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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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31-1637659
(I.R.S. Employer Identification No.)
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5875 Landerbrook Drive, Suite 300, Cleveland, Ohio
(Address of principal executive offices)
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44124-4069
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, Par Value $0.01 Per Share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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December 31, 2016
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September 30, 2016
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December 31, 2015
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||||||
Units (in thousands)
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29.6
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30.6
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26.9
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|||
Backlog, approximate sales value (in millions)
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$
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710
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$
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730
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$
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660
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•
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potential political, economic and social instability in the non-U.S. countries in which the Company operates;
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•
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currency risks, including those risks set forth 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”;
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•
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imposition of or increases in currency exchange controls;
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•
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potential inflation in the applicable non-U.S. economies;
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•
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imposition of or increases in import duties and other tariffs on products;
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•
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imposition of or increases in non-U.S. taxation of earnings and withholding on payments received;
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•
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regulatory changes affecting non-U.S. operations; and
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•
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stringent labor regulations.
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Segment
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Facility Location
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Owned/Leased
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Function(s)
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Lift Truck
|
|
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Americas
|
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Barueri, Brazil
|
|
Leased
|
|
Marketing, sales and administrative center for Brazil
|
|
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Berea, Kentucky
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Owned
|
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Assembly of lift trucks and manufacture of component parts
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|
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Charlotte, North Carolina
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Leased
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Customer experience and training center
|
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Cleveland, Ohio
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Leased
|
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Global headquarters
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Danville, Illinois
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Owned
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Americas parts distribution center
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Fairview, Oregon
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Owned
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Global executive administrative center; counterbalanced development center for design and testing of lift trucks, prototype equipment and component parts
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Greenville,
North Carolina
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Owned
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Divisional headquarters and marketing and sales operations for Hyster
®
and Yale
®
in Americas; Americas warehouse development center; assembly of lift trucks and manufacture of component parts
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Itu, Brazil
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Owned
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Assembly of lift trucks and parts distribution center
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Ramos Arizpe,
Mexico
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Owned
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Manufacture of component parts for lift trucks
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|
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Sulligent, Alabama
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Owned
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Manufacture of component parts for lift trucks
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EMEA
|
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Craigavon,
Northern Ireland
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Owned
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Manufacture of lift trucks and cylinders; frame and mast fabrication for EMEA
|
|
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Frimley, Surrey, United Kingdom
|
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Leased
|
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Divisional headquarters and marketing and sales operations for Hyster
®
and Yale
®
in EMEA
|
|
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Irvine, Scotland
|
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Leased
|
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European administrative center
|
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Masate, Italy
|
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Leased
|
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Assembly of lift trucks; European warehouse development center
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Nijmegen,
The Netherlands
|
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Owned
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Big trucks development center; manufacture and assembly of big trucks and component parts; European parts distribution center
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JAPIC
|
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Shanghai, China
|
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Owned(1)
|
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Assembly of lift trucks by Shanghai Hyster joint venture, sale of parts and marketing operations of China
|
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Sydney, Australia
|
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Leased
|
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Divisional headquarters and sales and marketing for JAPIC; JAPIC parts distribution center
|
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Pune, India
|
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Leased
|
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Engineering design services
|
Bolzoni
|
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Helsinki, Finland
|
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Leased
|
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Manufacture and distribution of Bolzoni products
|
|
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Heibei, China
|
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Owned
|
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Manufacture and distribution of Bolzoni products
|
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Homewood, Illinois
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Owned
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Manufacture and distribution of Bolzoni products
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Piacenza, Italy
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Owned
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Bolzoni headquarters; manufacture and distribution of Bolzoni products
|
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Prato, Italy
|
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Owned
|
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Manufacture and distribution of Bolzoni products
|
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Salzgitter, Germany
|
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Owned
|
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Manufacture and distribution of Bolzoni products
|
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Wuxi, China
|
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Owned
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Manufacture and distribution of Bolzoni products
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Nuvera
|
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Billerica, Massachusetts
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Leased
|
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Nuvera research and development laboratory
|
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San Donato, Italy
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Leased
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Nuvera integration and testing
|
(1)
|
This facility is owned by Shanghai Hyster Forklift Ltd., the Company’s Chinese joint venture company.
|
Name
|
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Age
|
|
Current Position
|
|
Other Positions
|
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Alfred M. Rankin, Jr.
|
|
75
|
|
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Chairman, President and Chief Executive Officer of Hyster-Yale (from September 2012), Chairman of HYG (from prior to 2012).
|
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Colin Wilson
|
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62
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President and Chief Executive Officer, HYG of Hyster-Yale (from September 2014), President and Chief Executive Officer of HYG (from September 2014).
|
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President and Chief Operating Officer of HYG (from November 2013 to September 2014), President, Americas of HYG (from prior to 2012 to September 2014), Vice President and Chief Operating Officer of HYG (from prior to 2012 to November 2013).
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Gregory J. Breier
|
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51
|
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Vice President, Tax of Hyster-Yale (from May 2014), Vice President, Tax of HYG (from January 2012).
|
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Senior Director of Tax of Hyster-Yale (from January 2012 to May 2012), Director of Tax and Financial Analysis of NACCO Industries, Inc. (the Company's former parent company) (From prior to 2012 to September 2012).
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Brian K. Frentzko
|
|
56
|
|
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Vice President, Treasurer of Hyster-Yale (from September 2012), Vice President, Treasurer of HYG (from September 2012).
|
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Assistant Treasurer of HYG (from prior to 2012 to September 2012).
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Amy E. Gerbick
|
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45
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|
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Associate General Counsel, Director of Corporate Compliance and Assistant Secretary of Hyster-Yale (from May 2014), Associate General Counsel, Director of Corporate Compliance and Assistant Secretary of HYG (from May 2014).
|
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Associate, Jones Day (a law firm) (from prior to 2012 to May 2014).
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Jennifer M. Langer
|
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43
|
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Vice President, Controller of Hyster-Yale (from February 2013), Vice President, Controller of HYG (from February 2013).
|
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Controller of Hyster-Yale (from September 2012 to February 2013), Controller of HYG (from January 2012 to February 2013), Director of Financial Reporting, Planning and Analysis of NACCO Industries, Inc. (the Company's former parent company) (from prior to 2012 to September 2012).
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Lauren E. Miller
|
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62
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Senior Vice President, Chief Marketing Officer of Hyster-Yale (from January 2015), Senior Vice President, Chief Marketing Officer of HYG (from January 2015).
|
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Senior Vice President, Marketing and Consulting of Hyster-Yale (from February 2013 to January 2015), Senior Vice President, Marketing and Consulting of HYG (from prior to 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
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|
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Senior Vice President, President, Americas of HYG (from January 2015)
|
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President, Sales and Marketing, Americas of HYG (from March 2013 to January 2015), President, Sales and Marketing, The Raymond Corporation (an electrical materials handling company) (from prior to 2012 to March 2013).
|
Rajiv K. Prasad
|
|
53
|
|
|
Senior Vice President, Global Product Development, Manufacturing and Supply Chain Strategy of HYG (from September 2014).
|
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Vice President, Global Product Development and Manufacturing of HYG (from January 2012 to September 2014), Vice President, Global Product Development of 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).
|
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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).
|
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).
|
|
|
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
|
|
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.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Assumption
|
|
Change
|
|
Increase (decrease)
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
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
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
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
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
|
|
|
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
|
|
|
|
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
|
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Revenues
|
||
2014
|
$
|
2,767.2
|
|
Increase (decrease) in 2015 from:
|
|
||
Foreign currency
|
(159.9
|
)
|
|
Unit volume and product mix
|
(53.2
|
)
|
|
Other
|
11.9
|
|
|
Parts
|
6.7
|
|
|
Unit price
|
5.4
|
|
|
2015
|
$
|
2,578.1
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2014
|
$
|
148.8
|
|
Gain on sale of assets
|
(17.7
|
)
|
|
Nuvera acquisition
|
3.1
|
|
|
|
134.2
|
|
|
Increase (decrease) in 2015 from:
|
|
||
Nuvera operations
|
(24.6
|
)
|
|
Lift truck gross profit
|
(15.1
|
)
|
|
Lift truck selling, general and administrative expenses
|
9.0
|
|
|
2015
|
$
|
103.5
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
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
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
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
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
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
|
)
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
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
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
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
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Plan Category
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
|
||
Class A Shares:
|
|
(a)
|
|
(b)
|
|
(c)
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
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
|
|
—
|
|
|
Hyster-Yale Materials Handling, Inc.
|
|
||
|
By:
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
/s/ Alfred M. Rankin, Jr.
|
|
Chairman, President and Chief Executive Officer (principal executive officer), Director
|
February 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
|
|
|
|
/s/ Kenneth C. Schilling
|
|
February 28, 2017
|
Kenneth C. Schilling, Attorney-in-Fact
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 28, 2017
|
|
|
|
|
|||
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 28, 2017
|
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
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)
|
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.
|
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.
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
|
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
|
|
|
|
|
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
|
|
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
|
)
|
|
|
|
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
|
|
|
|
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
|
|
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
|
)
|
|
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%
|
|
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
|
|
|
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
|
|
|
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
|
|
|
|
Amount
|
|
Net of tax
|
||||
Actuarial loss
|
|
$
|
4.1
|
|
|
$
|
2.7
|
|
Prior service credit
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
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
|
|
|
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%
|
|
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%
|
|
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
|
|
|
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
|
|
|
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
|
|
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
|
|
Intangible assets subject to amortization
|
|
Weighted-Average Useful Lives (Years)
|
Customer relationships
|
|
11
|
Engineering drawings
|
|
10
|
Non-compete agreement
|
|
3
|
Patents
|
|
8
|
Trademarks
|
|
20
|
|
|
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
|
|
|
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
|
%
|
2017
|
$
|
121.5
|
|
2018
|
50.0
|
|
|
2019
|
9.0
|
|
|
2020
|
3.8
|
|
|
2021
|
0.2
|
|
|
|
$
|
184.5
|
|
|
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
|
|
|
|
|
December 31
|
||||||
|
2016
|
|
2015
|
||||
Plant and equipment
|
$
|
37.5
|
|
|
$
|
30.6
|
|
Less accumulated amortization
|
(8.1
|
)
|
|
(7.4
|
)
|
||
|
$
|
29.4
|
|
|
$
|
23.2
|
|
|
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
|
|
|
|
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
|
|
|
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
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
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.
|
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.
|
3.1(i)
|
|
Second Amended and Restated Certificate of Incorporation of Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 3.1 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.
|
3.1(ii)
|
|
Amended and Restated By-laws of Hyster-Yale Materials Handling, Inc. are incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, dated February 17, 2015, Commission File No. 000-54799.
|
4.1
|
|
Specimen of Hyster-Yale Materials Handling, Inc. Class A Common Stock certificate is incorporated by reference to Exhibit 4.1 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.
|
4.2
|
|
Specimen of Hyster-Yale Materials Handling, Inc. Class B Common Stock certificate is incorporated by reference to Exhibit 4.2 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.
|
10.1
|
|
Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.
|
10.2
|
|
Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.
|
10.3
|
|
Amendment No. 1, effective April 1, 2013, to the Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, Commission File Number 000-54799.
|
10.4
|
|
Amendment No. 2, effective July 1, 2013, to the Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.
|
10.5
|
|
Tax Allocation Agreement, dated September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.
|
10.6
|
|
Stockholders' Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale Materials Handling, Inc. and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.
|
10.7
|
|
First Amendment to Stockholders' Agreement, dated as of December 31, 2012, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
|
10.8
|
|
Second Amendment to Stockholders' Agreement, dated as of January 18, 2013, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
|
10.9
|
|
Third Amendment to Stockholders' Agreement, dated as of March 27, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on April 29, 2015, Commission File Number 000-54799.
|
10.10
|
|
Fourth Amendment to Stockholders' Agreement, dated as of December 29, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10 filed with Amendment No. 4 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 16, 2016, Commission File Number 005-87003.
|
10.11
|
|
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.
|
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.
|
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.
|
23.1
|
|
Consent of Ernst & Young LLP.
|
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.
|
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.
|
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
|
(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.
|
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
|
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.
|
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
|
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.
|
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.
|
Section 5.1.
|
Earnings.
|
Section 5.2.
|
Uplift on Plan Payments.
|
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%.
|
Section 6.1.
|
Vesting
. The Participant shall always be 100% vested in all amounts credited to his Account hereunder.
|
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
|
(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.
|
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.
|
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.
|
(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
|
(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.
|
(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
|
(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.
|
|
|
|
|
|
|
|
HYSTER-YALE GROUP, INC.
|
|
|
|
|
|
|
By:
|
/s/ Suzanne Schulze Taylor
|
|
|
|
Name: Suzanne Schulze Taylor
|
|
|
|
Title: Senior Vice President, General Counsel and Secretary
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
HYSTER-YALE GROUP, INC.
|
|
|
|
|
|
|
By:
|
/s/ Suzanne Schulze Taylor
|
|
|
|
Name: Suzanne Schulze Taylor
|
|
|
|
Title: Senior Vice President, General Counsel and Secretary
|
|
|
|
|
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.
|
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”):
|
1.
|
Effective Date
|
2.
|
Purpose of the Plan
|
3.
|
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:
|
(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
|
(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
|
7.
|
Accounts and Sub-Accounts.
|
8.
|
Granting of Awards/Crediting of Sub-Accounts.
|
(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,
|
(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
|
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
|
(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
|
(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
|
(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
|
(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
|
(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
|
(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
|
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.
|
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”):
|
1.
|
Purpose of the Plan
|
2.
|
Definitions
|
3.
|
Administration
|
4.
|
Eligibility
|
5.
|
Awards
|
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
|
8.
|
Amendment and Termination
|
9.
|
Approval by Stockholders
|
10.
|
General Provisions
|
11.
|
Liability of Employers and Transfers
.
|
(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 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
|
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.
|
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”):
|
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
|
(1)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;
|
(2)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;
|
(3)
|
Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 750,000 shares of Class A common stock;
|
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
|
|
February 28, 2017
|
|
|
|
/s/ J.C. Butler, Jr.
|
|
February 8, 2017
|
|
John C. Butler, Jr.
|
|
Date
|
|
/s/ Carolyn Corvi
|
|
February 8, 2017
|
|
Carolyn Corvi
|
|
Date
|
|
/s/ John P. Jumper
|
|
February 8, 2017
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 8, 2017
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ F. Joseph Loughrey
|
|
February 8, 2017
|
|
F. Joseph Loughrey
|
|
Date
|
|
/s/ Claiborne R. Rankin
|
|
February 8, 2017
|
|
Claiborne R. Rankin
|
|
Date
|
|
/s/ John M. Stropki
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February 8, 2017
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John M. Stropki
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Date
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/s/ Britton T. Taplin
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February 8, 2017
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Britton T. Taplin
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Date
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/s/ Eugene Wong
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February 8, 2017
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Eugene Wong
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Date
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1.
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I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 28, 2017
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/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr.
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Chairman, President and Chief Executive Officer (principal executive officer)
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1.
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I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 28, 2017
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/s/ Kenneth C. Schilling
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Kenneth C. Schilling
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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Date:
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February 28, 2017
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/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr.
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Chairman, President and Chief Executive Officer (principal executive officer)
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Date:
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February 28, 2017
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/s/ Kenneth C. Schilling
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Kenneth C. Schilling
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
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