31	16.391			16.324			16.241			16.714			16.732
Basic weighted average shares outstanding	16.376			16.307			16.607			16.725			16.768
Diluted weighted average shares outstanding	16.427			16.355			16.675			16.808			16.800
Total employees at December 31 ⁽⁴⁾	6,500			5,400			5,400			5,100			4,900

(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 Industries, Inc. ("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.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

OVERVIEW

Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") and its subsidiaries, including its operating company Hyster-Yale Group, Inc. ("HYG"), is a leading, globally integrated, full-line lift truck manufacturer. The Company offers a broad array of solutions aimed at meeting the specific materials handling needs of its customers, including attachments and hydrogen fuel cell power products, telematics, automation and fleet management services, as well as an array of other power options for its lift trucks. The Company, through HYG designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally primarily under the Hyster ^® and Yale ^® brand names, mainly to independent Hyster ^® and Yale ^® retail dealerships. The materials handling business historically has been cyclical because the rate of orders for lift trucks fluctuates depending on the general level of economic activity in the various industries its customers serve.

On April 1, 2016, the Company completed the acquisition of the majority interest in Bolzoni S.p.A. ("Bolzoni"). On July 6, 2016, the Company completed the acquisition of the remaining outstanding interest in Bolzoni. Bolzoni is a leading worldwide producer of attachments, forks and lift tables under the Bolzoni Auramo and Meyer brand names. The acquisition allows the Company to provide integrated solutions for attachments and lift trucks and expand market reach while leveraging Bolzoni’s manufacturing capacity. Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift-truck attachments and industrial material handling. See Note 19 to the Consolidated Financial Statements in this Annual Report on Form 10-K for further discussion.

Competition in the materials handling industry is intense and is based primarily on strength and quality of distribution, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line offerings, product performance, product quality and features and the cost of ownership over the life of the lift truck. The Company competes with several global lift truck manufacturers that operate in all major markets, as well as other niche companies. The lift truck industry also competes with alternative methods of materials handling, including conveyor systems and automated guided vehicle systems. The Company's aftermarket parts offerings compete with parts manufactured by other lift truck manufacturers, as well as companies that focus solely on the sale of generic parts.

The Company's mission is to be a leading globally integrated designer, manufacturer and marketer of a complete range of solutions leveraging its high-quality, application-tailored lift trucks, attachments and power solutions that offer the lowest cost of ownership and the best overall value. During 2016, the Company continued to invest in its strategic initiatives and made substantial progress in many areas. The foundation has been laid for more rapid market share gains and profitable growth in the years ahead, including through acquisitions made of Bolzoni and certain distribution businesses of Speedshield Technology, a leading provider of telemetry solutions. The Company also continued to invest in Nuvera as it moves closer to high volume manufacturing of fuel cell engines and associated systems. The Company’s core competency is lift truck manufacturing, but its goal is to become the lift truck solutions partner to the materials handling market, one customer and one industry at a time. With this singular focus, the Company invested heavily in businesses and technologies during 2016. The addition of Bolzoni added a wider offering to the Company’s suite of products and enhanced the Company’s ability to better meet the needs of its customers. It is also expected to expand the Company’s market reach, while fully leveraging Bolzoni’s manufacturing capacity.

The Company’s objective is generating profitable growth through increasing volumes, primarily by being a solutions provider to its customers, which will in turn generate market share gains and drive improved margins. The Company plans to accomplish these objectives by implementing core strategic initiatives: enhancing understanding of customer needs; driving for lowest cost of ownership; strengthening independent distribution; improving the Company's warehouse position; focusing on increased success in Asia; enhancing the Company’s Big Truck market position; strengthening the sales and marketing organization and leveraging solutions and technology drivers.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

Critical Accounting Policies and Estimates

The discussion and analysis of financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities, if any. On an ongoing basis, the Company evaluates its estimates based on historical experience, actuarial valuations and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue recognition : Revenues are recognized based upon the terms of contracts with customers, which is generally when title transfers and risk of loss passes as customer orders are completed and shipped. For the Company's National Account customers, revenue is recognized upon customer acceptance. National Account customers are large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. Reserves for discounts and returns are maintained for anticipated future claims. The accounting policies used to develop these product discounts and returns include:

Product discounts : The Company records estimated reductions to revenues for customer programs and incentive offerings, including special pricing agreements, price competition, promotions and other volume-based incentives. Lift truck sales revenue is recorded net of estimated discounts. The estimated discount amount is based upon historical trends for each lift truck model. In addition to standard discounts, dealers can also request additional discounts that allow them to offer price concessions to customers. From time to time, the Company offers special incentives to increase market share or dealer stock and offers certain customers volume rebates if a specified cumulative level of purchases is obtained. If estimates of customer programs and incentives were one percent higher than the levels offered during 2016, the reserves for product discounts would increase and revenue would be reduced by $0.2 million. The Company's past results of operations have not been materially affected by a change in the estimate of product discounts and although there can be no assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change its estimates in the future.

Product returns : Products generally are not sold with the right of return with the exception of a small percentage of aftermarket parts. Based on historical experience, a portion of these aftermarket parts are estimated to be returned which, subject to certain terms and conditions, the Company will agree to accept. The Company records estimated reductions to revenues at the time of sale based on this historical experience and the limited right of return provided to certain customers. If future trends were to change significantly from those experienced in the past, incremental reductions to revenues may result based on this new experience. If the estimate of average return rates for these aftermarket parts were to increase by one percent over historical levels, the reserves for product returns would increase and revenues would be reduced by less than $0.1 million. The Company's past results of operations have not been materially affected by a change in the estimate of product returns and although there can be no assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change its estimates in the future.

Product warranties : The Company provides for the estimated cost of product warranties at the time revenues are recognized. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, the warranty obligation is affected by product failure rates, labor costs and replacement component costs incurred in correcting a product failure. If actual product failure rates, labor costs or replacement component costs differ from the Company's estimates, which are based on historical failure rates and consideration of known trends, revisions to the estimate of the cost to correct product failures would be required. If the estimate of the cost to correct product failures were to increase by one percent over 2016 levels, the reserves for product warranties would increase and additional expense of $0.3 million would be incurred. The Company's past results of operations have not been materially affected by a change in the estimate of product warranties and although there can be no assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change the estimates in the future.

Retirement benefit plans : The Company maintains various defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. Pension benefits are frozen for all employees other than certain

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

employees in the Netherlands. All other eligible employees, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans. The Company's policy is to periodically make contributions to fund the defined benefit pension plans within the range allowed by applicable regulations. The defined benefit pension plan assets consist primarily of publicly traded stocks and government and corporate bonds. There is no guarantee the actual return on the plans’ assets will equal the expected long-term rate of return on plan assets or that the plans will not incur investment losses.

The expected long-term rate of return on defined benefit plan assets reflects management’s expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. In establishing the expected long-term rate of return assumption for plan assets, the Company considers the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classes used to determine the Company's estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes.

Expected returns for most of the Company's pension plans are based on a calculated market-related value of assets. Under this methodology, asset gains and losses resulting from actual returns that differ from expected returns are recognized in the market-related value of assets ratably over three years.

The basis for the selection of the discount rate for each plan is determined by matching the timing of the payment of the expected obligations under the defined benefit plans against the corresponding yield of high-quality corporate bonds of equivalent maturities.

The following illustrates the sensitivity of the net periodic benefit cost and projected benefit obligation to a 1% change in the discount rate or return on plan assets (in millions):



Assumption	Change	Increase (decrease) 2017 net pension expense	Increase (decrease) 2016 projected benefit obligation
Discount rate	1% increase	$0.3	$(29.4)
	1% decrease	(0.3)	35.1
Return on plan assets	1% increase	(1.9)	N/A
	1% decrease	1.9	N/A

See Note 9 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion of the retirement benefit plans.

Goodwill and intangible assets: The Company has goodwill and intangible assets including customer and contractual relationships, patents and technology, and trademarks. The Company evaluates the carrying amount of goodwill and indefinite-lived intangible assets for impairment annually as of May 1 ^st and between annual evaluations if changes in circumstances or the occurrence of certain events indicate potential impairment. The Company uses either a qualitative or quantitative analysis to determine whether fair value exceeds carrying value. Goodwill impairment testing for 2016 was performed using a qualitative analysis by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. Indefinite lived intangible asset testing was performed for 2016 using a qualitative analysis.

Product liabilities : The Company provides for the estimated cost of personal and property damage relating to its products based on a review of historical experience and consideration of any known trends. Reserves are recorded for estimates of the costs for known claims and estimates of the costs of incidents that have occurred but for which a claim has not yet been reported to us, up to the stop-loss insurance coverage. While the Company engages in extensive product quality reviews and customer education programs, the product liability provision is affected by the number and magnitude of claims of alleged product-related injury and property damage and the cost to defend those claims. In addition, the estimates regarding the magnitude of claims are affected by changes in assumptions regarding medical costs, inflation rates and trends in damages awarded by juries. Changes in the assumptions regarding any one of these factors could result in a change in the estimate of the magnitude of claims. A one percent increase in the estimate of the number of claims or the magnitude of claims would increase the product liability reserve and reduce operating profit by approximately $0.2 million. Although there can be no

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change the estimates in the future.

Self-insurance liabilities : The Company is generally self-insured for product liability, environmental liability and medical and workers’ compensation claims. For product liability, catastrophic insurance coverage is retained for potentially significant individual claims. An estimated provision for claims reported and for claims incurred but not yet reported under the self-insurance programs is recorded and revised periodically based on industry trends, historical experience and management judgment. In addition, industry trends are considered within management’s judgment for valuing claims. Changes in assumptions for such matters as legal judgments and settlements, legal defense costs, inflation rates, medical costs and actual experience could cause estimates to change in the near term. Changes in any of these factors could materially change the estimates for these self-insurance obligations causing a related increase or decrease in reported net operating results in the period of change in the estimate.

Deferred tax valuation allowances : The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. A valuation allowance has been provided against certain deferred tax assets related to non-U.S. and U.S. state jurisdictions including net operating and capital loss carryforwards. Management believes the valuation allowances are adequate after considering future taxable income, allowable carryback and carryforward periods, reversing taxable temporary differences and ongoing prudent and feasible tax planning strategies. In the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should the Company determine that it would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made. See "Financial Review - Income Taxes" and Note 6 to the Consolidated Financial Statements in this Annual Report on Form 10-K for further discussion of the Company's income taxes.

Inventory reserves : The Company writes down inventory to the lower of cost or market, which includes an estimate for obsolescence or excess inventory based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs. An impairment in value of one percent of net inventories would result in additional expense of approximately $3.5 million.

Allowances for doubtful accounts : The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. An impairment in value of one percent of net accounts receivable would require an increase in the allowance for doubtful accounts and would result in additional expense of approximately $3.8 million.

CONSOLIDATED FINANCIAL REVIEW

The following table identifies the components of change for 2016 compared with 2015 by segment:



	Revenues			Gross Profit			Operating Profit			Net Income Attributable to Stockholders
2015	$	2,578.1		$	430.8		$	103.5		$	74.7
Increase (decrease) in 2016
Americas	(106.3		)	(20.2		)	(43.2		)	(16.7		)
EMEA	6.5			(11.8		)	(5.4		)	(1.2		)
JAPIC	(24.2		)	(6.1		)	(4.9		)	(4.5		)
Lift truck business	(124.0		)	(38.1		)	(53.5		)	(22.4		)
Bolzoni	115.6			35.7			(0.1		)	(0.3		)
Nuvera	—			(0.9		)	(15.0		)	(9.2		)
2016	$	2,569.7		$	427.5		$	34.9		$	42.8

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

FINANCIAL REVIEW

The segment and geographic results of operations for the Company were as follows for the year ended December 31 :



										Favorable / (Unfavorable) % Change
	2016			2015			2014			2016 vs. 2015		2015 vs. 2014
Lift truck unit shipments (in thousands)
Americas	54.4			56.8			57.6			(4.2	)%	(1.4	)%
EMEA	24.6			23.8			22.9			3.4	%	3.9	%
JAPIC	5.8			6.3			7.1			(7.9	)%	(11.3	)%
	84.8			86.9			87.6			(2.4	)%	(0.8	)%
Revenues
Americas	$	1,669.2		$	1,775.5		$	1,866.9		(6.0	)%	(4.9	)%
EMEA	612.9			606.4			686.3			1.1	%	(11.6	)%
JAPIC	169.5			193.7			214.0			(12.5	)%	(9.5	)%
Lift truck business	2,451.6			2,575.6			2,767.2			(4.8	)%	(6.9	)%
Bolzoni ⁽¹⁾	115.6			—			—			n.m.		n.m.
Nuvera ⁽²⁾	2.5			2.5			—			—	%	n.m.
	$	2,569.7		$	2,578.1		$	2,767.2		(0.3	)%	(6.8	)%
Gross profit (loss)
Americas	$	287.9		$	308.1		$	301.3		(6.6	)%	2.3	%
EMEA	89.5			101.3			122.3			(11.6	)%	(17.2	)%
JAPIC	17.1			23.2			24.1			(26.3	)%	(3.7	)%
Lift truck business	394.5			432.6			447.7			(8.8	)%	(3.4	)%
Bolzoni ⁽¹⁾	35.7			—			—			n.m.		n.m.
Nuvera ⁽²⁾	(2.7		)	(1.8		)	—			50.0	%	n.m.
	$	427.5		$	430.8		$	447.7		(0.8	)%	(3.8	)%
Selling, general and administrative expenses
Americas	$	214.1		$	191.2		$	194.1		(12.0	)%	1.5	%
EMEA	81.9			88.3			96.2			7.2	%	8.2	%
JAPIC	24.1			25.0			24.2			3.6	%	(3.3	)%
Lift truck business	320.1			304.5			314.5			(5.1	)%	3.2	%
Bolzoni ⁽¹⁾	35.9			—			—			n.m.		n.m.
Nuvera ⁽²⁾	36.9			22.8			2.2			(61.8	)%	n.m.
	$	392.9		$	327.3		$	316.7		(20.0	)%	(3.3	)%
Operating profit (loss)
Americas	$	73.7		$	116.9		$	124.9		(37.0	)%	(6.4	)%
EMEA	7.6			13.0			26.2			(41.5	)%	(50.4	)%
JAPIC	(6.7		)	(1.8		)	(0.1		)	n.m.		n.m.
Lift truck business	74.6			128.1			151.0			(41.8	)%	(15.2	)%
Bolzoni ⁽¹⁾	(0.1		)	—			—			n.m.		n.m.
Nuvera ⁽²⁾	(39.6		)	(24.6		)	(2.2		)	(61.0	)%	n.m.
	$	34.9		$	103.5		$	148.8		(66.3	)%	(30.4	)%

Interest expense	$	6.7		$	4.7		$	3.9		(42.6	)%	(20.5	)%
Other income	$	(10.1	)	$	(5.7	)	$	(5.2	)	77.2	%	9.6	%
Income before income taxes	$	38.3		$	104.5		$	150.1		(63.3	)%	(30.4	)%

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)



										Favorable / (Unfavorable) % Change
	2016			2015			2014			2016 vs. 2015		2015 vs. 2014
Net income (loss) attributable to stockholders
Americas	$	59.6		$	76.3		$	88.6		(21.9	)%	(13.9	)%
EMEA	9.4			10.6			20.5			(11.3	)%	(48.3	)%
JAPIC	(2.1		)	2.4			2.1			(187.5	)%	14.3	%
Lift truck business	66.9			89.3			111.2			(25.1	)%	(19.7	)%
Bolzoni ⁽¹⁾	(0.3		)	—			—			n.m.		n.m.
Nuvera ⁽²⁾	(23.8		)	(14.6		)	(1.4		)	(63.0	)%	n.m.
	$	42.8		$	74.7		$	109.8		(42.7	)%	(32.0	)%
Diluted earnings per share	$	2.61		$	4.57		$	6.58		(42.9	)%	(30.5	)%
Reported income tax rate	n.m.			28.1		%	26.6		%
⁽¹⁾ Bolzoni was acquired on April 1, 2016 and results of operations have been included since the acquisition date.
⁽²⁾ Nuvera was acquired on December 18, 2014 and results of operations have been included since the acquisition date.
n.m. - not meaningful

Following is the detail of the Company's unit shipments, bookings and backlog of unfilled orders placed with its manufacturing and assembly operations for new lift trucks, reflected in thousands of units. As of December 31, 2016 , substantially all of the Company's backlog is expected to be sold within the next twelve months.



	December 31, 2016		September 30, 2016		December 31, 2015
Unit backlog, beginning of period	26.9		26.9		28.1
Unit shipments	(84.8	)	(61.9	)	(86.9	)
Unit bookings	87.5		65.6		85.7
Unit backlog, end of period	29.6		30.6		26.9

The following is the detail of the approximate sales value of the Company's lift truck unit bookings and backlog, reflected in millions of dollars. The dollar value of bookings and backlog is calculated using the current unit bookings and backlog and the forecasted average sales price per unit.



	December 31, 2016		September 30, 2016		December 31, 2015
Bookings, approximate sales value	$	2,000	$	1,470	$	1,950
Backlog, approximate sales value	$	710	$	730	$	660

2016 Compared with 2015

The following table identifies the components of change in revenues for 2016 compared with 2015 :



	Revenues
2015	$	2,578.1
Increase (decrease) in 2016 from:
Unit volume and product mix	(84.1		)
Unit price	(27.3		)
Foreign currency	(20.1		)
Bolzoni revenues	115.6
Other	5.6
Parts	1.9
2016	$	2,569.7

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

Revenues decreased slightly to $2,569.7 million in 2016 from $2,578.1 million in 2015. The decrease in the lift truck business was mainly due to lower unit volumes, the unfavorable effect of deal-specific selling prices and a shift in sales to lower-priced lift trucks during 2016 compared with 2015. Revenues at non-U.S. locations were also unfavorably affected by the strong U.S. dollar during 2016 compared with 2015. The decline in lift truck revenue was partially offset by Bolzoni revenues since the acquisition on April 1, 2016.

Revenues in the Americas declined in 2016 from 2015 primarily as a result of the reduction in unit shipments and the unfavorable effect of deal-specific pricing in North America. In addition, unfavorable currency movements of $4.4 million from the translation of Brazilian sales into U.S. dollars, which strengthened against the Brazilian real, contributed to the decline in revenues.

EMEA's revenues increased in 2016 from 2015 mainly as a result of higher lift truck volumes, partially offset by unfavorable currency movements of $15.5 million from the translation of sales into U.S. dollars.

Revenues in JAPIC declined in 2016 compared with 2015. The decrease was primarily the result of fewer unit shipments, the unfavorable effect of lower pricing of trucks and a shift in sales to lower-priced products in 2016 compared with 2015.

The following table identifies the components of change in operating profit for 2016 compared with 2015 :



	Operating Profit
2015	$	103.5
Decrease in 2016 from:
Lift truck gross profit	(38.1		)
Lift truck selling, general and administrative expenses	(15.4		)
Nuvera operations	(15.0		)
Bolzoni operations	(0.1		)
2016	$	34.9

The Company recognized operating profit of $34.9 million in 2016 compared with operating profit of $103.5 million in 2015.

The overall decrease in the lift truck business operating profit was primarily due to lower gross profit and higher selling, general and administrative expenses. Gross profit decreased mainly as a result of the unfavorable effect of lower pricing, reduced sales volumes, which led to higher manufacturing variances, unfavorable foreign currency movements of $15.9 million and increased U.S. health care costs. The decrease in gross profit was partially offset by continued material cost deflation of $28.6 million during 2016 compared with 2015. Selling, general and administrative expenses increased in 2016 compared with 2015 mainly due to acquisition-related costs of $6.6 million, higher product development and marketing-related expenses, and increased U.S. health care costs. Favorable foreign currency movements of $5.5 million and lower incentive compensation estimates partially offset the increase in selling, general and administrative expenses.

Operating profit in the Americas decreased in 2016 compared with 2015 primarily as a result of higher selling, general and administrative expenses mainly from $6.6 million of acquisition-related costs, increased marketing-related expenses, a $3.1 million estimated loss on recovery of assets for recourse obligations, increased product development expenses and increased U.S. health care costs. Gross profit also decreased primarily as a result of the effect of lower product pricing, reduced sales volumes, which led to higher manufacturing variances, and increased U.S. health care costs. The decrease in gross profit was partially offset by continued material cost deflation of $20.5 million and favorable foreign currency movements of $8.3 million during 2016 compared with 2015.

Operating profit in EMEA declined in 2016 compared with 2015 mainly as a result of lower gross profit partially offset by lower selling, general and administrative expenses. Gross profit declined primarily from unfavorable currency movements of $20.3 million, lower product pricing and higher warranty-related expenses. The decrease in gross profit was partially offset by material cost deflation of $8.6 million, a shift in sales to higher-margin products and higher units and parts volumes. Selling, general and administrative expenses decreased primarily due to favorable foreign currency movements of $3.4 million and lower marketing and bad debt expense in 2016 compared with 2015.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

The operating loss in JAPIC increased in 2016 compared with 2015 mainly as a result of lower gross profit from unfavorable currency movements of $3.9 million and lower product pricing.

Nuvera's operating loss increased in 2016 from 2015 primarily due to an increase of $13.7 million in development and production start-up expenses, including unfavorable inventory adjustments to reflect current selling prices. Nuvera's costs associated with producing prototype and early production components at low volumes also contributed to the higher development expenses during 2016. In addition, Nuvera had increased marketing and employee-related costs as it continues transitioning from product development to commercialization and production.

The Company recognized net income attributable to stockholders of $42.8 million in 2016 compared with $74.7 million in 2015. The decrease was primarily the result of the decrease in operating profit, partially offset by a decrease in the reported income tax rate in 2016 compared with 2015. See "Financial Review - Income Taxes" and Note 6 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion of income taxes.

2015 Compared with 2014

The following table identifies the components of change in revenues for 2015 compared with 2014 :



	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

Revenues decreased 6.8% to $2,578.1 million in 2015 from $2,767.2 million in 2014. The decrease was mainly due to the strong U.S. dollar during 2015 compared with 2014.

Revenues in the Americas declined in 2015 from 2014 as a result of a shift in trucks sold from higher-priced Class 5 trucks, including Big Trucks, to lower-priced Class 3 warehouse trucks, a decline in unit volume and unfavorable currency movements of $36.9 million from the translation of sales into U.S. dollars, which strengthened against the Brazilian real. Total shipments in the Americas decreased slightly in 2015 compared with 2014 as unit volume improvements in North America were more than offset by the effect of the depressed Brazil economy. The decrease was partially offset by the favorable effect of price increases announced earlier in 2015 in North America and price increases in Brazil to offset the impact of the weak Brazilian real, as well as an increase in other revenues.

EMEA's revenues declined in 2015 from 2014, mainly as a result of unfavorable currency movements of $106.7 million, from the translation of sales into U.S. dollars, partially offset by improved unit volume. Total shipments in EMEA increased slightly in 2015 compared with 2014.

Revenues in JAPIC declined in 2015 compared with 2014. The decrease was primarily the result of unfavorable foreign currency movements of $16.3 million and the effects of lower shipments, mainly in China.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

The following table identifies the components of change in operating profit for 2015 compared with 2014 :



	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

The Company recognized operating profit of $103.5 million in 2015 compared with operating profit of $148.8 million in 2014. Operating profit for 2015 included the results of Nuvera's operations. In addition, operating profit for 2014 included a gain of $17.7 million related to the sale of the Brazil real estate and operating facility and $3.1 million of costs related to the acquisition of Nuvera in December 2014.

The operating profit of the lift truck business decreased due to lower gross profit, partially offset by lower selling, general and administrative expenses. Gross profit decreased primarily from unfavorable foreign currency movements of $21.4 million, unfavorable manufacturing variances and lower volumes partially offset by material cost deflation and price increases in 2015. Selling, general and administrative expenses decreased primarily due to foreign currency movements of $15.0 million and lower employee-related costs, partially offset by an increase in bad debt expense.

Excluding the gain of $17.7 million related to the sale of the Brazil real estate and operating facility, both gross profit and operating profit in the Americas improved in 2015 compared with the prior year. Gross profit was favorably impacted by material cost deflation and the effect of price increases announced earlier in 2015 in North America and price increases in Brazil to offset the impact of the weak Brazilian real. In addition, favorable foreign currency movements of $2.8 million improved gross profit during 2015. The overall improvement in the Americas gross profit was partially offset by unfavorable manufacturing variances, mainly due to the transition from the old plant to the new plant in Brazil and weather-related U.S. plant shutdowns during the first quarter of 2015, as well as lower volumes and a shift in sales to lower-margin lift trucks. Selling, general and administrative expenses decreased primarily due to lower employee-related costs and favorable currency movements of $4.2 million. These improvements were partially offset by $2.2 million of expense incurred during 2015, primarily as a result of the move to the new Brazil plant.

The effect of currency movements significantly reduced EMEA's operating profit in 2015 compared with 2014. Benefits realized in gross profit from higher shipments and material cost deflation were more than offset by unfavorable currency movements of $24.0 million. The decline in EMEA's gross profit was partially offset by lower selling, general and administrative expenses as a result of favorable currency movements of $8.2 million, partially reduced by an increase in bad debt expense.

The Company recognized net income attributable to stockholders of $74.7 million in 2015 compared with $109.8 million in 2014. The decrease was primarily the result of the decrease in operating profit and an increase in the reported income tax rate in 2015 compared with 2014. See "Financial Review - Income Taxes" and Note 6 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion of income taxes.

Income taxes

The income tax provision includes U.S. federal, state and local, and non-U.S. income taxes. In determining the effective income tax rate, the Company analyzes various factors, including annual earnings, the laws of taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits, net operating loss and capital loss carryforwards, and available tax planning alternatives. Discrete items, including the effect of changes in tax laws,

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

tax rates, and certain items with respect to valuation allowances or other unusual or non-recurring tax adjustments are reflected in the period in which they occur.

Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards on a taxing jurisdiction basis. The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which it expects the temporary differences to be recovered or paid.

The authoritative guidance for income taxes requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50%) such assets will not be realized. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company's financial statements or tax returns and future profitability. The Company's accounting for deferred tax consequences represents its best estimate of those future events. Changes in the Company's estimates, due to unanticipated events or otherwise, could have a material effect on its financial condition and results of operations. The Company continually evaluates its deferred tax assets to determine if a valuation allowance is required.

A reconciliation of the consolidated federal statutory and reported income tax is as follows for the years ended December 31:



	2016			2015			2014
Income before income taxes	$	38.3		$	104.5		$	150.1
Gain on sale of Brazil plant	—			—			17.7
	$	38.3		$	104.5		$	132.4
Statutory taxes at 35%	$	13.4		$	36.6		$	46.3
Permanent adjustments:
Non-U.S. rate differences	(9.0		)	(13.3		)	(9.5		)
Equity interest earnings	(2.2		)	(1.9		)	(1.7		)
Federal income tax credits	(1.7		)	—			—
Valuation allowance	2.4			9.3			(0.4		)
Other	0.6			1.0			0.4
State income taxes	0.1			3.4			3.2
	$	(9.8	)	$	(1.5	)	$	(8.0	)
Discrete items:
Valuation allowance	(2.6		)	(3.4		)	(1.1		)
Provision to return adjustments	(1.9		)	(0.2		)	(2.1		)
Sale of non-U.S. investment	(1.9		)	(3.7		)	—
Other	(1.2		)	1.6			(1.4		)
	$	(7.6	)	$	(5.7	)	$	(4.6	)
Income tax expense on gain on sale of Brazil plant	—			—			6.2
Income tax provision	$	(4.0	)	$	29.4		$	39.9
Reported income tax rate	n.m.			28.1		%	26.6		%
n.m. - not meaningful

The Company's effective income tax rate differs from the U.S. federal statutory tax rate of 35% primarily as a result of income taxed in non-U.S. jurisdictions and changes in valuation allowances primarily in non-U.S. jurisdictions.

In addition, the effect of discrete items on the reported income tax rate was as follows:

During 2016, the Company received a notice from the Italian Tax Authority approving the transfer of certain tax losses as part of an internal restructuring. As a result, the Company believes it is more likely than not that deferred tax assets for such losses will be realized in the foreseeable future, and has released the valuation allowance previously provided. The Company also

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

recognized discrete tax benefits from provision to return adjustments primarily related to a U.S. tax deduction for manufacturing activities and adjustments for the taxation of certain foreign earnings and a tax benefit from an internal sale of a subsidiary between affiliated companies resulting in the repatriation of non-U.S. accumulated earnings which triggered a currency loss for U.S. tax purposes.

Other discrete items during 2016 include a discrete tax benefit of $4.0 million. As a result of the Bolzoni acquisition, the Company changed its previous reinvestment assertion; and consequently, all of the earnings of its European operations are now considered permanently reinvested and the previously provided deferred tax liability is no longer required. In addition, the Company recognized a discrete tax expense of $1.6 million related to non-deductible acquisition expenses and a discrete tax expense of $2.1 million for net additions for unrecognized tax benefits.

During 2014 and 2015, a significant downturn was experienced in the Company's Brazilian operations. This significant decrease in operations and actions taken by management to reduce its manufacturing activity to more appropriate levels, coupled with the continued low expectations in the near term for the Brazilian lift truck market and the continuing devaluation of the Brazilian real, caused the Company in 2015 to forecast a three-year cumulative loss for its Brazilian operations. Although the Company projects earnings over the longer term for its Brazilian operations, such longer-term forecasts are not sufficient positive evidence to support the future utilization of deferred tax assets when a three-year loss is determined. Accordingly, in 2015, the Company recorded a valuation allowance adjustment of $1.9 million against its deferred tax assets in Brazil as a discrete tax adjustment. The Company also recognized $2.4 million and $5.6 million in 2016 and 2015, respectively, of valuation allowances related to pre-tax losses in Brazil included in its effective tax rate.

During 2015, the Company came to a tentative agreement in negotiating an Advance Pricing Agreement with the Australian Tax Authority. The terms of the agreement were finalized in 2016 and will extend through 2020. As a result of this agreement, in 2015, the Company released a portion of the valuation allowance of $4.4 million, related to the deferred tax asset that it expected would be utilized in the foreseeable future. In 2015, the Company also recognized a discrete tax benefit from an internal sale of a subsidiary between consolidated companies resulting in the repatriation of non-U.S. accumulated earnings taxed at higher rates.

During 2014, the Company recognized discrete tax items from provision to return adjustments primarily related to certain foreign earnings and repatriations and the effect of U.S. tax deductions for manufacturing activities. In addition, during 2014, the Company recognized a gain on the sale of real estate and an operating facility in Brazil of $17.7 million, and related income tax expense of $6.2 million. The income tax expense related to the gain was considered an unusual and non-recurring transaction and excluded from the computation of the effective income tax rate.

See Note 6 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion of income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following tables detail the change in cash flow for the years ended December 31 :



	2016			2015			Change
Operating activities:
Net income	$	42.3		$	75.1		$	(32.8	)
Depreciation and amortization	39.1			28.9			10.2
Stock-based compensation	4.9			2.9			2.0
Dividends from unconsolidated affiliates	5.1			2.5			2.6
Other	(27.7		)	4.6			(32.3		)
Working capital changes, excluding the effect of business acquisitions	(112.6		)	(24.6		)	(88.0		)
Net cash provided by (used for) operating activities	(48.9		)	89.4			(138.3		)

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)



	2016			2015			Change
Investing activities:
Expenditures for property, plant and equipment	(42.7		)	(46.6		)	3.9
Proceeds from the sale of property, plant and equipment	13.7			14.4			(0.7		)
Business acquisitions, net of cash acquired	(116.1		)	0.9			(117.0		)
Net cash used for investing activities	(145.1		)	(31.3		)	(113.8		)

Cash flow before financing activities	$	(194.0	)	$	58.1		$	(252.1	)

The change in net cash provided by (used for) operating activities in 2016 compared with 2015 was primarily the result of changes in working capital items, lower net income and changes in other operating activities. The change in working capital was mainly due to an increase in inventory at Nuvera, accounts receivable in the Americas and a decrease in accounts payable primarily in the Americas and Bolzoni. The decrease in accounts payable was primarily due to an unplanned systems-related acceleration of supplier payments in December 2016 in the Americas.

The change in net cash used for investing activities during 2016 compared with 2015 is mainly the result of the acquisition of Bolzoni in the second quarter of 2016.



	2016			2015			Change
Financing Activities:
Net addition of long-term debt and revolving credit agreements	$	99.0		$	11.4		$	87.6
Cash dividends paid	(19.2		)	(18.4		)	(0.8		)
Cash dividends paid to noncontrolling interest	(0.2		)	—			(0.2		)
Financing fees paid	(1.7		)	—			(1.7		)
Purchase of treasury stock	—			(0.1		)	0.1
Net cash provided by (used for) financing activities	$	77.9		$	(7.1	)	$	85.0

The change in net cash provided by (used for) financing activities during 2016 compared with 2015 was primarily due to borrowings under the Facility (as defined below) during 2016, mainly as a result of the decrease in accounts payable in the Americas in December 2016 and the acquisition of Bolzoni.

Financing Activities

The Company has a $240.0 million secured, floating-rate revolving credit facility (the "Facility”) that expires in April 2021. There were $106.0 million borrowings outstanding under the facility at December 31, 2016 . The excess availability under the Facility, at December 31, 2016 , was $127.7 million , which reflects reductions of $6.3 million for letters of credit. The Facility consists of a U.S. revolving credit facility of $140.0 million and a non-U.S. revolving credit facility of $100.0 million. The Facility can be increased up to $340.0 million over the term of the agreement in minimum increments of $10.0 million subject to certain conditions. The obligations under the Facility are generally secured by a lien on the working capital assets of the borrowers in the Facility, which include but are not limited to, cash and cash equivalents, accounts receivable and inventory. The approximate book value of assets held as collateral under the Facility was $530 million as of December 31, 2016 .

Borrowings bear interest at a floating rate that can be a base rate or LIBOR, as defined in the Facility, plus an applicable margin. The applicable margins, effective December 31, 2016 , for U.S. base rate loans and LIBOR loans were 0.50% and 1.50% , respectively. The applicable margins, effective December 31, 2016 , for non-U.S. base rate loans and LIBOR loans was 1.50% . The applicable LIBOR interest rates under the Facility on December 31, 2016 were 2.25% and 1.50% for the U.S. and non-U.S facility, respectively, including the applicable floating rate margin. The Facility also requires the payment of a fee on the unused commitments. As of December 31, 2016 , the applicable unused fee was 0.350% per annum.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company and its subsidiaries subject to certain thresholds, as defined in the Facility, and limits the payment of dividends. If the minimum availability threshold, as defined in the Facility, is greater than fifteen percent and less than twenty percent for both total and U.S. revolving credit facilities, the Company may pay dividends subject to maintaining a certain level of availability prior to and upon payment of a dividend and achieving a minimum fixed charge coverage ratio of 1.00 to 1.00, as defined in the Facility. If the minimum availability threshold, as defined in the Facility, is greater than twenty percent for both total and U.S. revolving credit facilities, the Company may pay dividends without any minimum fixed charge coverage ratio requirement. The Facility also requires the Company to achieve a minimum fixed charge coverage ratio in certain circumstances in which total excess availability is less than ten percent of the total commitments under the Facility or excess availability under the U.S. revolving credit facility is less than ten percent of the U.S. revolver commitments, as defined in the Facility. At December 31, 2016, the Company was in compliance with the covenants in the Facility.

In addition, the Company had other borrowings outstanding, excluding capital leases, of approximately $78.5 million at December 31, 2016 . In addition to the excess availability under the Facility, the Company had remaining availability of $47.5 million related to other non-U.S. revolving credit agreements.

The Company believes funds available from cash on hand, the Facility, other available lines of credit and operating cash flows will provide sufficient liquidity to meet its operating needs and commitments during the next twelve months and until the expiration of the Facility in April 2021.

Contractual Obligations, Contingent Liabilities and Commitments

Following is a table summarizing the contractual obligations as of December 31, 2016 :



	Payments Due by Period
Contractual Obligations	Total		2017		2018		2019		2020		2021		Thereafter
Facility	$	106.0	$	69.0	$	37.0	$	—	$	—	$	—	$	—
Variable interest payments on Facility	3.1		2.4		0.7		—		—		—		—
Other Revolving Facilities	10.0		10.0		—		—		—		—		—
Variable interest payments on other revolving facilities	0.1		0.1		—		—		—		—		—
Other debt	68.5		42.5		13.0		9.0		3.8		0.2		—
Variable interest payments on other debt	1.5		1.1		0.3		0.1		—		—		—
Capital lease obligations including principal and interest	27.6		8.0		7.2		5.6		4.6		2.2		—
Operating leases	48.4		18.4		14.2		7.6		4.5		1.7		2.0
Purchase and other obligations	391.0		386.6		1.1		1.0		0.9		—		1.4
Total contractual cash obligations	$	656.2	$	538.1	$	73.5	$	23.3	$	13.8	$	4.1	$	3.4

The Company has a contingent consideration arrangement which requires the Company to pay additional consideration to Nuvera's selling shareholders for payments based on future deployment of certain elements of the acquired technology through 2029. The fair value of the contingent consideration arrangement at December 31, 2016 was $0.6 million. The actual payments related to the contingent consideration arrangement can vary significantly each year due to changes in the actual results of Nuvera, as a result, the contingent consideration arrangement has not been included in the table above. No payments have been made under this arrangement.

The Company has a long-term liability of approximately $6.4 million for unrecognized tax benefits, including interest and penalties, as of December 31, 2016 . At this time, the Company is unable to make a reasonable estimate of the timing of payments due to, among other factors, the uncertainty of the timing and outcome of the Company's audits.

An event of default, as defined in the agreements governing the Facility, other debt agreements, and in operating and capital lease agreements, could cause an acceleration of the payment schedule. No such event of default has occurred or is anticipated under these agreements.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

The Company's interest payments are calculated based upon the anticipated payment schedule and the December 31, 2016 applicable rates and applicable margins as described in the Facility and other debt agreements. A 1/8% increase in the LIBOR rate would increase the Company's estimated total interest payments on debt by less than $0.1 million.

The purchase and other obligations are primarily for accounts payable, open purchase orders and accrued payroll and incentive compensation.

Pension funding can vary significantly each year due to plan amendments, changes in the market value of plan assets, legislation and the Company's funding decisions to contribute any excess above the minimum legislative funding requirements. As a result, pension funding has not been included in the table above. Pension benefit payments are made from assets of the pension plans. The Company expects to contribute approximately $3.0 million to its non-U.S. pension plans in 2017 . No contributions to the Company's U.S. pension plans are expected in 2017 .

In addition, the Company has recourse and repurchase obligations with a maximum undiscounted potential liability of $149.3 million at December 31, 2016 . Recourse and repurchase obligations primarily represent contingent liabilities assumed by the Company to support financing agreements made between the Company's customers and third-party finance companies for the customer’s purchase of lift trucks from the Company. For these transactions, the Company or a third-party finance company retains a perfected security interest in the lift truck, such that the Company would take possession of the lift truck in the event it would become liable under the terms of the recourse and repurchase obligations. Generally, these commitments are due upon demand in the event of default by the customer. The security interest is normally expected to equal or exceed the amount of the commitment. To the extent the Company would be required to provide funding as a result of these commitments, the Company believes the value of its perfected security interest and amounts available under existing credit facilities are adequate to meet these commitments in the foreseeable future.

The amount of the recourse or repurchase obligations increases and decreases over time as obligations under existing arrangements expire and new obligations arise in the ordinary course of business. Losses anticipated under the terms of the recourse or repurchase obligations were not significant at December 31, 2016 and reserves have been provided for such losses in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. See also “Related Party Transactions” below.

Capital Expenditures

The following table summarizes actual and planned capital expenditures:



	Planned 2017		Actual 2016		Actual 2015
Lift truck business	$	40.4	$	36.5	$	43.9
Bolzoni	5.0		4.0		—
Nuvera	4.1		2.2		2.7
	$	49.5	$	42.7	$	46.6

Planned expenditures in 2017 are primarily for product development, improvements to information technology infrastructure, improvements at manufacturing locations and manufacturing equipment. The principal sources of financing for these capital expenditures are expected to be internally generated funds and bank financing.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

Capital Structure



	December 31
	2016			2015			Change
Cash and cash equivalents	$	43.2		$	155.1		$	(111.9	)
Other net tangible assets	531.5			357.1			174.4
Intangible assets	56.2			3.6			52.6
Goodwill	50.7			—			50.7
Net assets	681.6			515.8			165.8
Total debt	(211.2		)	(53.1		)	(158.1		)
Total equity	$	470.4		$	462.7		$	7.7
Debt to total capitalization	31		%	10		%	21		%

RELATED PARTY TRANSACTIONS

The Company has a 20% ownership interest in HYG Financial Services, Inc. ("HYGFS"), a joint venture with Wells Fargo Financial Leasing, Inc. (“WF”), formed primarily for the purpose of providing financial services to independent Hyster ^® and Yale ^® lift truck dealers and National Account customers in the United States. The Company’s ownership in HYGFS is accounted for using the equity method of accounting.

Under the terms of the joint venture agreement with WF, the Company provides recourse for wholesale financing provided by HYGFS to the Company's dealers. Additionally, the credit quality of a customer or concentration issues within WF may require providing recourse or repurchase obligations for lift trucks purchased by customers and financed through HYGFS. At December 31, 2016 , approximately $130.3 million of the Company’s total recourse or repurchase obligations of $149.3 million related to transactions with HYGFS. The Company has reserved for losses under the terms of the recourse or repurchase obligations in its consolidated financial statements. Historically, the Company has not had significant losses with respect to these obligations. During 2016 , 2015 and 2014 , the net losses resulting from customer defaults did not have a material impact on the Company’s results of operations or financial position.

In connection with the joint venture agreement, the Company also provides a guarantee to WF for 20% of HYGFS’ debt with WF, such that the Company would become liable under the terms of HYGFS’ debt agreements with WF in the case of default by HYGFS. At December 31, 2016 , loans from WF to HYGFS totaled $860.7 million . Although the Company's contractual guarantee was $172.1 million , the loans by WF to HYGFS are secured by HYGFS’ customer receivables, of which the Company guarantees $130.3 million . Excluding the $130.3 million of HYGFS receivables guaranteed by the Company from HYGFS’ loans to WF, the Company’s incremental obligation as a result of this guarantee to WF is $151.4 million , which is secured by 20% of HYGFS' customer receivables and other secured assets of $229.7 million . HYGFS has not defaulted under the terms of this debt financing in the past and although there can be no assurances, the Company is not aware of any circumstances that would cause HYGFS to default in future periods.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

The following table includes the exposure amounts related to the Company's guarantees at December 31, 2016 :



	HYGFS		Total
Total recourse or repurchase obligations	$	130.3	$	149.3
Less: exposure limited for certain dealers	33.5		33.5
Plus: 7.5% of original loan balance	7.1		7.1
	103.9		122.9
Incremental obligation related to guarantee to WF	151.4		151.4
Total exposure related to guarantees	$	255.3	$	274.3

In addition to providing financing to the Company’s dealers, HYGFS provides operating lease financing to the Company. Operating lease obligations primarily relate to specific sale-leaseback-sublease transactions for certain customers whereby the Company sells lift trucks to HYGFS, leases these lift trucks back under an operating lease agreement and then subleases those lift trucks to customers under an operating lease agreement. Total obligations to HYGFS under the operating lease agreements were $17.2 million and $14.3 million at December 31, 2016 and 2015 , respectively. In addition, the Company provides certain subsidies to its dealers that are paid directly to HYGFS. Total subsidies were $2.8 million , $2.8 million and $3.0 million for 2016 , 2015 and 2014 , respectively.

The Company provides certain services to HYGFS for which it receives compensation under the terms of the joint venture agreement. These services consist primarily of administrative functions and remarketing services. Total income recorded by the Company related to these services was $9.8 million in 2016 , $14.6 million in 2015 and $12.0 million in 2014 . In addition, in December 2015, the Company received $5.0 million as an amendment fee that was deferred and will be recognized over the remaining term of the agreement which expires in December 2018.

The Company has a 50% ownership interest in Sumitomo NACCO Forklift Co., Ltd. (“SN”), a limited liability company that was formed in 1970 primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ^® - and Yale ^® -branded lift trucks and related components and service parts outside of Japan. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each shareholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. As a result, the Company accounts for its ownership in SN using the equity method of accounting. The Company purchases products from SN for sale outside of Japan under agreed-upon terms. In 2016 , 2015 and 2014 , purchases from SN were $55.0 million , $57.1 million and $70.7 million , respectively. Amounts payable to SN at December 31, 2016 and 2015 were $16.5 million and $15.8 million , respectively.

Additionally, the Company recognized income of $0.5 million , $0.3 million and $1.1 million during 2016 , 2015 and 2014 , respectively, for payments from SN for use of technology developed by the Company.

OUTLOOK

Americas Outlook

After a stronger than expected market in 2016, the Company expects the Americas market to moderate in 2017, primarily as a result of a modestly weaker North America market, partly offset by an anticipated partial market recovery in Brazil. Despite these market conditions, unit shipments, revenues and parts sales are expected to increase in 2017 over 2016 due to an increase in sales of higher-priced Class 2 and Class 5 internal combustion engine trucks and anticipated market share increases. Revenues are expected to increase in each 2017 quarter over the prior year comparable quarter, with the strongest growth in the second half of the year.

Full-year 2017 operating profit in the Americas segment is also expected to increase compared with 2016, largely as a result of an increase in sales of higher-margin units and an increase in product pricing, partially offset by material cost inflation and higher operating expenses.

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

EMEA Outlook

During 2015, EMEA had currency hedges in place that mitigated the unfavorable effect of the strengthening U.S. dollar. As these hedges have expired, they have been replaced with contracts with less favorable currency rates. Further, the strong U.S. dollar is expected to continue to have an unfavorable impact on the EMEA results in 2017. However, over the longer term, the decline in the British pound is expected to improve the competitive position of the Company's plant in Northern Ireland.

In 2017, moderate overall growth in the EMEA markets is expected to be driven by strength in Eastern and Western Europe partially offset by continued lower demand in the Middle East and Africa market, as well as moderating market demand for Class 5 Big Trucks. As a result of these market conditions, anticipated market share gains and product price increases, units and parts revenues are expected to increase in 2017, with greater revenue growth anticipated in the first half of the year, particularly the first quarter, against lower 2016 comparable revenues.

Full-year 2017 operating profit in the EMEA segment is expected to decrease compared with 2016. Operating profit in the first half of 2017 is anticipated to be comparable to the first half of 2016 as improved unit and parts revenues are expected to be offset by higher operating expenses and material cost inflation. However, as the revenue improvements moderate in the second half of the year, operating profit is expected to decrease compared with the second half of 2016.

JAPIC Outlook

In 2017, the JAPIC market is expected to be comparable to 2016, with improvements in the Asia and China markets mostly offset by moderating Japan and Pacific markets. However, as a result of the continued implementation of the Company's strategic initiatives, revenues and operating results are expected to improve compared with 2016. Operating results in the first half of 2017 are expected to be lower than the first half of 2016, but are expected to be more than offset by improvements in the second half of the year.

Overall Lift Truck Outlook

Full-year 2016 lift truck results were significantly affected by up-front investments made to move forward the Company's share gain initiatives. Overall, full-year lift truck net income declined as a result of the unfavorable effect of lower pricing, including deal-specific pricing, at less than target margins and reduced sales volumes, which led to lower absorption of fixed costs and higher manufacturing variances. Increased selling, general and administrative expenses, including acquisition-related costs and higher marketing-related expenses also contributed to the decrease in net income as the Company invested to position itself to achieve its targeted objectives.

In contrast, in 2017, progress toward achieving these targeted objectives is expected due to the continued focus on gaining market share, the development of new products and the 2016 investments made in the share gain initiatives. The global lift truck market in 2017 is expected to be comparable to 2016. Despite this market environment, the Company expects these activities to result in increasing sales volumes and enhanced margins through pricing, while maintaining headcount near current levels.

More specifically, unit and parts revenues and operating profit are expected to increase in 2017 compared with 2016 as a result of the anticipated market share gains. Net income in 2017 is also expected to increase modestly from 2016 as benefits from the improvement in operating profit are expected to be partially offset by a higher income tax rate and the absence of tax benefits recognized in 2016.

Commodity costs declined throughout 2016, but are expected to increase in 2017 from the low 2016 levels. Commodities, including steel in particular, remain volatile and sensitive to changes in the global economy and the Company will continue to monitor these closely.

The Company remains focused on implementing its key strategic initiatives of understanding customer needs, providing the lowest cost of ownership over the life-cycle of the truck, enhancing its independent distribution, increasing its warehouse market position, increasing the Company's success in the Asia markets, increasing its Big Truck market position, strengthening its sales and marketing organization, and leveraging its solutions and technology drivers.

The Company is also developing new products in many segments that are expected to support its market share growth. Production began on the new standard 2.0-3.0 ton Class 5 internal combustion engine lift truck late in the third quarter of

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

2016, and shipments began early in the fourth quarter. Production also began on the Company's new European 1-1.6 ton pedestrian pallet stacker during the third quarter of 2016 and shipments began late in the fourth quarter. Early in the second quarter of 2017, the Company expects to launch a new economy ReachStacker Big Truck dedicated to high volume container handling applications in defined markets. As these new products gain traction and other new products in the pipeline are introduced, these new products are expected to help increase market share, improve revenues and enhance operating margins in 2017 and in the long term.

Bolzoni Outlook

The majority of Bolzoni's revenues are generated in the EMEA market, primarily Eastern and Western Europe, and, to a lesser degree, in the North America market. As a result of anticipated growth in the EMEA markets, recent OEM commitments and the implementation of sales enhancement programs, Bolzoni expects 2017 revenues to increase compared with its full-year 2016 revenues and be comparable to the annualized fourth quarter 2016 revenues.

In addition to the increase in revenues, the implementation of integrated lift truck and Bolzoni programs are expected to generate growth in operating profit and net income and generate more operating leverage from sales growth. In addition, the absence of one-time purchase accounting adjustments recognized in 2016 will contribute to the improvement in results.

Nuvera Outlook

With initial commercialization now underway, Nuvera is being reorganized to focus on its core competencies of fuel cell stack and engine manufacturing while continuing development of its hydrogen generation appliance and its electro-chemical compressor. Consistent with the Company's original acquisition plan, responsibility for the next generation of battery-box replacements, as well as the integration of Nuvera's fuel cell engines directly into the lift truck product range, will be shifted to the lift truck business during 2017. Nuvera will continue, for now, to manufacture its current generation battery-box replacements but as a manufacturer for the lift truck business and will provide ongoing design assistance to the lift truck business development group. This structure will permit Nuvera to focus on its core intellectual property in developing fuel cells and on commercialization of the fuel cell stacks and engines as a fuel cell engine supplier to the lift truck business. In turn, the lift truck business will focus on its core competency of integrating engines of all types into forklift trucks, using its established expertise in product development, supply chain, manufacturing and end-product and aftermarket sales.

The first shipments of Nuvera's battery-box replacement product began just before the two-year anniversary of the acquisition of Nuvera. While initial commercialization took longer than anticipated, the Company is pleased with the design innovation Nuvera has shown in its core technologies, as well as in its current generation of battery-box replacements. However, production costs for these units are currently higher than target costs. Nuvera and the Company are focused on reducing manufacturing costs per unit as production increases and greater economies of scale are achieved through the combination of Nuvera's technology and innovation with the lift truck business' supply chain, manufacturing and distribution expertise. After Nuvera’s success of delivering to its launch customer and successful trials and demonstrations at other customers, the Company has confidence there is adequate demand to begin volume production of the battery-box replacements and integrated solutions at its Greenville, North Carolina manufacturing plant during the second half of 2017.

While transition plans continue, new orders are being received and further demonstrations are planned, which are expected to provide additional sales opportunities. As a result, Nuvera ^® Fuel Cell System unit shipments and related revenues are expected to increase significantly in 2017 over 2016, most substantially in the second half of the year.

Nuvera plans to build out its current generation inventory prior to transitioning production to Greenville. Until the target cost structure is in place and the supply chain and manufacturing efficiencies are realized, development and inventory costs are expected to result in continued inventory adjustments to reflect current selling prices, but at a decreasing rate. In 2017, as additional revenues are generated and the Company and Nuvera work to reduce manufacturing costs per unit, Nuvera expects a lower net loss than in 2016, including inventory adjustments, especially in the first half of 2017. Nuvera's objective is to reach a quarterly break-even operating profit during 2018.

The Company believes the commercialization of Nuvera fuel cell-related technologies is an investment that will reinforce the Company’s core strategies and help drive further lift truck unit market share growth, as well as meet customer needs. It also provides the Company with the ability to expand its power solutions offerings, as well as its offering of best-in-class energy

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

solutions to customers, by integrating fuel cells with lift trucks in ways that are expected to optimize the performance and energy efficiency of the total lift truck system.

RECENTLY ISSUED ACCOUNTING STANDARDS

For information regarding recently issued accounting standards refer to Note 2 to the Consolidated Financial Statements in this Form 10-K.

EFFECTS OF FOREIGN CURRENCY

The Company operates internationally and enters into transactions denominated in foreign currencies. As a result, the Company is subject to the variability that arises from exchange rate movements. The effects of foreign currency fluctuations on revenues, operating profit and net income are addressed in the previous discussions of operating results. The Company's use of foreign currency derivative contracts is discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market Risk,” of this Form 10-K.

FORWARD-LOOKING STATEMENTS

The statements contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere throughout this Annual Report on Form 10-K that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation: (1) reduction in demand for lift trucks, attachments and related aftermarket parts and service on a global basis, (2) the ability of dealers, suppliers and end-users to obtain financing at reasonable rates, or at all, as a result of current economic and market conditions, (3) the political and economic uncertainties in the countries where the Company does business, (4) customer acceptance of pricing, (5) delays in delivery or increases in costs, including transportation costs, of raw materials or sourced products and labor or changes in or unavailability of quality suppliers, (6) exchange rate fluctuations, changes in import tariffs and monetary policies and other changes in the regulatory climate in the countries in which the Company operates and/or sells products, (7) delays in manufacturing and delivery schedules, (8) bankruptcy of or loss of major dealers, retail customers or suppliers, (9) customer acceptance of, changes in the costs of, or delays in the development of new products, (10) introduction of new products by, or more favorable product pricing offered by, competitors, (11) product liability or other litigation, warranty claims or returns of products, (12) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives, (13) changes mandated by federal, state and other regulation, including tax, health, safety or environmental legislation, (14) the successful commercialization of Nuvera's technology, (15) the successful integration of Bolzoni’s operations and employees, and (16) unfavorable effects of the United Kingdom's exit from the European Union on global operations.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

The Company has entered into certain financing arrangements that require interest payments based on floating interest rates. As such, the Company's financial results are subject to changes in the market rate of interest. The Company has entered into interest rate swap agreements to reduce the exposure to changes in the market rate of interest. The Company does not enter into interest rate swap agreements for trading purposes. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. See also Note 8 to the Consolidated Financial Statements in this Annual Report on Form 10-K.

For purposes of risk analysis, the Company uses sensitivity analysis to measure the potential loss in fair value of financial instruments sensitive to changes in interest rates. The Company assumes that a loss in fair value is an increase to its liabilities. The fair value of the Company's interest rate swap agreements was a net liability of $0.3 million at December 31, 2016 .

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Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share, Percentage Data and as Otherwise Noted)

A hypothetical 10% decrease in interest rates would cause a decrease in the fair value of interest rate swap agreements and the resulting fair value would be a liability of $0.5 million.

FOREIGN CURRENCY EXCHANGE RATE RISK

The Company operates internationally and enters into transactions denominated in foreign currencies. As such, the Company's financial results are subject to the variability that arises from exchange rate movements. The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies and not for trading purposes. These contracts generally mature within 36 months and require the companies to buy or sell euros, U.S. dollars, Japanese yen, British pounds, Swedish kroner and Mexican pesos for its functional currency at rates agreed to at the inception of the contracts. The fair value of these contracts was a net liability of $22.7 million at December 31, 2016 . See also Note 8 to the Consolidated Financial Statements in this Annual Report on Form 10-K.

For purposes of risk analysis, the Company uses sensitivity analysis to measure the potential loss in fair value of financial instruments sensitive to changes in foreign currency exchange rates. The Company assumes that a loss in fair value is either a decrease to its assets or an increase to its liabilities. Assuming a hypothetical 10% weakening of the U.S. dollar compared with other foreign currencies at December 31, 2016 , the fair value of foreign currency-sensitive financial instruments, which primarily represent forward foreign currency exchange contracts, would be decreased by $40.1 million compared with the fair value at December 31, 2016 . It is important to note that the change in fair value indicated in this sensitivity analysis would be somewhat offset by changes in the revaluation of the underlying receivables and payables.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 is set forth in the Financial Statements and Supplementary Data contained in Part IV of this Annual Report on Form 10-K and is hereby incorporated herein by reference to such information.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with accountants on accounting and financial disclosure for the three-year period ended December 31, 2016 .

Item 9A . CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of the Company's management, including the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company's disclosure controls and procedures were effective. Management has excluded Bolzoni from its assessment of the Company's disclosure controls and procedures because the Company acquired a majority interest in Bolzoni on April 1, 2016. As of December 31, 2016, Bolzoni constituted 16% of the Company's total assets.

Management's report on internal control over financial reporting: Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation under the framework in Internal Control — Integrated Framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2016 . As noted above in our evaluation of disclosure controls and procedures, management has excluded Bolzoni from its assessment of the effectiveness of the Company's internal control over financial reporting. Bolzoni represented 16% of the Company's total assets as of December 31, 2016. Bolzoni's revenues were $115.6 million for the year ended December 31, 2016. The Company's effectiveness of internal control over financial reporting has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in internal control: During the fourth quarter of 2016 , there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B . OTHER INFORMATION

None

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to Directors of the Company will be set forth in the 2017 Proxy Statement under the subheadings “Part Two — Proposals to be Voted on at the 2017 Annual Meeting — Election of Directors (Proposal 1) — Director Nominee Information,” which information is incorporated herein by reference.

Information with respect to the audit review committee and the audit review committee financial expert will be set forth in the 2017 Proxy Statement under the heading “Part One — Corporate Governance Information — Directors’ Meetings and Committees,” which information is incorporated herein by reference.

Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 by the Company's Directors, executive officers and holders of more than ten percent of the Company's equity securities will be set forth in the 2017 Proxy Statement under the subheading “Part Two — Proposals to be Voted on at the 2017 Annual Meeting — Election of Directors (Proposal 1) — Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference.

Information regarding the executive officers of the Company is included in this Annual Report on Form 10-K as Item 4A of Part I as permitted by Instruction 3 to Item 401(b) of Regulation S-K.

Information with respect to compensation committee interlocks and insider participation in compensation decisions will be set forth in the 2017 Proxy Statement under the heading "Part Three — Compensation Discussion and Analysis — Compensation Committee Interlocks and Insider Participation," which information is incorporated herein by reference.

The Company has adopted a code of ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer and controller, or other persons performing similar functions. The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under “Corporate Governance.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K.

Item 11. EXECUTIVE COMPENSATION

Information with respect to executive compensation will be set forth in the 2017 Proxy Statement under the subheadings “Part Two — Proposals to be Voted on at the 2017 Annual Meeting — Election of Directors (Proposal 1) — Director Compensation” and “Part Three — Executive Compensation Information,” which information is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to security ownership of certain beneficial owners and management will be set forth in the 2017 Proxy Statement under the heading “Beneficial Ownership of Class A Common and Class B Common,” which information is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2016 with respect to our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance, aggregated as follows:



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	601,271
Equity compensation plans not approved by security holders	—	N/A	—
Total	—	N/A	601,271
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	—

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information with respect to director independence, certain relationships and related transactions will be set forth in the 2017 Proxy Statement under the subheadings “Part One - Corporate Governance Information — Directors’ Meetings and Committees,” which information is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to principal accountant fees and services will be set forth in the 2017 Proxy Statement under the heading “Part Two - Proposals to be Voted on at the 2017 Annual Meeting — Confirmation of Appointment of Ernst & Young, LLP, the Independent Registered Public Accounting Firm of the Company for the Current Fiscal Year (Proposal 2)” which information is incorporated herein by reference.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) The response to Item 15(a)(1) is set forth beginning at page F-1 of this Annual Report on Form 10-K.

(a) (2) The response to Item 15(a)(2) is set forth beginning at page F-41 of this Annual Report on Form 10-K.

(a) (3) Listing of Exhibits — See the exhibit index beginning at page X-1 of this Annual Report on Form 10-K.

(b) The response to Item 15(b) is set forth beginning at page X-1 of this Annual Report on Form 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	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)

February 28, 2017

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ Alfred M. Rankin, Jr.	Chairman, President and Chief Executive Officer (principal executive officer), Director	February 28, 2017
Alfred M. Rankin, Jr.

/s/ Kenneth C. Schilling	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	February 28, 2017
Kenneth C. Schilling

* J.C. Butler, Jr.	Director	February 28, 2017
J.C. Butler, Jr.

* Carolyn Corvi	Director	February 28, 2017
Carolyn Corvi

* John P. Jumper	Director	February 28, 2017
John P. Jumper

* Dennis W. LaBarre	Director	February 28, 2017
Dennis W. LaBarre

* F. Joseph Loughrey	Director	February 28, 2017
F. Joseph Loughrey

* Claiborne R. Rankin	Director	February 28, 2017
Claiborne R. Rankin

* John M. Stropki	Director	February 28, 2017
John M. Stropki

* Britton T. Taplin	Director	February 28, 2017
Britton T. Taplin

* Eugene Wong	Director	February 28, 2017
Eugene Wong

* Kenneth C. Schilling, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.



/s/ Kenneth C. Schilling		February 28, 2017
Kenneth C. Schilling, Attorney-in-Fact

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ANNUAL REPORT ON FORM 10-K

ITEM 8, ITEM 15(a)(1) AND (2)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

FINANCIAL STATEMENTS

FINANCIAL STATEMENT SCHEDULE

YEAR ENDED DECEMBER 31, 2016

HYSTER-YALE MATERIALS HANDLING, INC.

CLEVELAND, OHIO

F-1

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FORM 10-K

ITEM 15(a)(1) AND (2)

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements of Hyster-Yale Materials Handling, Inc. and Subsidiaries are incorporated by reference in Item 8:



Report of Ernst & Young LLP, Independent Registered Public Accounting Firm — For each of the three years in the period ended December 31, 2016	F-3
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm on Internal Control over Financial Reporting — as of December 31, 2016	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Comprehensive Income (Loss)	F-6
Consolidated Balance Sheets	F-7
Consolidated Statements of Cash Flows	F-8
Consolidated Statements of Equity	F-9
Notes to Consolidated Financial Statements.	F-10

The following consolidated financial statement schedule of Hyster-Yale Materials Handling, Inc. and Subsidiaries are included in Item 15(a):



Schedule II — Valuation and Qualifying Accounts	F-41

All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

F-2

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Hyster-Yale Materials Handling, Inc.

We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc. and Subsidiaries (collectively “the Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 28, 2017 expressed an unqualified opinion thereon.



			/s/ Ernst & Young LLP
Cleveland, Ohio
February 28, 2017

F-3

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Hyster-Yale Materials Handling, Inc.

We have audited Hyster-Yale Materials Handling, Inc. and Subsidiaries' (collectively "the Company") internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting in Item 9A of the Form 10-K. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Bolzoni, which is included in the 2016 consolidated financial statements of the Company and constituted 16% of total assets as of December 31, 2016 and 4% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Bolzoni.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2016 of the Company and our report dated February 28, 2017 expressed an unqualified opinion thereon.





			/s/ Ernst & Young LLP
Cleveland, Ohio
February 28, 2017

F-4

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



	Year Ended December 31
	2016			2015			2014
	(In millions, except per share data)
Revenues	$	2,569.7		$	2,578.1		$	2,767.2
Cost of sales	2,142.2			2,147.3			2,319.5
Gross Profit	427.5			430.8			447.7
Operating Expenses
Selling, general and administrative expenses	392.9			327.3			316.7
Gain on the sale of assets	(0.3		)	—			(17.8		)
	392.6			327.3			298.9
Operating Profit	34.9			103.5			148.8
Other (income) expense
Interest expense	6.7			4.7			3.9
Income from unconsolidated affiliates	(7.1		)	(6.1		)	(5.6		)
Other, net	(3.0		)	0.4			0.4
	(3.4		)	(1.0		)	(1.3		)
Income Before Income Taxes	38.3			104.5			150.1
Income tax provision (benefit)	(4.0		)	29.4			39.9
Net Income	42.3			75.1			110.2
Net (income) loss attributable to noncontrolling interest	0.5			(0.4		)	(0.4		)
Net Income Attributable to Stockholders	$	42.8		$	74.7		$	109.8

Basic Earnings per Share Attributable to Stockholders	$	2.61		$	4.58		$	6.61
Diluted Earnings per Share Attributable to Stockholders	$	2.61		$	4.57		$	6.58

See Notes to Consolidated Financial Statements.

F-5

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



	Year Ended December 31
	2016			2015			2014
	(In millions)
Net Income	$	42.3		$	75.1		$	110.2
Other comprehensive income (loss)
Foreign currency translation adjustment	(1.9		)	(49.7		)	(41.7		)
Current period cash flow hedging activity, net of $6.5 tax benefit in 2016, net of $6.4 tax benefit in 2015 and net of $6.4 tax benefit in 2014	(9.0		)	(4.7		)	(3.8		)
Reclassification of hedging activities into earnings, net of $2.2 tax expense in 2016, net of $6.0 tax expense in 2015 and net of $2.5 tax expense in 2014	0.8			2.7			3.7
Current period pension adjustment, net of $3.8 tax benefit in 2016, net of $1.5 tax benefit in 2015 and net of $3.6 tax benefit in 2014	(17.4		)	(3.4		)	(7.0		)
Reclassification of pension into earnings, net of $0.7 tax expense in 2016, net of $0.9 tax expense in 2015 and net of $1.5 tax expense in 2014	2.0			2.3			3.7
Comprehensive Income	$	16.8		$	22.3		$	65.1
Other comprehensive income (loss) attributable to noncontrolling interests
Net (income) loss attributable to noncontrolling interests	0.5			(0.4		)	(0.4		)
Foreign currency translation adjustment attributable to noncontrolling interests	2.2			—			—
Comprehensive Income Attributable to Stockholders	$	19.5		$	21.9		$	64.7

See Notes to Consolidated Financial Statements.

F-6

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	December 31
	2016			2015
	(In millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	$	43.2		$	155.1
Accounts receivable, net of allowances of $10.3 in 2016 and $8.3 in 2015	375.3			324.1
Inventories, net	352.2			304.6
Prepaid expenses and other	39.3			35.1
Total Current Assets	810.0			818.9
Property, Plant and Equipment, Net	255.1			184.5
Intangible Assets	56.2			3.6
Goodwill	50.7			—
Deferred Income Taxes	43.9			32.7
Investment in Unconsolidated Affiliates	45.9			42.9
Other Non-current Assets	25.3			13.3
Total Assets	$	1,287.1		$	1,095.9
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	242.4		$	279.6
Accounts payable, affiliates	16.5			15.8
Revolving credit facilities	79.0			—
Current maturities of long-term debt	50.0			33.5
Accrued payroll	43.7			47.7
Accrued warranty obligations	27.8			29.1
Other current liabilities	117.1			99.5
Total Current Liabilities	576.5			505.2
Long-term Debt	82.2			19.6
Self-insurance Liabilities	19.7			17.5
Pension Obligations	37.2			22.3
Deferred Income Taxes	11.4			—
Other Long-term Liabilities	89.7			68.6
Total Liabilities	816.7			633.2
Stockholders’ Equity
Common stock:
Class A, par value $0.01 per share, 12,466,463 shares outstanding (2015 - 12,377,994 shares outstanding)	0.1			0.1
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 3,924,291 shares outstanding (2015 - 3,945,822 shares outstanding)	0.1			0.1
Capital in excess of par value	319.6			320.3
Treasury stock	(36.9		)	(42.5		)
Retained earnings	360.3			336.7
Accumulated other comprehensive loss	(179.4		)	(153.9		)
Total Stockholders’ Equity	463.8			460.8
Noncontrolling Interest	6.6			1.9
Total Equity	470.4			462.7
Total Liabilities and Equity	$	1,287.1		$	1,095.9

See Notes to Consolidated Financial Statements.

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year Ended December 31
	2016			2015			2014
	(In millions)
Operating Activities
Net income	$	42.3		$	75.1		$	110.2
Adjustments to reconcile net income to net cash provided (used for) by operating activities:
Depreciation and amortization	39.1			28.9			29.7
Amortization of deferred financing fees	1.1			1.2			1.2
Deferred income taxes	(7.4		)	(1.4		)	1.8
Gain on sale of assets	(0.3		)	—			(17.8		)
Stock-based compensation	4.9			2.9			6.0
Dividends from unconsolidated affiliates	5.1			2.5			—
Other non-current liabilities	(6.0		)	3.8			0.7
Other	(15.1		)	1.0			0.3
Working capital changes, excluding the effect of business acquisitions:
Accounts receivable	(27.5		)	6.2			(8.5		)
Inventories	(14.9		)	6.2			(28.8		)
Other current assets	(3.2		)	(0.6		)	1.0
Accounts payable	(53.8		)	(39.3		)	4.7
Other liabilities	(13.2		)	2.9			(0.5		)
Net cash provided by (used for) operating activities	(48.9		)	89.4			100.0
Investing Activities
Expenditures for property, plant and equipment	(42.7		)	(46.6		)	(48.5		)
Proceeds from the sale of assets	13.7			14.4			8.7
Business acquisition, net of cash acquired	(116.1		)	0.9			(3.9		)
Other	—			—			(0.7		)
Net cash used for investing activities	(145.1		)	(31.3		)	(44.4		)
Financing Activities
Additions to long-term debt	40.1			46.4			31.1
Reductions of long-term debt	(56.5		)	(35.0		)	(37.1		)
Net additions (reductions) to revolving credit agreements	115.4			—			(38.3		)
Cash dividends paid	(19.2		)	(18.4		)	(17.8		)
Cash dividends paid to noncontrolling interest	(0.2		)	—			—
Financing fees paid	(1.7		)	—			—
Purchase of treasury stock	—			(0.1		)	(48.2		)
Other	—			—			(0.2		)
Net cash provided by (used for) financing activities	77.9			(7.1		)	(110.5		)
Effect of exchange rate changes on cash	4.2			(7.3		)	(9.4		)
Cash and Cash Equivalents
Increase (decrease) for the year	(111.9		)	43.7			(64.3		)
Balance at the beginning of the year	155.1			111.4			175.7
Balance at the end of the year	$	43.2		$	155.1		$	111.4

See Notes to Consolidated Financial Statements.

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Table of Contents

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY



														Accumulated Other Comprehensive Income (Loss)
	Class A Common Stock		Class B Common Stock		Treasury Stock			Capital in Excess of Par Value			Retained Earnings			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, 2014	$	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	—		—		—			—			109.8			—				—				—				109.8				0.4				110.2
Cash dividends on 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
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	—		—		—			—			74.7			—				—				—				74.7				0.4				75.1
Cash dividends on 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
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

Stock-based compensation	—		—		—			4.9			—			—				—				—				4.9				—				4.9
Stock issued under stock compensation plans	—		—		5.6			(5.6		)	—			—				—				—				—				—				—
Net income (loss)	—		—		—			—			42.8			—				—				—				42.8				(0.5		)		42.3
Cash dividends on common stock: $1.170 per share	—		—		—			—			(19.2		)	—				—				—				(19.2		)		—				(19.2		)
Current period other comprehensive income (loss)	—		—		—			—			—			(1.9		)		(9.0		)		(17.4		)		(28.3		)		—				(28.3		)
Reclassification adjustment to net income	—		—		—			—			—			—				0.8				2.0				2.8				—				2.8
Acquisition of Bolzoni	—		—		—			—			—			—				—				—				—				69.8				69.8
Purchase of noncontrolling interest	—		—		—			—			—			—				—				—				—				(62.2		)		(62.2		)
Cash dividends paid to noncontrolling interest	—		—		—			—			—			—				—				—				—				(0.2		)		(0.2		)
Foreign currency translation on noncontrolling interest	—		—		—			—			—			—				—				—				—				(2.2		)		(2.2		)
Balance, December 31, 2016	$	0.1	$	0.1	$	(36.9	)	$	319.6		$	360.3		$	(92.0	)		$	(12.2	)		$	(75.2	)		$	463.8			$	6.6			$	470.4

See Notes to Consolidated Financial Statements.

F-9

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

NOTE 1—Principles of Consolidation and Nature of Operations

The consolidated financial statements include the accounts of Hyster-Yale Materials Handling, Inc., a Delaware corporation, and the accounts of Hyster-Yale's wholly owned domestic and international subsidiaries and majority-owned joint ventures (collectively, "Hyster-Yale" or the "Company"). All intercompany accounts and transactions among the consolidated companies are eliminated in consolidation.

The Company, through its wholly owned operating subsidiary, Hyster-Yale Group, Inc. ("HYG"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster ^® and Yale ^® brand names, mainly to independent Hyster ^® and Yale ^® retail dealerships. Lift trucks and component parts are manufactured in the United States, Northern Ireland, Mexico, Italy, the Netherlands, Vietnam, Japan, the Philippines, Brazil and China. The sale of service parts represents approximately 13% of total revenues as reported for each of 2016 , 2015 and 2014 .

On April 1, 2016, the Company completed the acquisition of the majority interest in Bolzoni S.p.A. ("Bolzoni"). On July 6, 2016, the Company completed the acquisition of the remaining outstanding interest in Bolzoni. Bolzoni is a leading worldwide producer of attachments, forks and lift tables under the Bolzoni Auramo and Meyer brand names. The acquisition allows the Company to provide integrated solutions for attachments and lift trucks and expand market reach while leveraging Bolzoni’s manufacturing capacity. Bolzoni products are manufactured in Italy, China, Germany, Finland and the United States. Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift-truck attachments and industrial material handling. See Note 15 to the consolidated financial statements for additional information.

Investments in Sumitomo NACCO Forklift Co., Ltd. (“SN”), a 50% owned joint venture, and HYG Financial Services, Inc. ("HYGFS"), a 20% owned joint venture, are accounted for by the equity method. SN operates manufacturing facilities in Japan, the Philippines and Vietnam from which the Company purchases certain components, service parts and lift trucks. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each stockholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. HYGFS is a joint venture with Wells Fargo Financial Leasing, Inc. (“WF”), formed primarily for the purpose of providing financial services to independent Hyster ^® and Yale ^® lift truck dealers and National Account customers in the United States. National Account customers are large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. The Company’s percentage share of the net income or loss from these equity investments is reported on the line “Income from unconsolidated affiliates” in the “Other income (expense)” portion of the Consolidated Statements of Operations.

NOTE 2—Significant Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities (if any) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents: Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less.

Accounts Receivable, Net of Allowances: Allowances are maintained against accounts receivable for doubtful accounts. Allowances for doubtful accounts are maintained for estimated losses resulting from the inability of customers to make required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. Accounts are written off against the allowance when it becomes evident collection will not occur.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Self-insurance Liabilities: The Company is generally self-insured for product liability, environmental liability and medical and workers’ compensation claims. For product liability, catastrophic insurance coverage is retained for potentially significant individual claims. An estimated provision for claims reported and for claims incurred but not yet reported under the self-insurance programs is recorded and revised periodically based on industry trends, historical experience and management judgment. In addition, industry trends are considered within management judgment for valuing claims. Changes in assumptions for such matters as legal judgments and settlements, legal defense costs, inflation rates, medical costs and actual experience could cause estimates to change in the near term.

Revenue Recognition: Revenues are recognized based upon the terms of contracts with customers, which is generally when title transfers and risk of loss passes as customer orders are completed and shipped. For National Account customers, revenue is recognized upon customer acceptance.

Products generally are not sold with the right of return with the exception of a small percentage of aftermarket parts. Based on the Company’s historical experience, a portion of these aftermarket parts sold is estimated to be returned and, subject to certain terms and conditions, the Company will agree to accept. The Company records estimated reductions to revenues at the time of the sale based upon this historical experience and the limited right of return provided to the Company’s dealers.

The Company also records estimated reductions to revenues for customer programs and incentive offerings, including special pricing agreements, price competition, promotions and other volume-based incentives. Lift truck sales revenue is recorded net of estimated discounts. The estimated discount amount is based upon historical trends for each lift truck model. In addition to standard discounts, dealers can also request additional discounts that allow them to offer price concessions to customers. From time to time, the Company offers special incentives to increase market share or dealer stock and offers certain customers volume rebates if a specified cumulative level of purchases is obtained. Additionally, the Company provides for the estimated cost of product warranties at the time revenues are recognized.

Advertising Costs: Advertising costs are expensed as incurred. Total advertising expense was $10.8 million , $11.7 million and $11.9 million in 2016 , 2015 and 2014 , respectively.

Product Development Costs: Expenses associated with the development of new products and changes to existing products are charged to expense as incurred. These costs amounted to $107.0 million , $88.3 million and $71.4 million in 2016 , 2015 and 2014 , respectively.

Shipping and Handling Costs: Shipping and handling costs billed to customers are recognized as revenue and shipping and handling costs incurred by the Company are included on the line “Cost of sales” within the Consolidated Statements of Operations.

Taxes Collected from Customers and Remitted to Governmental Authorities: The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis in the Consolidated Statements of Operations and are recorded as an asset or liability until received by or remitted to the respective taxing authority.

Foreign Currency: Assets and liabilities of non-U.S. operations are translated into U.S. dollars at the fiscal year-end exchange rate. The related translation adjustments are recorded as a separate component of equity, except for the Company’s Mexican operations. The U.S. dollar is considered the functional currency for the Company’s Mexican operations and, therefore, the effect of translating assets and liabilities from the Mexican peso to the U.S. dollar is recorded in results of operations. Revenues and expenses of all non-U.S. operations are translated using average monthly exchange rates prevailing during the year.

Reclassification: Certain amounts in the prior period’s audited consolidated financial statements have been reclassified to conform to the current period’s presentation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following table includes other significant accounting policies that are described in other notes to the consolidated financial statements, including the footnote number:



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)
Goodwill and intangible assets		Goodwill and Intangible Assets (Note 12)
Contingencies		Contingencies (Note 16)

Recently Issued Accounting Standards

The following table provides a brief description of recent accounting pronouncements adopted during 2016. The adoption of these standards did not have a material effect on the Company's financial position, results of operations, cash flows or related disclosures.



Standard		Description
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.
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.
ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments		The guidance requires an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance requires the acquirer to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, the guidance requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition.
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.

F-12

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following table provides a brief description of recent accounting pronouncements not yet adopted:



Standard	Description	Required Date of Adoption	Effect on the financial statements or other significant matters
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, 2017	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. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323)	The guidance eliminates the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for use of the equity method as a result of an increase in the level of ownership or degree of influence. In addition, the guidance requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting.	January 1, 2017	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. 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting	The guidance simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.	January 1, 2017	The Company does not expect the adoption of the guidance to have a material effect on its financial position, results of operations, cash flows or related disclosures.
ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (Subsequent ASUs have been issued in 2015 and 2016 to update or clarify this guidance)	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 impact of the new standard and subsequently issued clarifications. As part of the assessment work, the Company has formed an implementation work team, completed training of the new ASU's revenue recognition model and begun contract review and documentation. The Company's evaluation process includes, but is not limited to, identifying contracts within the scope of the guidance, reviewing and documenting the accounting for these contracts and identifying and determining the accounting for any related contract costs. The Company has substantially completed the review of a sample of contracts within the scope of the guidance and is currently evaluating the impact of the new standard on its financial statements, business processes and internal controls over financial reporting. At this time, the Company has not identified its method of adoption.
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 is currently evaluating the adoption and the effect on its financial position, results of operations, cash flows and related disclosures.
ASU No. 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships	The guidance clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met.	January 1, 2018	The Company is currently evaluating the adoption and the effect on its financial position, results of operations, cash flows and related disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)



Standard	Description	Required Date of Adoption	Effect on the financial statements or other significant matters
ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments	The guidance clarifies the classification of certain types of cash receipts and cash payments. In addition, the guidance provides for the application of the predominance principle when certain cash receipts and payments have aspects of more than one class of cash flows.	January 1, 2018	The Company is currently evaluating the adoption and the effect on its financial position, results of operations, cash flows and related disclosures.
ASU No. 2016-16, Income Taxes (Topic 740)	The guidance allows for recognition of current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The guidance allows for more accurate representation of the economics of an intra-entity asset transfer which will require income tax consequences of the transfer, including income taxes payable or paid.	January 1, 2018	The Company is currently evaluating the adoption and the effect on its financial position, results of operations, cash flows and related disclosures.
ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash	The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.	January 1, 2018	The Company is currently evaluating the adoption and the effect on its financial position, results of operations, cash flows and related disclosures.
ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business	The guidance clarifies the definition of a business to assist entities in evaluating whether transactions should be accounted for as acquisitions or disposals of businesses.	January 1, 2018	The Company is currently evaluating the adoption and the effect on its financial position, results of operations, cash flows and related disclosures.
ASU No. 2016-02, Leases (Topic 842)	The guidance requires lessees (with the exception of short-term leases) to recognize, at the commencement date, a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.	January 1, 2019	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. 2016-13, Financial Instruments-Credit Losses (Topic 326)	The guidance eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses. The guidance also requires additional disclosures in certain circumstances.	January 1, 2020	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. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The guidance removes the second step of the two-step test for the measurement of goodwill impairment. The guidance allows for early adoption for impairment testing dates after January 1, 2017.	January 1, 2020	The Company is currently evaluating the timing of adoption and the effect on its current impairment testing process.

NOTE 3—Business Segments

The Company’s reportable segments for the lift truck business include the following three management units: the Americas, EMEA and JAPIC. Americas includes operations in the United States, Canada, Mexico, Brazil, Latin America and its corporate headquarters. EMEA includes operations in Europe, the Middle East and Africa. JAPIC includes operations in the Asia and Pacific regions including China, as well as the equity earnings of SN operations. Certain amounts are allocated to these geographic management units and are included in the segment results presented below, including product development costs, corporate headquarter's expenses and certain information technology infrastructure costs. These allocations among geographic management units are determined by senior management and not directly incurred by the geographic operations. In addition, other costs are incurred directly by these geographic management units based upon the location of the manufacturing plant or sales units, including manufacturing variances, product liability, warranty and sales discounts, which may not be associated with the geographic management unit of the ultimate end user sales location where revenues and margins are reported. Therefore, the reported results of each segment for the lift truck business cannot be considered stand-alone entities as all segments are inter-related and integrate into a single global lift truck business.

The Company reports the results of Nuvera as a separate segment. Nuvera was acquired on December 18, 2014 and results of operations have been included since the acquisition date. In addition, Nuvera recorded income of $0.6 million and $0.9 million in 2016 and 2015, respectively, which was recognized in the line "Selling, general and administrative expenses" in the Consolidated Statement of Operations, related to an adjustment of contingent consideration from the acquisition.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

On April 1, 2016, the Company acquired a majority interest in Bolzoni, which is also reported as a separate segment. Bolzoni's results of operations have been included since the acquisition date. See Note 19 to the consolidated financial statements for additional information.

Financial information for each of the reportable segments is presented in the following table. See Note 1 for a discussion of the Company’s product lines. Refer to Note 2 for a description of the accounting policies of the reportable segments as well as a reference table for the remaining accounting policies described in the accompanying footnotes.



	2016			2015			2014
Revenues from external customers
Americas	$	1,669.2		$	1,775.5		$	1,866.9
EMEA	612.9			606.4			686.3
JAPIC	169.5			193.7			214.0
Lift truck business	2,451.6			2,575.6			2,767.2
Bolzoni	115.6			—			—
Nuvera	2.5			2.5			—
Total	$	2,569.7		$	2,578.1		$	2,767.2
Gross profit (loss)
Americas	$	287.9		$	308.1		$	301.3
EMEA	89.5			101.3			122.3
JAPIC	17.1			23.2			24.1
Lift truck business	394.5			432.6			447.7
Bolzoni	35.7			—			—
Nuvera	(2.7		)	(1.8		)	—
Total	$	427.5		$	430.8		$	447.7
Selling, general and administrative expenses
Americas	$	214.1		$	191.2		$	194.1
EMEA	81.9			88.3			96.2
JAPIC	24.1			25.0			24.2
Lift truck business	320.1			304.5			314.5
Bolzoni	35.9			—			—
Nuvera	36.9			22.8			2.2
Total	$	392.9		$	327.3		$	316.7
Operating profit (loss)
Americas	$	73.7		$	116.9		$	124.9
EMEA	7.6			13.0			26.2
JAPIC	(6.7		)	(1.8		)	(0.1		)
Lift truck business	74.6			128.1			151.0
Bolzoni	(0.1		)	—			—
Nuvera	(39.6		)	(24.6		)	(2.2		)
Total	$	34.9		$	103.5		$	148.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)



	2016			2015			2014
Interest expense
Americas	$	5.4		$	4.4		$	3.3
EMEA	0.4			0.1			0.1
JAPIC	0.1			0.2			0.5
Lift truck business	5.9			4.7			3.9
Bolzoni	0.8			—			—
Nuvera	—			—			—
Total	$	6.7		$	4.7		$	3.9
Interest income
Americas	$	(1.0	)	$	(1.0	)	$	(1.0	)
EMEA	(0.5		)	(0.3		)	—
JAPIC	(0.5		)	(0.2		)	(0.1		)
Lift truck business	(2.0		)	(1.5		)	(1.1		)
Bolzoni	—			—			—
Nuvera	—			—			—
Total	$	(2.0	)	$	(1.5	)	$	(1.1	)
Other (income) expense
Americas	$	(5.7	)	$	(2.7	)	$	(3.4	)
EMEA	1.0			1.0			1.6
JAPIC	(3.2		)	(2.5		)	(2.3		)
Total	(7.9		)	(4.2		)	(4.1		)
Bolzoni	(0.2		)	—			—
Nuvera	—			—			—
Total	$	(8.1	)	$	(4.2	)	$	(4.1	)
Income tax provision (benefit)
Americas	$	15.4		$	39.9		$	37.4
EMEA	(2.7		)	1.6			4.0
JAPIC	(0.5		)	(2.1		)	(0.7		)
Lift truck business	12.2			39.4			40.7
Bolzoni	(0.4		)	—			—
Nuvera	(15.8		)	(10.0		)	(0.8		)
Total	$	(4.0	)	$	29.4		$	39.9
Net income (loss) attributable to stockholders
Americas	$	59.6		$	76.3		$	88.6
EMEA	9.4			10.6			20.5
JAPIC	(2.1		)	2.4			2.1
Lift truck business	66.9			89.3			111.2
Bolzoni	(0.3		)	—			—
Nuvera	(23.8		)	(14.6		)	(1.4		)
Total	$	42.8		$	74.7		$	109.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)



	2016			2015			2014
Total assets
Americas	$	831.9		$	680.7		$	638.1
EMEA	462.3			412.0			439.4
JAPIC	127.0			140.6			170.3
Eliminations	(185.3		)	(130.9		)	(144.0		)
Lift truck business	1,235.9			1,102.4			1,103.8
Bolzoni	206.9			—			—
Nuvera	36.9			17.4			17.0
Eliminations	(192.6		)	(23.9		)	—
Total	$	1,287.1		$	1,095.9		$	1,120.8
Depreciation and amortization
Americas	$	18.5		$	16.2		$	16.6
EMEA	6.5			5.9			6.3
JAPIC	3.1			5.2			6.7
Lift truck business	28.1			27.3			29.6
Bolzoni	9.5			—			—
Nuvera	1.5			1.6			0.1
Total	$	39.1		$	28.9		$	29.7
Capital expenditures
Americas	$	27.6		$	33.5		$	34.0
EMEA	7.3			8.7			11.9
JAPIC	1.6			1.7			2.6
Lift truck business	36.5			43.9			48.5
Bolzoni	4.0			—			—
Nuvera	2.2			2.7			—
Total	$	42.7		$	46.6		$	48.5
Cash
Americas	$	10.4		$	54.2		$	26.8
EMEA	14.4			82.2			69.9
JAPIC	8.2			18.5			13.6
Lift truck business	33.0			154.9			110.3
Bolzoni	10.2			—			—
Nuvera	—			0.2			1.1
Total	$	43.2		$	155.1		$	111.4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Data by Geographic Region

No single country outside of the United States comprised 10% or more of revenues from unaffiliated customers. The “Other” category below includes Canada, Mexico, South America and the Asia and Pacific regions. In addition, no single customer comprised 10% or more of revenues from unaffiliated customers.



	United States		Europe, Africa and Middle East		Other		Consolidated
2016
Revenues from unaffiliated customers, based on the customers’ location	$	1,437.6	$	701.9	$	430.2	$	2,569.7
Long-lived assets	$	159.1	$	59.8	$	82.1	$	301.0
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

NOTE 4—Quarterly Results of Operations (Unaudited)

A summary of the unaudited results of operations for the year ended December 31 is as follows:



	2016
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenues	$	604.2	$	645.6	$	629.3	$	690.6
Gross profit	$	97.9	$	114.0	$	104.6	$	111.0
Operating profit	$	9.7	$	11.4	$	5.4	$	8.4
Net income	$	9.9	$	8.3	$	12.0	$	12.1
Net income attributable to stockholders	$	10.0	$	8.3	$	12.3	$	12.2

Basic earnings per share	$	0.61	$	0.51	$	0.75	$	0.74
Diluted earnings per share	$	0.61	$	0.51	$	0.75	$	0.74



	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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

NOTE 5—Common Stock and Earnings per Share

The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “HY.” Because of transfer restrictions on Class B common stock, no trading market has developed, or is expected to develop, for the Company's Class B common stock. The Class B common stock is convertible into Class A common stock on a one-for-one basis at any time at the request of the holder. The Company's Class A common stock and Class B common stock have the same cash dividend rights per share. The Class A common stock has one vote per share and the Class B common stock has ten votes per share. The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2016 was 125 million shares and 35 million shares, respectively. Treasury shares of Class A common stock totaling 497,353 and 564,291 at December 31, 2016 and 2015 , respectively, have been deducted from shares outstanding.

Stock Compensation: The Company has stock compensation plans for certain employees in the U.S. that allow the grant of shares of Class A common stock, subject to restrictions, as a means of retaining and rewarding them for long-term performance and to increase ownership in the Company. Shares awarded under the plans are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) five years after the participant's retirement date, (ii) ten years from the award date, or (iii) the participant's death or permanent disability. Pursuant to the plans, the Company issued 56,002 , 49,185 and 70,024 shares related to the years ended December 31, 2016 , 2015 and 2014 , respectively. After the issuance of these shares, there were 497,392 shares of Class A common stock available for issuance under these plans. Compensation expense related to these share awards was $3.8 million ( $2.3 million net of tax), $1.9 million ( $1.2 million net of tax) and $5.2 million ( $3.2 million net of tax) for the years ended December 31, 2016 , 2015 and 2014 , respectively. Compensation expense at the grant date represents fair value based on the market price of the shares of Class A common stock. The Company also has a stock compensation plan for non-employee directors of the Company under which a portion of the non-employee directors’ annual retainer is paid in restricted shares of Class A common stock. For the year ended December 31, 2016 , $102,000 of each non-employee director's retainer of $158,000 was paid in restricted shares of Class A common stock. For the year ended December 31, 2015 , $94,000 of each non-employee director's retainer of $150,000 was paid in restricted shares of Class A common stock. For the year ended December 31, 2014 , $69,000 of $125,000 was paid in restricted shares of Class A common stock. Shares awarded under the plan are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) ten years from the award date, (ii) the date of the director's death or permanent disability, (iii) five years (or earlier with the approval of the Board of Directors) after the director's date of retirement from the Board of Directors, or (iv) the date on which the director has both retired from the Board of Directors and reached 70 years of age. Pursuant to this plan, the Company issued 15,426 , 13,683 and 8,220 shares related to the years ended December 31, 2016 , 2015 and 2014 , respectively. In addition to the mandatory retainer fee received in restricted stock, directors may elect to receive shares of Class A common stock in lieu of cash for up to 100% of the balance of their annual retainer, meeting attendance fees, committee retainer and any committee chairman's fees. These voluntary shares are not subject to any restrictions. Total shares issued under voluntary elections were 2,352 , 2,150 and 1,572 in 2016 , 2015 and 2014 , respectively. After the issuance of these shares, there were 43,603 shares of Class A common stock available for issuance under this directors' plan. Compensation expense related to these awards was $1.1 million ( $0.7 million net of tax), $1.0 million ( $0.6 million net of tax) and $0.8 million ( $0.5 million net of tax) for the years ended December 31, 2016 , 2015 and 2014 , respectively. Compensation expense at the grant date represents fair value based on the market price of the shares of Class A common stock.

Earnings per Share: For purposes of calculating earnings per share, no adjustments have been made to the reported amounts of net income attributable to stockholders. In addition, basic and diluted earnings per share for Class A common stock are the same as Class B common stock. The weighted average number of shares of Class A common stock and Class B common stock outstanding used to calculate basic and diluted earnings per share were as follows:



	2016		2015		2014
Basic weighted average shares outstanding	16.376		16.307		16.607
Dilutive effect of restricted stock awards	0.051		0.048		0.068
Diluted weighted average shares outstanding	16.427		16.355		16.675
Basic earnings per share	$	2.61	$	4.58	$	6.61
Diluted earnings per share	$	2.61	$	4.57	$	6.58

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

NOTE 6—Income Taxes

The components of income before income taxes and provision for income taxes for the years ended December 31 are as follows:



	2016			2015			2014
Income before income taxes
U.S.	$	(1.2	)	$	71.2		$	69.1
Non-U.S.	39.5			33.3			81.0
	$	38.3		$	104.5		$	150.1
Income tax provision (benefit)
Current tax provision:
Federal	$	(1.3	)	$	22.1		$	25.0
State	(0.3		)	3.4			2.6
Non-U.S.	5.0			5.3			10.5
Total current	$	3.4		$	30.8		$	38.1
Deferred tax provision (benefit):
Federal	$	(5.8	)	$	(0.4	)	$	(3.3	)
State	0.8			1.2			0.7
Non-U.S.	(2.4		)	(2.2		)	4.4
Total deferred	$	(7.4	)	$	(1.4	)	$	1.8
	$	(4.0	)	$	29.4		$	39.9

The Company made income tax payments of $19.3 million , $32.7 million and $34.7 million during 2016 , 2015 and 2014 , respectively. The Company received income tax refunds of $11.1 million , $0.2 million and $1.2 million during 2016 , 2015 and 2014 , respectively.

A reconciliation of the federal statutory and reported income tax rate for the year ended December 31 is as follows:



	2016			2015			2014
Income before income taxes	$	38.3		$	104.5		$	150.1
Statutory taxes at 35.0%	$	13.4		$	36.6		$	52.5
Non-U.S. rate differences	(9.6		)	(10.5		)	(10.6		)
Unremitted Non-U.S. earnings	(3.9		)	0.1			0.1
Equity interest earnings	(2.2		)	(1.9		)	(1.7		)
Sale of non-U.S. investment	(1.9		)	(3.7		)	—
R&D and other federal credits	(1.8		)	(1.7		)	(0.9		)
State income taxes	(0.6		)	4.1			2.7
Valuation allowance	(0.2		)	5.9			(1.5		)
Tax controversy resolution	2.1			(0.2		)	(0.5		)
Other	0.7			0.7			(0.2		)
Income tax provision (benefit)	$	(4.0	)	$	29.4		$	39.9
Reported income tax rate	n.m.			28.1		%	26.6		%
n.m. - not meaningful

The Company continually evaluates its deferred tax assets to determine if a valuation allowance is required. A valuation allowance is required where realization is determined to no longer meet the "more likely than not" standard. During 2014 and 2015, a significant downturn was experienced in the Company's Brazilian operations. This significant decrease in operations and actions taken by management to reduce its manufacturing activity to more appropriate levels, coupled with the continued low expectations in the near term for the Brazilian lift truck market and the continuing devaluation of the Brazilian real, caused the Company in 2015 to forecast a three-year cumulative loss for its Brazilian operations. Although the Company projects

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

earnings over the longer term for its Brazilian operations, such longer-term forecasts are not sufficient positive evidence to support the future utilization of deferred tax assets when a three-year loss is determined. Accordingly, in 2015, the Company recorded a valuation allowance adjustment of $1.9 million against its deferred tax assets in Brazil as a discrete tax adjustment. The Company also recognized $2.4 million and $5.6 million in 2016 and 2015, respectively, of valuation allowances related to pre-tax losses in Brazil included in its effective tax rate.

During 2016, the Company received a notice from the Italian Tax Authority approving the transfer of certain tax losses as part of an internal restructuring. As a result, the Company believes it is more likely than not that deferred tax assets for such losses of approximately $3.2 million will be realized in the foreseeable future, and has released the valuation allowance previously provided.

As of December 31, 2016 , the cumulative unremitted earnings of the Company's non-U.S. subsidiaries are approximately $310 million . The Company repatriated earnings of its European subsidiaries of $25.1 million , $23.6 million and $20.3 million during 2016 , 2015 and 2014 , respectively. As a result of the Bolzoni acquisition, the Company changed its previous reinvestment assertion; and consequently, all of the earnings of its European operations are now considered permanently reinvested and the previously provided deferred tax liability of $4.0 million is no longer required. It is impracticable to determine the total amount of unrecognized deferred taxes with respect to these permanently reinvested earnings; however, non-U.S. tax credits would be available to partially reduce the U.S. income taxes in the event of a distribution.

The Company has continued to provide a deferred tax liability on unremitted non-U.S. earnings for which no reinvestment plan has been identified and that may be repatriated in the foreseeable future. As such, the Company has provided a deferred tax liability with respect to these earnings of $0.4 million at December 31, 2016 .

A detailed summary of the total deferred tax assets and liabilities in the Consolidated Balance Sheets resulting from differences in the book and tax basis of assets and liabilities follows:



	December 31
	2016		2015
Deferred tax assets
Tax attribute carryforwards	$	31.6	$	27.1
Accrued expenses and reserves	23.2		17.4
Product warranties	13.7		15.8
Accrued product liability	9.3		8.7
Accrued pension benefits	8.2		6.4
Other employee benefits	5.2		5.7
Other	2.2		2.5
Total deferred tax assets	93.4		83.6
Less: Valuation allowance	29.3		28.6
	64.1		55.0
Deferred tax liabilities
Depreciation and amortization	25.4		8.9
Inventories	5.8		8.7
Unremitted earnings	0.4		4.7
Total deferred tax liabilities	31.6		22.3
Net deferred tax asset	$	32.5	$	32.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following table summarizes the tax carryforwards and associated carryforward periods and related valuation allowances where the Company has determined that realization is uncertain:



	December 31, 2016
	Net deferred tax asset			Valuation allowance		Carryforwards expire during:
Non-U.S. net operating loss	$	25.2		$	15.7	2017 - Indefinite
Non-U.S. capital losses	5.9			5.9		2017 - Indefinite
State net operating losses and credits	2.8			2.0		2017 - 2031
U.S. foreign tax credit	2.5			—		2017 - 2026
U.S. net operating loss	0.8			—		2017 - 2036
Less: Unrecognized tax benefits	(5.6		)	—
Total	$	31.6		$	23.6



	December 31, 2015
	Net deferred tax asset		Valuation allowance		Carryforwards expire during:
Non-U.S. net operating loss	$	19.1	$	14.7	2016-Indefinite
Non-U.S. capital losses	6.1		6.1		2016-Indefinite
State net operating losses and credits	1.9		0.9		2016-2030
Total	$	27.1	$	21.7

The establishment of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the Company from using its loss carryforwards or other deferred tax assets in future periods. The tax net operating losses attributable to Brazil and Australia comprise a substantial portion of the deferred tax assets and do not expire under local law.

During 2016 and 2015 , the net valuation allowance provided against certain deferred tax assets increased by $0.7 million and $1.7 million , respectively. The change in the total valuation allowance in 2016 and 2015 included a net decrease in tax expense of $0.2 million and a net increase of $5.9 million , respectively, a net change in the overall U.S. dollar value of valuation allowances previously recorded in non-U.S. currencies and amounts recorded directly in equity of a net increase of $0.9 million and net decrease of $4.2 million in 2016 and 2015 , respectively.

Based upon a review of historical earnings and trends, forecasted earnings and the relevant expiration of carryforwards, the Company believes the valuation allowances provided are appropriate. At December 31, 2016 , the Company had gross net operating loss carryforwards in U.S. jurisdictions of $2.4 million , U.S. state jurisdictions of $32.6 million and non-U.S. jurisdictions of $85.9 million

The following is a reconciliation of total gross unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the consolidated financial statements for the years ended December 31, 2016 , 2015 and 2014 . Approximately $11.1 million , $3.8 million and $4.2 million of these amounts as of December 31, 2016 , 2015 and 2014 , respectively, relate to permanent items that, if recognized, would impact the reported income tax rate. This amount differs from gross unrecognized tax benefits presented in the table below for December 31, 2016 and 2014 due to the increase in U.S. federal income taxes which would occur upon the recognition of the state tax benefits included herein.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)



	2016			2015			2014
Balance at January 1	$	3.8		$	4.3		$	5.3
Additions for business acquisitions	6.3			—			—
Additions based on tax positions related to the current year	2.8			0.7			0.9
Additions for tax positions of prior years	0.1			0.1			—
Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations	(0.9		)	(1.1		)	(1.6		)
Other changes in unrecognized tax benefits including foreign currency translation adjustments	(0.9		)	(0.2		)	(0.3		)
Balance at December 31	$	11.2		$	3.8		$	4.3

The Company records interest and penalties on uncertain tax positions as a component of the income tax provision. The Company recorded a net increase of $0.1 million during 2016 and 2015 and a net decrease of $0.1 million during 2014 in interest and penalties. In addition, during 2016, the balance of accrued interest and penalty was increased for uncertain tax positions related to business acquisitions by $0.5 million . The total amount of interest and penalties accrued was $0.9 million , $0.3 million and $0.2 million as of December 31, 2016 , 2015 and 2014 , respectively.

The Company expects the amount of unrecognized tax benefits will change within the next twelve months; however, the change in unrecognized tax benefits which is reasonably possible within the next twelve months, is not expected to have a significant effect on the Company's financial position or results of operations. It is reasonably possible the Company will record unrecognized tax benefits within the next twelve months in the range of zero to $1.0 million resulting from the possible expiration of certain statutes of limitation and settlement of audits. If recognized, the previously unrecognized tax benefits will be recorded as discrete tax benefits in the quarter in which the items are effectively settled.

The tax returns of the Company and its non-U.S. subsidiaries are routinely examined by various taxing authorities. The Company has not been informed of any material assessment for which an accrual has not been previously provided and the Company would vigorously contest any material assessment. Management believes any potential adjustment would not materially affect the Company's financial condition or results of operations.

In general, the Company operates in taxing jurisdictions that provide a statute of limitations period ranging from three to five years for the taxing authorities to review the applicable tax filings. The examination of U.S. federal tax returns for all years prior to 2013 have been settled with the Internal Revenue Service or otherwise have essentially closed under the applicable statute of limitations. The Company is currently under examination in various state and non-U.S. jurisdictions and in most cases the statute of limitations has not been extended. The Company believes these examinations are routine in nature and are not expected to result in any material tax assessments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

NOTE 7—Reclassifications from OCI

The following table summarizes reclassifications out of accumulated other comprehensive income (loss) ("OCI") for each year ended December 31 as recorded in the Consolidated Statements of Operations:



Details about OCI Components	Amount Reclassified from OCI									Affected Line Item in the Statement Where Net Income Is Presented
	2016			2015			2014
Gain (loss) on cash flow hedges:
Interest rate contracts	$	—		$	—		$	0.8		Other
Foreign exchange contracts	(3.0		)	(8.7		)	(7.0		)	Cost of sales
Total before tax	(3.0		)	(8.7		)	(6.2		)	Income before income taxes
Tax benefit	2.2			6.0			2.5			Income tax provision (benefit)
Net of tax	$	(0.8	)	$	(2.7	)	$	(3.7	)	Net income

Amortization of defined benefit pension items:
Actuarial loss	$	(3.0	)	$	(3.5	)	$	(5.5	)	(a)
Prior service (cost) credit	0.3			0.3			0.3			(a)
Total before tax	(2.7		)	(3.2		)	(5.2		)	Income before income taxes
Tax benefit	0.7			0.9			1.5			Income tax provision (benefit)
Net of tax	$	(2.0	)	$	(2.3	)	$	(3.7	)	Net income

Total reclassifications for the period	$	(2.8	)	$	(5.0	)	$	(7.4	)

(a) These OCI components are included in the computation of net pension cost (see Note 9 for additional details).

NOTE 8—Financial Instruments and Derivative Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The fair values of revolving credit agreements and long-term debt, excluding capital leases, were determined using current rates offered for similar obligations taking into account company credit risk. This valuation methodology is Level 2 as defined in the fair value hierarchy. At December 31, 2016 , the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding capital leases, was $184.5 million . At December 31, 2015 , the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding capital leases, was $32.1 million .

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable and derivatives. The large number of customers comprising the Company’s customer base and their dispersion across many different industries and geographies mitigates concentration of credit risk on accounts receivable. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers, but does not generally require advance payments or collateral. The Company enters into derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any one institution.

Derivative Financial Instruments

The Company measures its derivatives at fair value on a recurring basis using significant observable inputs, which is Level 2 as defined in the fair value hierarchy. The Company uses a present value technique that incorporates the yield curves, foreign currency spot rates and foreign currency forward rates to value its derivatives, including its interest rate swap agreements and foreign currency exchange contracts, and also incorporates the effect of its Company and counterparty credit risk into the valuation.

Financial instruments held by the Company include cash and cash equivalents, accounts receivable, accounts payable, revolving credit agreements, long-term debt, interest rate swap agreements and forward non-U.S. currency exchange contracts. The Company does not hold or issue financial instruments or derivative financial instruments for trading purposes.

F-24

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies. These contracts hedge firm commitments and forecasted transactions relating to cash flows associated with sales and purchases denominated in non-functional currencies. The Company offsets fair value amounts related to foreign currency exchange contracts executed with the same counterparty. Changes in the fair value of forward foreign currency exchange contracts that are effective as hedges are recorded in OCI. Deferred gains or losses are reclassified from OCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in cost of sales. The ineffective portion of derivatives that are classified as hedges is immediately recognized in earnings and is also generally recognized in cost of sales.

Certain of the Company's forward foreign currency contracts were designated as net investment hedges of the Company's net investment in its foreign subsidiaries. For derivative instruments that were designated and qualified as a hedge of a net investment in foreign currency, the gain or loss was reported in other comprehensive income as part of the cumulative translation adjustment to the extent it is effective. The Company utilizes the forward-rate method of assessing hedge effectiveness. Any ineffective portion of net investment hedges would be recognized in the Consolidated Statements of Operations in the same period as the change.

The Company periodically enters into foreign currency exchange contracts that do not meet the criteria for hedge accounting. These derivatives are used to reduce the Company’s exposure to foreign currency risk related to forecasted purchase or sales transactions or forecasted intercompany cash payments or settlements. Gains and losses on these derivatives are generally recognized in cost of sales. The Company does not currently hold any nonderivative instruments designated as hedges or any derivatives designated as fair value hedges.

The Company has interest rate swap agreements that do not meet the criteria for hedge accounting. The terms of the interest rate swap agreements require the Company to receive a variable interest rate based upon the three-month LIBOR and pay a fixed interest rate. Changes in the fair value of interest rate swap agreements are immediately recognized in earnings and included on the line “Other” in the “Other (income) expense” section of the consolidated statements of operations.

Forward foreign currency exchange contracts held by the Company which qualified as hedges have been designated as hedges of forecasted cash flows.

Cash flows from hedging activities are reported in the Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations.

The Company measures its derivatives at fair value on a recurring basis using significant observable inputs. This valuation methodology is Level 2 as defined in the fair value hierarchy. The Company uses a present value technique that incorporates yield curves and foreign currency spot rates to value its derivatives and also incorporates the effect of the Company's and its counterparties' credit risk into the valuation.

Foreign Currency Derivatives: The Company held forward foreign currency exchange contracts with a total notional amount of $592.9 million at December 31, 2016 , primarily denominated in euros, U.S. dollars, Japanese yen, British pounds, Swedish kroner and Mexican pesos. The Company held forward foreign currency exchange contracts with total notional amounts of $634.7 million at December 31, 2015 , primarily denominated in euros, U.S. dollars, Japanese yen, Swedish kroner, British pounds, Mexican pesos and Australian dollars. The fair value of these contracts approximated a net liability of $22.7 million and $8.8 million at December 31, 2016 and 2015 , respectively.

For the years ended December 31, 2016 and 2015 , there was no material ineffectiveness of forward foreign currency exchange contracts that qualify for hedge accounting. Forward foreign currency exchange contracts that qualify for hedge accounting are generally used to hedge transactions expected to occur within the next 36 months. The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in OCI. Based on market valuations at December 31, 2016 , $10.3 million of the amount of net deferred loss included in OCI at December 31, 2016 is expected to be reclassified as a loss into the Consolidated Statements of Operations over the next twelve months, as the transactions occur.

Interest Rate Derivatives: During the second quarter of 2014, the Company determined that the hedged forecasted transactions associated with its interest rate swap agreements were probable of not occurring. As such, the Company recognized a gain of $0.8 million in the second quarter of 2014 related to the ineffectiveness of these contracts, which began on December 31, 2014 and extend to December 31, 2018, for a notional amount of $100.0 million . Any additional changes in the fair value of these interest rate swap agreements are immediately recognized in earnings. Amounts related to interest rate swap agreements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

are recorded in the Consolidated Statements of Operations on the line “Other.” The fair value of interest rate swap agreements was a net liability of $0.3 million at December 31, 2016 and 2015 , respectively.

The following table summarizes the fair value of derivative instruments at December 31 as recorded in the Consolidated Balance Sheets:



	Asset Derivatives					Liability Derivatives
	Balance sheet location	2016		2015		Balance sheet location	2016		2015
Derivatives designated as hedging instruments
Cash Flow Hedges
Foreign currency exchange contracts
Current	Prepaid expenses and other	$	—	$	2.5	Prepaid expenses and other	$	—	$	0.6
	Other current liabilities	3.7		3.2		Other current liabilities	14.0		10.9
Long-Term	Other non-current assets	—		—		Other long-term liabilities	10.1		2.1
Total derivatives designated as hedging instruments		$	3.7	$	5.7		$	24.1	$	13.6
Derivatives not designated as hedging instruments
Cash Flow Hedges
Interest rate swap agreements
Current	Other current liabilities	$	—	$	—	Other current liabilities	$	0.3	$	0.6
Long-term	Other non-current assets	0.2		0.3		Other long-term liabilities	0.2		—
Foreign currency exchange contracts
Current	Prepaid expenses and other	—		1.1		Prepaid expenses and other	—		0.3
	Other current liabilities	1.6		1.9		Other current liabilities	3.9		3.6
Total derivatives not designated as hedging instruments		$	1.8	$	3.3		$	4.4	$	4.5
Total derivatives		$	5.5	$	9.0		$	28.5	$	18.1

The following table summarizes the offsetting of the fair value of derivative instruments on a gross basis by counterparty at December 31, 2016 and 2015 as recorded in the Consolidated Balance Sheets:



	Derivative Assets as of December 31, 2016									Derivative Liabilities as of December 31, 2016
	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	$	0.2	$	(0.2	)	$	—	$	—	$	0.5	$	(0.2	)	$	0.3	$	0.3
Foreign currency exchange contracts	—		—			—		—		22.7		—			22.7		22.7
Total derivatives	$	0.2	$	(0.2	)	$	—	$	—	$	23.2	$	(0.2	)	$	23.0	$	23.0

	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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following table summarizes the pre-tax impact of derivative instruments for each year ended December 31 as recorded in the Consolidated Statements of Operations:



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)
	2016			2015			2014				2016			2015			2014				2016			2015			2014
Cash Flow Hedges
Interest rate swap agreements	$	—		$	—		$	(1.6	)	Interest expense	$	—		$	—		$	—		Other	$	—		$	—		$	0.8
Foreign currency exchange contracts	(15.5		)	(11.1		)	(8.6		)	Cost of sales	(3.0		)	(8.7		)	(7.0		)	Cost of sales	(0.2		)	0.1			—
	(15.5		)	(11.1		)	(10.2		)		(3.0		)	(8.7		)	(7.0		)		(0.2		)	0.1			0.8
Net Investment Hedges
Foreign currency exchange contracts	—			—			0.4			Cost of sales	—			—			—			N/A	—			—			—
Total	$	(15.5	)	$	(11.1	)	$	(9.8	)		$	(3.0	)	$	(8.7	)	$	(7.0	)		$	(0.2	)	$	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
																					2016			2015			2014
Cash flow hedges
Interest rate swap agreements														Other							$	(0.6	)	$	(0.5	)	$	(0.6	)
Foreign currency exchange contracts														Cost of sales							(2.8		)	0.3			(6.8		)
Total																					$	(3.4	)	$	(0.2	)	$	(7.4	)

NOTE 9—Retirement Benefit Plans

Defined Benefit Plans: The Company maintains various defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. The Company’s policy is to make contributions to fund these plans within the range allowed by applicable regulations. Plan assets consist primarily of publicly traded stocks and government and corporate bonds.

Pension benefits for employees covered under the Company’s U.S. and U.K. plans are frozen. Only certain grandfathered employees in the Netherlands still earn retirement benefits under defined benefit pension plans. All other eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans.

During 2016, 2015 and 2014, the Company recognized a settlement loss of $0.9 million , $1.3 million and $2.6 million , respectively, resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S. pension plans.

The assumptions used in accounting for the defined benefit plans were as follows for the years ended December 31 :



	2016	2015	2014
United States Plans
Weighted average discount rates	3.75%	4.00%	3.65%
Expected long-term rate of return on assets	7.50%	7.50%	7.75%
Non-U.S. Plans
Weighted average discount rates	0.86% - 2.50%	2.10% - 3.70%	1.80% - 3.60%
Rate of increase in compensation levels	1.50% - 2.50%	2.00% - 2.50%	2.00% - 2.50%
Expected long-term rate of return on assets	3.00% - 7.00%	3.00% - 7.00%	3.00% - 7.25%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Each year, the assumptions used to calculate the benefit obligation are used to calculate the net periodic pension expense for the following year.

Set forth below is a detail of the net periodic pension expense for the defined benefit plans for the years ended December 31 :



	2016			2015			2014
United States Plans
Service cost	$	—		$	—		$	—
Interest cost	3.0			2.9			3.4
Expected return on plan assets	(5.0		)	(5.5		)	(5.7		)
Amortization of actuarial loss	1.6			1.5			1.5
Amortization of prior service credit	(0.3		)	(0.3		)	(0.3		)
Settlements	0.9			1.3			2.6
Net periodic pension expense (benefit)	$	0.2		$	(0.1	)	$	1.5
Non-U.S. Plans
Service cost	$	0.2		$	0.2		$	2.2
Interest cost	5.0			5.6			6.9
Expected return on plan assets	(8.8		)	(9.6		)	(10.3		)
Amortization of actuarial loss	1.4			2.0			4.0
Net periodic pension expense (benefit)	$	(2.2	)	$	(1.8	)	$	2.8

Set forth below is a detail of other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the year ended December 31 :



	2016			2015			2014
United States Plans
Current year actuarial loss	$	1.6		$	4.3		$	8.4
Amortization of actuarial loss	(1.6		)	(1.5		)	(1.5		)
Amortization of prior service credit	0.3			0.3			0.3
Settlements	(0.9		)	(1.3		)	(2.6		)
Total recognized in other comprehensive income (loss)	$	(0.6	)	$	1.8		$	4.6
Non-U.S. Plans
Current year actuarial loss	$	20.5		$	2.0		$	10.7
Amortization of actuarial loss	(1.4		)	(2.0		)	(4.0		)
Current year prior service cost	—			(0.1		)	—
Curtailments	—			—			(5.9		)
Total recognized in other comprehensive income (loss)	$	19.1		$	(0.1	)	$	0.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following table sets forth the changes in the benefit obligation and the plan assets during the year and the funded status of the defined benefit plans at December 31 :



	2016						2015
	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	$	77.3		$	156.1		$	83.4		$	170.8
Service cost	—			0.2			—			0.2
Interest cost	3.0			5.0			2.9			5.6
Actuarial (gain) loss	1.2			34.6			(1.4		)	(4.6		)
Benefits paid	(4.2		)	(5.4		)	(4.2		)	(6.9		)
Employee contributions	—			0.1			—			0.1
Settlements	(1.6		)	—			(3.4		)	—
Business combination benefit obligation	—			2.5			—			—
Foreign currency exchange rate changes	—			(27.9		)	—			(9.1		)
Projected benefit obligation at end of year	$	75.7		$	165.2		$	77.3		$	156.1
Accumulated benefit obligation at end of year	$	75.7		$	164.7		$	77.3		$	155.6
Change in plan assets
Fair value of plan assets at beginning of year	$	68.4		$	144.7		$	76.3		$	155.9
Actual return on plan assets	4.6			21.1			(0.3		)	2.9
Employer contributions	—			3.2			—			0.8
Employee contributions	—			0.1			—			0.1
Benefits paid	(4.2		)	(5.4		)	(4.2		)	(6.9		)
Settlements	(1.6		)	—			(3.4		)	—
Foreign currency exchange rate changes	—			(24.8		)	—			(8.1		)
Fair value of plan assets at end of year	$	67.2		$	138.9		$	68.4		$	144.7
Funded status at end of year	$	(8.5	)	$	(26.3	)	$	(8.9	)	$	(11.4	)
Amounts recognized in the consolidated balance sheets consist of:
Noncurrent liabilities	$	(8.5	)	$	(26.3	)	$	(8.9	)	$	(11.4	)
Components of accumulated other comprehensive income (loss) consist of:
Actuarial loss	$	42.7		$	53.3		$	43.6		$	40.8
Prior service credit	(0.6		)	(0.1		)	(0.9		)	(0.1		)
Deferred taxes	(14.4		)	(9.0		)	(14.6		)	(6.2		)
Change in statutory tax rate	(1.2		)	(1.6		)	(1.2		)	(1.5		)
Foreign currency translation adjustment	—			6.1			—			(0.1		)
	$	26.5		$	48.7		$	26.9		$	32.9

The projected benefit obligation included in the table above represents the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation also reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases.

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Expected amortization of amounts included in accumulated other comprehensive income (loss) to be recognized in net periodic benefit cost in 2017 are:



	Amount			Net of tax
Actuarial loss	$	4.1		$	2.7
Prior service credit	$	(0.3	)	$	(0.2	)

The Company expects to contribute $3.0 million to its non-U.S. pension plans in 2017 . The Company does no t expect to contribute to its U.S. pension plans in 2017 .

Pension benefit payments are made from assets of the pension plans. Future pension benefit payments expected to be paid from assets of the pension plans are:



	U.S. Plans		Non-U.S. Plans
2017	$	6.5	$	5.3
2018	6.2		5.4
2019	6.2		6.2
2020	5.8		6.0
2021	5.7		6.2
2021 - 2025	25.4		34.4
	$	55.8	$	63.5

The expected long-term rate of return on defined benefit plan assets reflects management’s expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. The Company has established the expected long-term rate of return assumption for plan assets by considering the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classes used to determine the Company's estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes.

Expected returns for most of the Company's pension plans are based on a calculated market-related value of assets. Under this methodology, asset gains and losses resulting from actual returns that differ from the Company’s expected returns are recognized in the market-related value of assets ratably over three years.

The pension plans maintain an investment policy that, among other things, establishes a portfolio asset allocation methodology with percentage allocation bands for individual asset classes. The investment policy provides that investments are reallocated between asset classes as balances exceed or fall below the appropriate allocation bands.

The following is the actual allocation percentage and target allocation percentage for the Company's U.S. pension plan assets at December 31:



	2016 Actual Allocation	2015 Actual Allocation	Target Allocation Range
U.S. equity securities	45.4%	51.9%	36.0% - 54.0%
Non-U.S. equity securities	19.7%	12.4%	16.0% - 24.0%
Fixed income securities	33.9%	35.1%	30.0% - 40.0%
Money market	1.0%	0.6%	0.0% - 10.0%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following is the actual allocation percentage and target allocation percentage for the Company's U.K. pension plan assets at December 31 :



	2016 Actual Allocation	2015 Actual Allocation	Target Allocation
U.K. equity securities	21.2%	21.2%	21.0%
Non-U.K. equity securities	48.8%	48.3%	49.0%
Fixed income securities	30.0%	30.5%	30.0%

The Company maintains a pension plan for certain employees in the Netherlands which has purchased annuity contracts to meet its obligations.

The defined benefit pension plans do not have any direct ownership of Hyster-Yale common stock.

The fair value of each major category of U.S. plan assets for the Company’s pension plans are valued using quoted market prices in active markets for identical assets, or Level 1 in the fair value hierarchy. The fair value of each major category of Non-U.S. plan assets for the Company’s pension plans are valued using observable inputs, either directly or indirectly, other than quoted market prices in active markets for identical assets, or Level 2 in the fair value hierarchy. Following are the values as of December 31 :



	Level 1				Level 2
	2016		2015		2016		2015
U.S. equity securities	$	30.5	$	35.5	$	20.4	$	21.1
U.K. equity securities	—		—		26.7		28.1
Non-U.S., non-U.K. equity securities	13.3		8.5		42.0		43.0
Fixed income securities	22.7		24.0		49.8		52.5
Money market	0.7		0.4		—		—
Total	$	67.2	$	68.4	$	138.9	$	144.7

Defined Contribution Plans: The Company has defined contribution (401(k)) plans for substantially all U.S. employees and similar plans for employees outside of the United States. The Company generally matches employee contributions based on plan provisions. In addition, the Company has defined contribution retirement plans whereby the contribution to participants is determined annually based on a formula that includes the effect of actual compared with targeted operating results and the age and compensation of the participants. Total costs, including Company contributions, for these plans were $21.2 million , $23.5 million and $21.6 million in 2016 , 2015 and 2014 , respectively.

NOTE 10—Inventories

Inventories are stated at the lower of cost or market. Cost is determined under the last-in, first-out (“LIFO”) method primarily for manufactured inventories, including service parts, in the United States. At December 31, 2016 and 2015 , 54% and 58% , respectively, of total inventories were determined using the LIFO method.

The first-in, first-out (“FIFO”) method is used with respect to all other inventories. Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs.

F-31

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Inventories are summarized as follows:



	December 31
	2016			2015
Finished goods and service parts	$	171.9		$	153.0
Work in process	26.1			7.2
Raw materials	191.4			184.8
Total manufactured inventories	389.4			345.0
LIFO reserve	(37.2		)	(40.4		)
Total inventory	$	352.2		$	304.6

NOTE 11—Property, Plant and Equipment, Net

Property, plant and equipment are recorded at cost. Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under capital leases, over their estimated useful lives using the straight-line method. Buildings are generally depreciated using a 20, 40 or 50-year life, improvements to land and buildings are depreciated over estimated useful lives ranging up to 40 years and equipment is depreciated over estimated useful lives ranging from three to 15 years. Capital grants received for the acquisition of equipment are recorded as reductions of the related equipment cost and reduce future depreciation expense. Repairs and maintenance costs are expensed when incurred.

The Company periodically evaluates long-lived assets, including intangible assets with finite lives, for impairment when changes in circumstances or the occurrence of certain events indicate the carrying amount of an asset may not be recoverable. Upon identification of indicators of impairment, the Company evaluates the carrying value of the asset by comparing the estimated future undiscounted cash flows generated from the use of the asset and its eventual disposition with the asset’s net carrying value. If the carrying value of an asset is considered impaired, an impairment charge is recorded for the amount that the carrying value of the long-lived asset exceeds its fair value. Fair value is estimated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Property, plant and equipment, net includes the following:



	December 31
	2016			2015
Land and land improvements	$	26.3		$	19.6
Plant and equipment	645.1			569.3
Property, plant and equipment, at cost	671.4			588.9
Allowances for depreciation and amortization	(416.3		)	(404.4		)
	$	255.1		$	184.5

Total depreciation and amortization expense on property, plant and equipment was $34.5 million , $28.4 million and $29.7 million during 2016 , 2015 , and 2014 , respectively.

NOTE 12—Goodwill and Intangible Assets

The Company evaluates the carrying amount of goodwill and indefinite-lived intangible assets for impairment annually as of May 1 ^st and between annual evaluations if changes in circumstances or the occurrence of certain events indicate potential impairment. The Company uses either a qualitative or quantitative analysis to determine whether fair value exceeds carrying value. Goodwill impairment testing for 2016 was performed using a qualitative analysis by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. Indefinite lived intangible asset testing was performed for 2016 using a qualitative analysis. The results of the testing indicated goodwill and indefinite-lived intangible assets were not impaired.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

The following table summarizes intangible assets, other than goodwill, recorded in the consolidated balance sheets:



December 31, 2016	Gross Carrying Amount		Accumulated Amortization			Net Balance
Intangible assets not subject to amortization
Trademarks	$	15.8	$	—		$	15.8
Intangible assets subject to amortization
Customer and contractual relationships	27.9		(2.9		)	25.0
Patents and technology	16.3		(2.0		)	14.3
Trademarks	1.2		(0.1		)	1.1
Total	$	61.2	$	(5.0	)	$	56.2

December 31, 2015	Gross Carrying Amount		Accumulated Amortization			Net Balance
Customer and contractual relationships	$	0.1	$	—		$	0.1
Patents and technology	2.8		(0.4		)	2.4
Trademarks	1.2		(0.1		)	1.1
Total	$	4.1	$	(0.5	)	$	3.6

Amortization expense for intangible assets, which is recognized on a straight-line basis over the estimated useful life of the related asset, was $4.6 million and $0.5 million in 2016 and 2015 , respectively. Expected annual amortization expense of other intangible assets, based upon December 31, 2016 U.S. dollar values, for the next five years is as follows: $5.0 million in 2017 , $5.0 million in 2018 , $4.7 million in 2019 , $4.6 million in 2020 and $3.7 million in 2021 . The weighted-average amortization period for intangible assets is as follows:



Intangible assets subject to amortization		Weighted-Average Useful Lives (Years)
Customer relationships		11
Engineering drawings		10
Non-compete agreement		3
Patents		8
Trademarks		20

The following table summarizes goodwill by segment as of December 31, 2016:



	Carrying Amount of Goodwill
	Americas		Bolzoni			Total
Balance at January 1, 2016	$	—	$	—		$	—
Additions	1.7		54.2			55.9
Foreign currency translation	—		(5.2		)	(5.2		)
Balance at December 31, 2016	$	1.7	$	49.0		$	50.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

NOTE 13—Current and Long-Term Financing

The following table summarizes available and outstanding borrowings:



	December 31
	2016			2015
Total outstanding borrowings:
Revolving credit agreements	$	116.0		$	—
Other debt	68.5			32.1
Capital lease obligations	26.7			21.0
Total debt outstanding	$	211.2		$	53.1
Current portion of borrowings outstanding	$	129.0		$	33.5
Long-term portion of borrowings outstanding	$	82.2		$	19.6
Total available borrowings, net of limitations, under revolving credit agreements	$	291.2		$	242.4
Unused revolving credit agreements	$	175.2		$	242.4
Weighted average stated interest rate on total borrowings	4.4		%	9.1		%

Annual maturities of total debt, excluding capital leases, are as follows:



2017	$	121.5
2018	50.0
2019	9.0
2020	3.8
2021	0.2
	$	184.5

Interest paid on total debt was $5.6 million , $3.6 million and $2.7 million during 2016 , 2015 and 2014 , respectively.

Borrowings bear interest at a floating rate that can be a base rate or LIBOR, as defined in the Facility, plus an applicable margin. The applicable margins, effective December 31, 2016 , for U.S. base rate loans and LIBOR loans were 0.50% and 1.50% , respectively. The applicable margins, effective December 31, 2016 , for non-U.S. base rate loans and LIBOR loans was 1.50% . The applicable LIBOR interest rates under the Facility on December 31, 2016 were 2.25% and 1.50% , respectively, for the U.S. and non-U.S. facility including the applicable floating rate margin. The interest rate under the Facility on December 31, 2016 was 2.25% including the applicable floating rate margin. The Facility also requires the payment of a fee on the unused commitments. As of December 31, 2016 , the applicable unused fee was 0.350% per annum.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Facility also requires the Company to achieve a minimum fixed charge coverage ratio in certain circumstances in which total excess availability is less than ten percent of the total commitments under the Facility or excess availability under the U.S. revolving credit facility is less than ten percent of the U.S. revolver commitments, as defined in the Facility. At December 31, 2016, the Company was in compliance with the covenants in the Facility.

As part of the acquisition of Bolzoni, the Company acquired debt with the fair value of $44.3 million as of April 1, 2016. The debt acquired included short-term and long-term borrowings with variable rates based on the Euribor. The variable rates range from 0.60% to 7.00% with maturities from 2017 to 2020.

The Company had other borrowings outstanding, excluding capital leases, of approximately $78.5 million at December 31, 2016 , including $38.6 million relating to Bolzoni. In addition to the excess availability under the Facility, the Company had remaining availability of $47.5 million related to other non-U.S. revolving credit agreements.

NOTE 14—Leasing Arrangements

The Company leases certain office, manufacturing and warehouse facilities and machinery and equipment under noncancellable capital and operating leases that expire at various dates through 2023. Many leases include renewal and/or fair value purchase options.

Future minimum capital and operating lease payments at December 31, 2016 are:



	Capital Leases		Operating Leases
2017	$	8.0	$	18.4
2018	7.2		14.2
2019	5.6		7.6
2020	4.6		4.5
2021	2.2		1.7
Subsequent to 2021	—		2.0
Total minimum lease payments	27.6		$	48.4
Amounts representing interest	0.9
Present value of net minimum lease payments	26.7
Current maturities	7.5
Long-term capital lease obligation	$	19.2

Rental expense for all operating leases was $17.3 million , $18.3 million and $18.4 million for 2016 , 2015 and 2014 , respectively. The Company also recognized $5.3 million , $2.7 million and $5.3 million for 2016 , 2015 and 2014 , respectively, in rental income on subleases of equipment. These subleases were primarily related to lift trucks in which the Company records revenues over the term of the lease in accordance with the rental agreements with its customers. The sublease rental income for these lift trucks is included in “Revenues” and the related rent expense is included in “Cost of sales” in the Consolidated Statements of Operations for each period. Aggregate future minimum rentals to be received under noncancellable subleases of lift trucks as of December 31, 2016 are $21.8 million .

Assets recorded under capital leases are included in property, plant and equipment and consist of the following:



	December 31
	2016			2015
Plant and equipment	$	37.5		$	30.6
Less accumulated amortization	(8.1		)	(7.4		)
	$	29.4		$	23.2

Amortization of plant and equipment under capital leases is included in depreciation expense. Capital lease obligations of $12.8 million , $15.2 million and $6.5 million were incurred in connection with lease agreements to acquire machinery and equipment during 2016 , 2015 and 2014 , respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

NOTE 15—Product Warranties

The Company provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000 to 2,000 hours . For certain components in some series of lift trucks, the Company provides a standard warranty of two to three years or 4,000 to 6,000 hours . The Company estimates the costs which may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized.

In addition, the Company sells separately-priced extended warranty agreements that generally provide a warranty for an additional two to five years or up to 2,400 to 10,000 hours . The specific terms and conditions of those warranties vary depending upon the product sold and the country in which the Company does business. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts.

The Company also maintains a quality enhancement program under which it provides for specifically identified field product improvements in its warranty obligation. Accruals under this program are determined based on estimates of the potential number of claims and the cost of those claims based on historical costs.

The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim.

Changes in the Company's current and long-term warranty obligations, including deferred revenue on extended warranty contracts, are as follows:



	2016			2015
Balance at January 1	$	55.5		$	51.1
Current year warranty expense	35.4			34.7
Change in estimate related to pre-existing warranties	(10.1		)	(3.1		)
Payments made	(27.9		)	(25.8		)
Foreign currency effect	(0.6		)	(1.4		)
Balance at December 31	$	52.3		$	55.5

NOTE 16—Contingencies

Various legal and regulatory proceedings and claims have been or may be asserted against the Company relating to the conduct of its businesses, including product liability, environmental and other claims. These proceedings and claims are incidental to the ordinary course of business. Management believes that it has meritorious defenses and will vigorously defend the Company in these actions. Any costs that management estimates will be paid as a result of these claims are accrued when the liability is considered probable and the amount can be reasonably estimated. Although the ultimate disposition of these proceedings is not presently determinable, management believes, after consultation with its legal counsel, that the likelihood is remote that costs will be incurred materially in excess of accruals already recognized.

NOTE 17—Guarantees

Under various financing arrangements for certain customers, including independent retail dealerships, the Company provides recourse or repurchase obligations such that it would be obligated in the event of default by the customer. Terms of the third-party financing arrangements for which the Company is providing recourse or repurchase obligations generally range from one to five years. Total amounts subject to recourse or repurchase obligations at December 31, 2016 and 2015 were $149.3 million and $179.8 million , respectively. As of December 31, 2016 , losses anticipated under the terms of the recourse or repurchase obligations were not significant and reserves have been provided for such losses based on historical experience in the accompanying consolidated financial statements. The Company generally retains a security interest in the related assets financed such that, in the event the Company would become obligated under the terms of the recourse or repurchase obligations, the Company would take title to the assets financed. The fair value of collateral held at December 31, 2016 was approximately $195.6 million based on Company estimates. The Company estimates the fair value of the collateral using

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

information regarding the original sales price, the current age of the equipment and general market conditions that influence the value of both new and used lift trucks. The Company also regularly monitors the external credit ratings of the entities for which it has provided recourse or repurchase obligations. As of December 31, 2016 , the Company did not believe there was a significant risk of non-payment or non-performance of the obligations by these entities; however, there can be no assurance that the risk may not increase in the future. In addition, the Company has an agreement with WF to limit its exposure to losses at certain eligible dealers. Under this agreement, losses related to $33.5 million of recourse or repurchase obligations for these certain eligible dealers are limited to 7.5% of their original loan balance, or $7.1 million as of December 31, 2016 . The $33.5 million is included in the $149.3 million of total amounts subject to recourse or repurchase obligations at December 31, 2016 .

Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with HYGFS or other unrelated third parties. HYGFS provides debt and lease financing to both dealers and customers. On occasion, the credit quality of a customer or credit concentration issues within WF may require the Company to provide recourse or repurchase obligations of the lift trucks purchased by customers and financed through HYGFS. At December 31, 2016 , approximately $130.3 million of the Company's total recourse or repurchase obligations of $149.3 million related to transactions with HYGFS. In connection with the joint venture agreement, the Company also provides a guarantee to WF for 20% of HYGFS’ debt with WF, such that the Company would become liable under the terms of HYGFS’ debt agreements with WF in the case of default by HYGFS. At December 31, 2016 , loans from WF to HYGFS totaled $860.7 million . Although the Company’s contractual guarantee was $172.1 million , the loans by WF to HYGFS are secured by HYGFS’ customer receivables, of which the Company guarantees $130.3 million . Excluding the HYGFS receivables guaranteed by the Company from HYGFS’ loans to WF, the Company’s incremental obligation as a result of this guarantee to WF is $151.4 million , which is secured by 20% of HYGFS' customer receivables and other secured assets of $229.7 million . HYGFS has not defaulted under the terms of this debt financing in the past, and although there can be no assurances, the Company is not aware of any circumstances that would cause HYGFS to default in future periods.

The following table includes the exposure amounts related to the Company's guarantees at December 31, 2016 :



	HYGFS		Total
Total recourse or repurchase obligations	$	130.3	$	149.3
Less: exposure limited for certain dealers	33.5		33.5
Plus: 7.5% of original loan balance	7.1		7.1
	103.9		122.9
Incremental obligation related to guarantee to WF	151.4		151.4
Total exposure related to guarantees	$	255.3	$	274.3

NOTE 18—Equity Investments and Related Party Transactions

The Company maintains an interest in one variable interest entity, HYGFS. HYGFS is a joint venture with WF formed primarily for the purpose of providing financial services to independent Hyster ^® and Yale ^® lift truck dealers and National Account customers in the United States and is included in the Americas segment. The Company does not have a controlling financial interest or have the power to direct the activities that most significantly affect the economic performance of HYGFS. Therefore, the Company has concluded that the Company is not the primary beneficiary and uses the equity method to account for its 20% interest in HYGFS. The Company does not consider its variable interest in HYGFS to be significant.

Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with HYGFS or other unrelated third parties. HYGFS provides debt financing to dealers and lease financing to both dealers and customers. HYGFS’ total purchases of Hyster ^® and Yale ^® lift trucks from dealers, and directly from the Company such that HYGFS could provide retail lease financing to customers for the years ended December 31, 2016 , 2015 and 2014 were $438.8 million , $483.2 million and $465.9 million , respectively. Of these amounts, $69.4 million , $78.6 million and $94.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, were invoiced directly from the Company to HYGFS so that the customer could obtain operating lease financing from HYGFS. Amounts receivable from HYGFS at December 31, 2016 and 2015 were $12.1 million and $7.7 million , respectively. The Company provides recourse for certain financing provided by HYGFS to its dealers and customers. In addition, the Company also provides a guarantee to WF for their portion of HYGFS' debt. Refer to Note 17 for additional details relating to the guarantees provided to WF.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

In addition to providing financing to dealers, HYGFS provides operating lease financing to the Company. Operating lease obligations primarily relate to specific sale-leaseback-sublease transactions for certain customers whereby the Company sells lift trucks to HYGFS, leases these lift trucks back under an operating lease agreement and then subleases those lift trucks to customers under an operating lease agreement. Total obligations to HYGFS under the operating lease agreements were $17.2 million and $14.3 million at December 31, 2016 and 2015 , respectively. In addition, the Company provides certain subsidies to its dealers that are paid directly to HYGFS. Total subsidies were $2.8 million , $2.8 million and $3.0 million for 2016 , 2015 and 2014 , respectively.

The Company provides certain services to HYGFS for which it receives compensation under the terms of the joint venture agreement. The services consist primarily of administrative functions and remarketing services. Total income recorded by the Company related to these services was $9.8 million in 2016 , $14.6 million in 2015 and $12.0 million in 2014 . In addition, in December 2015, the Company received $5.0 million as an amendment fee, that was deferred and is being recognized over the remaining term of the agreement which expires in December 2018.

The Company has a 50% ownership interest in SN, a limited liability company which was formed primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ^® - and Yale ^® - branded lift trucks and related components and service parts outside of Japan. The Company purchases products from SN under agreed-upon terms. The Company’s ownership in SN is also accounted for using the equity method of accounting and is included in the JAPIC segment. The Company purchases products from SN under normal trade terms based on current market prices. In 2016 , 2015 and 2014 , purchases from SN were $55.0 million , $57.1 million and $70.7 million , respectively. Amounts payable to SN at December 31, 2016 and 2015 were $16.5 million and $15.8 million , respectively.

The Company recognized income of $0.5 million , $0.3 million and $1.1 million for payments from SN for use of technology developed by the Company that is included in “Revenues” in the Consolidated Statements of Operations for the years ended December 31, 2016 , 2015 and 2014 , respectively.

Summarized unaudited financial information for equity investments is as follows:



	2016		2015		2014
Statement of Operations
Revenues	$	326.7	$	315.0	$	361.9
Gross profit	$	103.4	$	98.7	$	108.3
Income from continuing operations	$	25.5	$	23.1	$	21.7
Net income	$	25.5	$	23.1	$	21.7
Balance Sheet
Current assets	$	115.5	$	103.2
Non-current assets	$	1,272.2	$	1,148.0
Current liabilities	$	117.2	$	138.0
Non-current liabilities	$	1,138.0	$	985.1

At December 31, 2016 and 2015 , the investment in HYGFS was $13.8 million and $14.8 million , respectively, and the investment in SN was $31.6 million and $28.1 million , respectively. Bolzoni's investment in unconsolidated affiliates was $0.5 million at December 31, 2016 . The investments are included in “Investment in Unconsolidated Affiliates” in the Consolidated Balance Sheets. The Company received dividends of $4.8 million and $2.3 million from HYGFS in 2016 and 2015 , respectively. The Company received dividends of $0.3 million and $0.2 million from SN in 2016 and 2015 , respectively. No dividends were received from HYGFS or SN in 2014 . The Company contributed $0.7 million to HYGFS in 2014 . No contributions were made in 2016 or 2015 .

NOTE 19—Acquisitions

On April 1, 2016, the Company's indirect wholly owned subsidiary, Hyster-Yale Capital Holding Italy S.r.l. (“HY Italy”), acquired 100% of the outstanding shares of Penta Holding S.p.A. ("Penta") from its shareholders for an aggregate

cash purchase price of €53.5 million (approximately $60.9 million as of April 1, 2016), which includes the value of the majority stake (approximately 50.5% ) of Bolzoni owned by Penta, as well as Penta's other assets and other liabilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Subsequent to the completion of the acquisition of Penta, HY Italy, in compliance with Italian law and CONSOB regulations, commenced the steps to launch a mandatory tender offer in Italy for all of the remaining outstanding shares of Bolzoni, with the intention to achieve the delisting of Bolzoni following completion of the mandatory tender offer and the processes related thereto.

During the second and third quarters of 2016, HY Italy acquired the remaining outstanding interest in Bolzoni for €55.4 million or approximately $62.2 million , which was funded using cash on hand and borrowings under the Facility. On July 6, 2016, Bolzoni was delisted from the Italian stock exchange.

The acquisition of Bolzoni adds a broader range of forklift truck attachments, forks and lift tables to the Company's suite of products and provides an important platform for additional growth. The acquisition of Bolzoni has been accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. The process of estimating the fair values of intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The allocation of the purchase price is preliminary as the Company has not yet finalized its analysis of the fair value of contingent obligations and income taxes.

The following table summarizes the preliminary estimated fair values of the assets acquired and the liabilities assumed of Bolzoni as of April 1, 2016:



Acquired Assets and Liabilities	Preliminary Fair Value
Cash	$	8.0
Accounts receivable	34.0
Inventories	31.5
Property, plant and equipment	43.3
Intangible Assets	54.8
Other assets	0.5
Total assets acquired	$	172.1
Accounts payable	32.7
Total debt	44.3
Long-term deferred tax liabilities	11.5
Other liabilities	8.0
Total liabilities assumed	$	96.5
Noncontrolling interest	5.7
Net assets acquired	$	69.9
Initial purchase price	$	60.9
Interest acquired in mandatory tender offer	$	63.2
Goodwill	$	54.2



Acquired Intangible Assets	Fair Value		Weighted-Average Useful Lives (Years)	Valuation Method
Customer relationships	$	22.1	13	Excess Earnings
Trademarks	17.1		Indefinite	Relief from Royalty
Engineering drawings	12.5		10	Reproduction Cost
Patents	2.1		10	Relief from Royalty
Non-compete agreement	1.0		3	Lost Profit
Total	$	54.8

The fair value of accounts receivable acquired was $34.0 million with the gross contractual amount being $34.0 million . At the time of the acquisition, the Company expected to collect all accounts receivable. The $54.2 million of goodwill was assigned to the Bolzoni segment. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

(Tabular Amounts in Millions, Except Per Share and Percentage Data)

Bolzoni. None of the goodwill is expected to be deductible for income tax purposes. The results of Bolzoni’s operations have been included in the consolidated financial statements since the acquisition date and are reflected in the Bolzoni segment. Pro forma information has not been presented as it would not be materially different from historical reported results of operations.

In April 2016, the Company entered into a non-cash working capital transaction to acquire a telematics installation and distribution business with intangibles of approximately $8.1 million . The results of operations of this acquired business have been included in the America's segment since the date of acquisition and are not material to the Company's results of operations, financial position or cash flows.

The Company recognized $6.6 million of acquisition-related costs during 2016, which is included in the Americas segment. These costs are included in the line “Selling, general and administrative expenses” in the Consolidated Statement of Operations.

NOTE 20—Other Events and Transactions

In June 2014, Hyster-Yale Brasil Empilhadeiras Ltda. (“HYG Brasil”), an indirect, wholly-owned subsidiary of the Company, completed the sale of real estate and an operating facility to Synergy Empreendimentos E Participacoes Ltda. During 2014, HYG Brasil received $8.2 million related to the sale and recognized a gain of $17.7 million , which is included on the line “Gain on sale of assets” in the Consolidated Statements of Operations. The proceeds from the sale are included in the Investing Activities section of the Consolidated Statements of Cash Flows and were used for the construction of a new facility in Brazil. An upfront payment of $9.9 million was received in 2013, when the sale agreement was executed. In addition, $0.8 million was deposited into an escrow account which will be released to HYG Brasil upon conclusion of certain environmental remediation activities.

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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES

YEAR ENDED DECEMBER 31, 2016 , 2015 AND 2014



				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)
2016
Reserves deducted from asset accounts:
Allowance for doubtful accounts (C)		$	12.8	$	6.3	$	(2.7	)	$	1.5	(D)	$	14.9
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


(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 $4.6 million , $4.5 million and $5.4 million in 2016 , 2015 and 2014 , respectively.


(D)	Write-offs, net of recoveries.

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EXHIBIT INDEX

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.



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 14, 2016, Commission File Number 000-54799.
2.3		Amendment Agreement, dated April 1, 2016, by and among Hyster-Yale Capital Holding Italy S.r.l., 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 April 1, 2016, Commission File Number 000-54799.

(3) Articles of Incorporation and By-laws.



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) Instruments defining the rights of security holders, including indentures.



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) Material Contracts.



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.

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Table of Contents



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		Fifth Amendment to Stockholders' Agreement, dated as of December 2, 2016, 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 No. 11 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001.
10.12		Sixth Amendment to Stockholders' Agreement, dated as of December 22, 2016, 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 No. 12 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001.
10.13*		The Hyster-Yale Group, Inc. Executive Excess Retirement Plan (Effective as of January 1, 2016) is filed herewith.
10.14*		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).
10.15*		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.
10.16*		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.
10.17*		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.
10.18*		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.
10.19*		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.
10.20*		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.
10.21*		Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2016) is incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K, filed by the Company on February 17, 2016, Commission File Number 000-54799.
10.22*		Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2017) is filed herewith.
10.23*		The Hyster-Yale Group, Inc. Unfunded Benefit Plan (As Amended and Restated as of January 1, 2016) is filed herewith.
10.24*		The Hyster-Yale Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2016) is filed herewith.

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Table of Contents



10.25*		The Hyster-Yale Group Inc. Annual Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2016) is filed herewith.
10.26*		Hyster-Yale Group, Inc. Excess Retirement Plan (Amended and Restated Effective January 1, 2016) is incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K, filed by the Company on February 17, 2016, Commission File Number 000-54799.
10.27*		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.
10.28*		Agreement and Deed, dated July 22, 2015, between Ralf Mock and NACCO Materials Handling Ltd is incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K, filed by the Company on February 17, 2016, Commission File Number 000-54799.
10.29		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.
10.30		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.
10.31		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.
10.32		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.
10.33		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.
10.34		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.
10.35		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.
10.36		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.
10.37		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.
10.38		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.
10.39		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.
10.40		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.
10.41		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.
10.42		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.

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Table of Contents



10.43		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.
10.44		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.
10.45		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.
10.46		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.
10.47		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.
10.48		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.
10.49		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.
10.50		Guarantee Agreement, dated March 1, 2016, by Hyster-Yale Materials Handling, Inc. in favor of Wells Fargo Financial Leasing, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 1, 2016.
10.51		Guarantee Agreement, dated March 1, 2016, by Hyster-Yale Group, Inc. in favor of Wells Fargo Financial Leasing, Inc. is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated March 1, 2016.
10.52		Loan, Security and Guaranty Agreement dated as of April 28, 2016 among Hyster-Yale Materials Handling, Inc. and Hyster-Yale Group, Inc., as U.S. Borrowers, Hyster-Yale Nederland B.V., Hyster-Yale International B.V., Hyster-Yale Holding B.V. and Hyster-Yale Capital Holding B.V., as Dutch Borrowers, Hyster-Yale UK Limited and Hyster-Yale Capital UK Limited, as UK Borrowers, 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 10.1 to the Company's Current Report on Form 8-K, dated April 28, 2016.
10.53		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.
10.54		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.
10.55		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.
10.56		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.
10.57*		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.

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Table of Contents

(21) Subsidiaries. A list of the subsidiaries of the Company is attached hereto.

(23) Consents of experts and counsel.



23.1		Consent of Ernst & Young LLP.

(24) Powers of Attorney.



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.

(31) Rule 13a-14(a)/15d-14(a) Certifications.



31(i)(1)		Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.
31(i)(2)		Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.
(32)		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Kenneth C. Schilling
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
*		Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item15(b) of this Annual Report on Form 10-K.

X-5

Exhibit 10.13

HYSTER-YALE GROUP, INC.
EXECUTIVE EXCESS RETIREMENT PLAN

NACCO Materials Handling Group, Inc. (the “Company”) originally adopted this NACCO Materials Handling Group, Inc. Executive Excess Retirement Plan (the “Plan”) to be effective as of, and contingent upon, the “Spin Off Date,” as such term is defined in the 2012 Separation Agreement between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.

Effective as of the Spin-Off Date, the Company agreed to a partial spin-off from the NACCO Materials Handling Group, Inc. Excess Retirement Plan (the “Excess Plan”) and the transfer of the liabilities attributable to the Chairman of the Company (the “Participant”) in the Excess Plan to the Plan. The Participant ceased to be a participant in the Excess Plan immediately upon such spin-off and transfer, and the Excess Plan has no liability or obligation thereafter to the Participant. Immediately after the spin-off and transfer, the Participant had an Account balance in this Plan equal to the Account balance of the Participant in the Excess Plan immediately before such spin-off and transfer. This Plan shall be a continuation of the Excess Plan as to the Participant.

Effective January 1, 2016, NACCO Materials Handling Group, Inc. was renamed Hyster-Yale Group, Inc. Accordingly, Hyster-Yale Group, Inc., hereby amends, restates and renames the Plan as the Hyster-Yale Group, Inc. Executive Excess Retirement Plan effective as of January 1, 2016 (the “Effective Date”) to read as follows:

ARTICLE I - PREFACE


Section 1.1.	Purpose of the Plan . The purpose of this Plan is to provide the Participant with the benefits he would have received under the Profit Sharing Plan if he was a participant in such plan.


Section 1.2.	Governing Law. This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except where preempted by federal law.


Section 1.3.	Application of Code Section 409A .


(a)	The Excess 401(k) Sub-Accounts under the Plan are subject to the requirements of Code Section 409A. The remainder of the Plan is 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 Company does not guarantee the Participant any particular tax result with respect to any payments provided hereunder, including tax treatment under Code Section 409A.

ARTICLE II - DEFINITIONS

Except as otherwise provided in this Plan, terms defined in the Profit Sharing Plan as it may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan:


Section 2.1.	Account shall mean the record maintained by the Company in accordance with Section 4.1 as the sum of the Participant's Excess Retirement Benefits hereunder. The Participant's Account shall be further divided into the Sub-Accounts described in Article III hereof.


Section 2.2.	Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, on a form acceptable to the Plan Administrator prior to the Participant’s death. In the absence of a valid designation, a Participant’s Beneficiary shall be his surviving spouse or, if none, his estate.


Section 2.3.	Bonus shall mean any bonus under the Company’s annual incentive compensation plan(s) that would be taken into account as Compensation under the Profit Sharing Plan, which is earned with respect to services performed by the Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year).


Section 2.4.	Company shall mean Hyster-Yale Group, Inc. (formerly known as NACCO Materials Handling Group, Inc.) or any entity that succeeds Hyster-Yale Group, Inc. by merger, reorganization or otherwise.


Section 2.5.	Compensation shall have the same meaning as under the Profit Sharing Plan, except that Compensation shall be deemed to include (i) the amount of compensation deferred by the Participant under this Plan, (ii) amounts in excess of the limitation imposed by Code Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.2.


Section 2.6.	Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit, Excess 401(k) Benefit, Excess Employer Contribution Benefit or Excess Transitional Benefit (all as described in Article III) which is payable to or with respect to the Participant under this Plan.


Section 2.7.	Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Profit Sharing Plan or any equivalent fixed income fund thereunder which is designated by the Company’s Retirement Funds Investment Committee as the successor thereto.


Section 2.8.	Key Employee. A Participant shall be classified as a Key Employee if he meets the following requirements:


(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 Key Employee 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 Key Employee Effective Date is the following April 1 ^st . As such, any Employee who is classified as a Key Employee as of December 31 ^st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 ^st .

(c)

Notwithstanding the foregoing, the 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) or Hyster-Yale Materials Handling, Inc. (for periods 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..


Section 2.9.	Participant shall mean the Chairman of the Company on the Spin Off Date.


Section 2.10.	Plan Administrator shall mean the Hyster-Yale Group, Inc. Benefits Committee (the “Benefits Committee”).


Section 2.11.	Plan Year shall mean the calendar year.


Section 2.12.	Profit Sharing Plan shall mean the Hyster-Yale Group, Inc. Profit Sharing Retirement Plan or any successor thereto.


Section 2.13.	Termination of Employment means, with respect to the Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined in Code Section 409A (and the regulations or other guidance issued thereunder).


Section 2.14.	Valuation Date shall mean the last day of each calendar month and any other date chosen by the Plan Administrator.

ARTICLE III - EXCESS RETIREMENT BENEFITS – CALCULATION OF AMOUNT

Section 3.1.

Excess Profit Sharing Benefits. Each Plan Year, the Company shall credit to a Sub-Account (the "Excess Profit Sharing Sub-Account") established for the Participant an amount equal to the amount of the Company’s Profit Sharing Contribution which would have been made to the profit sharing portion of the Profit Sharing Plan on behalf of the Participant if (a) the Participant was a participant in such Plan; (b) the Plan did not contain the limitations imposed under

Sections 401(a)(17) and 415 of the Code or any limits on the amount of Profit Sharing Contributions that may be paid to Highly Compensated Employees and (c) the term "Compensation" (as defined in Section 2.5 hereof) were used for purposes of determining the amount of profit sharing contributions under the Profit Sharing Plan (the "Excess Profit Sharing Benefits").


Section 3.2.	Basic and Additional Excess 401(k) Benefits .

(a)

Applicability . The provisions of this Section 3.2 shall apply during the 2012 Plan Year (and the 2013 Plan Year, but solely with respect to the Participant’s Bonus that was earned in 2012 and will be paid in 2013). The Participant’s deferral election under the Excess Plan relating to his 2012 Compensation (including his Bonus that will be paid in 2013) shall continue in full force and effect under this Plan after the Spin Off Date. All amounts deferred by the Participant under this Section 3.2 shall be referred to herein collectively as the “Excess 401(k) Benefits.” Notwithstanding anything in the Plan to the contrary, in no event shall the Participant be entitled to receive Excess 401(k) Benefits under the Plan for Plan Years commencing on and after January 1, 2014.


(b)	Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for the 2012 Plan Year (and the 2013 Plan Year, but solely with respect to the Participant’s Bonus that was earned in 2012 and will be paid in 2013) 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) of (1) the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over (2) 7%, and the denominator of which is the percentage of Compensation elected to be deferred.

The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the “Excess 401(k) Sub-Account.”

Section 3.3.

Excess Employer Contributions . For each Plan Year beginning on and after January 1, 2013, the Company shall credit to a Sub-Account (the "Excess Employer Contribution Sub-Account") established for the Participant an amount equal to 3% of his Compensation (the "Excess Employer Contribution Benefits"). Notwithstanding the foregoing, for 2012, the Participant's Excess Employer Contribution Benefit shall be an amount equal to the Matching Employer Contributions attributable to the Excess 401(k) Benefits he is prevented from

receiving under the Profit Sharing Plan because of various Code limitations or as a result of his deferral of Compensation under this Plan.


Section 3.4.	Transitional Benefits . The Company shall credit to a Sub-Account (the “Transitional Sub-Account”) established for the Participant an amount equal to $37,710 (the “Transitional Benefit”) on December 31, 2012 and on each following December 31st; provided, however, that the Participant remains employed by the Company on each such date.

ARTICLE IV - ACCOUNTS


Section 4.1.	Participant Accounts . The Company shall establish and maintain on its books an Account for the Participant which shall contain the following entries:


(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 would otherwise be credited to the Participant’s account 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 the Participant is prevented from making a Before-Tax Contribution under the Profit Sharing Plan.

(c)

Credits to an Excess Employer Contribution Sub-Account for the Excess Employer Contribution Benefits described in Section 3.3, which amounts shall be credited to the Sub-Account as of the last day of each calendar month; provided , however , that amounts credited to the Participant’s Excess Employer Contribution Sub-Account in 2012 shall be credited when the Participant is prevented from receiving Matching Employer Contributions under the Profit Sharing Plan.


(d)	Credits to the Transitional Sub-Account for the Transitional Benefit at the time(s) described in Section 3.4.


(e)	Credits to all Sub-Accounts for the earnings and the uplift described in Article V.


(f)	Debits for any distributions made from the Sub-Accounts.


(g)	Any amounts that were credited to the Participant’s corresponding sub-accounts under the Excess Plan shall be transferred to the appropriate sub-accounts under this Plan as of the Spin Off Date.

ARTICLE V – EARNINGS/UPLIFT


Section 5.1.	Earnings.

Subject to Section 5.3, at the end of each calendar month during a Plan Year, the Excess 401(k), the Transitional Sub-Account and Excess Employer Contribution Sub-Accounts of the Participant shall be credited with an amount determined by multiplying such Participant’s Sub-Account

balance during such month by the blended rate earned during the prior month by the Fixed Income Fund. Notwithstanding the foregoing, no interest shall be credited for the month in which a Sub-Account is distributed hereunder.


Section 5.2.	Uplift on Plan Payments.

Subject to Section 5.3, but in addition to the earnings described in Section 5.1, the balance of the Basic Excess 401(k) Sub-Account, the Excess Employer Contribution Sub-Account, the Transitional Sub-Account and the Excess Profit Sharing Sub-Account as of the last day of the month prior to the payment date shall each be increased by an additional 15%.


Section 5.3.	Changes/Limitations .


(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%.

ARTICLE VI - VESTING


Section 6.1.	Vesting . The Participant shall always be 100% vested in all amounts credited to his Account hereunder.

ARTICLE VII -TIME AND FORM OF PAYMENT

Section 7.1.

Time and Form of Payment . All amounts credited to the Participant’s Sub-Accounts for each Plan Year (a) including the Excess Profit Sharing Benefits, earnings and uplift that are credited after the end of a Plan Year but (b) reduced for any applicable withholding taxes shall automatically be paid to the Participant (or his Beneficiary in event of his death) in the form of a single lump sum payment on March 15 ^th of the immediately following Plan Year.


Section 7.2.	Other Payment Rules and Restrictions.

(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, the Company shall not be required to make any payment hereunder to the Participant or Beneficiary if the making of the payment would jeopardize the ability of the Company to continue as a going concern; provided that any missed payment is made during the first calendar

year in which the funds of the Company are sufficient to make the payment without jeopardizing the going concern status of the Company.

(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 of 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)	Withholding/Taxes . To the extent required by applicable law, the Company shall withhold from the Excess Retirement Benefits hereunder, any income, employment or other taxes required to be withheld by any government or governmental agency.

ARTICLE VIII - MISCELLANEOUS


Section 8.1.	Liability of the Company . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and the Participant, his Beneficiary or any other person.

Section 8.2.

Limitation on Rights of Participants and Beneficiaries – No Lien . This Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of the Participant or his Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. None of the Participant, his Beneficiary, or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or his Beneficiary as provided herein. The Participant and his Beneficiary shall have the status of a general unsecured creditor of the Company. The amount standing to the credit of the Participant's Sub-Account is purely notional and affects only the calculation of benefits payable to or in respect of him. It does not give the Participant any right or entitlement (whether legal, equitable or otherwise) to any particular assets held for the purposes of the Plan or otherwise.


Section 8.3.	No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to the Participant. The Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

Section 8.4.

Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit.


Section 8.5.	Anti-Assignment .


(a)	Subject to Subsection (b), no right or interest under this Plan of the Participant or his 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 his 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 payment of all or a part of the Participant's or his Beneficiary's vested interest under this Plan to an "alternate payee" as defined in Code Section 414(p).


Section 8.6.	Severability . If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.


Section 8.7.	Effect on other Benefits. Benefits payable to or with respect to the Participant under any other Company sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

ARTICLE IX - ADMINISTRATION OF PLAN


Section 9.1.	Administration .

(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 the Participant 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 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.

Section 9.2.

Regulations . The Plan Administrator may promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject only to the provisions of Sections 9.3 and 9.4 hereof, be final and binding on all persons.


Section 9.3.	Claims Procedures .

(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.

Section 9.4.

Revocability/Recovery . Any action taken by the Plan Administrator or the Compensation Committee of Hyster-Yale Materials Handling, Inc. (or its delegate) a with respect to the rights or benefits under the Plan of any person shall be revocable as to payments not yet made to such person. In addition, the acceptance of any Benefits under the Plan constitutes acceptance of and agreement to the Plan making any appropriate adjustments in future payments to any person (or to recover from such person) any excess payment or underpayment previously made to him.

Section 9.5.

Amendment . The Company (with the approval or ratification of the Compensation Committee of Hyster-Yale Materials Handling, Inc.) may at any time prospectively or retroactively amend any or all of the provisions of this Plan for any reason whatsoever, except that, without the prior written consent of the Participant, no such amendment may (a) reduce the amount of any Participant's vested Benefit as of the date of such amendment or (b) alter the time of payment provisions described in Article VII of the Plan, except for any amendments 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 (provided that such amendments comply with the requirements of Code Section 409A as applied to any Sub-Account that is subject to the requirements of Code Section 409A). Any amendment shall be in the form of a written instrument executed by an officer of the Company. Subject to the foregoing provisions of this Section, such amendment shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution.

Section 9.6. Termination .


(a)	Subject to Subsection (b), the Company (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 Participant, no such

termination may (i) reduce the amount of the 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 Participant 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 the Participant’s Excess Retirement Benefits but only to the extent such change is permitted by Code Section 409A and Treasury Regulations or other guidance issued thereunder.


Section 9.7.	Expenses. The expenses of administering the Plan shall be paid by the Company.

EXECUTED, this 24th day of June, 2016.




			HYSTER-YALE GROUP, INC.

		By:	/s/ Suzanne Schulze Taylor
			Name: Suzanne Schulze Taylor
			Title: Senior Vice President, General Counsel and Secretary

Exhibit 10.22

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES
Director Fee Policy (Amended Effective as of January 1, 2017)

This Director fee policy shall apply to each Director of Hyster-Yale Materials Handling, Inc. (Hyster-Yale) or one of its subsidiaries, other than (i) Directors who are full-time employees of Hyster-Yale or one of its subsidiaries or (ii) Directors who have entered into separate written fee agreements authorized by the Board of Directors and executed by an authorized officer of Hyster-Yale or one of its subsidiaries.

Each Director of Hyster-Yale will receive an annual retainer, of $166,000, payable quarterly in arrears. Each quarterly payment shall consist of $14,000 in cash and $27,500 worth of Hyster-Yale Class A Common Stock, transfer of which is restricted pursuant to the terms of the Hyster-Yale Non-Employee Directors’ Equity Compensation Plan.

Each Director of Hyster-Yale Group, Inc. who is not a Director of Hyster-Yale will receive an annual retainer of $20,000, payable in cash quarterly in arrears in installments of $5,000.

Each Chairman of a Committee of the Hyster-Yale Board of Directors will receive an additional annual Committee Chairman’s fee of $10,000, payable in cash quarterly in arrears in installments of $2,500; provided, however, that the Chairman of the Audit Review Committee will receive an annual Committee Chairman’s fee of $15,000, payable in cash quarterly in arrears in installments of $3,750. 100% of all fees paid for service as Chairman of a Committee is attributable to services for Hyster-Yale Group, Inc. and its subsidiaries.

Each member of a Committee (other than the Executive Committee) of the Hyster-Yale Board of Directors, including Committee Chairmen, will receive an additional annual Committee member’s fee of $7,000 for each Committee on which such Director serves, payable in cash quarterly in arrears in installments of $1,750. 100% of all fees paid for service as a member of a Committee is attributable to services for Hyster-Yale Group, Inc. and its subsidiaries.

Each Director of Hyster-Yale or a Hyster-Yale subsidiary will be paid a meeting fee of (a) $1,000 for each Hyster-Yale or subsidiary Board meeting attended, provided that no Director shall be paid for attendance at more than one Board meeting on any single day, and (b) $1,000 for each Committee meeting attended. In the case of either joint meeting or joint committee meetings, the fees associated with that meeting will be allocated among the companies that actually met.

This amended policy is effective as of January 1, 2017

Exhibit 10.23

HYSTER-YALE GROUP, INC.
UNFUNDED BENEFIT PLAN

Hyster-Yale Group, Inc. (the "Company") does hereby amend and completely restate the Hyster-Yale Group, Inc. Unfunded Benefit Plan on the terms and conditions described hereinafter, effective as of January 1, 2016:

ARTICLE I - PREFACE

Section 1.1. Effective Date . The original effective date of this Plan was February 10, 1993 and the Plan was previously amended and restated as of September 1, 2000, January 1, 2005, December 1, 2007, April 24, 2009 and January 1, 2014. The effective date of this amendment and restatement is January 1, 2016.

Section 1.2. Purpose of the Plan . The purpose of this Plan is to provide for the continued deferral of certain frozen benefits.

Section 1.3. Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except where preempted by federal law.

Section 1.4. Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

Section 1.5. Application of Code Section 409A

(a) As a result of the changes to the payment provisions of this Plan in accordance with the Code Section 409A transitional rules, none of the Accounts are "grandfathered" under Code Section 409A.

(b) It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not guarantee to Participants or Beneficiaries any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

Section 1.6. Benefit Freeze/Plan Termination . All Excess Retirement Benefits under the Plan were frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on the Accounts after such date, as specified in the Plan. The Plan shall automatically terminate when the last Covered Employee receives a payment of his entire Account hereunder.

ARTICLE II - DEFINITIONS

Except as otherwise provided in this Plan, terms defined in the Profit Sharing Plan (as it may be amended from time to time) and terms defined in the December 1, 2007 restatement of the Plan shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this restatement of the Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this restated Plan:

Section 2.1. Account shall mean the record maintained by the Employer in accordance with Section 4.1 as the sum of the Participant's Excess Retirement Benefits hereunder.

Section 2.2. Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VIII hereof.

Section 2.3. Change in Control shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2014 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) or any successor or replacement thereto.

Section 2.4. Company shall mean Hyster-Yale Group, Inc. (formerly known as NACCO Materials Handling Group, Inc.) or any entity that succeeds Hyster-Yale Group, Inc. by merger, reorganization or otherwise.

Section 2.5. Committee shall mean the Compensation Committee of the Parent Company (or its delegate).

Section 2.6. Covered Employee shall mean any Participant who, prior to December 31, 2007, is designated by the Company’s Compensation Committee as an actual or potential “covered employee” for purposes of Code Section 162(m) for the 2008 calendar year.

Section 2.7. Excess Retirement Benefit or Benefit shall mean a Participant’s Account balance as of January 1, 2016, plus interest thereon.

Section 2.8. Final Payout Percentage . For each Plan Year, the Final Payout Percentage shall mean the percentage of the Target Payout that is paid under the Company’s Long-Term Incentive Compensation Plan (the “Cash LTIP”), as determined by the Committee, in its sole discretion, for the global corporate participants.

Section 2.9. Key Employee . A Participant shall be classified as a Key Employee if he meets the following requirements:

(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 as defined in 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 December 31 ^st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 ^st .

(c) Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of the Parent Company (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.

Section 2.10. Parent Company shall mean Hyster-Yale Materials Handling, Inc.

Section 2.11. Participant shall mean the Covered Employees who have Account balances hereunder.

Section 2.12. Plan shall mean the Hyster-Yale Group, Inc. Unfunded Benefit Plan, as herein set forth or as duly amended.

Section 2.13. Plan Administrator shall mean the Administrative Committee of the Profit Sharing Plan.

Section 2.14. Plan Year shall mean the calendar year.

Section 2.15. Profit Sharing Plan shall mean the Hyster-Yale Group, Inc. Profit Sharing Retirement Plan or any successor thereto.

Section 2.16. Target Payout . For each Plan Year, the Target Payout shall mean the total amount that would be paid out under the Cash LTIP if each Performance Objective (as such term is defined in the Cash LTIP) under the Cash LTIP is met exactly at target level, as determined by the Committee, in its sole discretion, for the global corporate participants.

Section 2.17. Termination of Employment means, with respect to any Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined in Code Section 409A (and the regulations or other guidance issued thereunder).

Section 2.18. True-Up Interest Rate shall mean the interest rate determined under an annual “True-Up Interest Rate Table” and related interpolation chart that is adopted and approved by the Committee within the first 90 days of each Plan Year and is based on the Final Payout Percentage for such Plan Year.

Section 2.19. Valuation Date shall mean the last day of each calendar quarter and any other date chosen by the Plan Administrator.

ARTICLE III - EXCESS RETIREMENT BENEFITS – CALCULATION OF AMOUNT

Section 3.1. Frozen Benefits. The Accounts of the Participants contain amounts that were allocated for 2007 and prior Plan Years. No additional amounts (other than earnings) shall be credited to these Accounts.

ARTICLE IV - ACCOUNTS

Section 4.1. Participants' Accounts . Each Employer shall establish and maintain on its books an Account for each Participant which shall contain the following entries:

(a) Credits to the Accounts for amounts earned during 2007 and prior Plan Years.

(b) Credits for the earnings described in Article V and the amounts described in Section 7.3.

ARTICLE V - EARNINGS

Section 5.1. Earnings .

(a) In General . Except as otherwise described in the Plan, for Plan Years commencing on and after January 1, 2014, at the end of each calendar month during a Plan Year through the end of the month prior to the payment date, the Accounts of the Covered Employees shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by 2%. Notwithstanding the foregoing, in the event that the True-Up Interest Rate determined for such Plan Year exceeds the rate credited under the preceding sentence to the Excess Profit Sharing Sub-Account, Basic Excess Deferral Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account, such Sub-Accounts shall retroactively be credited with the excess (if any) of (i) the amount determined under the preceding sentence over (ii) the amount determined by multiplying the Participant's Sub-Account balance during each month of such Plan Year by the True-Up Interest Rate determined for such Plan Year, compounded monthly. If a Participant incurs a Termination of Employment, this True-Up Interest Rate calculation shall be made during the month in which the Participant incurs such Termination of Employment and shall be based on the year-to-date True-Up Interest Rate for the month ending prior to the date the Participant incurs a Termination of Employment, as determined by the Committee in its sole discretion. For any subsequent month following such Termination of Employment, the True-Up Interest Rate calculation shall not apply.

(b) Prior Plan Years . Notwithstanding anything in the Plan to the contrary, any interest credited to a Participant’s Sub-Accounts with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013.

Section 5.2. Changes in/Limitations on Earnings Assumption .

(a) The Committee may change (but, for periods prior to the last day of the month prior to the payment date, may not suspend) the earnings rate credited on Accounts 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 be credited at a rate which exceeds 14%.

ARTICLE VI - VESTING

Section 6.1. Vesting . A Participant shall always be 100% vested in all amounts credited to his Account hereunder.

ARTICLE VII - TIME AND FORM OF PAYMENT TO PARTICIPANTS

Section 7.1. Time and Form of Payment.

(a) Subject to Subsection (b) below and Section 7.2(c), Covered Employees shall receive payment of the amounts allocated to their Account under the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefit and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the amount of earnings that is credited to his Account each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which a Covered Employee receives a payment of his frozen Account balance, such Covered Employee shall also receive payment of the pro-rata earnings (and corresponding uplift) for such Plan Year at the same time he receives payment of such Account balance.

(b) Payment Rules in the Event of a Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, all amounts allocated to the Accounts of all Participants shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Committee. Notwithstanding anything in the Plan to the contrary, the earnings credited to a Participant’s Account for the year in which a Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, he True-Up Interest Rate calculation for the year in which a Change in Control occurs shall be based on the year-to-date True-Up Interest Rate for the month ending prior to the date of the Change in Control, as determined by the Committee in its sole discretion.

(c) Withholding/Taxes . To the extent required by applicable law, the Company shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld therefrom by any governmental agency.

Section 7.2. Other Payment Rules and Restrictions.

(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, the Company shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize its ability to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Company are sufficient to make the payment without jeopardizing the going concern status of the Company.

(c) Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees 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 9.5), (ii) a conflict of interest or (iii) 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) Time of Payment/Processing . Except as described in Sections 7.1(b) and 7.2(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.

(e) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Post-2004 Sub-Accounts 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.

Section 7.3. Additional Payments.

(a) At the time described in clause (b) of this Section 7.3, the Company shall pay to each Participant who is a Covered Employee (i) an amount equal to the positive difference, if any, of I minus II (the “Income Tax Payment”), plus (ii) an additional amount such that, after payment by the Participant of all applicable federal, state and local income taxes and employment ( e.g. , FICA) taxes on the Income Tax Payment, the Participant will retain an amount equal to the Income Tax Payment (the “Gross-Up Payment”). For purposes of this Section 7.3:


I =	The Participant’s federal, state and local income tax and employment ( e.g. , FICA) tax liability with respect to the payment of the amounts described in Section 7.1(b)(ii)(X) (his “Frozen Account Balance”); and


II =	The amount of federal, state and local income tax and employment ( e.g. , FICA) tax liability the Participant would have incurred with respect to the payment of the Participant’s Frozen Account Balance if the Frozen Account Balance had been paid to the Participant during the 2008 Plan Year.

For purposes of calculating the amounts described in I and II above and determining the Gross-Up Payment, the Participant will be considered to pay (A) federal income taxes at the highest rate in effect in the applicable year and (B) state and local income taxes at the highest rate in effect in the state or locality in which the applicable payment would be subject to state or local tax, net of the maximum reduction in federal income tax that could be obtained from deduction of such state and local taxes. All determinations required to be made under this Section 7.3 shall be made by the Company, after receiving applicable information from the Participant.

(b) The payment described in paragraph (a) of this Section 7.3 shall be made at the same time as the payment described in Section 7.1(a)(i).

ARTICLE VIII - BENEFICIARIES

Section 8.1. Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant's death. Separate Beneficiary designations may be made for each Sub-Account under the Plan (provided that a single Beneficiary must be designated for both the Excess 401(k) Sub-Account and the corresponding Excess Matching Sub-Account). In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, (a) the Beneficiary of a Participant for his Excess 401(k) Benefits, his Excess Matching Benefits and his Excess Profit Sharing Benefits shall be his beneficiary under the Profit Sharing Plan, and (b) the Beneficiary of a Participant for his Excess Deferral Benefits, his LTIP Deferral Benefits and his Yale Short-Term Benefits shall be his surviving legal spouse or, if none, his estate. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant's Beneficiary unless the Participant's designation specifically provided to the contrary. If two or more persons designated as a Participant's Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant's designation specifically provides for a different allocation.

Section 8.2. Change in Beneficiary. Anything herein or in the Profit Sharing Plan to the contrary notwithstanding, a Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the Profit Sharing Plan. In other words, the Beneficiary hereunder need not be the same as under the Profit Sharing Plan. Any change in Beneficiary shall be made by giving written notice thereof to the Employer or Plan Administrator and any change shall be effective only if received prior to the death of the Participant.

Section 8.3. Distributions to Beneficiaries .

(a) Amount of Benefits . Excess Retirement Benefits payable to a Participant's Beneficiary under this Plan shall be equal to the balance in the applicable Sub-Account of such Participant on the Valuation Date preceding the date of the distribution of the Sub-Account to the Beneficiary.

(b) Time of Payment . Excess Retirement Benefits that are credited to the Account of a Participant as of his date of death shall be payable to the Participant’s Beneficiary in accordance with the rules described in Article VII.

ARTICLE IX - MISCELLANEOUS

Section 9.1. Liability of Company . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and any Participant, Beneficiary or any other person.

Section 9.2. Limitation on Rights of Participants and Beneficiaries – No Lien . This Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company. The amount standing to the credit of any Participant's Sub-Account is purely notional and affects only the calculation of benefits payable to or in respect of him. It does not give the Participant any right or entitlement (whether legal, equitable or otherwise) to any particular assets held for the purposes of the Plan or otherwise.

Section 9.3. No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

Section 9.4. Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Employers from all liability with respect to such Benefit.

Section 9.5. Assignment .

(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 payment of all or a part of a Participant's or Beneficiary's vested interest under this Plan to an "alternate payee" as defined in Code Section 414(p).

Section 9.6. Severability . If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

Section 9.7. Effect on other Benefits. Benefits payable to or with respect to a Participant under the Profit Sharing Plan or any other Company sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

ARTICLE X - ADMINISTRATION OF PLAN

Section 10.1. Administration .

(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 10.3 and 10.4 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.

Section 10.2. Regulations . The Plan Administrator may promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations

made by the Plan Administrator shall, subject only to the provisions of Sections 10.3 and 10.4 hereof, be final and binding on all persons.

Section 10.3. Claims Procedures .

(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 Committee 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 Committee shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 10.1(a) above.

(d) The Committee 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.

Section 10.4. Revocability of Action/Recovery . Any action taken by the Plan Administrator or the Committee with respect to the rights or benefits under the Plan of any person shall be revocable as to payments not yet made to such person. In addition, the acceptance of any Benefits under the Plan constitutes acceptance of and agreement to the Plan making any appropriate adjustments in future payments to any person (or to recover from such person) any excess payment or underpayment previously made to him.

Section 10.5. Amendment . The Company (with the approval or ratification of the Committee) may at any time prospectively or retroactively amend any or all of the provisions of this Plan for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such amendment may (a) reduce the amount of any Participant's vested Benefit as of the date of such amendment, (b) suspend the crediting of earnings on the balance of a Participant's Account, until the last day of the month prior to the payment date of such Account or (c) alter the time of payment provisions described in Article VII of the Plan, except for any amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment in a manner permitted by Code Section 409A. Any amendment shall be in the form of a written instrument executed by an

officer of the Company. Subject to the foregoing provisions of this Section, such amendment shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution.

Section 10.6. Termination .

(a) This Plan will automatically terminate when the last Participant receives a payment of his entire Account balance hereunder. In addition, subject to Subsection (b), the Company ( with the approval or ratification of the Committee), in its sole discretion, may terminate the remainder of 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) adversely affect any Participant's vested Benefit as of the date of such termination, (ii) suspend the crediting of earnings on the balance of a Participant's Account, until the last day of the month prior to the payment date of such Account or (c) alter the time of 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 Code Section 409A or that accelerate the time of payment in a manner permitted by 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 Committee. 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.

(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.




			HYSTER-YALE GROUP, INC.

		By:	/s/ Suzanne Schulze Taylor
			Name: Suzanne Schulze Taylor
			Title: Senior Vice President, General Counsel and Secretary

Appendix A. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of any of the events listed in I or II, below; provided that such occurrence occurs on or after January 1, 2016 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant :

I. i.

Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders (as defined below), is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding voting securities of a Related Company (as defined below) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities by any Person pursuant to an Excluded Business Combination (as defined below); or

ii.

The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which (such a Business Combination, an “Excluded Business Combination”) the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).

II. i. Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then Outstanding Voting Securities of Hyster-Yale Materials Handling, Inc. (“HY”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities:

(A) directly from HY that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded HY Business Combination (as defined below);

provided , that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the Outstanding Voting Securities of HY inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of HY, then no Change in Control shall have occurred as a result of such Person’s acquisition; or


ii.	a majority of the Board of Directors of HY ceases to be comprised of Incumbent Directors; or

iii.

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of HY or the acquisition of assets of another corporation, or other transaction involving HY (“HY Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded HY Business Combination”):

(A) the individuals and entities who beneficially owned, directly or indirectly, HY immediately prior to such HY Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such HY Business Combination (including, without limitation, an entity that as a result of such transaction owns HY or all or substantially all of the assets of HY, either directly or through one or more subsidiaries); and

(B) at the time of the execution of the initial agreement, or of the action of the Board of Directors of HY, providing for such HY Business Combination, at least a majority of the members of the Board of Directors of HY were Incumbent Directors.

III . Definitions. The following terms as used herein shall be defined as follow:

1. “Incumbent Directors” means the individuals who, as of December 31, 2015, are Directors of HY and any individual becoming a Director subsequent to such date whose election, nomination for election by HY’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of HY in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of HY occurs as a result of an actual or threatened election contest (as described in Rule 14a 12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of HY.

2. “Permitted Holders” shall mean, collectively, (i) the parties to the 2012 Stockholders’ Agreement, as amended from time to time, by and among the “Depository”, the “Participating Stockholders” (both as defined therein) and HY; provided, however, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect on the date of the Change in Control, (ii) any direct or indirect subsidiary of HY and (iii) any employee benefit plan (or related trust) sponsored or maintained by HY or any direct or indirect subsidiary of HY.

3. “Related Company” means Hyster-Yale Group, Inc. (formerly known as NACCO Materials Handling Group, Inc.) and its successors (“HYG”), any direct or indirect subsidiary of HYG and any entity that directly or indirectly controls HYG.

Exhibit 10.24

HYSTER-YALE GROUP, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 2016)


1.	Effective Date

The effective date of this amended and restated Hyster-Yale Group, Inc. Long-Term Incentive Compensation Plan (the “Plan”) is January 1, 2016.


2.	Purpose of the Plan

The purpose of this Plan is to further the long-term profits and growth of Hyster-Yale Materials Handling, Inc. (the “Parent Company”) by enabling the Parent Company, its principal operating subsidiary, Hyster-Yale Group, Inc. (the “Company”) and the Company’s Subsidiaries (together with the Company, the “Employers”) to attract and retain key management employees by offering long-term incentive compensation to those key management employees who will be in a position to make significant contributions to such profits and growth. This incentive is in addition to all other compensation.


3.	Code Section 409A

It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of 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 Participants or Beneficiaries any particular tax treatment under Code Section 409A.


4.	Definitions


(a)	“Account” shall mean the record maintained by the Employer in accordance with Section 7 to reflect the Participants’ Awards under the Plan (plus interest thereon). The Account shall be further sub-divided into various Sub-Accounts as described in Section 8.


(b)	“Award” shall mean the cash awards granted to a Participant under this Plan for the Award Terms.

(c)

“Award Term” shall mean the period of one or more years on which an Award is based, as established by the Committee and specified in the Guidelines. Any Award Term(s) applicable to a Qualified Performance-Based Award shall be established by the Committee not later than 90 days after the commencement of the Award Term on which such Qualified Performance-Based Award will be based and prior to the completion of 25% of such Award Term.


(d)	“Beneficiary” shall mean the person(s) designated in writing (on a form acceptable to the Committee) to receive the payment of a Participant’s Sub-Accounts hereunder in the event of his death. In the absence of such a designation and at anytime when there is no existing Beneficiary hereunder, a Participant’s Beneficiary shall be his surviving legal spouse or, if none, his estate.


(e)	“Change in Control” shall mean the occurrence of an event described in Appendix 1 hereto.


(f)	“Code” shall mean the Internal Revenue Code of 1986, as amended.

(g)

“Committee” shall mean the Compensation Committee of the Parent Company’s Board of Directors or any other committee appointed by the Parent Company’s Board of Directors to administer the Plan in accordance with Section 5, so long as any such committee consists of not less than two directors of the Parent Company and so long as each such member of the committee is (i) an “outside director” for purposes of Code Section 162(m) and (ii) is not an employee of the Parent Company or any of its subsidiaries.


(h)	“Covered Employee” shall mean any Participant who is a “covered employee” for purposes of Code Section 162(m) or any Participant who the Committee determines in its sole discretion is likely to become such a covered employee.

(i)

“Disability” or “Disabled.” A Participant shall be deemed to have a “Disability” or be “Disabled” if the Participant is determined to be totally disabled by the Social Security Administration or if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an Employer sponsored accident and health plan.


(j)	“Final Payout Percentage.” For each Plan Year, the Final Payout Percentage shall mean the percentage of the Target Payout that is paid out under the Plan, as determined by the Committee, in its sole discretion, for the global corporate participant group.


(k)	“Grant Date” shall mean the effective date of an Award, which is the January 1 ^st following the end of the Award Term.

(l)

“Guidelines” shall mean the guidelines that are approved by the Committee for each Award Term for the administration of the Awards granted under the Plan. To the extent that there is any inconsistency between the Guidelines and this Plan on matters other than the time and form of payment of the Awards, the Guidelines shall control. If there is any inconsistency between the Guidelines and the Plan regarding the time and form of payment of the Awards, the Plan shall control.


(m)	“Hay Salary Grade” shall mean the salary grade or Salary Points assigned to a Participant by the Employers pursuant to the Hay Salary System, or any successor salary system subsequently adopted by the Employers.


(n)	“Key Employee.” A Participant shall be classified as a Key Employee if he meets the following requirements:

* The Participant, with respect to the Participant’s relationship with the Employers and their affiliates, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5) thereof) 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 Key Employee Effective Date (defined below). When applying the provisions of Code Sections 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined 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(c)-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.

* The Identification Date for Key Employees is each December 31st and the Key Employee Effective Date is the following April 1st. As such, any Employee who is classified as a Key Employee as of December 31st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1st.

* Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of the Parent Company (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 date of the Participant’s Termination of Employment.


(o)	“Maturity Date” shall mean the date established in Section 10(a)(i) for each Sub-Account under the Plan.

(p)

“Non-U.S. Participant” shall mean a Participant who is classified by the Committee as a non-resident alien with no U.S.-earned income. Such classification shall be determined as of the Grant Date of each particular Award. Once a Participant is classified by the Committee as a Non-U.S. Participant with respect to a particular Award, such classification shall continue in effect until such Award is paid, regardless of any subsequent change in classification.


(q)	“Participant” shall mean any person who meets the eligibility criteria set forth in Section 6 and who is granted an Award under the Plan or a person who maintains an Account balance hereunder.

(r)

“Performance Objectives” shall mean the performance objectives established pursuant to the Plan for Participants. Performance Objectives may be described in terms of Parent Company-wide or Company-wide objectives or objectives that are related to the performance of (i) the individual Participant, (ii) any subsidiary, division, business unit, department or function of the Parent Company or (iii) any Subsidiary, division, business unit, department or function of the Company. Performance Objectives may be measured on an absolute or relative basis. Different groups of Participants may be subject to different Performance Objectives for the same Award Term. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be based on one or more, or a combination, of the following criteria, or the attainment of specified levels of growth or improvement in one or more of the following criteria: return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, net or standard margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or

productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value increase over time, economic value income, economic value increase over time, new project development, adjusted standard margin or net sales.


(s)	“Plan Year” shall mean the calendar year.


(t)	“Qualified Performance-Based Award” shall mean any Award or portion of an Award granted to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).

(u)

“Retirement” or “Retire” shall mean the (i) termination of a U.S. Participant’s employment with the Employers after the Participant has reached age 60 and completed at least 15 years of service, or (ii) termination of a Non-U.S. Participant’s employment with the Employers after the Non-U.S. Participant has reached age 60 and completed at least 15 years of service or, if earlier, a termination that qualifies as a retirement under local practices and procedures and/or which qualifies the Non-U.S. Participant for foreign retirement benefits.


(v)	“Salary Points” means the salary points assigned to a Participant by the Committee for the applicable Award Term pursuant to the Hay salary point system, or any successor salary point system adopted by the Committee.


(w)	“Subsidiary” shall mean any corporation, partnership or other entity, the majority of the outstanding voting securities of which is owned, directly or indirectly, by the Parent Company.

(x)

“Target Award” shall mean a dollar amount calculated by multiplying (i) the designated salary midpoint that corresponds to a Participant’s Hay Salary Grade by (ii) the long-term incentive compensation target percent for that Hay Salary Grade for the applicable Award Term, as determined by the Committee. The Target Award is the Award that would be paid to a Participant under the Plan if each Performance Objective is met exactly at target level.


(y)	“Target Payout.” For each Plan Year, the Target Payout shall mean the total amount that would be paid out under the Plan if each Performance Objective is met exactly at target level, as determined by the Committee, in its sole discretion, for the global corporate participant group.


(z)	“Termination of Employment” shall mean, with respect to any Participant’s relationship with the Employers and their affiliates, a separation from service as defined in Code Section 409A (and the regulations and guidance issued thereunder).


(aa)	“True-Up Interest Rate.” Beginning in 2014, the True-Up Interest Rate shall mean the interest rate determined under an annual “True-Up Interest Rate Table” and related interpolation chart based on the Final Payout Percentage of the Plan for such Plan Year. The True-Up Interest Rate Table is adopted and approved by the Committee within the first 90 days of each Plan Year.


(bb)	“U.S. Participant” shall mean, with respect to any Award, any Participant who is not a Non-U.S. Participant.


5.	Administration

(a)

This Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Employers and all present and former Participants, all other employees of the Employers, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith.

(b)

The Committee shall have complete authority to interpret all provisions of this Plan, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines) and to make all other determinations necessary or advisable for the administration of this Plan. Notwithstanding the foregoing, no such action may be taken by the Committee that would cause any Qualified Performance-Based Awards to be treated as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).


6.	Eligibility

Any person who is classified by an Employer as a salaried employee of an Employer generally at a Hay Salary Grade of 26 or above (or a compensation level equivalent thereto), who in the judgment of the Committee occupies an officer or other key executive position in which his efforts may significantly contribute to the profits or growth of an Employer, may be eligible to participate in the Plan; provided, however, that (a) leased employees (as defined in Code Section 414) and (b) persons who are participants in the Hyster-Yale

Materials Handling, Inc. Long-Term Equity Incentive Plan for a particular Award Term shall not be eligible to participate in this Plan for the same Award Term. A person shall become a Participant in the Plan when granted an Award under Section 8(b)(ii).


7.	Accounts and Sub-Accounts.

Each Employer shall establish and maintain on its books an Account for each Participant who is or was employed by the Employer which shall reflect the Awards described in Section 8 hereof. Such Account shall also (a) reflect credits for the interest described in Section 10(b) and debits for any distributions and (b) be divided into the Sub-Accounts specified in Section 8(d).


8.	Granting of Awards/Crediting of Sub-Accounts.

The Committee may, from time to time and upon such conditions as it may determine, authorize the granting of Awards to Participants for each Award Term, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions:

(a)

The Committee shall approve (i) a Target Award to be granted to each Participant and (ii) a formula for determining the amount of each Award for such Award Term, which formula is based upon the achievement of Performance Objectives, as set forth in the Guidelines; provided, however, that with respect to any Qualified Performance-Based Award, the Committee shall approve the foregoing not later than the ninetieth day of the applicable Award Term and prior to the completion of 25% of such Award Term. At such time, the Committee shall designate whether the Award is a Qualified Performance-Based Award.

(b)

Effective no later than April 30 ^th of the Plan Year following the end of the Award Term, the Committee shall approve (i) a preliminary calculation of the amount of each Award based upon the application of the formula and actual performance to the Target Awards previously determined in accordance with Section 8(a); and (ii) a final calculation and approval of the amount of each Award to be granted to each Participant for the Award Term (with the specified “Grant Date” of such Award being January 1st of the Plan Year following the end of the Award Term). Such approval shall be certified in writing by the Committee before any amount is paid for any Award granted with respect to an Award Term. Notwithstanding the foregoing, (1) the Committee shall have the power to decrease the amount of any Award below the amount determined in accordance with the foregoing provisions and (2) the Committee shall have the power to increase the amount of any Award above the initial amount determined in accordance with the foregoing provisions or adjust the amount of thereof in any other manner determined by the Committee in its sole and absolute discretion. Further notwithstanding the foregoing,

(A) no such decrease may occur following a Change in Control; (B) no such increase, adjustment or any other change may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)) and (C) no Award, including any Award equal to the Target Award, shall be payable under the Plan to any Participant except as determined and approved by the Committee.

(c)

Calculations of Target Awards for U.S. Participants for an Award Term shall initially be based on the Participant’s Hay Salary Grade as of January 1 ^st of the first year of the Award Term. Calculations of Target Awards for Non-U.S. Participants for an Award Term shall be determined in accordance with the Guidelines in effect for such Award Term. However, such Target Awards shall be changed during or after the Award Term under the following circumstances: (i) if a Participant receives a change in Hay Salary Grade, salary midpoint and/or long-term incentive compensation target percentage during an Award Term, such change shall be reflected in a pro-rata Target Award, (ii) employees hired into or promoted into a position eligible to participate in the Plan (as specified in Section 6 above) during an Award Term will be assigned a pro-rated Target Award based on their length of service during the Award Term; provided that the employees have been employed by the Employers for at least 90 days during the Award Term and (iii) the Committee may increase or decrease the amount of the Target Award at any time, in its sole and absolute discretion; provided, however, that (1) no such decrease may occur following a Change in Control and (2) no such increase, adjustment or any other change may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)). Unless otherwise determined by the Committee (in its sole and absolute discretion), in order to be eligible to receive an Award for an Award Term, the Participant must be employed by an Employer and must be a Participant on December 31 ^st of the last year of an Award Term. Notwithstanding the foregoing, if a Participant dies, becomes Disabled or Retires during the Award Term, the Participant shall be entitled to a pro-rata portion of the Award for such Award Term, calculated based on actual performance for the entire Award Term in accordance with Section 8(b)(ii) above and the number of days the Participant was actually employed by the Employers during the Award Term.

(d)

After approval by the Compensation Committee, each Award shall be credited to the Participant’s Account in accordance with the following rules. The cash value of each Award for each Award Term shall be credited to a separate Sub-Account for each Participant. Such Sub-Accounts shall be classified based on the Grant Date of the particular Award. For example, the cash value of the Awards with a Grant Date of 1/1/14 shall be credited to the 2014 Sub-Account, the cash value of the Awards with a Grant Date of 1/1/15 shall be credited to the 2015 Sub-Account, etc.


(e)	Notwithstanding any other provision of the Plan, (i) the maximum cash value of the Awards granted to a Participant under this Plan for any Award Term shall not exceed $6,000,000 and (ii) the maximum cash value of the payment from the Sub-Account that holds the Awards for any Award Term (including interest) shall not exceed $8,000,000.


(f)	Multiple Awards may be granted to a Participant; provided, however, that no two Awards to a Participant may have identical performance periods.


(g)	All determinations under this Section shall be made by the Committee. Each Qualified Performance-Based Award shall be granted and administered to comply with the requirements of Code Section 162(m).


9.	Vesting

All Awards granted hereunder shall be immediately 100% vested as of the Grant Date. Participants shall be 100% vested in all amounts credited to their Accounts hereunder.


10.	Payment of Sub-Account Balances/Interest


(a)	Payment Dates .

(i)

Maturity Dates . The Maturity Date of each Sub-Account shall be the third anniversary of the Grant Date of the Award that was credited to such Sub-Account. For example, the Maturity Date of the 2015 Sub-Account (containing Awards with a Grant Date of 1/1/15) shall be 1/1/18. Subject to the provisions of clause (ii) below, the balance of each Sub-Account shall be paid to the Participant on the Maturity Date of such Sub-Account.


(ii)	Other Payment Dates . Notwithstanding the foregoing, but subject to the provisions of Section 11 hereof, (1) the payment date of amounts that were credited to a particular

Sub-Account while a Participant was a Non-U.S. Participant may be any earlier date determined by the Committee and (2) in the event a Participant dies , becomes Disabled , or incurs a Termination of Employment on account of Retirement prior to the applicable Maturity Date, (A) the payment date of all amounts credited to the Participant’s pre-2015 Sub-Accounts as of the date of death, Disability, or Termination of Employment on account of Retirement shall be the date of such death , Disability, or Termination of Employment on account of Retirement, (B) the payment date of all amounts credited to the Participant’s post-2014 Sub-Accounts as of the date of death, Disability, or Termination of Employment on account of Retirement shall be a date during the period from January 1 ^st through April 30th of the Plan Year following the year in which such death , Disability, or Termination of Employment on account of Retirement occurs and (C) the Award earned for the Award Term in which the date of death, Disability, or Termination of Employment on account of Retirement occurs shall be paid during the period from January 1 ^st through April 30th of the Plan Year following the last day of the Award Term; provided, however, that if a Participant who incurs a Termination of Employment on account of Retirement is a Key Employee, the Participant’s payment date shall not be any earlier than the 1 ^st day of the 7 ^th month following the date of his Termination of Employment on account of Retirement (or, if earlier, the date of the Participant’s death).

(b)

Interest . The Participant’s Sub-Accounts shall be credited with interest as follows; provided, however, that (1) no interest shall be credited to a Sub-Account after the Maturity Date of the Sub-Account, (2) no interest shall be credited to a Sub-Account following a Participant’s Termination of Employment prior to a Maturity Date (except as described in Section 10(c)(ii) with respect to delayed payments made to Key Employees on account of a Termination of Employment on account of Retirement), (3) no interest shall be credited to the Sub-Accounts after the last day of the month preceding the payment date of such Sub-Account and (4) no interest in excess of 14% shall be credited to any Sub-Account.

(i)

Interest Rate for Non-Covered Employees . At the end of each calendar month during a Plan Year, the Sub-Accounts of Participants who are not Covered Employees shall be credited with an amount determined by multiplying the Participant’s Sub-Account balances during such month by 2%. In addition, as of the end of each Plan Year commencing on or after January 1, 2014 in which the True-Up Interest Rate for such Plan Year exceeds 2%, the Sub-Accounts shall also be credited with an additional

amount determined by multiplying the Participant’s Sub-Account balances during each month of such Plan Year by the excess of the True-up Interest Rate over 2%, compounded monthly. If a Participant dies , becomes disabled or incurs a Termination of Employment for any reason prior to December 31 of a Plan Year, the foregoing interest calculations shall be calculated as of the last day of the month coincident with or prior to the Participant’s termination date. Notwithstanding the foregoing, in the event that, prior to an applicable Maturity Date, a Participant who is not a Covered Employee incurs a Termination of Employment (other than on account of death, disability or Retirement), the interest credited to such Participant’s Sub-Accounts for the year in which such Termination of Employment occurs shall be capped at 2%.

(ii)

Interest Rate for Covered Employees . At the end of each calendar month during a Plan Year, the Sub-Accounts of Participants who are Covered Employees shall be credited with an amount determined by multiplying the Participant’s Sub-Account balances during such month by 14%; provided, however, that the Committee shall have the power to decrease such interest to such lower amount determined by the Committee in its sole discretion based on the True-Up Interest Rate for such Plan Year, but no less than 2%. If a Participant dies , becomes disabled or incurs a Termination of Employment for any reason prior to December 31 of a Plan Year, the foregoing interest calculations shall be calculated as of the last day of the month coincident with or prior to the Participant’s termination date. Notwithstanding the foregoing, in the event that, prior to an applicable Maturity Date, a Participant who is a Covered Employee incurs a Termination of Employment (other than on account of death, disability or Retirement), the interest credited to such Participant’s Sub-Accounts for the year in which such Termination of Employment occurs shall be capped at 2%.

(iii)

Prior Plan Years . Notwithstanding anything in the Plan to the contrary, any interest credited to a Participant’s Sub-Accounts with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013. Moreover, in the event that, prior to an applicable Maturity Date, a Participant becomes eligible for a payment of amounts credited to hispre-2015 Sub-Accounts prior to December 31 of a Plan Year, the foregoing interest calculations shall be made as of the last day of the month prior to such payment date. When making such calculations, the True-Up Interest Rate shall be equal to the year-to-date True-Up Interest Rate as of the last day of the prior month, as determined by the Committee in its sole discretion.

(iv)

Changes . The Committee may change (or suspend) the interest rate credited on Accounts hereunder at any time. Notwithstanding the foregoing, no such change may be made in a manner that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).


(c)	Payment Date, Form of Payment and Amount .


(i)	Payment Date and Form . Except as otherwise described in Section 11 hereof, the Participant’s Employer or former Employer shall deliver to the Participant (or, if applicable, his Beneficiary), a check in full payment of each Sub-Account within 90 days of the applicable payment date of such Sub-Account.

(ii)

Amount . Each Participant shall be paid the entire balance of each Sub-Account (including interest). If a Participant who incurs a Termination of Employment on account of Retirement is a Key Employee whose payment is delayed until the 1 ^st day of the 7 ^th month following such Termination of Employment on account of Retirement, such Participant’s Sub-Accounts shall continue to be credited with interest (in accordance with the rules specified in Section 10(b) but at the rate of 2%) from the date the payment would have been made if the Participant was not a Key Employee through the last day of the month prior to the payment date. Any amounts that would otherwise be payable to the Key Employee prior to the 1 ^st day of the 7 ^th month following Termination of Employment on account of Retirement shall be accumulated and paid in a lump sum make-up payment within 30 days following such delayed payment date. Amounts that are payable to the Non-U.S. Participants shall be converted from U.S. dollars to local currency in accordance with the terms of the Guidelines .


11.	Change in Control


(a)	The following provisions shall apply notwithstanding any other provision of the Plan to the contrary.


(b)	Amount of Award for Year of Change In Control . In the event of a Change in Control during an Award Term, the amount of the Award payable to a Participant who is employed by the Employers on the date of the Change in Control (or who died, became Disabled or Retired during such Award Term and prior to the Change in Control) for such Award Term shall be

equal to the Participant’s Target Award for such Award Term, multiplied by a fraction, the numerator of which is the number of days during the Award Term during which the Participant was employed by the Employers prior to the Change in Control and the denominator of which is the number of days in the Award Term.

(c)

Time of Payment . In the event of a Change in Control, the payment date of all amounts credited to the Participant’s Sub-Accounts (including, without limitation, the pro-rata Target Award for the Award Term during which the Change in Control occurred) shall be the date that is between two days prior to, or within 30 days after, the date of the Change in Control, as determined by the Committee in its sole and absolute discretion. Notwithstanding anything in the Plan to the contrary, the interest credited to the Participant’s Sub-Accounts under Section 10(b) for the year in which the Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, the True-Up Interest Rate shall be equal to the year-to-date True-Up Interest Rate as of the last day of the month prior to the date of the Change in Control, as determined by the Committee in its sole discretion.


12.	Amendment, Termination and Adjustments

(a)

The Committee, in its sole and absolute discretion, may alter or amend this Plan from time to time; provided, however, that without the written consent of the affected Participant, no such amendment shall, (i) reduce a Participant’s Account balance as in effect on the date of the amendment, (ii) reduce the amount of any outstanding Award that was previously approved by the Committee but not yet paid as of the date of the amendment, (iii) modify Section 11(b) hereof or (iv) alter the time of payment provisions described in Sections 10 and 11 of the Plan, except for any amendments that accelerate the time of payment as permitted under Code Section 409A or are required to bring such provisions into compliance with the requirements of Code Section 409A and, in either case, are permitted by Code Section 409A and the regulations issued thereunder.

(b)

The Committee, in its sole and absolute discretion, may terminate this Plan in whole or in part at any time; provided that, such termination is permitted under Code Section 409A and, without the written consent of the affected Participant, no such termination shall, (i) reduce a Participant’s Account balance as in effect on the date of the termination, (ii) reduce the amount of any outstanding Award that was previously approved by the Committee but not yet paid as of the date of termination or (iii) alter the time of payment provisions described in Sections 10 and

11 of the Plan, except for modifications that accelerate the time of payment or are required to bring such provisions into compliance with the requirements of Code Section 409A and, in either case, are permitted by Code Section 409A.

(c)

Notwithstanding the foregoing, upon a complete termination of the Plan, the Committee, in its sole and absolute discretion, shall have the right to change the time of distribution of Participants’ Sub-Accounts under the Plan, including requiring that all such Sub-Accounts be immediately distributed in the form of lump sum cash payments (but only to the extent such change is permitted by Code Section 409A).


(d)	No amendment may cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).


(e)	Any amendment or termination of the Plan shall be in the form of a written instrument approved and adopted by the Committee. Such amendment or termination shall become effective as of the date specified by the Committee.


13.	General Provisions

(a)

No Right of Employment . Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of an Employer, or shall in any way affect the right and power of an Employer to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Employer might have done if this Plan had not been adopted.


(b)	Governing Law . The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except when preempted by federal law.


(c)	Expenses. Expenses of administering the Plan shall be paid by the Employers, as directed by the Parent Company.


(d)	Assignability . No amount payable to a Participant under this Plan shall be assignable or transferable by him for any reason whatsoever, 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; provided, however, that upon the death of a

Participant the right to the amounts payable hereunder shall be paid to the Participant’s Beneficiary.


(e)	Taxes . There shall be deducted from each payment under the Plan the amount of any tax required by any governmental authority to be withheld and paid over to such governmental authority for the account of the person entitled to such payment.

(f)

Limitation on Rights of Participants; No Trust . No trust has been created by the Employers for the payment of any benefits under this Plan; nor have the Participants been granted any lien on any assets of the Employers to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Employer or former Employer of the Participant, and the Participants and Beneficiaries are merely unsecured creditors of the Participant’s Employer or former Employer.

(g)

Payment to Guardian . If a Sub-Account balance is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Sub-Account to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Sub-Account. Such distribution shall completely discharge the Employers from all liability with respect to such Sub-Account.


(h)	Miscellaneous .


(i)	Headings. Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof.


(ii)	Construction. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa.


(iii)	Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Sub-Accounts hereunder may be accelerated (1) to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of interest

laws or agreements, (2) to the extent necessary to pay the FICA taxes imposed under Code Section 3101, and the income withholding taxes related thereto or (3) 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

(iv)

Delayed Payments due to Solvency Issues. Notwithstanding any provision of the Plan to the contrary, 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 Plan Year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.

(v)

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 Employer 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 Employer reasonably anticipates that making the payment will not cause such violation.


14.	Liability of Employers and Transfers .


(a)	In general . The provisions of this Section shall apply notwithstanding any other provision of the Plan to the contrary.


(b)	Liability for Payment/Transfers of Employment .


(i)	Subject to the provisions of clause (ii) of this Section, the Employers shall each be solely liable for the payment of amounts due hereunder to or on behalf of the Participants who are (or were) its employees.


(ii)	Notwithstanding the foregoing, if the benefits that are payable to or on behalf of a Participant are based on the Participant’s employment with more than one Employer, the following provisions shall apply:

(1)

Upon a transfer of employment, the Participant's Sub-Accounts shall be transferred from the prior Employer to the new Employer and interest 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 14(b)(ii)(2)(C), 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

(2)

Notwithstanding the provisions of clause (1), (A) 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; (B) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant's distribution; (C) 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 13(h)(v)); and (D) 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.


15.	Approval by Stockholders

The Plan was approved by the stockholders of the Parent Company on May 8, 2013.

Appendix 1. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of any of the events listed in I or II, below; provided that such occurrence meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant :

I. i.

ii.

(A) directly from HY that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded HY Business Combination (as defined below);

provided, that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the Outstanding Voting Securities of HY inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of HY, then no Change in Control shall have occurred as a result of such Person’s acquisition; or


ii.	a majority of the Board of Directors of HY ceases to be comprised of Incumbent Directors; or

iii.

III . Definitions. The following terms as used herein shall be defined as follow:

1. “ Incumbent Directors ” means the individuals who, as of December 31, 2013, are Directors of HY and any individual becoming a Director subsequent to such date whose election, nomination for election by HY’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of HY in which such person is named as a nominee for director, without objection to such nomination); provided , however , that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of HY occurs as a result of an actual or threatened election contest (as described in Rule 14a‑12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of HY.

2. “ Permitted Holders ” shall mean, collectively, (i) the parties to the 2012 Stockholders’ Agreement, as amended from time to time, by and among the ““Depository,” the

Participating Stockholders” (both as defined therein) and HY; provided , howeve r, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect of the date of the Change in Control, (ii) any direct or indirect subsidiary of HY and (iii) any employee benefit plan (or related trust) sponsored or maintained by HY or any direct or indirect subsidiary of HY.

3. “ Related Company ” means Hyster-Yale Group, Inc. and its successors (“HYG”), any direct or indirect subsidiary of HYG and any entity that directly or indirectly controls HYG.

Exhibit 10.25

HYSTER-YALE GROUP, INC.
ANNUAL INCENTIVE COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 2016)


1.	Purpose of the Plan

The purpose of the Hyster-Yale Group, Inc. Annual Incentive Compensation Plan (the “Plan”) is to further the profits and growth of Hyster-Yale Group, Inc. (the “Company”) and Hyster-Yale Materials Handling, Inc. (the “Parent Company”) by enabling the Company and its wholly-owned subsidiaries (together with the Company, the “Employers”) to attract and retain employees by offering annual incentive compensation to those employees who will be in a position to help the Company and the Parent Company to meet their financial and business objectives. The Company is the sponsor of this Plan.


2.	Definitions

(a) “Award” means cash paid to a Participant under the Plan for a Performance Period in an amount determined in accordance with Section 5.

(b) “Change in Control” means the occurrence of an event described in Appendix 1 hereto.

(c) “Committee” means the Compensation Committee of the Parent Company's Board of Directors or any other committee appointed by the Parent Company's Board of Directors to administer this Plan in accordance with Section 3, so long as any such committee consists of not less than two directors of the Company and so long as each member of the Committee is (i) an “outside director” for purposes of Section 162(m) and (ii) is not an employee of the Parent Company or any of its subsidiaries.

(d) “Covered Employee” means any Participant who is a “covered employee” for purposes of Section 162(m) or any Participant who the Committee determines in its sole discretion could become a “covered employee.

(e) “Disability” means an approved application for disability benefits under the Company’s long-term disability plan or under any applicable government program.

(f) “Guidelines” means the guidelines that are approved by the Committee for the administration of the Awards granted under the Plan. To the extent that there is any inconsistency between the Guidelines and the Plan, the Guidelines will control.

(g) “Hay Salary Grade” shall mean the salary grade or Salary Points assigned to a Participant by the Employers pursuant to the Hay Salary System, or any successor salary system subsequently adopted by the Employers.

(h) “Participant” means any person who is classified by the Employers as a salaried employee in Hay Salary Grade 24 or above, who in the judgment of the Committee occupies a key position in which his efforts may significantly contribute to the profits or growth of the Company and/or the Parent Company; provided, however, that the Committee may select any employee who is expected to contribute, or who has contributed, significantly to the profitability of the Company and/or the Parent Company to participate in the Plan and receive an Award hereunder; and further provided, however, that following the end of the Performance Period, the Committee may make one or more discretionary Awards

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to employees of the Employers who were not previously designated as Participants. Directors of the Employers who are also employees of the Employers are eligible to participate in the Plan. Notwithstanding the foregoing, (i) the Committee may delegate to the Chief Executive Officer and/or the Chairman of the Company the right to designate Participants in Hay Salary Grades 27 and below who are not Covered Employees or officers and (ii) employees of the Employers may not participate in this Plan and the Company’s marketing incentive compensation plans during the same time period.

(i) “Payment Period” means, with respect to any Performance Period, the period from January 1 to March 15 of the calendar year immediately following the calendar year in which such Performance Period ends.

(j) “Performance Period” means any period of one year (or portion thereof) on which an Award is based, as established by the Committee. Any Performance Period(s) applicable to a Qualified Performance-Based Award shall be established by the Committee not later than 90 days after the commencement of the Performance Period on which such Qualified Performance-Based Award will be based and prior to completion of 25% of such Performance Period.

(k) “Performance Objectives” shall mean the performance objectives established pursuant to the Plan for Participants. Performance Objectives may be described in terms of Parent Company-wide or Company-wide objectives or objectives that are related to the performance of (i) the individual Participant, (ii) any subsidiary, division, business unit, department or function of the Parent Company or (iii) any Subsidiary, division, business unit, department or function of the Company. Performance Objectives may be measured on an absolute or relative basis. Different groups of Participants may be subject to different Performance Objectives for the same Performance Period. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be based on one or more, or a combination, of the following criteria, or the attainment of specified levels of growth or improvement in one or more of the following criteria: return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, net or standard margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), operating profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value, sales value increase over time, economic value income, economic value increase over time, new project development, adjusted standard margin or net sales.

(l) “Qualified Performance-Based Award” shall mean any Award or portion of an Award granted to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m).

(m) “Retire.” For U.S. Participants, “Retire” means a termination of employment that entitles the Participant to immediate commencement of his pension benefits under the Hyster-Yale Group, Inc. Pension Plan for Non-Union Employees or, for U.S. Participants who are not members of such plan, a termination of employment with the Employers after reaching age 60 with at least 15 years of service. For non-U.S. Participants, “Retire” means the earlier of age 60 with at least 15 years of service with the Employers or the termination of a non-U.S. Participant's employment with the Employers that qualifies as

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retirement under local practices and procedures and/or which qualifies the non-U.S. Participant for foreign retirement benefits.

(n) “Salary Points” means the salary points assigned to a Participant by the Committee for the applicable Performance Period pursuant to the Hay salary point system, or any successor salary point system adopted by the Committee.

(o) “Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986, as amended, or any successor provision.

(p) “Subsidiary” shall mean any corporation, partnership or other entity, the majority of the outstanding voting securities of which is owned, directly or indirectly, by the Company

(q) “Target Award” shall mean the designated salary midpoint that corresponds to a Participant’s Salary Points, multiplied by the short-term incentive compensation target percent for those Salary Points for the applicable Performance Period, as determined by the Committee. The Target Award is the Award that would be paid to a Participant under the Plan if each Performance Objective is met exactly at target level. Calculations of Target Awards for a Performance Period shall initially be based on the Participant’s Hay Salary Grade as of January 1 ^st of the first year of the Performance Period. However, such Target Awards shall be changed during or after the Performance Period under the following circumstances: (i) if a Participant receives a change in Salary Points, salary midpoint and/or short-term incentive compensation target percentage during a Performance Period, such change shall be reflected in a pro-rata Target Award, (ii) employees hired into or promoted into a position eligible to participate in the Plan during a Performance Period will be assigned a pro-rated Target Award based on their length of service during the Performance Period and (iii) the Committee may increase or decrease the amount of the Target Award at any time, in its sole and absolute discretion; provided, however, that (X) no such decrease may occur following a Change in Control and (Y) no such increase, adjustment or any other change may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).


3.	Administration

This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines), and to make all other determinations necessary or advisable for the administration of this Plan. Notwithstanding the foregoing, no such action may be taken by the Committee that would cause any Qualified Performance-Based Awards to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)). A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Employers and all present and former Participants, all other employees of the

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Employers, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith.


4.	Eligibility

Each Participant shall be eligible to participate in this Plan and receive Awards in accordance with Section 5; provided, however, that, unless otherwise determined by the Committee or as otherwise provided in Section 6 below, (a) a Participant must be employed by the Employers on the last day of the Performance Period (or die, become Disabled or Retire during such Performance Period) in order to be eligible to receive an Award for such Performance Period and (b) the Award of a Participant who is described in the preceding clause or who is employed on the last day of the Performance Period but is not employed during the entire Performance Period shall be paid in a pro-rated amount based on the number of days the Participant was actually employed by the Employers during such Performance Period. Notwithstanding the foregoing, the Committee shall have the discretion to grant an Award to a Participant who does not meet the foregoing requirements; provided that (i) the Participant has been employed by the Employers for at least 90 days during the Performance Period and (ii) no such action may be taken by the Committee that would cause any Qualified Performance-Based Awards to be includable as applicable employee remuneration of such Participant, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).


5.	Awards

The Committee may, from time to time and upon such conditions as it may determine, authorize the payment of Awards to Participants, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions:

(a) The Committee shall approve (i) a Target Award to be granted to each Participant and (ii) a formula for determining the amount of each Award, which formula is based upon the achievement of Performance Objectives as set forth in the Guidelines; provided, however, that with respect to any Qualified Performance-Based Award, the Committee shall approve the foregoing not later than the ninetieth day of the applicable Performance Period and prior to the completion of 25% of such Performance Period.

(b) Prior to the end of the Payment Period, the Committee shall approve (i) a preliminary calculation of the amount of each Award based upon the application of the formula and actual performance to the Target Awards previously determined in accordance with Section 5(a); and (ii) a final calculation of the amount of each Award to be paid to each Participant for the Performance Period. Such approval shall be certified by the Committee before any amount is paid under any Award with respect to that Performance Period. Notwithstanding the foregoing, the Committee shall have the power to (1) decrease the amount of any Award below the amount determined in accordance with Section 5(b)(i); and/or (2) increase the amount of any Award above the amount determined in accordance with Section 5(b)(i); provided, however, that (A) no such decrease may occur following a Change in Control and (B) no such increase, change or adjustment may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)). No Award, including any Award equal to the Target Award, shall be payable under the Plan to any Participant except as determined by the Committee.

(c) Each Award shall be fully paid during the Payment Period and shall be paid in cash. Awards shall be paid subject to all withholdings and deductions pursuant to Section 7. Notwithstanding

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any other provision of the Plan, the maximum amount paid to a Participant in a single calendar year as a result of Awards under this Plan shall not exceed $8,000,000 or such lesser amount specified in the Guidelines.

(d) At such time as the Committee approves a Target Award and formula for determining the amount of each Award, the Committee shall designate whether all or any portion of the Award is a Qualified Performance-Based Award.


6.	Change in Control


(a)	The following provisions shall apply notwithstanding any other provision of the Plan to the contrary.

(b)

Amount of Award for Year of Change In Control. In the event of a Change in Control during a Performance Period, the amount of the Award payable to a Participant who is employed by the Employers on the date of the Change in Control (or who died, become Disabled or Retired during such Performance Period and prior to the Change in Control) for such Performance Period shall be equal to the Participant’s Target Award for such Performance Period, multiplied by a fraction, the numerator of which is the number of days during the Performance Period during which the Participant was employed by the Employers prior to the Change in Control and the denominator of which is the number of days in the Performance Period.

(c)

Time of Payment . In the event of a Change in Control, the payment date of all outstanding Awards (including, without limitation, the pro-rata Target Award for the Performance Period during which the Change in Control occurred) shall be the date that is between two days prior to, or within 30 days after, the date of the Change in Control, as determined by the Committee in its sole and absolute discretion.


7.	Withholding Taxes

Any Award paid to a Participant under this Plan, shall be subject to all applicable federal, state and local income tax, social security and other standard withholdings and deductions.


8.	Amendment and Termination

The Committee may alter or amend this Plan (including the Guidelines) from time to time or terminate it in its entirety; provided, however, that no such increase, change or adjustment may be made that would cause a Qualified Performance-Based Award to be includable as “applicable employee remuneration” of a Covered Employee, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).


9.	Approval by Stockholders

The Plan was approved by the stockholders of the Parent Company on May 8, 2013.


10.	General Provisions

(a) No Right of Employment . Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any

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right to continue in the employ of the Employers, or shall in any way affect the right and power of the Employers to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Employers might have done if this Plan had not been adopted.

(b) Governing Law . The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

(c) Miscellaneous . Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa.

(d) American Jobs Creation Act . It is intended that this Plan be exempt from the requirements of Section 409A of the Internal Revenue Code, as enacted by the American Jobs Creation Act, and the Plan shall be interpreted and administered in a manner to give effect to such intent.

(e) Limitation on Rights of Participants; No trust . No trust has been created by the Employers for the payment of Awards granted under this Plan; nor have the Participants been granted any lien on any assets of the Employers to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Participant’s Employers, and the Participants hereunder are unsecured creditors of their Employer.

(f) Payment to Guardian . If an Award is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Award to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Award. Such distribution shall completely discharge the Company from all liability with respect to such Award.

(g) Offset of Awards . Notwithstanding anything in the Plan to the contrary, if, prior to the payment of any Award, it is determined and verified that any amount of money is owed by the Participant to the Parent Company or any Employer, the Award otherwise payable to the Participant may be reduced in satisfaction of the Participant’s debt to the Parent Company or any Employer. Such amount(s) owed by the Participant to the Parent Company or any Employer may include, but is not limited to, the unused balance of any cash advances previously obtained by the Participant, or any outstanding credit card debt incurred by the Participant.


11.	Liability of Employers and Transfers .

(a) In general . The provisions of this Section shall apply notwithstanding any other provision of the Plan to the contrary.

(b) Liability for Payment/Transfers of Employmen t.


(i)	Subject to the provisions of clause (ii) of this Section, the Employers shall each be solely liable for the payment of amounts due hereunder to or on behalf of the Participants who are (or were) its employees.

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(ii)	Notwithstanding the foregoing, if the benefits that are payable to or on behalf of a Participant are based on the Participant’s employment with more than one Employer, the following provisions shall apply:


(1)	Upon a transfer of employment, the Participant's Award shall be transferred from the prior Employer to the new Employer. Subject to Section 11(b)(ii)(2)(C), the last Employer of the Participant shall be responsible for processing the payment of the entire amount of the Participant’s Award hereunder; and

(2)

Notwithstanding the provisions of clause (i), (A) each Employer shall be solely liable for the payment of the portion of the Participant's Award that was earned by the Participant while he was employed by that Employer; (B) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant's distribution; (C) 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; and (D) 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.


12.	Effective Date

This amended and restated Plan shall be effective January 1, 2016.

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Appendix 1. Change in Control.

I. i.

ii.

(A) directly from HY that is approved by a majority of the Incumbent Directors (as defined below); or

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(B) by any Person pursuant to an Excluded HY Business Combination (as defined below);

provided, that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the Outstanding Voting Securities of HY inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of HY, then no Change in Control shall have occurred as a result of such Person’s acquisition; or


ii.	a majority of the Board of Directors of HY ceases to be comprised of Incumbent Directors; or

iii.

III . Definitions. The following terms as used herein shall be defined as follow:

1. “ Incumbent Directors ” means the individuals who, as of December 31, 2012, are Directors of HY and any individual becoming a Director subsequent to such date whose election, nomination for election by HY’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of HY in which such person is named as a nominee for director, without objection to such nomination); provided , however , that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of HY occurs as a result of an actual or threatened election contest (as described in Rule 14a‑12(c) of the Exchange Act) with respect to the election or removal of

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directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of HY.

2. “ Permitted Holders ” shall mean, collectively, (i) the parties to the 2012 Stockholders’ Agreement, as amended from time to time, by and among the “Depository,” the “Participating Stockholders” (both as defined therein) and HY; provided , howeve r, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect of the date of the Change in Control, (ii) any direct or indirect subsidiary of HY and (iii) any employee benefit plan (or related trust) sponsored or maintained by HY or any direct or indirect subsidiary of HY.

3. “ Related Company ” means Hyster-Yale Group, Inc. and its successors (“HYG”), any direct or indirect subsidiary of HYG and any entity that directly or indirectly controls HYG.

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Exhibit 21

SUBSIDIARIES OF HYSTER-YALE MATERIALS HANDLING, INC.

The following is a list of active subsidiaries as of the date of the filing with the Securities and Exchange Commission of the Annual Report on Form 10‑K to which this is an Exhibit. Except as noted, all of these subsidiaries are wholly owned, directly or indirectly.



Name	Incorporation

Auramo OY	Finland
Auramo ZA	South Africa (40%)
Bolzoni Auramo AB	Sweden
Bolzoni Auramo B.V.	Holland (51%)
Bolzoni Auramo Canada Ltd.	Canada
Bolzoni Auramo Inc.	South Carolina
Bolzoni Auramo Polska SP Zoo	Poland (60%)
Bolzoni Auramo Pty Ltd.	Australia
Bolzoni Auramo (Shanghai) Forklift Truck Attachment Co. Ltd.	China (60%)
Bolzoni Auramo SL Sociedad Unipersonal	Spain
Bolzoni Auramo (Wuxi) Forklift Truck Attachment Co. Ltd.	China
Bolzoni Capital Holding B.V.	Netherlands
Bolzoni Capital UK, Limited	United Kingdom
Bolzoni Italia Srl	Italy
Bolzoni (Hebei) Forks	China
Bolzoni Holding LLC	Delaware
Bolzoni Holding Hong Kong	Hong Kong (PRC)(80%)
Bolzoni Holding SpA	Italy
Bolzoni Ltd.	United Kingdom
Bolzoni Portugal Lda.	Portugal (31%)
Bolzoni Sarl	France
Bolzoni SpA	Italy
Eurolift Pty Ltd.	Australia
Hiroshima Yale Co., Ltd.	Japan (20%)
HYG Financial Services, Inc.	Delaware (20%)
HYG Telematics Solutions Limited	United Kingdom
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 Brasil Empilhadeiras Ltda.	Brazil
Hyster-Yale Canada ULC	Canada
Hyster-Yale Deutschland GmbH	Germany
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 Lift Trucks India Private Limited	India
Hyster-Yale Mauritius	Mauritius
Hyster-Yale Mexico S.A. de C.V.	Mexico
Hyster-Yale Nederland B.V.	Netherlands
Hyster-Yale UK Limited	United Kingdom
Hyster-Yale UK Pension Co. Limited	United Kingdom
Meyer GmbH	Germany
LLC Hans H. Meyer OOO	Russia (80%)
NMHG Distribution Pty. Limited	Australia



Name	Incorporation

Nuvera Fuel Cells, LLC.	Delaware
Onoda Industry Co. Ltd.	Japan (20%)
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 Forklift Co., Ltd.	Japan (50%)
Sumitomo NACCO Forklift Sales Co., Ltd.	Japan (50%)
Sumitomo NACCO Forklift 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

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:


(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;

of our reports dated February 28, 2017 , with respect to the consolidated financial statements and schedule of Hyster-Yale Materials Handling, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Hyster-Yale Materials Handling, Inc. and Subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2016 .



			/s/ Ernst & Young LLP
Cleveland, Ohio
February 28, 2017

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Suzanne S. Taylor, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2016 , and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



/s/ J.C. Butler, Jr.		February 8, 2017
John C. Butler, Jr.		Date

Exhibit 24.2

POWER OF ATTORNEY



/s/ Carolyn Corvi		February 8, 2017
Carolyn Corvi		Date

Exhibit 24.3

POWER OF ATTORNEY



/s/ John P. Jumper		February 8, 2017
John P. Jumper		Date

Exhibit 24.4

POWER OF ATTORNEY



/s/ Dennis W. LaBarre		February 8, 2017
Dennis W. LaBarre		Date

Exhibit 24.5

POWER OF ATTORNEY



/s/ F. Joseph Loughrey		February 8, 2017
F. Joseph Loughrey		Date

Exhibit 24.6

POWER OF ATTORNEY



/s/ Claiborne R. Rankin		February 8, 2017
Claiborne R. Rankin		Date

Exhibit 24.7

POWER OF ATTORNEY



/s/ John M. Stropki		February 8, 2017
John M. Stropki		Date

Exhibit 24.8

POWER OF ATTORNEY



/s/ Britton T. Taplin		February 8, 2017
Britton T. Taplin		Date

Exhibit 24.9

POWER OF ATTORNEY



/s/ Eugene Wong		February 8, 2017
Eugene Wong		Date

Exhibit 31(i)(1)

Certifications

I, Alfred M. Rankin, Jr., certify that:


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 28, 2017	/s/ Alfred M. Rankin, Jr.
		Alfred M. Rankin, Jr.
		Chairman, President and Chief Executive Officer (principal executive officer)

Exhibit 31(i)(2)

Certifications

I, Kenneth C. Schilling, certify that:


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 28, 2017	/s/ Kenneth C. Schilling
		Kenneth C. Schilling
		Senior Vice President and Chief Financial Officer (principal financial and accounting officer)

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hyster-Yale Materials Handling, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:


(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 28, 2017	/s/ Alfred M. Rankin, Jr.
		Alfred M. Rankin, Jr.
		Chairman, President and Chief Executive Officer (principal executive officer)



Date:	February 28, 2017	/s/ Kenneth C. Schilling
		Kenneth C. Schilling
		Senior Vice President and Chief Financial Officer (principal financial and accounting officer)