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(Mark One)
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||
☒
|
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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:
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December 31, 2019
|
Delaware
|
|
31-1637659
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
5875 Landerbrook Drive
|
||
Suite 300
|
||
Cleveland
|
|
44124-4069
|
OH
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(Zip code)
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(Address of principal executive offices)
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Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Class A Common Stock, Par Value $0.01 Per Share
|
HY
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
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Smaller reporting company
|
☐
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Emerging growth company
|
☐
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PAGE
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Hyster®
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Yale®
|
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Dual-Branded
|
|
Maximal®
|
||||
Americas
|
|
14
|
|
|
30
|
|
|
27
|
|
|
5
|
|
EMEA
|
|
69
|
|
|
84
|
|
|
3
|
|
|
12
|
|
JAPIC
|
|
102
|
|
|
8
|
|
|
5
|
|
|
73
|
|
|
|
December 31, 2019
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||
Units (in thousands)
|
|
41.2
|
|
|
43.4
|
|
|
43.9
|
|
|||
Backlog, approximate sales value (in millions)
|
|
$
|
1,070
|
|
|
$
|
1,130
|
|
|
$
|
1,190
|
|
Segment
|
|
Facility Location
|
|
Owned/Leased
|
|
Function(s)
|
Lift Truck
|
|
|
|
|
|
|
Americas
|
|
Berea, Kentucky
|
|
Owned
|
|
Assembly of lift trucks and manufacture of component parts
|
|
|
Charlotte, North Carolina
|
|
Leased
|
|
Customer experience and training center
|
|
|
Cleveland, Ohio
|
|
Leased
|
|
Global headquarters
|
|
|
Danville, Illinois
|
|
Owned
|
|
Americas parts distribution center
|
|
|
Fairview, Oregon
|
|
Owned
|
|
Counterbalanced development center for design and testing of lift trucks, prototype equipment and component parts
|
|
|
Greenville,
North Carolina
|
|
Owned
|
|
Divisional headquarters and marketing and sales operations for Hyster® and Yale® in the Americas; Americas warehouse development center; assembly of lift trucks and manufacture of component parts
|
|
|
Itu, Brazil
|
|
Owned
|
|
Assembly of lift trucks and parts distribution center
|
|
|
Ramos Arizpe, Mexico
|
|
Owned
|
|
Manufacture of component parts for lift trucks
|
EMEA
|
|
Craigavon, Northern Ireland
|
|
Owned
|
|
Manufacture of lift trucks and cylinders; frame and mast fabrication for EMEA
|
|
|
Frimley, Surrey, UK
|
|
Leased
|
|
Divisional headquarters and marketing and sales operations for Hyster® and Yale® in EMEA
|
|
|
Irvine, Scotland
|
|
Leased
|
|
European administrative center
|
|
|
Masate, Italy
|
|
Leased
|
|
Assembly of lift trucks; European warehouse development center
|
|
|
Nijmegen, the Netherlands
|
|
Owned
|
|
Big trucks development center; manufacture and assembly of big trucks and component parts; European parts distribution center
|
JAPIC
|
|
Fuyang, China
|
|
Owned
|
|
Manufacture and assembly of lift trucks
|
|
|
Pune, India
|
|
Leased
|
|
Engineering design services
|
|
|
Shanghai, China
|
|
Owned
|
|
Assembly of lift trucks, sale of parts and marketing operations of China
|
|
|
Sydney, Australia
|
|
Leased
|
|
Divisional headquarters and sales and marketing for JAPIC; JAPIC parts distribution center
|
Bolzoni
|
|
Helsinki, Finland
|
|
Leased
|
|
Manufacture and distribution of Bolzoni products
|
|
|
Heibei, China
|
|
Owned
|
|
Manufacture and distribution of Bolzoni products
|
|
|
Piacenza, Italy
|
|
Owned
|
|
Bolzoni headquarters; manufacture and distribution of Bolzoni products
|
|
|
Salzgitter, Germany
|
|
Owned
|
|
Manufacture and distribution of Bolzoni products
|
|
|
Sulligent, Alabama
|
|
Owned
|
|
Manufacture of Bolzoni products and manufacture of component parts for Lift Truck
|
|
|
Wuxi, China
|
|
Owned
|
|
Manufacture and distribution of Bolzoni products
|
Nuvera
|
|
Billerica, Massachusetts
|
|
Leased
|
|
Nuvera research and development laboratory
|
Name
|
|
Age
|
|
Current Position
|
|
Other Positions
|
|
Alfred M. Rankin, Jr.
|
|
78
|
|
|
Chairman, President and Chief Executive Officer of Hyster-Yale (from prior to 2015), Chairman of HYG (from prior to 2015).
|
|
|
Rajiv K. Prasad
|
|
56
|
|
|
President and Chief Executive Officer of Hyster-Yale Group (from January 2020).
|
|
Chief Product and Operations Officer of HYG (February 2018 to December 2019), Senior Vice President, Global Product Development, Manufacturing and Supply Chain Strategy of HYG (from prior to 2015 to February 2018).
|
Gregory J. Breier
|
|
54
|
|
|
Vice President, Tax of Hyster-Yale (from May 2015), Vice President, Tax of HYG (from prior to 2015).
|
|
|
Brian K. Frentzko
|
|
59
|
|
|
Vice President, Treasurer of Hyster-Yale (from prior to 2015), Vice President, Treasurer of HYG (from prior to 2015).
|
|
|
Stephen J. Karas
|
|
50
|
|
|
Vice President, President Asia Pacific (from February 2020)
|
|
Vice President, Global Supply Chain of HYG (November 2015 to January 2020), Director of Supply Chain, Americas of HYG (from prior to 2015 to October 2015).
|
Jennifer M. Langer
|
|
46
|
|
|
Vice President, Controller of Hyster-Yale (from prior to 2015), Vice President, Controller of HYG (from prior to 2015).
|
|
|
David M. LeBlanc
|
|
55
|
|
|
Vice President, Strategy, Planning and Business Development of HYG (from August 2018).
|
|
Group President, International Engineered Support Structures, Valmont Industries, Inc. (an industrial company) (from April 2015 to February 2018).
|
Charles F. Pascarelli
|
|
60
|
|
|
Senior Vice President, President, Americas of HYG (from January 2015)
|
|
President, Sales and Marketing, Americas of HYG (from prior to 2015 to January 2015).
|
Anthony J. Salgado
|
|
49
|
|
|
Chief Operating Officer of HYG (from July 2019).
|
|
Senior Vice President, JAPIC of HYG (from January 2016 to June 2019), Vice President, Corporate Officer, UniCarriers Corporation (an industrial company) (from prior to 2015 to January 2016), President, UniCarriers Americas Corporation (from prior to 2015 to January 2016).
|
Harry Sands
|
|
68
|
|
|
Senior Vice President, Managing Director, Europe, Middle East and Africa of HYG (from June 2015).
|
|
Vice President, Manufacturing EMEA of HYG (from prior to 2015 to June 2015).
|
Kenneth C. Schilling
|
|
60
|
|
|
Senior Vice President and Chief Financial Officer of Hyster-Yale (from prior to 2015), Senior Vice President and Chief Financial Officer of HYG (from prior to 2015).
|
|
|
Patric Schroeter
|
|
46
|
|
|
Vice President Finance, JAPIC (from September 2019).
|
|
Vice President and CFO Asia-Pacific, KION Group (a materials handling company) (from October 2016 to September 2019), Director, Cost Transformation Asia, Middle-East, Africa and Australia, BT Group (a telecommunications company) (from July 2015 to September 2016), Managing Director, OneAxcess (an advisory and management company) (from prior to 2015 to June 2015).
|
Gopichand Somayajula
|
|
63
|
|
|
Vice President, Global Product Development of HYG (from prior to 2015)
|
|
|
Suzanne S. Taylor
|
|
57
|
|
|
Senior Vice President, General Counsel and Secretary of Hyster-Yale (from May 2016), Senior Vice President, General Counsel and Secretary of HYG (from May 2016).
|
|
Vice President, Deputy General Counsel and Assistant Secretary of Hyster-Yale (from prior to 2015 to May 2016), Vice President, Deputy General Counsel and Assistant Secretary of HYG (from prior to 2015 to May 2016).
|
Mark H. Trivett
|
|
50
|
|
|
Vice President Finance, Europe, Middle East and Africa of HYG (from prior to 2015).
|
|
|
Raymond C. Ulmer
|
|
56
|
|
|
Vice President Finance, Americas of HYG (from prior to 2015).
|
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017 (1)
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share and employee data)
|
||||||||||||||||||
Operating Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
3,291.8
|
|
|
$
|
3,179.1
|
|
|
$
|
2,885.2
|
|
|
$
|
2,569.7
|
|
|
$
|
2,578.1
|
|
Operating profit
|
$
|
53.9
|
|
|
$
|
38.8
|
|
|
$
|
74.1
|
|
|
$
|
32.9
|
|
|
$
|
103.5
|
|
Net income
|
$
|
36.6
|
|
|
$
|
34.3
|
|
|
$
|
48.9
|
|
|
$
|
42.3
|
|
|
$
|
75.1
|
|
Net (income) loss attributable to noncontrolling interest
|
(0.8
|
)
|
|
0.4
|
|
|
(0.3
|
)
|
|
0.5
|
|
|
(0.4
|
)
|
|||||
Net income attributable to stockholders
|
$
|
35.8
|
|
|
$
|
34.7
|
|
|
$
|
48.6
|
|
|
$
|
42.8
|
|
|
$
|
74.7
|
|
Basic earnings per share attributable to stockholders
|
$
|
2.15
|
|
|
$
|
2.10
|
|
|
$
|
2.95
|
|
|
$
|
2.61
|
|
|
$
|
4.58
|
|
Diluted earnings per share attributable to stockholders
|
$
|
2.14
|
|
|
$
|
2.09
|
|
|
$
|
2.94
|
|
|
$
|
2.61
|
|
|
$
|
4.57
|
|
Balance Sheet Data at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,847.2
|
|
|
$
|
1,742.1
|
|
|
$
|
1,647.9
|
|
|
$
|
1,287.1
|
|
|
$
|
1,095.9
|
|
Long-term debt
|
$
|
204.7
|
|
|
$
|
210.1
|
|
|
$
|
216.2
|
|
|
$
|
82.2
|
|
|
$
|
19.6
|
|
Stockholders' equity
|
$
|
544.3
|
|
|
$
|
527.4
|
|
|
$
|
565.5
|
|
|
$
|
463.8
|
|
|
$
|
460.8
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provided by (used for) operating activities
|
$
|
76.7
|
|
|
$
|
67.6
|
|
|
$
|
164.7
|
|
|
$
|
(48.9
|
)
|
|
$
|
89.4
|
|
Used for investing activities
|
$
|
(42.0
|
)
|
|
$
|
(110.9
|
)
|
|
$
|
(47.3
|
)
|
|
$
|
(145.1
|
)
|
|
$
|
(31.3
|
)
|
Provided by (used for) financing activities
|
$
|
(51.6
|
)
|
|
$
|
(87.6
|
)
|
|
$
|
53.1
|
|
|
$
|
77.9
|
|
|
$
|
(7.1
|
)
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash dividends
|
$
|
1.2625
|
|
|
$
|
1.2325
|
|
|
$
|
1.2025
|
|
|
$
|
1.1700
|
|
|
$
|
1.1300
|
|
Market value at December 31
|
$
|
58.96
|
|
|
$
|
61.96
|
|
|
$
|
85.16
|
|
|
$
|
63.77
|
|
|
$
|
52.45
|
|
Stockholders' equity at December 31
|
$
|
32.66
|
|
|
$
|
31.85
|
|
|
$
|
34.35
|
|
|
$
|
28.30
|
|
|
$
|
28.23
|
|
Actual shares outstanding at December 31
|
16.667
|
|
|
16.561
|
|
|
16.462
|
|
|
16.391
|
|
|
16.324
|
|
|||||
Basic weighted average shares outstanding
|
16.645
|
|
|
16.540
|
|
|
16.447
|
|
|
16.376
|
|
|
16.307
|
|
|||||
Diluted weighted average shares outstanding
|
16.726
|
|
|
16.602
|
|
|
16.514
|
|
|
16.427
|
|
|
16.355
|
|
|||||
Total employees at December 31(2)
|
7,900
|
|
|
7,700
|
|
|
6,800
|
|
|
6,500
|
|
|
5,400
|
|
(1)
|
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.
|
(2)
|
Excludes temporary employees.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Assumption
|
|
Change
|
|
Increase (decrease)
2020 net pension expense
|
|
Increase (decrease)
2019 projected benefit obligation
|
Discount rate
|
|
1% increase
|
|
$(0.2)
|
|
$(31.8)
|
|
|
1% decrease
|
|
0.5
|
|
36.3
|
Return on plan assets
|
|
1% increase
|
|
(2.2)
|
|
N/A
|
|
|
1% decrease
|
|
2.2
|
|
N/A
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Revenues
|
|
Gross Profit
|
|
Operating Profit
|
|
Net Income Attributable to Stockholders
|
||||||||
2018
|
|
$
|
3,179.1
|
|
|
$
|
497.0
|
|
|
$
|
38.8
|
|
|
$
|
34.7
|
|
Increase (decrease) in 2019
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
|
135.8
|
|
|
40.5
|
|
|
13.4
|
|
|
7.7
|
|
||||
EMEA
|
|
(17.6
|
)
|
|
7.7
|
|
|
4.1
|
|
|
2.7
|
|
||||
JAPIC
|
|
7.6
|
|
|
7.6
|
|
|
0.6
|
|
|
(8.8
|
)
|
||||
Lift truck business
|
|
125.8
|
|
|
55.8
|
|
|
18.1
|
|
|
1.6
|
|
||||
Bolzoni
|
|
(3.6
|
)
|
|
(5.6
|
)
|
|
(4.8
|
)
|
|
(3.0
|
)
|
||||
Nuvera
|
|
(6.9
|
)
|
|
(5.2
|
)
|
|
2.0
|
|
|
2.7
|
|
||||
Eliminations
|
|
(2.6
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
2019
|
|
$
|
3,291.8
|
|
|
$
|
541.8
|
|
|
$
|
53.9
|
|
|
$
|
35.8
|
|
|
|
|
|
|
|
|
Favorable / (Unfavorable) % Change
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||
Lift truck unit shipments (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
59.3
|
|
|
61.1
|
|
|
58.4
|
|
|
(2.9
|
)%
|
|
4.6
|
%
|
|||
EMEA
|
28.4
|
|
|
30.0
|
|
|
28.9
|
|
|
(5.3
|
)%
|
|
3.8
|
%
|
|||
JAPIC(1)
|
12.6
|
|
|
10.8
|
|
|
6.1
|
|
|
16.7
|
%
|
|
77.0
|
%
|
|||
|
100.3
|
|
|
101.9
|
|
|
93.4
|
|
|
(1.6
|
)%
|
|
9.1
|
%
|
|||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
2,123.3
|
|
|
$
|
1,987.5
|
|
|
$
|
1,834.1
|
|
|
6.8
|
%
|
|
8.4
|
%
|
EMEA
|
751.2
|
|
|
768.8
|
|
|
715.8
|
|
|
(2.3
|
)%
|
|
7.4
|
%
|
|||
JAPIC(1)
|
249.7
|
|
|
242.1
|
|
|
173.9
|
|
|
3.1
|
%
|
|
39.2
|
%
|
|||
Lift truck business
|
3,124.2
|
|
|
2,998.4
|
|
|
2,723.8
|
|
|
4.2
|
%
|
|
10.1
|
%
|
|||
Bolzoni
|
345.4
|
|
|
349.0
|
|
|
312.5
|
|
|
(1.0
|
)%
|
|
11.7
|
%
|
|||
Nuvera
|
10.1
|
|
|
17.0
|
|
|
3.7
|
|
|
n.m.
|
|
|
n.m.
|
|
|||
Eliminations
|
(187.9
|
)
|
|
(185.3
|
)
|
|
(154.8
|
)
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
3,291.8
|
|
|
$
|
3,179.1
|
|
|
$
|
2,885.2
|
|
|
3.5
|
%
|
|
10.2
|
%
|
Gross profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
354.8
|
|
|
$
|
314.3
|
|
|
$
|
334.6
|
|
|
12.9
|
%
|
|
(6.1
|
)%
|
EMEA
|
110.5
|
|
|
102.8
|
|
|
95.7
|
|
|
7.5
|
%
|
|
7.4
|
%
|
|||
JAPIC(1)
|
29.7
|
|
|
22.1
|
|
|
20.2
|
|
|
34.4
|
%
|
|
9.4
|
%
|
|||
Lift truck business
|
495.0
|
|
|
439.2
|
|
|
450.5
|
|
|
12.7
|
%
|
|
(2.5
|
)%
|
|||
Bolzoni
|
58.1
|
|
|
63.7
|
|
|
54.8
|
|
|
(8.8
|
)%
|
|
16.2
|
%
|
|||
Nuvera
|
(11.2
|
)
|
|
(6.0
|
)
|
|
(2.1
|
)
|
|
(86.7
|
)%
|
|
(185.7
|
)%
|
|||
Eliminations
|
(0.1
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
541.8
|
|
|
$
|
497.0
|
|
|
$
|
502.6
|
|
|
9.0
|
%
|
|
(1.1
|
)%
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
Favorable / (Unfavorable) % Change
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||||||
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
266.0
|
|
|
$
|
238.9
|
|
|
$
|
225.0
|
|
|
(11.3
|
)%
|
|
(6.2
|
)%
|
EMEA
|
99.8
|
|
|
96.2
|
|
|
88.9
|
|
|
(3.7
|
)%
|
|
(8.2
|
)%
|
|||
JAPIC(1)
|
43.6
|
|
|
36.6
|
|
|
26.3
|
|
|
(19.1
|
)%
|
|
(39.2
|
)%
|
|||
Lift truck business
|
409.4
|
|
|
371.7
|
|
|
340.2
|
|
|
(10.1
|
)%
|
|
(9.3
|
)%
|
|||
Bolzoni
|
53.4
|
|
|
54.2
|
|
|
48.4
|
|
|
1.5
|
%
|
|
(12.0
|
)%
|
|||
Nuvera
|
25.1
|
|
|
32.3
|
|
|
39.9
|
|
|
22.3
|
%
|
|
19.0
|
%
|
|||
|
$
|
487.9
|
|
|
$
|
458.2
|
|
|
$
|
428.5
|
|
|
(6.5
|
)%
|
|
(6.9
|
)%
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
88.8
|
|
|
$
|
75.4
|
|
|
$
|
109.6
|
|
|
17.8
|
%
|
|
(31.2
|
)%
|
EMEA
|
10.7
|
|
|
6.6
|
|
|
6.8
|
|
|
62.1
|
%
|
|
(2.9
|
)%
|
|||
JAPIC(1)
|
(13.9
|
)
|
|
(14.5
|
)
|
|
(6.1
|
)
|
|
4.1
|
%
|
|
(137.7
|
)%
|
|||
Lift truck business
|
85.6
|
|
|
67.5
|
|
|
110.3
|
|
|
26.8
|
%
|
|
(38.8
|
)%
|
|||
Bolzoni
|
4.7
|
|
|
9.5
|
|
|
6.4
|
|
|
(50.5
|
)%
|
|
48.4
|
%
|
|||
Nuvera
|
(36.3
|
)
|
|
(38.3
|
)
|
|
(42.0
|
)
|
|
5.2
|
%
|
|
8.8
|
%
|
|||
Eliminations
|
(0.1
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
53.9
|
|
|
$
|
38.8
|
|
|
$
|
74.1
|
|
|
38.9
|
%
|
|
(47.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
19.8
|
|
|
$
|
16.0
|
|
|
$
|
14.6
|
|
|
(23.8
|
)%
|
|
(9.6
|
)%
|
Other income
|
$
|
(13.8
|
)
|
|
$
|
(13.8
|
)
|
|
$
|
(34.3
|
)
|
|
—
|
%
|
|
(59.8
|
)%
|
Income before income taxes
|
$
|
47.9
|
|
|
$
|
36.6
|
|
|
$
|
93.8
|
|
|
30.9
|
%
|
|
(61.0
|
)%
|
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
61.2
|
|
|
$
|
53.5
|
|
|
$
|
68.4
|
|
|
14.4
|
%
|
|
(21.8
|
)%
|
EMEA
|
9.0
|
|
|
6.3
|
|
|
5.3
|
|
|
42.9
|
%
|
|
18.9
|
%
|
|||
JAPIC(1)
|
(11.9
|
)
|
|
(3.1
|
)
|
|
(1.9
|
)
|
|
(283.9
|
)%
|
|
(63.2
|
)%
|
|||
Lift truck business
|
58.3
|
|
|
56.7
|
|
|
71.8
|
|
|
2.8
|
%
|
|
(21.0
|
)%
|
|||
Bolzoni
|
2.8
|
|
|
5.8
|
|
|
3.9
|
|
|
(51.7
|
)%
|
|
48.7
|
%
|
|||
Nuvera
|
(25.2
|
)
|
|
(27.9
|
)
|
|
(26.7
|
)
|
|
9.7
|
%
|
|
(4.5
|
)%
|
|||
Eliminations
|
(0.1
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|
n.m.
|
|
|
n.m.
|
|
|||
|
$
|
35.8
|
|
|
$
|
34.7
|
|
|
$
|
48.6
|
|
|
3.2
|
%
|
|
(28.6
|
)%
|
Diluted earnings per share
|
$
|
2.14
|
|
|
$
|
2.09
|
|
|
$
|
2.94
|
|
|
2.4
|
%
|
|
(28.9
|
)%
|
Reported income tax rate
|
23.6
|
%
|
|
6.3
|
%
|
|
47.9
|
%
|
|
|
|
|
|||||
(1) Maximal was acquired on June 1, 2018 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, 2019
|
|
September 30, 2019
|
|
December 31, 2018
|
|||
Unit backlog, beginning of period
|
|
43.9
|
|
|
43.9
|
|
|
33.8
|
|
Unit shipments
|
|
(100.3
|
)
|
|
(75.5
|
)
|
|
(101.9
|
)
|
Unit bookings
|
|
97.6
|
|
|
75.0
|
|
|
112.0
|
|
Unit backlog, end of period
|
|
41.2
|
|
|
43.4
|
|
|
43.9
|
|
|
|
YEAR ENDED
|
|
NINE MONTHS ENDED
|
|
YEAR ENDED
|
||||||
|
|
December 31, 2019
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||
Bookings, approximate sales value
|
|
$
|
2,240
|
|
|
$
|
1,690
|
|
|
$
|
2,600
|
|
Backlog, approximate sales value
|
|
$
|
1,070
|
|
|
$
|
1,130
|
|
|
$
|
1,190
|
|
|
|
Revenues
|
||
2018
|
|
$
|
3,179.1
|
|
Increase (decrease) in 2019 from:
|
|
|
||
Unit price
|
|
115.9
|
|
|
Other
|
|
29.6
|
|
|
Maximal revenues
|
|
23.9
|
|
|
Parts
|
|
6.8
|
|
|
Unit volume and product mix
|
|
(0.5
|
)
|
|
Bolzoni revenues
|
|
(3.6
|
)
|
|
Nuvera revenues
|
|
(6.9
|
)
|
|
Foreign currency
|
|
(52.5
|
)
|
|
2019
|
|
$
|
3,291.8
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Operating Profit
|
||
2018
|
$
|
38.8
|
|
Increase (decrease) in 2019 from:
|
|
||
Lift truck gross profit
|
55.6
|
|
|
Lift truck selling, general and administrative expenses
|
(37.7
|
)
|
|
Nuvera operations
|
2.0
|
|
|
Bolzoni operations
|
(4.8
|
)
|
|
2019
|
$
|
53.9
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
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
|
|
36.5
|
|
|
Other
|
|
(0.5
|
)
|
|
Nuvera revenues
|
|
13.3
|
|
|
2018
|
|
$
|
3,179.1
|
|
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
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income taxes
|
|
$
|
47.9
|
|
|
$
|
36.6
|
|
|
$
|
93.8
|
|
Statutory taxes at 21% (35% in 2017)
|
|
$
|
10.1
|
|
|
$
|
7.7
|
|
|
$
|
32.8
|
|
Permanent adjustments:
|
|
|
|
|
|
|
||||||
Federal income tax credits
|
|
(2.8
|
)
|
|
(2.9
|
)
|
|
(1.6
|
)
|
|||
Non-U.S. rate differences
|
|
(0.9
|
)
|
|
(2.3
|
)
|
|
(7.8
|
)
|
|||
Equity interest earnings
|
|
(1.5
|
)
|
|
(1.7
|
)
|
|
(8.1
|
)
|
|||
State income taxes
|
|
(0.2
|
)
|
|
0.6
|
|
|
1.1
|
|
|||
Valuation allowance
|
|
0.5
|
|
|
3.0
|
|
|
3.4
|
|
|||
Global intangible low-taxed income
|
|
1.6
|
|
|
1.2
|
|
|
—
|
|
|||
Base-erosion and anti-abuse tax
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
3.1
|
|
|
1.0
|
|
|
(0.2
|
)
|
|||
|
|
$
|
1.2
|
|
|
$
|
(1.1
|
)
|
|
$
|
(13.2
|
)
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discrete items:
|
|
|
|
|
|
|
||||||
Tax Reform Act
|
|
0.1
|
|
|
(4.4
|
)
|
|
38.2
|
|
|||
Provision to return adjustments
|
|
(1.0
|
)
|
|
(0.6
|
)
|
|
0.6
|
|
|||
Valuation allowance
|
|
0.3
|
|
|
—
|
|
|
(3.3
|
)
|
|||
Sale of non-U.S. investment
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|||
Other
|
|
0.6
|
|
|
0.7
|
|
|
(1.1
|
)
|
|||
|
|
$
|
—
|
|
|
$
|
(4.3
|
)
|
|
$
|
25.3
|
|
Income tax provision
|
|
$
|
11.3
|
|
|
$
|
2.3
|
|
|
$
|
44.9
|
|
Reported income tax rate
|
|
23.6
|
%
|
|
6.3
|
%
|
|
47.9
|
%
|
|
2019
|
|
2018
|
|
Change
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
36.6
|
|
|
$
|
34.3
|
|
|
$
|
2.3
|
|
Depreciation and amortization
|
43.3
|
|
|
44.0
|
|
|
(0.7
|
)
|
|||
Stock-based compensation
|
8.2
|
|
|
5.7
|
|
|
2.5
|
|
|||
Dividends from unconsolidated affiliates
|
5.1
|
|
|
22.2
|
|
|
(17.1
|
)
|
|||
Other
|
10.1
|
|
|
(2.4
|
)
|
|
12.5
|
|
|||
Working capital changes, excluding the effect of business acquisitions
|
(26.6
|
)
|
|
(36.2
|
)
|
|
9.6
|
|
|||
Net cash provided by operating activities
|
76.7
|
|
|
67.6
|
|
|
9.1
|
|
|||
|
|
|
|
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
2019
|
|
2018
|
|
Change
|
||||||
Investing activities:
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(49.7
|
)
|
|
(38.8
|
)
|
|
(10.9
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
7.7
|
|
|
5.9
|
|
|
1.8
|
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
(78.0
|
)
|
|
78.0
|
|
|||
Net cash used for investing activities
|
(42.0
|
)
|
|
(110.9
|
)
|
|
68.9
|
|
|||
|
|
|
|
|
|
||||||
Cash flow before financing activities
|
$
|
34.7
|
|
|
$
|
(43.3
|
)
|
|
$
|
78.0
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
Financing Activities:
|
|
|
|
|
|
||||||
Net reduction of long-term debt and revolving credit agreements
|
$
|
(29.8
|
)
|
|
$
|
(65.7
|
)
|
|
$
|
35.9
|
|
Cash dividends paid
|
(21.0
|
)
|
|
(20.4
|
)
|
|
(0.6
|
)
|
|||
Financing fees paid
|
(0.4
|
)
|
|
(0.6
|
)
|
|
0.2
|
|
|||
Other
|
(0.4
|
)
|
|
(0.9
|
)
|
|
0.5
|
|
|||
Net cash used for financing activities
|
$
|
(51.6
|
)
|
|
$
|
(87.6
|
)
|
|
$
|
36.0
|
|
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
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
Term Loan
|
$
|
175.0
|
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
|
$
|
10.0
|
|
|
$
|
145.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Variable interest payments on Term Loan
|
27.9
|
|
|
9.0
|
|
|
8.2
|
|
|
7.7
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|||||||
Revolving credit agreements
|
7.7
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Variable interest payments on revolving credit agreements
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other debt
|
86.1
|
|
|
57.0
|
|
|
23.7
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Variable interest payments on other debt
|
2.1
|
|
|
1.6
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Finance lease obligations including principal and interest
|
21.8
|
|
|
9.0
|
|
|
6.2
|
|
|
3.2
|
|
|
2.3
|
|
|
1.0
|
|
|
0.1
|
|
|||||||
Operating leases
|
96.9
|
|
|
21.2
|
|
|
16.8
|
|
|
13.7
|
|
|
10.4
|
|
|
7.6
|
|
|
27.2
|
|
|||||||
Tax Reform Act transition tax liability
|
13.1
|
|
|
—
|
|
|
1.2
|
|
|
1.4
|
|
|
2.6
|
|
|
3.5
|
|
|
4.4
|
|
|||||||
Purchase and other obligations
|
624.8
|
|
|
614.4
|
|
|
3.5
|
|
|
3.2
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
1,055.5
|
|
|
$
|
730.0
|
|
|
$
|
70.1
|
|
|
$
|
44.6
|
|
|
$
|
167.0
|
|
|
$
|
12.1
|
|
|
$
|
31.7
|
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Planned 2020
|
|
Actual 2019
|
|
Actual 2018
|
||||||
Lift truck business
|
|
$
|
63.6
|
|
|
$
|
37.8
|
|
|
$
|
31.8
|
|
Bolzoni
|
|
11.4
|
|
|
5.6
|
|
|
4.2
|
|
|||
Nuvera
|
|
11.1
|
|
|
6.3
|
|
|
2.8
|
|
|||
|
|
$
|
86.1
|
|
|
$
|
49.7
|
|
|
$
|
38.8
|
|
|
December 31
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Cash and cash equivalents
|
$
|
64.6
|
|
|
$
|
83.7
|
|
|
$
|
(19.1
|
)
|
Other net tangible assets
|
632.6
|
|
|
601.3
|
|
|
31.3
|
|
|||
Intangible assets
|
60.1
|
|
|
67.7
|
|
|
(7.6
|
)
|
|||
Goodwill
|
106.7
|
|
|
108.3
|
|
|
(1.6
|
)
|
|||
Net assets
|
864.0
|
|
|
861.0
|
|
|
3.0
|
|
|||
Total debt
|
(287.0
|
)
|
|
(301.5
|
)
|
|
14.5
|
|
|||
Total equity
|
$
|
577.0
|
|
|
$
|
559.5
|
|
|
$
|
17.5
|
|
Debt to total capitalization
|
33
|
%
|
|
35
|
%
|
|
(2
|
)%
|
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
|
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
|
|
409,063
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
409,063
|
|
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
|
|
—
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
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
|
|
|
10.40
|
|
|
10.41
|
|
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 25, 2020
|
Alfred M. Rankin, Jr.
|
|
|
|
|
|
|
|
/s/ Kenneth C. Schilling
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
February 25, 2020
|
Kenneth C. Schilling
|
|
|
|
|
|
|
|
* James B. Bemowski
|
|
Director
|
February 25, 2020
|
James B. Bemowski
|
|
|
|
|
|
|
|
* J.C. Butler, Jr.
|
|
Director
|
February 25, 2020
|
J.C. Butler, Jr.
|
|
|
|
|
|
|
|
* Carolyn Corvi
|
|
Director
|
February 25, 2020
|
Carolyn Corvi
|
|
|
|
|
|
|
|
* John P. Jumper
|
|
Director
|
February 25, 2020
|
John P. Jumper
|
|
|
|
|
|
|
|
* Dennis W. LaBarre
|
|
Director
|
February 25, 2020
|
Dennis W. LaBarre
|
|
|
|
|
|
|
|
* H. Vincent Poor
|
|
Director
|
February 25, 2020
|
H. Vincent Poor
|
|
|
|
|
|
|
|
* Claiborne R. Rankin
|
|
Director
|
February 25, 2020
|
Claiborne R. Rankin
|
|
|
|
|
|
|
|
* Britton T. Taplin
|
|
Director
|
February 25, 2020
|
Britton T. Taplin
|
|
|
|
|
|
|
|
* David B. H. Williams
|
|
Director
|
February 25, 2020
|
David B. H. Williams
|
|
|
|
|
|
|
|
* Eugene Wong
|
|
Director
|
February 25, 2020
|
Eugene Wong
|
|
|
|
/s/ Kenneth C. Schilling
|
|
February 25, 2020
|
Kenneth C. Schilling, Attorney-in-Fact
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
We have served as the Company’s auditor since 2002.
|
|
|
|
|
|
|
|
Cleveland, Ohio
|
|
|
|
February 25, 2020
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
|
|
|
Cleveland, Ohio
|
|
|
|
February 25, 2020
|
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except per share data)
|
||||||||||
Revenues
|
$
|
3,291.8
|
|
|
$
|
3,179.1
|
|
|
$
|
2,885.2
|
|
Cost of sales
|
2,750.0
|
|
|
2,682.1
|
|
|
2,382.6
|
|
|||
Gross Profit
|
541.8
|
|
|
497.0
|
|
|
502.6
|
|
|||
Operating Expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
487.9
|
|
|
458.2
|
|
|
428.5
|
|
|||
Operating Profit
|
53.9
|
|
|
38.8
|
|
|
74.1
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
19.8
|
|
|
16.0
|
|
|
14.6
|
|
|||
Income from unconsolidated affiliates
|
(9.3
|
)
|
|
(10.0
|
)
|
|
(28.0
|
)
|
|||
Other, net
|
(4.5
|
)
|
|
(3.8
|
)
|
|
(6.3
|
)
|
|||
|
6.0
|
|
|
2.2
|
|
|
(19.7
|
)
|
|||
Income Before Income Taxes
|
47.9
|
|
|
36.6
|
|
|
93.8
|
|
|||
Income tax provision
|
11.3
|
|
|
2.3
|
|
|
44.9
|
|
|||
Net Income
|
36.6
|
|
|
34.3
|
|
|
48.9
|
|
|||
Net (income) loss attributable to noncontrolling interest
|
(0.8
|
)
|
|
0.4
|
|
|
(0.3
|
)
|
|||
Net Income Attributable to Stockholders
|
$
|
35.8
|
|
|
$
|
34.7
|
|
|
$
|
48.6
|
|
|
|
|
|
|
|
||||||
Basic Earnings per Share Attributable to Stockholders
|
$
|
2.15
|
|
|
$
|
2.10
|
|
|
$
|
2.95
|
|
Diluted Earnings per Share Attributable to Stockholders
|
$
|
2.14
|
|
|
$
|
2.09
|
|
|
$
|
2.94
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net Income
|
$
|
36.6
|
|
|
$
|
34.3
|
|
|
$
|
48.9
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(7.0
|
)
|
|
(27.4
|
)
|
|
33.5
|
|
|||
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 $5.9 tax benefit in 2019, net of $4.6 tax benefit in 2018 and net of $8.0 tax expense in 2017
|
(15.9
|
)
|
|
(12.2
|
)
|
|
6.6
|
|
|||
Reclassification of hedging activities into earnings, net of $4.5 tax expense in 2019, net of $0.8 tax benefit in 2018 and net of $1.6 tax expense in 2017
|
12.0
|
|
|
(1.8
|
)
|
|
4.1
|
|
|||
Current period pension adjustment, net of $0.1 tax expense in 2019, net of $4.3 tax benefit in 2018 and net of $3.7 tax expense in 2017
|
0.4
|
|
|
(20.1
|
)
|
|
13.1
|
|
|||
Reclassification of pension into earnings, net of $0.8 tax expense in 2019, net of $0.7 tax expense in 2018 and net of $1.0 tax expense in 2017
|
3.2
|
|
|
2.9
|
|
|
3.2
|
|
|||
Comprehensive Income (Loss)
|
$
|
29.3
|
|
|
$
|
(24.3
|
)
|
|
$
|
112.2
|
|
Other comprehensive income (loss) attributable to noncontrolling interests
|
|
|
|
|
|
||||||
Net (income) loss attributable to noncontrolling interests
|
(0.8
|
)
|
|
0.4
|
|
|
(0.3
|
)
|
|||
Foreign currency translation adjustment attributable to noncontrolling interests
|
—
|
|
|
2.3
|
|
|
(0.9
|
)
|
|||
Comprehensive Income (Loss) Attributable to Stockholders
|
$
|
28.5
|
|
|
$
|
(21.6
|
)
|
|
$
|
111.0
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
64.6
|
|
|
$
|
83.7
|
|
Accounts receivable, net of allowances of $5.6 in 2019 and $5.4 in 2018
|
468.3
|
|
|
465.5
|
|
||
Inventories, net
|
559.9
|
|
|
533.6
|
|
||
Prepaid expenses and other
|
63.0
|
|
|
48.8
|
|
||
Total Current Assets
|
1,155.8
|
|
|
1,131.6
|
|
||
Property, Plant and Equipment, Net
|
308.5
|
|
|
296.2
|
|
||
Intangible Assets
|
60.1
|
|
|
67.7
|
|
||
Goodwill
|
106.7
|
|
|
108.3
|
|
||
Deferred Income Taxes
|
30.8
|
|
|
26.3
|
|
||
Investment in Unconsolidated Affiliates
|
80.0
|
|
|
75.6
|
|
||
Other Non-current Assets
|
105.3
|
|
|
36.4
|
|
||
Total Assets
|
$
|
1,847.2
|
|
|
$
|
1,742.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
401.5
|
|
|
$
|
415.5
|
|
Accounts payable, affiliates
|
15.6
|
|
|
21.3
|
|
||
Revolving credit facilities
|
7.7
|
|
|
13.3
|
|
||
Current maturities of long-term debt
|
74.6
|
|
|
78.1
|
|
||
Accrued payroll
|
66.1
|
|
|
56.3
|
|
||
Deferred revenue
|
49.1
|
|
|
37.6
|
|
||
Other current liabilities
|
202.4
|
|
|
154.1
|
|
||
Total Current Liabilities
|
817.0
|
|
|
776.2
|
|
||
Long-term Debt
|
204.7
|
|
|
210.1
|
|
||
Self-insurance Liabilities
|
31.4
|
|
|
25.2
|
|
||
Pension Obligations
|
13.5
|
|
|
23.1
|
|
||
Deferred Income Taxes
|
15.4
|
|
|
17.8
|
|
||
Other Long-term Liabilities
|
188.2
|
|
|
130.2
|
|
||
Total Liabilities
|
1,270.2
|
|
|
1,182.6
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, par value $0.01 per share, 12,802,455 shares outstanding (2018 - 12,682,755 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 3,864,462 shares outstanding (2018 - 3,877,967 shares outstanding)
|
0.1
|
|
|
0.1
|
|
||
Capital in excess of par value
|
321.3
|
|
|
321.5
|
|
||
Treasury stock
|
(15.9
|
)
|
|
(24.1
|
)
|
||
Retained earnings
|
427.4
|
|
|
407.3
|
|
||
Accumulated other comprehensive loss
|
(188.7
|
)
|
|
(177.5
|
)
|
||
Total Stockholders’ Equity
|
544.3
|
|
|
527.4
|
|
||
Noncontrolling Interest
|
32.7
|
|
|
32.1
|
|
||
Total Equity
|
577.0
|
|
|
559.5
|
|
||
Total Liabilities and Equity
|
$
|
1,847.2
|
|
|
$
|
1,742.1
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
36.6
|
|
|
$
|
34.3
|
|
|
$
|
48.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43.3
|
|
|
44.0
|
|
|
42.8
|
|
|||
Amortization of deferred financing fees
|
1.9
|
|
|
1.7
|
|
|
1.4
|
|
|||
Deferred income taxes
|
(6.8
|
)
|
|
(3.2
|
)
|
|
8.1
|
|
|||
Gain on sale of assets
|
0.1
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Stock-based compensation
|
8.2
|
|
|
5.7
|
|
|
8.8
|
|
|||
Long-lived and intangible assets impairment charge
|
—
|
|
|
—
|
|
|
4.9
|
|
|||
Dividends from unconsolidated affiliates
|
5.1
|
|
|
22.2
|
|
|
2.8
|
|
|||
Other non-current liabilities
|
(5.5
|
)
|
|
(9.4
|
)
|
|
4.8
|
|
|||
Other
|
20.4
|
|
|
8.8
|
|
|
(13.3
|
)
|
|||
Working capital changes, excluding the effect of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(9.6
|
)
|
|
58.0
|
|
|
(44.0
|
)
|
|||
Inventories
|
(37.9
|
)
|
|
(125.4
|
)
|
|
(43.6
|
)
|
|||
Other current assets
|
(1.2
|
)
|
|
1.3
|
|
|
(1.0
|
)
|
|||
Accounts payable
|
1.9
|
|
|
23.3
|
|
|
125.1
|
|
|||
Other liabilities
|
20.2
|
|
|
6.6
|
|
|
19.3
|
|
|||
Net cash provided by operating activities
|
76.7
|
|
|
67.6
|
|
|
164.7
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Expenditures for property, plant and equipment
|
(49.7
|
)
|
|
(38.8
|
)
|
|
(41.0
|
)
|
|||
Proceeds from the sale of assets
|
7.7
|
|
|
5.9
|
|
|
1.3
|
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
(78.0
|
)
|
|
(1.0
|
)
|
|||
Investments in equity securities
|
—
|
|
|
—
|
|
|
(5.6
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|||
Net cash used for investing activities
|
(42.0
|
)
|
|
(110.9
|
)
|
|
(47.3
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Additions to long-term debt
|
67.6
|
|
|
71.5
|
|
|
265.6
|
|
|||
Reductions of long-term debt
|
(92.1
|
)
|
|
(143.7
|
)
|
|
(75.9
|
)
|
|||
Net additions (reductions) to revolving credit agreements
|
(5.3
|
)
|
|
6.5
|
|
|
(111.7
|
)
|
|||
Cash dividends paid
|
(21.0
|
)
|
|
(20.4
|
)
|
|
(19.8
|
)
|
|||
Cash dividends paid to noncontrolling interest
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Financing fees paid
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(4.7
|
)
|
|||
Other
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|||
Net cash provided by (used for) financing activities
|
(51.6
|
)
|
|
(87.6
|
)
|
|
53.1
|
|
|||
Effect of exchange rate changes on cash
|
(2.2
|
)
|
|
(5.5
|
)
|
|
6.4
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
(19.1
|
)
|
|
(136.4
|
)
|
|
176.9
|
|
|||
Balance at the beginning of the year
|
83.7
|
|
|
220.1
|
|
|
43.2
|
|
|||
Balance at the end of the year
|
$
|
64.6
|
|
|
$
|
83.7
|
|
|
$
|
220.1
|
|
|
|
|
|
|
|
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, 2017
|
$
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(24.1
|
)
|
$
|
321.5
|
|
$
|
407.3
|
|
$
|
(85.9
|
)
|
|
$
|
—
|
|
|
$
|
(15.5
|
)
|
|
$
|
(76.1
|
)
|
|
$
|
527.4
|
|
|
$
|
32.1
|
|
|
$
|
559.5
|
|
Cumulative effect of change in accounting
|
—
|
|
—
|
|
—
|
|
—
|
|
5.3
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
(4.8
|
)
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||||||||
Stock-based compensation
|
—
|
|
—
|
|
—
|
|
8.2
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
8.2
|
|
||||||||||||
Stock issued under stock compensation plans
|
—
|
|
—
|
|
8.4
|
|
(8.4
|
)
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Purchase of treasury stock
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
—
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||||||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
35.8
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|
0.8
|
|
|
36.6
|
|
||||||||||||
Cash dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
(21.0
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.0
|
)
|
|
(0.2
|
)
|
|
(21.2
|
)
|
||||||||||||
Current period other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7.0
|
)
|
|
—
|
|
|
(15.9
|
)
|
|
0.4
|
|
|
(22.5
|
)
|
|
—
|
|
|
(22.5
|
)
|
||||||||||||
Reclassification adjustment to net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|
3.2
|
|
|
15.2
|
|
|
—
|
|
|
15.2
|
|
||||||||||||
Balance, December 31, 2019
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
(15.9
|
)
|
$
|
321.3
|
|
$
|
427.4
|
|
$
|
(92.9
|
)
|
|
$
|
—
|
|
|
$
|
(18.5
|
)
|
|
$
|
(77.3
|
)
|
|
$
|
544.3
|
|
|
$
|
32.7
|
|
|
$
|
577.0
|
|
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. 2016-02, Leases (Topic 842)(Subsequent ASUs have been issued in 2017, 2018 and 2019 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. See Note 15 for additional information.
|
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.
|
ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("OCI")
|
|
The guidance provides an election to reclassify the stranded tax effects resulting from the Tax Cuts and Jobs Act (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. The Company adopted the standard on January 1, 2019 and recorded a cumulative adjustment to retained earnings of $3.9 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.
|
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 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.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)(Subsequent ASUs have been issued in 2018 and 2019 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's evaluation process of the new standard included, but was not limited to, identifying the financial assets affected by the standard and determining the required accounting upon adoption. The Company has evaluated its portfolio and acceptable credit loss models in the standard and continues to refine its processes and controls. The Company does not expect the adoption of the guidance to have a material effect on its financial position, results of operations, and cash flows. The Company is currently evaluating additional disclosures which may be required for the first quarter 2020 Form 10-Q.
|
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 adoption of the guidance will not have a material effect on the Company's financial position, results of operations, cash flows and related disclosures.
|
Standard
|
|
Description
|
|
Required Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
ASU 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 adoption of the guidance will not have a material effect on the Company's 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.
|
|
January 1, 2020
|
|
The adoption of the guidance will not have a material effect on the Company's financial position, results of operations, cash flows and related disclosures.
|
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
The guidance removes, modifies and adds certain disclosures relating to fair value measurements.
|
|
January 1, 2020
|
|
The adoption of the guidance will not have a material effect on the Company's 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, 2020
|
|
The adoption of the guidance will not have a material effect on the Company's financial position, results of operations, cash flows and related disclosures.
|
ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes
|
|
The guidance eliminates certain exceptions to the income tax guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
|
|
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.
|
ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815
|
|
The guidance clarifies certain interactions between the guidance to account for certain equity securities and investments under the equity method of accounting.
|
|
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.
|
|
YEAR ENDED
|
||||||||||||||||||||||||||
|
DECEMBER 31, 2019
|
||||||||||||||||||||||||||
|
Lift truck business
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Americas
|
|
EMEA
|
|
JAPIC
|
|
Bolzoni
|
|
Nuvera
|
|
Elims
|
|
Total
|
||||||||||||||
Dealer sales
|
$
|
1,051.2
|
|
|
$
|
619.1
|
|
|
$
|
214.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,884.8
|
|
Direct customer sales
|
542.1
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
557.1
|
|
|||||||
Aftermarket sales
|
396.4
|
|
|
95.3
|
|
|
34.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525.9
|
|
|||||||
Other
|
133.6
|
|
|
21.8
|
|
|
1.0
|
|
|
345.4
|
|
|
10.1
|
|
|
(187.9
|
)
|
|
324.0
|
|
|||||||
Total Revenues
|
$
|
2,123.3
|
|
|
$
|
751.2
|
|
|
$
|
249.7
|
|
|
$
|
345.4
|
|
|
$
|
10.1
|
|
|
$
|
(187.9
|
)
|
|
$
|
3,291.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
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
|
|
|
349.0
|
|
|
17.0
|
|
|
(185.3
|
)
|
|
314.3
|
|
|||||||
Total Revenues
|
$
|
1,987.5
|
|
|
$
|
768.8
|
|
|
$
|
242.1
|
|
|
$
|
349.0
|
|
|
$
|
17.0
|
|
|
$
|
(185.3
|
)
|
|
$
|
3,179.1
|
|
|
Deferred Revenue
|
||
Balance, December 31, 2018
|
$
|
61.8
|
|
Customer deposits and billings
|
76.8
|
|
|
Revenue recognized
|
(65.2
|
)
|
|
Foreign currency effect
|
(0.1
|
)
|
|
Balance, December 31, 2019
|
$
|
73.3
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
Americas
|
$
|
2,123.3
|
|
|
$
|
1,987.5
|
|
|
$
|
1,834.1
|
|
EMEA
|
751.2
|
|
|
768.8
|
|
|
715.8
|
|
|||
JAPIC
|
249.7
|
|
|
242.1
|
|
|
173.9
|
|
|||
Lift truck business
|
3,124.2
|
|
|
2,998.4
|
|
|
2,723.8
|
|
|||
Bolzoni
|
345.4
|
|
|
349.0
|
|
|
312.5
|
|
|||
Nuvera
|
10.1
|
|
|
17.0
|
|
|
3.7
|
|
|||
Eliminations
|
(187.9
|
)
|
|
(185.3
|
)
|
|
(154.8
|
)
|
|||
Total
|
$
|
3,291.8
|
|
|
$
|
3,179.1
|
|
|
$
|
2,885.2
|
|
Gross profit (loss)
|
|
|
|
|
|
||||||
Americas
|
$
|
354.8
|
|
|
$
|
314.3
|
|
|
$
|
334.6
|
|
EMEA
|
110.5
|
|
|
102.8
|
|
|
95.7
|
|
|||
JAPIC
|
29.7
|
|
|
22.1
|
|
|
20.2
|
|
|||
Lift truck business
|
495.0
|
|
|
439.2
|
|
|
450.5
|
|
|||
Bolzoni
|
58.1
|
|
|
63.7
|
|
|
54.8
|
|
|||
Nuvera
|
(11.2
|
)
|
|
(6.0
|
)
|
|
(2.1
|
)
|
|||
Eliminations
|
(0.1
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|||
Total
|
$
|
541.8
|
|
|
$
|
497.0
|
|
|
$
|
502.6
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
||||||
Americas
|
$
|
266.0
|
|
|
$
|
238.9
|
|
|
$
|
225.0
|
|
EMEA
|
99.8
|
|
|
96.2
|
|
|
88.9
|
|
|||
JAPIC
|
43.6
|
|
|
36.6
|
|
|
26.3
|
|
|||
Lift truck business
|
409.4
|
|
|
371.7
|
|
|
340.2
|
|
|||
Bolzoni
|
53.4
|
|
|
54.2
|
|
|
48.4
|
|
|||
Nuvera
|
25.1
|
|
|
32.3
|
|
|
39.9
|
|
|||
Total
|
$
|
487.9
|
|
|
$
|
458.2
|
|
|
$
|
428.5
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
88.8
|
|
|
$
|
75.4
|
|
|
$
|
109.6
|
|
EMEA
|
10.7
|
|
|
6.6
|
|
|
6.8
|
|
|||
JAPIC
|
(13.9
|
)
|
|
(14.5
|
)
|
|
(6.1
|
)
|
|||
Lift truck business
|
85.6
|
|
|
67.5
|
|
|
110.3
|
|
|||
Bolzoni
|
4.7
|
|
|
9.5
|
|
|
6.4
|
|
|||
Nuvera
|
(36.3
|
)
|
|
(38.3
|
)
|
|
(42.0
|
)
|
|||
Eliminations
|
(0.1
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|||
Total
|
$
|
53.9
|
|
|
$
|
38.8
|
|
|
$
|
74.1
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
15.4
|
|
|
$
|
12.4
|
|
|
$
|
12.3
|
|
EMEA
|
2.9
|
|
|
3.1
|
|
|
1.6
|
|
|||
JAPIC
|
0.9
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Lift truck business
|
19.2
|
|
|
15.4
|
|
|
13.9
|
|
|||
Bolzoni
|
0.7
|
|
|
0.8
|
|
|
0.8
|
|
|||
Nuvera
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Eliminations
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Total
|
$
|
19.8
|
|
|
$
|
16.0
|
|
|
$
|
14.6
|
|
Interest income
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
(1.2
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(3.3
|
)
|
EMEA
|
(0.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
JAPIC
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|||
Lift truck business
|
(1.8
|
)
|
|
(2.6
|
)
|
|
(3.7
|
)
|
|||
Bolzoni
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nuvera
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Eliminations
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|||
Total
|
$
|
(1.8
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(3.6
|
)
|
Other (income) expense
|
|
|
|
|
|
||||||
Americas
|
$
|
(4.4
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(25.1
|
)
|
EMEA
|
(3.1
|
)
|
|
(3.4
|
)
|
|
(1.1
|
)
|
|||
JAPIC
|
(3.4
|
)
|
|
(4.5
|
)
|
|
(4.5
|
)
|
|||
Lift truck business
|
(10.9
|
)
|
|
(11.7
|
)
|
|
(30.7
|
)
|
|||
Bolzoni
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|||
Nuvera
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(12.0
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
(30.7
|
)
|
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
17.8
|
|
|
$
|
15.5
|
|
|
$
|
57.3
|
|
EMEA
|
2.3
|
|
|
0.8
|
|
|
0.9
|
|
|||
JAPIC
|
0.7
|
|
|
(5.7
|
)
|
|
1.2
|
|
|||
Lift truck business
|
20.8
|
|
|
10.6
|
|
|
59.4
|
|
|||
Bolzoni
|
0.2
|
|
|
2.1
|
|
|
1.0
|
|
|||
Nuvera
|
(9.7
|
)
|
|
(10.5
|
)
|
|
(15.3
|
)
|
|||
Eliminations
|
—
|
|
|
0.1
|
|
|
(0.2
|
)
|
|||
Total
|
$
|
11.3
|
|
|
$
|
2.3
|
|
|
$
|
44.9
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) attributable to stockholders
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
61.2
|
|
|
$
|
53.5
|
|
|
$
|
68.4
|
|
EMEA
|
9.0
|
|
|
6.3
|
|
|
5.3
|
|
|||
JAPIC
|
(11.9
|
)
|
|
(3.1
|
)
|
|
(1.9
|
)
|
|||
Lift truck business
|
58.3
|
|
|
56.7
|
|
|
71.8
|
|
|||
Bolzoni
|
2.8
|
|
|
5.8
|
|
|
3.9
|
|
|||
Nuvera
|
(25.2
|
)
|
|
(27.9
|
)
|
|
(26.7
|
)
|
|||
Eliminations
|
(0.1
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|||
Total
|
$
|
35.8
|
|
|
$
|
34.7
|
|
|
$
|
48.6
|
|
Total assets
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
1,369.8
|
|
|
$
|
1,259.4
|
|
|
$
|
1,146.0
|
|
EMEA
|
749.7
|
|
|
720.7
|
|
|
615.5
|
|
|||
JAPIC
|
337.3
|
|
|
315.6
|
|
|
138.6
|
|
|||
Eliminations
|
(627.4
|
)
|
|
(578.7
|
)
|
|
(304.6
|
)
|
|||
Lift truck business
|
1,829.4
|
|
|
1,717.0
|
|
|
1,595.5
|
|
|||
Bolzoni
|
286.0
|
|
|
231.8
|
|
|
239.8
|
|
|||
Nuvera
|
57.7
|
|
|
39.6
|
|
|
26.4
|
|
|||
Eliminations
|
(325.9
|
)
|
|
(246.3
|
)
|
|
(213.8
|
)
|
|||
Total
|
$
|
1,847.2
|
|
|
$
|
1,742.1
|
|
|
$
|
1,647.9
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
17.5
|
|
|
$
|
20.9
|
|
|
$
|
19.9
|
|
EMEA
|
6.5
|
|
|
7.4
|
|
|
7.1
|
|
|||
JAPIC
|
6.6
|
|
|
5.2
|
|
|
2.6
|
|
|||
Lift truck business
|
30.6
|
|
|
33.5
|
|
|
29.6
|
|
|||
Bolzoni
|
11.7
|
|
|
9.7
|
|
|
11.2
|
|
|||
Nuvera
|
1.0
|
|
|
0.8
|
|
|
2.0
|
|
|||
Total
|
$
|
43.3
|
|
|
$
|
44.0
|
|
|
$
|
42.8
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|||
Americas
|
$
|
15.9
|
|
|
$
|
20.9
|
|
|
$
|
25.5
|
|
EMEA
|
17.2
|
|
|
7.3
|
|
|
8.6
|
|
|||
JAPIC
|
4.7
|
|
|
3.6
|
|
|
1.2
|
|
|||
Lift truck business
|
37.8
|
|
|
31.8
|
|
|
35.3
|
|
|||
Bolzoni
|
5.6
|
|
|
4.2
|
|
|
4.7
|
|
|||
Nuvera
|
6.3
|
|
|
2.8
|
|
|
1.0
|
|
|||
Total
|
$
|
49.7
|
|
|
$
|
38.8
|
|
|
$
|
41.0
|
|
Cash and cash equivalents
|
|
|
|
|
|
||||||
Americas
|
$
|
19.5
|
|
|
$
|
19.5
|
|
|
$
|
191.2
|
|
EMEA
|
5.4
|
|
|
31.6
|
|
|
11.6
|
|
|||
JAPIC
|
21.9
|
|
|
17.2
|
|
|
6.6
|
|
|||
Lift truck business
|
46.8
|
|
|
68.3
|
|
|
209.4
|
|
|||
Bolzoni
|
17.4
|
|
|
15.4
|
|
|
10.7
|
|
|||
Nuvera
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
64.6
|
|
|
$
|
83.7
|
|
|
$
|
220.1
|
|
|
United
States
|
|
Europe, Africa and Middle East
|
|
Other
|
|
Consolidated
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,794.6
|
|
|
$
|
923.6
|
|
|
$
|
573.6
|
|
|
$
|
3,291.8
|
|
Long-lived tangible assets
|
$
|
232.9
|
|
|
$
|
103.9
|
|
|
$
|
127.9
|
|
|
$
|
464.7
|
|
2018
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers, based on the customers’ location
|
$
|
1,655.0
|
|
|
$
|
940.5
|
|
|
$
|
583.6
|
|
|
$
|
3,179.1
|
|
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
|
|
|
2019
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
834.8
|
|
|
$
|
856.2
|
|
|
$
|
766.0
|
|
|
$
|
834.8
|
|
Gross profit
|
$
|
126.2
|
|
|
$
|
139.4
|
|
|
$
|
135.0
|
|
|
$
|
141.2
|
|
Operating profit
|
$
|
3.4
|
|
|
$
|
22.9
|
|
|
$
|
19.5
|
|
|
$
|
8.1
|
|
Net income
|
$
|
3.2
|
|
|
$
|
16.9
|
|
|
$
|
13.1
|
|
|
$
|
3.4
|
|
Net income attributable to stockholders
|
$
|
3.4
|
|
|
$
|
16.2
|
|
|
$
|
12.8
|
|
|
$
|
3.4
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.20
|
|
|
$
|
0.97
|
|
|
$
|
0.77
|
|
|
$
|
0.20
|
|
Diluted earnings per share
|
$
|
0.20
|
|
|
$
|
0.97
|
|
|
$
|
0.76
|
|
|
$
|
0.20
|
|
|
2018
|
||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenues
|
$
|
788.5
|
|
|
$
|
765.9
|
|
|
$
|
783.9
|
|
|
$
|
840.8
|
|
Gross profit
|
$
|
132.1
|
|
|
$
|
125.3
|
|
|
$
|
117.7
|
|
|
$
|
121.9
|
|
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
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Basic weighted average shares outstanding
|
16.645
|
|
|
16.540
|
|
|
16.447
|
|
|||
Dilutive effect of restricted stock awards
|
0.081
|
|
|
0.062
|
|
|
0.067
|
|
|||
Diluted weighted average shares outstanding
|
16.726
|
|
|
16.602
|
|
|
16.514
|
|
|||
Basic earnings per share
|
$
|
2.15
|
|
|
$
|
2.10
|
|
|
$
|
2.95
|
|
Diluted earnings per share
|
$
|
2.14
|
|
|
$
|
2.09
|
|
|
$
|
2.94
|
|
Cash dividends per share
|
$
|
1.2625
|
|
|
$
|
1.2325
|
|
|
$
|
1.2025
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
||||||
U.S.
|
$
|
(18.2
|
)
|
|
$
|
(7.5
|
)
|
|
$
|
48.3
|
|
Non-U.S.
|
66.1
|
|
|
44.1
|
|
|
45.5
|
|
|||
|
$
|
47.9
|
|
|
$
|
36.6
|
|
|
$
|
93.8
|
|
Income tax provision
|
|
|
|
|
|
||||||
Current tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
3.2
|
|
|
$
|
(4.2
|
)
|
|
$
|
28.3
|
|
State
|
1.9
|
|
|
0.8
|
|
|
1.4
|
|
|||
Non-U.S.
|
13.0
|
|
|
8.9
|
|
|
7.1
|
|
|||
Total current
|
$
|
18.1
|
|
|
$
|
5.5
|
|
|
$
|
36.8
|
|
Deferred tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(7.6
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
10.7
|
|
State
|
(1.9
|
)
|
|
0.3
|
|
|
(0.7
|
)
|
|||
Non-U.S.
|
2.7
|
|
|
(0.9
|
)
|
|
(1.9
|
)
|
|||
Total deferred
|
$
|
(6.8
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
8.1
|
|
|
$
|
11.3
|
|
|
$
|
2.3
|
|
|
$
|
44.9
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income before income taxes
|
$
|
47.9
|
|
|
$
|
36.6
|
|
|
$
|
93.8
|
|
Statutory taxes at 21% (35% in 2017)
|
$
|
10.1
|
|
|
$
|
7.7
|
|
|
$
|
32.8
|
|
Tax Reform Act
|
0.1
|
|
|
(4.4
|
)
|
|
38.2
|
|
|||
Federal income tax credits
|
(4.0
|
)
|
|
(3.7
|
)
|
|
(1.8
|
)
|
|||
Equity interest earnings
|
(1.5
|
)
|
|
(1.7
|
)
|
|
(8.1
|
)
|
|||
Non-U.S. rate differences
|
0.9
|
|
|
(1.5
|
)
|
|
(7.2
|
)
|
|||
Tax controversy resolution
|
(1.4
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||
State income taxes
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|||
Valuation allowance
|
0.8
|
|
|
3.0
|
|
|
0.1
|
|
|||
Global intangible low-taxed income
|
2.0
|
|
|
1.2
|
|
|
—
|
|
|||
Sale of non-U.S. investment
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|||
Unremitted non-U.S. earnings
|
1.7
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Nondeductible compensation
|
1.7
|
|
|
0.9
|
|
|
0.1
|
|
|||
Capitalized acquisition costs
|
—
|
|
|
0.9
|
|
|
—
|
|
|||
Base-erosion and anti-abuse tax
|
1.4
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(0.3
|
)
|
|
0.3
|
|
|
0.1
|
|
|||
Income tax provision
|
$
|
11.3
|
|
|
$
|
2.3
|
|
|
$
|
44.9
|
|
Reported income tax rate
|
23.6
|
%
|
|
6.3
|
%
|
|
47.9
|
%
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Tax attribute carryforwards
|
$
|
25.3
|
|
|
$
|
28.6
|
|
Accrued expenses and reserves
|
16.4
|
|
|
15.1
|
|
||
Product warranties
|
11.2
|
|
|
9.9
|
|
||
Accrued product liability
|
8.9
|
|
|
5.6
|
|
||
Other employee benefits
|
7.1
|
|
|
4.3
|
|
||
Accrued pension benefits
|
2.4
|
|
|
4.6
|
|
||
Inventories
|
1.7
|
|
|
—
|
|
||
Other
|
3.1
|
|
|
2.3
|
|
||
Total deferred tax assets
|
76.1
|
|
|
70.4
|
|
||
Less: Valuation allowance
|
31.4
|
|
|
30.9
|
|
||
|
44.7
|
|
|
39.5
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Depreciation and amortization
|
27.6
|
|
|
28.0
|
|
||
Unremitted earnings
|
1.7
|
|
|
—
|
|
||
Inventories
|
—
|
|
|
3.0
|
|
||
Total deferred tax liabilities
|
29.3
|
|
|
31.0
|
|
||
Net deferred tax asset
|
$
|
15.4
|
|
|
$
|
8.5
|
|
|
December 31, 2019
|
||||||||
|
Net deferred tax
asset
|
|
Valuation
allowance
|
|
Carryforwards
expire during:
|
||||
Non-U.S. net operating loss
|
$
|
17.0
|
|
|
$
|
13.1
|
|
|
2020 - Indefinite
|
Non-U.S. capital losses
|
6.7
|
|
|
6.7
|
|
|
2020 - Indefinite
|
||
State net operating losses and credits
|
4.1
|
|
|
3.1
|
|
|
2020 - 2038
|
||
Less: Unrecognized tax benefits
|
(2.5
|
)
|
|
—
|
|
|
|
||
Total
|
$
|
25.3
|
|
|
$
|
22.9
|
|
|
|
|
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
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
15.2
|
|
|
$
|
10.9
|
|
|
$
|
11.2
|
|
Additions (reductions) for business acquisitions
|
—
|
|
|
6.0
|
|
|
(1.0
|
)
|
|||
Additions based on tax positions related to the current year
|
0.3
|
|
|
0.4
|
|
|
2.7
|
|
|||
Additions (reductions) for tax positions of prior years
|
0.2
|
|
|
0.3
|
|
|
(1.5
|
)
|
|||
Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations
|
(2.0
|
)
|
|
(1.6
|
)
|
|
(1.2
|
)
|
|||
Other changes in unrecognized tax benefits including foreign currency translation adjustments
|
(0.1
|
)
|
|
(0.8
|
)
|
|
0.7
|
|
|||
Balance at December 31
|
$
|
13.6
|
|
|
$
|
15.2
|
|
|
$
|
10.9
|
|
Details about OCI Components
|
|
Amount Reclassified from OCI
|
|
Affected Line Item in the Statement Where Net Income Is Presented
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest expense
|
Foreign exchange contracts
|
|
(16.2
|
)
|
|
2.6
|
|
|
(5.7
|
)
|
|
Cost of sales
|
|||
Total before tax
|
|
(16.5
|
)
|
|
2.6
|
|
|
(5.7
|
)
|
|
Income before income taxes
|
|||
Tax expense (benefit)
|
|
4.5
|
|
|
(0.8
|
)
|
|
1.6
|
|
|
Income tax provision
|
|||
Net of tax
|
|
$
|
(12.0
|
)
|
|
$
|
1.8
|
|
|
$
|
(4.1
|
)
|
|
Net income
|
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss
|
|
$
|
(3.9
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(4.5
|
)
|
|
Other, net
|
Prior service (cost) credit
|
|
(0.1
|
)
|
|
0.2
|
|
|
0.3
|
|
|
Other, net
|
|||
Total before tax
|
|
(4.0
|
)
|
|
(3.6
|
)
|
|
(4.2
|
)
|
|
Income before income taxes
|
|||
Tax expense
|
|
0.8
|
|
|
0.7
|
|
|
1.0
|
|
|
Income tax provision
|
|||
Net of tax
|
|
$
|
(3.2
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(3.2
|
)
|
|
Net income
|
Total reclassifications for the period
|
|
$
|
(15.2
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(7.3
|
)
|
|
|
Notional Amount
|
|
Average Fixed Rate
|
|
|
||||||||||
December 31
|
|
December 31
|
|
December 31
|
|
December 31
|
|
|
||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Term at December 31, 2019
|
||||||
$
|
56.5
|
|
|
$
|
56.5
|
|
|
1.94
|
%
|
|
1.94
|
%
|
|
Extending to November 2022
|
74.6
|
|
|
83.5
|
|
|
2.20
|
%
|
|
2.20
|
%
|
|
Extending to May 2023
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance sheet location
|
|
2019
|
|
2018
|
|
Balance sheet location
|
|
2019
|
|
2018
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
—
|
|
|
—
|
|
|
Other current liabilities
|
|
0.7
|
|
|
—
|
|
||||
Long-term
|
Other non-current assets
|
|
—
|
|
|
1.0
|
|
|
Other non-current assets
|
|
—
|
|
|
—
|
|
||||
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
1.4
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
3.1
|
|
|
2.1
|
|
|
Prepaid expenses and other
|
|
1.5
|
|
|
0.4
|
|
||||
|
Other current liabilities
|
|
1.7
|
|
|
3.3
|
|
|
Other current liabilities
|
|
17.1
|
|
|
12.8
|
|
||||
Long-Term
|
Other non-current assets
|
|
—
|
|
|
1.0
|
|
|
Other non-current assets
|
|
—
|
|
|
0.6
|
|
||||
|
Other long-term liabilities
|
|
3.5
|
|
|
0.5
|
|
|
Other long-term liabilities
|
|
9.6
|
|
|
13.8
|
|
||||
Total derivatives designated as hedging instruments
|
|
$
|
8.3
|
|
|
$
|
8.5
|
|
|
|
|
$
|
30.3
|
|
|
$
|
27.6
|
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
Prepaid expenses and other
|
|
0.4
|
|
|
0.4
|
|
|
Prepaid expenses and other
|
|
0.2
|
|
|
0.2
|
|
||||
|
Other current liabilities
|
|
2.3
|
|
|
1.5
|
|
|
Other current liabilities
|
|
2.4
|
|
|
0.5
|
|
||||
Total derivatives not designated as hedging instruments
|
|
$
|
2.7
|
|
|
$
|
1.9
|
|
|
|
|
$
|
2.6
|
|
|
$
|
0.7
|
|
|
Total derivatives
|
|
$
|
11.0
|
|
|
$
|
10.4
|
|
|
|
|
$
|
32.9
|
|
|
$
|
28.3
|
|
|
|
Derivative Assets as of December 31, 2019
|
|
Derivative Liabilities as of December 31, 2019
|
||||||||||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Net Amount
|
||||||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
Foreign currency exchange contracts
|
|
1.8
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
(1.8
|
)
|
|
19.8
|
|
|
19.8
|
|
||||||||
Total derivatives
|
|
$
|
1.8
|
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23.7
|
|
|
$
|
(1.8
|
)
|
|
$
|
21.9
|
|
|
$
|
21.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
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
|
|
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)
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
$
|
(3.8
|
)
|
|
$
|
2.0
|
|
|
$
|
0.5
|
|
|
Interest expense
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
(18.0
|
)
|
|
(18.8
|
)
|
|
14.1
|
|
|
Cost of sales
|
|
(16.2
|
)
|
|
2.6
|
|
|
(5.7
|
)
|
||||||
|
|
$
|
(21.8
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
14.6
|
|
|
|
|
$
|
(16.5
|
)
|
|
$
|
2.6
|
|
|
$
|
(5.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
Location of Gain or (Loss) Recognized in Income on Derivative
|
|
Amount of Gain or (Loss)
Recognized in Income on Derivative
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
Other
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|||||
Foreign currency exchange contracts
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
(5.3
|
)
|
|
(2.3
|
)
|
|
2.0
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
|
$
|
(5.3
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
2.2
|
|
|
2019
|
|
2018
|
|
2017
|
United States Plans
|
|
|
|
|
|
Weighted average discount rates
|
3.02%
|
|
4.10%
|
|
3.40%
|
Expected long-term rate of return on assets
|
7.50%
|
|
7.50%
|
|
7.50%
|
Non-U.S. Plans
|
|
|
|
|
|
Weighted average discount rates
|
0.37%-1.85%
|
|
1.13%-2.65%
|
|
0.88% - 2.40%
|
Rate of increase in compensation levels
|
1.00%-2.50%
|
|
1.50%-2.50%
|
|
1.50% - 2.50%
|
Expected long-term rate of return on assets
|
1.00%-7.00%
|
|
1.80%-7.00%
|
|
1.70% - 7.00%
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Interest cost
|
$
|
2.6
|
|
|
$
|
2.5
|
|
|
$
|
2.7
|
|
Expected return on plan assets
|
(4.5
|
)
|
|
(4.9
|
)
|
|
(4.9
|
)
|
|||
Amortization of actuarial loss
|
2.0
|
|
|
1.8
|
|
|
1.8
|
|
|||
Amortization of prior service credit
|
—
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|||
Settlements
|
—
|
|
|
1.1
|
|
|
1.0
|
|
|||
Net periodic pension expense
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
4.1
|
|
|
4.0
|
|
|
4.1
|
|
|||
Expected return on plan assets
|
(10.2
|
)
|
|
(10.5
|
)
|
|
(9.2
|
)
|
|||
Amortization of actuarial loss
|
1.9
|
|
|
2.0
|
|
|
2.7
|
|
|||
Amortization of prior service cost
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Net periodic pension benefit
|
$
|
(4.0
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(2.2
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
(0.4
|
)
|
|
$
|
4.8
|
|
|
$
|
(2.0
|
)
|
Amortization of actuarial loss
|
(2.0
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Amortization of prior service credit
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|||
Curtailments and Settlements
|
—
|
|
|
(1.1
|
)
|
|
(1.0
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
(2.4
|
)
|
|
$
|
2.1
|
|
|
$
|
(4.5
|
)
|
Non-U.S. Plans
|
|
|
|
|
|
||||||
Current year actuarial (gain) loss
|
$
|
(0.1
|
)
|
|
$
|
18.8
|
|
|
$
|
(13.8
|
)
|
Current year prior service (credit) cost
|
—
|
|
|
1.9
|
|
|
—
|
|
|||
Amortization of actuarial loss
|
(1.9
|
)
|
|
(2.0
|
)
|
|
(2.7
|
)
|
|||
Amortization of prior service (cost) credit
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
(2.1
|
)
|
|
$
|
18.7
|
|
|
$
|
(16.5
|
)
|
|
2019
|
|
2018
|
||||||||||||
|
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
|
$
|
66.8
|
|
|
$
|
166.4
|
|
|
$
|
74.8
|
|
|
$
|
179.0
|
|
Service cost
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
||||
Interest cost
|
2.6
|
|
|
4.1
|
|
|
2.5
|
|
|
4.0
|
|
||||
Actuarial (gain) loss
|
6.5
|
|
|
17.7
|
|
|
(3.9
|
)
|
|
(2.9
|
)
|
||||
Benefits paid
|
(5.7
|
)
|
|
(6.9
|
)
|
|
(4.4
|
)
|
|
(6.4
|
)
|
||||
Employee contributions
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||
Lump sum payments
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
4.7
|
|
|
—
|
|
|
(9.7
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
70.2
|
|
|
$
|
186.3
|
|
|
$
|
66.8
|
|
|
$
|
166.4
|
|
Accumulated benefit obligation at end of year
|
$
|
70.2
|
|
|
$
|
185.6
|
|
|
$
|
66.8
|
|
|
$
|
165.8
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
60.7
|
|
|
$
|
152.3
|
|
|
$
|
71.0
|
|
|
$
|
178.3
|
|
Actual return on plan assets
|
11.4
|
|
|
27.9
|
|
|
(3.7
|
)
|
|
(12.0
|
)
|
||||
Employer contributions
|
—
|
|
|
1.2
|
|
|
—
|
|
|
0.8
|
|
||||
Employee contributions
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Benefits paid
|
(5.7
|
)
|
|
(6.9
|
)
|
|
(4.4
|
)
|
|
(6.4
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
—
|
|
|
4.8
|
|
|
—
|
|
|
(8.6
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
66.4
|
|
|
$
|
179.5
|
|
|
$
|
60.7
|
|
|
$
|
152.3
|
|
Funded status at end of year
|
$
|
(3.8
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(14.1
|
)
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Noncurrent liabilities
|
$
|
(3.8
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(14.1
|
)
|
Components of accumulated other comprehensive income (loss) consist of:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
$
|
37.3
|
|
|
$
|
54.9
|
|
|
$
|
39.7
|
|
|
$
|
56.9
|
|
Prior service cost (credit)
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.8
|
|
||||
Deferred taxes
|
(9.4
|
)
|
|
(7.6
|
)
|
|
(9.9
|
)
|
|
(8.0
|
)
|
||||
Change in statutory tax rate
|
0.4
|
|
|
(2.0
|
)
|
|
(4.4
|
)
|
|
(2.0
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
|
$
|
28.3
|
|
|
$
|
49.0
|
|
|
$
|
25.4
|
|
|
$
|
50.7
|
|
|
|
Amount
|
|
Net of tax
|
||||
Actuarial loss
|
|
$
|
4.7
|
|
|
$
|
3.7
|
|
Prior service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
2020
|
$
|
6.1
|
|
|
$
|
6.4
|
|
2021
|
5.9
|
|
|
6.5
|
|
||
2022
|
5.8
|
|
|
6.7
|
|
||
2023
|
5.6
|
|
|
6.8
|
|
||
2024
|
5.3
|
|
|
7.2
|
|
||
2025 - 2029
|
21.7
|
|
|
41.1
|
|
||
|
$
|
50.4
|
|
|
$
|
74.7
|
|
|
2019
Actual Allocation |
|
2018
Actual Allocation |
|
Target Allocation
Range
|
U.S. equity securities
|
45.4%
|
|
43.7%
|
|
36% - 54%
|
Non-U.S. equity securities
|
20.2%
|
|
19.0%
|
|
16% - 24%
|
Fixed income securities
|
33.7%
|
|
36.4%
|
|
30% - 40%
|
Money market
|
0.7%
|
|
0.9%
|
|
0% - 10%
|
|
2019
Actual Allocation |
|
2018
Actual Allocation |
|
Target Allocation
|
U.K. equity securities
|
10.4%
|
|
20.9%
|
|
10%
|
Non-U.K. equity securities
|
60.7%
|
|
48.0%
|
|
60%
|
Fixed income securities
|
28.1%
|
|
30.4%
|
|
30%
|
Money market
|
0.8%
|
|
0.7%
|
|
—%
|
|
Level 1
|
|
Level 2
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S. equity securities
|
$
|
30.2
|
|
|
$
|
26.5
|
|
|
$
|
34.4
|
|
|
$
|
21.2
|
|
U.K. equity securities
|
—
|
|
|
—
|
|
|
16.9
|
|
|
28.8
|
|
||||
Non-U.S., non-U.K. equity securities
|
13.4
|
|
|
11.6
|
|
|
64.8
|
|
|
44.8
|
|
||||
Fixed income securities
|
22.4
|
|
|
22.1
|
|
|
62.1
|
|
|
56.5
|
|
||||
Money market
|
0.4
|
|
|
0.5
|
|
|
1.3
|
|
|
1.0
|
|
||||
Total
|
$
|
66.4
|
|
|
$
|
60.7
|
|
|
$
|
179.5
|
|
|
$
|
152.3
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Finished goods and service parts
|
$
|
276.2
|
|
|
$
|
248.6
|
|
Work in process
|
22.1
|
|
|
30.0
|
|
||
Raw materials
|
310.5
|
|
|
307.0
|
|
||
Total manufactured inventories
|
608.8
|
|
|
585.6
|
|
||
LIFO reserve
|
(48.9
|
)
|
|
(52.0
|
)
|
||
Total inventory
|
$
|
559.9
|
|
|
$
|
533.6
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Land and land improvements
|
$
|
31.8
|
|
|
$
|
32.9
|
|
Plant and equipment
|
764.0
|
|
|
740.0
|
|
||
Property, plant and equipment, at cost
|
795.8
|
|
|
772.9
|
|
||
Allowances for depreciation and amortization
|
(487.3
|
)
|
|
(476.7
|
)
|
||
|
$
|
308.5
|
|
|
$
|
296.2
|
|
December 31, 2019
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Balance
|
||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
||||||
Trademarks
|
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
Intangible assets subject to amortization
|
|
|
|
|
|
|
||||||
Customer and contractual relationships
|
|
38.9
|
|
|
(13.5
|
)
|
|
25.4
|
|
|||
Patents and technology
|
|
20.6
|
|
|
(7.3
|
)
|
|
13.3
|
|
|||
Trademarks
|
|
5.3
|
|
|
(0.8
|
)
|
|
4.5
|
|
|||
Total
|
|
$
|
81.7
|
|
|
$
|
(21.6
|
)
|
|
$
|
60.1
|
|
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
|
|
Intangible assets subject to amortization
|
|
Weighted-Average Useful Lives (Years)
|
Customer relationships
|
|
12
|
Engineering drawings
|
|
7
|
Patents
|
|
6
|
Trademarks
|
|
17
|
|
|
Carrying Amount of Goodwill
|
||||||||||||||||||
|
|
Americas
|
|
EMEA
|
|
JAPIC
|
|
Bolzoni
|
|
Total
|
||||||||||
Balance at January 1, 2018
|
|
$
|
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
|
|
Foreign currency translation
|
|
—
|
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|||||
Balance at December 31, 2019
|
|
$
|
1.7
|
|
|
$
|
1.0
|
|
|
$
|
50.9
|
|
|
$
|
53.1
|
|
|
$
|
106.7
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Total outstanding borrowings:
|
|
|
|
||||
Revolving credit agreements
|
$
|
7.7
|
|
|
$
|
13.3
|
|
Term loan, net
|
172.2
|
|
|
181.3
|
|
||
Other debt
|
86.1
|
|
|
89.6
|
|
||
Finance lease obligations
|
21.0
|
|
|
17.3
|
|
||
Total debt outstanding
|
$
|
287.0
|
|
|
$
|
301.5
|
|
Plus: discount on term loan and unamortized deferred financing fees
|
2.8
|
|
|
3.7
|
|
||
Total debt outstanding, gross
|
$
|
289.8
|
|
|
$
|
305.2
|
|
Current portion of borrowings outstanding
|
$
|
82.3
|
|
|
$
|
91.4
|
|
Long-term portion of borrowings outstanding
|
$
|
204.7
|
|
|
$
|
210.1
|
|
Total available borrowings, net of limitations, under revolving credit agreements
|
$
|
260.6
|
|
|
$
|
217.5
|
|
Unused revolving credit agreements
|
$
|
252.9
|
|
|
$
|
204.2
|
|
Weighted average stated interest rate on total borrowings
|
4.6
|
%
|
|
5.0
|
%
|
||
Weighted average effective interest rate on total borrowings (including interest rate swap agreements)
|
3.6
|
%
|
|
4.0
|
%
|
2020
|
$
|
74.7
|
|
2021
|
33.7
|
|
|
2022
|
15.4
|
|
|
2023
|
145.0
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
268.8
|
|
|
Balance at December 31, 2018
|
|
Adjustments due to New Lease Standard
|
|
Balance at January 1, 2019
|
||||||
Other non-current assets
|
$
|
36.4
|
|
|
$
|
82.7
|
|
|
$
|
119.1
|
|
Deferred income tax assets
|
26.3
|
|
|
(0.5
|
)
|
|
25.8
|
|
|||
Other current liabilities
|
154.1
|
|
|
16.3
|
|
|
170.4
|
|
|||
Other long-term liabilities
|
130.2
|
|
|
64.5
|
|
|
194.7
|
|
|||
Retained earnings
|
407.3
|
|
|
1.4
|
|
|
408.7
|
|
|
|
Location on Balance Sheet
|
|
December 31, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Other non-current assets
|
|
$
|
76.3
|
|
Finance lease assets
|
|
Property, plant and equipment, net
|
|
26.3
|
|
|
Total
|
|
|
|
$
|
102.6
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating lease liabilities
|
|
Other current liabilities
|
|
18.0
|
|
|
Finance lease liabilities
|
|
Current maturities of long-term debt
|
|
8.5
|
|
|
Long-term
|
|
|
|
|
||
Operating lease liabilities
|
|
Other long-term liabilities
|
|
62.3
|
|
|
Finance lease liabilities
|
|
Long-term debt
|
|
12.5
|
|
|
Total
|
|
|
|
$
|
101.3
|
|
|
|
Operating Leases
|
|
Finance Leases
|
||
Weighted-average remaining lease term in years
|
|
7.12
|
|
|
3.10
|
|
Weighted-average discount rate
|
|
5.11
|
%
|
|
3.46
|
%
|
|
|
|
|
Year Ended
|
||
|
|
Location on Income Statement
|
|
December 31, 2019
|
||
Operating lease cost
|
|
Cost of sales
|
|
$
|
8.6
|
|
Operating lease cost
|
|
Selling, general and administrative expenses
|
|
16.3
|
|
|
Finance lease cost
|
|
|
|
|
||
Amortization of leased assets
|
|
Cost of sales
|
|
7.8
|
|
|
Interest on lease liabilities
|
|
Interest expense
|
|
0.6
|
|
|
Sublease income
|
|
Revenues
|
|
(11.5
|
)
|
|
Total
|
|
|
|
$
|
21.8
|
|
|
|
Year Ended
|
||
|
|
December 31, 2019
|
||
Cash paid for lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
24.2
|
|
Operating cash flows from finance leases
|
|
0.6
|
|
|
Financing cash flows from finance leases
|
|
7.9
|
|
|
Non-cash amounts related to right-of-use assets obtained in exchange for lease obligations
|
|
|
||
Operating
|
|
18.3
|
|
|
Finance
|
|
4.4
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
21.2
|
|
|
$
|
9.0
|
|
|
$
|
30.2
|
|
2021
|
|
16.8
|
|
|
6.2
|
|
|
23.0
|
|
|||
2022
|
|
13.7
|
|
|
3.2
|
|
|
16.9
|
|
|||
2023
|
|
10.4
|
|
|
2.3
|
|
|
12.7
|
|
|||
2024
|
|
7.6
|
|
|
1.0
|
|
|
8.6
|
|
|||
Thereafter
|
|
27.2
|
|
|
0.1
|
|
|
27.3
|
|
|||
|
|
96.9
|
|
|
21.8
|
|
|
118.7
|
|
|||
Less: Interest
|
|
(16.6
|
)
|
|
(0.8
|
)
|
|
(17.4
|
)
|
|||
Net
|
|
$
|
80.3
|
|
|
$
|
21.0
|
|
|
$
|
101.3
|
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
Plant and equipment
|
$
|
39.8
|
|
|
$
|
38.7
|
|
Less accumulated amortization
|
(13.5
|
)
|
|
(13.5
|
)
|
||
|
$
|
26.3
|
|
|
$
|
25.2
|
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
$
|
56.9
|
|
|
$
|
51.0
|
|
Current year warranty expense
|
42.1
|
|
|
34.8
|
|
||
Change in estimate related to pre-existing warranties
|
2.5
|
|
|
(0.8
|
)
|
||
Payments made
|
(36.1
|
)
|
|
(27.2
|
)
|
||
Foreign currency effect
|
(0.2
|
)
|
|
(0.9
|
)
|
||
Balance at December 31
|
$
|
65.2
|
|
|
$
|
56.9
|
|
|
|
HYGFS
|
|
Total
|
||||
Total recourse or repurchase obligations
|
|
$
|
144.8
|
|
|
$
|
179.7
|
|
Less: exposure limited for certain dealers
|
|
31.0
|
|
|
31.0
|
|
||
Plus: 7.5% of original loan balance
|
|
11.3
|
|
|
11.3
|
|
||
|
|
125.1
|
|
|
160.0
|
|
||
Incremental obligation related to guarantee to WF
|
|
214.3
|
|
|
214.3
|
|
||
Total exposure related to guarantees
|
|
$
|
339.4
|
|
|
$
|
374.3
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Statement of Operations
|
|
|
|
|
|
||||||
Revenues
|
$
|
424.3
|
|
|
$
|
413.0
|
|
|
$
|
350.3
|
|
Gross profit
|
$
|
127.4
|
|
|
$
|
126.9
|
|
|
$
|
111.9
|
|
Income from continuing operations
|
$
|
37.4
|
|
|
$
|
36.7
|
|
|
$
|
127.2
|
|
Net income
|
$
|
37.4
|
|
|
$
|
36.7
|
|
|
$
|
127.2
|
|
Balance Sheet
|
|
|
|
|
|
||||||
Current assets
|
$
|
123.7
|
|
|
$
|
130.9
|
|
|
|
||
Non-current assets
|
$
|
1,665.2
|
|
|
$
|
1,609.7
|
|
|
|
||
Current liabilities
|
$
|
133.6
|
|
|
$
|
123.5
|
|
|
|
||
Non-current liabilities
|
$
|
1,454.3
|
|
|
$
|
1,431.2
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
HYGFS
|
$
|
22.8
|
|
|
$
|
20.6
|
|
SN
|
43.9
|
|
|
41.3
|
|
||
Bolzoni
|
0.3
|
|
|
0.5
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
HYGFS
|
$
|
4.1
|
|
|
$
|
20.1
|
|
|
$
|
2.4
|
|
SN
|
1.0
|
|
|
2.1
|
|
|
0.4
|
|
|||
|
$
|
5.1
|
|
|
$
|
22.2
|
|
|
$
|
2.8
|
|
|
2019
|
|
2018
|
||||
Loss on equity investment
|
$
|
(1.6
|
)
|
|
$
|
(5.1
|
)
|
|
|
|
|
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)
|
|||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts (B)
|
|
$
|
9.7
|
|
|
$
|
1.2
|
|
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
|
(C)
|
|
$
|
9.7
|
|
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
|
|
(A)
|
Foreign currency translation adjustments and other.
|
(B)
|
Includes allowance of receivables classified as long-term of $4.1 million, $4.3 million and $5.0 million in 2019, 2018 and 2017, respectively.
|
(C)
|
Write-offs, net of recoveries.
|
•
|
any of the lineal descendants of a great grandparent of such holder of our Class B Common, including children adopted before age 18 or any spouse (including a widow or widower) of such lineal descendant (such persons, including such holder of our Class B Common, are hereinafter referred to as such Class B stockholder’s family members);
|
•
|
a trust for the benefit of such Class B stockholder’s family members and certain charitable organizations;
|
•
|
certain charitable organizations established by such Class B stockholder’s family members; and
|
•
|
a corporation whose stockholders, a partnership whose partners or a limited liability company whose members, are made up exclusively of such Class B stockholder’s family members or any trust described in (2) above, but if any share of capital stock of such corporation or its successor, if any partnership interest in such partnership (or any survivor of a merger or consolidation of such a partnership), or any membership interest in such limited liability company (or any survivor of a merger or consolidation of such a limited liability company) is acquired by any person who is not within such class of persons, all shares of our Class B Common then held by such corporation or partnership, as the case may be, will be converted automatically into shares of our Class A Common.
|
•
|
the number of shares within the series;
|
•
|
the designation of the series;
|
•
|
whether the shares have voting powers;
|
•
|
whether the shares are redeemable, the redemption price and the terms of redemption;
|
•
|
whether the shares are entitled to receive dividends, and if so, the dividend rate of the series, the dates of payment of dividends and the dates from which dividends are cumulative, if applicable;
|
•
|
any rights if we dissolve or liquidate;
|
•
|
whether the shares are convertible into, or exchangeable for, any of our other stock, the price or rate of conversion or exchange and the applicable terms and conditions;
|
•
|
the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; and
|
•
|
any other relative, participating, optional or other special powers, preferences or rights and qualifications, limitations or restrictions.
|
•
|
before the interested stockholder’s share acquisition date, the board approved either the business combination or the purchase of shares by the interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in
|
•
|
the transaction is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock, after excluding shares controlled by the interested stockholder.
|
1.
|
Purpose of the Plan
|
2.
|
Effective Date
|
3.
|
Definitions
|
4.
|
Shares and Voluntary Shares
|
5.
|
Amendment, Termination and Adjustments
|
6.
|
Class A Common Stock Subject to Plan
|
7.
|
General Provisions
|
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 South America Ltda.
|
Brazil
|
Bolzoni SpA
|
Italy
|
G2A
|
France (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-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 Lift Trucks Singapore Pte. Ltd.
|
Singapore
|
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%)
|
Maximal Forklift (Zhejiang) Co., Ltd.
|
China (75%)
|
Meyer GmbH
|
Germany
|
Nuvera Fuel Cells, LLC.
|
Delaware
|
Nuvera Fuel Cells (Zhejiang) Company Limited
|
China
|
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 No. 333-231851 pertaining to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan (As Amended and Restated Effective May 17, 2019) 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 No. 333-184710 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;
|
(3)
|
Registration Statement on Form S-8 No. 333-184709 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;
|
(4)
|
Registration Statement on Form S-8 333-184708 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 25, 2020
|
|
|
|
/s/ James B. Bemowski
|
|
February 19, 2020
|
|
James B. Bemowski
|
|
Date
|
|
/s/ J.C. Butler, Jr.
|
|
February 19, 2020
|
|
John C. Butler, Jr.
|
|
Date
|
|
/s/ Carolyn Corvi
|
|
February 19, 2020
|
|
Carolyn Corvi
|
|
Date
|
|
/s/ John P. Jumper
|
|
February 19, 2020
|
|
John P. Jumper
|
|
Date
|
|
/s/ Dennis W. LaBarre
|
|
February 19, 2020
|
|
Dennis W. LaBarre
|
|
Date
|
|
/s/ H. Vincent Poor
|
|
February 19, 2020
|
|
H. Vincent Poor
|
|
Date
|
|
/s/ Claiborne R. Rankin
|
|
February 19, 2020
|
|
Claiborne R. Rankin
|
|
Date
|
|
/s/ Britton T. Taplin
|
|
February 19, 2020
|
|
Britton T. Taplin
|
|
Date
|
|
/s/ David B. H. Williams
|
|
February 19, 2020
|
|
David B. H. Williams
|
|
Date
|
|
/s/ Eugene Wong
|
|
February 19, 2020
|
|
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
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 25, 2020
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/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr.
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Chairman, President and Chief Executive Officer (principal executive officer)
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1.
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I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 25, 2020
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/s/ Kenneth C. Schilling
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Kenneth C. Schilling
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
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Date:
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February 25, 2020
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/s/ Alfred M. Rankin, Jr.
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Alfred M. Rankin, Jr.
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Chairman, President and Chief Executive Officer (principal executive officer)
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Date:
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February 25, 2020
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/s/ Kenneth C. Schilling
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Kenneth C. Schilling
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Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
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