What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-27 · 202 added, 178 removed, 1411 unchanged (21% of the section changed)

11 unchanged sentences

OTHER INFORMATION

None of the Company’s directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934) adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

80 unchanged sentences

11 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2023, Commission File Number 005-87003.

10.15* Thirteenth Amendment to Stockholders' Agreement, dated as of February 12 , 2024, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc.

and the Participating Stockholders is incorporated by reference to Exhibit 43 filed with Amendment No.

12 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 13 , 2024, Commission File Number 005-87003.

10.16* The Hyster-Yale Group, Inc.

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10.22* Hyster-Yale Materials Handling, Inc.

Non-Employee Directors' Equity Compensation Plan (Amended and Restated Effective May 9, 2023) is incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed by the Company on March 29, 2023, Commission File No.

10.23* Hyster-Yale Materials Handling, Inc.

and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2022) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 3, 2022, Commission File Number 000-54799.

10.24* Hyster-Yale Materials Handling, Inc.

and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2023) is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 2, 2023, Commission File Number 000-54799.

10.25* The Hyster-Yale Group, Inc.

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10.33 Amendment to Third Amended and Restated Joint Venture and Shareholders Agreement between Wells Fargo Financial Leasing, Inc.

and Hyster-Yale Group, Inc., dated December 19, 2022.

and Hyster-Yale Group, Inc., dated December 19, 2022 is incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, Commission File Number 000-54799.

10.34 A$ Facility Agreement, dated November 22, 2000, between GE Capital Australia and National Fleet Network Pty Limited is incorporated by reference to Exhibit 10.12 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

11 unchanged sentences

and CitiBank, N.A., as Joint Lead Arrangers and Joint Book Managers and CitiBank, N.A., as Syndication Agent is incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 3, 2021, Commission File Number 000-54799.

10.39 First Amendment to Second Amended and Restated Loan, Security and Guaranty Agreement, dated as of May 25, 2023, among Hyster-Yale Materials Handling, Inc., Bolzoni Auramo, Inc.

and Hyster-Yale Group, Inc., as U.S.

Borrowers, Hyster-Yale Nederland B.V., as the Dutch Borrower, and Hyster-Yale UK Limited, as the UK Borrower, certain Persons party thereto from time to time as Guarantors, certain financial institutions, as Lenders, and Bank of America, N.A., as Administrative Agent and Security Trustee is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 1, 2023, Commission File Number 000-54799.

10.40 Amended and Restated Term Loan Credit Agreement, dated as of May 28, 2021, among Hyster-Yale Group, Inc., as the Borrower, Hyster-Yale Materials Handling, Inc., as Holdings, Bank of America, N.A., as Administrative Agent, and the Other Lenders party thereto is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 3, 2021, Commission File Number 000-54799.

10.41 Conforming Changes Amendment, dated as of June 23, 2023, by Bank of America, N.A., as administrative agent is incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 1, 2023, Commission File Number 000-54799.

10.42 Equity Transfer Agreement, dated December 6, 2017, by and between KNSN Pipe & Pile Company Limited and Hyster-Yale Acquisition Holding LTD Regarding Zhejiang Maximal Forklift Co., LTD.

3 unchanged sentences

(21) Subsidiaries.

21.1 A list of the subsidiaries of the Company is attached hereto.

21.1 A list of the subsidiaries of the Company.

(23) Consents of experts and counsel.

1 unchanged sentence

(24) Powers of Attorney.

24.1 A copy of a power of attorney for James B.

Bemowski is attached hereto.

24.2 A copy of a power of attorney for John C.

is attached hereto.

24.3 A copy of a power of attorney for Carolyn Corvi is attached hereto.

24.4 A copy of a power of attorney for Edward T.

Eliopoulos is attached hereto.

24.5 A copy of a power of attorney for John P.

Jumper is attached hereto.

24.6 A copy of a power of attorney for Dennis W.

LaBarre is attached hereto.

24.7 A copy of a power of attorney for H.

Vincent Poor is attached hereto.

24.8 A copy of a power of attorney for Claiborne R.

Rankin is attached hereto.

24.9 A copy of a power of attorney for Britton T.

Taplin is attached hereto.

24.10 A copy of a power of attorney for David B.

Williams is attached hereto.

24.11 A copy of a power of attorney for Eugene Wong is attached hereto.

24.1 Power of attorney for Colleen R.

24.2 Power of attorney for James B.

24.3 Power of attorney for John C.

24.4 Power of attorney for Carolyn Corvi.

24.5 Power of attorney for Edward T.

24.6 Power of attorney for John P.

24.7 Power of attorney for Dennis W.

24.8 Power of attorney for H.

Vincent Poor.

24.9 Power of attorney for Alfred M.

24.10 Power of attorney for Claiborne R.

24.11 Power of attorney for Britton T.

24.12 Power of attorney for David B.

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

31(i)(1) Certification of Alfred M.

pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.

31(i)(1) Certification of Rajiv K.

Prasad pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

31(i)(2) Certification of Scott A.

Minder pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.

Minder pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

(32) Certifications pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Rajiv K.

Prasad and Scott A.

(97) Policy relating to the recovery of erroneously awarded compensation.

97.1 Hyster-Yale Materials Handling, Inc.

Compensation Clawback Policy.

101.INS Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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February 27, 2024

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

/s/ Alfred M.

Chairman and Chief Executive Officer (principal executive officer), Director February 27, 2023

Minder Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer) February 27, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on February 27, 2024.

Prasad President and Chief Executive Officer (principal executive officer), Director

Minder Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer)

/s/ Jennifer M.

Langer Vice President, Controller and Chief Accounting Officer (principal accounting officer) February 27, 2023

Bemowski Director February 27, 2023

Director February 27, 2023

* Carolyn Corvi Director February 27, 2023

Carolyn Corvi

Eliopoulos Director February 27, 2023

Jumper Director February 27, 2023

LaBarre Director February 27, 2023

Vincent Poor Director February 27, 2023

* Claiborne R.

Rankin Director February 27, 2023

Taplin Director February 27, 2023

Williams Director February 27, 2023

* Eugene Wong Director February 27, 2023

Langer Vice President, Controller and Chief Accounting Officer (principal accounting officer)

Batcheler Director * Dennis W.

LaBarre Director

Batcheler Dennis W.

Bemowski Director * H.

Vincent Poor Director

Director * Alfred M.

* Carolyn Corvi Director * Claiborne R.

Rankin Director

Carolyn Corvi Claiborne R.

Eliopoulos Director * Britton T.

Taplin Director

Eliopoulos Britton T.

Jumper Director * David B.

Williams Director

Jumper David B.

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

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We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc.

and Subsidiaries as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2022, and the related notes listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Hyster-Yale Materials Handling, Inc.

and Subsidiaries (“the Company”) at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.

and subsidiaries (“the Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the

critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Goodwill - Bolzoni

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In particular, the fair value estimate was sensitive to significant assumptions utilized in the discounted cash flow analysis, such as changes in the discount rate applied, revenue growth rates, including the terminal growth rate, and operating margins, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment and forecasting process whereby the Company develops significant assumptions that are used as inputs to the annual goodwill impairment test.

This included controls over management's review of the valuation model and the significant assumptions (e.g., revenue, operating margin and terminal growth rate) used to develop the prospective financial information (PFI).

To test the implied fair value of the Company’s Bolzoni reporting unit, we performed audit procedures that included, among others, assessing the methodologies used and directly testing the significant assumptions and the underlying data used by the Company in its analyses, including assessing the completeness and accuracy of such underlying data.

Valuation of Goodwill - Bolzoni

How We Addressed the Matter in Our Audit We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops significant assumptions that are used as inputs to the annual goodwill impairment test.

This included controls over management's review of the valuation model and the significant assumptions (e.g., discount rate applied, revenue growth rates, operating margin and terminal growth rate) used to develop the prospective financial information (PFI).

To test the estimated fair value of the Company’s Bolzoni reporting unit, we performed audit procedures that included, among others, assessing the methodologies used and directly testing the significant assumptions and the underlying data used by the Company in its analyses, including assessing the completeness and accuracy of such underlying data.

We utilized internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of the discount rate selected by management.

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We assessed the historical accuracy of management’s estimates, and we performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

Furthermore, we assessed the appropriateness of the disclosures in the consolidated financial statements.

Income Taxes - Valuation Allowance

Description of the Matter At December 31, 2023, the Company maintained a valuation allowance for its deferred tax assets in the amount of $126.6 million.

As discussed in Note 6, a valuation allowance is required where realization of its deferred tax assets is determined to no longer meet the "more likely than not" standard.

As a part of this evaluation management considered all available evidence, both positive and negative, and based on the weight of that evidence determined whether a valuation allowance is needed and to what extent.

On the basis of the assessment, the Company continues to record a valuation allowance to reduce the carrying amount of deferred tax assets to an amount that is more likely than not to be realized.

Auditing the Company’s assessment of whether its deferred tax assets are realizable was complex, as determining whether a valuation allowance for the Company’s deferred tax assets was necessary required an extensive analysis of positive and negative evidence regarding the realization of the deferred tax assets and, inherent in that, an assessment of the likelihood of sufficient future taxable income of the appropriate character, which is judgmental in nature.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to assess the realizability of its deferred tax assets, including identifying and weighting the available positive and negative evidence.

With the assistance of our income tax professionals, we considered the weighting of the available positive and negative evidence.

Specifically, we evaluated the type and nature of the Company’s temporary differences, including considering whether the estimated future sources of taxable income were of the appropriate character to utilize the deferred tax assets and assessing the impacts of current tax legislation.

We evaluated the Company’s cumulative loss position for the three-year cumulative period ended December 31, 2023, and considered the impact of unusual or infrequent items.

We evaluated management’s ability to utilize the deferred tax assets through carryback provisions allowable by law within certain jurisdictions or through prudent and feasible tax planning strategies.

We assessed management’s model of estimated future reversals of existing taxable temporary differences.

We evaluated management’s projections of future taxable income, including existing contracts and backlog, as well as any potential circumstances that could adversely affect future operations and profit levels.

In addition, we evaluated the Company’s income tax disclosures related to the matters described above.

/s/ Ernst & Young LLP

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and subsidiaries (“the Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2022 and the related notes listed in the Index at Item 15(a) and our report dated February 27, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023 and the related notes and our report dated February 27, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's report on internal control over financial reporting in Item 9A.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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Other, net 0.2 5.9 ( 1.2 )

27.7 23.3 2.6

Income (Loss) Before Income Taxes 181.0 ( 62.4 ) ( 154.9 )

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Foreign currency translation adjustment 18.7 ( 39.3 ) ( 40.1 )

Current period cash flow hedging activity, net of $ 0.7 tax expense in 2022, net of $ 0.9 tax benefit in 2021 and net of $ 7.3 tax expense in 2020

Current period cash flow hedging activity, net of $ 0.2 tax expense in 2023, net of $ 0.7 tax expense in 2022 and net of $ 0.9 tax benefit in 2021

( 2.2 ) ( 40.0 ) ( 38.8 )

Reclassification of hedging activities into earnings, net of $ 0.8 tax benefit in 2022, net of $ 0.1 tax benefit in 2021 and net of $ 4.0 tax expense in 2020

Reclassification of hedging activities into earnings, net of $ 0.1 tax expense in 2023, net of $ 0.8 tax benefit in 2022 and net of $ 0.1 tax benefit in 2021

30.9 34.3 ( 5.7 )

Current period pension adjustment, net of $ 0.3 tax expense in 2022, net of $ 0.1 tax expense in 2021 and net of $ 3.2 tax benefit in 2020

Current period pension adjustment, net of $ 0.1 tax benefit in 2023, net of $ 0.3 tax expense in 2022 and net of $ 0.1 tax expense in 2021

1.5 ( 3.7 ) 9.8

Reclassification of pension into earnings, net of $ — tax benefit in 2022, net of $ 0.1 tax benefit in 2021 and net of $ 0.9 tax expense in 2020

Reclassification of pension into earnings, net of $ 0.1 tax benefit in 2022, net of $ — tax benefit in 2021 and net of $ 0.1 tax benefit in 2021

Comprehensive Income (Loss) $ 180.0 $ ( 115.5 ) $ ( 252.4 )

46 unchanged sentences

Capital in excess of par value 327.7 297.7

Treasury stock — ( 4.5 )

Retained earnings 256.3 152.7

19 unchanged sentences

Long-lived asset impairment charges — — 10.0

Gain on sale of assets ( 0.2 ) ( 0.4 ) ( 1.5 )

(Gain) loss on the sale of investments 3.7 ( 4.6 ) —

Stock-based compensation 29.3 6.4 4.0

13 unchanged sentences

Proceeds from the sale of assets 1.9 1.3 4.1

Proceeds from the sale of businesses 1.1 — —

Proceeds from the sale of investments 1.1 0.5 15.7

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Stock issued under stock compensation plans — — — 1.5 ( 1.5 ) — — — — — — —

Purchase of treasury stock — — — ( 0.1 ) — — — — — (0.1) — (0.1)

Net income — — — — — 37.1 — — — 37.1 1.4 38.5

Net income (loss) — — — — — ( 173.0 ) — — — ( 173.0 ) ( 10.2 ) ( 183.2 )

Cash dividends — — — — — ( 21.6 ) — — — ( 21.6 ) ( 0.2 ) ( 21.8 )

Current period other comprehensive income (loss) — — — — — — ( 40.1 ) ( 38.8 ) 9.8 ( 69.1 ) — ( 69.1 )

Reclassification adjustment to net income — — — — — — — 11.6 3.9 15.5 — 15.5

Reclassification adjustment to net income (loss) — — — — — — — ( 5.7 ) 5.6 ( 0.1 ) — ( 0.1 )

Foreign currency translation on noncontrolling interest — — — — — — — — — — 2.0 2.0

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Cash dividends — — — — — ( 21.8 ) — — — ( 21.8 ) ( 0.2 ) ( 22.0 )

Accrued dividends 0.5 — — — — — — — — — — —

Current period other comprehensive income (loss) — — — — — — ( 39.3 ) ( 40.0 ) ( 3.7 ) ( 83.0 ) — ( 83.0 )

Reclassification adjustment to net income (loss) — — — — — — — 34.3 4.8 39.1 — 39.1

Acquisition of business — — — — — — — — — — —

Purchase of noncontrolling interest — — — ( 12.8 ) — — — — ( 12.8 ) ( 11.1 ) ( 23.9 )

Reclassification from permanent equity to temporary equity 13.1 — — — ( 6.5 ) — — — — ( 6.5 ) ( 6.6 ) ( 13.1 )

Foreign currency translation on noncontrolling interest 0.1 — — — — — — — — — ( 2.9 ) ( 2.9 )

9 unchanged sentences

Stock issued under stock compensation plans — — — 0.1 ( 0.1 ) — — — — — — —

Purchase of treasury stock — — ( 0.1 ) — — — — — ( 0.1 ) — ( 0.1 )

Net income (loss) 0.7 — — — — 125.9 — — — 125.9 0.6 126.5

4 unchanged sentences

Purchase of noncontrolling interest — — — — 0.8 — — — — 0.8 ( 4.0 ) ( 3.2 )

Sale of noncontrolling interest — — — — — — — — — — ( 0.7 ) ( 0.7 )

Reclassification from permanent equity to temporary equity — — — — — — — — — — — —

10 unchanged sentences

The Company, through its wholly owned operating subsidiary, Hyster-Yale Group, Inc.

("HYG"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster ® and Yale ® brand names, mainly to independent Hyster ® and Yale ® retail dealerships.

Lift trucks and component parts are manufactured in the United States, China, Northern Ireland, Mexico, the Netherlands, Brazil, the Philippines, Italy, Japan and Vietnam.

The sale of service parts represents approximately 15 %, 15 % and 14% of total revenues as reported in 2022, 2021 and 2020, respectively.

("HYG"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, attachments and aftermarket parts marketed globally primarily under the Hyster ® and Yale ® brand names, mainly to independent Hyster ® and Yale ® retail dealerships.

Lift trucks and component parts are manufactured in the United States, Northern Ireland, China, Mexico, the Netherlands, Brazil, the Philippines, Italy, Japan and Vietnam.

The sale of service parts represents approximately 15 % of total revenues as reported in 2023, 2022 and 2021, respectively.

As of December 31, 2023, the Company owned a 90 % majority interest in Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd.

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Hyster-Yale Maximal also designs and produces specialized products in the port equipment and rough terrain forklift markets.

During 2021, the Company signed an Equity Transfer Agreement ("ETA") with Y-C Hongkong Holding Co., Limited (“HK Holding Co”).

In June 2022, the Company purchased 15% of the equity interest of Hyster-Yale Maximal from HK Holding Co for an aggregate purchase price of $25.2 million, which will be paid in annual installments of $8.4 million beginning June 2022 through June 2024.

The Company has an option to purchase HK Holding Co's remaining 10% interest in Hyster-Yale Maximal at any time prior to June 8, 2056 for $16.8 million.

If this option is exercised, the Company will own 100% of the equity interest of Hyster-Yale Maximal.

The Company operates Bolzoni S.p.A.

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From the date of issuance through December 31, 2024 The Company does not expect the guidance to have a material effect on its financial position, results of operations, cash flows and related disclosures.

ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60) The guidance provides a basis of accounting for newly-formed joint venture entities which will recognize and measure assets and liabilities at fair value upon formation.

January 1, 2025 The Company is currently evaluating the guidance and the effect on its financial position, results of operations, cash flows and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280) The guidance provides requirements for new and updated segment disclosures.

December 31, 2024 The Company is currently evaluating the guidance and the effect on its related disclosures.

ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) The guidance provides requirements for new and updated income tax disclosures.

January 1, 2025 The Company is currently evaluating the guidance and the effect on its related disclosures.

NOTE 3— Revenue

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In addition, for certain products, services and customer types, the Company collects payment prior to the transfer of control to the customer.

The increase in customer deposits and billings relates mainly to down payments on customer orders.

Changes in the Company's deferred revenue are as follows:

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The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2023 was 125 million shares and 35 million shares, respectively.

No treasury shares of either class were outstanding at December 31, 2022.

Treasury shares of Class A common stock totaling 61,207 at December 31, 2021 were deducted from shares outstanding.

No treasury shares of either class were outstanding at December 31, 2023 and 2022, respectively.

Stock Compensation:

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Pursuant to the plans, the Company issued 423,596 , 220,114 and 64,058 shares related to the years ended December 31, 2023, 2022 and 2021, respectively.

There were no shares issued related to 2020.

After the issuance of these shares, there will be 292,802 shares of Class A common stock available for issuance under these plans.

Compensation expense related to these share awards was $ 5.5 million ($ 5.5 million net of tax) and $2.6 million ($2.0 million net of tax) for the years ended 2022 and 2021, respectively.

Compensation expense related to these share awards was $ 27.5 million ($ 23.5 million net of tax), $ 5.5 million ($ 5.5 million net of tax) and $ 2.6 million ($ 2.0 million net of tax) for the years ended 2023, 2022 and 2021, respectively.

Compensation expense at the grant date represents fair value based on the market price of the shares of Class A common stock.

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For the year ended December 31, 2022, $ 96,000 of $ 200,000 was paid in restricted shares of Class A common stock.

The non-employee directors' retainer was reduced by 10% from May through December of 2020.

For the year ended December 31, 2021, $ 127,000 of $ 188,000 was paid in restricted shares of Class A common stock.

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Cash dividends per share $ 1.2975 $ 1.2900 $ 1.2850

The table above excludes 0.223 million and 0.074 million of anti-dilutive restricted stock awards related to 2022 and 2021, respectively.

In the table above, 2022 and 2021 exclude 0.223 million and 0.074 million, respectively, of anti-dilutive restricted stock awards.

Restricted stock awards for 2023 are expected to be issued in 2024.

5 unchanged sentences

66.9 ( 22.3 ) ( 7.0 )

$ ( 62.4 ) $ ( 154.9 ) $ 42.2

Total $ 181.0 $ ( 62.4 ) $ ( 154.9 )

Income tax provision

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Total deferred $ ( 1.1 ) $ ( 0.1 ) $ 19.8

$ 9.2 $ 28.3 $ 3.7

Total $ 52.9 $ 9.2 $ 28.3

The Company made income tax payments of $ 53.2 million, $ 13.1 million and $ 11.7 million during 2023, 2022 and 2021, respectively.

7 unchanged sentences

Valuation allowance 12.1 27.5 58.6

rate differences 5.4 10.0 ( 0.3 )

State income taxes 5.8 ( 1.3 ) ( 5.3 )

Nondeductible compensation 4.2 1.4 0.4

Base-erosion and anti-abuse tax 1.4 ( 0.8 ) ( 0.4 )

Unremitted non-U.S.

earnings 0.1 1.2 ( 0.7 )

Tax controversy resolution ( 4.7 ) ( 4.5 ) ( 5.8 )

Non -U.S rate differences 3.2 5.4 10.0

Global intangible low-taxed income 1.7 ( 4.6 ) 5.0

Federal income tax credits ( 4.0 ) ( 1.4 ) ( 2.6 )

Foreign derived intangible income ( 3.4 ) ( 0.3 ) —

Tax controversy resolution ( 3.0 ) ( 4.7 ) ( 4.5 )

Equity interest earnings ( 1.3 ) ( 1.4 ) ( 1.8 )

State income taxes ( 1.3 ) ( 5.3 ) 0.1

Other ( 0.3 ) 0.3 1.8

Base-erosion and anti-abuse tax ( 0.1 ) 1.4 ( 0.8 )

Income tax provision $ 52.9 $ 9.2 $ 28.3

9 unchanged sentences

or outside of the U.S.

This change will have a material impact on the Company's future cash payments for income taxes.

If this legislation is not modified or repealed, the impact will continue over the fifteen year maximum amortization period, but will decrease each year until the end of the fifteen year deferral period.

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

This change has had and will continue to have a material impact on the Company's future cash payments for income taxes.

If this legislation is not modified or repealed, the impact will continue to unfavorably impact cash taxes but decreasingly over time.

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

Deferred tax assets

Tax attribute carryforwards $ 62.5 $ 53.7

Research and development capitalization $ 58.1 $ 32.5

Tax attribute carryforwards 35.6 62.5

Accrued expenses and reserves 13.9 17.3

1 unchanged sentence

Accrued product liability 9.6 6.7

Other employee benefits 6.5 6.1

Inventories 4.1 1.8

4 unchanged sentences

Depreciation and amortization 23.9 23.8

Unremitted earnings 2.3 1.2

Accrued pension benefits 3.5 2.2

Unremitted earnings 1.6 2.3

Total deferred tax liabilities 29.0 28.3

7 unchanged sentences

net operating loss $ 25.5 $ 23.4 2024-Indefinite

net operating loss 17.2 16.4 Indefinite

capital losses 7.5 7.5 Indefinite

State net operating losses and credits 3.9 3.8 2024-Indefinite

Disallowed interest and other 5.7 5.7 2026 - Indefinite

Research and development credit 1.3 1.3 2041 - 2042

Unrecognized tax benefits ( 1.3 ) —

7 unchanged sentences

net operating loss 17.2 16.4 Indefinite

State net operating losses and credits 8.5 8.1 2022 - Indefinite

capital losses 7.3 7.3 Indefinite

State net operating losses and credits 6.7 6.6 2023 - Indefinite

Disallowed interest and other 5.7 5.7 2026 - Indefinite

4 unchanged sentences

A valuation allowance is required where realization is determined to no longer meet the "more likely than not" standard.

The establishment of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the Company from using its loss carryforwards or other deferred tax assets in future periods.

The tax net operating losses attributable to Australia, Brazil, China and the United Kingdom comprise a substantial portion of the non-U.S.

The establishment of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the Company from using its

loss carryforwards or other deferred tax assets in future periods.

The tax net operating losses attributable to Brazil, China and the United Kingdom comprise a substantial portion of the non-U.S.

net operating loss deferred tax assets.

The Australian, Brazilian and United Kingdom net operating losses do not expire under local law, while Chinese losses expire after five years.

The Brazilian and United Kingdom net operating losses do not expire under local law, while Chinese losses expire after five years.

During 2021, the Company recognized a tax charge of $24.8 million, for the establishment of a valuation allowance against the beginning of the year balance of the Company’s U.S.

5 unchanged sentences

During 2023 and 2022, the valuation allowance provided against deferred tax assets increased by $ 4.9 million and $ 27.3 million, respectively.

The change in the total valuation allowance in 2022 and 2021 included a net increase in tax expense of $ 27.4 million and $ 58.6 million, respectively, and a net decrease of $ 0.1 million and a net increase of $ 7.6 million in 2022 and 2021, respectively, recorded directly in equity.

The change in the total valuation allowance in 2023 and 2022 included a net increase in tax expense of $ 12.1 million and $ 27.4 million, respectively, and a net decrease of $ 7.2 million and $ 0.1 million in 2023 and 2022, respectively, recorded directly in equity.

Based upon a review of historical earnings and trends, forecasted earnings and the relevant expiration of carryforwards, the Company believes the valuation allowances provided are appropriate.

At December 31, 2022, the Company had gross net operating loss carryforwards in the U.S.

of $ 82.1 million, U.S.

As of December 31, 2023, the Company had gross net operating loss carryforwards in U.S.

state jurisdictions of $ 16.4 million and non-U.S.

2 unchanged sentences

Approximately $ 3.8 million, $ 5.4 million and $ 8.2 million of these amounts as of December 31, 2023, 2022 and 2021, respectively, relate to permanent items that, if recognized, would impact the reported income tax rate.

In 2020, this amount differed from the gross unrecognized tax benefit presented in the table below due to the increase in U.S.

federal income taxes which would occur upon the recognition of the state tax benefits included herein.

2023 2022 2021

1 unchanged sentence

Additions based on tax positions related to the current year 0.4 0.4 0.7

Additions for tax positions of prior years 0.2 1.2 0.1

Additions (reductions) for tax positions of prior years ( 0.1 ) 0.2 1.2

Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations ( 1.9 ) ( 3.1 ) ( 4.3 )

2 unchanged sentences

The Company records interest and penalties on uncertain tax positions as a component of the income tax provision.

The Company recorded a net decrease of $ 2.2 million, $ 2.1 million and $ 2.3 million during 2022, 2021 and 2020, respectively, in

interest and penalties.

The Company recorded a net decrease of $ 1.4 million, $ 2.2 million and $ 2.1 million during 2023, 2022 and 2021, respectively, in interest and penalties.

As a result of foreign currency translation into U.S.

dollars, the total amount of interest and penalties decreased by $ 0.3 million during 2022, and increased by $0.2 million and $0.4 million during 2021 and 2020, respectively.

dollars, the total amount of interest and penalties decreased by $ 0.3 million during 2022, and increased by $ 0.2 million during 2021.

There was no foreign currency translation impact in 2023.

The total amount of interest and penalties accrued was $ 0.9 million, $ 2.3 million and $ 4.8 million as of December 31, 2023, 2022 and 2021, respectively.

The Company expects the amount of unrecognized tax benefits will change within the next twelve months;

however, the change is not expected to have a significant effect on the Company's financial position or results of operations.

It is reasonably possible the Company will record unrecognized tax benefits, including interest and penalties, within the next twelve months up to $ 1.4 million resulting from the possible expiration of certain statutes of limitation and settlement of audits.

If recognized, the previously unrecognized tax benefits will be recorded as discrete tax benefits in the interim period in which the items are effectively settled.

Approximately $ 2.2 million of the amount that may be recognized in the next twelve months relates to prior business acquisitions, and such amounts will be offset with the pretax reduction of the related indemnity receivable.

The tax returns of the Company and its non-U.S.

6 unchanged sentences

The examination of U.S.

federal tax returns for all years prior to 2019 have been settled with the Internal Revenue Service or otherwise have essentially closed under the applicable statute of limitations.

However, the Company has also filed a protective claim for 2017 in order to preserve its right to a future refund pending the favorable resolution of certain court decisions.

federal tax returns for all years

prior to 2020 have been settled with the Internal Revenue Service or otherwise have essentially closed under the applicable statute of limitations.

However, the Company has filed a protective claim for 2017 in order to preserve its right to a future refund pending the favorable resolution of a U.S.

Supreme Court decision.

The Company is routinely under examination in various state and non-U.S.

22 unchanged sentences

This valuation methodology is Level 2 as defined in the fair value hierarchy.

At December 31, 2022, the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding finance leases, was $ 523.3 million and $ 501.1

million, respectively.

At December 31, 2023, the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding finance leases, was $ 466.7 million and $ 464.0 million, respectively.

At December 31, 2022, the total carrying value and total fair value of revolving credit agreements and long-term debt, excluding finance leases, was $ 523.3 million and $ 501.1 million, respectively.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable and derivatives.

9 unchanged sentences

Changes in the fair value of forward foreign currency exchange contracts that are effective as hedges are recorded in OCI.

Deferred gains or losses are reclassified from OCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in cost of sales.

Deferred gains or losses are reclassified from OCI to the

Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in cost of sales.

The Company periodically enters into foreign currency exchange contracts that do not meet the criteria for hedge accounting.

3 unchanged sentences

Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate.

The Company's interest rate swap agreements and the associated variable rate financings are predominately based upon the one-month LIBOR.

The Company's interest rate swap agreements and the associated variable rate financings are predominately based upon the one-month SOFR.

Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in OCI.

Deferred gains or losses are reclassified from OCI to the unaudited condensed consolidated statements of operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense .

Deferred gains or losses are reclassified from OCI to the consolidated statements of operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense .

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

5 unchanged sentences

The Company held forward foreign currency exchange contracts with a total notional amount of $ 0.9 billion at December 31, 2023, primarily denominated in euros, Japanese yen, U.S.

dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner and Australian dollars.

dollars, Chinese renminbi, British pounds, Swedish kroner, Mexican pesos and Australian dollars.

The Company held forward foreign currency exchange contracts with total notional amounts of $ 0.8 billion at December 31, 2022, primarily denominated in euros, Japanese yen, U.S.

12 unchanged sentences

7.5 22.4 0.51 % 0.18 % Extending to May 2027

The fair value of all interest rate swap agreements was a net asset of $ 16.1 million and a net liability $ 3.2 million at December 31, 2022 and 2021, respectively.

The fair value of all interest rate swap agreements was a net asset of $ 11.9 million and $ 16.1 million at December 31, 2023 and 2022, respectively.

The mark-to-market effect of interest rate swap agreements that are considered effective as hedges has been included in OCI.

7 unchanged sentences

Current Prepaid expenses and other $ 5.6 $ 5.9 Prepaid expenses and other $ — $ —

Current Other current liabilities — 0.3 Other current liabilities — 2.2

Long-term Other non-current assets 6.3 10.2 Other non-current assets — —

Long-term Other long-term liabilities — 0.6 Other long-term liabilities — 1.9

Foreign currency exchange contracts

Current Other current liabilities 2.6 3.6 Other current liabilities 32.1 17.0

Current Prepaid expenses and other 1.2 — Prepaid expenses and other 1.4 —

Other current liabilities 7.2 2.6 Other current liabilities 22.2 32.1

Long-Term Other non-current assets 2.7 0.7 Other non-current assets 0.5 0.3

4 unchanged sentences

Foreign currency exchange contracts

Current Other current liabilities $ 4.9 $ 1.1 Other current liabilities $ 3.0 $ 2.2

Current Prepaid expenses and other $ 1.1 $ — Prepaid expenses and other $ 0.6 $ —

Other current liabilities 2.3 4.9 Other current liabilities 1.6 3.0

Total derivatives not designated as hedging instruments $ 3.4 $ 4.9 $ 2.2 $ 3.0

43 unchanged sentences

All other eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans.

During 2022, 2021 and 2020, the Company recognized a settlement loss of $ 1.8 million, $ 1.1 million and $1.2 million, respectively, resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S.

During 2022 and 2021, the Company recognized a settlement loss of $ 1.8 million and $ 1.1 million, respectively, resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for its U.S.

pension plan.

5 unchanged sentences

Cash balance interest crediting rate 3.50 %- 5.73 %

1.39 %- 3.50 %

Weighted average discount rates 3.08 %- 4.50 %

25 unchanged sentences

United States Plans

Current year actuarial loss $ 4.5 $ 0.2 $ 0.7

Current year actuarial (gain) loss $ ( 1.2 ) $ 4.5 $ 0.2

Amortization of actuarial loss ( 2.1 ) ( 1.9 ) ( 2.0 )

19 unchanged sentences

Accumulated benefit obligation at end of year $ 48.3 $ 124.0 $ 50.1 $ 116.6

Plans Non-U.S.

Change in plan assets

76 unchanged sentences

Total costs, including Company contributions, for these plans were $ 33.5 million, $ 21.0 million and $ 17.1 million in 2023, 2022 and 2021, respectively.

Company contributions to these plans were suspended from May through December of 2020.

NOTE 10— Inventories

5 unchanged sentences

Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs.

During 2021, Nuvera reduced its inventory by $16.1 million to its estimated net realizable value, which is recorded in “Cost of Sales” in the Consolidated Statements of Operations.

During 2021, Nuvera reduced its inventory by $ 16.1 million to its estimated net realizable value during 2021, which is recorded in “Cost of Sales” in the Consolidated Statements of Operations.

Refer to Note 11 for further discussion of the factors related to this adjustment.

14 unchanged sentences

Upon identification of indicators of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets or liabilities.

The asset group would be considered impaired

when the estimated future undiscounted cash flows generated by the asset group are less than carrying value.

The asset group would be considered impaired when the estimated future undiscounted cash flows generated by the asset group are less than carrying value.

If the carrying value of an asset group is considered impaired, an impairment charge is recorded for the amount that the carrying value of the asset group exceeds its fair value.

31 unchanged sentences

In addition, the timeframe for the expected easing of these factors impacted the Company's near and long-term forecasts.

Accordingly, in

connection with the preparation of its 2021 financial statements, the Company conducted an interim goodwill impairment test as of December 31, 2021 for the JAPIC and Bolzoni reporting units.

Accordingly, in connection with the preparation of its 2021 financial statements, the Company conducted an interim goodwill impairment test as of December 31, 2021 for the JAPIC and Bolzoni reporting units.

As a result, the Company recognized a $ 55.6 million goodwill impairment charge for the JAPIC reporting unit in the fourth quarter of 2021, of which $ 11.7 million was attributable to the noncontrolling interest.

2 unchanged sentences

Carrying Amount of Goodwill

Americas EMEA JAPIC Bolzoni Total

Americas EMEA Bolzoni Total

Balance at January 1, 2022 $ 1.7 $ 1.0 $ 53.8 $ 56.5

Impairment — — ( 55.6 ) — ( 55.6 )

Disposals — — ( 1.7 ) ( 1.7 )

Foreign currency translation — — ( 3.5 ) ( 3.5 )

Balance at December 31, 2022 $ 1.7 $ 1.0 $ 48.6 $ 51.3

Disposals — — — ( 1.7 ) ( 1.7 )

Foreign currency translation — — 2.0 2.0

2 unchanged sentences

Fair values used in testing for potential impairment of the trademarks are calculated by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize those assets.

The assumed cash flows from this calculation are discounted using Bolzoni’s weighted average cost of capital.

The assumed cash flows from this calculation are discounted using Bolzoni’s weighted

average cost of capital.

The Company completed the annual testing of impairment as of May 1, 2023.

43 unchanged sentences

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

Thereafter 210.4

Interest paid on total debt was $ 36.4 million, $ 26.6 million and $ 14.5 million during 2023, 2022 and 2021, respectively.

The Company has a $ 320.8 million secured, floating-rate revolving credit facility (the "Facility") that expires in June 2026 and a $ 225.0 million term loan (the "Term Loan"), which matures in May 2028.

On May 25, 2023, the Company entered into an amendment of the Facility.

As a result of the amendment, among other items, (i) a tranche of revolving loans with aggregate commitments of $ 25.0 million (the "FILO Commitments") was established under the Facility and (ii) the benchmark interest rate for U.S.

dollar-denominated borrowings under the Facility changed from LIBOR to Term SOFR, each as defined in the Facility.

The FILO Commitments will terminate on May 1, 2024 unless otherwise terminated prior to such date by the Company in accordance with the terms of the Facility.

Commencing December 1, 2023, the FILO Commitments amortize on a monthly basis in the amount of $4.2 million per month.

Loans under the FILO Commitments ("FILO Loans") bear interest at a floating rate, which can be a base rate or Term SOFR, plus an applicable margin.

The applicable margins for FILO Loans are 2.25% for base rate loans and 3.25% for Term SOFR loans.

Subsequent to the amendment, existing U.S.

Loans (as defined in the Facility) were reallocated to the FILO Commitment.

As a result of such reallocation, the FILO Commitment was fully utilized as of the closing of such amendment.

After giving effect to the amendment, the Facility consists of a domestic revolving credit facility in the amount of $ 210.0 million, a foreign revolving credit facility in the amount of $ 90.0 million and the FILO Commitments in the original amount of $ 25.0 million, which was $ 20.8 million at December 31, 2023 after giving effect to amortization.

The Facility can be increased up to $400.0 million over the term of the Facility in minimum increments of $10.0 million, subject to approval by the lenders.

The obligations under the Facility are generally secured by a first priority lien on working capital assets of the borrowers and guarantors in the Facility, which includes but is not limited to cash and cash equivalents, accounts receivable and inventory, and a second priority lien on the present and future shares of capital stock, fixtures and general intangibles consisting of intellectual property.

The obligations under the Facility are generally secured by a first priority lien on working

capital assets of the borrowers and guarantors in the Facility, which includes but is not limited to cash and cash equivalents, accounts receivable and inventory, and a second priority lien on the present and future shares of capital stock, fixtures and general intangibles consisting of intellectual property.

The approximate book value of assets held as collateral under the Facility was $ 1.2 billion as of December 31, 2023.

4 unchanged sentences

Key terms of the Facility as of December 31, 2023 were as follows:

US borrowing capacity $ 210.0

borrowing capacity $ 230.8

borrowing capacity 90.0

Outstanding 78.1

1 unchanged sentence

Availability $ 236.0

FILO LOANS LOANS OTHER THAN FILO LOANS

Applicable margins, as defined in agreement

base rate loans 2.25 %

LIBOR, EURIBOR and foreign base rate loans 1.25 %- 1.75 %

0.25 % to 0.75 %

SOFR, EURIBOR and non-U.S.

base rate loans 3.25 %

1.25 % to 1.75 %

SOFR adjustment, as defined in agreement 0.10 %

Applicable margins, for amounts outstanding

base rate and LIBOR loans 0.50 %;

base rate and LIBOR loans 1.50 %

base rate loans — 0.50 %

SOFR loans 3.25 %

base rate loans — 1.50 %

Applicable interest rate, for amounts outstanding

base rate — 9.00 %

EURIBOR 3.88 %

SOFR 8.69 % 6.95 %

Facility fee, per annum on unused commitment — 0.25 %

The Term Loan requires quarterly principal payments on the last day of each March, June, September and December commencing September 30, 2021 in an amount equal to $562,500 and the final principal repayment is due in May 2028.

The Term Loan was amended in the second quarter of 2023 for the purpose of changing the benchmark interest rate for borrowings under the Term Loan from LIBOR to Term SOFR, each as defined in the Term Loan.

The Term Loan requires quarterly principal payments on the last day of each March, June, September and December, which commenced September 30, 2021, in an amount equal to $562,500 and the final principal repayment is due in May 2028.

The Company may also be required to make mandatory prepayments, in certain circumstances, as provided in the Term Loan.

The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on working capital assets of the borrowers of the Facility, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.

The obligations under the Term Loan are generally secured by a first priority lien on the present and future shares of capital stock, U.S.

material real property, fixtures and general intangibles consisting of intellectual property and a second priority lien on U.S.

working capital assets of the borrowers and guarantors of the Term Loan, which includes, but is not limited to cash and cash equivalents, accounts receivable and inventory.

The approximate book value of assets held as collateral under the Term Loan was $ 780 million as of December 31, 2023.

8 unchanged sentences

base rate loans 2.50 %

Eurodollar 3.50 %

Eurodollar floor 0.50 %

SOFR adjustment, as defined in the agreement 0.11 %

SOFR floor 0.50 %

Applicable interest rate, for amounts outstanding 8.97 %

The Company incurred fees of $ 7.6 million in 2021.

The Company incurred fees of $ 0.8 million and $ 7.6 million in 2023 and 2021, respectively.

These fees related to amending the Facility and the Term Loan.

These fees were deferred and are being amortized as interest expense over the term of the applicable debt agreements.

No fees were incurred in 2022 or 2020.

No fees were incurred in 2022.

Fees related to the Term Loan are presented as a direct deduction of the corresponding debt.

92 unchanged sentences

Although the ultimate disposition of these proceedings is not presently determinable, management believes, after consultation with its legal counsel, that the likelihood is remote that costs will be incurred materially in excess of accruals already recognized.

The Company previously filed lawsuits in Brazil to recover certain social integration and social contribution taxes paid on gross sales, including the ICMS, which is a form of state value added tax.

During the course of the lawsuit, many other taxpayers filed lawsuits with the same objective.

Due to the increasing number of lawsuits filed, the Federal Supreme Court ("STF") declared that all ongoing legal cases should have their decision suspended until the STF decides on the matter, a decision that was expected to apply to all cases on this topic.

In 2019, the Company's legal advisors in Brazil notified the Company that they received judicial notification that the STF had issued a favorable decision in the case granting the Company the right to recover, by offsetting federal tax liabilities, amounts of overpayments collected by the government from 1999 to the present date.

The judicial court decision was final and not subject to appeals.

The estimate of the refund calculated on a gross basis was approximately 110 million Brazilian reais.

Despite the favorable decision of the STF, the Brazilian tax authorities sought clarification in the same main lawsuit on certain issues, including the value of these credits (i.e., the gross rate or the net credit value), and certain other issues that could have affected the Brazilian taxpayers' rights with respect to these credits, all of which could have materially impacted the realization of the credits.

During 2021, the STF ruled in favor of taxpayers that the refund should be calculated on a gross basis.

The amount and ultimate timing of realization of these recoveries was dependent upon administrative approvals, generation of federal tax liabilities in Brazil eligible for offset and potential impacts of future legislative actions within Brazil, all of which were uncertain.

During 2021, the Company sold these credits at a discount and recorded approximately $ 8.5 million of income related to these credits in “Cost of Sales” in the Consolidated Statements of Operations.

NOTE 17— Guarantees

4 unchanged sentences

The Company generally retains a security interest in the related assets financed such that, in the event the Company would become obligated under the terms of the recourse or repurchase obligations, the Company would take title to the assets financed.

The fair value of collateral held at December 31, 2022 was approximately $ 192.2 million based on Company estimates.

The fair value of collateral held at December 31, 2023 was

approximately $ 217.8 million based on Company estimates.

The Company estimates the fair value of the collateral using information regarding the original sales price, the current age of the equipment and general market conditions that influence the value of both new and used lift trucks.

15 unchanged sentences

HYGFS has not defaulted under the terms of this debt financing in the past, and although there can be no assurances, the Company is not aware of any circumstances that would cause HYGFS to default in future periods.

The following table includes the exposure amounts related to the Company's guarantees at December 31, 2022:

Total recourse or repurchase obligations $ 116.5 $ 133.2

exposure limited for certain dealers 29.5 29.5

7.5% of original loan balance 11.7 11.7

Incremental obligation related to guarantee to WF 215.4 215.4

Total exposure related to guarantees $ 314.1 $ 330.8

NOTE 18— Debt and Equity Investments and Related-Party Transactions

7 unchanged sentences

HYGFS provides debt financing to dealers and lease financing to both dealers and customers.

HYGFS’ total purchases of Hyster ® and Yale ® lift trucks from

dealers, and directly from the Company such that HYGFS could provide retail lease financing to customers for the years ended December 31, 2022, 2021 and 2020 were $ 449.8 million, $ 346.1 million and $ 452.9 million, respectively.

HYGFS’ total purchases of Hyster ® and Yale ® lift trucks from dealers, and directly from the Company such that HYGFS could provide retail lease financing to customers for the years ended December 31, 2023, 2022 and 2021 were $ 527.5 million, $ 449.8 million and $ 346.1 million, respectively.

Of these amounts, $ 78.9 million, $ 75.6 million and $ 66.7 million for the years ended December 31, 2023, 2022 and 2021, respectively, were invoiced directly from the Company to HYGFS so that the customer could obtain operating lease financing from HYGFS.

18 unchanged sentences

Amounts payable to SN at December 31, 2023 and 2022 were $ 6.7 million and $ 21.6 million, respectively.

The Company recognized income of $ 0.3 million, $ 0.4 million and $ 0.3 million for payments from SN for use of technology developed by the Company which is included in “Revenues” in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company recognized income of $ 0.4 million, $ 0.3 million and $ 0.4 million from SN for use of technology developed by the Company which is included in “Revenues” in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, respectively.

Summarized unaudited financial information for equity investments is as follows:

17 unchanged sentences

HYGFS $ 10.5 $ 14.9 $ 5.1

SN 0.7 0.4 0.9

$ 10.5 $ 15.6 $ 5.5

4 unchanged sentences

The Company's investment was $ 0.8 million at each of December 31, 2023 and December 31, 2022.

The Company recorded $ 1.3 million of accrued dividend income related to this investment in 2020.

The Company has an equity investment in a third party valued using a quoted market price in an active market, or Level 1 in the fair value hierarchy.

The Company's investment as of December 31, 2022 and December 31, 2021 was $ 0.5 million and $ 1.7 million, respectively.

Any gain or loss on the investment is included on the line "Other, net" in the "Other (income) expense" section of the Consolidated Statements of Operations for the years ended December 31, as follows:

During the fourth quarter of 2023, the Company sold its equity investment in a third party for $ 1.1 million which is included on the line "Proceeds from the sale of investments" in the Consolidated Statements of Cash Flows for the year ended December 31, 2023.

The Company's investment as of December 31, 2022 was $ 0.5 million.

Any gain or loss on the investment prior to the sale is included on the line "Other, net" in the "Other (income) expense" section of the Consolidated Statements of Operations for the years ended December 31, as follows:

2023 2022 2021

Loss on equity investment $ ( 1.0 ) $ ( 0.2 ) $ ( 0.5 )

Gain (loss) on equity investment $ 0.5 $ ( 1.0 ) $ ( 0.2 )

NOTE 19— Maximal Equity Transfer Agreement

During 2021, the Company signed an ETA with HK Holding Co.

In June 2022, the Company purchased 15 % of the equity interest of Hyster-Yale Maximal from HK Holding Co for an aggregate purchase price of $ 25.2 million, which will be paid in annual installments of $ 8.4 million beginning in June 2022 through June 2024.

During 2021, the Company signed an Equity Transfer Agreement ("ETA") with Y-C Hongkong Holding Co., Limited (“HK Holding Co”).

In June 2022, the Company purchased 15 % of the equity interest of Hyster-Yale Maximal from HK Holding Co

for an aggregate purchase price of $ 25.2 million, which will be paid in annual installments of $ 8.4 million beginning in June 2022 through June 2024.

The Company has an option to purchase HK Holding Co's remaining 10% interest in Hyster-Yale Maximal at any time prior to June 8, 2056 for $ 16.8 million.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures