NACCO INDUSTRIES, INC. (Exact Name of Registrant As Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-9172 NACCO INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 34-1505819 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124-4069 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (440) 229-5151 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A Common Stock, Par Value $1.00 Per Share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Class B Common Stock, Par Value $1.00 Per Share (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO £ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO £ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ¨ NO þ Aggregate market value of Class A Common Stock and Class B Common Stock held by non-affiliates as of June 30, 2015 (the last business day of the registrant's most recently completed second fiscal quarter): $266,826,629 Number of shares of Class A Common Stock outstanding at February 26, 2016 : 5,303,607 Number of shares of Class B Common Stock outstanding at February 26, 2016 : 1,571,552 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Proxy Statement for its 2016 annual meeting of stockholders are incorporated herein by reference in Part III of this Form 10-K. NACCO INDUSTRIES, INC. TABLE OF CONTENTS PAGE PART I. Item 1. BUSINESS 1 Item 1A. RISK FACTORS 19 Item 1B. UNRESOLVED STAFF COMMENTS 27 Item 2. PROPERTIES 27 Item 3. LEGAL PROCEEDINGS 28 Item 4. MINE SAFETY DISCLOSURES 28 Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT 28 PART II. Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY 32 SECURITIES Item 6. SELECTED FINANCIAL DATA 34 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 69 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 69 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 69 Item 9A. CONTROLS AND PROCEDURES 70 Item 9B. OTHER INFORMATION 70 PART III. Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 71 Item 11. EXECUTIVE COMPENSATION 71 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 71 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 71 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 71 PART IV. Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 72 SIGNATURES 73 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1 EXHIBIT INDEX X-1 2 Table of Contents PART I Item 1. BUSINESS General NACCO Industries, Inc. (“NACCO” or the “Company”) is a holding company with the following principal businesses: mining, small appliances and specialty retail. (a) North American Coal. The Company’s wholly owned subsidiary, The North American Coal Corporation and its affiliated companies (collectively, “NACoal”), mine coal primarily for use in power generation and provide selected value-added mining services for other natural resources companies. (b) Hamilton Beach Brands. The Company’s wholly owned subsidiary, Hamilton Beach Brands, Inc. (“HBB”), is a leading designer, marketer and distributor of small electric household and specialty housewares appliances, as well as commercial products for restaurants, bars and hotels . (c) Kitchen Collection. The Company’s wholly owned subsidiary, The Kitchen Collection, LLC (“KC”), is a national specialty retailer of kitchenware in outlet and traditional malls throughout the United States. Additional information relating to financial and operating data on a segment basis (including NACCO and Other) and by geographic region is set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II of this Form 10-K and in Note 17 to the Consolidated Financial Statements contained in this Form 10-K. NACCO was incorporated as a Delaware corporation in 1986 in connection with the formation of a holding company structure for a predecessor corporation organized in 1913. As of December 31, 2015 , the Company and its subsidiaries had approximately 3,600 employees, including approximately 1,550 employees at the Company’s unconsolidated mines. The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports available, free of charge, through its website, www.nacco.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Significant Events During the fourth quarter of 2015, Bisti Fuels Company, LLC ("Bisti"), a wholly owned subsidiary of NACoal, entered into a 15-year, cost-plus contract mining agreement with Navajo Transitional Energy Company, LLC ("NTEC"). Under the agreement, Bisti will act as NTEC's contract miner at NTEC's Navajo Mine, a surface coal mine located within the Navajo Nation near Fruitland, San Juan County, New Mexico. Production is expected to be between 5.0 million to 6.0 million tons of coal per year. Pursuant to a separate agreement, NTEC will sell and deliver that coal to the third-party owners of the nearby Four Corners Generating Station. Similar to most of NACoal's other agreements, the agreement between Bisti and NTEC is a cost-plus arrangement, under which NTEC will reimburse Bisti for all operating costs of the mine and pay NACoal an agreed fee per Btu of heating value delivered. The agreement consists of a transition period and a production period. During the transition period, which commenced on January 1, 2016, Bisti will transition into the contract miner role. The production period is scheduled to commence when NTEC completes a pending commercial transaction with the existing contract miner, which is expected to occur during the second half of 2016. On July 31, 2015, NACoal's management and Board of Directors approved cessation of coal production at its Centennial Natural Resources, LLC ("Centennial") mines in Alabama. NACoal ceased coal production at Centennial during the fourth quarter of 2015. The decision was made as a result of worsening conditions in the Alabama and global coal markets and the adverse effect regulatory changes have had on Centennial’s business. During the fourth quarter of 2014, NACoal determined that indicators of impairment existed at Centennial and, as a result, reviewed Centennial's long-lived assets for impairment. NACoal recorded a non-cash, asset impairment charge of $105.1 million in 2014 for Centennial's long-lived asset group. During 2014, NACoal recognized a gain of $3.5 million from the sale of assets to Mississippi Power Company and an unrelated gain of $2.2 million from the sale of land. In 2013, NACoal concluded during its annual assessment for impairment of goodwill that the goodwill within the Centennial reporting unit was fully impaired and, as a result, recorded a $4.0 million non-cash, goodwill impairment charge during the fourth quarter. On December 16, 2014, HBB acquired Weston Products, LLC, which HBB refers to as Weston Brands, in exchange for cash consideration of $25.4 million , of which $25.0 million was paid at closing in 2014. As a result of the 2014 Weston Brands 1 Table of Contents acquisition, HBB now markets a range of game and garden food processing equipment including, but not limited to, meat grinders, bag sealers, dehydrators and meat slicers under the Weston ® brand as well as several private label brands.

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