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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, 2018
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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 $0.01 Per Share
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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(Do not check if a smaller reporting company)
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PAGE
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December 31, 2018
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September 30, 2018
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December 31, 2017
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||||||
Units (in thousands)
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43.9
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42.3
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33.8
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Backlog, approximate sales value (in millions)
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$
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1,190
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$
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1,090
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$
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860
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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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Berea, Kentucky
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Owned
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Assembly of lift trucks and manufacture of component parts
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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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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 the 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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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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Fuyang, China
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Owned
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Manufacture and assembly of lift trucks
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Pune, India
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Leased
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Engineering design services
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Shanghai, China
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Owned
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Assembly of lift trucks, 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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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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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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Name
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Age
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Current Position
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Other Positions
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Alfred M. Rankin, Jr.
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77
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Chairman, President and Chief Executive Officer of Hyster-Yale (from prior to 2014), Chairman of HYG (from prior to 2014).
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Colin Wilson
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64
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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 prior to 2014), President, Americas of HYG (from prior to 2014 to September 2014).
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Gregory J. Breier
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53
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Vice President, Tax of Hyster-Yale (from May 2014), Vice President, Tax of HYG (from prior to 2014).
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Brian K. Frentzko
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58
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Vice President, Treasurer of Hyster-Yale (from prior to 2014), Vice President, Treasurer of HYG (from prior to 2014).
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Jennifer M. Langer
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45
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Vice President, Controller of Hyster-Yale (from prior to 2014), Vice President, Controller of HYG (from prior to 2014).
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David M. LeBlanc
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54
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Vice President, Strategy, Planning and Business Development of HYG (from August 2018).
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Group President, International Engineered Support Structures, Valmont Industries, Inc. (an industrial company) (from April 2015 to February 2018), President, Chemical Analysis Division, Thermo Fisher Scientific Inc. (a medical company) (from prior to 2014 to October 2014).
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Lauren E. Miller
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64
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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 prior to 2014 to January 2015), Senior Vice President, Marketing and Consulting of HYG (from prior to 2014 to January 2015).
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Charles F. Pascarelli
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59
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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 prior to 2014 to January 2015).
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Rajiv K. Prasad
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55
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Chief Product and Operations Officer of HYG (from February 2018).
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Senior Vice President, Global Product Development, Manufacturing and Supply Chain Strategy of HYG (from September 2014 to February 2018). Vice President, Global Product Development and Manufacturing of HYG (from prior to 2014 to September 2014).
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Anthony J. Salgado
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48
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Senior Vice President, JAPIC of HYG (from January 2016).
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Vice President, Corporate Officer, UniCarriers Corporation (an industrial company) (from April 2014 to January 2016), President, UniCarriers Americas Corporation (from prior to 2014 to January 2016).
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Harry Sands
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67
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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 2014 to June 2015).
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Kenneth C. Schilling
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59
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Senior Vice President and Chief Financial Officer of Hyster-Yale (from September 2014), Senior Vice President and Chief Financial Officer of HYG (from September 2014).
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Vice President and Chief Financial Officer of Hyster-Yale (from prior to 2014 to September 2014), Vice President and Chief Financial Officer of HYG (from prior to 2014 to September 2014).
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Gopichand Somayajula
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62
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Vice President, Global Product Development of HYG (from prior to 2014)
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Suzanne S. Taylor
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56
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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).
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Vice President, Deputy General Counsel and Assistant Secretary of Hyster-Yale (from prior to 2014 to May 2016), Vice President, Deputy General Counsel and Assistant Secretary of HYG (from prior to 2014 to May 2016).
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Mark H. Trivett
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49
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Vice President Finance, Europe, Middle East and Africa of HYG (from prior to 2014).
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Raymond C. Ulmer
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55
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Vice President Finance, Americas of HYG (from prior to 2014).
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Year Ended December 31
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||||||||||||||||||
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2018
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2017
(1)
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2016
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2015
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2014
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||||||||||
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(In millions, except per share and employee data)
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||||||||||||||||||
Operating Statement Data:
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Revenues
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$
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3,174.4
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$
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2,885.2
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$
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2,569.7
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$
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2,578.1
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$
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2,767.2
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Operating profit
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$
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38.8
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$
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74.1
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$
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32.9
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$
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103.5
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$
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148.8
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Net income
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$
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34.3
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$
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48.9
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$
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42.3
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$
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75.1
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$
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110.2
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Net (income) loss attributable to noncontrolling interest
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0.4
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(0.3
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)
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0.5
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(0.4
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)
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(0.4
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)
|
|||||
Net income attributable to stockholders
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$
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34.7
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$
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48.6
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$
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42.8
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$
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74.7
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$
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109.8
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Basic earnings per share attributable to stockholders
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$
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2.10
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$
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2.95
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$
|
2.61
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$
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4.58
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$
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6.61
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Diluted earnings per share attributable to stockholders
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$
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2.09
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$
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2.94
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$
|
2.61
|
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$
|
4.57
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$
|
6.58
|
|
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Total assets
|
$
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1,742.1
|
|
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$
|
1,647.9
|
|
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$
|
1,287.1
|
|
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$
|
1,095.9
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|
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$
|
1,120.8
|
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Long-term debt
|
$
|
210.1
|
|
|
$
|
216.2
|
|
|
$
|
82.2
|
|
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$
|
19.6
|
|
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$
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12.0
|
|
Stockholders' equity
|
$
|
527.4
|
|
|
$
|
565.5
|
|
|
$
|
463.8
|
|
|
$
|
460.8
|
|
|
$
|
454.5
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provided by (used for) operating activities
|
$
|
67.6
|
|
|
$
|
164.7
|
|
|
$
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(48.9
|
)
|
|
$
|
89.4
|
|
|
$
|
100.0
|
|
Used for investing activities
|
$
|
(110.9
|
)
|
|
$
|
(47.3
|
)
|
|
$
|
(145.1
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
(44.4
|
)
|
Provided by (used for) financing activities
|
$
|
(87.6
|
)
|
|
$
|
53.1
|
|
|
$
|
77.9
|
|
|
$
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(7.1
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)
|
|
$
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(110.5
|
)
|
Other Data:
|
|
|
|
|
|
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|
|||||
Per share data:
|
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|
|
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|
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|
|
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|
|||||
Cash dividends
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$
|
1.2325
|
|
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$
|
1.2025
|
|
|
$
|
1.1700
|
|
|
$
|
1.1300
|
|
|
$
|
1.0750
|
|
Market value at December 31
|
$
|
61.96
|
|
|
$
|
85.16
|
|
|
$
|
63.77
|
|
|
$
|
52.45
|
|
|
$
|
73.20
|
|
Stockholders' equity at December 31
|
$
|
31.85
|
|
|
$
|
34.35
|
|
|
$
|
28.30
|
|
|
$
|
28.23
|
|
|
$
|
27.98
|
|
Actual shares outstanding at December 31
|
16.561
|
|
|
16.462
|
|
|
16.391
|
|
|
16.324
|
|
|
16.241
|
|
|||||
Basic weighted average shares outstanding
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16.540
|
|
|
16.447
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|
|
16.376
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|
|
16.307
|
|
|
16.607
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|||||
Diluted weighted average shares outstanding
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16.602
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|
|
16.514
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|
|
16.427
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|
|
16.355
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|
|
16.675
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|||||
Total employees at December 31
(2)
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7,700
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6,800
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|
6,500
|
|
|
5,400
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|
|
5,400
|
|
(1)
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During 2017, the Company recognized $19.8 million of equity income from HYGFS and $38.2 million of income tax expense as a result of the Tax Cuts and Jobs Act (the “Tax Reform Act”), which was signed into law on December 22, 2017. Further information on the impacts of the Tax Reform Act is discussed in Note 7 to the consolidated financial statements.
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(2)
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Excludes temporary employees.
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Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Assumption
|
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Change
|
|
Increase (decrease)
2019 net pension expense
|
|
Increase (decrease)
2018 projected benefit obligation
|
Discount rate
|
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1% increase
|
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$(0.2)
|
|
$(27.1)
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|
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1% decrease
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—
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31.4
|
Return on plan assets
|
|
1% increase
|
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(2.1)
|
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N/A
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|
1% decrease
|
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2.1
|
|
N/A
|
Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
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Revenues
|
|
Gross Profit
|
|
Operating Profit
|
|
Net Income Attributable to Stockholders
|
||||||||
2017
|
|
$
|
2,885.2
|
|
|
$
|
502.6
|
|
|
$
|
74.1
|
|
|
$
|
48.6
|
|
Increase (decrease) in 2018
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
153.4
|
|
|
(20.3
|
)
|
|
(34.2
|
)
|
|
(14.9
|
)
|
||||
EMEA
|
|
53.0
|
|
|
7.1
|
|
|
(0.2
|
)
|
|
1.0
|
|
||||
JAPIC
|
|
68.2
|
|
|
1.9
|
|
|
(8.4
|
)
|
|
(1.2
|
)
|
||||
Lift truck business
|
|
274.6
|
|
|
(11.3
|
)
|
|
(42.8
|
)
|
|
(15.1
|
)
|
||||
Bolzoni
|
|
23.7
|
|
|
8.9
|
|
|
3.1
|
|
|
1.9
|
|
||||
Nuvera
|
|
8.6
|
|
|
(3.8
|
)
|
|
3.7
|
|
|
(1.2
|
)
|
||||
Eliminations
|
|
(17.7
|
)
|
|
0.7
|
|
|
0.7
|
|
|
0.5
|
|
||||
2018
|
|
$
|
3,174.4
|
|
|
$
|
497.1
|
|
|
$
|
38.8
|
|
|
$
|
34.7
|
|
|
|
|
|
|
|
|
Favorable / (Unfavorable) % Change
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||
Lift truck unit shipments (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
61.1
|
|
|
58.4
|
|
|
54.4
|
|
|
4.6
|
%
|
|
7.4
|
%
|
|||
EMEA
|
30.0
|
|
|
28.9
|
|
|
24.6
|
|
|
3.8
|
%
|
|
17.5
|
%
|
|||
JAPIC
(1)
|
10.8
|
|
|
6.1
|
|
|
5.8
|
|
|
77.0
|
%
|
|
5.2
|
%
|
|||
|
101.9
|
|
|
93.4
|
|
|
84.8
|
|
|
9.1
|
%
|
|
10.1
|
%
|
|||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
1,987.5
|
|
|
$
|
1,834.1
|
|
|
$
|
1,675.7
|
|
|
8.4
|
%
|
|
9.5
|
%
|
EMEA
|
768.8
|
|
|
715.8
|
|
|
615.7
|
|
|
7.4
|
%
|
|
16.3
|
%
|
|||
JAPIC
(1)
|
242.1
|
|
|
173.9
|
|
|
169.5
|
|
|
39.2
|
%
|
|
2.6
|
%
|
|||
Lift truck business
|
2,998.4
|
|
|
2,723.8
|
|
|
2,460.9
|
|
|
10.1
|
%
|
|
10.7
|
%
|
|||
Bolzoni
(2)
|
200.9
|
|
|
177.2
|
|
|
115.6
|
|
|
13.4
|
%
|
|
n.m.
|
|
|||
Nuvera
|
12.3
|
|
|
3.7
|
|
|
2.5
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
Eliminations
|
(37.2
|
)
|
|
(19.5
|
)
|
|
(9.3
|
)
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
3,174.4
|
|
|
$
|
2,885.2
|
|
|
$
|
2,569.7
|
|
|
10.0
|
%
|
|
12.3
|
%
|
Gross profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
314.3
|
|
|
$
|
334.6
|
|
|
$
|
287.9
|
|
|
(6.1
|
)%
|
|
16.2
|
%
|
EMEA
|
102.8
|
|
|
95.7
|
|
|
89.5
|
|
|
7.4
|
%
|
|
6.9
|
%
|
|||
JAPIC
(1)
|
22.1
|
|
|
20.2
|
|
|
17.1
|
|
|
9.4
|
%
|
|
18.1
|
%
|
|||
Lift truck business
|
439.2
|
|
|
450.5
|
|
|
394.5
|
|
|
(2.5
|
)%
|
|
14.2
|
%
|
|||
Bolzoni
(2)
|
63.7
|
|
|
54.8
|
|
|
35.7
|
|
|
16.2
|
%
|
|
53.5
|
%
|
|||
Nuvera
|
(5.9
|
)
|
|
(2.1
|
)
|
|
(2.7
|
)
|
|
181.0
|
%
|
|
(22.2
|
)%
|
|||
Eliminations
|
0.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
497.1
|
|
|
$
|
502.6
|
|
|
$
|
427.5
|
|
|
(1.1
|
)%
|
|
17.6
|
%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
Favorable / (Unfavorable) % Change
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
238.9
|
|
|
$
|
225.0
|
|
|
$
|
214.0
|
|
|
(6.2
|
)%
|
|
(5.1
|
)%
|
EMEA
|
96.2
|
|
|
88.9
|
|
|
84.1
|
|
|
(8.2
|
)%
|
|
(5.7
|
)%
|
|||
JAPIC
(1)
|
36.6
|
|
|
26.3
|
|
|
23.8
|
|
|
(39.2
|
)%
|
|
(10.5
|
)%
|
|||
Lift truck business
|
371.7
|
|
|
340.2
|
|
|
321.9
|
|
|
(9.3
|
)%
|
|
(5.7
|
)%
|
|||
Bolzoni
(2)
|
54.2
|
|
|
48.4
|
|
|
35.8
|
|
|
(12.0
|
)%
|
|
n.m.
|
|
|||
Nuvera
|
32.4
|
|
|
39.9
|
|
|
36.9
|
|
|
18.8
|
%
|
|
(8.1
|
)%
|
|||
|
$
|
458.3
|
|
|
$
|
428.5
|
|
|
$
|
394.6
|
|
|
(7.0
|
)%
|
|
(8.6
|
)%
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
75.4
|
|
|
$
|
109.6
|
|
|
$
|
73.9
|
|
|
(31.2
|
)%
|
|
48.3
|
%
|
EMEA
|
6.6
|
|
|
6.8
|
|
|
5.4
|
|
|
(2.9
|
)%
|
|
25.9
|
%
|
|||
JAPIC
(1)
|
(14.5
|
)
|
|
(6.1
|
)
|
|
(6.7
|
)
|
|
(137.7
|
)%
|
|
9.0
|
%
|
|||
Lift truck business
|
67.5
|
|
|
110.3
|
|
|
72.6
|
|
|
(38.8
|
)%
|
|
51.9
|
%
|
|||
Bolzoni
(2)
|
9.5
|
|
|
6.4
|
|
|
(0.1
|
)
|
|
(48.4
|
)%
|
|
n.m.
|
|
|||
Nuvera
|
(38.3
|
)
|
|
(42.0
|
)
|
|
(39.6
|
)
|
|
8.8
|
%
|
|
(6.1
|
)%
|
|||
Eliminations
|
0.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
38.8
|
|
|
$
|
74.1
|
|
|
$
|
32.9
|
|
|
(47.6
|
)%
|
|
125.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
16.0
|
|
|
$
|
14.6
|
|
|
$
|
6.7
|
|
|
(9.6
|
)%
|
|
(117.9
|
)%
|
Other income
|
$
|
(13.8
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(12.1
|
)
|
|
(59.8
|
)%
|
|
183.5
|
%
|
Income before income taxes
|
$
|
36.6
|
|
|
$
|
93.8
|
|
|
$
|
38.3
|
|
|
(61.0
|
)%
|
|
144.9
|
%
|
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
53.5
|
|
|
$
|
68.4
|
|
|
$
|
59.6
|
|
|
(21.8
|
)%
|
|
14.8
|
%
|
EMEA
|
6.3
|
|
|
5.3
|
|
|
9.4
|
|
|
18.9
|
%
|
|
(43.6
|
)%
|
|||
JAPIC
(1)
|
(3.1
|
)
|
|
(1.9
|
)
|
|
(2.1
|
)
|
|
(63.2
|
)%
|
|
9.5
|
%
|
|||
Lift truck business
|
56.7
|
|
|
71.8
|
|
|
66.9
|
|
|
(21.0
|
)%
|
|
7.3
|
%
|
|||
Bolzoni
(2)
|
5.8
|
|
|
3.9
|
|
|
(0.3
|
)
|
|
(48.7
|
)%
|
|
n.m.
|
|
|||
Nuvera
|
(27.9
|
)
|
|
(26.7
|
)
|
|
(23.8
|
)
|
|
(4.5
|
)%
|
|
(12.2
|
)%
|
|||
Eliminations
|
0.1
|
|
|
(0.4
|
)
|
|
—
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
34.7
|
|
|
$
|
48.6
|
|
|
$
|
42.8
|
|
|
(28.6
|
)%
|
|
13.6
|
%
|
Diluted earnings per share
|
$
|
2.09
|
|
|
$
|
2.94
|
|
|
$
|
2.61
|
|
|
(28.9
|
)%
|
|
12.6
|
%
|
Reported income tax rate
|
6.3
|
%
|
|
47.9
|
%
|
|
n.m.
|
|
|
|
|
|
|||||
(1)
Maximal was acquired on June 1, 2018 and results of operations have been included since the acquisition date.
|
|||||||||||||||||
(2)
Bolzoni was acquired on April 1, 2016 and results of operations have been included since the acquisition date.
|
|||||||||||||||||
n.m. - not meaningful
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
YEAR ENDED
|
|
NINE MONTHS ENDED
|
|
YEAR ENDED
|
|||
|
|
December 31, 2018
|
|
September 30, 2018
|
|
December 31, 2017
|
|||
Unit backlog, beginning of period
|
|
33.8
|
|
|
33.8
|
|
|
30.7
|
|
Unit shipments
|
|
(101.9
|
)
|
|
(74.3
|
)
|
|
(93.4
|
)
|
Unit bookings
|
|
112.0
|
|
|
82.8
|
|
|
96.5
|
|
Unit backlog, end of period
|
|
43.9
|
|
|
42.3
|
|
|
33.8
|
|
|
|
YEAR ENDED
|
|
NINE MONTHS ENDED
|
|
YEAR ENDED
|
||||||
|
|
December 31, 2018
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||
Bookings, approximate sales value
|
|
$
|
2,600
|
|
|
$
|
1,900
|
|
|
$
|
2,260
|
|
Backlog, approximate sales value
|
|
$
|
1,190
|
|
|
$
|
1,090
|
|
|
$
|
860
|
|
|
|
Revenues
|
||
2017
|
|
$
|
2,885.2
|
|
Increase in 2018 from:
|
|
|
||
Unit volume and product mix
|
|
94.6
|
|
|
Maximal revenues
|
|
48.9
|
|
|
Parts
|
|
36.2
|
|
|
Unit price
|
|
35.4
|
|
|
Foreign currency
|
|
29.5
|
|
|
Bolzoni revenues
|
|
23.7
|
|
|
Other
|
|
12.3
|
|
|
Nuvera revenues
|
|
8.6
|
|
|
2018
|
|
$
|
3,174.4
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2017
|
$
|
74.1
|
|
Increase (decrease) in 2018 from:
|
|
||
Lift truck selling, general and administrative expenses
|
(31.5
|
)
|
|
Lift truck gross profit
|
(10.6
|
)
|
|
Nuvera operations
|
3.7
|
|
|
Bolzoni operations
|
3.1
|
|
|
2018
|
$
|
38.8
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Revenues
|
||||
2016
|
|
$
|
2,569.7
|
|
||
Increase (decrease) in 2017 from:
|
|
|
||||
Unit volume and product mix
|
|
206.5
|
|
|||
Bolzoni revenues
|
|
|
||||
First quarter 2017
|
$
|
41.6
|
|
|
||
Increase in comparable periods
|
20.0
|
|
61.6
|
|
||
Parts
|
|
25.7
|
|
|||
Unit price
|
|
23.1
|
|
|||
Foreign currency
|
|
12.4
|
|
|||
Nuvera revenues
|
|
1.2
|
|
|||
Other
|
|
(15.0
|
)
|
|||
2017
|
|
$
|
2,885.2
|
|
|
Operating Profit
|
||
2016
|
$
|
32.9
|
|
Increase (decrease) in 2017 from:
|
|
||
Lift truck gross profit
|
55.4
|
|
|
Bolzoni operations
|
6.5
|
|
|
Nuvera operations
|
(2.4
|
)
|
|
Lift truck selling, general and administrative expenses
|
(18.3
|
)
|
|
2017
|
$
|
74.1
|
|
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
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income taxes
|
|
$
|
36.6
|
|
|
$
|
93.8
|
|
|
$
|
38.3
|
|
Statutory taxes at 21% (35% in 2017 and 2016)
|
|
$
|
7.7
|
|
|
$
|
32.8
|
|
|
$
|
13.4
|
|
Permanent adjustments:
|
|
|
|
|
|
|
||||||
Federal income tax credits
|
|
(2.9
|
)
|
|
(1.6
|
)
|
|
(1.7
|
)
|
|||
Non-U.S. rate differences
|
|
(2.3
|
)
|
|
(7.8
|
)
|
|
(9.0
|
)
|
|||
Equity interest earnings
|
|
(1.7
|
)
|
|
(8.1
|
)
|
|
(2.2
|
)
|
|||
State income taxes
|
|
0.6
|
|
|
1.1
|
|
|
0.1
|
|
|||
Valuation allowance
|
|
3.0
|
|
|
3.4
|
|
|
2.4
|
|
|||
Global intangible low-taxed income
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
1.0
|
|
|
(0.2
|
)
|
|
0.6
|
|
|||
|
|
$
|
(1.1
|
)
|
|
$
|
(13.2
|
)
|
|
$
|
(9.8
|
)
|
Discrete items:
|
|
|
|
|
|
|
||||||
Tax Reform Act
|
|
(4.4
|
)
|
|
38.2
|
|
|
—
|
|
|||
Provision to return adjustments
|
|
(0.6
|
)
|
|
0.6
|
|
|
(1.9
|
)
|
|||
Valuation allowance
|
|
—
|
|
|
(3.3
|
)
|
|
(2.6
|
)
|
|||
Sale of non-U.S. investment
|
|
—
|
|
|
(9.1
|
)
|
|
(1.9
|
)
|
|||
Other
|
|
0.7
|
|
|
(1.1
|
)
|
|
(1.2
|
)
|
|||
|
|
$
|
(4.3
|
)
|
|
$
|
25.3
|
|
|
$
|
(7.6
|
)
|
Income tax provision (benefit)
|
|
$
|
2.3
|
|
|
$
|
44.9
|
|
|
$
|
(4.0
|
)
|
Reported income tax rate
|
|
6.3
|
%
|
|
47.9
|
%
|
|
n.m.
|
|
|||
n.m. - not meaningful
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2018
|
|
2017
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
34.3
|
|
|
$
|
48.9
|
|
|
$
|
(14.6
|
)
|
Depreciation and amortization
|
44.0
|
|
|
42.8
|
|
|
1.2
|
|
|||
Stock-based compensation
|
5.7
|
|
|
8.8
|
|
|
(3.1
|
)
|
|||
Impairment of long-lived assets
|
—
|
|
|
4.9
|
|
|
(4.9
|
)
|
|||
Dividends from unconsolidated affiliates
|
22.2
|
|
|
2.8
|
|
|
19.4
|
|
|||
Other
|
(2.4
|
)
|
|
0.7
|
|
|
(3.1
|
)
|
|||
Working capital changes, excluding the effect of business acquisitions
|
(36.2
|
)
|
|
55.8
|
|
|
(92.0
|
)
|
|||
Net cash provided by operating activities
|
67.6
|
|
|
164.7
|
|
|
(97.1
|
)
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(38.8
|
)
|
|
(41.0
|
)
|
|
2.2
|
|
|||
Proceeds from the sale of property, plant and equipment
|
5.9
|
|
|
1.3
|
|
|
4.6
|
|
|||
Business acquisitions, net of cash acquired
|
(78.0
|
)
|
|
(1.0
|
)
|
|
(77.0
|
)
|
|||
Investments in equity securities
|
—
|
|
|
(5.6
|
)
|
|
5.6
|
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
(1.0
|
)
|
|
1.0
|
|
|||
Net cash used for investing activities
|
(110.9
|
)
|
|
(47.3
|
)
|
|
(63.6
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
(43.3
|
)
|
|
$
|
117.4
|
|
|
$
|
(160.7
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2018
|
|
2017
|
|
Change
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Net addition (reduction) of long-term debt and revolving credit agreements
|
$
|
(65.7
|
)
|
|
$
|
78.0
|
|
|
$
|
(143.7
|
)
|
Cash dividends paid
|
(20.4
|
)
|
|
(19.8
|
)
|
|
(0.6
|
)
|
|||
Financing fees paid
|
(0.6
|
)
|
|
(4.7
|
)
|
|
4.1
|
|
|||
Other
|
(0.9
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Net cash provided by (used for) financing activities
|
$
|
(87.6
|
)
|
|
$
|
53.1
|
|
|
$
|
(140.7
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
Term Loan
|
$
|
185.0
|
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
|
$
|
145.0
|
|
|
$
|
—
|
|
Variable interest payments on Term Loan
|
40.2
|
|
|
10.2
|
|
|
9.5
|
|
|
8.9
|
|
|
8.4
|
|
|
3.2
|
|
|
—
|
|
|||||||
Revolving credit agreements
|
13.3
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Variable interest payments on revolving credit agreements
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other debt
|
89.6
|
|
|
62.3
|
|
|
16.8
|
|
|
4.7
|
|
|
5.6
|
|
|
0.2
|
|
|
—
|
|
|||||||
Variable interest payments on other debt
|
2.7
|
|
|
1.8
|
|
|
0.6
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||||
Capital lease obligations including principal and interest
|
18.2
|
|
|
7.1
|
|
|
6.0
|
|
|
3.4
|
|
|
1.0
|
|
|
0.7
|
|
|
—
|
|
|||||||
Operating leases
|
103.9
|
|
|
22.2
|
|
|
18.1
|
|
|
14.0
|
|
|
11.2
|
|
|
8.2
|
|
|
30.2
|
|
|||||||
Tax Reform Act transition tax liability
|
13.9
|
|
|
—
|
|
|
0.7
|
|
|
1.4
|
|
|
1.4
|
|
|
2.6
|
|
|
7.8
|
|
|||||||
Purchase and other obligations
|
617.9
|
|
|
608.0
|
|
|
1.1
|
|
|
2.0
|
|
|
3.1
|
|
|
—
|
|
|
3.7
|
|
|||||||
Total contractual cash obligations
|
$
|
1,086.0
|
|
|
$
|
736.2
|
|
|
$
|
62.8
|
|
|
$
|
44.6
|
|
|
$
|
40.8
|
|
|
$
|
159.9
|
|
|
$
|
41.7
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Planned 2019
|
|
Actual 2018
|
|
Actual 2017
|
||||||
Lift truck business
|
|
$
|
60.3
|
|
|
$
|
31.8
|
|
|
$
|
35.3
|
|
Bolzoni
|
|
8.3
|
|
|
4.2
|
|
|
4.7
|
|
|||
Nuvera
|
|
10.5
|
|
|
2.8
|
|
|
1.0
|
|
|||
|
|
$
|
79.1
|
|
|
$
|
38.8
|
|
|
$
|
41.0
|
|
|
December 31
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
83.7
|
|
|
$
|
220.1
|
|
|
$
|
(136.4
|
)
|
Other net tangible assets
|
601.3
|
|
|
527.8
|
|
|
73.5
|
|
|||
Intangible assets
|
67.7
|
|
|
56.1
|
|
|
11.6
|
|
|||
Goodwill
|
108.3
|
|
|
59.1
|
|
|
49.2
|
|
|||
Net assets
|
861.0
|
|
|
863.1
|
|
|
(2.1
|
)
|
|||
Total debt
|
(301.5
|
)
|
|
(290.7
|
)
|
|
(10.8
|
)
|
|||
Total equity
|
$
|
559.5
|
|
|
$
|
572.4
|
|
|
$
|
(12.9
|
)
|
Debt to total capitalization
|
35
|
%
|
|
34
|
%
|
|
1
|
%
|
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
|
|
421,785
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
421,785
|
|
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
|
|
—
|
|
2.1
|
|
|
2.2
|
|
4.1
|
|
|
4.2
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11*
|
|
|
10.12*
|
|
|
10.13*
|
|
|
10.14*
|
|
|
10.15*
|
|
|
10.16*
|
|
|
10.17*
|
|
|
10.18*
|
|
|
10.19*
|
|
|
10.20*
|
|
|
10.21*
|
|
|
10.22*
|
|
|
10.23*
|
|
10.24*
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
|
10.30
|
|
|
10.31
|
|
|
10.32
|
|
|
10.33
|
|
|
10.34
|
|
|
10.35
|
|
|
10.36
|
|
|
10.37
|
|
10.38
|
|
|
10.39
|
|
24.1
|
|
|
24.2
|
|
|
24.3
|
|
|
24.4
|
|
|
24.5
|
|
|
24.6
|
|
|
24.7
|
|
|
24.8
|
|
|
24.9
|
|
|
24.10
|
|
|
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 26, 2019
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
/s/ Kenneth C. Schilling
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
February 26, 2019
|
Kenneth C. Schilling
|
|
|
|
|
|
|
|
* James B. Bemowski
|
|
Director
|
February 26, 2019
|
James B. Bemowski
|
|
|
|
|
|
|
|
* J.C. Butler, Jr.
|
|
Director
|
February 26, 2019
|
J.C. Butler, Jr.
|
|
|
|
|
|
|
|
* Carolyn Corvi
|
|
Director
|
February 26, 2019
|
Carolyn Corvi
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
February 26, 2019
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
February 26, 2019
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
* H. Vincent Poor
|
|
Director
|
February 26, 2019
|
H. Vincent Poor
|
|
|
|
|
|
|
|
* Claiborne R. Rankin
|
|
Director
|
February 26, 2019
|
Claiborne R. Rankin
|
|
|
|
|
|
|
|
* John M. Stropki
|
|
Director
|
February 26, 2019
|
John M. Stropki
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
February 26, 2019
|
Britton T. Taplin
|
|
|
|
|
|
|
|
* Eugene Wong
|
|
Director
|
February 26, 2019
|
Eugene Wong
|
|
|
|
/s/ Kenneth C. Schilling
|
|
February 26, 2019
|
Kenneth C. Schilling, Attorney-in-Fact
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
We have served as the Company’s auditor since 2002.
|
|
|
|
|
|
|
|
Cleveland, Ohio
|
|
|
|
February 26, 2019
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
|
|
|
Cleveland, Ohio
|
|
|
|
February 26, 2019
|
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues
|
$
|
3,174.4
|
|
|
$
|
2,885.2
|
|
|
$
|
2,569.7
|
|
Cost of sales
|
2,677.3
|
|
|
2,382.6
|
|
|
2,142.2
|
|
|||
Gross Profit
|
497.1
|
|
|
502.6
|
|
|
427.5
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
458.3
|
|
|
428.5
|
|
|
394.6
|
|
|||
Operating Profit
|
38.8
|
|
|
74.1
|
|
|
32.9
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
16.0
|
|
|
14.6
|
|
|
6.7
|
|
|||
Income from unconsolidated affiliates
|
(10.0
|
)
|
|
(28.0
|
)
|
|
(7.1
|
)
|
|||
Other, net
|
(3.8
|
)
|
|
(6.3
|
)
|
|
(5.0
|
)
|
|||
|
2.2
|
|
|
(19.7
|
)
|
|
(5.4
|
)
|
|||
Income Before Income Taxes
|
36.6
|
|
|
93.8
|
|
|
38.3
|
|
|||
Income tax provision (benefit)
|
2.3
|
|
|
44.9
|
|
|
(4.0
|
)
|
|||
Net Income
|
34.3
|
|
|
48.9
|
|
|
42.3
|
|
|||
Net (income) loss attributable to noncontrolling interest
|
0.4
|
|
|
(0.3
|
)
|
|
0.5
|
|
|||
Net Income Attributable to Stockholders
|
$
|
34.7
|
|
|
$
|
48.6
|
|
|
$
|
42.8
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share Attributable to Stockholders
|
$
|
2.10
|
|
|
$
|
2.95
|
|
|
$
|
2.61
|
|
Diluted Earnings per Share Attributable to Stockholders
|
$
|
2.09
|
|
|
$
|
2.94
|
|
|
$
|
2.61
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Net Income
|
$
|
34.3
|
|
|
$
|
48.9
|
|
|
$
|
42.3
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(27.4
|
)
|
|
33.5
|
|
|
(1.9
|
)
|
|||
Unrealized gain on available-for-sale securities, net of $0.5 tax expense in 2017
|
—
|
|
|
2.8
|
|
|
—
|
|
|||
Current period cash flow hedging activity, net of $4.6 tax benefit in 2018, net of $8.0 tax expense in 2017 and net of $6.5 tax benefit in 2016
|
(12.2
|
)
|
|
6.6
|
|
|
(9.0
|
)
|
|||
Reclassification of hedging activities into earnings, net of $0.8 tax benefit in 2018, net of $1.6 tax expense in 2017 and net of $2.2 tax expense in 2016
|
(1.8
|
)
|
|
4.1
|
|
|
0.8
|
|
|||
Current period pension adjustment, net of $4.3 tax benefit in 2018, net of $3.7 tax expense in 2017 and net of $3.8 tax benefit in 2016
|
(20.1
|
)
|
|
13.1
|
|
|
(17.4
|
)
|
|||
Reclassification of pension into earnings, net of $0.7 tax expense in 2018, net of $1.0 tax expense in 2017 and net of $0.7 tax expense in 2016
|
2.9
|
|
|
3.2
|
|
|
2.0
|
|
|||
Comprehensive Income (Loss)
|
$
|
(24.3
|
)
|
|
$
|
112.2
|
|
|
$
|
16.8
|
|
Other comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
||||||
Net (income) loss attributable to noncontrolling interests
|
0.4
|
|
|
(0.3
|
)
|
|
0.5
|
|
|||
Foreign currency translation adjustment attributable to noncontrolling interests
|
2.3
|
|
|
(0.9
|
)
|
|
2.2
|
|
|||
Comprehensive Income (Loss) Attributable to Stockholders
|
$
|
(21.6
|
)
|
|
$
|
111.0
|
|
|
$
|
19.5
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
83.7
|
|
|
$
|
220.1
|
|
Accounts receivable, net of allowances of $5.4 in 2018 and $3.7 in 2017
|
465.5
|
|
|
453.0
|
|
||
Inventories, net
|
533.6
|
|
|
411.9
|
|
||
Prepaid expenses and other
|
48.8
|
|
|
46.4
|
|
||
Total Current Assets
|
1,131.6
|
|
|
1,131.4
|
|
||
Property, Plant and Equipment, Net
|
296.2
|
|
|
265.4
|
|
||
Intangible Assets
|
67.7
|
|
|
56.1
|
|
||
Goodwill
|
108.3
|
|
|
59.1
|
|
||
Deferred Income Taxes
|
26.3
|
|
|
16.6
|
|
||
Investment in Unconsolidated Affiliates
|
75.6
|
|
|
81.9
|
|
||
Other Non-current Assets
|
36.4
|
|
|
37.4
|
|
||
Total Assets
|
$
|
1,742.1
|
|
|
$
|
1,647.9
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
415.5
|
|
|
$
|
385.8
|
|
Accounts payable, affiliates
|
21.3
|
|
|
18.1
|
|
||
Revolving credit facilities
|
13.3
|
|
|
6.1
|
|
||
Current maturities of long-term debt
|
78.1
|
|
|
68.4
|
|
||
Accrued payroll
|
56.3
|
|
|
51.7
|
|
||
Other current liabilities
|
191.7
|
|
|
162.3
|
|
||
Total Current Liabilities
|
776.2
|
|
|
692.4
|
|
||
Long-term Debt
|
210.1
|
|
|
216.2
|
|
||
Self-insurance Liabilities
|
25.2
|
|
|
33.5
|
|
||
Pension Obligations
|
23.1
|
|
|
11.1
|
|
||
Deferred Income Taxes
|
17.8
|
|
|
13.0
|
|
||
Other Long-term Liabilities
|
130.2
|
|
|
109.3
|
|
||
Total Liabilities
|
1,182.6
|
|
|
1,075.5
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, par value $0.01 per share, 12,682,755 shares outstanding (2017 - 12,562,817 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 3,877,967 shares outstanding (2017 - 3,899,503 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Capital in excess of par value
|
321.5
|
|
|
323.8
|
|
||
Treasury stock
|
(24.1
|
)
|
|
(31.5
|
)
|
||
Retained earnings
|
407.3
|
|
|
389.1
|
|
||
Accumulated other comprehensive loss
|
(177.5
|
)
|
|
(116.1
|
)
|
||
Total Stockholders’ Equity
|
527.4
|
|
|
565.5
|
|
||
Noncontrolling Interest
|
32.1
|
|
|
6.9
|
|
||
Total Equity
|
559.5
|
|
|
572.4
|
|
||
Total Liabilities and Equity
|
$
|
1,742.1
|
|
|
$
|
1,647.9
|
|
|
Year Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
34.3
|
|
|
$
|
48.9
|
|
|
$
|
42.3
|
|
Adjustments to reconcile net income to net cash provided (used for) by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
44.0
|
|
|
42.8
|
|
|
39.1
|
|
|||
Amortization of deferred financing fees
|
1.7
|
|
|
1.4
|
|
|
1.1
|
|
|||
Deferred income taxes
|
(3.2
|
)
|
|
8.1
|
|
|
(7.4
|
)
|
|||
Gain on sale of assets
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Stock-based compensation
|
5.7
|
|
|
8.8
|
|
|
4.9
|
|
|||
Long-lived and intangible assets impairment charge
|
—
|
|
|
4.9
|
|
|
—
|
|
|||
Dividends from unconsolidated affiliates
|
22.2
|
|
|
2.8
|
|
|
5.1
|
|
|||
Other non-current liabilities
|
(9.4
|
)
|
|
4.8
|
|
|
(6.0
|
)
|
|||
Other
|
8.8
|
|
|
(13.3
|
)
|
|
(15.1
|
)
|
|||
Working capital changes, excluding the effect of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
58.0
|
|
|
(44.0
|
)
|
|
(27.5
|
)
|
|||
Inventories
|
(125.4
|
)
|
|
(43.6
|
)
|
|
(14.9
|
)
|
|||
Other current assets
|
1.3
|
|
|
(1.0
|
)
|
|
(3.2
|
)
|
|||
Accounts payable
|
23.3
|
|
|
125.1
|
|
|
(53.8
|
)
|
|||
Other liabilities
|
6.6
|
|
|
19.3
|
|
|
(13.2
|
)
|
|||
Net cash provided by (used for) operating activities
|
67.6
|
|
|
164.7
|
|
|
(48.9
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(38.8
|
)
|
|
(41.0
|
)
|
|
(42.7
|
)
|
|||
Proceeds from the sale of assets
|
5.9
|
|
|
1.3
|
|
|
13.7
|
|
|||
Investments in equity securities
|
—
|
|
|
(5.6
|
)
|
|
—
|
|
|||
Business acquisitions, net of cash acquired
|
(78.0
|
)
|
|
(1.0
|
)
|
|
(116.1
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|||
Net cash used for investing activities
|
(110.9
|
)
|
|
(47.3
|
)
|
|
(145.1
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Additions to long-term debt
|
71.5
|
|
|
265.6
|
|
|
40.1
|
|
|||
Reductions of long-term debt
|
(143.7
|
)
|
|
(75.9
|
)
|
|
(56.5
|
)
|
|||
Net additions (reductions) to revolving credit agreements
|
6.5
|
|
|
(111.7
|
)
|
|
115.4
|
|
|||
Cash dividends paid
|
(20.4
|
)
|
|
(19.8
|
)
|
|
(19.2
|
)
|
|||
Cash dividends paid to noncontrolling interest
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||
Financing fees paid
|
(0.6
|
)
|
|
(4.7
|
)
|
|
(1.7
|
)
|
|||
Other
|
(0.6
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
(87.6
|
)
|
|
53.1
|
|
|
77.9
|
|
|||
Effect of exchange rate changes on cash
|
(5.5
|
)
|
|
6.4
|
|
|
4.2
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
(136.4
|
)
|
|
176.9
|
|
|
(111.9
|
)
|
|||
Balance at the beginning of the year
|
220.1
|
|
|
43.2
|
|
|
155.1
|
|
|||
Balance at the end of the year
|
$
|
83.7
|
|
|
$
|
220.1
|
|
|
$
|
43.2
|
|
|
|
|
|
|
|
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 on AFS Securities
|
Deferred Gain (Loss) on Cash Flow Hedging
|
Pension Adjustment
|
Total Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||||||||
Balance, January 1, 2016
|
$
|
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
|
—
|
|
—
|
|
—
|
|
—
|
|
(19.2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.2
|
)
|
|
(0.2
|
)
|
|
(19.4
|
)
|
||||||||||||
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
|
)
|
||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
8.8
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||||||||||
Stock issued under stock compensation plans
|
—
|
|
—
|
|
5.4
|
|
(5.4
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
48.6
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.6
|
|
|
0.3
|
|
|
48.9
|
|
||||||||||||
Cash dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
(19.8
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.8
|
)
|
|
(0.3
|
)
|
|
(20.1
|
)
|
||||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
33.5
|
|
|
2.8
|
|
|
6.6
|
|
|
13.1
|
|
|
56.0
|
|
|
—
|
|
|
56.0
|
|
||||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
3.2
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
||||||||||||
Acquisition of business
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(0.9
|
)
|
|
(0.1
|
)
|
||||||||||||
Foreign currency translation on noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
||||||||||||
Balance, December 31, 2017
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(31.5
|
)
|
$
|
323.8
|
|
$
|
389.1
|
|
$
|
(58.5
|
)
|
|
$
|
2.8
|
|
|
$
|
(1.5
|
)
|
|
$
|
(58.9
|
)
|
|
$
|
565.5
|
|
|
$
|
6.9
|
|
|
$
|
572.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 on AFS Securities
|
Deferred Gain (Loss) on Cash Flow Hedging
|
Pension Adjustment
|
Total Stockholders' Equity
|
Noncontrolling Interest
|
Total Equity
|
|||||||||||||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2017
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(31.5
|
)
|
$
|
323.8
|
|
$
|
389.1
|
|
$
|
(58.5
|
)
|
|
$
|
2.8
|
|
|
$
|
(1.5
|
)
|
|
$
|
(58.9
|
)
|
|
$
|
565.5
|
|
|
$
|
6.9
|
|
|
$
|
572.4
|
|
Cumulative effect of change in accounting
|
—
|
|
—
|
|
—
|
|
—
|
|
3.9
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
5.7
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
||||||||||||
Stock issued under stock compensation plans
|
—
|
|
—
|
|
8.0
|
|
(8.0
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Purchase of treasury stock
|
—
|
|
—
|
|
(0.6
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||||||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
34.7
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.7
|
|
|
(0.4
|
)
|
|
34.3
|
|
||||||||||||
Cash dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
(20.4
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.4
|
)
|
|
(0.3
|
)
|
|
(20.7
|
)
|
||||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(27.4
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
(20.1
|
)
|
|
(59.7
|
)
|
|
—
|
|
|
(59.7
|
)
|
||||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
2.9
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||||||||
Acquisition of business
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
|
28.2
|
|
||||||||||||
Foreign currency translation on noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
||||||||||||
Balance, December 31, 2018
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(24.1
|
)
|
$
|
321.5
|
|
$
|
407.3
|
|
$
|
(85.9
|
)
|
|
$
|
—
|
|
|
$
|
(15.5
|
)
|
|
$
|
(76.1
|
)
|
|
$
|
527.4
|
|
|
$
|
32.1
|
|
|
$
|
559.5
|
|
Significant Accounting Policy
|
|
Note
|
Revenue Recognition
|
|
Revenue Recognition (Note 3)
|
Reportable segments
|
|
Business Segments (Note 4)
|
Stock-based compensation
|
|
Common Stock and Earnings per Share (Note 6)
|
Income taxes
|
|
Income Taxes (Note 7)
|
Derivatives and hedging activities
|
|
Financial Instruments and Derivative Financial Instruments (Note 9)
|
Fair value of financial instruments
|
|
Financial Instruments and Derivative Financial Instruments (Note 9)
and Retirement Benefit Plans (Note 10)
|
Pension
|
|
Retirement Benefit Plans (Note 10)
|
Inventories
|
|
Inventories (Note 11)
|
Property, plant and equipment
|
|
Property, Plant and Equipment, Net (Note 12)
|
Impairment or disposal of long-lived assets
|
|
Property, Plant and Equipment, Net (Note 12)
|
Goodwill and intangible assets
|
|
Goodwill and Intangible Assets (Note 13)
|
Contingencies
|
|
Contingencies (Note 17)
|
Standard
|
|
Description
|
Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (Subsequent ASUs were issued in 2015, 2016 and 2017 to update or clarify this guidance)
|
|
The 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 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 assets recognized from costs incurred to obtain or fulfill a contract. See Note 3 for additional information.
|
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. The Company recorded a cumulative adjustment to retained earnings for deferred gains related to equity investments in third parties as of January 1, 2018 of $3.6 million. Subsequent changes in the fair value of these investments are recognized directly in earnings.
|
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.
|
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.
|
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.
|
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.
|
ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition
|
|
The guidance clarifies the scope and accounting of a financial asset that meets the definition of an "in-substance nonfinancial asset" and defines the term, "in-substance nonfinancial asset," in addition to partial sales of nonfinancial assets.
|
ASU 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement
|
|
The guidance requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. As of January 1, 2018, the Company presents the components of net benefit cost, other than service cost, in other (income) expense for its pension plans. Service cost for the Company's pension plans continues to be reported in operating profit. Accordingly, the Company has reclassified $1.9 million and $2.0 million of income related to the components of net benefit cost, other than service cost, to other (income) expense for the years ended December 31, 2017 and 2016, respectively, in the Consolidated Statements of Operations.
|
ASU No. 2018-05, Income Taxes (Topic 740)
|
|
The guidance codifies Staff Accounting Bulletin No. 118 regarding the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (the "Tax Reform Act"). See Note 7 for further discussion of the Tax Reform Act.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
ASU No. 2016-02, Leases (Topic 842)(Subsequent ASUs were issued in 2017 and 2018 to update or clarify this guidance)
|
|
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's evaluation process of the new standard includes, but is not limited to, evaluating its current lease portfolio, identifying relevant contracts and attributes affected by the standard and determining the required accounting upon adoption. In addition, the Company is implementing new processes and controls regarding asset financing transactions and financial reporting. The Company has completed the evaluation of its global leasing portfolio and abstraction of key attributes within lease contracts and continues its system-related implementation required for the new standard. The Company will adopt the standard as of January 1, 2019 using the optional transition method that allows for the cumulative effect adjustment to be recorded without restating prior periods. In addition, the Company has completed its evaluation of practical expedients required for adoption, and currently estimates recording a lease obligation in the range of approximately $75 to $95 million. The Company anticipates further refinement of this estimate as the systems-related implementation is completed during the first quarter of 2019. In addition, the Company anticipates recognizing an adjustment to increase retained earnings by $1.0 to $2.0 million as of January 1, 2019, for certain sales-leaseback transactions for which profit recognition was deferred under previous GAAP but is no longer deferred under the new standard.
|
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
|
The guidance makes targeted changes to the hedge accounting model intended to facilitate financial reporting that more closely reflects an entity’s risk management activities and to simplify the application of hedge accounting. Changes include expanding the types of risk management strategies eligible for hedge accounting, easing the documentation and effectiveness assessment requirements, changing how ineffectiveness is measured and changing the presentation and disclosure requirements for hedge accounting activities.
|
|
January 1, 2019
|
|
The adoption of the guidance did not have a material effect on the Company's financial position, results of operations, cash flows or related disclosures.
|
ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
The guidance provides an election to reclassify the stranded tax effects resulting from the Tax Reform Act from OCI to retained earnings. In addition, the guidance requires new disclosures regarding the election to adopt and the manner in which tax effects remaining in OCI are released.
|
|
January 1, 2019
|
|
The Company adopted the standard on January 1, 2019 and recorded a cumulative adjustment to retained earnings of $4.0 million for income tax benefits stranded in OCI resulting from the Tax Reform Act.
|
ASU 2018-07, Compensation-Stock Compensation (Topic 718)
|
|
The guidance addresses the accounting for non-employee share-based payment transactions.
|
|
January 1, 2019
|
|
The adoption of the guidance did not have a material effect on the Company's financial position, results of operations, cash flows or related disclosures.
|
|
|
|
|
|
|
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes
|
|
The guidance permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to treasury obligations of the U.S. government, the LIBOR swap rate, the OIS rate based on the Federal Funds Effective Rate, and the Securities Industry and Financial Markets Association Municipal Swap Rate.
|
|
January 1, 2019
|
|
The adoption of the guidance did not have a material effect on the Company's financial position, results of operations, cash flows or related disclosures.
|
ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)(Subsequent ASUs have been issued in 2018 to update or clarify this guidance)
|
|
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 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities
|
|
The guidance provides that indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests.
|
|
January 1, 2020
|
|
The Company is currently evaluating the guidance and the effect on its financial position, results of operations, cash flows and related disclosures.
|
ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
|
|
The guidance clarifies the accounting for collaborative arrangements in conjunction with the adoption of "Revenue from Contracts with Customers (Topic 606)."
|
|
January 1, 2020
|
|
The Company is currently evaluating the guidance 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.
|
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
The guidance removes, modifies or adds certain disclosures relating to fair value measurements.
|
|
January 1, 2020
|
|
The Company is currently evaluating the guidance and the effect on its financial position, results of operations, cash flows and related disclosures.
|
ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
|
The guidance aligns the requirements for capitalizing implementation costs incurred in a hosting agreement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
|
|
January 1, 2021
|
|
The Company is currently evaluating the guidance and the effect on its financial position, results of operations, cash flows and related disclosures.
|
|
Balance at December 31, 2017
|
|
Adjustments due to New Revenue Standard
|
|
Balance at January 1, 2018
|
||||||
Accounts receivable, net
|
$
|
453.0
|
|
|
$
|
0.5
|
|
|
$
|
453.5
|
|
Inventories, net
|
411.9
|
|
|
(0.3
|
)
|
|
411.6
|
|
|||
Prepaid expenses and other
|
46.4
|
|
|
1.1
|
|
|
47.5
|
|
|||
Other current liabilities
|
162.3
|
|
|
1.0
|
|
|
163.3
|
|
|||
Retained earnings
|
389.1
|
|
|
0.3
|
|
|
389.4
|
|
|
YEAR ENDED
|
||||||||||
|
DECEMBER 31, 2018
|
||||||||||
|
As Reported
|
|
Amount before the new revenue standard
|
|
Change Higher/(Lower)
|
||||||
Revenues
|
$
|
3,174.4
|
|
|
$
|
3,169.9
|
|
|
$
|
4.5
|
|
Cost of sales
|
2,677.3
|
|
|
2,673.2
|
|
|
4.1
|
|
|||
Gross profit
|
497.1
|
|
|
496.7
|
|
|
0.4
|
|
|||
Operating profit
|
38.8
|
|
|
38.4
|
|
|
0.4
|
|
|||
Income before income taxes
|
36.6
|
|
|
36.2
|
|
|
0.4
|
|
|||
Income tax provision (benefit)
|
2.3
|
|
|
2.2
|
|
|
0.1
|
|
|||
Net income attributable to stockholders
|
34.7
|
|
|
34.4
|
|
|
0.3
|
|
|
DECEMBER 31, 2018
|
||||||||||
|
As Reported
|
|
Amount before the new revenue standard
|
|
Change Higher/(Lower)
|
||||||
Accounts receivable, net
|
$
|
465.5
|
|
|
$
|
463.6
|
|
|
$
|
1.9
|
|
Inventories, net
|
533.6
|
|
|
535.3
|
|
|
(1.7
|
)
|
|||
Prepaid expenses and other
|
48.8
|
|
|
50.8
|
|
|
(2.0
|
)
|
|||
Other current liabilities
|
191.7
|
|
|
194.1
|
|
|
(2.4
|
)
|
|||
Retained earnings
|
407.3
|
|
|
406.7
|
|
|
0.6
|
|
|
YEAR ENDED
|
||||||||||||||||||||||||||
|
DECEMBER 31, 2018
|
||||||||||||||||||||||||||
|
Lift truck business
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Americas
|
|
EMEA
|
|
JAPIC
|
|
Bolzoni
|
|
Nuvera
|
|
Elims
|
|
Total
|
||||||||||||||
Dealer sales
|
$
|
1,156.6
|
|
|
$
|
628.1
|
|
|
$
|
203.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,987.8
|
|
Direct customer sales
|
346.7
|
|
|
15.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361.9
|
|
|||||||
Aftermarket sales
|
370.9
|
|
|
107.4
|
|
|
36.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
515.1
|
|
|||||||
Other
|
113.3
|
|
|
18.1
|
|
|
2.2
|
|
|
200.9
|
|
|
12.3
|
|
|
(37.2
|
)
|
|
309.6
|
|
|||||||
Total Revenues
|
$
|
1,987.5
|
|
|
$
|
768.8
|
|
|
$
|
242.1
|
|
|
$
|
200.9
|
|
|
$
|
12.3
|
|
|
$
|
(37.2
|
)
|
|
$
|
3,174.4
|
|
|
Deferred Revenue
|
||
Balance, December 31, 2017
|
$
|
51.6
|
|
Customer deposits and billings
|
63.0
|
|
|
Revenue recognized
|
(52.8
|
)
|
|
Balance, December 31, 2018
|
$
|
61.8
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Americas
|
$
|
1,987.5
|
|
|
$
|
1,834.1
|
|
|
$
|
1,675.7
|
|
EMEA
|
768.8
|
|
|
715.8
|
|
|
615.7
|
|
|||
JAPIC
|
242.1
|
|
|
173.9
|
|
|
169.5
|
|
|||
Lift truck business
|
2,998.4
|
|
|
2,723.8
|
|
|
2,460.9
|
|
|||
Bolzoni
|
200.9
|
|
|
177.2
|
|
|
115.6
|
|
|||
Nuvera
|
12.3
|
|
|
3.7
|
|
|
2.5
|
|
|||
Eliminations
|
(37.2
|
)
|
|
(19.5
|
)
|
|
(9.3
|
)
|
|||
Total
|
$
|
3,174.4
|
|
|
$
|
2,885.2
|
|
|
$
|
2,569.7
|
|
Gross profit (loss)
|
|
|
|
|
|
||||||
Americas
|
$
|
314.3
|
|
|
$
|
334.6
|
|
|
$
|
287.9
|
|
EMEA
|
102.8
|
|
|
95.7
|
|
|
89.5
|
|
|||
JAPIC
|
22.1
|
|
|
20.2
|
|
|
17.1
|
|
|||
Lift truck business
|
439.2
|
|
|
450.5
|
|
|
394.5
|
|
|||
Bolzoni
|
63.7
|
|
|
54.8
|
|
|
35.7
|
|
|||
Nuvera
|
(5.9
|
)
|
|
(2.1
|
)
|
|
(2.7
|
)
|
|||
Eliminations
|
0.1
|
|
|
(0.6
|
)
|
|
—
|
|
|||
Total
|
$
|
497.1
|
|
|
$
|
502.6
|
|
|
$
|
427.5
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Americas
|
$
|
238.9
|
|
|
$
|
225.0
|
|
|
$
|
214.0
|
|
EMEA
|
96.2
|
|
|
88.9
|
|
|
84.1
|
|
|||
JAPIC
|
36.6
|
|
|
26.3
|
|
|
23.8
|
|
|||
Lift truck business
|
371.7
|
|
|
340.2
|
|
|
321.9
|
|
|||
Bolzoni
|
54.2
|
|
|
48.4
|
|
|
35.8
|
|
|||
Nuvera
|
32.4
|
|
|
39.9
|
|
|
36.9
|
|
|||
Total
|
$
|
458.3
|
|
|
$
|
428.5
|
|
|
$
|
394.6
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
75.4
|
|
|
$
|
109.6
|
|
|
$
|
73.9
|
|
EMEA
|
6.6
|
|
|
6.8
|
|
|
5.4
|
|
|||
JAPIC
|
(14.5
|
)
|
|
(6.1
|
)
|
|
(6.7
|
)
|
|||
Lift truck business
|
67.5
|
|
|
110.3
|
|
|
72.6
|
|
|||
Bolzoni
|
9.5
|
|
|
6.4
|
|
|
(0.1
|
)
|
|||
Nuvera
|
(38.3
|
)
|
|
(42.0
|
)
|
|
(39.6
|
)
|
|||
Eliminations
|
0.1
|
|
|
(0.6
|
)
|
|
—
|
|
|||
Total
|
$
|
38.8
|
|
|
$
|
74.1
|
|
|
$
|
32.9
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
12.4
|
|
|
$
|
12.3
|
|
|
$
|
5.4
|
|
EMEA
|
3.1
|
|
|
1.6
|
|
|
0.4
|
|
|||
JAPIC
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|||
Lift truck business
|
15.4
|
|
|
13.9
|
|
|
5.9
|
|
|||
Bolzoni
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|||
Nuvera
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Eliminations
|
(0.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Total
|
$
|
16.0
|
|
|
$
|
14.6
|
|
|
$
|
6.7
|
|
Interest income
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
(2.2
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(1.0
|
)
|
EMEA
|
(0.1
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
JAPIC
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Lift truck business
|
(2.6
|
)
|
|
(3.7
|
)
|
|
(2.0
|
)
|
|||
Bolzoni
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nuvera
|
—
|
|
|
—
|
|
|
—
|
|
|||
Eliminations
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|||
Total
|
$
|
(2.4
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(2.0
|
)
|
Other (income) expense
|
|
|
|
|
|
||||||
Americas
|
$
|
(3.8
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
(5.5
|
)
|
EMEA
|
(3.4
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
|||
JAPIC
|
(4.5
|
)
|
|
(4.5
|
)
|
|
(3.2
|
)
|
|||
Lift truck business
|
(11.7
|
)
|
|
(30.7
|
)
|
|
(9.9
|
)
|
|||
Bolzoni
|
0.3
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Nuvera
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(11.4
|
)
|
|
$
|
(30.7
|
)
|
|
$
|
(10.1
|
)
|
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
15.5
|
|
|
$
|
57.3
|
|
|
$
|
15.4
|
|
EMEA
|
0.8
|
|
|
0.9
|
|
|
(2.7
|
)
|
|||
JAPIC
|
(5.7
|
)
|
|
1.2
|
|
|
(0.5
|
)
|
|||
Lift truck business
|
10.6
|
|
|
59.4
|
|
|
12.2
|
|
|||
Bolzoni
|
2.1
|
|
|
1.0
|
|
|
(0.4
|
)
|
|||
Nuvera
|
(10.5
|
)
|
|
(15.3
|
)
|
|
(15.8
|
)
|
|||
Eliminations
|
0.1
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Total
|
$
|
2.3
|
|
|
$
|
44.9
|
|
|
$
|
(4.0
|
)
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
53.5
|
|
|
$
|
68.4
|
|
|
$
|
59.6
|
|
EMEA
|
6.3
|
|
|
5.3
|
|
|
9.4
|
|
|||
JAPIC
|
(3.1
|
)
|
|
(1.9
|
)
|
|
(2.1
|
)
|
|||
Lift truck business
|
56.7
|
|
|
71.8
|
|
|
66.9
|
|
|||
Bolzoni
|
5.8
|
|
|
3.9
|
|
|
(0.3
|
)
|
|||
Nuvera
|
(27.9
|
)
|
|
(26.7
|
)
|
|
(23.8
|
)
|
|||
Eliminations
|
0.1
|
|
|
(0.4
|
)
|
|
—
|
|
|||
Total
|
$
|
34.7
|
|
|
$
|
48.6
|
|
|
$
|
42.8
|
|
Total assets
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
1,259.4
|
|
|
$
|
1,146.0
|
|
|
$
|
831.9
|
|
EMEA
|
720.7
|
|
|
615.5
|
|
|
462.3
|
|
|||
JAPIC
|
315.6
|
|
|
138.6
|
|
|
127.0
|
|
|||
Eliminations
|
(578.7
|
)
|
|
(304.6
|
)
|
|
(185.3
|
)
|
|||
Lift truck business
|
1,717.0
|
|
|
1,595.5
|
|
|
1,235.9
|
|
|||
Bolzoni
|
231.8
|
|
|
239.8
|
|
|
206.9
|
|
|||
Nuvera
|
39.6
|
|
|
26.4
|
|
|
36.9
|
|
|||
Eliminations
|
(246.3
|
)
|
|
(213.8
|
)
|
|
(192.6
|
)
|
|||
Total
|
$
|
1,742.1
|
|
|
$
|
1,647.9
|
|
|
$
|
1,287.1
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
20.9
|
|
|
$
|
19.9
|
|
|
$
|
18.5
|
|
EMEA
|
7.4
|
|
|
7.1
|
|
|
6.5
|
|
|||
JAPIC
|
5.2
|
|
|
2.6
|
|
|
3.1
|
|
|||
Lift truck business
|
33.5
|
|
|
29.6
|
|
|
28.1
|
|
|||
Bolzoni
|
9.7
|
|
|
11.2
|
|
|
9.5
|
|
|||
Nuvera
|
0.8
|
|
|
2.0
|
|
|
1.5
|
|
|||
Total
|
$
|
44.0
|
|
|
$
|
42.8
|
|
|
$
|
39.1
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
20.9
|
|
|
$
|
25.5
|
|
|
$
|
27.6
|
|
EMEA
|
7.3
|
|
|
8.6
|
|
|
7.3
|
|
|||
JAPIC
|
3.6
|
|
|
1.2
|
|
|
1.6
|
|
|||
Lift truck business
|
31.8
|
|
|
35.3
|
|
|
36.5
|
|
|||
Bolzoni
|
4.2
|
|
|
4.7
|
|
|
4.0
|
|
|||
Nuvera
|
2.8
|
|
|
1.0
|
|
|
2.2
|
|
|||
Total
|
$
|
38.8
|
|
|
$
|
41.0
|
|
|
$
|
42.7
|
|
Cash and cash equivalents
|
|
|
|
|
|
||||||
Americas
|
$
|
19.5
|
|
|
$
|
191.2
|
|
|
$
|
10.4
|
|
EMEA
|
31.6
|
|
|
11.6
|
|
|
14.4
|
|
|||
JAPIC
|
17.2
|
|
|
6.6
|
|
|
8.2
|
|
|||
Lift truck business
|
68.3
|
|
|
209.4
|
|
|
33.0
|
|
|||
Bolzoni
|
15.4
|
|
|
10.7
|
|
|
10.2
|
|
|||
Nuvera
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
83.7
|
|
|
$
|
220.1
|
|
|
$
|
43.2
|
|
|
United
States
|
|
Europe, Africa and Middle East
|
|
Other
|
|
Consolidated
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,650.3
|
|
|
$
|
940.5
|
|
|
$
|
583.6
|
|
|
$
|
3,174.4
|
|
Long-lived tangible assets
|
$
|
180.9
|
|
|
$
|
72.6
|
|
|
$
|
118.3
|
|
|
$
|
371.8
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,588.8
|
|
|
$
|
825.8
|
|
|
$
|
470.6
|
|
|
$
|
2,885.2
|
|
Long-lived tangible assets
|
$
|
181.6
|
|
|
$
|
82.3
|
|
|
$
|
83.4
|
|
|
$
|
347.3
|
|
2016
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,437.6
|
|
|
$
|
701.9
|
|
|
$
|
430.2
|
|
|
$
|
2,569.7
|
|
Long-lived tangible assets
|
$
|
159.1
|
|
|
$
|
59.8
|
|
|
$
|
82.1
|
|
|
$
|
301.0
|
|
|
2018
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
788.2
|
|
|
$
|
765.6
|
|
|
$
|
782.9
|
|
|
$
|
837.7
|
|
Gross profit
|
$
|
132.1
|
|
|
$
|
126.2
|
|
|
$
|
117.9
|
|
|
$
|
120.9
|
|
Operating profit (loss)
|
$
|
19.2
|
|
|
$
|
10.8
|
|
|
$
|
12.2
|
|
|
$
|
(3.4
|
)
|
Net income (loss)
|
$
|
14.9
|
|
|
$
|
5.7
|
|
|
$
|
14.9
|
|
|
$
|
(1.2
|
)
|
Net income (loss) attributable to stockholders
|
$
|
14.9
|
|
|
$
|
5.6
|
|
|
$
|
15.4
|
|
|
$
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
0.90
|
|
|
$
|
0.34
|
|
|
$
|
0.93
|
|
|
$
|
(0.07
|
)
|
Diluted earnings (loss) per share
|
$
|
0.90
|
|
|
$
|
0.34
|
|
|
$
|
0.93
|
|
|
$
|
(0.07
|
)
|
|
2017
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
713.1
|
|
|
$
|
685.5
|
|
|
$
|
691.1
|
|
|
$
|
795.5
|
|
Gross profit
|
$
|
126.1
|
|
|
$
|
121.7
|
|
|
$
|
121.4
|
|
|
$
|
133.4
|
|
Operating profit
|
$
|
22.6
|
|
|
$
|
17.5
|
|
|
$
|
18.1
|
|
|
$
|
15.9
|
|
Net income (loss)
|
$
|
18.1
|
|
|
$
|
16.4
|
|
|
$
|
16.7
|
|
|
$
|
(2.3
|
)
|
Net income (loss) attributable to stockholders
|
$
|
18.1
|
|
|
$
|
16.4
|
|
|
$
|
16.5
|
|
|
$
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
|
$
|
1.10
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
(0.15
|
)
|
Diluted earnings (loss) per share
|
$
|
1.10
|
|
|
$
|
0.99
|
|
|
$
|
1.00
|
|
|
$
|
(0.15
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Basic weighted average shares outstanding
|
16.540
|
|
|
16.447
|
|
|
16.376
|
|
|||
Dilutive effect of restricted stock awards
|
0.062
|
|
|
0.067
|
|
|
0.051
|
|
|||
Diluted weighted average shares outstanding
|
16.602
|
|
|
16.514
|
|
|
16.427
|
|
|||
Basic earnings per share
|
$
|
2.10
|
|
|
$
|
2.95
|
|
|
$
|
2.61
|
|
Diluted earnings per share
|
$
|
2.09
|
|
|
$
|
2.94
|
|
|
$
|
2.61
|
|
Cash dividends per share
|
$
|
1.2325
|
|
|
$
|
1.2025
|
|
|
$
|
1.1700
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
||||||
U.S.
|
$
|
(7.5
|
)
|
|
$
|
48.3
|
|
|
$
|
(1.2
|
)
|
Non-U.S.
|
44.1
|
|
|
45.5
|
|
|
39.5
|
|
|||
|
$
|
36.6
|
|
|
$
|
93.8
|
|
|
$
|
38.3
|
|
Income tax provision (benefit)
|
|
|
|
|
|
||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(4.2
|
)
|
|
$
|
28.3
|
|
|
$
|
(1.3
|
)
|
State
|
0.8
|
|
|
1.4
|
|
|
(0.3
|
)
|
|||
Non-U.S.
|
8.9
|
|
|
7.1
|
|
|
5.0
|
|
|||
Total current
|
$
|
5.5
|
|
|
$
|
36.8
|
|
|
$
|
3.4
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(2.6
|
)
|
|
$
|
10.7
|
|
|
$
|
(5.8
|
)
|
State
|
0.3
|
|
|
(0.7
|
)
|
|
0.8
|
|
|||
Non-U.S.
|
(0.9
|
)
|
|
(1.9
|
)
|
|
(2.4
|
)
|
|||
Total deferred
|
$
|
(3.2
|
)
|
|
$
|
8.1
|
|
|
$
|
(7.4
|
)
|
|
$
|
2.3
|
|
|
$
|
44.9
|
|
|
$
|
(4.0
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income taxes
|
$
|
36.6
|
|
|
$
|
93.8
|
|
|
$
|
38.3
|
|
Statutory taxes (21% in 2018 and 35% in 2017 and 2016)
|
$
|
7.7
|
|
|
$
|
32.8
|
|
|
$
|
13.4
|
|
Tax Reform Act
|
(4.4
|
)
|
|
38.2
|
|
|
—
|
|
|||
Federal income tax credits
|
(3.7
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Equity interest earnings
|
(1.7
|
)
|
|
(8.1
|
)
|
|
(2.2
|
)
|
|||
Non-U.S. rate differences
|
(1.5
|
)
|
|
(7.2
|
)
|
|
(9.6
|
)
|
|||
Tax controversy resolution
|
(0.4
|
)
|
|
—
|
|
|
2.1
|
|
|||
State income taxes
|
—
|
|
|
0.2
|
|
|
(0.6
|
)
|
|||
Valuation allowance
|
3.0
|
|
|
0.1
|
|
|
(0.2
|
)
|
|||
Global intangible low-taxed income
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Sale of non-U.S. investment
|
—
|
|
|
(9.1
|
)
|
|
(1.9
|
)
|
|||
Unremitted non-U.S. earnings
|
—
|
|
|
(0.4
|
)
|
|
(3.9
|
)
|
|||
Nondeductible compensation
|
0.9
|
|
|
0.1
|
|
|
0.1
|
|
|||
Capitalized acquisition costs
|
0.9
|
|
|
—
|
|
|
1.6
|
|
|||
Other
|
0.3
|
|
|
0.1
|
|
|
(1.0
|
)
|
|||
Income tax provision (benefit)
|
$
|
2.3
|
|
|
$
|
44.9
|
|
|
$
|
(4.0
|
)
|
Reported income tax rate
|
6.3
|
%
|
|
47.9
|
%
|
|
n.m.
|
|
|||
n.m. - not meaningful
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
||||
Tax attribute carryforwards
|
$
|
28.6
|
|
|
$
|
28.3
|
|
Accrued expenses and reserves
|
15.1
|
|
|
8.3
|
|
||
Product warranties
|
9.9
|
|
|
9.1
|
|
||
Accrued product liability
|
5.6
|
|
|
6.5
|
|
||
Other employee benefits
|
4.3
|
|
|
3.2
|
|
||
Accrued pension benefits
|
4.6
|
|
|
2.2
|
|
||
Other
|
2.3
|
|
|
—
|
|
||
Total deferred tax assets
|
70.4
|
|
|
57.6
|
|
||
Less: Valuation allowance
|
30.9
|
|
|
31.0
|
|
||
|
39.5
|
|
|
26.6
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and amortization
|
28.0
|
|
|
22.2
|
|
||
Inventories
|
3.0
|
|
|
0.5
|
|
||
Other
|
—
|
|
|
0.3
|
|
||
Total deferred tax liabilities
|
31.0
|
|
|
23.0
|
|
||
Net deferred tax asset
|
$
|
8.5
|
|
|
$
|
3.6
|
|
|
December 31, 2018
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
21.2
|
|
|
$
|
15.6
|
|
|
2019 - Indefinite
|
Non-U.S. capital losses
|
6.4
|
|
|
6.4
|
|
|
2019 - Indefinite
|
||
State net operating losses and credits
|
4.1
|
|
|
3.3
|
|
|
2019 - 2037
|
||
Less: Unrecognized tax benefits
|
(3.1
|
)
|
|
—
|
|
|
|
||
Total
|
$
|
28.6
|
|
|
$
|
25.3
|
|
|
|
|
December 31, 2017
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
21.9
|
|
|
$
|
13.9
|
|
|
2018 - Indefinite
|
Non-U.S. capital losses
|
6.5
|
|
|
6.5
|
|
|
2018 - Indefinite
|
||
State net operating losses and credits
|
3.8
|
|
|
2.4
|
|
|
2018 - 2036
|
||
Less: Unrecognized tax benefits
|
(3.9
|
)
|
|
—
|
|
|
|
||
Total
|
$
|
28.3
|
|
|
$
|
22.8
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
10.9
|
|
|
$
|
11.2
|
|
|
$
|
3.8
|
|
Additions (reductions) for business acquisitions
|
6.0
|
|
|
(1.0
|
)
|
|
6.3
|
|
|||
Additions based on tax positions related to the current year
|
0.4
|
|
|
2.7
|
|
|
2.8
|
|
|||
Additions (reductions) for tax positions of prior years
|
0.3
|
|
|
(1.5
|
)
|
|
0.1
|
|
|||
Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations
|
(1.6
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|||
Other changes in unrecognized tax benefits including foreign currency translation adjustments
|
(0.8
|
)
|
|
0.7
|
|
|
(0.9
|
)
|
|||
Balance at December 31
|
$
|
15.2
|
|
|
$
|
10.9
|
|
|
$
|
11.2
|
|
Details about OCI Components
|
|
Amount Reclassified from OCI
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
$
|
2.6
|
|
|
$
|
(5.7
|
)
|
|
$
|
(3.0
|
)
|
|
Cost of sales
|
Total before tax
|
|
2.6
|
|
|
(5.7
|
)
|
|
(3.0
|
)
|
|
Income before income taxes
|
|||
Tax expense (benefit)
|
|
(0.8
|
)
|
|
1.6
|
|
|
2.2
|
|
|
Income tax provision (benefit)
|
|||
Net of tax
|
|
$
|
1.8
|
|
|
$
|
(4.1
|
)
|
|
$
|
(0.8
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss
|
|
$
|
(3.8
|
)
|
|
$
|
(4.5
|
)
|
|
$
|
(3.0
|
)
|
|
Other, net
|
Prior service credit
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|
Other, net
|
|||
Total before tax
|
|
(3.6
|
)
|
|
(4.2
|
)
|
|
(2.7
|
)
|
|
Income before income taxes
|
|||
Tax expense
|
|
0.7
|
|
|
1.0
|
|
|
0.7
|
|
|
Income tax provision (benefit)
|
|||
Net of tax
|
|
$
|
(2.9
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(2.0
|
)
|
|
Net income
|
Total reclassifications for the period
|
|
$
|
(1.1
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(2.8
|
)
|
|
|
Notional Amount
|
|
Average Fixed Rate
|
|
|
||||||||||
December 31
|
|
December 31
|
|
December 31
|
|
December 31
|
|
|
||||||
2018
|
|
2017
|
|
2018
|
|
2017
|
|
Term at December 31, 2018
|
||||||
$
|
56.5
|
|
|
$
|
56.5
|
|
|
1.94
|
%
|
|
1.94
|
%
|
|
Extending to November 2022
|
83.5
|
|
|
83.5
|
|
|
2.20
|
%
|
|
2.20
|
%
|
|
Extending to May 2023
|
||
—
|
|
|
100.0
|
|
|
—
|
%
|
|
1.47
|
%
|
|
Extending to December 2018
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance sheet location
|
|
2018
|
|
2017
|
|
Balance sheet location
|
|
2018
|
|
2017
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Long-term
|
Other non-current assets
|
|
1.0
|
|
|
0.7
|
|
|
Other non-current assets
|
|
—
|
|
|
—
|
|
||||
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
0.1
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
2.1
|
|
|
8.3
|
|
|
Prepaid expenses and other
|
|
0.4
|
|
|
4.0
|
|
||||
|
Other current liabilities
|
|
3.3
|
|
|
2.8
|
|
|
Other current liabilities
|
|
12.8
|
|
|
4.3
|
|
||||
Long-Term
|
Other non-current assets
|
|
1.0
|
|
|
3.9
|
|
|
Other non-current assets
|
|
0.6
|
|
|
1.3
|
|
||||
|
Other long-term liabilities
|
|
0.5
|
|
|
0.5
|
|
|
Other long-term liabilities
|
|
13.8
|
|
|
7.7
|
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
8.5
|
|
|
$
|
16.2
|
|
|
|
|
$
|
27.6
|
|
|
$
|
17.5
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
0.1
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
0.4
|
|
|
0.8
|
|
|
Prepaid expenses and other
|
|
0.2
|
|
|
0.4
|
|
||||
|
Other current liabilities
|
|
1.5
|
|
|
0.1
|
|
|
Other current liabilities
|
|
0.5
|
|
|
0.8
|
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
1.9
|
|
|
$
|
1.3
|
|
|
|
|
$
|
0.7
|
|
|
$
|
1.3
|
|
|
Total derivatives
|
|
$
|
10.4
|
|
|
$
|
17.5
|
|
|
|
|
$
|
28.3
|
|
|
$
|
18.8
|
|
|
|
Derivative Assets as of December 31, 2018
|
|
Derivative Liabilities as of December 31, 2018
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
2.3
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
21.8
|
|
|
(2.3
|
)
|
|
19.5
|
|
|
19.5
|
|
||||||||
Total derivatives
|
|
$
|
3.9
|
|
|
$
|
(2.3
|
)
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
21.8
|
|
|
$
|
(2.3
|
)
|
|
$
|
19.5
|
|
|
$
|
19.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Derivative Assets as of December 31, 2017
|
|
Derivative Liabilities as of December 31, 2017
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
1.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
7.3
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
(7.3
|
)
|
|
2.1
|
|
|
2.1
|
|
||||||||
Total derivatives
|
|
$
|
8.3
|
|
|
$
|
(7.5
|
)
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
9.6
|
|
|
$
|
(7.5
|
)
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
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)
|
||||||||||||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate swap agreements
|
|
$
|
2.0
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
(18.8
|
)
|
|
14.1
|
|
|
(15.5
|
)
|
|
Cost of sales
|
|
2.6
|
|
|
(5.7
|
)
|
|
(3.0
|
)
|
|
Cost of sales
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||||||||
|
|
$
|
(16.8
|
)
|
|
$
|
14.6
|
|
|
$
|
(15.5
|
)
|
|
|
|
$
|
2.6
|
|
|
$
|
(5.7
|
)
|
|
$
|
(3.0
|
)
|
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
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
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Interest rate swap agreements
|
|
Other
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
||||||||||||||||||||||||||
Foreign currency exchange contracts
|
|
Cost of sales
|
|
(2.3
|
)
|
|
2.0
|
|
|
(2.8
|
)
|
|||||||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(2.0
|
)
|
|
$
|
2.2
|
|
|
$
|
(3.4
|
)
|
|
2018
|
|
2017
|
|
2016
|
United States Plans
|
|
|
|
|
|
Weighted average discount rates
|
4.10%
|
|
3.40%
|
|
3.75%
|
Expected long-term rate of return on assets
|
7.50%
|
|
7.50%
|
|
7.50%
|
Non-U.S. Plans
|
|
|
|
|
|
Weighted average discount rates
|
1.13%-2.65%
|
|
0.88% - 2.40%
|
|
0.86% - 2.50%
|
Rate of increase in compensation levels
|
1.50%-2.50%
|
|
1.50% - 2.50%
|
|
1.50% - 2.50%
|
Expected long-term rate of return on assets
|
1.80%-7.00%
|
|
1.70% - 7.00%
|
|
3.00% - 7.00%
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Interest cost
|
$
|
2.5
|
|
|
$
|
2.7
|
|
|
$
|
3.0
|
|
Expected return on plan assets
|
(4.9
|
)
|
|
(4.9
|
)
|
|
(5.0
|
)
|
|||
Amortization of actuarial loss
|
1.8
|
|
|
1.8
|
|
|
1.6
|
|
|||
Amortization of prior service credit
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Settlements
|
1.1
|
|
|
1.0
|
|
|
0.9
|
|
|||
Net periodic pension expense (benefit)
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
4.0
|
|
|
4.1
|
|
|
5.0
|
|
|||
Expected return on plan assets
|
(10.5
|
)
|
|
(9.2
|
)
|
|
(8.8
|
)
|
|||
Amortization of actuarial loss
|
2.0
|
|
|
2.7
|
|
|
1.4
|
|
|||
Net periodic pension expense (benefit)
|
$
|
(4.3
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(2.2
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
4.8
|
|
|
$
|
(2.0
|
)
|
|
$
|
1.6
|
|
Amortization of actuarial loss
|
(1.8
|
)
|
|
(1.8
|
)
|
|
(1.6
|
)
|
|||
Amortization of prior service credit
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
|||
Settlements
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(0.9
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
2.1
|
|
|
$
|
(4.5
|
)
|
|
$
|
(0.6
|
)
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
18.8
|
|
|
$
|
(13.8
|
)
|
|
$
|
20.5
|
|
Current year prior service cost
|
1.9
|
|
|
—
|
|
|
—
|
|
|||
Amortization of actuarial loss
|
(2.0
|
)
|
|
(2.7
|
)
|
|
(1.4
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
18.7
|
|
|
$
|
(16.5
|
)
|
|
$
|
19.1
|
|
|
2018
|
|
2017
|
||||||||||||
|
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
|
$
|
74.8
|
|
|
$
|
179.0
|
|
|
$
|
75.7
|
|
|
$
|
165.2
|
|
Service cost
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Interest cost
|
2.5
|
|
|
4.0
|
|
|
2.7
|
|
|
4.1
|
|
||||
Actuarial (gain) loss
|
(3.9
|
)
|
|
(2.9
|
)
|
|
2.9
|
|
|
(1.9
|
)
|
||||
Benefits paid
|
(4.4
|
)
|
|
(6.4
|
)
|
|
(4.5
|
)
|
|
(5.8
|
)
|
||||
Employee contributions
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
||||
Plan amendments
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||
Lump sum payments
|
(2.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
17.1
|
|
||||
Projected benefit obligation at end of year
|
$
|
66.8
|
|
|
$
|
166.4
|
|
|
$
|
74.8
|
|
|
$
|
179.0
|
|
Accumulated benefit obligation at end of year
|
$
|
66.8
|
|
|
$
|
165.8
|
|
|
$
|
74.8
|
|
|
$
|
178.4
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
71.0
|
|
|
$
|
178.3
|
|
|
$
|
67.2
|
|
|
$
|
138.9
|
|
Actual return on plan assets
|
(3.7
|
)
|
|
(12.0
|
)
|
|
9.8
|
|
|
20.6
|
|
||||
Employer contributions
|
—
|
|
|
0.8
|
|
|
0.5
|
|
|
9.2
|
|
||||
Employee contributions
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
||||
Benefits paid
|
(4.4
|
)
|
|
(6.4
|
)
|
|
(4.5
|
)
|
|
(5.8
|
)
|
||||
Settlements
|
(2.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
15.3
|
|
||||
Fair value of plan assets at end of year
|
$
|
60.7
|
|
|
$
|
152.3
|
|
|
$
|
71.0
|
|
|
$
|
178.3
|
|
Funded status at end of year
|
$
|
(6.1
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(0.7
|
)
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
3.8
|
|
Noncurrent liabilities
|
(6.1
|
)
|
|
(14.1
|
)
|
|
(3.9
|
)
|
|
(4.5
|
)
|
||||
|
$
|
(6.1
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(0.7
|
)
|
Components of accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
$
|
39.7
|
|
|
$
|
56.9
|
|
|
$
|
37.9
|
|
|
$
|
40.1
|
|
Prior service cost (credit)
|
—
|
|
|
1.8
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||
Deferred taxes
|
(8.3
|
)
|
|
(8.0
|
)
|
|
(7.8
|
)
|
|
(5.2
|
)
|
||||
Change in statutory tax rate
|
(6.0
|
)
|
|
(2.0
|
)
|
|
(6.0
|
)
|
|
(2.0
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.3
|
|
||||
|
$
|
25.4
|
|
|
$
|
50.7
|
|
|
$
|
23.8
|
|
|
$
|
35.1
|
|
|
|
Amount
|
|
Net of tax
|
||||
Actuarial loss
|
|
$
|
3.9
|
|
|
$
|
3.1
|
|
Prior service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2019
|
$
|
6.1
|
|
|
$
|
6.2
|
|
2020
|
5.9
|
|
|
6.2
|
|
||
2021
|
5.7
|
|
|
6.2
|
|
||
2022
|
5.6
|
|
|
6.4
|
|
||
2023
|
5.4
|
|
|
6.8
|
|
||
2024 - 2028
|
22.7
|
|
|
38.4
|
|
||
|
$
|
51.4
|
|
|
$
|
70.2
|
|
|
2018
Actual Allocation |
|
2017
Actual Allocation |
|
Target Allocation
Range
|
U.S. equity securities
|
43.7%
|
|
44.8%
|
|
36% - 54%
|
Non-U.S. equity securities
|
19.0%
|
|
20.0%
|
|
16% - 24%
|
Fixed income securities
|
36.4%
|
|
33.9%
|
|
30% - 40%
|
Money market
|
0.9%
|
|
1.3%
|
|
0% - 10%
|
|
2018
Actual Allocation |
|
2017
Actual Allocation |
|
Target Allocation
|
U.K. equity securities
|
20.9%
|
|
20.2%
|
|
21%
|
Non-U.K. equity securities
|
48.0%
|
|
49.3%
|
|
49%
|
Fixed income securities
|
30.4%
|
|
27.7%
|
|
30%
|
Money market
|
0.7%
|
|
2.8%
|
|
—%
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
U.S. equity securities
|
$
|
26.5
|
|
|
$
|
31.8
|
|
|
$
|
21.2
|
|
|
$
|
26.1
|
|
U.K. equity securities
|
—
|
|
|
—
|
|
|
28.8
|
|
|
32.8
|
|
||||
Non-U.S., non-U.K. equity securities
|
11.6
|
|
|
14.2
|
|
|
44.8
|
|
|
54.0
|
|
||||
Fixed income securities
|
22.1
|
|
|
24.1
|
|
|
56.5
|
|
|
60.9
|
|
||||
Money market
|
0.5
|
|
|
0.9
|
|
|
1.0
|
|
|
4.5
|
|
||||
Total
|
$
|
60.7
|
|
|
$
|
71.0
|
|
|
$
|
152.3
|
|
|
$
|
178.3
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Finished goods and service parts
|
$
|
248.6
|
|
|
$
|
193.7
|
|
Work in process
|
30.0
|
|
|
19.9
|
|
||
Raw materials
|
307.0
|
|
|
239.0
|
|
||
Total manufactured inventories
|
585.6
|
|
|
452.6
|
|
||
LIFO reserve
|
(52.0
|
)
|
|
(40.7
|
)
|
||
Total inventory
|
$
|
533.6
|
|
|
$
|
411.9
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Land and land improvements
|
$
|
32.9
|
|
|
$
|
27.4
|
|
Plant and equipment
|
740.0
|
|
|
700.4
|
|
||
Property, plant and equipment, at cost
|
772.9
|
|
|
727.8
|
|
||
Allowances for depreciation and amortization
|
(476.7
|
)
|
|
(462.4
|
)
|
||
|
$
|
296.2
|
|
|
$
|
265.4
|
|
December 31, 2018
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Balance
|
||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
||||||
Trademarks
|
|
$
|
17.2
|
|
|
$
|
—
|
|
|
$
|
17.2
|
|
Intangible assets subject to amortization
|
|
|
|
|
|
|
||||||
Customer and contractual relationships
|
|
39.5
|
|
|
(10.0
|
)
|
|
29.5
|
|
|||
Patents and technology
|
|
20.9
|
|
|
(4.9
|
)
|
|
16.0
|
|
|||
Trademarks
|
|
5.4
|
|
|
(0.4
|
)
|
|
5.0
|
|
|||
Total
|
|
$
|
83.0
|
|
|
$
|
(15.3
|
)
|
|
$
|
67.7
|
|
December 31, 2017
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Balance
|
||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
||||||
Trademarks
|
|
$
|
18.0
|
|
|
$
|
—
|
|
|
$
|
18.0
|
|
Intangible assets subject to amortization
|
|
|
|
|
|
|
||||||
Customer and contractual relationships
|
|
$
|
30.5
|
|
|
$
|
(6.4
|
)
|
|
$
|
24.1
|
|
Patents and technology
|
|
16.5
|
|
|
(3.1
|
)
|
|
13.4
|
|
|||
Trademarks
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Total
|
|
$
|
65.6
|
|
|
$
|
(9.5
|
)
|
|
$
|
56.1
|
|
Intangible assets subject to amortization
|
|
Weighted-Average Useful Lives (Years)
|
Customer relationships
|
|
13
|
Engineering drawings
|
|
8
|
Non-compete agreement
|
|
1
|
Patents
|
|
7
|
Trademarks
|
|
19
|
|
|
Carrying Amount of Goodwill
|
||||||||||||||||||
|
|
Americas
|
|
EMEA
|
|
JAPIC
|
|
Bolzoni
|
|
Total
|
||||||||||
Balance at January 1, 2017
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49.0
|
|
|
$
|
50.7
|
|
Additions
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
1.0
|
|
|
1.8
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
6.6
|
|
|||||
Balance at December 31, 2017
|
|
$
|
1.7
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
56.6
|
|
|
$
|
59.1
|
|
Additions
|
|
—
|
|
|
0.3
|
|
|
55.1
|
|
|
—
|
|
|
55.4
|
|
|||||
Foreign currency translation
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(2.6
|
)
|
|
(6.2
|
)
|
|||||
Balance at December 31, 2018
|
|
$
|
1.7
|
|
|
$
|
1.1
|
|
|
$
|
51.5
|
|
|
$
|
54.0
|
|
|
$
|
108.3
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Total outstanding borrowings:
|
|
|
|
||||
Revolving credit agreements
|
$
|
13.3
|
|
|
$
|
6.1
|
|
Term loan, net
|
181.3
|
|
|
190.9
|
|
||
Other debt
|
89.6
|
|
|
73.9
|
|
||
Capital lease obligations
|
17.3
|
|
|
19.8
|
|
||
Total debt outstanding
|
$
|
301.5
|
|
|
$
|
290.7
|
|
Plus: discount on term loan and unamortized deferred financing fees
|
3.7
|
|
|
4.1
|
|
||
Total debt outstanding, gross
|
$
|
305.2
|
|
|
$
|
294.8
|
|
Current portion of borrowings outstanding
|
$
|
91.4
|
|
|
$
|
74.5
|
|
Long-term portion of borrowings outstanding
|
$
|
210.1
|
|
|
$
|
216.2
|
|
Total available borrowings, net of limitations, under revolving credit agreements
|
$
|
217.5
|
|
|
$
|
218.8
|
|
Unused revolving credit agreements
|
$
|
204.2
|
|
|
$
|
212.7
|
|
Weighted average stated interest rate on total borrowings
|
5.0
|
%
|
|
5.2
|
%
|
||
Weighted average effective interest rate on total borrowings (including interest rate swap agreements)
|
4.0
|
%
|
|
3.9
|
%
|
2019
|
$
|
85.6
|
|
2020
|
26.8
|
|
|
2021
|
14.7
|
|
|
2022
|
15.6
|
|
|
2023
|
145.2
|
|
|
Thereafter
|
—
|
|
|
|
$
|
287.9
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2019
|
$
|
7.1
|
|
|
$
|
22.2
|
|
2020
|
6.0
|
|
|
18.1
|
|
||
2021
|
3.4
|
|
|
14.0
|
|
||
2022
|
1.0
|
|
|
11.2
|
|
||
2023
|
0.7
|
|
|
8.2
|
|
||
Subsequent to 2023
|
—
|
|
|
30.2
|
|
||
Total minimum lease payments
|
18.2
|
|
|
$
|
103.9
|
|
|
Amounts representing interest
|
0.9
|
|
|
|
|||
Present value of net minimum lease payments
|
17.3
|
|
|
|
|||
Current maturities
|
6.7
|
|
|
|
|||
Long-term capital lease obligation
|
$
|
10.6
|
|
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Plant and equipment
|
$
|
38.7
|
|
|
$
|
35.9
|
|
Less accumulated amortization
|
(13.5
|
)
|
|
(10.4
|
)
|
||
|
$
|
25.2
|
|
|
$
|
25.5
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
$
|
51.0
|
|
|
$
|
52.3
|
|
Current year warranty expense
|
34.8
|
|
|
32.2
|
|
||
Change in estimate related to pre-existing warranties
|
(0.8
|
)
|
|
(8.9
|
)
|
||
Payments made
|
(27.2
|
)
|
|
(26.5
|
)
|
||
Foreign currency effect
|
(0.9
|
)
|
|
1.9
|
|
||
Balance at December 31
|
$
|
56.9
|
|
|
$
|
51.0
|
|
|
|
HYGFS
|
|
Total
|
||||
Total recourse or repurchase obligations
|
|
$
|
163.1
|
|
|
$
|
192.7
|
|
Less: exposure limited for certain dealers
|
|
48.4
|
|
|
48.4
|
|
||
Plus: 7.5% of original loan balance
|
|
14.0
|
|
|
14.0
|
|
||
|
|
128.7
|
|
|
158.3
|
|
||
Incremental obligation related to guarantee to WF
|
|
218.3
|
|
|
218.3
|
|
||
Total exposure related to guarantees
|
|
$
|
347.0
|
|
|
$
|
376.6
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
413.0
|
|
|
$
|
350.3
|
|
|
$
|
326.7
|
|
Gross profit
|
$
|
126.9
|
|
|
$
|
111.9
|
|
|
$
|
103.4
|
|
Income from continuing operations
|
$
|
36.7
|
|
|
$
|
127.2
|
|
|
$
|
25.5
|
|
Net income
|
$
|
36.7
|
|
|
$
|
127.2
|
|
|
$
|
25.5
|
|
Balance Sheet
|
|
|
|
|
|
||||||
Current assets
|
$
|
130.9
|
|
|
$
|
125.3
|
|
|
|
||
Non-current assets
|
$
|
1,609.7
|
|
|
$
|
1,484.0
|
|
|
|
||
Current liabilities
|
$
|
123.5
|
|
|
$
|
120.7
|
|
|
|
||
Non-current liabilities
|
$
|
1,431.2
|
|
|
$
|
1,241.6
|
|
|
|
Cash
|
$
|
15.3
|
|
Accounts receivable
|
13.2
|
|
|
Other receivables
|
68.9
|
|
|
Inventories
|
22.1
|
|
|
Property, plant and equipment
|
38.6
|
|
|
Intangible assets
|
21.4
|
|
|
Other assets
|
14.3
|
|
|
Total assets acquired
|
$
|
193.8
|
|
Accounts payable
|
20.3
|
|
|
Short-term debt
|
77.6
|
|
|
Long-term deferred tax liabilities
|
8.5
|
|
|
Other liabilities
|
21.1
|
|
|
Total liabilities assumed
|
$
|
127.5
|
|
Noncontrolling interest
|
28.2
|
|
|
Net assets acquired
|
$
|
38.1
|
|
Purchase price
|
93.2
|
|
|
Goodwill
|
$
|
55.1
|
|
Acquired Intangible Assets
|
|
Preliminary Fair Value
|
|
Preliminary Weighted-Average Useful Lives (Years)
|
|
Valuation Method
|
||
Customer relationships
|
|
$
|
10.7
|
|
|
20
|
|
Excess Earnings
|
Patents
|
|
5.6
|
|
|
7
|
|
Relief from Royalty
|
|
Trademarks
|
|
5.1
|
|
|
20
|
|
Relief from Royalty
|
|
Total
|
|
$
|
21.4
|
|
|
|
|
|
|
|
|
|
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
|
||||||||||||
|
(In millions)
|
|||||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (B)
|
|
$
|
8.7
|
|
|
$
|
1.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
(C)
|
|
$
|
9.7
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (B)
|
|
$
|
14.9
|
|
|
$
|
0.2
|
|
|
$
|
1.1
|
|
|
$
|
7.5
|
|
|
(C)
|
|
$
|
8.7
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (B)
|
|
$
|
12.8
|
|
|
$
|
6.3
|
|
|
$
|
(2.7
|
)
|
|
$
|
1.5
|
|
|
(C)
|
|
$
|
14.9
|
|
(A)
|
Foreign currency translation adjustments and other.
|
(B)
|
Includes allowance of receivables classified as long-term of
$4.3 million
,
$5.0 million
and
$4.6 million
in
2018
,
2017
and
2016
, respectively.
|
(C)
|
Write-offs, net of recoveries.
|
Lauran Rankin Main Trust Agreement DTD 12/23/15, Trustee
|
|
|
|
/s/ Lauran Rankin
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
|
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
|
|
/s/ Lauran Rankin
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
|
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
|
|
/s/ Chloe Seelbach, custodian for Thomas Wilson Seelbach
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
|
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
|
|
/s/ Julia R. Kuipers, custodian for Evelyn R. Kuipers
|
|
(a new Participating Stockholder)
|
|
|
|
Address:
|
|
|
|
Number of Shares of
Class B Common Stock |
Certificate No.
|
|
|
HYSTER-YALE MATERIALS HANDLING, INC.
|
, as Depository
|
||
|
|
||
|
|
||
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
HYSTER-YALE MATERIALS HANDLING, INC.
|
||
|
|
|
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
THE PARTICIPATING STOCKHOLDERS
listed in Exhibit A attached hereto and incorporated herein by this reference |
||
|
|
|
By:
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
1.
|
Clara L. T. Rankin
|
2.
|
Alfred M. Rankin, Jr.
|
3.
|
Victoire G. Rankin
|
4.
|
Helen Rankin Butler (f/k/a Helen P. Rankin)
|
5.
|
Clara T. Rankin Williams (f/k/a Clara T. Rankin)
|
6.
|
Thomas T. Rankin
|
7.
|
Matthew M. Rankin
|
8.
|
James T. Rankin
|
9.
|
Claiborne R. Rankin
|
10.
|
Chloe O. Rankin
|
11.
|
Chloe R. Seelbach (f/k/a Chloe E. Rankin)
|
12.
|
Claiborne R. Rankin, Jr.
|
13.
|
Roger F. Rankin
|
14.
|
Bruce T. Rankin
|
15.
|
Martha S. Kelly
|
16.
|
Susan Sichel
|
17.
|
Jennifer T. Jerome
|
18.
|
Caroline T. Ruschell
|
19.
|
David F. Taplin
|
20.
|
Beatrice B. Taplin
|
21.
|
Thomas E. Taplin, Jr.
|
22.
|
Theodore D. Taplin
|
23.
|
Britton T. Taplin
|
24.
|
Frank F. Taplin
|
25.
|
Rankin Management, Inc.
|
26.
|
Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)
|
27.
|
The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren
|
28.
|
The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin
|
29.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.
|
30.
|
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
|
31.
|
The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
|
32.
|
The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
|
33.
|
The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
|
34.
|
The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin
|
35.
|
The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr.
|
36.
|
The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin
|
37.
|
The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin
|
38.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams
|
39.
|
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler
|
40.
|
Corbin Rankin
|
41.
|
Alison A. Rankin
|
42.
|
National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
|
43.
|
Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
44.
|
Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
|
45.
|
Rankin Associates II, L.P.
|
46.
|
John C. Butler, Jr.
|
47.
|
Clara Rankin Butler (by John C. Butler, Jr. as custodian)
|
48.
|
The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin
|
49.
|
David B. Williams
|
50.
|
Griffin B. Butler (by John C. Butler, Jr. as Custodian)
|
51.
|
Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000
|
52.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin
|
53.
|
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin
|
54.
|
Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000
|
55.
|
The Trust created under the Agreement, dated December 20, 1993, between Thomas T. Rankin, as co-trustee, Matthew M. Rankin, as co-trustee, and Matthew M. Rankin, for the benefit of Matthew M. Rankin
|
56.
|
Scott Seelbach
|
57.
|
Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
|
58.
|
Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin
|
59.
|
Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.
|
60.
|
Clara Rankin Butler 2002 Trust, dated November 5, 2002
|
61.
|
Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
|
62.
|
Elizabeth B. Rankin
|
63.
|
Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams
|
64.
|
Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams
|
65.
|
Helen Charles Williams (by David B.H. Williams as Custodian)
|
66.
|
Julia L. Rankin Kuipers
|
67.
|
Trust created by the Agreement, dated December 21, 2004, between Claiborne R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the benefit of Julia L. Rankin
|
68.
|
Thomas Parker Rankin
|
69.
|
Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
|
70.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach
|
71.
|
Rankin Associates IV, L.P.
|
72.
|
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
|
73.
|
Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin
|
74.
|
Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
|
75.
|
Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach
|
76.
|
Lynne Turman Rankin
|
77.
|
Jacob A. Kuipers
|
78.
|
Alfred M. Rankin, Jr.'s 2011 Grantor Retained Annuity Trust
|
79.
|
Alfred M. Rankin, Jr. 2012 Retained Annuity Trust
|
80.
|
2012 Chloe O. Rankin
|
81.
|
2012 Corbin K. Rankin Trust
|
82.
|
2012 Alison A. Rankin Trust
|
83.
|
2012 Helen R. Butler Trust
|
84.
|
2012 Clara R. Williams Trust
|
85.
|
The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
|
86.
|
Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)
|
87.
|
William Alexander Rankin (by Matthew M. Rankin, as Custodian)
|
88.
|
Margaret Pollard Rankin (by James T. Rankin, as Custodian)
|
89.
|
Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach
|
90.
|
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach
|
91.
|
Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
|
92.
|
Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)
|
93.
|
A. Farnham Rankin
|
94.
|
Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011
|
95.
|
The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin
|
96.
|
Cory Freyer
|
97.
|
Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee
|
98.
|
Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
|
99.
|
Jennifer Dickerman
|
100.
|
The Trust created under the Agreement dated January 5, 1977 between PNC Bank as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of Clara L.T. Rankin
|
101.
|
The Trust created under the Agreement, dated January 1, 1977, between PNC Bank, as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, and Clara L. T. Rankin, for the benefit of Clara L. T. Rankin
|
102.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee
|
103.
|
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee
|
104.
|
Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****
|
105.
|
John C. Butler, Jr.-Roth IRA- Brokerage Account #*****
|
106.
|
DiAhn Taplin
|
107.
|
BTR 2012 Trust for Helen R. Butler
|
108.
|
BTR 2012 Trust for Clara R. Williams
|
109.
|
BTR 2012 Trust for James T. Rankin
|
110.
|
BTR 2012 Trust for Matthew M. Rankin
|
111.
|
BTR 2012 Trust for Thomas P. Rankin
|
112.
|
BTR 2012 Trust for Chloe R. Seelbach
|
113.
|
BTR 2012 Trust for Claiborne R. Rankin, Jr.
|
114.
|
BTR 2012 Trust for Julia R. Kuipers
|
115.
|
BTR 2012 Trust for Anne F. Rankin
|
116.
|
BTR 2012 Trust for Elisabeth M. Rankin
|
117.
|
The Anne F. Rankin Trust dated August 15, 2012
|
118.
|
Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin
|
119.
|
Thomas P. K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as Supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin
|
120.
|
Claiborne R. Rankin Trust for the children of Julia R. Kuipers dated December 27, 2013 under the Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers
|
121.
|
AMR Associates, LP
|
122.
|
Vested Trust for the benefit of Margaret Pollard Rankin U/A/D December 4, 2015
|
123.
|
Vested Trust for the benefit of James T. Rankin, Jr. U/A/D December 4, 2015
|
124.
|
Claiborne R. Rankin Trust for the children of Claiborne R. Rankin, Jr. dated August 26, 2016 for the benefit of Claiborne Read Rankin, III
|
125.
|
Claiborne R. Rankin Trust for the children of Julia R. Kuipers dated December 27, 2013 fbo Matilda Alan Kuipers
|
126.
|
Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)
|
127.
|
James T. Rankin, Jr. (by James T. Rankin, as Custodian)
|
128.
|
Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)
|
129.
|
Lauran Rankin
|
130.
|
Lauran Rankin Main Trust u/a/d 12/23/15
|
131.
|
Thomas Wilson Seelbach (by Chloe Seelbach, as Custodian)
|
132.
|
Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)
|
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 (80%)
|
Bolzoni Capital Holding B.V.
|
Netherlands
|
Bolzoni Capital UK, Limited
|
United Kingdom
|
Bolzoni Italia Srl
|
Italy
|
Bolzoni (Hebei) Forks
|
China (80%)
|
Bolzoni Holdings 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
|
G2A
|
France (75%)
|
Hangzhou SAMUK Material Handling Equipment Co. Ltd.
|
China (75%)
|
Hiroshima Yale Co., Ltd.
|
Japan (10%)
|
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 Acquisition Holding Limited
|
United Kingdom
|
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 Maximal Forklift (Zhejiang) Co., Ltd.
|
China (75%)
|
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
|
Name
|
Incorporation
|
|
|
LLC Hans H. Meyer OOO
|
Russia (80%)
|
Meyer GmbH
|
Germany
|
Nuvera Fuel Cells, LLC.
|
Delaware
|
Onoda Industry Co. Ltd.
|
Japan (20%)
|
Shanghai Hyster Forklift, Ltd.
|
China
|
Shanghai Hyster International Trading Co. Ltd.
|
China
|
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 (47%)
|
Tokai Shinko Co., Ltd.
|
Japan (15%)
|
Weil Corporation
|
Philippines (47%)
|
Yale Materials Handling UK Ltd.
|
United Kingdom
|
Yale SLT Fordertechnik GmBH
|
Germany
|
(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 26, 2019
|
|
|
|
/s/ James B. Bemowski
|
|
February 18, 2019
|
|
James B. Bemowski
|
|
Date
|
|
/s/ J.C. Butler, Jr.
|
|
February 18, 2019
|
|
John C. Butler, Jr.
|
|
Date
|
|
/s/ Carolyn Corvi
|
|
February 18, 2019
|
|
Carolyn Corvi
|
|
Date
|
|
/s/ John P. Jumper
|
|
February 18, 2019
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 18, 2019
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ H. Vincent Poor
|
|
February 18, 2019
|
|
H. Vincent Poor
|
|
Date
|
|
/s/ Claiborne R. Rankin
|
|
February 18, 2019
|
|
Claiborne R. Rankin
|
|
Date
|
|
/s/ John M. Stropki
|
|
February 18, 2019
|
|
John M. Stropki
|
|
Date
|
|
/s/ Britton T. Taplin
|
|
February 18, 2019
|
|
Britton T. Taplin
|
|
Date
|
|
/s/ Eugene Wong
|
|
February 18, 2019
|
|
Eugene Wong
|
|
Date
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2019
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 26, 2019
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date:
|
February 26, 2019
|
|
/s/ Alfred M. Rankin, Jr.
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
Date:
|
February 26, 2019
|
|
/s/ Kenneth C. Schilling
|
|
|
|
|
Kenneth C. Schilling
|
|
|
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|