HYSTER-YALE, INC. 10-K

Item 9A . CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of the Company's management, including the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company's disclosure controls and procedures were effective. Management's report on internal control over financial reporting: Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation under the framework in Internal Control — Integrated Framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023. The Company's effectiveness of internal control over financial reporting has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference. Changes in internal control: During the fourth quarter of 2023, there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B . OTHER INFORMATION None 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. Item 9C . DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 29 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required by this Item 10 of Part III will be included in the 2024 Proxy Statement, which information is incorporated herein by reference. Information regarding the executive officers of the Company is included in this Annual Report on Form 10-K as Item 4A of Part I as permitted by the Instruction to Item 401 of Regulation S-K. The Company has adopted a code of ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer and controller, or other persons performing similar functions. The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under “Corporate Governance.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K. Information on the Company's website is not incorporated by reference in, and does not form part of, this Annual Report on Form 10-K. Item 11. EXECUTIVE COMPENSATION Information required by this Item 11 of Part III will be included in the 2024 Proxy Statement, which information is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this Item 12 of Part III will be included in the 2024 Proxy Statement, which information is incorporated herein by reference. Equity Compensation Plan Information The following table sets forth information as of December 31, 2023 with respect to our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance, aggregated as follows: Plan Category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) Class A Shares: (a) (b) (c) Equity compensation plans approved by security holders — N/A 889,400 Equity compensation plans not approved by security holders — N/A — Total — N/A 889,400 Class B Shares: Equity compensation plans approved by security holders — N/A — Equity compensation plans not approved by security holders — N/A — Total — N/A — Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this Item 13 of Part III will be included in the 2024 Proxy Statement, which information is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by this Item 14 of Part III will be included in the 2024 Proxy Statement, which information is incorporated herein by reference. PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) The response to Item 15(a)(1) is set forth beginning at page F-1 of this Annual Report on Form 10-K. (a) (3) Listing of Exhibits — See the exhibit index beginning at page 31 of this Annual Report on Form 10-K. (b) The response to Item 15(b) is set forth beginning at page 31 of this Annual Report on Form 10-K. 30 Table of Contents EXHIBIT INDEX (3) Articles of Incorporation and By-laws. 3.1(i) Second Amended and Restated Certificate of Incorporation of Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 3.1 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388. 3.1(ii) Amended and Restated By-laws of Hyster-Yale Materials Handling, Inc. are incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, dated February 17, 2015, Commission File No. 000-54799. (4) Instruments defining the rights of security holders, including indentures. 4.1 Specimen of Hyster-Yale Materials Handling, Inc. Class A Common Stock certificate is incorporated by reference to Exhibit 4.1 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388. 4.2 Specimen of Hyster-Yale Materials Handling, Inc. Class B Common Stock certificate is incorporated by reference to Exhibit 4.2 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388. 4.3 Description of Securities is incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K, filed by the Company on February 25, 2020, Commission File Number 000-54799. (10) Material Contracts. 10.1 Tax Allocation Agreement, dated September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646. 10.2 Stockholders' Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale Materials Handling, Inc. and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646. 10.3 First Amendment to Stockholders' Agreement, dated as of December 31, 2012, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799. 10.4 Second Amendment to Stockholders' Agreement, dated as of January 18, 2013, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799. 10.5 Third Amendment to Stockholders' Agreement, dated as of March 27, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on April 29, 2015, Commission File Number 000-54799. 10.6 Fourth Amendment to Stockholders' Agreement, dated as of December 29, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10 filed with Amendment No. 4 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 16, 2016, Commission File Number 005-87003. 10.7 Fifth Amendment to Stockholders' Agreement, dated as of December 2, 2016, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit No. 11 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001. 10.8 Sixth Amendment to Stockholders' Agreement, dated as of December 22, 2016, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit No. 12 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001. 10.9 Seventh Amendment to Stockholders' Agreement, dated as of February 6, 2017, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on May 2, 2017, Commission File Number 000-54799. 10.10 Eighth Amendment to Stockholders' Agreement, dated as of October 30, 2018, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K, filed by the Company on February 26, 2019, Commission File Number 000-54799. 10.11 Ninth Amendment to Stockholders' Agreement, dated as of December 5, 2019, 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 28 filed with Amendment No. 8 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 13, 2020, Commission File Number 005-38001. 10.12 Tenth Amendment to Stockholders' Agreement, dated as of December 31, 2020, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholders 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 30 filed with Amendment No. 9 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 12, 2021, Commission File Number 005-38001. 31 Table of Contents 10.13 Eleventh Amendment to Stockholders' Agreement, dated as of December 7, 2021, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholders 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 4.15 to the Company's Registration Statement on Form S-8, dated February 1, 2022, Commission File Number 333-262448. 10.14 Twelfth Amendment to Stockholders' Agreement, dated as of December 12, 2022, 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 41 filed with Amendment No. 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. Executive Excess Retirement Plan (Effective as of January 1, 2016) is incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K, filed by the Company on February 28, 2017, Commission File Number 000-54799. 10.17* Amendment No. 1 to the Hyster-Yale Group, Inc. Executive Excess Retirement Plan (As Amended and Restated as of January 1, 2016) is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated April 30, 2020, Commission File Number 000-54799. 10.18* Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan, is incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Form DEF 14A, filed by the Company on March 31, 2020, Commission File Number 000-54799. 10.19* Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.67 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388. 10.20* Form Award Agreement for the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.68 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388. 10.21* Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan (Amended and Restated Effective May 17, 2019) is incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K, filed by the Company on February 25, 2020, Commission File Number 000-54799. 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. 000-54799. 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. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2016) is incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K, filed by the Company on February 28, 2017, Commission File Number 000-54799. 10.26* The Hyster-Yale Group Inc. Annual Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2016) is incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K, filed by the Company on February 28, 2017, Commission File Number 000-54799. 10.27* Hyster-Yale Group, Inc. Excess Retirement Plan (Amended and Restated Effective January 1, 2016) is incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K, filed by the Company on February 17, 2016, Commission File Number 000-54799. 10.28* Amendment No. 1 to the Hyster-Yale Group, Inc. Excess Retirement Plan (As Amended and Restated as of January 1, 2016) is incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K, filed by the Company on February 26, 2019, Commission File Number 000-54799. 10.29* Amendment No. 2 to the Hyster-Yale Group, Inc. Executive Excess Retirement Plan (As Amended and Restated as of January 1, 2016) is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated January 21, 2021, Commission File Number 000-54799. 10.30* Offer Letter, dated August 1, 2022, between Scott A. Minder and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on November 1, 2022, Commission File Number 000-54799. 10.31 Equity joint venture contract, dated November 27, 1997, between Shanghai Perfect Jinqiao United Development Company Ltd., People’s Republic of China, NACCO Materials Handling Group, Inc., USA, and Sumitomo-Yale Company Ltd., Japan is incorporated by reference to Exhibit 10.3 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248. 10.32 Third Amended and Restated Joint Venture and Shareholders Agreement between Wells Fargo Financial Leasing, Inc. and Hyster-Yale Group, Inc., dated September 17, 2018 is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, Commission File Number 000-54799. 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 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. 10.35 Second Amended and Restated Recourse and Indemnity Agreement, dated September 17, 2018, by and between Wells Fargo Financial Leasing, Inc., HYG Financial Services, Inc, and Hyster-Yale Group, Inc. is incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, Commission File Number 000-54799. 10.36 First Amended and Restated Guarantee Agreement, dated September 17, 2018, by Hyster-Yale Materials Handling, Inc. in favor of Wells Fargo Financial Leasing, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, Commission File Number 000-54799. 32 Table of Contents 10.37 First Amended and Restated Guarantee Agreement, dated September 17, 2018, by Hyster-Yale Group, Inc. in favor of Wells Fargo Financial Leasing, Inc. is incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, Commission File Number 000-54799. 10.38 Second Amended and Restated Loan, Security and Guaranty Agreement, dated as of June 24, 2021, among Hyster-Yale Materials Handling, Inc., Bolzoni Auramo, Inc. and Hyster-Yale Group, Inc., as U.S. Borrowers, Hyster-Yale Nederland B.V., as a Dutch Borrower, Hyster-Yale UK Limited, as a UK Borrower, any other Borrowers party thereto from time to time and certain Persons party thereto from time to time as Guarantors, certain financial institutions, as Lenders, Bank of America, N.A., as Administrative Agent and Security Trustee, BOFA Securities, Inc. 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. is incorporated by reference to Exhibit 10.57 to the Company's Annual Report on Form 10-K, filed by the Company on February 27, 2018, Commission File Number 000-54799. 10.43 Equity Transfer Agreement between Y-C HongKong Holding Co., Limited and Hyster-Yale Acquisition Holding LTD regarding Hyster-Yale Maximal Forklift (Zhejiang) Co., Ltd. dated May 26, 2021 is incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 3, 2021, Commission File Number 000-54799. (21) Subsidiaries. 21.1 A list of the subsidiaries of the Company. (23) Consents of experts and counsel. 23.1 Consent of Ernst & Young LLP. (24) Powers of Attorney. 24.1 Power of attorney for Colleen R. Batcheler. 24.2 Power of attorney for James B. Bemowski. 24.3 Power of attorney for John C. Butler Jr. 24.4 Power of attorney for Carolyn Corvi. 24.5 Power of attorney for Edward T. Eliopoulos. 24.6 Power of attorney for John P. Jumper. 24.7 Power of attorney for Dennis W. LaBarre. 24.8 Power of attorney for H. Vincent Poor. 24.9 Power of attorney for Alfred M. Rankin, Jr. 24.10 Power of attorney for Claiborne R. Rankin. 24.11 Power of attorney for Britton T. Taplin. 24.12 Power of attorney for David B. H. Williams. (31) Rule 13a-14(a)/15d-14(a) Certifications. 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. (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 Rajiv K. Prasad and Scott A. Minder. (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. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this Annual Report on Form 10-K. Item 16. FORM 10-K SUMMARY None 33 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hyster-Yale Materials Handling, Inc. By: /s/ Jennifer M. Langer Jennifer M. Langer Vice President, Controller and Chief Accounting Officer (principal accounting officer) 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 on February 27, 2024. /s/ Rajiv K. Prasad President and Chief Executive Officer (principal executive officer), Director Rajiv K. Prasad /s/ Scott A. Minder Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer) Scott A. Minder /s/ Jennifer M. Langer Vice President, Controller and Chief Accounting Officer (principal accounting officer) Jennifer M. Langer * Colleen R. Batcheler Director * Dennis W. LaBarre Director Colleen R. Batcheler Dennis W. LaBarre * James B. Bemowski Director * H. Vincent Poor Director James B. Bemowski H. Vincent Poor * J.C. Butler, Jr. Director * Alfred M. Rankin, Jr. Director J.C. Butler, Jr. Alfred M. Rankin, Jr. * Carolyn Corvi Director * Claiborne R. Rankin Director Carolyn Corvi Claiborne R. Rankin * Edward T. Eliopoulos Director * Britton T. Taplin Director Edward T. Eliopoulos Britton T. Taplin * John P. Jumper Director * David B. H. Williams Director John P. Jumper David B. H. Williams * Scott A. 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. /s/ Scott A. Minder February 27, 2024 Scott A. Minder, Attorney-in-Fact 34 Table of Contents ANNUAL REPORT ON FORM 10-K ITEM 8 AND ITEM 15(a)(1) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LIST OF FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2023 HYSTER-YALE MATERIALS HANDLING, INC. CLEVELAND, OHIO F-1 Table of Contents FORM 10-K ITEM 15(a)(1) HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS The following consolidated financial statements of Hyster-Yale Materials Handling, Inc. and Subsidiaries are incorporated by reference in Item 8: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm — For each of the three years in the period ended December 31, 2023 F- 3 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm on Internal Control over Financial Reporting — as of December 31, 2023 F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Income (Loss) F- 7 Consolidated Balance Sheets F- 8 Consolidated Statements of Cash Flows F- 9 Consolidated Statements of Equity F- 10 Notes to Consolidated Financial Statements. F- 12 All schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted. Ernst & Young LLP [PCAOB ID: 42 ] F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Hyster-Yale Materials Handling, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc. 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. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 Description of the Matter At December 31, 2023, the Company’s goodwill balance associated with Bolzoni was $50.6 million. As discussed in Note 12, Goodwill and Intangible Assets, to the consolidated financial statements, the Company evaluates the carrying amount of goodwill for impairment annually as of May 1st and between annual evaluations if changes in circumstances or the occurrence of certain events indicate potential impairment. The Company applied a quantitative assessment for all material reporting units in fiscal 2023. As part of the quantitative approach, the Company estimates the fair value of the reporting unit using a discounted cash flow approach from the perspective of a market participant and comparable market values for similar businesses. Significant estimates within the discounted cash flow analysis include cash flow forecasts, the discount rate and the terminal business value. Auditing management’s annual goodwill impairment assessment was complex and highly judgmental due to the significant estimation required to determine the fair value of the Bolzoni reporting unit utilizing the discounted cash flow analysis. 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. F-3 Table of Contents 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. We compared the significant assumptions used by management to current industry and economic trends, historical performance, guideline public companies in the same industry and strategic plans. 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. 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 We have served as the Company’s auditor since 2002. Cleveland, Ohio February 27, 2024 F-4 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Hyster-Yale Materials Handling, Inc. Opinion on Internal Control Over Financial Reporting We have audited Hyster-Yale Materials Handling, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Hyster-Yale Materials Handling, Inc. 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, 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. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Cleveland, Ohio February 27, 2024 F-5 Table of Contents HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31 2023 2022 2021 (In millions, except per share data) Revenues $ 4,118.3 $ 3,548.3 $ 3,075.7 Cost of sales 3,332.7 3,114.4 2,712.3 Gross Profit 785.6 433.9 363.4 Operating Expenses Selling, general and administrative expenses 576.9 473.0 450.1 Impairment loss — — 65.6 576.9 473.0 515.7 Operating Profit (Loss) 208.7 ( 39.1 ) ( 152.3 ) Other (income) expense Interest expense 37.3 28.4 15.5 Income from unconsolidated affiliates ( 9.8 ) ( 11.0 ) ( 11.7 ) 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 ) Income tax provision 52.9 9.2 28.3 Net Income (Loss) 128.1 ( 71.6 ) ( 183.2 ) Net (income) loss attributable to noncontrolling interest ( 0.6 ) ( 1.5 ) 10.2 Net income attributable to redeemable noncontrolling interests ( 0.7 ) ( 0.5 ) — Accrued dividend to redeemable noncontrolling interests ( 0.9 ) ( 0.5 ) — Net Income (Loss) Attributable to Stockholders $ 125.9 $ ( 74.1 ) $ ( 173.0 ) Basic Earnings (Loss) per Share Attributable to Stockholders $ 7.35 $ ( 4.38 ) $ ( 10.29 ) Diluted Earnings (Loss) per Share Attributable to Stockholders $ 7.24 $ ( 4.38 ) $ ( 10.29 ) See Notes to Consolidated Financial Statements. F-6 Table of Contents HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31 2023 2022 2021 (In millions) Net Income (Loss) $ 128.1 $ ( 71.6 ) $ ( 183.2 ) Other comprehensive income (loss) Foreign currency translation adjustment 18.7 ( 39.3 ) ( 40.1 ) 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 $ 0.1 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 $ 0.1 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 $ 0.1 tax benefit in 2022, net of $ — tax benefit in 2021 and net of $ 0.1 tax benefit in 2021 3.0 4.8 5.6 Comprehensive Income (Loss) $ 180.0 $ ( 115.5 ) $ ( 252.4 ) Other comprehensive income (loss) attributable to noncontrolling interests Net (income) loss attributable to noncontrolling interest ( 0.6 ) ( 1.5 ) 10.2 Net income attributable to redeemable noncontrolling interests ( 0.7 ) ( 0.5 ) — Accrued dividend to noncontrolling interest ( 0.9 ) ( 0.5 ) — Foreign currency translation adjustment attributable to noncontrolling interests — 2.8 ( 2.0 ) Comprehensive Income (Loss) Attributable to Stockholders $ 177.8 $ ( 115.2 ) $ ( 244.2 ) See Notes to Consolidated Financial Statements. F-7 Table of Contents HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31 2023 2022 (In millions, except share data) ASSETS Current Assets Cash and cash equivalents $ 78.8 $ 59.0 Accounts receivable, net of allowances of $ 9.0 in 2023 and $ 7.2 in 2022 497.5 523.6 Inventories, net 815.7 799.5 Prepaid expenses and other 98.1 76.6 Total Current Assets 1,490.1 1,458.7 Property, Plant and Equipment, Net 313.9 310.0 Intangible Assets 39.3 42.7 Goodwill 53.3 51.3 Deferred Income Taxes 3.0 2.6 Investment in Unconsolidated Affiliates 56.8 59.4 Other Non-current Assets 122.7 101.5 Total Assets $ 2,079.1 $ 2,026.2 LIABILITIES AND EQUITY Current Liabilities Accounts payable $ 523.5 $ 585.8 Accounts payable, affiliates 6.7 21.6 Revolving credit facilities 83.3 137.1 Short-term debt and current maturities of long-term debt 169.4 148.8 Accrued payroll 87.4 64.4 Deferred revenue 77.9 139.8 Other current liabilities 270.4 245.4 Total Current Liabilities 1,218.6 1,342.9 Long-term Debt 241.3 267.0 Self-insurance Liabilities 51.1 33.5 Pension Obligations 5.2 6.2 Deferred Income Taxes 12.7 13.4 Other Long-term Liabilities 143.4 138.1 Total Liabilities 1,672.3 1,801.1 Temporary Equity Redeemable Noncontrolling Interest 14.8 14.2 Stockholders’ Equity Common stock: Class A, par value $ 0.01 per share, 13,715,755 shares outstanding (2022 - 13,154,918 shares outstanding) 0.1 0.1 Class B, par value $ 0.01 per share, convertible into Class A on a one-for-one basis, 3,469,875 shares outstanding (2022 - 3,783,597 shares outstanding) 0.1 0.1 Capital in excess of par value 327.7 297.7 Retained earnings 256.3 152.7 Accumulated other comprehensive loss ( 194.3 ) ( 246.2 ) Total Stockholders’ Equity 389.9 204.4 Noncontrolling Interest 2.1 6.5 Total Permanent Equity 392.0 210.9 Total Liabilities and Equity $ 2,079.1 $ 2,026.2 See Notes to Consolidated Financial Statements. F-8 Table of Contents HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31 2023 2022 2021 (In millions) Operating Activities Net income (loss) $ 128.1 $ ( 71.6 ) $ ( 183.2 ) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 45.1 43.4 46.2 Amortization of deferred financing fees 1.4 1.4 3.1 Deferred income taxes ( 1.1 ) ( 0.1 ) 19.8 Goodwill impairment charges — — 55.6 Long-lived asset impairment charges — — 10.0 Stock-based compensation 29.3 6.4 4.0 Dividends from unconsolidated affiliates 10.5 15.6 5.5 Other non-current liabilities 15.1 ( 20.1 ) ( 1.4 ) Other 20.7 26.0 ( 32.3 ) Working capital changes: Accounts receivable 26.8 ( 89.5 ) ( 54.6 ) Inventories ( 4.3 ) ( 39.1 ) ( 289.7 ) Other current assets ( 8.4 ) ( 5.4 ) ( 12.5 ) Accounts payable ( 81.4 ) 78.7 129.5 Other liabilities ( 31.1 ) 94.9 46.5 Net cash provided by (used for) operating activities 150.7 40.6 ( 253.5 ) Investing Activities Expenditures for property, plant and equipment ( 35.4 ) ( 28.8 ) ( 44.3 ) Purchase of noncontrolling interest ( 3.2 ) ( 8.4 ) — 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 Net cash used for investing activities ( 34.5 ) ( 35.4 ) ( 24.5 ) Financing Activities Additions to long-term debt 138.8 135.0 119.6 Reductions of long-term debt ( 161.1 ) ( 97.6 ) ( 62.0 ) Net additions (reductions) to revolving credit agreements ( 53.7 ) ( 26.3 ) 165.4 Cash dividends paid ( 22.3 ) ( 21.8 ) ( 21.6 ) Cash dividends paid to noncontrolling interest ( 1.3 ) ( 0.2 ) ( 0.2 ) Financing fees paid ( 0.8 ) — ( 7.6 ) Other ( 0.1 ) — — Net cash provided by (used for) financing activities ( 100.5 ) ( 10.9 ) 193.6 Effect of exchange rate changes on cash 4.1 ( 0.8 ) ( 1.5 ) Cash and Cash Equivalents Increase (decrease) for the year 19.8 ( 6.5 ) ( 85.9 ) Balance at the beginning of the year 59.0 65.5 151.4 Balance at the end of the year $ 78.8 $ 59.0 $ 65.5 See Notes to Consolidated Financial Statements. F-9 Table of Contents HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY Temporary Equity Permanent Equity Accumulated Other Comprehensive Income (Loss) Redeemable Noncontrolling Interest Class A Common Stock Class B Common Stock Treasury Stock Capital in Excess of Par Value Retained Earnings Foreign Currency Translation Adjustment Deferred Gain (Loss) on Cash Flow Hedging Pension Adjustment Total Stockholders' Equity Noncontrolling Interests Total Permanent Equity (In millions) Balance, December 31, 2020 $ — $ 0.1 $ 0.1 $ ( 6.0 ) $ 312.6 $ 443.2 $ ( 57.6 ) $ 12.5 $ ( 88.0 ) $ 616.9 $ 34.2 $ 651.1 Stock-based compensation — — — — 4.0 — — — — 4.0 — 4.0 Stock issued under stock compensation plans — — — 1.5 ( 1.5 ) — — — — — — — 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 (loss) — — — — — — — ( 5.7 ) 5.6 ( 0.1 ) — ( 0.1 ) Foreign currency translation on noncontrolling interest — — — — — — — — — — 2.0 2.0 Balance, December 31, 2021 $ — $ 0.1 $ 0.1 $ ( 4.5 ) $ 315.1 $ 248.6 $ ( 97.7 ) $ ( 32.0 ) $ ( 72.6 ) $ 357.1 $ 25.8 $ 382.9 Stock-based compensation — — — — 6.4 — — — — 6.4 — 6.4 Stock issued under stock compensation plans — — — 4.5 ( 4.5 ) — — — — — — — Net income (loss) 0.5 — — — — ( 74.1 ) — — — ( 74.1 ) 1.5 ( 72.6 ) 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 ) Balance, December 31, 2022 $ 14.2 $ 0.1 $ 0.1 $ — $ 297.7 $ 152.7 $ ( 137.0 ) $ ( 37.7 ) $ ( 71.5 ) $ 204.4 $ 6.5 $ 210.9 F-10 Table of Contents HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY Temporary Equity Permanent Equity Accumulated Other Comprehensive Income (Loss) Redeemable Noncontrolling Interest Class A Common Stock Class B Common Stock Treasury Stock Capital in Excess of Par Value Retained Earnings Foreign Currency Translation Adjustment Deferred Gain (Loss) on Cash Flow Hedging Pension Adjustment Total Stockholders' Equity Noncontrolling Interests Total Permanent Equity Balance, December 31, 2022 $ 14.2 $ 0.1 $ 0.1 $ — $ 297.7 $ 152.7 $ ( 137.0 ) $ ( 37.7 ) $ ( 71.5 ) $ 204.4 $ 6.5 $ 210.9 Stock-based compensation — — — — 29.3 — — — — 29.3 — 29.3 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 Cash dividends ( 0.9 ) — — — — ( 22.3 ) — — — ( 22.3 ) ( 0.4 ) ( 22.7 ) Accrued dividends 0.9 — — — — — — — — — — — Current period other comprehensive income (loss) — — — — — — 18.7 ( 2.2 ) 1.5 18.0 — 18.0 Reclassification adjustment to net income (loss) — — — — — — — 30.9 3.0 33.9 — 33.9 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 — — — — — — — — — — — — Foreign currency translation on noncontrolling interest ( 0.1 ) — — — — — — — — — 0.1 0.1 Balance, December 31, 2023 $ 14.8 $ 0.1 $ 0.1 $ — $ 327.7 $ 256.3 $ ( 118.3 ) $ ( 9.0 ) $ ( 67.0 ) $ 389.9 $ 2.1 $ 392.0 See Notes to Consolidated Financial Statements. F-11 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARIES (Tabular Amounts in Millions, Except Per Share and Percentage Data) NOTE 1— Principles of Consolidation and Nature of Operations The consolidated financial statements include the accounts of Hyster-Yale Materials Handling, Inc., a Delaware corporation, and the accounts of Hyster-Yale's wholly owned domestic and international subsidiaries and majority-owned joint ventures (collectively, "Hyster-Yale" or the "Company"). All intercompany accounts and transactions among the consolidated companies are eliminated in consolidation. The Company, through its wholly owned operating subsidiary, Hyster-Yale Group, Inc. ("HYG"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks, 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. ("Hyster-Yale Maximal"), a Chinese manufacturer of low-intensity and standard lift trucks and specialized material handling equipment. Hyster-Yale Maximal also designs and produces specialized products in the port equipment and rough terrain forklift markets. The Company operates Bolzoni S.p.A. ("Bolzoni"). Bolzoni is a leading worldwide producer and distributor of attachments, forks and lift tables marketed under the Bolzoni ® , Auramo ® and Meyer ® brand names. Bolzoni also produces components for lift truck manufacturers. Bolzoni products are manufactured in the United States, Italy, China, Germany and Finland. Through the design, production and distribution of a wide range of attachments, Bolzoni has a strong presence in the market niche of lift-truck attachments and industrial material handling. The Company operates Nuvera Fuel Cells, LLC ("Nuvera"). Nuvera is an alternative-power technology company focused on the design, manufacture and sale of hydrogen fuel-cell stacks and engines. Investments in Sumitomo NACCO Forklift Co., Ltd. ("SN"), a 50 % owned joint venture, and HYG Financial Services, Inc. ("HYGFS"), a 20 % owned joint venture, are accounted for by the equity method. SN operates manufacturing facilities in Japan, the Philippines and Vietnam from which the Company purchases certain components, service parts and lift trucks. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each stockholder of SN is entitled to appoint directors representing 50 % of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. HYGFS is a joint venture with Wells Fargo Financial Leasing, Inc. ("WF"), formed primarily for the purpose of providing financial services to independent Hyster ® and Yale ® lift truck dealers and National Account customers in the United States. National Account customers are large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. The Company’s percentage share of the net income or loss from these equity investments is reported on the line “Income from unconsolidated affiliates” in the “Other (income) expense” portion of the Consolidated Statements of Operations. NOTE 2— Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities (if any) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents: Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less. Accounts Receivable, Net of Allowances: Allowances are maintained against accounts receivable for doubtful accounts. Allowances for doubtful accounts are maintained for estimated losses resulting from the inability or unwillingness of customers to make required payments. These allowances are based on historical experience, existing economic trends and both recent trends of specific customers estimated to be a greater credit risk as well as general trends of the entire customer pool. Accounts are written off against the allowance when it becomes evident collection will not occur. F-12 Table of Contents Changes in the Company's allowance for doubtful accounts, including write-offs, are as follows: 2023 2022 Balance at January 1 $ 11.2 $ 10.3 Charged to costs and expenses 5.2 3.1 Write-offs ( 2.5 ) ( 0.5 ) Recoveries ( 1.0 ) ( 1.0 ) Foreign currency effect 0.3 ( 0.7 ) Balance at December 31 $ 13.2 $ 11.2 The allowance for doubtful accounts balance includes allowance of receivables classified as long-term of $ 4.2 million and $ 4.0 million in 2023 and 2022, respectively. Self-insurance Liabilities: The Company is generally self-insured for product liability, environmental liability and medical and workers’ compensation claims. For product liability, catastrophic insurance coverage is retained for potentially significant individual claims. The Company also has insurance for certain historic product liability claims. An estimated provision for claims reported and for claims incurred but not yet reported under the self-insurance programs is recorded and revised periodically based on industry trends, historical experience and management judgment. In addition, industry trends are considered within management judgment for valuing claims. Changes in assumptions for such matters as legal judgments and settlements, legal defense costs, inflation rates, medical costs and actual experience could cause estimates to change in the near term. Advertising Costs: Advertising costs are expensed as incurred. Total advertising expense was $ 10.6 million, $ 8.6 million and $ 9.0 million in 2023, 2022 and 2021, respectively. Research and Development Costs: Expenses associated with the development of new products and changes to existing products are charged to expense as incurred. These costs amounted to $ 119.7 million, $ 100.7 million and $ 108.3 million in 2023, 2022 and 2021, respectively. Foreign Currency: Assets and liabilities of non-U.S. operations are translated into U.S. dollars at the fiscal year-end exchange rate. The related translation adjustments are recorded as a separate component of equity, except for the Company’s Mexican operations. The U.S. dollar is considered the functional currency for the Company’s Mexican operations and, therefore, the effect of translating assets and liabilities from the Mexican peso to the U.S. dollar is recorded in results of operations. Revenues and expenses of all non-U.S. operations are translated using average monthly exchange rates prevailing during the year. The following table includes other significant accounting policies that are described in other notes to the consolidated financial statements, including the footnote number: Significant Accounting Policy Note Revenue Recognition Revenue Recognition (Note 3) Reportable segments Business Segments (Note 4) Stock-based compensation Common Stock and Earnings per Share (Note 5) Income taxes Income Taxes (Note 6) Derivatives and hedging activities Financial Instruments and Derivative Financial Instruments (Note 8) Fair value of financial instruments Financial Instruments and Derivative Financial Instruments (Note 8) and Retirement Benefit Plans (Note 9) Pension Retirement Benefit Plans (Note 9) Inventories Inventories (Note 10) Property, plant and equipment Property, Plant and Equipment, Net (Note 11) Impairment or disposal of long-lived assets Property, Plant and Equipment, Net (Note 11) Goodwill and intangible assets Goodwill and Intangible Assets (Note 12) Contingencies Contingencies (Note 16) Recently Issued Accounting Standards In 2023, the Company did not adopt any recent accounting standard updates ("ASU") which had a material effect on the Company's financial position, results of operations, cash flows or related disclosures. F-13 Table of Contents The following table provides a brief description of ASUs not yet adopted: Standard Description Required Date of Adoption Effect on the financial statements or other significant matters ASU 2020-04 and ASU 2022-06, Reference Rate Reform (Topic 848) The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. 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 Revenue is recognized when obligations under the terms of a contract with the customer are satisfied, which occurs when control of the trucks, parts, or services are transferred to the customer. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. The satisfaction of performance obligations under the terms of a revenue contract generally gives rise for the right to payment from the customer. The Company's standard payment terms vary by the type and location of the customer and the products or services offered. Generally, the time between when revenue is recognized and when payment is due is not significant. Given the insignificant days between revenue recognition and receipt of payment, financing components do not exist between the Company and its customers. Taxes collected from customers are excluded from revenue. The estimated costs of product warranties are recognized as expense when the products are sold. See Note 15 for further information on product warranties. The majority of the Company's sales contracts contain performance obligations satisfied at a point in time when title and risks and rewards of ownership have transferred to the customer. Revenues for service contracts are recognized as the services are provided. The Company also records variable consideration in the form of estimated reductions to revenues for customer programs and incentive offerings, including special pricing agreements, promotions and other volume-based incentives. Lift truck sales revenue is recorded net of estimated discounts. The estimated discount amount is based upon historical experience and trend analysis for each lift truck model. In addition to standard discounts, dealers can also request additional discounts that allow them to offer price concessions to customers. From time to time, the Company offers special incentives to increase market share or dealer stock and offers certain customers volume rebates if a specified cumulative level of purchases is obtained. For contracts with customers that include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using expected cost plus margin. Impairment losses recognized on receivables or contract assets were not significant for the years ended December 31, 2023, 2022 and 2021. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are reported on the line “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The Company pays for shipping and handling activities regardless of when control is transferred and has elected to account for shipping and handling as activities to fulfill the promise to transfer the good, rather than a promised service. These costs are reported on the line “Cost of sales” in the Consolidated Statements of Operations. F-14 Table of Contents The following table disaggregates revenue by category: YEAR ENDED DECEMBER 31, 2023 Lift truck business Americas EMEA JAPIC Bolzoni Nuvera Elims Total Dealer sales $ 1,565.6 $ 679.2 $ 172.9 $ — $ — $ — $ 2,417.7 Direct customer sales 541.3 9.4 — — — — 550.7 Aftermarket sales 700.0 110.7 27.9 — — — 838.6 Other 92.4 21.2 0.3 375.3 4.3 ( 182.2 ) 311.3 Total Revenues $ 2,899.3 $ 820.5 $ 201.1 $ 375.3 $ 4.3 $ ( 182.2 ) $ 4,118.3 YEAR ENDED DECEMBER 31, 2022 Lift truck business Americas EMEA JAPIC Bolzoni Nuvera Elims Total Dealer sales $ 1,234.3 $ 569.0 $ 220.2 $ — $ — $ — $ 2,023.5 Direct customer sales 461.6 13.2 — — — — 474.8 Aftermarket sales 609.8 102.6 29.1 — — — 741.5 Other 99.7 19.4 0.7 355.7 3.4 ( 170.4 ) 308.5 Total Revenues $ 2,405.4 $ 704.2 $ 250.0 $ 355.7 $ 3.4 $ ( 170.4 ) $ 3,548.3 YEAR ENDED DECEMBER 31, 2021 Lift truck business Americas EMEA JAPIC Bolzoni Nuvera Elims Total Dealer sales $ 935.4 $ 540.7 $ 202.7 $ — $ — $ — $ 1,678.8 Direct customer sales 452.5 8.7 — — — — 461.2 Aftermarket sales 478.5 106.7 30.2 — — — 615.4 Other 118.2 22.8 1.0 347.8 0.7 ( 170.2 ) 320.3 Total Revenues $ 1,984.6 $ 678.9 $ 233.9 $ 347.8 $ 0.7 $ ( 170.2 ) $ 3,075.7 Dealer sales are recognized when the Company transfers control based on the shipping terms of the contract, which is generally when the truck is shipped from the manufacturing facility to the dealers. The majority of direct customer sales are to National Account customers. In these transactions, the Company transfers control and recognizes revenue when it delivers the product to the customer according to the terms of the contract. Aftermarket sales represent parts sales, extended warranty and maintenance services. For the sale of aftermarket parts, the Company transfers control and recognizes revenue when parts are shipped to the customer. When customers are given the right to return eligible parts and accessories, the Company estimates the expected returns based on an analysis of historical experience. The Company adjusts estimated revenues at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. The Company recognizes revenue for extended warranty and maintenance agreements based on the standalone selling price over the life of the contract, which reflects the costs to perform under these contracts and corresponds with, and thereby depicts, the transfer of control to the customer. Bolzoni revenue from external customers is primarily the sale of attachments to customers. In these transactions, the Company transfers control and recognizes revenue according to the shipping terms of the contract. In the United States, Bolzoni also has revenue for sales of forklift components to HYG plants. Nuvera's revenues include development funding from third-party agreements and the sale of fuel cell stacks and engines to third parties and the lift truck business. In all revenue transactions, the Company receives cash equal to the invoice price and amount of consideration received and the revenue recognized may vary with changes in marketing incentives. Intercompany revenues between Bolzoni, Nuvera and the lift truck business have been eliminated. Deferred Revenue: The Company defers revenue for transactions that have not met the criteria for recognition at the time payment is collected, including extended warranties and maintenance contracts. In addition, for certain products, services and customer types, the Company collects payment prior to the transfer of control to the customer. Changes in the Company's deferred revenue are as follows: F-15 Table of Contents 2023 2022 Balance, January 1 $ 153.8 $ 76.2 Customer deposits and billings 62.4 158.5 Revenue recognized ( 123.8 ) ( 80.9 ) Foreign currency effect 0.1 — Balance, December 31 $ 92.5 $ 153.8 NOTE 4— Business Segments The Company’s reportable segments for the lift truck business include the following three management units: the Americas, EMEA and JAPIC. Americas includes lift truck operations in the United States, Canada, Mexico, Brazil, Latin America and the corporate headquarters. EMEA includes operations in Europe, the Middle East and Africa. JAPIC includes operations in the Asia and Pacific regions, including China, as well as the equity earnings of SN operations. Certain amounts are allocated to these geographic management units and are included in the segment results presented below, including product development costs, corporate headquarter's expenses and information technology infrastructure costs. These allocations among geographic management units are determined by senior management and not directly incurred by the geographic operations. In addition, other costs are incurred directly by these geographic management units based upon the location of the manufacturing plant or sales units, including manufacturing variances, product liability, warranty and sales discounts, which may not be associated with the geographic management unit of the ultimate end user sales location where revenues and margins are reported. Therefore, the reported results of each segment for the lift truck business cannot be considered stand-alone entities as all segments are inter-related and integrate into a single global lift truck business. The Company reports the results of both Bolzoni and Nuvera as separate segments. Intercompany sales between Nuvera, Bolzoni and the lift truck business have been eliminated. Operating profit is the measure of segment profit or loss. Financial information for each of the reportable segments is presented in the following table. See Note 1 for a discussion of the Company’s product lines. Refer to Note 2 for a description of the accounting policies of the reportable segments as well as a reference table for the remaining accounting policies described in the accompanying footnotes. 2023 2022 2021 Revenues from external customers Americas $ 2,899.3 $ 2,405.4 $ 1,984.6 EMEA 820.5 704.2 678.9 JAPIC 201.1 250.0 233.9 Lift truck business 3,920.9 3,359.6 2,897.4 Bolzoni 375.3 355.7 347.8 Nuvera 4.3 3.4 0.7 Eliminations ( 182.2 ) ( 170.4 ) ( 170.2 ) Total $ 4,118.3 $ 3,548.3 $ 3,075.7 Operating profit (loss) Americas $ 233.1 $ 46.8 $ ( 19.7 ) EMEA 12.1 ( 46.6 ) 0.3 JAPIC ( 15.6 ) ( 10.6 ) ( 67.5 ) Lift truck business 229.6 ( 10.4 ) ( 86.9 ) Bolzoni 15.3 6.2 ( 1.8 ) Nuvera ( 36.4 ) ( 34.3 ) ( 62.3 ) Eliminations 0.2 ( 0.6 ) ( 1.3 ) Total $ 208.7 $ ( 39.1 ) $ ( 152.3 ) F-16 Table of Contents 2023 2022 2021 Total assets Americas $ 1,715.4 $ 1,700.0 $ 1,558.2 EMEA 808.5 811.0 843.7 JAPIC 276.8 339.5 329.3 Eliminations ( 575.2 ) ( 693.2 ) ( 682.8 ) Lift truck business 2,225.5 2,157.3 2,048.4 Bolzoni 303.8 315.2 323.8 Nuvera 25.4 18.9 16.0 Eliminations ( 475.6 ) ( 465.2 ) ( 418.1 ) Total $ 2,079.1 $ 2,026.2 $ 1,970.1 Depreciation and amortization Americas $ 16.6 $ 15.8 $ 17.3 EMEA 8.2 7.8 8.1 JAPIC 7.9 7.4 6.9 Lift truck business 32.7 31.0 32.3 Bolzoni 11.7 11.7 12.7 Nuvera 0.7 0.7 1.2 Total $ 45.1 $ 43.4 $ 46.2 Capital expenditures Americas $ 16.9 $ 5.1 $ 16.1 EMEA 6.6 4.9 10.7 JAPIC 3.3 10.3 3.8 Lift truck business 26.8 20.3 30.6 Bolzoni 5.1 5.5 10.4 Nuvera 3.5 3.0 3.3 Total $ 35.4 $ 28.8 $ 44.3 Data by Geographic Region No single country outside of the United States comprised 10% or more of revenues from unaffiliated customers. The “Other” category below includes Canada, Mexico, South America and the Asia and Pacific regions. In addition, no single customer comprised 10% or more of revenues from unaffiliated customers. United States Europe, Africa and Middle East Other Consolidated 2023 Revenues from unaffiliated customers, based on the customers’ location $ 2,542.9 $ 930.5 $ 644.9 $ 4,118.3 Long-lived tangible assets $ 179.1 $ 90.5 $ 101.1 $ 370.7 2022 Revenues from unaffiliated customers, based on the customers’ location $ 1,973.8 $ 886.5 $ 688.0 $ 3,548.3 Long-lived tangible assets $ 164.3 $ 97.7 $ 107.4 $ 369.4 2021 Revenues from unaffiliated customers, based on the customers’ location $ 1,671.1 $ 866.1 $ 538.5 $ 3,075.7 Long-lived tangible assets $ 185.3 $ 97.4 $ 119.5 $ 402.2 F-17 Table of Contents NOTE 5— Common Stock and Earnings per Share The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “HY.” Because of transfer restrictions on Class B common stock, no trading market has developed, or is expected to develop, for the Company's Class B common stock. The Class B common stock is convertible into Class A common stock on a one-for-one basis at any time at the request of the holder. The Company's Class A common stock and Class B common stock have the same cash dividend rights per share. The Class A common stock has one vote per share and the Class B common stock has ten votes per share. The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2023 was 125 million shares and 35 million shares, respectively. No treasury shares of either class were outstanding at December 31, 2023 and 2022, respectively. Stock Compensation: The Company has stock compensation plans for certain employees in the U.S. that allow the grant of shares of Class A common stock, subject to restrictions, as a means of retaining and rewarding them for long-term performance and to increase ownership in the Company. Shares awarded under the plans are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) five years after the participant's retirement date, (ii) four, seven or ten years from the award date, as defined in the award, or (iii) the participant's death or permanent disability. 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. 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 $ 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. The Company also has a stock compensation plan for non-employee directors of the Company under which a portion of the non-employee directors’ annual retainer is paid in restricted shares of Class A common stock. For the year ended December 31, 2023, $ 140,000 of each non-employee director's retainer of $ 208,000 was paid in restricted shares of Class A common stock. For the year ended December 31, 2022, $ 96,000 of $ 200,000 was paid in restricted shares of Class A common stock. For the year ended December 31, 2021, $ 127,000 of $ 188,000 was paid in restricted shares of Class A common stock. Shares awarded under the plan are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) ten years from the award date, (ii) the date of the director's death or permanent disability, (iii) five years (or earlier with the approval of the Board of Directors) after the director's date of retirement from the Board of Directors, or (iv) the date on which the director has both retired from the Board of Directors and reached 70 years of age. Pursuant to this plan, the Company issued 34,239 , 29,898 and 22,176 shares related to the years ended December 31, 2023, 2022 and 2021, respectively. In addition to the mandatory retainer fee received in restricted stock, directors may elect to receive shares of Class A common stock in lieu of cash for up to 100% of the balance of their annual retainer, meeting attendance fees, committee retainer and any committee chairman's fees. These voluntary shares are not subject to any restrictions. Total shares issued under voluntary elections were 726 , 1,075 and 1,168 in 2023, 2022 and 2021, respectively. After the issuance of these shares, there were 165,038 shares of Class A common stock available for issuance under this directors' plan. Compensation expense related to these awards was $ 1.8 million ($ 1.5 million net of tax), $ 0.9 million ($ 0.9 million net of tax) and $ 1.4 million ($ 1.1 million net of tax) for the years ended December 31, 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. Earnings per Share: For purposes of calculating earnings per share, no adjustments have been made to the reported amounts of net income attributable to stockholders. In addition, basic and diluted earnings per share for Class A common stock are the same as Class B common stock. The weighted average number of shares of Class A common stock and Class B common stock outstanding used to calculate basic and diluted earnings per share were as follows: 2023 2022 2021 Basic weighted average shares outstanding 17.137 16.901 16.818 Dilutive effect of restricted stock awards 0.248 — — Diluted weighted average shares outstanding 17.385 16.901 16.818 Basic earnings per share $ 7.35 $ ( 4.38 ) $ ( 10.29 ) Diluted earnings per share $ 7.24 $ ( 4.38 ) $ ( 10.29 ) Cash dividends per share $ 1.2975 $ 1.2900 $ 1.2850 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. F-18 Table of Contents NOTE 6— Income Taxes The components of income (loss) before income taxes and provision for income taxes for the years ended December 31 are as follows: 2023 2022 2021 Income (loss) before income taxes U.S. $ 114.1 $ ( 40.1 ) $ ( 147.9 ) Non-U.S. 66.9 ( 22.3 ) ( 7.0 ) Total $ 181.0 $ ( 62.4 ) $ ( 154.9 ) Income tax provision Current tax provision (benefit): Federal $ 32.0 $ 0.6 $ ( 1.2 ) State 8.0 0.5 1.1 Non-U.S. 14.0 8.2 8.6 Total current $ 54.0 $ 9.3 $ 8.5 Deferred tax provision (benefit): Federal $ 0.6 $ 1.9 $ 14.1 State — 0.3 3.8 Non-U.S. ( 1.7 ) ( 2.3 ) 1.9 Total deferred $ ( 1.1 ) $ ( 0.1 ) $ 19.8 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. The Company received income tax refunds of $ 0.3 million, $ 2.3 million and $ 0.3 million during 2023, 2022 and 2021, respectively. A reconciliation of the U.S. federal statutory rate to the reported income tax rate for the year ended December 31 is as follows: 2023 2022 2021 Income (loss) before income taxes $ 181.0 $ ( 62.4 ) $ ( 154.9 ) Statutory taxes at 21 % $ 38.0 $ ( 13.1 ) $ ( 32.5 ) Valuation allowance 12.1 27.5 58.6 State income taxes 5.8 ( 1.3 ) ( 5.3 ) Nondeductible compensation 4.2 1.4 0.4 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 ) 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 Reported income tax rate 29.2 % ( 14.7 ) % ( 18.3 ) % The Company has determined that it is impracticable to calculate the amount of deferred taxes that would be applicable to all of its investments in non-U.S. subsidiaries. However, the Company has provided for anticipated taxes on unremitted non-U.S. earnings for which no reinvestment plan has been identified and that may be repatriated in the foreseeable future. The Company has elected to account for the global intangible low-taxed income ("GILTI") tax in the period in which it is incurred, and therefore has not provided any deferred tax amounts for GILTI. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") eliminated the option to deduct research and development expenditures immediately in the year incurred and requires U.S. taxpayers to amortize such expenditures over five F-19 Table of Contents to fifteen years depending upon whether the activities are performed in the U.S. or outside of the U.S. 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: December 31 2023 2022 Deferred tax assets Research and development capitalization $ 58.1 $ 32.5 Tax attribute carryforwards 35.6 62.5 Accrued expenses and reserves 13.9 17.3 Product warranties 12.5 9.7 Accrued product liability 9.6 6.7 Inventories 4.1 1.8 Other 12.1 8.7 Total deferred tax assets 145.9 139.2 Less: Valuation allowance 126.6 121.7 19.3 17.5 Deferred tax liabilities Depreciation and amortization 23.9 23.8 Accrued pension benefits 3.5 2.2 Unremitted earnings 1.6 2.3 Total deferred tax liabilities 29.0 28.3 Net deferred tax asset (liability) $ ( 9.7 ) $ ( 10.8 ) The following table summarizes the tax carryforwards and associated carryforward periods and related valuation allowances where the Company has determined that realization is uncertain: December 31, 2023 Net deferred tax asset Valuation allowance Carryforwards expire during: Non-U.S. net operating loss $ 25.5 $ 23.4 2024-Indefinite Non-U.S. capital losses 7.5 7.5 Indefinite State net operating losses and credits 3.9 3.8 2024-Indefinite Less: Unrecognized tax benefits ( 1.3 ) — Total $ 35.6 $ 34.7 December 31, 2022 Net deferred tax asset Valuation allowance Carryforwards expire during: Non-U.S. net operating loss $ 26.3 $ 24.2 2023 - Indefinite U.S. net operating loss 17.2 16.4 Indefinite Non-U.S. 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 Research and development credit 1.3 1.3 2041 - 2042 Less: Unrecognized tax benefits ( 2.0 ) — Total $ 62.5 $ 61.5 The Company continually evaluates its deferred tax assets to determine if a valuation allowance is required. A valuation allowance is required where realization is determined to no longer meet the "more likely than not" standard. The establishment of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the Company from using its F-20 Table of Contents 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 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. and United Kingdom deferred tax assets, excluding the portion of assets available to be carried back to the prior tax year. Based upon a review of the Company’s operations, including cumulative U.S. pretax losses, lack of available tax planning strategies and declining forecasts due to supply and logistics constraints, the evidence available no longer supported a more likely than not standard for realization of these deferred tax assets. Although the Company projected earnings over the longer term for these operations, due to the cumulative losses such longer-term forecasts were not sufficient evidence to support the future utilization of deferred tax assets. Additionally, $32.5 million of valuation allowance expense, related to these operations, was provided against deferred tax assets generated in 2021. 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 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. 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. jurisdictions of $ 94.7 million. The following is a reconciliation of total gross unrecognized tax benefits, defined as the aggregate tax effect of differences between the Company's tax return positions and the benefits recognized in the consolidated financial statements for the years ended December 31, 2023, 2022 and 2021. 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. 2023 2022 2021 Balance at January 1 $ 5.4 $ 8.2 $ 10.8 Additions based on tax positions related to the current year 0.4 0.4 0.7 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 ) Other changes in unrecognized tax benefits including foreign currency translation adjustments — ( 0.3 ) ( 0.2 ) Balance at December 31 $ 3.8 $ 5.4 $ 8.2 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 $ 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 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. The tax returns of the Company and its non-U.S. subsidiaries are routinely examined by various taxing authorities. The Company has not been informed of any material assessment for which an accrual has not been previously provided. In addition, in certain circumstances where the Company is contesting an assessment and believes it has a strong probability of success, no accrual has been provided. The Company would vigorously contest any material assessment. Management believes any potential adjustment would not materially affect the Company's financial condition or results of operations. In general, the Company operates in taxing jurisdictions that provide a statute of limitations period ranging from three to five years for the taxing authorities to review the applicable tax filings. The examination of U.S. federal tax returns for all years F-21 Table of Contents 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. jurisdictions and in most cases the statute of limitations has not been extended. The Company believes these examinations are routine in nature and are not expected to result in any material tax assessments. NOTE 7— Reclassifications from OCI The following table summarizes reclassifications out of accumulated other comprehensive income (loss) ("OCI") for each year ended December 31 as recorded in the Consolidated Statements of Operations: Details about OCI Components Amount Reclassified from OCI Affected Line Item in the Statement Where Net Income Is Presented 2023 2022 2021 Gain (loss) on cash flow hedges: Interest rate contracts $ 6.3 $ 1.2 $ 3.2 Interest expense Foreign exchange contracts ( 37.3 ) ( 34.7 ) 2.6 Cost of sales Total before tax ( 31.0 ) ( 33.5 ) 5.8 Income (loss) before income taxes Tax expense (benefit) 0.1 ( 0.8 ) ( 0.1 ) Income tax provision Net of tax $ ( 30.9 ) $ ( 34.3 ) $ 5.7 Net income (loss) Amortization of defined benefit pension items: Actuarial loss $ ( 2.8 ) $ ( 4.7 ) $ ( 5.4 ) Other, net Prior service (cost) credit ( 0.1 ) ( 0.1 ) ( 0.1 ) Other, net Total before tax ( 2.9 ) ( 4.8 ) ( 5.5 ) Income (loss) before income taxes Tax expense (benefit) ( 0.1 ) — ( 0.1 ) Income tax provision Net of tax $ ( 3.0 ) $ ( 4.8 ) $ ( 5.6 ) Net income (loss) Total reclassifications for the period $ ( 33.9 ) $ ( 39.1 ) $ 0.1 NOTE 8— Financial Instruments and Derivative Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The fair values of revolving credit agreements and long-term debt, excluding finance leases, were determined using current rates offered for similar obligations taking into account company credit risk. This valuation methodology is Level 2 as defined in the fair value hierarchy. At December 31, 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. The large number of customers comprising the Company’s customer base and their dispersion across many different industries and geographies mitigates concentration of credit risk on accounts receivable. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers, and in certain circumstances may require advance payments or collateral. The Company enters into derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any one institution. Derivative Financial Instruments Financial instruments held by the Company include cash and cash equivalents, accounts receivable, accounts payable, revolving credit agreements, long-term debt, interest rate swap agreements and forward foreign currency exchange contracts. The Company does not hold or issue financial instruments or derivative financial instruments for trading purposes. The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies. These contracts hedge firm commitments and forecasted transactions relating to cash flows associated with sales and purchases denominated in non-functional currencies. The Company offsets fair value amounts related to foreign currency exchange contracts executed with the same counterparty. Changes in the fair value of forward foreign currency exchange contracts that are effective as hedges are recorded in OCI. Deferred gains or losses are reclassified from OCI to the F-22 Table of Contents 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. These derivatives are used to reduce the Company’s exposure to foreign currency risk related to forecasted purchase or sales transactions or forecasted intercompany cash payments or settlements. Gains and losses on these derivatives are generally recognized in cost of sales. The Company uses interest rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest. 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 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 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. The Company measures its derivatives at fair value on a recurring basis using significant observable inputs. This valuation methodology is Level 2 as defined in the fair value hierarchy. The Company uses a present value technique that incorporates yield curves and foreign currency spot rates to value its derivatives and also incorporates the effect of the Company's and its counterparties' credit risk into the valuation. The Company does not currently hold any nonderivative instruments designated as hedges or any derivatives designated as fair value hedges. Foreign Currency Derivatives: 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, 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. dollars, Chinese renminbi, British pounds, Mexican pesos, Swedish kroner and Australian dollars. The fair value of these contracts approximated a net liability of $ 12.2 million and $ 43.5 million at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, there was no material ineffectiveness of forward foreign currency exchange contracts that qualify for hedge accounting. Forward foreign currency exchange contracts that qualify for hedge accounting are generally used to hedge transactions expected to occur within the next 36 months. The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in OCI. Based on market valuations at December 31, 2023, $ 20.6 million of the amount of net deferred loss included in OCI at December 31, 2023 is expected to be reclassified as expense into the Consolidated Statements of Operations over the next twelve months, as the transactions occur. Interest Rate Derivatives: The following table summarizes the notional amounts, related rates, excluding spreads, and remaining terms of interest rate swap agreements at December 31, 2023 and 2022: Notional Amount Average Fixed Rate December 31 December 31 December 31 December 31 2023 2022 2023 2022 Term at December 31, 2023 $ 180.0 $ 180.0 1.65 % 1.68 % Extending to May 2027 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 $ 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. Based on market valuations at December 31, 2023, $ 6.0 million of the net deferred gain included in OCI is expected to be reclassified as income in the Consolidated Statement of Operations over the next twelve months, as cash flow payments are made in accordance with the interest rate swap agreements. F-23 Table of Contents The following table summarizes the fair value of derivative instruments at December 31 as recorded in the Consolidated Balance Sheets: Asset Derivatives Liability Derivatives Balance sheet location 2023 2022 Balance sheet location 2023 2022 Derivatives designated as hedging instruments Cash Flow Hedges Interest rate swap agreements Current Prepaid expenses and other $ 5.6 $ 5.9 Prepaid expenses and other $ — $ — Long-term Other non-current assets 6.3 10.2 Other non-current assets — — Foreign currency exchange contracts 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 Other long-term liabilities — 1.0 Other long-term liabilities 0.4 17.3 Total derivatives designated as hedging instruments $ 23.0 $ 20.4 $ 24.5 $ 49.7 Derivatives not designated as hedging instruments Cash Flow Hedges Foreign currency exchange contracts 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 Total derivatives $ 26.4 $ 25.3 $ 26.7 $ 52.7 The following table summarizes the offsetting of the fair value of derivative instruments on a gross basis by counterparty at December 31, 2023 and 2022 as recorded in the Consolidated Balance Sheets: Derivative Assets as of December 31, 2023 Derivative Liabilities as of December 31, 2023 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 $ 11.9 $ — $ 11.9 $ 11.9 $ — $ — $ — $ — Foreign currency exchange contracts 2.5 ( 2.5 ) — — 14.7 ( 2.5 ) 12.2 12.2 Total derivatives $ 14.4 $ ( 2.5 ) $ 11.9 $ 11.9 $ 14.7 $ ( 2.5 ) $ 12.2 $ 12.2 Derivative Assets as of December 31, 2022 Derivative Liabilities as of December 31, 2022 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 $ 16.1 $ — $ 16.1 $ 16.1 $ — $ — $ — $ — Foreign currency exchange contracts 0.4 ( 0.4 ) — — 43.9 ( 0.4 ) 43.5 43.5 Total derivatives $ 16.5 $ ( 0.4 ) $ 16.1 $ 16.1 $ 43.9 $ ( 0.4 ) $ 43.5 $ 43.5 F-24 Table of Contents The following table summarizes the pre-tax impact of derivative instruments for each year ended December 31 as recorded in the Consolidated Statements of Operations: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from OCI into Income (Effective Portion) 2023 2022 2021 2023 2022 2021 Cash Flow Hedges Interest rate swap agreements $ 1.9 $ 21.9 $ 5.8 Interest expense $ 6.3 $ 1.2 $ 3.2 Foreign currency exchange contracts ( 4.3 ) ( 61.2 ) ( 45.6 ) Cost of sales ( 37.3 ) ( 34.7 ) 2.6 $ ( 2.4 ) $ ( 39.3 ) $ ( 39.8 ) $ ( 31.0 ) $ ( 33.5 ) $ 5.8 Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative 2023 2022 2021 Cash flow hedges Foreign currency exchange contracts Cost of sales $ ( 4.3 ) $ ( 32.5 ) $ ( 6.9 ) Total $ ( 4.3 ) $ ( 32.5 ) $ ( 6.9 ) NOTE 9— Retirement Benefit Plans Defined Benefit Plans: The Company maintains various defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. The Company’s policy is to make contributions to fund these plans within the range allowed by applicable regulations. Plan assets consist primarily of publicly traded stocks and government and corporate bonds. Pension benefits for employees covered under the Company’s U.S. and U.K. plans are frozen. Only certain grandfathered employees in the Netherlands still earn retirement benefits under defined benefit pension plans. All other eligible employees of the Company, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans. During 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. The assumptions used in accounting for the defined benefit plans were as follows for the years ended December 31: 2023 2022 2021 United States Plans Weighted average discount rates 5.03 % 5.36 % 2.58 % Expected long-term rate of return on assets 5.50 % 5.50 % 5.50 % Cash balance interest crediting rate 3.50 %- 5.73 % 1.39 %- 3.50 % 3.50 % Non-U.S. Plans Weighted average discount rates 3.08 %- 4.50 % 3.60 %- 4.80 % 1.00 %- 1.30 % Rate of increase in compensation levels 2.60 %- 3.00 % 2.80 %- 3.00 % 2.45 %- 2.50 % Expected long-term rate of return on assets 3.30 %- 4.50 % 3.60 %- 4.50 % 1.00 %- 4.50 % Each year, the assumptions used to calculate the benefit obligation are used to calculate the net periodic pension expense for the following year. F-25 Table of Contents Set forth below is a detail of the net periodic pension expense for the defined benefit plans for the years ended December 31: 2023 2022 2021 United States Plans Interest cost $ 2.5 $ 1.9 $ 1.5 Expected return on plan assets ( 2.5 ) ( 3.3 ) ( 4.5 ) Amortization of actuarial loss 2.1 1.9 2.0 Settlements — 1.8 1.1 Net periodic pension expense $ 2.1 $ 2.3 $ 0.1 Non-U.S. Plans Service cost $ — $ 0.2 $ 0.3 Interest cost 5.4 3.1 2.6 Expected return on plan assets ( 7.4 ) ( 7.4 ) ( 10.5 ) Amortization of actuarial loss 0.7 2.8 3.5 Amortization of prior service cost 0.1 0.1 0.1 Net periodic pension benefit $ ( 1.2 ) $ ( 1.2 ) $ ( 4.0 ) Set forth below is a detail of other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the year ended December 31: 2023 2022 2021 United States Plans Current year actuarial (gain) loss $ ( 1.2 ) $ 4.5 $ 0.2 Amortization of actuarial loss ( 2.1 ) ( 1.9 ) ( 2.0 ) Settlements — ( 1.8 ) ( 1.1 ) Total recognized in other comprehensive income (loss) $ ( 3.3 ) $ 0.8 $ ( 2.9 ) Non-U.S. Plans Current year actuarial (gain) loss $ ( 0.2 ) $ 1.0 $ ( 8.9 ) Amortization of actuarial loss ( 0.7 ) ( 2.8 ) ( 3.5 ) Amortization of prior service cost ( 0.1 ) ( 0.1 ) ( 0.1 ) Total recognized in other comprehensive income (loss) $ ( 1.0 ) $ ( 1.9 ) $ ( 12.5 ) The following table sets forth the changes in the benefit obligation and the plan assets during the year and the funded status of the defined benefit plans at December 31: 2023 2022 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 $ 50.1 $ 117.0 $ 67.5 $ 197.8 Service cost — — — 0.2 Interest cost 2.5 5.4 1.9 3.1 Actuarial (gain) loss 1.0 3.1 ( 12.3 ) ( 58.8 ) Benefits paid ( 5.3 ) ( 6.5 ) ( 4.4 ) ( 7.0 ) Employee contributions — 0.1 — 0.1 Lump sum payments — — ( 2.6 ) — Foreign currency exchange rate changes — 6.9 — ( 18.4 ) Projected benefit obligation at end of year $ 48.3 $ 126.0 $ 50.1 $ 117.0 Accumulated benefit obligation at end of year $ 48.3 $ 124.0 $ 50.1 $ 116.6 F-26 Table of Contents 2023 2022 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Change in plan assets Fair value of plan assets at beginning of year $ 48.5 $ 126.3 $ 69.0 $ 202.7 Actual return on plan assets 4.7 10.7 ( 13.5 ) ( 52.1 ) Employer contributions — 0.5 — 2.4 Employee contributions — 0.1 — 0.1 Benefits paid ( 5.3 ) ( 6.5 ) ( 4.4 ) ( 7.0 ) Settlements — — ( 2.6 ) — Foreign currency exchange rate changes — 7.9 — ( 19.8 ) Fair value of plan assets at end of year $ 47.9 $ 139.0 $ 48.5 $ 126.3 Funded status at end of year $ ( 0.4 ) $ 13.0 $ ( 1.6 ) $ 9.3 Amounts recognized in the consolidated balance sheets consist of: Noncurrent assets $ — $ 15.6 $ — $ 11.9 Noncurrent liabilities ( 0.4 ) ( 2.6 ) ( 1.6 ) ( 2.6 ) $ ( 0.4 ) $ 13.0 $ ( 1.6 ) $ 9.3 Components of accumulated other comprehensive income (loss) consist of: Actuarial loss $ 29.2 $ 55.5 $ 32.6 $ 56.5 Prior service cost — 1.4 — 1.4 Deferred taxes ( 8.3 ) ( 13.2 ) ( 8.3 ) ( 13.0 ) Foreign currency translation adjustment — 2.5 — 2.3 $ 20.9 $ 46.2 $ 24.3 $ 47.2 The projected benefit obligation included in the table above represents the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation also reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. In 2024, the Company expects to contribute $ 0.2 million to its non-U.S. pension plans. The Company does not expect to contribute to its U.S. pension plan in 2024. Pension benefit payments are made from assets of the pension plans. Future pension benefit payments expected to be paid from assets of the pension plans are: U.S. Plans Non-U.S. Plans 2024 $ 5.7 $ 6.9 2025 5.2 7.0 2026 4.8 7.3 2027 4.5 7.4 2028 4.2 7.7 2027 - 2031 17.8 44.4 $ 42.2 $ 80.7 The expected long-term rate of return on defined benefit plan assets reflects management’s expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. The Company has established the expected long-term rate of return assumption for plan assets by considering the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classes used to determine the Company's estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes. F-27 Table of Contents Expected returns for the U.K. pension plan is based on a calculated market-related value of assets. Under this methodology, asset gains and losses resulting from actual returns that differ from the Company’s expected returns are recognized in the market-related value of assets ratably over three years. The pension plans maintain an investment policy that, among other things, establishes a portfolio asset allocation methodology with percentage allocation bands for individual asset classes. The investment policy provides that investments are reallocated between asset classes as balances exceed or fall below the appropriate allocation bands. The following is the actual allocation percentage and target allocation percentage for the Company's U.S. pension plan assets at December 31: 2023 Actual Allocation 2022 Actual Allocation Target Allocation U.S. equity securities 27.7 % 27.8 % 25 % Non-U.S. equity securities 11.9 % 11.9 % 15 % Fixed income securities 59.6 % 59.5 % 60 % Money market 0.8 % 0.8 % — % The following is the actual allocation percentage and target allocation percentage for the Company's U.K. pension plan assets at December 31: 2023 Actual Allocation 2022 Actual Allocation Target Allocation U.K. equity securities 1.7 % 3.7 % 2 % Non-U.K. equity securities 18.3 % 36.3 % 18 % Fixed income securities 79.6 % 59.3 % 80 % Money market 0.4 % 0.7 % — % The Company maintains a pension plan for certain employees in the Netherlands which has purchased annuity contracts to meet its obligations. The defined benefit pension plans do not have any direct ownership of Hyster-Yale common stock. The fair value of each major category of U.S. plan assets for the Company’s pension plan are valued using quoted market prices in active markets for identical assets, or Level 1 in the fair value hierarchy. The fair value of each major category of Non-U.S. plan assets for the Company’s pension plans are valued using observable inputs, either directly or indirectly, other than quoted market prices in active markets for identical assets, or Level 2 in the fair value hierarchy. Following are the values as of December 31: Level 1 Level 2 2023 2022 2023 2022 U.S. equity securities $ 13.3 $ 13.4 $ 8.8 $ 14.8 U.K. equity securities — — 2.2 4.3 Non-U.S., non-U.K. equity securities 5.7 5.8 14.3 27.4 Fixed income securities 28.5 28.9 113.2 79.0 Money market 0.4 0.4 0.5 0.8 Total $ 47.9 $ 48.5 $ 139.0 $ 126.3 Defined Contribution Plans: The Company has defined contribution (401(k)) plans for substantially all U.S. employees and similar plans for employees outside of the United States. The Company generally matches employee contributions based on plan provisions. In addition, in the United States and United Kingdom, the Company has defined contribution retirement plans whereby the contribution to participants is determined annually based on a formula that includes the effect of actual compared with targeted operating results and the age and compensation of the participants. Total costs, including Company contributions, for these plans were $ 33.5 million, $ 21.0 million and $ 17.1 million in 2023, 2022 and 2021, respectively. F-28 Table of Contents NOTE 10— Inventories Inventories are stated at the lower of cost or market for last-in, first-out (“LIFO”) inventory or lower of cost or net realizable value for first-in, first-out (“FIFO”) inventory. At December 31, 2023 and 2022, 49 % and 52 %, respectively, of total inventories were determined using the LIFO method, which consists primarily of manufactured inventories, including service parts for the lift truck business in the United States. The FIFO method is used with respect to all other inventories. The cost components of inventory include raw materials, purchased components, direct and indirect labor, utilities, depreciation, inbound freight charges, purchasing and receiving costs, inspection costs and warehousing costs. Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs. 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. Inventories are summarized as follows: December 31 2023 2022 Finished goods and service parts $ 395.9 $ 335.8 Work in process 39.2 36.0 Raw materials 471.5 522.1 Total manufactured inventories 906.6 893.9 LIFO reserve ( 90.9 ) ( 94.4 ) Total inventory $ 815.7 $ 799.5 NOTE 11— Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost. Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under finance leases, over their estimated useful lives using the straight-line method. Buildings are generally depreciated using a 20, 40 or 50-year life, improvements to land and buildings are depreciated over estimated useful lives ranging up to 40 years and equipment is depreciated over estimated useful lives ranging from three to 15 years. Capital grants received for the acquisition of equipment are recorded as reductions of the related equipment cost and reduce future depreciation expense. Repairs and maintenance costs are expensed when incurred. The Company periodically evaluates long-lived assets, including intangible assets with finite lives, for impairment when changes in circumstances or the occurrence of certain events indicate the carrying amount of an asset may not be recoverable. Upon identification of indicators of impairment, 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. 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. Fair value is estimated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In connection with the preparation of the financial statements during 2021, the Company identified indicators of impairment primarily related to the unexpected level of significant, on-going pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery, all of which had negatively impacted the Company. In addition, the effects of the COVID-19 pandemic, including border closures, halted Nuvera's progress on certain research and development agreements that were entered into prior to the start of the pandemic. In anticipation of fulfilling these agreements, Nuvera made significant investments in manufacturing and equipment expansion, as well as increased inventory levels. As a result, it was determined that carrying value of the Nuvera fixed assets exceeded the undiscounted cash flows from the assets and the carrying value of Nuvera's fixed assets exceeded the fair value by $10.0 million. The impairment charge for property, plant and equipment was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. The estimated fair value of property, plant and equipment was determined using a cost approach, which is Level 3 under the fair value hierarchy. Based on the Company’s analysis, all other remaining long-lived assets with finite lives were not impaired as of December 31, 2021. F-29 Table of Contents Property, plant and equipment, net includes the following: December 31 2023 2022 Land and land improvements $ 32.2 $ 32.2 Plant and equipment 908.3 858.0 Property, plant and equipment, at cost 940.5 890.2 Allowances for depreciation and amortization ( 626.6 ) ( 580.2 ) $ 313.9 $ 310.0 Total depreciation and amortization expense on property, plant and equipment was $ 40.8 million, $ 38.9 million and $ 40.8 million during 2023, 2022, and 2021, respectively. NOTE 12— Goodwill and Intangible Assets The Company evaluates the carrying amount of goodwill and indefinite-lived intangible assets for impairment annually as of May 1 st and between annual evaluations if changes in circumstances or the occurrence of certain events indicate potential impairment. The Company uses either a qualitative or quantitative analysis to determine whether fair value exceeds carrying value. As part of the quantitative testing process for goodwill, the Company estimates fair values using a discounted cash flow approach from the perspective of a market participant and comparable market values for similar businesses. Significant estimates in the discounted cash flow approach are cash flow forecasts of the reporting units, the discount rate, the terminal business value and the projected income tax rate. The cash flow forecasts of the reporting units are based upon management’s long-term view of markets and are the forecasts that are used by senior management and the Board of Directors to evaluate operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The projected income tax rates utilized are the statutory tax rates for the countries where each reporting unit operates. The terminal business value is determined by applying a business growth factor to the latest year for which a forecast exists. As part of the goodwill quantitative testing process, the Company evaluates whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing. The annual testing for impairment was conducted as of May 1, 2023. The fair value of each reporting unit was in excess of its carrying value and thus, no impairment exists. During 2021, the Company completed the annual testing of impairment of goodwill as of May 1, 2021 and an interim impairment test as of December 31, 2021 at the reporting unit level for the related goodwill. Based on the annual testing, the fair value of each reporting unit was in excess of its carrying value and no impairment existed. During 2021, the Company continued to experience pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery. These items significantly impacted the Company's results of operations in 2021. 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. 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. No impairment of goodwill for the Bolzoni reporting unit was identified. The following table summarizes goodwill by segment as of December 31, 2023 and 2022: Carrying Amount of Goodwill Americas EMEA Bolzoni Total Balance at January 1, 2022 $ 1.7 $ 1.0 $ 53.8 $ 56.5 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 Foreign currency translation — — 2.0 2.0 Balance at December 31, 2023 $ 1.7 $ 1.0 $ 50.6 $ 53.3 The Company has indefinite-lived intangible assets for the Bolzoni trademarks. 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 F-30 Table of Contents average cost of capital. The Company completed the annual testing of impairment as of May 1, 2023. The fair value of the indefinite-lived intangible assets was in excess of its carrying value and thus, no impairment existed. The following table summarizes intangible assets, other than goodwill, recorded in the consolidated balance sheets: December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Balance Intangible assets not subject to amortization Trademarks $ 16.7 $ — $ 16.7 Intangible assets subject to amortization Customer and contractual relationships 37.2 ( 22.4 ) 14.8 Patents and technology 20.1 ( 15.7 ) 4.4 Trademarks 5.3 ( 1.9 ) 3.4 Total $ 79.3 $ ( 40.0 ) $ 39.3 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Balance Intangible assets not subject to amortization Trademarks $ 16.0 $ — $ 16.0 Intangible assets subject to amortization Customer and contractual relationships 36.6 ( 19.9 ) 16.7 Patents and technology 19.6 ( 13.3 ) 6.3 Trademarks 5.4 ( 1.7 ) 3.7 Total $ 77.6 $ ( 34.9 ) $ 42.7 Amortization expense for intangible assets, which is recognized on a straight-line basis over the estimated useful life of the related asset, was $ 4.3 million and $ 4.5 million in 2023 and 2022, respectively. Expected annual amortization expense of other intangible assets, based upon December 31, 2023 U.S. dollar values, for the next five years is as follows: $ 3.9 million in 2024, $ 3.4 million in 2025, $ 3.1 million in 2026, $ 2.2 million in 2027 and $ 2.2 million in 2028. The weighted-average amortization period for intangible assets is as follows: Intangible assets subject to amortization Weighted-Average Useful Lives (Years) Customer relationships 10 Patents and technology 3 Trademarks 13 F-31 Table of Contents NOTE 13— Current and Long-Term Financing The following table summarizes available and outstanding borrowings: December 31 2023 2022 Total outstanding borrowings: Revolving credit agreements $ 83.3 $ 137.1 Term loan, net 216.1 217.5 Other debt 167.3 168.7 Finance lease obligations 27.3 29.6 Total debt outstanding $ 494.0 $ 552.9 Plus: discount on term loan and unamortized deferred financing fees 3.3 4.1 Total debt outstanding, gross $ 497.3 $ 557.0 Current portion of borrowings outstanding $ 252.7 $ 285.9 Long-term portion of borrowings outstanding $ 241.3 $ 267.0 Total available borrowings, net of limitations, under revolving credit agreements $ 353.0 $ 320.0 Unused revolving credit agreements $ 269.7 $ 182.9 Weighted average stated interest rate on total borrowings 7.4 % 6.5 % Weighted average effective interest rate on total borrowings (including interest rate swap agreements) 6.8 % 5.9 % Annual maturities of total debt, excluding finance leases, are as follows: 2024 $ 239.8 2025 12.2 2026 4.7 2027 2.9 2028 210.4 Thereafter — $ 470.0 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 F-32 Table of Contents 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. The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Facility. The Facility limits the payment of dividends and other restricted payments the Company may make unless certain total excess availability and/or fixed charge coverage ratio thresholds, each as set forth in the Facility, are satisfied. The Facility also requires the Company to achieve a minimum fixed charge coverage ratio when total excess availability is less than the greater of 10% of the total borrowing base, as defined in the Facility, and $20.0 million. At December 31, 2023, the Company was in compliance with the covenants in the Facility. Key terms of the Facility as of December 31, 2023 were as follows: FACILITY U.S. borrowing capacity $ 230.8 Non-U.S. borrowing capacity 90.0 Outstanding 78.1 Availability restrictions 6.7 Availability $ 236.0 FILO LOANS LOANS OTHER THAN FILO LOANS Applicable margins, as defined in agreement U.S. base rate loans 2.25 % 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 % 0.10 % Applicable margins, for amounts outstanding U.S. base rate loans — 0.50 % SOFR loans 3.25 % 1.50 % Non-U.S. base rate loans — 1.50 % Applicable interest rate, for amounts outstanding U.S. base rate — 9.00 % SOFR 8.69 % 6.95 % Facility fee, per annum on unused commitment — 0.25 % 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, 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. In addition, the Term Loan includes restrictive covenants, which, among other things, limit additional borrowings and investments of the Company subject to certain thresholds, as provided in the Term Loan. The Term Loan limits the payment of dividends and other restricted payments the Company may make in any fiscal year, unless the consolidated total net leverage ratio, as defined in the Term Loan, does not exceed 2.50 to 1.00 at the time of the payment. At December 31, 2023, the Company was in compliance with the covenants in the Term Loan. F-33 Table of Contents Key terms of the Term Loan as of December 31, 2023 were as follows: TERM LOAN Outstanding $ 219.4 Discounts and unamortized deferred financing fees 3.3 Net amount outstanding $ 216.1 Applicable margins, as defined in agreement U.S. base rate loans 2.50 % SOFR 3.50 % 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 $ 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. Fees related to the Term Loan are presented as a direct deduction of the corresponding debt. The Company had other debt outstanding, excluding finance leases, of approximately $ 172.5 million at December 31, 2023. In addition to the excess availability under the Facility of $ 236.0 million, the Company had remaining availability of $ 33.7 million related to other non-U.S. revolving credit agreements. NOTE 14— Leasing Arrangements The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at inception. The Company does not recognize a lease liability or right-of-use ("ROU") asset for short-term leases (leases with an initial term of twelve months or less). For contracts with lease and non-lease components, the Company does not allocate the contract consideration, and accounts for the lease and non-lease components as a single lease component. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the operating leases are generally not determinable and the Company has obtained rates from third-party financiers for relevant geographies, currencies and lease terms to determine the incremental borrowing rate at the inception of new leases. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company's leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain the Company will exercise that option. An option to terminate is also considered in connection with determining the ROU asset and lease liability unless it is reasonably certain the Company will not exercise the option. Lease expense for operating lease payments is recognized on a straight-line basis over the term of the lease. As of December 31, 2023 and 2022, the Company had the following amounts recorded on the Company's Consolidated Balance Sheets: Location on Balance Sheet December 31, 2023 December 31, 2022 Assets Operating lease assets Other non-current assets $ 75.1 $ 57.2 Finance lease assets Property, plant and equipment, net 39.5 37.0 Total $ 114.6 $ 94.2 Liabilities Current Operating lease liabilities Other current liabilities 15.9 14.4 Finance lease liabilities Current maturities of long-term debt 13.7 12.8 Long-term Operating lease liabilities Other long-term liabilities 62.0 45.9 Finance lease liabilities Long-term debt 13.6 16.8 Total $ 105.2 $ 89.9 F-34 Table of Contents Finance lease assets are recorded net of accumulated amortization of $ 32.5 million and $ 22.1 million as of December 31, 2023 and 2022, respectively. Amortization of plant and equipment under finance leases is included in depreciation expense. Finance lease obligations of $ 11.1 million, $ 12.1 million and $ 12.4 million were incurred in connection with lease agreements to acquire machinery and equipment during 2023, 2022 and 2021, respectively. In addition, leases with HYGFS included in the Consolidated Balance Sheet at December 31, 2023 and 2022, include $ 13.1 million and $ 10.9 million of ROU assets and $ 13.2 million and $ 11.0 million of lease liabilities. As of December 31, 2023, the Company had the following remaining lease term and weighted average discount rates: Operating Leases Finance Leases Weighted-average remaining lease term in years 6.77 2.36 Weighted-average discount rate 5.80 % 2.48 % For the December 31, 2023, the Company recorded the following amounts: Year Ended Year Ended Location on Income Statement December 31, 2023 December 31, 2022 Operating lease cost Cost of sales $ 7.7 $ 8.8 Operating lease cost Selling, general and administrative expenses 14.8 20.2 Finance lease cost Amortization of leased assets Cost of sales 9.3 6.8 Interest on lease liabilities Interest expense 1.5 0.6 Sublease income Revenues ( 7.8 ) ( 8.7 ) Total $ 25.5 $ 27.7 The Company recognizes sublease income primarily related to lift trucks in which the Company records revenues over the term of the lease in accordance with the rental agreements with its customers. Aggregate future minimum rentals to be received under noncancellable subleases of lift trucks as of December 31, 2023 were $ 28.4 million. For the year ended December 31, 2023, the Company recorded the following amounts: Year Ended Year Ended December 31, 2023 December 31, 2022 Cash paid for lease liabilities Operating cash flows from operating leases $ 20.1 $ 22.8 Operating cash flows from finance leases 1.5 0.6 Financing cash flows from finance leases 14.6 7.0 Non-cash amounts related to right-of-use assets obtained in exchange for lease obligations Operating $ 48.1 $ 22.3 Finance 9.6 8.4 Annual maturities of lease liabilities are as follows: Operating Leases Finance Leases Total 2024 $ 19.7 $ 14.8 $ 34.5 2025 15.4 8.8 24.2 2026 13.6 2.9 16.5 2027 12.3 0.9 13.2 2028 9.1 0.2 9.3 Thereafter 23.5 — 23.5 93.6 27.6 121.2 Less: Interest ( 15.7 ) ( 0.3 ) ( 16.0 ) Net $ 77.9 $ 27.3 $ 105.2 F-35 Table of Contents The Company leases certain office, manufacturing and warehouse facilities and machinery and equipment under noncancellable finance and operating leases that expire at various dates through 2037. Many leases include renewal and/or fair value purchase options. NOTE 15— Product Warranties The Company provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000 to 2,000 hours . For certain series of lift trucks, the Company provides a standard warranty of one to two years or 2,000 or 4,000 hours . For components in some series of lift trucks, the Company provides a standard warranty of two to three years or 4,000 to 6,000 hours . The Company estimates the costs which may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized. In addition, the Company sells separately priced extended warranty agreements that generally provide a warranty for an additional two to five years or up to 2,400 to 10,000 hours . The specific terms and conditions of those warranties vary depending upon the product sold and the country in which the Company does business. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts. The Company also maintains a quality enhancement program under which it provides for specifically identified field product improvements in its warranty obligation. Accruals under this program are determined based on estimates of the potential number of claims and the cost of those claims based on historical costs. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim. Changes in the Company's current and long-term warranty obligations, including deferred revenue on extended warranty contracts, are as follows: 2023 2022 Balance at January 1 $ 56.7 $ 64.7 Current year warranty expense 45.1 28.7 Change in estimate related to pre-existing warranties ( 7.6 ) ( 6.1 ) Payments made ( 26.9 ) ( 29.7 ) Foreign currency effect 0.8 ( 0.9 ) Balance at December 31 $ 68.1 $ 56.7 NOTE 16— Contingencies Various legal and regulatory proceedings and claims have been or may be asserted against the Company relating to the conduct of its businesses, including product liability, environmental and other claims. These proceedings and claims are incidental to the ordinary course of business. Management believes that it has meritorious defenses and will vigorously defend the Company in these actions. Any costs that management estimates will be paid as a result of these claims are accrued when the liability is considered probable and the amount can be reasonably estimated. Although the ultimate disposition of these proceedings is not presently determinable, management believes, after consultation with its legal counsel, that the likelihood is remote that costs will be incurred materially in excess of accruals already recognized. NOTE 17— Guarantees Under various financing arrangements for certain customers, including independent retail dealerships, the Company provides recourse or repurchase obligations such that it would be obligated in the event of default by the customer. Terms of the third-party financing arrangements for which the Company is providing recourse or repurchase obligations generally range from one to five years. Total amounts subject to recourse or repurchase obligations at December 31, 2023 and 2022 were $ 162.4 million and $ 133.2 million, respectively. As of December 31, 2023, losses anticipated under the terms of the recourse or repurchase obligations were not significant and reserves have been provided for such losses based on historical experience in the accompanying consolidated financial statements. The Company generally retains a security interest in the related assets financed such that, in the event the Company would become obligated under the terms of the recourse or repurchase obligations, the Company would take title to the assets financed. The fair value of collateral held at December 31, 2023 was F-36 Table of Contents 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. The Company also regularly monitors the external credit ratings of the entities for which it has provided recourse or repurchase obligations. As of December 31, 2023, the Company did not believe there was a significant risk of non-payment or non-performance of the obligations by these entities; however, there can be no assurance that the risk may not increase in the future. In addition, the Company has an agreement with WF to limit its exposure to losses at certain eligible dealers. Under this agreement, losses related to $ 33.2 million of recourse or repurchase obligations for these certain eligible dealers are limited to 7.5 % of their original loan balance, or $ 13.7 million as of December 31, 2023. The $ 33.2 million is included in the $ 162.4 million of total amounts subject to recourse or repurchase obligations at December 31, 2023. Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with HYGFS or other unrelated third parties. HYGFS provides debt and lease financing to both dealers and customers. On occasion, the credit quality of a customer or credit concentration issues within WF may require the Company to provide recourse or repurchase obligations of the lift trucks purchased by customers and financed through HYGFS. At December 31, 2023, approximately $ 152.6 million of the Company's total recourse or repurchase obligations of $ 162.4 million related to transactions with HYGFS. In connection with the joint venture agreement, the Company also provides a guarantee to WF for 20 % of HYGFS’ debt with WF, such that the Company would become liable under the terms of HYGFS’ debt agreements with WF in the case of default by HYGFS. At December 31, 2023, loans from WF to HYGFS totaled $ 1.3 billion. Although the Company’s contractual guarantee was $ 263.1 million, the loans by WF to HYGFS are secured by HYGFS’ customer receivables, of which the Company guarantees $ 152.6 million. Excluding the HYGFS receivables guaranteed by the Company from HYGFS’ loans to WF, the Company’s incremental obligation as a result of this guarantee to WF is $ 236.5 million, which is secured by 20% of HYGFS' customer receivables and other secured assets of $ 306.3 million. HYGFS has not defaulted under the terms of this debt financing in the past, and although there can be no assurances, the Company is not aware of any circumstances that would cause HYGFS to default in future periods. NOTE 18— Debt and Equity Investments and Related-Party Transactions The Company maintains an interest in one variable interest entity, HYGFS. HYGFS is a joint venture with WF formed primarily for the purpose of providing financial services to independent Hyster ® and Yale ® lift truck dealers and National Account customers in the United States and is included in the Americas segment. The Company does not have a controlling financial interest or have the power to direct the activities that most significantly affect the economic performance of HYGFS. Therefore, the Company has concluded that the Company is not the primary beneficiary and uses the equity method to account for its 20 % interest in HYGFS. The Company does not consider its variable interest in HYGFS to be significant. Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with HYGFS or other unrelated third parties. HYGFS provides debt financing to dealers and lease financing to both dealers and customers. HYGFS’ total purchases of Hyster ® and Yale ® lift trucks from dealers, and directly from the Company such that HYGFS could provide retail lease financing to customers for the years ended December 31, 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. Amounts receivable from HYGFS were $ 14.2 million and $ 5.4 million at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, the Company had $ 14.6 million and $14.3 million, respectively, of notes payable to HYGFS for advance funding of inventory that will be financed by HYGFS upon sale. The Company provides recourse for certain financing provided by HYGFS to its dealers and customers. In addition, the Company also provides a guarantee to WF for their portion of HYGFS' debt. Refer to Note 17 for additional details relating to the guarantees provided to WF. In addition to providing financing to dealers, HYGFS provides operating lease financing to the Company. Operating lease obligations primarily relate to specific sale-leaseback-sublease transactions for certain customers whereby the Company sells lift trucks to HYGFS, leases these lift trucks back under an operating lease agreement and then subleases those lift trucks to customers under an operating lease agreement. Total obligations to HYGFS under the operating lease agreements were $ 17.2 million and $ 14.3 million at December 31, 2023 and 2022, respectively. In addition, the Company provides certain subsidies to its dealers that are paid directly to HYGFS. Total subsidies were $ 9.2 million, $ 4.5 million and $ 2.5 million for 2023, 2022 and 2021, respectively. The Company provides certain services to HYGFS for which it receives compensation under the terms of the joint venture agreement. The services consist primarily of administrative functions and remarketing services. Total income recorded by the Company related to these services was $ 5.8 million in 2023, $ 5.4 million in 2022 and $ 5.2 million in 2021. F-37 Table of Contents The Company has a 50 % ownership interest in SN, a limited liability company that was formed primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ® - and Yale ® - branded lift trucks and related components and service parts outside of Japan. The Company purchases products from SN under agreed-upon terms. The Company’s ownership in SN is also accounted for using the equity method of accounting and is included in the JAPIC segment. The Company purchases products from SN under normal trade terms based on current market prices. In 2023, 2022 and 2021, purchases from SN were $ 23.7 million, $ 40.4 million and $ 38.6 million, respectively. Amounts payable to SN at December 31, 2023 and 2022 were $ 6.7 million and $ 21.6 million, respectively. The Company recognized income of $ 0.4 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: 2023 2022 2021 Statement of Operations Revenues $ 411.5 $ 428.8 $ 418.0 Gross profit $ 160.6 $ 169.9 $ 163.4 Income from continuing operations $ 56.7 $ 56.3 $ 50.0 Net income $ 56.7 $ 56.3 $ 50.0 Balance Sheet Current assets $ 103.7 $ 128.6 Non-current assets $ 1,626.1 $ 1,498.5 Current liabilities $ 120.7 $ 138.8 Non-current liabilities $ 1,430.4 $ 1,307.6 The Company's equity investments in unconsolidated affiliates are included in “Investment in Unconsolidated Affiliates” in the Consolidated Balance Sheets as follows: December 31, 2023 December 31, 2022 HYGFS $ 22.2 $ 21.8 SN 33.4 36.0 Bolzoni investments 0.4 0.4 Dividends received from unconsolidated affiliates for the year ended December 31, are summarized below: 2023 2022 2021 HYGFS $ 10.5 $ 14.9 $ 5.1 SN — 0.7 0.4 $ 10.5 $ 15.6 $ 5.5 During the first quarter of 2021, the Company sold its investment in preferred shares of a third party, OneH2, Inc. ("OneH2"), Inc. for $ 15.7 million, including accrued dividends, and recognized a gain of $ 4.6 million. The gain on the sale of the investment is included on the line "Other, net" in the "Other (income) expense" section of the Consolidated Statements of Operations. The Company's investment was $ 0.8 million at each of December 31, 2023 and December 31, 2022. 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 Gain (loss) on equity investment $ 0.5 $ ( 1.0 ) $ ( 0.2 ) NOTE 19— Maximal Equity Transfer Agreement 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 F-38 Table of Contents 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. If this option is exercised, the Company will own 100% of the equity interest of Hyster-Yale Maximal. As of December 31, 2023, the Company owned a 90 % majority interest in Hyster-Yale Maximal. In addition, under the provisions of the ETA, HK Holding Co maintains a put option by which the Company could be required to exercise its purchase option. As one of the factors that could trigger the put option is outside of the Company’s control, the remaining 10% purchase option is considered contingently redeemable. Accordingly, the redeemable noncontrolling interest is not considered to be a component of stockholders’ equity and instead is reported as temporary equity in the Consolidated Balance Sheets. Because the occurrence of the event that would trigger the put option is not probable of occurring, the Company will continue to attribute the 10% portion of earnings and losses, as well as any dividends declared, to the noncontrolling interest after the closing date of the ETA. As of the closing date of the ETA, the Company recorded the estimated fair value of the purchase option of $13.4 million as redeemable noncontrolling interest. F-39