ý
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Wisconsin
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39-0448110
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation)
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Identification Number)
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2400 South 44th Street,
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Manitowoc, Wisconsin
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54221-0066
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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New York Stock Exchange
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Common Stock Purchase Rights
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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PART I
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PART II
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PART III
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PART IV
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(in millions)
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2012
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2011
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2010
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||||||
Net sales from continuing operations:
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|||
Crane
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$
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2,440.8
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$
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2,164.6
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$
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1,748.6
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Foodservice
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1,486.2
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1,454.6
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1,362.9
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|||
Total
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$
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3,927.0
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$
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3,619.2
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$
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3,111.5
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||||||
Operating earnings from continuing operations:
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Crane
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$
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156.0
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$
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108.2
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$
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90.6
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Foodservice
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238.6
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214.4
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201.9
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|||
Corporate
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(63.7
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)
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(61.3
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)
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(42.0
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)
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|||
Amortization expense
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(37.1
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)
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(37.9
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)
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(37.4
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)
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|||
Restructuring expense
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(9.5
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)
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(5.5
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)
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(3.8
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)
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|||
Other expense
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(2.5
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)
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0.5
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(2.3
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)
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|||
Total
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$
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281.8
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$
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218.4
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$
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207.0
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||||||
Capital expenditures:
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Crane
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$
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52.7
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$
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52.2
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$
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21.9
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Foodservice
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17.4
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11.9
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12.0
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Corporate
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2.8
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0.7
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2.0
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Total
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$
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72.9
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$
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64.8
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$
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35.9
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||||||
Total depreciation:
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Crane
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$
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44.9
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$
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54.2
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$
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56.5
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Foodservice
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22.3
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24.5
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27.1
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Corporate
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2.3
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2.8
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2.9
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Total
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$
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69.5
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$
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81.5
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$
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86.5
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||||||
Total assets:
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Crane
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$
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1,903.3
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$
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1,760.8
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$
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1,659.3
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Foodservice
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1,956.8
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2,192.6
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2,193.4
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Corporate
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197.2
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69.2
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219.6
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Total
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$
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4,057.3
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$
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4,022.6
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$
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4,072.3
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Business Segment
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Percentage of
2012 Net Sales
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Key Products
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Key Brands
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Cranes and Related Products
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62%
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Lattice-boom Cranes: which include crawler and truck mounted lattice-boom cranes, and crawler crane attachments; Tower Cranes: which include top-slewing, luffing jib, topless, and self-erecting tower cranes; Mobile Telescopic Cranes: which include rough-terrain, all-terrain, truck-mounted and industrial cranes; Boom Trucks: which include telescopic boom trucks; and Parts and Service: which include replacement parts, product services and crane rebuilding and remanufacturing services.
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Manitowoc
Potain
Grove
National Crane
Shuttlelift
Dongyue
Crane Care
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Foodservice Equipment
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38%
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Primary cooking and warming equipment; ice machines and storage bins; refrigerator and freezer equipment; beverage dispensers and related products; serving and storage equipment; and parts and service.
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Cleveland
Convotherm
Delfield
Frymaster
Garland
Kolpak
Kysor Panel Systems
Lincoln
Manitowoc
Merrychef
Multiplex
Servend
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Business Segment
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Products
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Primary Competitors
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Cranes and Related Products
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Lattice-boom Crawler Cranes
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Hitachi Sumitomo; Kobelco; Liebherr; Sumitomo/Link-Belt; Terex; XCMG; Fushun; Zoomlion; Fuwa; and Sany
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Tower Cranes
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Comansa; Terex Comedil/Peiner; Liebherr; FM Gru; Jaso; Raimondi; Viccario; Saez; Benezzato; Cattaneo; Sichuan Construction Machinery; Shenyang; Zoomlion; Jianglu; and Yongmao
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Mobile Telescopic Cranes
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Liebherr; Link-Belt; Terex; Tadano; XCMG; Kato; Locatelli; Marchetti; Luna; Broderson; Valla; Ormig; Bencini; Sany; and Zoomlion
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Boom Trucks
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Terex; Manitex; Altec; Elliott; Tadano; Fassi; Palfinger; Furukawa; and Hiab
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Foodservice Equipment
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Ice-Cube Machines, Ice Flaker Machines and Storage Bins
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Hoshizaki; Scotsman; Follet; Ice-O-Matic; Brema; Aucma; and Vogt
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Beverage Dispensers and Related Products
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Automatic Bar Controls; Celli; Cornelius; Hoshizaki/Lancer Corporation; Taylor; and Vin Service
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Refrigerator and Freezer Equipment
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American Panel; ICS; Nor-Lake; Master-Bilt; Thermo-Kool; Bally; Arctic; Beverage Air; Traulsen; True Foodservice; TurboAir; Masterbilt; and Hoshizaki
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Primary Cooking Equipment
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Ali Group; Electrolux; Dover Industries; Duke; Henny Penny; ITW; Middleby; Rational; and Taylor
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Serving, Warming and Storage Equipment
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Alto Shaam; Cambro; Duke; Hatco; ITW; Middleby; Standex; and Vollrath
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Food Preparation Equipment
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Ali Group; Bizerba; Electrolux; German Knife; Globe; ITW; and Univex
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Net Sales
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Long-Lived Assets
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||||||||||||||||
(in millions)
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2012
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2011
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2010
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2012
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2011
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||||||||||
United States
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$
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1,833.0
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$
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1,588.8
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$
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1,335.2
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$
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1,905.4
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$
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1,964.7
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Other North America
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278.2
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208.8
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139.0
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5.3
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6.0
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|||||
Europe
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788.0
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813.4
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749.2
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|
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510.6
|
|
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511.5
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|||||
Asia
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367.7
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382.1
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306.2
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213.0
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225.1
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|||||
Middle East
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161.6
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189.4
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168.7
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1.6
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|
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1.7
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|||||
Central and South America
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243.0
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237.8
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203.0
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33.3
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15.5
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|||||
Africa
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110.8
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65.4
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|
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69.5
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—
|
|
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—
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|||||
South Pacific and Caribbean
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10.6
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12.0
|
|
|
11.5
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4.6
|
|
|
4.8
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|||||
Australia
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134.1
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|
|
121.5
|
|
|
129.2
|
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4.4
|
|
|
4.2
|
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|||||
Total
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$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
|
$
|
2,678.2
|
|
|
$
|
2,733.5
|
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Facility Location
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|
Type of Facility
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|
Approximate
Square Footage
|
|
Owned/Leased
|
Cranes and Related Products
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|
|
|
|
|
|
Europe/Asia/Middle East
|
|
|
|
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Wilhelmshaven, Germany
|
|
Manufacturing/Office and Storage
|
|
410,000
|
|
Owned/Leased
|
Moulins, France
|
|
Manufacturing/Office
|
|
355,000
|
|
Owned/Leased
|
Charlieu, France
|
|
Manufacturing/Office
|
|
323,000
|
|
Owned/Leased
|
Presov, Slovak Republic
|
|
Manufacturing/Office
|
|
295,300
|
|
Owned
|
Zhangjiagang, China
|
|
Manufacturing
|
|
800,000
|
|
Owned
|
Fanzeres, Portugal
|
|
Manufacturing
|
|
183,000
|
|
Owned/Leased
|
Baltar, Portugal
|
|
Manufacturing
|
|
68,900
|
|
Owned
|
Pune, India
|
|
Manufacturing
|
|
190,000
|
|
Leased
|
Niella Tanaro, Italy
|
|
Manufacturing
|
|
370,016
|
|
Owned
|
Ecully, France
|
|
Office
|
|
85,000
|
|
Leased
|
Langenfeld, Germany
|
|
Office/Storage and Field Testing
|
|
80,300
|
|
Leased
|
Osny, France
|
|
Office/Storage/Repair
|
|
43,000
|
|
Owned
|
Decines, France
|
|
Office/Storage
|
|
47,500
|
|
Leased
|
Vaux-en-Velin, France
|
|
Office/Workshop
|
|
17,000
|
|
Owned
|
Vitrolles, France
|
|
Office
|
|
16,000
|
|
Owned
|
Buckingham, United Kingdom
|
|
Office/Storage
|
|
78,000
|
|
Leased
|
Lusigny, France
|
|
Crane Testing Site
|
|
10,000
|
|
Owned
|
Baudemont, France
|
|
Office & Training Center
|
|
8,000
|
|
Owned
|
Singapore
|
|
Office/Storage
|
|
49,000
|
|
Leased
|
Tai’an, China (Joint Venture)
|
|
Manufacturing
|
|
571,000
|
|
Owned
|
Sydney, Australia
|
|
Office/Storage
|
|
21,500
|
|
Leased
|
Dubai, United Arab Emirates
|
|
Office/Workshop
|
|
10,000
|
|
Leased
|
Americas
|
|
|
|
|
|
|
Shady Grove, Pennsylvania
|
|
Manufacturing/Office
|
|
1,286,000
|
|
Owned
|
Manitowoc, Wisconsin
|
|
Manufacturing/Office
|
|
570,000
|
|
Owned
|
Manitowoc, Wisconsin
|
|
Office
|
|
10,000
|
|
Leased
|
Manitowoc, Wisconsin
|
|
Land
|
|
250,200
|
|
Leased
|
Passo Fundo, Brazil
|
|
Manufacturing/Office
|
|
265,000
|
|
Owned
|
Quincy, Pennsylvania
|
|
Manufacturing
|
|
36,000
|
|
Owned
|
Bauxite, Arkansas
|
|
Manufacturing/Office
|
|
22,000
|
|
Owned
|
Port Washington, Wisconsin
|
|
Manufacturing
|
|
81,000
|
|
Owned
|
Europe/Asia
|
|
|
|
|
|
|
Hangzhou, China
|
|
Manufacturing/Office
|
|
260,000
|
|
Owned/Leased
|
Eglfing, Germany
|
|
Manufacturing/Office/Warehouse
|
|
130,000
|
|
Leased
|
Halesowen, United Kingdom(1)
|
|
Manufacturing/Office
|
|
86,000
|
|
Leased
|
Sheffield, United Kingdom
|
|
Manufacturing/Office
|
|
100,000
|
|
Leased
|
Guildford, United Kingdom
|
|
Office
|
|
12,500
|
|
Leased
|
Shanghai, China
|
|
Office/Warehouse
|
|
28,933
|
|
Leased
|
Foshan, China
|
|
Manufacturing/Office/Warehouse
|
|
40,000
|
|
Leased
|
Singapore (1)
|
|
Manufacturing/Office/Warehouse
|
|
45,335
|
|
Leased
|
Prachinburi, Thailand (Joint Venture)
|
|
Manufacturing/Office/Warehouse
|
|
80,520
|
|
Owned
|
Samutprakarn, Thailand (Joint Venture)
|
|
Office
|
|
4,305
|
|
Leased
|
North America
|
|
|
|
|
|
|
Manitowoc, Wisconsin
|
|
Manufacturing/Office
|
|
376,000
|
|
Owned
|
Parsons, Tennessee (1)
|
|
Manufacturing
|
|
120,000
|
|
Owned
|
Sellersburg, Indiana
|
|
Manufacturing/Office
|
|
146,000
|
|
Owned
|
La Mirada, California
|
|
Manufacturing/Office
|
|
15,000
|
|
Leased
|
Los Angeles, California
|
|
Manufacturing/Office
|
|
90,000
|
|
Leased
|
Tijuana, Mexico (1)
|
|
Manufacturing
|
|
111,000
|
|
Leased
|
New Port Richey, Florida
|
|
Office/Technology Center
|
|
42,000
|
|
Owned
|
Goodyear, Arizona
|
|
Manufacturing/Office
|
|
75,000
|
|
Leased
|
Fort Wayne, Indiana
|
|
Manufacturing/Office
|
|
413,000
|
|
Owned
|
Barbourville, Kentucky (2)
|
|
Manufacturing/Office
|
|
115,000
|
|
Owned
|
Shreveport, Louisiana (1)
|
|
Manufacturing/Office
|
|
435,000
|
|
Owned
|
Mt. Pleasant, Michigan
|
|
Manufacturing/Office
|
|
345,000
|
|
Owned
|
Baltimore, Maryland
|
|
Manufacturing/Office
|
|
16,000
|
|
Owned
|
Cleveland, Ohio
|
|
Manufacturing/Office
|
|
224,000
|
|
Owned
|
Freeland, Pennsylvania
|
|
Manufacturing/Office
|
|
160,000
|
|
Owned
|
Covington, Tennessee
|
|
Manufacturing/Office
|
|
186,000
|
|
Owned
|
Piney Flats, Tennessee
|
|
Manufacturing/Office
|
|
131,000
|
|
Leased
|
Fort Worth, Texas
|
|
Manufacturing/Office
|
|
182,000
|
|
Leased
|
Concord, Ontario, Canada
|
|
Manufacturing/Office
|
|
116,000
|
|
Leased
|
Mississauga, Ontario, Canada
|
|
Manufacturing/Office
|
|
155,000
|
|
Leased
|
Corporate
|
|
|
|
|
|
|
Manitowoc, Wisconsin
|
|
Office
|
|
34,000
|
|
Owned
|
Manitowoc, Wisconsin
|
|
Office
|
|
5,000
|
|
Leased
|
Manitowoc, Wisconsin
|
|
Hangar Ground Lease
|
|
31,320
|
|
Leased
|
Name
|
|
Age
|
|
Position With The Registrant
|
|
Principal
Position Held
Since
|
Glen E. Tellock
|
|
52
|
|
Chairman and Chief Executive Officer
|
|
2009
|
|
|
|
|
|
|
|
Carl J. Laurino
|
|
51
|
|
Senior Vice President and Chief Financial Officer
|
|
2004
|
|
|
|
|
|
|
|
Thomas G. Musial
|
|
61
|
|
Senior Vice President of Human Resources and Administration
|
|
2000
|
|
|
|
|
|
|
|
Maurice D. Jones
|
|
53
|
|
Senior Vice President, General Counsel and Secretary
|
|
2004
|
|
|
|
|
|
|
|
Dean J. Nolden
|
|
44
|
|
Vice President of Finance and Treasurer
|
|
2005
|
|
|
|
|
|
|
|
Eric P. Etchart
|
|
56
|
|
Senior Vice President of the Company and President Crane Segment
|
|
2007
|
|
|
|
|
|
|
|
Michael J. Kachmer
|
|
54
|
|
Senior Vice President of the Company and President Foodservice Segment
|
|
2007
|
Year Ended
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||||
December 31
|
High
|
|
Low
|
|
Close
|
|
High
|
|
Low
|
|
Close
|
|
High
|
|
Low
|
|
Close
|
||||||||||||||||||
1st Quarter
|
$
|
16.97
|
|
|
$
|
9.45
|
|
|
$
|
13.86
|
|
|
$
|
22.12
|
|
|
$
|
12.80
|
|
|
$
|
21.88
|
|
|
$
|
14.60
|
|
|
$
|
10.03
|
|
|
$
|
13.00
|
|
2nd Quarter
|
15.11
|
|
|
9.60
|
|
|
11.70
|
|
|
23.23
|
|
|
14.79
|
|
|
16.84
|
|
|
16.43
|
|
|
9.09
|
|
|
9.14
|
|
|||||||||
3rd Quarter
|
15.44
|
|
|
9.90
|
|
|
13.34
|
|
|
18.19
|
|
|
6.56
|
|
|
6.71
|
|
|
12.26
|
|
|
8.48
|
|
|
12.11
|
|
|||||||||
4th Quarter
|
16.03
|
|
|
12.82
|
|
|
15.68
|
|
|
12.60
|
|
|
5.76
|
|
|
9.19
|
|
|
13.53
|
|
|
10.55
|
|
|
13.11
|
|
|
Annual Return Percentages
|
|||||||||||||
|
Years Ending December 31,
|
|||||||||||||
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|||||
The Manitowoc Company, Inc.
|
(82.19
|
)%
|
|
16.77
|
%
|
|
32.30
|
%
|
|
(29.39
|
)%
|
|
71.53
|
%
|
S&P 500 Index
|
(37.00
|
)%
|
|
26.46
|
%
|
|
15.06
|
%
|
|
2.11
|
%
|
|
16.00
|
%
|
S&P 600 Industrial Machinery
|
(32.86
|
)%
|
|
18.68
|
%
|
|
31.01
|
%
|
|
(2.67
|
)%
|
|
20.56
|
%
|
|
Indexed Returns
|
||||||||||||||||
|
Years Ending December 31,
|
||||||||||||||||
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
||||||
The Manitowoc Company, Inc.
|
100.00
|
|
|
17.81
|
|
|
20.80
|
|
|
27.52
|
|
|
19.43
|
|
|
33.33
|
|
S&P 500 Index
|
100.00
|
|
|
63.00
|
|
|
79.67
|
|
|
91.68
|
|
|
93.61
|
|
|
108.59
|
|
S&P 600 Industrial Machinery
|
100.00
|
|
|
67.14
|
|
|
79.68
|
|
|
104.38
|
|
|
101.59
|
|
|
122.48
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cranes and Related Products
|
$
|
2,440.8
|
|
|
$
|
2,164.6
|
|
|
$
|
1,748.6
|
|
|
$
|
2,285.0
|
|
|
$
|
3,882.9
|
|
Foodservice Equipment
|
1,486.2
|
|
|
1,454.6
|
|
|
1,362.9
|
|
|
1,302.9
|
|
|
589.7
|
|
|||||
Total
|
3,927.0
|
|
|
3,619.2
|
|
|
3,111.5
|
|
|
3,587.9
|
|
|
4,472.6
|
|
|||||
Gross Profit
|
934.4
|
|
|
826.7
|
|
|
759.5
|
|
|
788.6
|
|
|
1,013.9
|
|
|||||
Earnings (Loss) from Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cranes and Related Products
|
156.0
|
|
|
108.2
|
|
|
90.6
|
|
|
146.7
|
|
|
556.7
|
|
|||||
Foodservice Equipment
|
238.6
|
|
|
214.4
|
|
|
201.9
|
|
|
164.1
|
|
|
59.0
|
|
|||||
Corporate
|
(63.7
|
)
|
|
(61.3
|
)
|
|
(42.0
|
)
|
|
(46.1
|
)
|
|
(52.8
|
)
|
|||||
Amortization expense
|
(37.1
|
)
|
|
(37.9
|
)
|
|
(37.4
|
)
|
|
(37.5
|
)
|
|
(11.3
|
)
|
|||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(515.6
|
)
|
|
—
|
|
|||||
Intangible asset impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(146.4
|
)
|
|
—
|
|
|||||
Restructuring expense
|
(9.5
|
)
|
|
(5.5
|
)
|
|
(3.8
|
)
|
|
(39.6
|
)
|
|
(21.7
|
)
|
|||||
Integration expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(7.6
|
)
|
|||||
Other expense
|
(2.5
|
)
|
|
0.5
|
|
|
(2.3
|
)
|
|
(3.4
|
)
|
|
—
|
|
|||||
Total
|
281.8
|
|
|
218.4
|
|
|
207.0
|
|
|
(481.4
|
)
|
|
522.3
|
|
|||||
Interest expense
|
(137.1
|
)
|
|
(146.7
|
)
|
|
(175.0
|
)
|
|
(174.0
|
)
|
|
(51.6
|
)
|
|||||
Amortization of deferred financing fees
|
(8.2
|
)
|
|
(10.4
|
)
|
|
(22.0
|
)
|
|
(28.8
|
)
|
|
(2.5
|
)
|
|||||
Loss on debt extinguishment
|
(6.3
|
)
|
|
(29.7
|
)
|
|
(44.0
|
)
|
|
(9.2
|
)
|
|
(4.1
|
)
|
|||||
Loss on purchase price hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(379.4
|
)
|
|||||
Other income (expense) - net
|
0.1
|
|
|
2.3
|
|
|
(9.0
|
)
|
|
17.3
|
|
|
(3.0
|
)
|
|||||
Earnings (loss) from continuing operations before income taxes
|
130.3
|
|
|
33.9
|
|
|
(43.0
|
)
|
|
(676.1
|
)
|
|
81.7
|
|
|||||
Provision (benefit) for taxes on income
|
38.0
|
|
|
13.6
|
|
|
26.2
|
|
|
(68.2
|
)
|
|
(20.8
|
)
|
|||||
Earnings (loss) from continuing operations
|
92.3
|
|
|
20.3
|
|
|
(69.2
|
)
|
|
(607.9
|
)
|
|
102.5
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
0.3
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|
(34.6
|
)
|
|
(144.8
|
)
|
|||||
Gain (loss) on sale or closure of discontinued operations, net of income taxes
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|
(24.2
|
)
|
|
53.1
|
|
|||||
Net earnings (loss)
|
92.6
|
|
|
(17.7
|
)
|
|
(77.3
|
)
|
|
(666.7
|
)
|
|
10.8
|
|
|||||
Less: Net loss attributable to noncontrolling interest, net of tax
|
(9.1
|
)
|
|
(6.5
|
)
|
|
(2.7
|
)
|
|
(2.5
|
)
|
|
(1.9
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
(74.6
|
)
|
|
$
|
(664.2
|
)
|
|
$
|
12.7
|
|
Amounts attributable to the Manitowoc common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from continuing operations
|
$
|
101.4
|
|
|
$
|
26.8
|
|
|
$
|
(66.5
|
)
|
|
$
|
(605.4
|
)
|
|
$
|
104.4
|
|
Loss from discontinued operations, net of income taxes
|
0.3
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|
(34.6
|
)
|
|
(144.8
|
)
|
|||||
Gain (loss) on sale or closure of discontinued operations, net of income taxes
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|
(24.2
|
)
|
|
53.1
|
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
(74.6
|
)
|
|
$
|
(664.2
|
)
|
|
$
|
12.7
|
|
Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash flow from operations
|
$
|
162.3
|
|
|
$
|
15.6
|
|
|
209.3
|
|
|
$
|
339.5
|
|
|
$
|
306.1
|
|
|
Identifiable Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cranes and Related Products
|
$
|
1,903.3
|
|
|
$
|
1,760.8
|
|
|
1,659.3
|
|
|
$
|
1,803.3
|
|
|
$
|
2,288.6
|
|
|
Foodservice Equipment
|
1,956.8
|
|
|
2,192.6
|
|
|
2,193.4
|
|
|
2,272.1
|
|
|
3,381.0
|
|
|||||
Corporate
|
197.2
|
|
|
69.2
|
|
|
219.6
|
|
|
262.6
|
|
|
444.5
|
|
|||||
Total
|
$
|
4,057.3
|
|
|
$
|
4,022.6
|
|
|
4,072.3
|
|
|
$
|
4,338.0
|
|
|
$
|
6,114.1
|
|
|
Long-term Obligations
|
$
|
1,824.8
|
|
|
$
|
1,890.0
|
|
|
1,997.4
|
|
|
$
|
2,172.4
|
|
|
$
|
2,655.3
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cranes and Related Products
|
$
|
44.9
|
|
|
$
|
54.2
|
|
|
56.5
|
|
|
$
|
55.3
|
|
|
$
|
66.3
|
|
|
Foodservice Equipment
|
22.3
|
|
|
24.5
|
|
|
27.1
|
|
|
29.0
|
|
|
11.7
|
|
|||||
Corporate
|
2.3
|
|
|
2.8
|
|
|
2.9
|
|
|
2.8
|
|
|
1.5
|
|
|||||
Total
|
$
|
69.5
|
|
|
$
|
81.5
|
|
|
86.5
|
|
|
$
|
87.1
|
|
|
$
|
79.5
|
|
|
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cranes and Related Products
|
52.7
|
|
|
52.2
|
|
|
21.9
|
|
|
51.5
|
|
|
129.4
|
|
|||||
Foodservice Equipment
|
17.4
|
|
|
11.9
|
|
|
12.0
|
|
|
14.4
|
|
|
10.5
|
|
|||||
Corporate
|
2.8
|
|
|
0.7
|
|
|
2.0
|
|
|
2.6
|
|
|
10.0
|
|
|||||
Total
|
$
|
72.9
|
|
|
$
|
64.8
|
|
|
35.9
|
|
|
$
|
68.5
|
|
|
$
|
149.9
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders
|
$
|
0.77
|
|
|
$
|
0.21
|
|
|
$
|
(0.51
|
)
|
|
$
|
(4.65
|
)
|
|
$
|
0.80
|
|
Loss from discontinued operations attributable to Manitowoc common shareholders
|
—
|
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.27
|
)
|
|
(1.11
|
)
|
|||||
Gain (loss) on sale or closure of discontinued operations, net of income taxes
|
—
|
|
|
(0.27
|
)
|
|
—
|
|
|
(0.19
|
)
|
|
0.41
|
|
|||||
Earnings (loss) per share attributable to Manitowoc common shareholders
|
$
|
0.77
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(5.10
|
)
|
|
$
|
0.10
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders
|
$
|
0.76
|
|
|
$
|
0.20
|
|
|
(0.51
|
)
|
|
$
|
(4.65
|
)
|
|
$
|
(0.79
|
)
|
|
Loss from discontinued operations attributable to Manitowoc common shareholders
|
—
|
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.27
|
)
|
|
(1.10
|
)
|
|||||
Gain (loss) on sale or closure of discontinued operations, net of income taxes
|
—
|
|
|
(0.26
|
)
|
|
—
|
|
|
(0.19
|
)
|
|
0.40
|
|
|||||
Earnings (loss) per share attributable to Manitowoc common shareholders
|
$
|
0.76
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(5.10
|
)
|
|
$
|
0.10
|
|
Avg Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
131,447,895
|
|
|
130,481,436
|
|
|
130,581,040
|
|
|
130,268,670
|
|
|
129,930,749
|
|
|||||
Diluted
|
133,317,050
|
|
|
133,377,109
|
|
|
130,581,040
|
|
|
130,268,670
|
|
|
131,630,215
|
|
(1)
|
Discontinued operations represent the results of operations and gain or loss on sale or closure of the Marine segment, substantially all Enodis ice businesses and certain Enodis non-ice businesses, Kysor/Warren, and Jackson, which either qualified for discontinued operations treatment or were sold or closed during 2008 through 2012.
|
(2)
|
We acquired one business in 2010 and two businesses during 2008.
|
(3)
|
Cash dividends per share for 2008 through 2012 were $0.08.
|
(4)
|
Balance sheet data for 2008 through 2011 have been revised to correct errors identified in 2012. The impact of these errors on balance sheet data related to identifiable assets for Cranes and Related Products was a $62.0 million increase for 2011 and a $64.9 million increase for 2010, 2009 and 2008. The impact of these errors on balance sheet data related to identifiable assets for Foodservice Equipment was an $8.6 million decrease for 2011, 2010, and 2009 and a $9.8 million decrease for 2008. The impact of these errors on the 2011, 2010 and 2009 balance sheet data related to identifiable assets for Corporate was increases of $4.0 million, $4.9 million and $1.8 million, respectively. 2011, 2010, 2009 and 2008 net earnings (loss) data have been revised to correct errors identified in 2012. There was a $0.7 million increase to net loss in 2011, and a reduction of $4.9 million to the net loss in 2010 and 2009, and an increase to net earnings of $1.9 million in 2008. There was a $0.04 decrease to basic and diluted loss per share in 2010 and 2009 and a $0.02 increase to basic and diluted earnings per share in 2008. See Note 1, "Company and Basis of Presentation," to the Consolidated Financial Statements for further discussion of the nature of these errors.
|
Millions of dollars
|
2012
|
|
2011
|
|
2010
|
||||||
Operations
|
|
|
|
|
|
|
|
|
|||
Net sales
|
$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
Cost of sales
|
2,992.6
|
|
|
2,792.5
|
|
|
2,352.1
|
|
|||
Gross Profit
|
934.4
|
|
|
826.7
|
|
|
759.4
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Engineering, selling and administrative expenses
|
603.5
|
|
|
565.4
|
|
|
508.9
|
|
|||
Amortization expense
|
37.1
|
|
|
37.9
|
|
|
37.4
|
|
|||
Restructuring expense
|
9.5
|
|
|
5.5
|
|
|
3.8
|
|
|||
Other expenses (income)
|
2.5
|
|
|
(0.5
|
)
|
|
2.3
|
|
|||
Total operating expenses
|
652.6
|
|
|
608.3
|
|
|
552.4
|
|
|||
Operating earnings from continuing operations
|
281.8
|
|
|
218.4
|
|
|
207.0
|
|
|||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(137.1
|
)
|
|
(146.7
|
)
|
|
(175.0
|
)
|
|||
Amortization of deferred financing fees
|
(8.2
|
)
|
|
(10.4
|
)
|
|
(22.0
|
)
|
|||
Loss on debt extinguishment
|
(6.3
|
)
|
|
(29.7
|
)
|
|
(44.0
|
)
|
|||
Other income (expense)-net
|
0.1
|
|
|
2.3
|
|
|
(9.0
|
)
|
|||
Total other expenses
|
(151.5
|
)
|
|
(184.5
|
)
|
|
(250.0
|
)
|
|||
Earnings (loss) from continuing operations before taxes on earnings
|
130.3
|
|
|
33.9
|
|
|
(43.0
|
)
|
|||
Provision for taxes on earnings
|
38.0
|
|
|
13.6
|
|
|
26.2
|
|
|||
Earnings (loss) from continuing operations
|
92.3
|
|
|
20.3
|
|
|
(69.2
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Earnings (loss) from discontinued operations, net of income taxes
|
0.3
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|||
Net earnings (loss)
|
92.6
|
|
|
(17.7
|
)
|
|
(77.3
|
)
|
|||
Less: Net loss attributable to noncontrolling interest, net of tax
|
(9.1
|
)
|
|
(6.5
|
)
|
|
(2.7
|
)
|
|||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
(74.6
|
)
|
Amounts attributable to the Manitowoc common shareholders:
|
|
|
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
$
|
101.4
|
|
|
$
|
26.8
|
|
|
$
|
(66.5
|
)
|
Loss from discontinued operations, net of income taxes
|
0.3
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
(74.6
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Net Sales
|
|
$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
8.5
|
%
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Gross Profit
|
|
$
|
934.4
|
|
|
$
|
826.7
|
|
|
13.0
|
%
|
Gross Margin
|
|
23.8
|
%
|
|
22.8
|
%
|
|
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Engineering, selling and administrative expenses
|
|
$
|
603.5
|
|
|
$
|
565.4
|
|
|
6.7
|
%
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Amortization expense
|
|
$
|
37.1
|
|
|
$
|
37.9
|
|
|
(2.1
|
)%
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
||||
Restructuring expense
|
|
$
|
9.5
|
|
|
$
|
5.5
|
|
|
*
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Interest expense
|
|
$
|
137.1
|
|
|
$
|
146.7
|
|
|
(6.5
|
)%
|
Amortization of deferred financing fees
|
|
$
|
8.2
|
|
|
$
|
10.4
|
|
|
(21.2
|
)%
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
||||
Loss on debt extinguishment
|
|
$
|
6.3
|
|
|
$
|
29.7
|
|
|
*
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
||||
Other income - net
|
|
$
|
0.1
|
|
|
$
|
2.3
|
|
|
*
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
||||
Effective annual tax rate
|
|
29.2
|
%
|
|
40.1
|
%
|
|
|
||
Provision for taxes on earnings
|
|
$
|
38.0
|
|
|
$
|
13.6
|
|
|
*
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
||||
Earnings (loss) from discontinued operations
|
|
$
|
0.3
|
|
|
$
|
(3.4
|
)
|
|
*
|
(in millions)
|
|
2012
|
|
2011
|
|
Change
|
|||||
Net loss attributable to noncontrolling interest
|
|
$
|
9.1
|
|
|
$
|
6.5
|
|
|
40.0
|
%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Net Sales
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
|
16.3
|
%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Gross Profit
|
|
$
|
826.7
|
|
|
$
|
759.4
|
|
|
8.9
|
%
|
Gross Margin
|
|
22.8
|
%
|
|
24.4
|
%
|
|
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Engineering, selling and administrative expenses
|
|
$
|
565.4
|
|
|
$
|
508.9
|
|
|
11.1
|
%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Amortization expense
|
|
$
|
37.9
|
|
|
$
|
37.4
|
|
|
1.3
|
%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Restructuring expense
|
|
$
|
5.5
|
|
|
$
|
3.8
|
|
|
44.7
|
%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Interest expense
|
|
$
|
146.7
|
|
|
$
|
175.0
|
|
|
(16.2
|
)%
|
Amortization of deferred financing fees
|
|
$
|
10.4
|
|
|
$
|
22.0
|
|
|
(52.7
|
)%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Loss on debt extinguishment
|
|
$
|
29.7
|
|
|
$
|
44.0
|
|
|
(32.5
|
)%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
||||
Other income (expense) - net
|
|
$
|
2.3
|
|
|
$
|
(9.0
|
)
|
|
*
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
||||
Effective annual tax rate
|
|
40.1
|
%
|
|
(60.9
|
)%
|
|
|
||
Provision for taxes on earnings
|
|
$
|
13.6
|
|
|
$
|
26.2
|
|
|
*
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
|||||
Loss from discontinued operations
|
|
$
|
(3.4
|
)
|
|
$
|
(8.1
|
)
|
|
(58.0
|
)%
|
(in millions)
|
|
2011
|
|
2010
|
|
Change
|
||||
Net loss attributable to noncontrolling interest
|
|
$
|
6.5
|
|
|
$
|
2.7
|
|
|
*
|
(in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
2,440.8
|
|
|
$
|
2,164.6
|
|
|
$
|
1,748.6
|
|
Operating earnings
|
$
|
156.0
|
|
|
$
|
108.2
|
|
|
$
|
90.6
|
|
Operating margin
|
6.4
|
%
|
|
5.0
|
%
|
|
5.2
|
%
|
(in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
1,486.2
|
|
|
$
|
1,454.6
|
|
|
$
|
1,362.9
|
|
Operating earnings
|
$
|
238.6
|
|
|
$
|
214.4
|
|
|
$
|
201.9
|
|
Operating margin
|
16.1
|
%
|
|
14.7
|
%
|
|
14.8
|
%
|
(in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
Corporate expenses
|
$
|
63.7
|
|
|
$
|
61.3
|
|
|
$
|
42.0
|
|
% of Net sales
|
1.6
|
%
|
|
1.7
|
%
|
|
1.3
|
%
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash provided by operating activities
|
|
$
|
162.3
|
|
|
$
|
15.6
|
|
|
$
|
209.3
|
|
Cash (used for) provided by investing activities
|
|
$
|
(75.5
|
)
|
|
$
|
98.4
|
|
|
$
|
(24.9
|
)
|
Cash used for financing activities
|
|
$
|
(83.2
|
)
|
|
$
|
(125.9
|
)
|
|
$
|
(204.4
|
)
|
Fiscal Quarter Ending
|
|
Consolidated Senior
Secured Leverage
Ratio
(less than)
|
|
Consolidated Interest
Coverage Ratio
(greater than)
|
December 31, 2012
|
|
3.50:1.00
|
|
2.00:1.00
|
March 31, 2013
|
|
3.50:1.00
|
|
2.25:1.00
|
June 30, 2013
|
|
3.25:1.00
|
|
2.25:1.00
|
September 30, 2013
|
|
3.25:1.00
|
|
2.50:1.00
|
December 31, 2013
|
|
3.25:1.00
|
|
2.50:1.00
|
March 31, 2014
|
|
3.25:1.00
|
|
2.75:1.00
|
June 30, 2014
|
|
3.25:1.00
|
|
2.75:1.00
|
September 30, 2014
|
|
3.25:1.00
|
|
2.75:1.00
|
December 31, 2014, and thereafter
|
|
3.00:1.00
|
|
3.00:1.00
|
Year
|
|
Percentage
|
|
2017
|
|
102.938
|
%
|
2018
|
|
101.958
|
%
|
2019
|
|
100.979
|
%
|
2020 and thereafter
|
|
100.000
|
%
|
Year
|
|
Percentage
|
|
2014
|
|
104.750
|
%
|
2015
|
|
102.375
|
%
|
2016 and thereafter
|
|
100.000
|
%
|
Year
|
|
Percentage
|
|
2015
|
|
104.250
|
%
|
2016
|
|
102.833
|
%
|
2017
|
|
101.417
|
%
|
2018 and thereafter
|
|
100.000
|
%
|
Year
|
|
|
||
2013
|
|
$
|
92.8
|
|
2014
|
|
40.1
|
|
|
2015
|
|
39.9
|
|
|
2016
|
|
232.3
|
|
|
2017
|
|
81.8
|
|
|
Thereafter
|
|
1,337.9
|
|
|
Total
|
|
$
|
1,824.8
|
|
Net income attributable to Manitowoc
|
|
$
|
101.7
|
|
Earnings from discontinued operations
|
|
(0.3
|
)
|
|
Depreciation and amortization
|
|
106.6
|
|
|
Interest expense and amortization of deferred financing fees
|
|
145.3
|
|
|
Costs due to early extinguishment of debt
|
|
6.3
|
|
|
Restructuring charges
|
|
9.5
|
|
|
Income taxes
|
|
38.0
|
|
|
Other
|
|
(1.0
|
)
|
|
Adjusted EBITDA
|
|
$
|
406.1
|
|
(in millions)
|
|
Capital
Expenditures
|
|
Depreciation
|
||||
Cranes and Related Products
|
|
$
|
52.7
|
|
|
$
|
44.9
|
|
Foodservice Equipment
|
|
17.4
|
|
|
22.3
|
|
||
Corporate
|
|
2.8
|
|
|
2.3
|
|
||
Total
|
|
$
|
72.9
|
|
|
$
|
69.5
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Cash and cash equivalents
|
|
$
|
76.1
|
|
|
$
|
71.3
|
|
Revolver borrowing capacity
|
|
500.0
|
|
|
500.0
|
|
||
Less: Borrowings on revolver
|
|
(34.4
|
)
|
|
—
|
|
||
Less: outstanding letters of credit
|
|
(38.2
|
)
|
|
(34.5
|
)
|
||
Total liquidity
|
|
$
|
503.5
|
|
|
$
|
536.8
|
|
•
|
We have disclosed in Note 18 to the Consolidated Financial Statements our buyback and residual value guaranty commitments.
|
•
|
We lease various assets under operating leases. The future estimated payments under these arrangements are disclosed in Note 21 to the Consolidated Financial Statements and in the table below.
|
•
|
We have disclosed our accounts receivable securitization arrangement in Note 12 to the Consolidated Financial Statements.
|
(in millions)
|
|
Total
Committed
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
||||||||||||||
Debt (including capital lease obligations)
|
|
$
|
1,824.8
|
|
|
$
|
92.8
|
|
|
$
|
40.1
|
|
|
$
|
39.9
|
|
|
$
|
232.3
|
|
|
$
|
81.8
|
|
|
$
|
1,337.9
|
|
Interest on long-term debt (including capital lease obligations)
|
|
908.9
|
|
|
132.2
|
|
|
128.7
|
|
|
127.1
|
|
|
121.8
|
|
|
118.2
|
|
|
280.9
|
|
|||||||
Operating leases
|
|
207.2
|
|
|
50.8
|
|
|
40.5
|
|
|
32.3
|
|
|
27.5
|
|
|
21.4
|
|
|
34.7
|
|
|||||||
Purchase obligations
|
|
492.4
|
|
|
389.6
|
|
|
101.3
|
|
|
1.1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||||||
Total committed
|
|
$
|
3,433.3
|
|
|
$
|
665.4
|
|
|
$
|
310.6
|
|
|
$
|
200.4
|
|
|
$
|
382.0
|
|
|
$
|
221.4
|
|
|
$
|
1,653.5
|
|
•
|
Unrecognized tax liabilities totaling
$47.3 million
as of
December 31, 2012
, excluding related interests and penalties, are not included in the table because the timing of their resolution cannot be estimated. See Note 13 to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740.
|
•
|
Discount Rate
— Our discount rate assumptions are based on the interest rate of noncallable high-quality corporate bonds, with appropriate consideration of our pension plans’ participants’ demographics and benefit payment terms.
|
•
|
Expected Return on Plan Assets
— Our expected return on plan assets assumptions are based on our expectation of the long-term average rate of return on assets in the pension funds, which is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds.
|
•
|
Compensation increase
— Our compensation increase assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation
|
•
|
Retirement and Mortality Rates
— Our retirement and mortality rate assumptions are based primarily on actual plan experience and mortality tables.
|
•
|
Health Care Cost Trend Rates
— Our health care cost trend rate assumptions are developed based on historical cost data, near-term outlook and an assessment of likely long-term trends
|
Financial Statements:
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Financial Statement Schedule:
|
||
|
|
|
|
||
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Milwaukee, Wisconsin
|
|
February 28, 2013
|
|
Millions of dollars, except per share data
|
2012
|
|
2011
|
|
2010
|
||||||
Operations
|
|
|
|
|
|
||||||
Net sales
|
$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales
|
2,992.6
|
|
|
2,792.5
|
|
|
2,352.1
|
|
|||
Engineering, selling and administrative expenses
|
603.5
|
|
|
565.4
|
|
|
508.9
|
|
|||
Amortization expense
|
37.1
|
|
|
37.9
|
|
|
37.4
|
|
|||
Restructuring expense
|
9.5
|
|
|
5.5
|
|
|
3.8
|
|
|||
Other expenses (income)
|
2.5
|
|
|
(0.5
|
)
|
|
2.3
|
|
|||
Total costs and expenses
|
3,645.2
|
|
|
3,400.8
|
|
|
2,904.5
|
|
|||
Operating earnings from continuing operations
|
281.8
|
|
|
218.4
|
|
|
207.0
|
|
|||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(137.1
|
)
|
|
(146.7
|
)
|
|
(175.0
|
)
|
|||
Amortization of deferred financing fees
|
(8.2
|
)
|
|
(10.4
|
)
|
|
(22.0
|
)
|
|||
Loss on debt extinguishment
|
(6.3
|
)
|
|
(29.7
|
)
|
|
(44.0
|
)
|
|||
Other income (expense)-net
|
0.1
|
|
|
2.3
|
|
|
(9.0
|
)
|
|||
Total other expenses
|
(151.5
|
)
|
|
(184.5
|
)
|
|
(250.0
|
)
|
|||
Earnings (loss) from continuing operations before taxes on earnings
|
130.3
|
|
|
33.9
|
|
|
(43.0
|
)
|
|||
Provision for taxes on earnings
|
38.0
|
|
|
13.6
|
|
|
26.2
|
|
|||
Earnings (loss) from continuing operations
|
92.3
|
|
|
20.3
|
|
|
(69.2
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Earnings (loss) from discontinued operations, net of income taxes of $0.2, ($2.6) and $1.7, respectively
|
0.3
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|||
Loss on sale of discontinued operations, net of income taxes of $0.0, $29.9 and $0.0, respectively
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|||
Net earnings (loss)
|
92.6
|
|
|
(17.7
|
)
|
|
(77.3
|
)
|
|||
Less: Net loss attributable to noncontrolling interest, net of tax
|
(9.1
|
)
|
|
(6.5
|
)
|
|
(2.7
|
)
|
|||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
(74.6
|
)
|
Amounts attributable to the Manitowoc common shareholders:
|
|
|
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations
|
$
|
101.4
|
|
|
$
|
26.8
|
|
|
$
|
(66.5
|
)
|
Loss from discontinued operations, net of income taxes
|
0.3
|
|
|
(3.4
|
)
|
|
(8.1
|
)
|
|||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
(11.2
|
)
|
|
$
|
(74.6
|
)
|
Per Share Data
|
|
|
|
|
|
|
|
|
|||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders
|
$
|
0.77
|
|
|
$
|
0.21
|
|
|
$
|
(0.51
|
)
|
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders
|
—
|
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
(0.27
|
)
|
|
—
|
|
|||
Earnings (loss) per share attributable to Manitowoc common shareholders
|
$
|
0.77
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.57
|
)
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders
|
$
|
0.76
|
|
|
$
|
0.20
|
|
|
$
|
(0.51
|
)
|
Loss from discontinued operations attributable to Manitowoc common shareholders
|
—
|
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
(0.26
|
)
|
|
—
|
|
|||
Earnings (loss) per share attributable to Manitowoc common shareholders
|
$
|
0.76
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.57
|
)
|
Millions of dollars
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings (loss)
|
|
$
|
92.6
|
|
|
$
|
(17.7
|
)
|
|
$
|
(77.3
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
8.3
|
|
|
(10.9
|
)
|
|
(33.4
|
)
|
|||
Derivative instrument fair market value adjustment, net of income taxes of $2.6, $2.2, and $(3.3), respectively.
|
|
5.2
|
|
|
4.0
|
|
|
(6.1
|
)
|
|||
Employee pension and postretirement benefits, net of income taxes of $(0.5), $(9.7), and $(6.7), respectively.
|
|
(18.1
|
)
|
|
(18.0
|
)
|
|
(12.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total other comprehensive loss, net of tax
|
|
(4.6
|
)
|
|
(24.9
|
)
|
|
(51.9
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
|
88.0
|
|
|
(42.6
|
)
|
|
(129.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive loss attributable to noncontrolling interest
|
|
(9.1
|
)
|
|
(6.5
|
)
|
|
(2.7
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss) attributable to Manitowoc
|
|
$
|
97.1
|
|
|
$
|
(36.1
|
)
|
|
$
|
(126.5
|
)
|
Millions of dollars, except shares data
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
73.4
|
|
|
$
|
68.6
|
|
Marketable securities
|
|
2.7
|
|
|
2.7
|
|
||
Restricted cash
|
|
10.6
|
|
|
7.2
|
|
||
Accounts receivable, less allowances of $13.5 and $12.8, respectively
|
|
332.7
|
|
|
294.5
|
|
||
Inventories — net
|
|
707.6
|
|
|
662.3
|
|
||
Deferred income taxes
|
|
89.0
|
|
|
116.7
|
|
||
Other current assets
|
|
105.2
|
|
|
77.8
|
|
||
Current assets of discontinued operation
|
|
6.8
|
|
|
7.1
|
|
||
Total current assets
|
|
1,328.0
|
|
|
1,236.9
|
|
||
Property, plant and equipment — net
|
|
556.1
|
|
|
564.5
|
|
||
Goodwill
|
|
1,210.7
|
|
|
1,208.0
|
|
||
Other intangible assets — net
|
|
796.4
|
|
|
831.6
|
|
||
Other non-current assets
|
|
130.3
|
|
|
144.5
|
|
||
Long-term assets of discontinued operation
|
|
35.8
|
|
|
37.1
|
|
||
Total assets
|
|
$
|
4,057.3
|
|
|
$
|
4,022.6
|
|
Liabilities and Equity
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
912.9
|
|
|
$
|
864.2
|
|
Short-term borrowings
|
|
92.8
|
|
|
79.1
|
|
||
Product warranties
|
|
82.1
|
|
|
93.1
|
|
||
Customer advances
|
|
24.2
|
|
|
35.1
|
|
||
Product liabilities
|
|
27.9
|
|
|
26.8
|
|
||
Current liabilities of discontinued operation
|
|
6.0
|
|
|
5.2
|
|
||
Total current liabilities
|
|
1,145.9
|
|
|
1,103.5
|
|
||
Non-Current Liabilities:
|
|
|
|
|
|
|
||
Long-term debt
|
|
1,732.0
|
|
|
1,810.9
|
|
||
Deferred income taxes
|
|
223.0
|
|
|
258.2
|
|
||
Pension obligations
|
|
114.3
|
|
|
90.6
|
|
||
Postretirement health and other benefit obligations
|
|
53.4
|
|
|
59.8
|
|
||
Long-term deferred revenue
|
|
37.7
|
|
|
34.2
|
|
||
Other non-current liabilities
|
|
161.1
|
|
|
175.6
|
|
||
Long-term liabilities of discontinued operation
|
|
8.6
|
|
|
8.7
|
|
||
Total non-current liabilities
|
|
2,330.1
|
|
|
2,438.0
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
|
||
Total Equity:
|
|
|
|
|
|
|
||
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 132,769,478 and 131,884,765 shares outstanding, respectively)
|
|
1.4
|
|
|
1.4
|
|
||
Additional paid-in capital
|
|
486.9
|
|
|
466.6
|
|
||
Accumulated other comprehensive income (loss)
|
|
(29.4
|
)
|
|
(24.8
|
)
|
||
Retained earnings
|
|
222.1
|
|
|
131.0
|
|
||
Treasury stock, at cost (30,406,450 and 31,291,163 shares, respectively)
|
|
(80.7
|
)
|
|
(83.2
|
)
|
||
Total Manitowoc stockholders’ equity
|
|
600.3
|
|
|
491.0
|
|
||
Noncontrolling interest
|
|
(19.0
|
)
|
|
(9.9
|
)
|
||
Total equity
|
|
581.3
|
|
|
481.1
|
|
||
Total liabilities and equity
|
|
$
|
4,057.3
|
|
|
$
|
4,022.6
|
|
Millions of dollars
|
2012
|
|
2011
|
|
2010
|
||||||
Cash Flows From Operations
|
|
|
|
|
|
|
|
|
|||
Net earnings (loss)
|
$
|
92.6
|
|
|
$
|
(17.7
|
)
|
|
$
|
(77.3
|
)
|
Adjustments to reconcile net earnings to cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
|||
Discontinued operations, net of income taxes
|
(0.3
|
)
|
|
3.4
|
|
|
8.1
|
|
|||
Depreciation
|
69.5
|
|
|
81.5
|
|
|
86.5
|
|
|||
Amortization of intangible assets
|
37.1
|
|
|
37.9
|
|
|
37.4
|
|
|||
Amortization of deferred financing fees
|
8.2
|
|
|
10.4
|
|
|
22.0
|
|
|||
Deferred income taxes
|
(8.5
|
)
|
|
24.5
|
|
|
25.4
|
|
|||
Loss on early extinguishment of debt
|
6.3
|
|
|
29.7
|
|
|
44.0
|
|
|||
Loss (gain) on sale of property, plant and equipment
|
3.0
|
|
|
(2.2
|
)
|
|
(3.3
|
)
|
|||
Loss on sale of discontinued operations
|
—
|
|
|
34.6
|
|
|
—
|
|
|||
Other
|
16.4
|
|
|
13.7
|
|
|
8.4
|
|
|||
Changes in operating assets and liabilities, excluding the effects of business acquisitions or dispositions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(35.6
|
)
|
|
(98.2
|
)
|
|
17.9
|
|
|||
Inventories
|
(41.0
|
)
|
|
(111.9
|
)
|
|
0.8
|
|
|||
Other assets
|
(1.9
|
)
|
|
(1.2
|
)
|
|
29.8
|
|
|||
Accounts payable
|
25.7
|
|
|
98.6
|
|
|
46.2
|
|
|||
Accrued expenses and other liabilities
|
(12.4
|
)
|
|
(70.6
|
)
|
|
(43.4
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
159.1
|
|
|
32.5
|
|
|
202.5
|
|
|||
Net cash provided by (used for) operating activities of discontinued operations
|
3.2
|
|
|
(16.9
|
)
|
|
6.8
|
|
|||
Net cash provided by operating activities
|
162.3
|
|
|
15.6
|
|
|
209.3
|
|
|||
Cash Flows From Investing
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(72.9
|
)
|
|
(64.8
|
)
|
|
(35.9
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
0.9
|
|
|
17.5
|
|
|
23.2
|
|
|||
Restricted cash
|
(3.3
|
)
|
|
2.2
|
|
|
(3.0
|
)
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||
Proceeds from sale of business
|
—
|
|
|
143.6
|
|
|
—
|
|
|||
Net cash (used for) provided by investing activities of continuing operations
|
(75.3
|
)
|
|
98.5
|
|
|
(20.5
|
)
|
|||
Net cash used for investing activities of discontinued operations
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(4.4
|
)
|
|||
Net cash (used for) provided by investing activities
|
(75.5
|
)
|
|
98.4
|
|
|
(24.9
|
)
|
|||
Cash Flows From Financing
|
|
|
|
|
|
|
|
|
|||
Proceeds from (payments on) revolving credit facility-net
|
34.4
|
|
|
(24.2
|
)
|
|
24.2
|
|
|||
Proceeds from swap monetization
|
14.8
|
|
|
21.5
|
|
|
—
|
|
|||
Payments on long-term debt
|
(495.4
|
)
|
|
(960.3
|
)
|
|
(1,250.8
|
)
|
|||
Proceeds from long-term debt
|
383.3
|
|
|
845.0
|
|
|
1,063.0
|
|
|||
Proceeds from securitization facility
|
—
|
|
|
—
|
|
|
101.0
|
|
|||
(Payments on) securitization facility
|
—
|
|
|
—
|
|
|
(101.0
|
)
|
|||
(Payments on) proceeds from notes financing - net
|
(10.4
|
)
|
|
14.8
|
|
|
(4.1
|
)
|
|||
Debt issuance costs
|
(5.7
|
)
|
|
(14.7
|
)
|
|
(27.0
|
)
|
|||
Dividends paid
|
(10.6
|
)
|
|
(10.6
|
)
|
|
(10.6
|
)
|
|||
Exercises of stock options including windfall tax benefits
|
6.4
|
|
|
2.6
|
|
|
0.9
|
|
|||
Net cash used for financing activities
|
(83.2
|
)
|
|
(125.9
|
)
|
|
(204.4
|
)
|
|||
Effect of exchange rate changes on cash
|
1.2
|
|
|
(3.2
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
4.8
|
|
|
(15.1
|
)
|
|
(20.0
|
)
|
|||
Balance at beginning of year
|
68.6
|
|
|
83.7
|
|
|
103.7
|
|
|||
Balance at end of year
|
$
|
73.4
|
|
|
$
|
68.6
|
|
|
$
|
83.7
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
137.7
|
|
|
$
|
154.1
|
|
|
$
|
159.3
|
|
Income taxes paid (refunded)
|
$
|
18.8
|
|
|
$
|
24.2
|
|
|
$
|
(40.4
|
)
|
Millions of dollars, except shares data
|
2012
|
|
2011
|
|
2010
|
||||||
Common Stock - Shares Outstanding
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
131,884,765
|
|
|
131,388,472
|
|
|
130,708,124
|
|
|||
Stock options exercised
|
699,913
|
|
|
244,923
|
|
|
166,718
|
|
|||
Restricted stock
|
184,800
|
|
|
251,370
|
|
|
513,630
|
|
|||
Balance at end of year
|
132,769,478
|
|
|
131,884,765
|
|
|
131,388,472
|
|
|||
Common Stock - Par Value
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
Balance at end of year
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
Additional Paid-in Capital
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
$
|
466.6
|
|
|
$
|
450.6
|
|
|
$
|
442.3
|
|
Stock options exercised and issuance of other stock awards
|
2.0
|
|
|
0.2
|
|
|
(0.7
|
)
|
|||
Restricted stock expense
|
4.5
|
|
|
4.0
|
|
|
2.6
|
|
|||
Windfall tax benefit on stock options exercised
|
1.9
|
|
|
0.8
|
|
|
(0.2
|
)
|
|||
Performance shares
|
5.2
|
|
|
4.1
|
|
|
—
|
|
|||
Stock option expense
|
6.7
|
|
|
6.9
|
|
|
6.6
|
|
|||
Balance at end of year
|
$
|
486.9
|
|
|
$
|
466.6
|
|
|
$
|
450.6
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
$
|
(24.8
|
)
|
|
$
|
0.1
|
|
|
$
|
52.0
|
|
Other comprehensive loss
|
(4.6
|
)
|
|
(24.9
|
)
|
|
(51.9
|
)
|
|||
Balance at end of year
|
$
|
(29.4
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
0.1
|
|
Retained Earnings
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
$
|
131.0
|
|
|
$
|
152.8
|
|
|
$
|
238.0
|
|
Net earnings (loss)
|
101.7
|
|
|
(11.2
|
)
|
|
(74.6
|
)
|
|||
Cash dividends
|
(10.6
|
)
|
|
(10.6
|
)
|
|
(10.6
|
)
|
|||
Balance at end of year
|
$
|
222.1
|
|
|
$
|
131.0
|
|
|
$
|
152.8
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
$
|
(83.2
|
)
|
|
$
|
(84.7
|
)
|
|
$
|
(86.3
|
)
|
Stock options exercised and issuance of other stock awards
|
2.5
|
|
|
1.5
|
|
|
1.6
|
|
|||
Balance at end of year
|
$
|
(80.7
|
)
|
|
$
|
(83.2
|
)
|
|
$
|
(84.7
|
)
|
Equity attributable to Manitowoc shareholders
|
$
|
600.3
|
|
|
$
|
491.0
|
|
|
$
|
520.2
|
|
Noncontrolling Interest
|
|
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
(9.9
|
)
|
|
(3.4
|
)
|
|
(0.7
|
)
|
|||
Comprehensive loss attributable to noncontrolling interest
|
(9.1
|
)
|
|
(6.5
|
)
|
|
(2.7
|
)
|
|||
Balance at end of year
|
$
|
(19.0
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(3.4
|
)
|
Total equity
|
$
|
581.3
|
|
|
$
|
481.1
|
|
|
$
|
516.8
|
|
(in millions)
|
|
As of December 31, 2011
|
||||||
Consolidated Balance Sheets:
|
|
As Reported
|
|
As Revised*
|
||||
Inventories - net
|
|
$
|
668.7
|
|
|
$
|
665.8
|
|
Other non-current assets
|
|
140.6
|
|
|
144.6
|
|
||
Goodwill
|
|
1,164.8
|
|
|
1,221.1
|
|
||
Accounts payable and accrued expenses
|
|
869.8
|
|
|
868.7
|
|
||
Deferred income taxes (non-current liability)
|
|
215.8
|
|
|
266.7
|
|
||
Total equity
|
|
$
|
473.5
|
|
|
$
|
481.1
|
|
|
|
For the years ended December 31,
|
||||||||||||||
(in millions, except per share data)
|
|
2011
|
|
2010
|
||||||||||||
Consolidated Statements of Operations:
|
|
As Reported
|
|
As Revised*
|
|
As Reported
|
|
As Revised*
|
||||||||
Cost of sales
|
|
$
|
2,813.9
|
|
|
$
|
2,816.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings from continuing operations before taxes on earnings
|
|
37.4
|
|
|
34.5
|
|
|
—
|
|
|
—
|
|
||||
Provision for taxes on earnings
|
|
15.9
|
|
|
13.7
|
|
|
30.9
|
|
|
26.0
|
|
||||
Earnings (loss) from continuing operations
|
|
21.5
|
|
|
20.8
|
|
|
(74.6
|
)
|
|
(69.7
|
)
|
||||
Net loss
|
|
(17.0
|
)
|
|
(17.7
|
)
|
|
(82.2
|
)
|
|
(77.3
|
)
|
||||
Net loss attributable to Manitowoc
|
|
$
|
(10.5
|
)
|
|
$
|
(11.2
|
)
|
|
$
|
(79.5
|
)
|
|
$
|
(74.6
|
)
|
Basic earnings (loss) per share from continuing operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.55
|
)
|
|
$
|
(0.51
|
)
|
Diluted earnings (loss) per share from continuing operations
|
|
0.21
|
|
|
0.20
|
|
|
(0.55
|
)
|
|
(0.51
|
)
|
||||
Basic loss per share
|
|
(0.08
|
)
|
|
(0.09
|
)
|
|
(0.61
|
)
|
|
(0.57
|
)
|
||||
Diluted earnings (loss) per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.61
|
)
|
|
$
|
(0.57
|
)
|
|
Useful lives
|
Patents
|
10-20 years
|
Engineering drawings
|
15 years
|
Customer relationships
|
10-20 years
|
|
Years
|
Building and improvements
|
2 - 40
|
Machinery, equipment and tooling
|
2 - 20
|
Furniture and fixtures
|
3 - 15
|
Computer hardware and software
|
2 - 7
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
$
|
32.6
|
|
|
$
|
32.7
|
|
|
$
|
30.2
|
|
|
|
|
|
|
|
|
||||||
Pretax earnings (loss) from discontinued operation
|
|
$
|
1.7
|
|
|
$
|
0.6
|
|
|
$
|
(0.8
|
)
|
Provision (benefit) for taxes on earnings
|
|
0.7
|
|
|
0.1
|
|
|
(0.3
|
)
|
|||
Net earnings (loss) from discontinued operation
|
|
$
|
1.0
|
|
|
$
|
0.5
|
|
|
$
|
(0.5
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
216.4
|
|
|
|
|
|
|
|
|
||||||
Pretax loss from discontinued operation
|
|
$
|
(0.8
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(4.6
|
)
|
Provision (benefit) for taxes on earnings
|
|
(0.3
|
)
|
|
(2.2
|
)
|
|
2.2
|
|
|||
Net loss from discontinued operation
|
|
$
|
(0.5
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(6.8
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Pretax loss from discontinued operation
|
|
$
|
(0.4
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(1.0
|
)
|
Provision (benefit) for taxes on earnings
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|||
Net loss from discontinued operation
|
|
$
|
(0.2
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.8
|
)
|
|
|
Fair Value as of December 31, 2012
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
Marketable securities
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||
Total Current assets at fair value
|
|
$
|
2.7
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Commodity contracts
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
Interest rate swap contracts
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Total Current liabilities at fair value
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Total Non-current liabilities at fair value
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
|
Fair Value as of December 31, 2011
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Marketable securities
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||
Total Current assets at fair value
|
|
$
|
2.7
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-current Assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Interest rate cap contracts
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Total Non-current assets at fair value
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$
|
—
|
|
|
$
|
6.7
|
|
|
$
|
—
|
|
|
$
|
6.7
|
|
Commodity contracts
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
||||
Total Current liabilities at fair value
|
|
$
|
—
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
Total Non-current liabilities at fair value
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
|
|
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or
|
|
|
|
|
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
|
|
|
|
|
|
Inputs other than quoted prices that are observable for the asset or liability
|
|
|
|
Level 3
|
|
Unobservable inputs for the asset or liability
|
Commodity
|
|
Units Hedged
|
|
|
|
Type
|
Aluminum
|
|
1,382
|
|
MT
|
|
Cash Flow
|
Copper
|
|
515
|
|
MT
|
|
Cash Flow
|
Natural Gas
|
|
158,670
|
|
MMBtu
|
|
Cash Flow
|
Steel
|
|
10,041
|
|
Short Tons
|
|
Cash Flow
|
Short Currency
|
|
Units Hedged
|
|
Type
|
Canadian Dollar
|
|
9,351,126
|
|
Cash Flow
|
European Euro
|
|
66,389,190
|
|
Cash Flow
|
South Korean Won
|
|
2,595,874,455
|
|
Cash Flow
|
Singapore Dollar
|
|
4,800,000
|
|
Cash Flow
|
United States Dollar
|
|
2,398,273
|
|
Cash Flow
|
Chinese Renminbi
|
|
187,640,472
|
|
Cash Flow
|
Short Currency
|
|
Units Hedged
|
|
Recognized Location
|
|
Purpose
|
Euro
|
|
24,540,841
|
|
Other income, net
|
|
Accounts payable and receivable settlement
|
United States Dollar
|
|
6,432,000
|
|
Other income, net
|
|
Accounts payable and receivable settlement
|
Pound Sterling
|
|
11,100,000
|
|
Other income, net
|
|
Accounts payable and receivable settlement
|
|
ASSET DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
$
|
2.6
|
|
Total derivatives designated as hedging instruments
|
|
$
|
2.6
|
|
|
ASSET DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
Foreign exchange contracts
|
Other current assets
|
$
|
0.3
|
|
Total derivatives NOT designated as hedging instruments
|
|
$
|
0.3
|
|
|
|
|
|
|
Total asset derivatives
|
|
$
|
2.9
|
|
|
LIABILITY DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
Foreign exchange contracts
|
Accounts payable and accrued expenses
|
$
|
0.4
|
|
Interest rate swap contracts: Fixed-to-float
|
Other non-current liabilities
|
1.1
|
|
|
Commodity contracts
|
Accounts payable and accrued expenses
|
0.8
|
|
|
Total derivatives designated as hedging instruments
|
|
$
|
2.3
|
|
|
LIABILITY DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
Foreign exchange contracts
|
Accounts payable and accrued expenses
|
$
|
0.5
|
|
Interest rate swap contracts: Float-to-fixed
|
Accounts payable and accrued expenses
|
0.3
|
|
|
Total derivatives NOT designated as hedging instruments
|
|
$
|
0.8
|
|
|
|
|
|
|
Total liability derivatives
|
|
$
|
3.1
|
|
Derivatives in Cash Flow Hedging
Relationships (in millions)
|
|
Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion, net of
tax)
|
|
Location of Gain or
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
|
|
Amount of Gain or
(Loss) Reclassified from
Accumulated OCI into
Income (Effective
Portion)
|
||||
Foreign exchange contracts
|
|
$
|
4.2
|
|
|
Cost of sales
|
|
$
|
(7.3
|
)
|
Interest rate swap & cap contracts
|
|
(0.2
|
)
|
|
Interest expense
|
|
0.1
|
|
||
Commodity contracts
|
|
1.0
|
|
|
Cost of sales
|
|
(2.7
|
)
|
||
Total
|
|
$
|
5.0
|
|
|
|
|
$
|
(9.9
|
)
|
Derivatives Relationships (in millions)
|
Location of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)
|
Amount of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)
|
||
Commodity contracts
|
Cost of sales
|
$
|
—
|
|
Total
|
|
$
|
—
|
|
Derivatives Not Designated as
Hedging Instruments (in millions)
|
Location of Gain or (Loss)
Recognized in Income on
Derivative
|
Amount of Gain or (Loss)
Recognized in Income on
Derivative
|
||
Foreign exchange contracts
|
Other income
|
$
|
1.2
|
|
Interest rate swap contracts
|
Other income
|
9.3
|
|
|
Total
|
|
$
|
10.5
|
|
Derivatives Designated as Fair
Market Value Instruments under
ASC 815 (in millions)
|
Location of Gain or (Loss)
Recognized in Income on
Derivative
|
Amount of Gain or (Loss)
Recognized in Income on
Derivative
|
||
Interest rate swap contracts
|
Interest expense
|
$
|
(1.7
|
)
|
Total
|
|
$
|
(1.7
|
)
|
Commodity
|
|
Units Hedged
|
|
|
|
Type
|
Aluminum
|
|
1,254
|
|
MT
|
|
Cash Flow
|
Copper
|
|
684
|
|
MT
|
|
Cash Flow
|
Natural Gas
|
|
346,902
|
|
MMBtu
|
|
Cash Flow
|
Steel
|
|
8,231
|
|
Short Tons
|
|
Cash Flow
|
Short Currency
|
|
Units Hedged
|
|
Type
|
Canadian Dollar
|
|
25,083,644
|
|
Cash Flow
|
European Euro
|
|
67,565,453
|
|
Cash Flow
|
South Korean Won
|
|
3,224,015,436
|
|
Cash Flow
|
Singapore Dollar
|
|
4,800,000
|
|
Cash Flow
|
United States Dollar
|
|
5,538,777
|
|
Cash Flow
|
Chinese Renminbi
|
|
111,177,800
|
|
Cash Flow
|
Short Currency
|
|
Units Hedged
|
|
Recognized Location
|
|
Purpose
|
Euro
|
|
33,150,213
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
United States Dollar
|
|
6,000,000
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Australian Dollar
|
|
7,569,912
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
|
ASSET DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
Foreign Exchange Contracts
|
Other current assets
|
$
|
0.6
|
|
Interest rate swap contracts: Fixed-to-float
|
Other non-current assets
|
0.5
|
|
|
Interest rate cap contracts
|
Other non-current assets
|
0.3
|
|
|
Total derivatives designated as hedging instruments
|
|
$
|
1.4
|
|
|
ASSET DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
Foreign Exchange Contracts
|
Other current assets
|
$
|
0.1
|
|
Total derivatives NOT designated as hedging instruments
|
|
$
|
0.1
|
|
|
|
|
|
|
Total asset derivatives
|
|
$
|
1.5
|
|
|
LIABILITIES DERIVATIVES
|
||||
(in millions)
|
Balance Sheet Location
|
|
Fair Value
|
||
Derivatives designated as hedging instruments
|
|
|
|
|
|
Foreign Exchange Contracts
|
Accounts payable and accrued expenses
|
|
$
|
5.2
|
|
Commodity Contracts
|
Accounts payable and accrued expenses
|
|
2.5
|
|
|
Total derivatives designated as hedging instruments
|
|
|
$
|
7.7
|
|
|
LIABILITY DERIVATIVES
|
|||
(in millions)
|
Balance Sheet Location
|
Fair Value
|
||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
Foreign Exchange Contracts
|
Accounts payable and accrued expenses
|
$
|
1.6
|
|
Interest Rate Swap Contracts: Float-to-Fixed
|
Accounts payable and accrued expenses
|
9.5
|
|
|
Total derivatives NOT designated as hedging instruments
|
|
$
|
11.1
|
|
|
|
|
|
|
Total liability derivatives
|
|
$
|
18.8
|
|
Derivatives in Cash Flow Hedging
Relationships (in millions)
|
|
Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion, net of
tax)
|
|
Location of Gain or
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
|
|
Amount of Gain or
(Loss) Reclassified from
Accumulated OCI into
Income (Effective
Portion)
|
||||
Foreign Exchange Contracts
|
|
$
|
(3.7
|
)
|
|
Cost of sales
|
|
$
|
2.5
|
|
Interest Rate Swap & Cap Contracts
|
|
1.3
|
|
|
Interest expense
|
|
(5.3
|
)
|
||
Commodity Contracts
|
|
(2.1
|
)
|
|
Cost of sales
|
|
(0.3
|
)
|
||
Total
|
|
$
|
(4.5
|
)
|
|
|
|
$
|
(3.1
|
)
|
Derivatives in Fair Value Hedging
Relationships (in millions)
|
|
Location of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)
|
|
Amount of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective
Portion and Amount
Excluded from Effectiveness
Testing)
|
||
Commodity Contracts
|
|
Cost of sales
|
|
$
|
(0.1
|
)
|
Total
|
|
|
|
$
|
(0.1
|
)
|
Derivatives Not Designated as Hedging
Instruments (in millions)
|
|
Location of Gain or (Loss)
recognized in Income on
Derivative
|
|
Amount of Gain or (Loss)
Recognized in Income on
Derivative
|
||
Foreign Exchange Contracts
|
|
Other income
|
|
$
|
(2.0
|
)
|
Interest Rate Swap Contracts
|
|
Other income
|
|
4.8
|
|
|
Total
|
|
|
|
$
|
2.8
|
|
Derivatives in Cash Flow Hedging
Relationships (in millions) |
|
Amount of Gain or
(Loss) Recognized in OCI on Derivative (Effective Portion, net of tax) |
|
Location of Gain or
(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Amount of Gain or
(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
||||
Foreign Exchange Contracts
|
|
$
|
0.2
|
|
|
Cost of sales
|
|
$
|
(4.0
|
)
|
Interest Rate Swap & Cap Contracts
|
|
(6.7
|
)
|
|
Interest expense
|
|
(10.4
|
)
|
||
Commodity contracts
|
|
(0.4
|
)
|
|
Cost of sales
|
|
1.1
|
|
||
Total
|
|
$
|
(6.9
|
)
|
|
|
|
$
|
(13.3
|
)
|
Derivatives in Fair Value Hedging
Relationships (in millions) |
|
Location of Gain or (Loss)
Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) |
|
Amount of Gain or (Loss)
Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) |
||
Interest Rate Swap Contracts
|
|
Interest Expense
|
|
$
|
(21.8
|
)
|
Total
|
|
|
|
$
|
(21.8
|
)
|
Derivatives Not Designated as Hedging
Instruments (in millions) |
|
Location of Gain or (Loss)
recognized in Income on Derivative |
|
Amount of Gain or (Loss)
Recognized in Income on Derivative |
||
Foreign Exchange Contracts
|
|
Other income
|
|
$
|
0.5
|
|
Total
|
|
|
|
$
|
0.5
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Inventories — gross:
|
|
|
|
|
|
|
||
Raw materials
|
|
$
|
231.1
|
|
|
$
|
244.2
|
|
Work-in-process
|
|
149.7
|
|
|
167.7
|
|
||
Finished goods
|
|
437.6
|
|
|
356.6
|
|
||
Total inventories — gross
|
|
818.4
|
|
|
768.5
|
|
||
Excess and obsolete inventory reserve
|
|
(74.2
|
)
|
|
(74.8
|
)
|
||
Net inventories at FIFO cost
|
|
744.2
|
|
|
693.7
|
|
||
Excess of FIFO costs over LIFO value
|
|
(36.6
|
)
|
|
(31.4
|
)
|
||
Inventories — net
|
|
$
|
707.6
|
|
|
$
|
662.3
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Land
|
|
$
|
43.4
|
|
|
$
|
49.2
|
|
Building and improvements
|
|
362.7
|
|
|
335.2
|
|
||
Machinery, equipment and tooling
|
|
503.2
|
|
|
487.7
|
|
||
Furniture and fixtures
|
|
48.6
|
|
|
48.7
|
|
||
Computer hardware and software
|
|
113.8
|
|
|
82.2
|
|
||
Rental cranes
|
|
86.2
|
|
|
109.3
|
|
||
Construction in progress
|
|
66.0
|
|
|
79.4
|
|
||
Total cost
|
|
1,223.9
|
|
|
1,191.7
|
|
||
Less accumulated depreciation
|
|
(667.8
|
)
|
|
(627.2
|
)
|
||
Property, plant and equipment-net
|
|
$
|
556.1
|
|
|
$
|
564.5
|
|
(in millions)
|
|
Crane
|
|
Foodservice
|
|
Total
|
||||||
Gross balance as of January 1, 2011
|
|
$
|
343.9
|
|
|
$
|
1,388.2
|
|
|
$
|
1,732.1
|
|
Restructuring reserve adjustment
|
|
—
|
|
|
(3.0
|
)
|
|
(3.0
|
)
|
|||
Foreign currency impact
|
|
(5.1
|
)
|
|
(0.3
|
)
|
|
(5.4
|
)
|
|||
Gross balance as of December 31, 2011
|
|
$
|
338.8
|
|
|
$
|
1,384.9
|
|
|
$
|
1,723.7
|
|
Asset impairments
|
|
—
|
|
|
(515.7
|
)
|
|
(515.7
|
)
|
|||
Net balance as of December 31, 2011
|
|
$
|
338.8
|
|
|
$
|
869.2
|
|
|
$
|
1,208.0
|
|
|
|
|
|
|
|
|
||||||
Restructuring reserve adjustment
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||
Foreign currency impact
|
|
2.9
|
|
|
0.4
|
|
|
3.3
|
|
|||
Gross balance as of December 31, 2012
|
|
$
|
341.7
|
|
|
$
|
1,384.7
|
|
|
$
|
1,726.4
|
|
Asset impairments
|
|
—
|
|
|
(515.7
|
)
|
|
(515.7
|
)
|
|||
Net balance as of December 31, 2012
|
|
$
|
341.7
|
|
|
$
|
869.0
|
|
|
$
|
1,210.7
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(in millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
Amount
|
|
Net
Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
Amount
|
|
Net
Book
Value
|
||||||||||||
Trademarks and tradenames
|
|
$
|
309.4
|
|
|
$
|
—
|
|
|
$
|
309.4
|
|
|
$
|
308.1
|
|
|
$
|
—
|
|
|
$
|
308.1
|
|
Customer relationships
|
|
426.7
|
|
|
(94.1
|
)
|
|
332.6
|
|
|
426.9
|
|
|
(72.1
|
)
|
|
354.8
|
|
||||||
Patents
|
|
33.6
|
|
|
(26.1
|
)
|
|
7.5
|
|
|
33.1
|
|
|
(23.3
|
)
|
|
9.8
|
|
||||||
Engineering drawings
|
|
11.1
|
|
|
(8.1
|
)
|
|
3.0
|
|
|
11.1
|
|
|
(7.3
|
)
|
|
3.8
|
|
||||||
Distribution network
|
|
20.6
|
|
|
—
|
|
|
20.6
|
|
|
20.4
|
|
|
—
|
|
|
20.4
|
|
||||||
Other intangibles
|
|
178.2
|
|
|
(54.9
|
)
|
|
123.3
|
|
|
177.3
|
|
|
(42.6
|
)
|
|
134.7
|
|
||||||
|
|
$
|
979.6
|
|
|
$
|
(183.2
|
)
|
|
$
|
796.4
|
|
|
$
|
976.9
|
|
|
$
|
(145.3
|
)
|
|
$
|
831.6
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Trade accounts payable and interest payable
|
|
$
|
510.2
|
|
|
$
|
480.1
|
|
Employee related expenses
|
|
96.9
|
|
|
95.8
|
|
||
Restructuring expenses
|
|
25.3
|
|
|
21.9
|
|
||
Profit sharing and incentives
|
|
42.9
|
|
|
33.1
|
|
||
Accrued rebates
|
|
39.7
|
|
|
38.2
|
|
||
Deferred revenue - current
|
|
29.5
|
|
|
27.0
|
|
||
Derivative liabilities
|
|
1.9
|
|
|
18.8
|
|
||
Income taxes payable
|
|
37.6
|
|
|
—
|
|
||
Miscellaneous accrued expenses
|
|
128.9
|
|
|
149.3
|
|
||
|
|
$
|
912.9
|
|
|
$
|
864.2
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Revolving credit facility
|
|
$
|
34.4
|
|
|
$
|
—
|
|
Term loan A
|
|
297.5
|
|
|
332.5
|
|
||
Term loan B
|
|
81.0
|
|
|
332.0
|
|
||
Senior notes due 2013
|
|
—
|
|
|
150.0
|
|
||
Senior notes due 2018
|
|
410.5
|
|
|
407.7
|
|
||
Senior notes due 2020
|
|
621.2
|
|
|
613.5
|
|
||
Senior notes due 2022
|
|
298.9
|
|
|
—
|
|
||
Other
|
|
81.3
|
|
|
54.3
|
|
||
Total debt
|
|
1,824.8
|
|
|
1,890.0
|
|
||
Less current portion and short-term borrowings
|
|
(92.8
|
)
|
|
(79.1
|
)
|
||
Long-term debt
|
|
$
|
1,732.0
|
|
|
$
|
1,810.9
|
|
Fiscal Quarter Ending
|
|
Consolidated Senior
Secured Leverage
Ratio
(less than)
|
|
Consolidated Interest
Coverage Ratio
(greater than)
|
December 31, 2012
|
|
3.50:1.00
|
|
2.00:1.00
|
March 31, 2013
|
|
3.50:1.00
|
|
2.25:1.00
|
June 30, 2013
|
|
3.25:1.00
|
|
2.25:1.00
|
September 30, 2013
|
|
3.25:1.00
|
|
2.50:1.00
|
December 31, 2013
|
|
3.25:1.00
|
|
2.50:1.00
|
March 31, 2014
|
|
3.25:1.00
|
|
2.75:1.00
|
June 30, 2014
|
|
3.25:1.00
|
|
2.75:1.00
|
September 30, 2014
|
|
3.25:1.00
|
|
2.75:1.00
|
December 31, 2014, and thereafter
|
|
3.00:1.00
|
|
3.00:1.00
|
Year
|
Percentage
|
|
2017
|
102.938
|
%
|
2018
|
101.958
|
%
|
2019
|
100.979
|
%
|
2020 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2014
|
104.750
|
%
|
2015
|
102.375
|
%
|
2016 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2015
|
104.250
|
%
|
2016
|
102.833
|
%
|
2017
|
101.417
|
%
|
2018 and thereafter
|
100.000
|
%
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Earnings (loss) from continuing operations before income taxes:
|
|
|
|
|
|
|
|
|
|
|||
Domestic
|
|
$
|
94.1
|
|
|
$
|
(24.8
|
)
|
|
$
|
(78.4
|
)
|
Foreign
|
|
36.2
|
|
|
58.7
|
|
|
35.4
|
|
|||
Total
|
|
$
|
130.3
|
|
|
$
|
33.9
|
|
|
$
|
(43.0
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal and state
|
|
$
|
29.2
|
|
|
$
|
(20.9
|
)
|
|
$
|
(10.9
|
)
|
Foreign
|
|
17.3
|
|
|
17.2
|
|
|
12.8
|
|
|||
Total current
|
|
$
|
46.5
|
|
|
$
|
(3.7
|
)
|
|
$
|
1.9
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal and state
|
|
$
|
(5.2
|
)
|
|
$
|
13.6
|
|
|
$
|
(9.6
|
)
|
Foreign
|
|
(3.3
|
)
|
|
3.7
|
|
|
33.9
|
|
|||
Total deferred
|
|
$
|
(8.5
|
)
|
|
$
|
17.3
|
|
|
$
|
24.3
|
|
Provision for taxes on earnings
|
|
$
|
38.0
|
|
|
$
|
13.6
|
|
|
$
|
26.2
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Current deferred tax assets (liabilities):
|
|
|
|
|
|
|
||
Inventories
|
|
$
|
26.2
|
|
|
$
|
26.2
|
|
Accounts receivable
|
|
(1.2
|
)
|
|
0.3
|
|
||
Product warranty reserves
|
|
20.5
|
|
|
23.9
|
|
||
Product liability reserves
|
|
8.7
|
|
|
8.4
|
|
||
Deferred revenue, current portion
|
|
2.9
|
|
|
2.0
|
|
||
Deferred employee benefits
|
|
13.2
|
|
|
33.3
|
|
||
Other reserves and allowances
|
|
21.7
|
|
|
28.0
|
|
||
Less valuation allowance
|
|
(7.0
|
)
|
|
(10.2
|
)
|
||
Net deferred tax assets, current
|
|
$
|
85.0
|
|
|
$
|
111.9
|
|
Non-current deferred tax assets (liabilities):
|
|
|
|
|
||||
Property, plant and equipment
|
|
$
|
(33.1
|
)
|
|
$
|
(34.1
|
)
|
Intangible assets
|
|
(312.1
|
)
|
|
(332.9
|
)
|
||
Deferred employee benefits
|
|
71.0
|
|
|
42.0
|
|
||
Product warranty reserves
|
|
2.5
|
|
|
1.8
|
|
||
Tax credits
|
|
1.7
|
|
|
13.8
|
|
||
Net operating loss carryforwards
|
|
222.9
|
|
|
180.6
|
|
||
Deferred revenue
|
|
4.8
|
|
|
6.2
|
|
||
Other
|
|
(3.6
|
)
|
|
(5.5
|
)
|
||
Total non-current deferred tax liabilities
|
|
(45.9
|
)
|
|
(128.1
|
)
|
||
Less valuation allowance
|
|
(161.9
|
)
|
|
(115.0
|
)
|
||
Net deferred tax liabilities, non-current
|
|
$
|
(207.8
|
)
|
|
$
|
(243.1
|
)
|
(in millions)
|
|
2012
|
|
2011
|
||||
Current income tax asset
|
|
$
|
89.0
|
|
|
$
|
116.7
|
|
Long-term income tax assets, included in other non-current assets
|
|
15.2
|
|
|
15.1
|
|
||
Current deferred income tax liability, included in accounts payable and accrued expenses
|
|
(4.0
|
)
|
|
(4.8
|
)
|
||
Long-term deferred income tax liability
|
|
(223.0
|
)
|
|
(258.2
|
)
|
||
Net deferred income tax liability
|
|
$
|
(122.8
|
)
|
|
$
|
(131.2
|
)
|
Jurisdiction
|
|
Open Years
|
U.S. Federal
|
|
2008 — 2012
|
Wisconsin
|
|
2006 — 2012
|
China
|
|
2003 — 2012
|
France
|
|
2010 — 2012
|
Germany
|
|
2001 — 2012
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
|
$
|
56.3
|
|
|
$
|
45.2
|
|
|
$
|
42.3
|
|
Additions based on tax positions related to the current year
|
|
1.8
|
|
|
1.7
|
|
|
4.5
|
|
|||
Additions for tax positions of prior years
|
|
3.6
|
|
|
17.1
|
|
|
8.2
|
|
|||
Reductions for tax positions of prior years
|
|
—
|
|
|
(1.7
|
)
|
|
(8.1
|
)
|
|||
Reductions based on settlements with taxing authorities
|
|
(13.0
|
)
|
|
(5.4
|
)
|
|
—
|
|
|||
Reductions for lapse of statute
|
|
(1.4
|
)
|
|
(0.6
|
)
|
|
(1.7
|
)
|
|||
Balance at end of year
|
|
$
|
47.3
|
|
|
$
|
56.3
|
|
|
$
|
45.2
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Basic weighted average common shares outstanding
|
|
131,447,895
|
|
|
130,481,436
|
|
|
130,581,040
|
|
Effect of dilutive securities - stock options and restricted stock
|
|
1,869,155
|
|
|
2,895,673
|
|
|
—
|
|
Diluted weighted average common shares outstanding
|
|
133,317,050
|
|
|
133,377,109
|
|
|
130,581,040
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Foreign currency translation
|
|
$
|
50.3
|
|
|
$
|
42.0
|
|
Derivative instrument fair market value, net of income taxes of $0.3 and $(2.4)
|
|
0.6
|
|
|
(4.6
|
)
|
||
Employee pension and postretirement benefit adjustments, net of income taxes of $(34.4) and $(33.9)
|
|
(80.3
|
)
|
|
(62.2
|
)
|
||
|
|
$
|
(29.4
|
)
|
|
$
|
(24.8
|
)
|
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding as of January 1, 2011
|
|
7.1
|
|
|
$
|
13.29
|
|
|
|
|
|
Granted
|
|
1.0
|
|
|
19.78
|
|
|
|
|
||
Exercised
|
|
(0.2
|
)
|
|
6.94
|
|
|
|
|
||
Cancelled
|
|
(0.4
|
)
|
|
10.75
|
|
|
|
|
||
Options outstanding as of December 31, 2011
|
|
7.5
|
|
|
$
|
14.44
|
|
|
|
|
|
Granted
|
|
0.7
|
|
|
16.27
|
|
|
|
|
||
Exercised
|
|
(0.7
|
)
|
|
6.53
|
|
|
|
|
||
Cancelled
|
|
(0.1
|
)
|
|
20.53
|
|
|
|
|
||
Options outstanding as of December 31, 2012
|
|
7.4
|
|
|
$
|
15.27
|
|
|
$
|
28.7
|
|
Options exercisable as of:
|
|
|
|
|
|
|
|
|
|
||
December 31, 2012
|
|
4.1
|
|
|
$
|
17.03
|
|
|
$
|
15.8
|
|
|
|
Outstanding
|
|
Weighted
Average
Remaining
Contractual
|
|
Weighted
Average
|
|
Exercisable
|
|
Weighted
Average
|
||||||
Range of Exercise Price per Share
|
|
Options
|
|
Life (Years)
|
|
Exercise Price
|
|
Options
|
|
Exercise Price
|
||||||
$4.23 - $7.49
|
|
1.7
|
|
|
6.0
|
|
$
|
4.42
|
|
|
0.8
|
|
|
$
|
4.42
|
|
$7.50 - $8.47
|
|
0.2
|
|
|
1.2
|
|
7.64
|
|
|
0.2
|
|
|
7.64
|
|
||
$8.48 - $10.20
|
|
0.6
|
|
|
2.3
|
|
10.14
|
|
|
0.6
|
|
|
10.14
|
|
||
10.21 - $16.28
|
|
2.2
|
|
|
7.2
|
|
12.73
|
|
|
0.6
|
|
|
11.01
|
|
||
$16.29 - $23.17
|
|
1.3
|
|
|
6.8
|
|
19.52
|
|
|
0.6
|
|
|
19.23
|
|
||
$23.18 - $27.03
|
|
0.5
|
|
|
3.3
|
|
26.11
|
|
|
0.5
|
|
|
26.11
|
|
||
$27.04 - $29.52
|
|
0.5
|
|
|
4.2
|
|
29.51
|
|
|
0.5
|
|
|
29.51
|
|
||
$29.53 - $47.84
|
|
0.4
|
|
|
5.0
|
|
38.91
|
|
|
0.3
|
|
|
38.86
|
|
||
|
|
7.4
|
|
|
5.7
|
|
$
|
15.27
|
|
|
4.1
|
|
|
$
|
17.03
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Expected Life (years)
|
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
Risk-free Interest rate
|
|
1.1
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
Expected volatility
|
|
55.0
|
%
|
|
52.0
|
%
|
|
50.0
|
%
|
Expected dividend yield
|
|
0.6
|
%
|
|
0.7
|
%
|
|
1.1
|
%
|
|
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Unvested as of January 1, 2012
|
|
0.9
|
|
|
$
|
12.65
|
|
Granted
|
|
0.2
|
|
|
16.22
|
|
|
Vested
|
|
(0.2
|
)
|
|
6.30
|
|
|
Cancelled
|
|
—
|
|
|
—
|
|
|
Unvested as of December 31, 2012
|
|
0.9
|
|
|
$
|
14.86
|
|
|
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Unvested as of January 1, 2012
|
|
0.4
|
|
|
$
|
19.00
|
|
Granted
|
|
0.3
|
|
|
17.62
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Cancelled
|
|
—
|
|
|
—
|
|
|
Unvested as of December 31, 2012
|
|
0.7
|
|
|
$
|
18.41
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Balance at beginning of period
|
|
$
|
103.7
|
|
|
$
|
99.2
|
|
Accruals for warranties issued during the period
|
|
57.1
|
|
|
66.8
|
|
||
Settlements made (in cash or in kind) during the period
|
|
(59.9
|
)
|
|
(62.3
|
)
|
||
Currency translation
|
|
0.5
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
101.4
|
|
|
$
|
103.7
|
|
Restructuring
Reserve Balance as
of
December 31, 2011
|
|
Restructuring
Charges
|
|
Use of Reserve
|
|
Reserve
Revisions
|
|
Restructuring
Reserve Balance as
of
December 31, 2012
|
||||||||||
$
|
4.3
|
|
|
$
|
7.2
|
|
|
$
|
(3.1
|
)
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Restructuring
Reserve Balance as
of
December 31, 2011
|
|
Restructuring
Charges
|
|
Use of Reserve
|
|
Reserve
Revisions
|
|
Restructuring
Reserve Balance as
of
December 31, 2012
|
||||||||||
$
|
17.6
|
|
|
$
|
2.3
|
|
|
$
|
(2.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
16.9
|
|
|
|
US Pension Plans
|
|
Non-US Pension Plans
|
|
Postretirement Health
and Other
|
||||||||||||||||||||||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Service cost - benefits earned during the year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
2.2
|
|
|
$
|
1.8
|
|
|
$
|
1.9
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Interest cost of projected benefit obligation
|
|
10.2
|
|
|
10.4
|
|
|
10.3
|
|
|
10.2
|
|
|
11.0
|
|
|
11.2
|
|
|
2.8
|
|
|
3.4
|
|
|
3.6
|
|
|||||||||
Expected return on assets
|
|
(10.2
|
)
|
|
(9.5
|
)
|
|
(9.3
|
)
|
|
(8.2
|
)
|
|
(9.3
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of actuarial net (gain) loss
|
|
2.9
|
|
|
1.6
|
|
|
0.2
|
|
|
0.8
|
|
|
0.4
|
|
|
0.2
|
|
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
|||||||||
Curtailment gain recognized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement gain recognized
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Special termination benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
|
$
|
2.9
|
|
|
$
|
2.5
|
|
|
$
|
1.8
|
|
|
$
|
3.5
|
|
|
$
|
4.0
|
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
|
$
|
4.5
|
|
|
$
|
4.7
|
|
Weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discount rate
|
|
4.6
|
%
|
|
5.4
|
%
|
|
6.0
|
%
|
|
4.7
|
%
|
|
5.3
|
%
|
|
5.6
|
%
|
|
4.6
|
%
|
|
5.4
|
%
|
|
6.0
|
%
|
|||||||||
Expected return on plan assets
|
|
6.0
|
%
|
|
6.0
|
%
|
|
6.1
|
%
|
|
4.5
|
%
|
|
5.4
|
%
|
|
5.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||||||
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
3.7
|
%
|
|
4.2
|
%
|
|
4.4
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
|
US Pension Plans
|
|
Non-US Pension Plans
|
|
Postretirement
Health
and Other
|
||||||||||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation, beginning of year
|
|
$
|
226.1
|
|
|
$
|
197.3
|
|
|
$
|
221.0
|
|
|
$
|
200.1
|
|
|
$
|
63.9
|
|
|
$
|
63.9
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
1.8
|
|
|
0.8
|
|
|
0.8
|
|
||||||
Interest cost
|
|
10.2
|
|
|
10.4
|
|
|
10.2
|
|
|
11.0
|
|
|
2.8
|
|
|
3.4
|
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
2.7
|
|
|
2.4
|
|
||||||
Medicare subsidies received
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.7
|
|
||||||
Plan curtailments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||||
Plan settlements
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Net transfer out
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
|
14.8
|
|
|
29.7
|
|
|
27.4
|
|
|
17.9
|
|
|
(6.9
|
)
|
|
1.1
|
|
||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
1.4
|
|
|
0.1
|
|
|
(0.1
|
)
|
||||||
Benefits paid
|
|
(9.7
|
)
|
|
(11.3
|
)
|
|
(11.4
|
)
|
|
(11.0
|
)
|
|
(5.9
|
)
|
|
(8.3
|
)
|
||||||
Benefit obligation, end of year
|
|
$
|
241.4
|
|
|
$
|
226.1
|
|
|
$
|
255.0
|
|
|
$
|
221.0
|
|
|
$
|
57.5
|
|
|
$
|
63.9
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets, beginning of year
|
|
$
|
174.5
|
|
|
$
|
163.2
|
|
|
$
|
182.0
|
|
|
$
|
170.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
14.6
|
|
|
20.6
|
|
|
19.1
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
|
1.2
|
|
|
2.0
|
|
|
5.2
|
|
|
3.8
|
|
|
2.6
|
|
|
5.2
|
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
2.7
|
|
|
2.4
|
|
||||||
Medicare subsidies received
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.7
|
|
||||||
Plan settlements
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||||
Net transfer out
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
|
(9.7
|
)
|
|
(11.3
|
)
|
|
(11.4
|
)
|
|
(11.0
|
)
|
|
(5.9
|
)
|
|
(8.3
|
)
|
||||||
Fair value of plan assets, end of year
|
|
180.6
|
|
|
174.5
|
|
|
199.5
|
|
|
182.0
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
|
$
|
(60.8
|
)
|
|
$
|
(51.6
|
)
|
|
$
|
(55.5
|
)
|
|
$
|
(39.0
|
)
|
|
$
|
(57.5
|
)
|
|
$
|
(63.9
|
)
|
Amounts recognized in the Consolidated Balance sheet at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pension obligation
|
|
(60.8
|
)
|
|
(51.6
|
)
|
|
(55.8
|
)
|
|
(41.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Postretirement health and other benefit obligations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.5
|
)
|
|
(63.9
|
)
|
||||||
Net amount recognized
|
|
$
|
(60.8
|
)
|
|
$
|
(51.6
|
)
|
|
$
|
(55.5
|
)
|
|
$
|
(39.0
|
)
|
|
$
|
(57.5
|
)
|
|
$
|
(63.9
|
)
|
Weighted-Average Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.09
|
%
|
|
4.60
|
%
|
|
3.98
|
%
|
|
4.65
|
%
|
|
3.53
|
%
|
|
4.58
|
%
|
||||||
Expected return on plan assets
|
|
6.00
|
%
|
|
6.00
|
%
|
|
4.53
|
%
|
|
5.36
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Pensions
|
|
Postretirement
Health and Other
|
||||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net actuarial gain (loss)
|
|
$
|
(111.3
|
)
|
|
$
|
(85.3
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(10.4
|
)
|
Prior service credit
|
|
(1.0
|
)
|
|
(1.1
|
)
|
|
0.2
|
|
|
—
|
|
||||
Total amount recognized
|
|
$
|
(112.3
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(10.4
|
)
|
Change in assumption:
|
|
Estimated increase
(decrease) in 2013 pension
cost
|
|
Estimated increase
(decrease) in Projected
Benefit Obligation for the
year ended December 31,
2012
|
|
Estimated increase
(decrease) in 2013 Other
Postretirement Benefit
costs
|
|
Estimated increase
(decrease) in Other
Postretirement Benefit
Obligation for the year
ended December 31, 2012
|
||||||||
0.50% increase in discount rate
|
|
$
|
(1.5
|
)
|
|
$
|
(31.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(2.4
|
)
|
0.50% decrease in discount rate
|
|
1.6
|
|
|
34.0
|
|
|
(0.1
|
)
|
|
2.6
|
|
||||
0.50% increase in long-term return on assets
|
|
(1.9
|
)
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
0.50% decrease in long-term return on assets
|
|
1.9
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
1% increase in medical trend rates
|
|
N/A
|
|
|
N/A
|
|
|
0.3
|
|
|
4.7
|
|
||||
1% decrease in medical trend rates
|
|
N/A
|
|
|
N/A
|
|
|
(0.2
|
)
|
|
(4.2
|
)
|
|
|
2012
|
|
2011
|
||
Equity
|
|
19.7
|
%
|
|
18.7
|
%
|
Fixed income
|
|
79.8
|
%
|
|
80.8
|
%
|
Other
|
|
0.5
|
%
|
|
0.5
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
2012
|
|
2011
|
||
Equity
|
|
17.9
|
%
|
|
17.2
|
%
|
Fixed income
|
|
25.8
|
%
|
|
25.7
|
%
|
Other
|
|
56.3
|
%
|
|
57.1
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Target Allocations
|
|
Weighted Average Asset Allocations
|
|||||||
|
U.S. Plans
|
|
International Plans
|
|
U.S. Plans
|
|
International Plans
|
|||
Equity Securities
|
20
|
%
|
|
0 - 20%
|
|
20
|
%
|
|
18
|
%
|
Debt Securities
|
80
|
%
|
|
0 - 100%
|
|
80
|
%
|
|
26
|
%
|
Other
|
—
|
%
|
|
0 - 100%
|
|
1
|
%
|
|
56
|
%
|
|
|
December 31, 2012
|
||||||||||||||
Assets (in millions)
|
|
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
Insurance group annuity contracts
|
|
—
|
|
|
—
|
|
|
111.1
|
|
|
111.1
|
|
||||
Common/collective trust funds — Government debt
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
||||
Common/collective trust funds — Corporate and other non-government debt
|
|
—
|
|
|
49.8
|
|
|
—
|
|
|
49.8
|
|
||||
Common/collective trust funds — Government, corporate and other non-government debt
|
|
—
|
|
|
95.5
|
|
|
—
|
|
|
95.5
|
|
||||
Common/collective trust funds — Corporate equity
|
|
—
|
|
|
71.4
|
|
|
—
|
|
|
71.4
|
|
||||
Common/collective trust funds — Customized strategy
|
|
—
|
|
|
41.3
|
|
|
—
|
|
|
41.3
|
|
||||
Total
|
|
$
|
2.1
|
|
|
$
|
266.9
|
|
|
$
|
111.1
|
|
|
$
|
380.1
|
|
|
|
December 31, 2011
|
||||||||||||||
Assets (in millions)
|
|
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Cash
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Insurance group annuity contracts
|
|
—
|
|
|
—
|
|
|
102.4
|
|
|
102.4
|
|
||||
Common/collective trust funds — Government debt
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
||||
Common/collective trust funds — Corporate and other non-government debt
|
|
—
|
|
|
46.3
|
|
|
—
|
|
|
46.3
|
|
||||
Common/collective trust funds — Government, corporate and other non-government debt
|
|
—
|
|
|
92.8
|
|
|
—
|
|
|
92.8
|
|
||||
Common/collective trust funds — Corporate equity
|
|
—
|
|
|
64.0
|
|
|
—
|
|
|
64.0
|
|
||||
Common/collective trust funds — Customized strategy
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|
40.0
|
|
||||
Total
|
|
$
|
2.3
|
|
|
$
|
251.8
|
|
|
$
|
102.4
|
|
|
$
|
356.5
|
|
|
|
Insurance Contracts
Year Ended December 31,
|
||||||
(in millions)
|
|
2012
|
|
2011
|
||||
Beginning Balance
|
|
$
|
102.4
|
|
|
$
|
101.2
|
|
Actual return on assets
|
|
15.4
|
|
|
12.6
|
|
||
Benefit payments
|
|
(6.7
|
)
|
|
(7.7
|
)
|
||
Sale of annuity
|
|
—
|
|
|
(3.7
|
)
|
||
Ending Balance
|
|
$
|
111.1
|
|
|
$
|
102.4
|
|
(in millions)
|
|
U.S Pension Plans
|
|
Non-U.S. Pension
Plans
|
|
Postretirement
Health and Other
|
||||||
2013
|
|
$
|
11.8
|
|
|
$
|
12.3
|
|
|
$
|
4.0
|
|
2014
|
|
12.1
|
|
|
12.2
|
|
|
4.1
|
|
|||
2015
|
|
12.5
|
|
|
13.0
|
|
|
4.2
|
|
|||
2016
|
|
13.0
|
|
|
13.7
|
|
|
4.5
|
|
|||
2017
|
|
13.5
|
|
|
15.1
|
|
|
4.7
|
|
|||
2018 — 2022
|
|
70.8
|
|
|
83.4
|
|
|
22.2
|
|
|
|
U.S Pension Plans
|
|
Non U.S. Pension Plans
|
||||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Projected benefit obligation
|
|
$
|
241.4
|
|
|
$
|
226.1
|
|
|
$
|
251.5
|
|
|
$
|
179.6
|
|
Accumulated benefit obligation
|
|
241.4
|
|
|
226.1
|
|
|
246.7
|
|
|
176.6
|
|
||||
Fair value of plan assets
|
|
180.6
|
|
|
174.5
|
|
|
195.7
|
|
|
138.7
|
|
a)
|
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b)
|
If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c)
|
If Manitowoc ceases to have an obligation to contribute to the multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of Manitowoc’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.
|
|
|
|
|
Pension Protection Act
Zone Status
|
|
FIP /
RP Status
|
|
Contributions by Manitowoc
|
|
|
|
Expiration Dates of
Collective
|
||||||||||||
Pension Fund
|
|
EIN / Pension Plan
Number
|
|
2012
|
|
2011
|
|
Pending /
Implemented
|
|
2012
|
|
2011
|
|
2010
|
|
Surcharge
Imposed
|
|
Bargaining
Agreements
|
||||||
Sheet Metal Workers’ National Pension Fund
|
|
52-6112463 / 001
|
|
Red
|
|
Red
|
|
Implemented
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
No
|
|
5/1/2013
|
|
|
|
|
|
|
|
|
Total Contributions
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
|
|
|
(in millions)
|
|
||
2013
|
$
|
50.8
|
|
2014
|
40.5
|
|
|
2015
|
32.3
|
|
|
2016
|
27.6
|
|
|
2017
|
21.4
|
|
|
Thereafter
|
34.7
|
|
|
Total
|
$
|
207.3
|
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales from continuing operations:
|
|
|
|
|
|
|
|
|
|
|||
Crane
|
|
$
|
2,440.8
|
|
|
$
|
2,164.6
|
|
|
$
|
1,748.6
|
|
Foodservice
|
|
1,486.2
|
|
|
1,454.6
|
|
|
1,362.9
|
|
|||
Total
|
|
$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
Operating earnings (loss) from continuing operations:
|
|
|
|
|
|
|
|
|
|
|||
Crane
|
|
$
|
156.0
|
|
|
$
|
108.2
|
|
|
$
|
90.6
|
|
Foodservice
|
|
238.6
|
|
|
214.4
|
|
|
201.9
|
|
|||
Corporate
|
|
(63.7
|
)
|
|
(61.3
|
)
|
|
(42.0
|
)
|
|||
Amortization expense
|
|
(37.1
|
)
|
|
(37.9
|
)
|
|
(37.4
|
)
|
|||
Restructuring expense
|
|
(9.5
|
)
|
|
(5.5
|
)
|
|
(3.8
|
)
|
|||
Other (expense) income
|
|
(2.5
|
)
|
|
0.5
|
|
|
(2.3
|
)
|
|||
Total
|
|
$
|
281.8
|
|
|
$
|
218.4
|
|
|
$
|
207.0
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|||
Crane
|
|
$
|
52.7
|
|
|
$
|
52.2
|
|
|
$
|
21.9
|
|
Foodservice
|
|
17.4
|
|
|
11.9
|
|
|
12.0
|
|
|||
Corporate
|
|
2.8
|
|
|
0.7
|
|
|
2.0
|
|
|||
Total
|
|
$
|
72.9
|
|
|
$
|
64.8
|
|
|
$
|
35.9
|
|
Total depreciation:
|
|
|
|
|
|
|
|
|
|
|||
Crane
|
|
$
|
44.9
|
|
|
$
|
54.2
|
|
|
$
|
56.5
|
|
Foodservice
|
|
22.3
|
|
|
24.5
|
|
|
27.1
|
|
|||
Corporate
|
|
2.3
|
|
|
2.8
|
|
|
2.9
|
|
|||
Total
|
|
$
|
69.5
|
|
|
$
|
81.5
|
|
|
$
|
86.5
|
|
Total assets:
|
|
|
|
|
|
|
|
|
|
|||
Crane
|
|
$
|
1,903.3
|
|
|
$
|
1,760.8
|
|
|
$
|
1,659.3
|
|
Foodservice
|
|
1,956.8
|
|
|
2,192.6
|
|
|
2,193.4
|
|
|||
Corporate
|
|
197.2
|
|
|
69.2
|
|
|
219.6
|
|
|||
Total
|
|
$
|
4,057.3
|
|
|
$
|
4,022.6
|
|
|
$
|
4,072.3
|
|
|
|
Net Sales
|
|
Long-Lived Assets
|
||||||||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||||
United States
|
|
$
|
1,833.0
|
|
|
$
|
1,588.8
|
|
|
$
|
1,335.2
|
|
|
$
|
1,905.4
|
|
|
$
|
1,964.7
|
|
Other North America
|
|
278.2
|
|
|
208.8
|
|
|
139.0
|
|
|
5.3
|
|
|
6.0
|
|
|||||
Europe
|
|
788.0
|
|
|
813.4
|
|
|
749.2
|
|
|
510.6
|
|
|
511.5
|
|
|||||
Asia
|
|
367.7
|
|
|
382.1
|
|
|
306.2
|
|
|
213.0
|
|
|
225.1
|
|
|||||
Middle East
|
|
161.6
|
|
|
189.4
|
|
|
168.7
|
|
|
1.6
|
|
|
1.7
|
|
|||||
Central and South America
|
|
243.0
|
|
|
237.8
|
|
|
203.0
|
|
|
33.3
|
|
|
15.5
|
|
|||||
Africa
|
|
110.8
|
|
|
65.4
|
|
|
69.5
|
|
|
—
|
|
|
—
|
|
|||||
South Pacific and Caribbean
|
|
10.6
|
|
|
12.0
|
|
|
11.5
|
|
|
4.6
|
|
|
4.8
|
|
|||||
Australia
|
|
134.1
|
|
|
121.5
|
|
|
129.2
|
|
|
4.4
|
|
|
4.2
|
|
|||||
Total
|
|
$
|
3,927.0
|
|
|
$
|
3,619.2
|
|
|
$
|
3,111.5
|
|
|
$
|
2,678.2
|
|
|
$
|
2,733.5
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,616.4
|
|
|
$
|
1,972.7
|
|
|
$
|
(662.1
|
)
|
|
$
|
3,927.0
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
2,022.3
|
|
|
1,632.4
|
|
|
(662.1
|
)
|
|
2,992.6
|
|
|||||
Engineering, selling and administrative expenses
|
61.2
|
|
|
247.6
|
|
|
294.7
|
|
|
—
|
|
|
603.5
|
|
|||||
Amortization expense
|
—
|
|
|
29.9
|
|
|
7.2
|
|
|
—
|
|
|
37.1
|
|
|||||
Restructuring expense
|
—
|
|
|
0.7
|
|
|
8.8
|
|
|
—
|
|
|
9.5
|
|
|||||
Other expense
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|||||
Equity in (earnings) loss of subsidiaries
|
(167.2
|
)
|
|
(36.0
|
)
|
|
—
|
|
|
203.2
|
|
|
—
|
|
|||||
Total costs and expenses
|
(106.0
|
)
|
|
2,267.0
|
|
|
1,943.1
|
|
|
(458.9
|
)
|
|
3,645.2
|
|
|||||
Operating earnings (loss) from continuing operations
|
106.0
|
|
|
349.4
|
|
|
29.6
|
|
|
(203.2
|
)
|
|
281.8
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(122.9
|
)
|
|
(2.1
|
)
|
|
(12.1
|
)
|
|
—
|
|
|
(137.1
|
)
|
|||||
Amortization of deferred financing fees
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
|||||
Loss on debt extinguishment
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Management fee income (expense)
|
60.1
|
|
|
(77.8
|
)
|
|
17.7
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)-net
|
16.5
|
|
|
(45.9
|
)
|
|
29.5
|
|
|
—
|
|
|
0.1
|
|
|||||
Total other income (expense)
|
(60.8
|
)
|
|
(125.8
|
)
|
|
35.1
|
|
|
—
|
|
|
(151.5
|
)
|
|||||
Earnings (loss) from continuing operations before taxes on earnings
|
45.2
|
|
|
223.6
|
|
|
64.7
|
|
|
(203.2
|
)
|
|
130.3
|
|
|||||
Provision (benefit) for taxes on earnings
|
(56.5
|
)
|
|
69.2
|
|
|
25.3
|
|
|
—
|
|
|
38.0
|
|
|||||
Earnings (loss) from continuing operations
|
101.7
|
|
|
154.4
|
|
|
39.4
|
|
|
(203.2
|
)
|
|
92.3
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(0.9
|
)
|
|
1.2
|
|
|
—
|
|
|
0.3
|
|
|||||
Gain (loss) on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
101.7
|
|
|
153.5
|
|
|
40.6
|
|
|
(203.2
|
)
|
|
92.6
|
|
|||||
Less: Net gain (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
(9.1
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
101.7
|
|
|
$
|
153.5
|
|
|
$
|
49.7
|
|
|
$
|
(203.2
|
)
|
|
$
|
101.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
97.1
|
|
|
$
|
153.7
|
|
|
$
|
51.9
|
|
|
$
|
(205.6
|
)
|
|
$
|
97.1
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,166.0
|
|
|
$
|
1,938.8
|
|
|
$
|
(485.6
|
)
|
|
$
|
3,619.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
1,681.5
|
|
|
1,596.6
|
|
|
(485.6
|
)
|
|
2,792.5
|
|
|||||
Engineering, selling and administrative expenses
|
58.9
|
|
|
231.1
|
|
|
275.4
|
|
|
—
|
|
|
565.4
|
|
|||||
Amortization expense
|
—
|
|
|
29.9
|
|
|
8.0
|
|
|
—
|
|
|
37.9
|
|
|||||
Restructuring expense
|
—
|
|
|
0.5
|
|
|
5.0
|
|
|
—
|
|
|
5.5
|
|
|||||
Other expense
|
—
|
|
|
0.7
|
|
|
(1.2
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Equity in (earnings) loss of subsidiaries
|
(70.4
|
)
|
|
(32.4
|
)
|
|
—
|
|
|
102.8
|
|
|
—
|
|
|||||
Total costs and expenses
|
(11.5
|
)
|
|
1,911.3
|
|
|
1,883.8
|
|
|
(382.8
|
)
|
|
3,400.8
|
|
|||||
Operating earnings (loss) from continuing operations
|
11.5
|
|
|
254.7
|
|
|
55.0
|
|
|
(102.8
|
)
|
|
218.4
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(132.9
|
)
|
|
(1.5
|
)
|
|
(12.3
|
)
|
|
—
|
|
|
(146.7
|
)
|
|||||
Amortization of deferred financing fees
|
(10.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|||||
Loss on debt extinguishment
|
(29.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.7
|
)
|
|||||
Management fee income (expense)
|
55.0
|
|
|
(68.0
|
)
|
|
13.0
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)-net
|
40.6
|
|
|
(69.7
|
)
|
|
31.4
|
|
|
—
|
|
|
2.3
|
|
|||||
Total other income (expense)
|
(77.4
|
)
|
|
(139.2
|
)
|
|
32.1
|
|
|
—
|
|
|
(184.5
|
)
|
|||||
Earnings (loss) from continuing operations before taxes on earnings
|
(65.9
|
)
|
|
115.5
|
|
|
87.1
|
|
|
(102.8
|
)
|
|
33.9
|
|
|||||
Provision (benefit) for taxes on earnings
|
(54.7
|
)
|
|
32.5
|
|
|
35.8
|
|
|
—
|
|
|
13.6
|
|
|||||
Earnings (loss) from continuing operations
|
(11.2
|
)
|
|
83.0
|
|
|
51.3
|
|
|
(102.8
|
)
|
|
20.3
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(1.5
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||||
Gain (loss) on sale of discontinued operations, net of income taxes
|
—
|
|
|
(34.6
|
)
|
|
—
|
|
|
—
|
|
|
(34.6
|
)
|
|||||
Net earnings (loss)
|
(11.2
|
)
|
|
46.9
|
|
|
49.4
|
|
|
(102.8
|
)
|
|
(17.7
|
)
|
|||||
Less: Net gain (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
(11.2
|
)
|
|
$
|
46.9
|
|
|
$
|
55.9
|
|
|
$
|
(102.8
|
)
|
|
$
|
(11.2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
(36.1
|
)
|
|
$
|
47.1
|
|
|
$
|
51.1
|
|
|
$
|
(98.2
|
)
|
|
$
|
(36.1
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,803.7
|
|
|
$
|
1,701.4
|
|
|
$
|
(393.6
|
)
|
|
$
|
3,111.5
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
1,347.5
|
|
|
1,398.2
|
|
|
(393.6
|
)
|
|
2,352.1
|
|
|||||
Engineering, selling and administrative expenses
|
39.8
|
|
|
216.0
|
|
|
253.1
|
|
|
—
|
|
|
508.9
|
|
|||||
Amortization expense
|
—
|
|
|
29.7
|
|
|
7.7
|
|
|
—
|
|
|
37.4
|
|
|||||
Restructuring expense
|
—
|
|
|
0.2
|
|
|
3.6
|
|
|
—
|
|
|
3.8
|
|
|||||
Other expense
|
—
|
|
|
1.9
|
|
|
0.4
|
|
|
—
|
|
|
2.3
|
|
|||||
Equity in (earnings) loss of subsidiaries
|
(28.1
|
)
|
|
(28.7
|
)
|
|
—
|
|
|
56.8
|
|
|
—
|
|
|||||
Total costs and expenses
|
11.7
|
|
|
1,566.6
|
|
|
1,663.0
|
|
|
(336.8
|
)
|
|
2,904.5
|
|
|||||
Operating earnings (loss) from continuing operations
|
(11.7
|
)
|
|
237.1
|
|
|
38.4
|
|
|
(56.8
|
)
|
|
207.0
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(166.3
|
)
|
|
(2.1
|
)
|
|
(6.6
|
)
|
|
—
|
|
|
(175.0
|
)
|
|||||
Amortization of deferred financing fees
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.0
|
)
|
|||||
Loss on debt extinguishment
|
(44.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.0
|
)
|
|||||
Management fee income (expense)
|
37.3
|
|
|
(48.4
|
)
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense)-net
|
68.2
|
|
|
(67.2
|
)
|
|
(10.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||||
Total other income (expense)
|
(126.8
|
)
|
|
(117.7
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
(250.0
|
)
|
|||||
Earnings (loss) from continuing operations before taxes on earnings
|
(138.5
|
)
|
|
119.4
|
|
|
32.9
|
|
|
(56.8
|
)
|
|
(43.0
|
)
|
|||||
Provision (benefit) for taxes on earnings
|
(63.9
|
)
|
|
34.8
|
|
|
55.3
|
|
|
—
|
|
|
26.2
|
|
|||||
Earnings (loss) from continuing operations
|
(74.6
|
)
|
|
84.6
|
|
|
(22.4
|
)
|
|
(56.8
|
)
|
|
(69.2
|
)
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(0.8
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
(8.1
|
)
|
|||||
Gain (loss) on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
(74.6
|
)
|
|
83.8
|
|
|
(29.7
|
)
|
|
(56.8
|
)
|
|
(77.3
|
)
|
|||||
Less: Net gain (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
(74.6
|
)
|
|
$
|
83.8
|
|
|
$
|
(27.0
|
)
|
|
$
|
(56.8
|
)
|
|
$
|
(74.6
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
(126.5
|
)
|
|
$
|
83.6
|
|
|
$
|
0.6
|
|
|
$
|
(84.2
|
)
|
|
$
|
(126.5
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
12.0
|
|
|
$
|
4.0
|
|
|
$
|
57.4
|
|
|
$
|
—
|
|
|
$
|
73.4
|
|
Marketable securities
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Restricted cash
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
10.6
|
|
|||||
Accounts receivable — net
|
0.4
|
|
|
29.0
|
|
|
303.3
|
|
|
—
|
|
|
332.7
|
|
|||||
Intercompany interest receivable
|
4.1
|
|
|
3.2
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|||||
Inventories — net
|
—
|
|
|
338.3
|
|
|
369.3
|
|
|
—
|
|
|
707.6
|
|
|||||
Deferred income taxes
|
70.9
|
|
|
—
|
|
|
18.1
|
|
|
—
|
|
|
89.0
|
|
|||||
Other current assets
|
3.8
|
|
|
3.5
|
|
|
107.9
|
|
|
(10.0
|
)
|
|
105.2
|
|
|||||
Current assets of discontinued operation
|
—
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||||
Total current assets
|
99.2
|
|
|
378.0
|
|
|
868.1
|
|
|
(17.3
|
)
|
|
1,328.0
|
|
|||||
Property, plant and equipment — net
|
6.8
|
|
|
271.3
|
|
|
278.0
|
|
|
—
|
|
|
556.1
|
|
|||||
Goodwill
|
—
|
|
|
969.1
|
|
|
241.6
|
|
|
—
|
|
|
1,210.7
|
|
|||||
Other intangible assets — net
|
—
|
|
|
620.9
|
|
|
175.5
|
|
|
—
|
|
|
796.4
|
|
|||||
Intercompany long-term notes receivable
|
928.6
|
|
|
158.6
|
|
|
897.5
|
|
|
(1,984.7
|
)
|
|
—
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
924.1
|
|
|
1,260.3
|
|
|
(2,184.4
|
)
|
|
—
|
|
|||||
Other non-current assets
|
49.3
|
|
|
4.5
|
|
|
76.5
|
|
|
—
|
|
|
130.3
|
|
|||||
Long-term assess of discontinued operations
|
—
|
|
|
—
|
|
|
35.8
|
|
|
—
|
|
|
35.8
|
|
|||||
Investment in affiliates
|
4,985.4
|
|
|
3,443.6
|
|
|
—
|
|
|
(8,429.0
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
6,069.3
|
|
|
$
|
6,770.1
|
|
|
$
|
3,833.3
|
|
|
$
|
(12,615.4
|
)
|
|
$
|
4,057.3
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and accrued expenses
|
$
|
93.6
|
|
|
$
|
410.6
|
|
|
$
|
408.7
|
|
|
$
|
—
|
|
|
$
|
912.9
|
|
Short-term borrowings and current portion of long-term debt
|
45.2
|
|
|
0.7
|
|
|
56.9
|
|
|
(10.0
|
)
|
|
92.8
|
|
|||||
Intercompany interest payable
|
3.2
|
|
|
—
|
|
|
4.1
|
|
|
(7.3
|
)
|
|
—
|
|
|||||
Product warranties
|
—
|
|
|
44.5
|
|
|
37.6
|
|
|
—
|
|
|
82.1
|
|
|||||
Customer advances
|
—
|
|
|
7.8
|
|
|
16.4
|
|
|
—
|
|
|
24.2
|
|
|||||
Product liabilities
|
—
|
|
|
23.5
|
|
|
4.4
|
|
|
—
|
|
|
27.9
|
|
|||||
Current liabilities of discontinued operation
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
6.0
|
|
|||||
Total current liabilities
|
142.0
|
|
|
487.1
|
|
|
534.1
|
|
|
(17.3
|
)
|
|
1,145.9
|
|
|||||
Non-Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt, less current portion
|
1,708.3
|
|
|
3.0
|
|
|
20.7
|
|
|
—
|
|
|
1,732.0
|
|
|||||
Deferred income taxes
|
176.0
|
|
|
—
|
|
|
47.0
|
|
|
—
|
|
|
223.0
|
|
|||||
Pension obligations
|
80.0
|
|
|
12.2
|
|
|
22.1
|
|
|
—
|
|
|
114.3
|
|
|||||
Postretirement health and other benefit obligations
|
49.8
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
53.4
|
|
|||||
Long-term deferred revenue
|
—
|
|
|
6.0
|
|
|
31.7
|
|
|
—
|
|
|
37.7
|
|
|||||
Intercompany long-term note payable
|
183.3
|
|
|
827.5
|
|
|
973.9
|
|
|
(1,984.7
|
)
|
|
—
|
|
|||||
Intercompany accounts payable
|
3,024.9
|
|
|
—
|
|
|
57.9
|
|
|
(3,082.8
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
104.7
|
|
|
15.6
|
|
|
40.8
|
|
|
—
|
|
|
161.1
|
|
|||||
Long-term liabilities of discontinued operation
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
|||||
Total non-current liabilities
|
5,327.0
|
|
|
864.3
|
|
|
1,206.3
|
|
|
(5,067.5
|
)
|
|
2,330.1
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Manitowoc stockholders' equity
|
600.3
|
|
|
5,418.7
|
|
|
2,111.9
|
|
|
(7,530.6
|
)
|
|
600.3
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
—
|
|
|
(19.0
|
)
|
|||||
Total equity
|
600.3
|
|
|
5,418.7
|
|
|
2,092.9
|
|
|
(7,530.6
|
)
|
|
581.3
|
|
|||||
Total liabilities and equity
|
$
|
6,069.3
|
|
|
$
|
6,770.1
|
|
|
$
|
3,833.3
|
|
|
$
|
(12,615.4
|
)
|
|
$
|
4,057.3
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
4.2
|
|
|
$
|
8.5
|
|
|
$
|
55.9
|
|
|
$
|
—
|
|
|
$
|
68.6
|
|
Marketable securities
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Restricted cash
|
6.4
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
7.2
|
|
|||||
Accounts receivable — net
|
0.1
|
|
|
41.1
|
|
|
253.3
|
|
|
—
|
|
|
294.5
|
|
|||||
Intercompany interest receivable
|
89.0
|
|
|
3.2
|
|
|
—
|
|
|
(92.2
|
)
|
|
—
|
|
|||||
Inventories — net
|
—
|
|
|
309.5
|
|
|
352.8
|
|
|
—
|
|
|
662.3
|
|
|||||
Deferred income taxes
|
98.3
|
|
|
—
|
|
|
18.4
|
|
|
—
|
|
|
116.7
|
|
|||||
Other current assets
|
1.6
|
|
|
5.6
|
|
|
70.6
|
|
|
—
|
|
|
77.8
|
|
|||||
Current assets of discontinued operation
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|||||
Total current assets
|
202.3
|
|
|
367.9
|
|
|
758.9
|
|
|
(92.2
|
)
|
|
1,236.9
|
|
|||||
Property, plant and equipment — net
|
7.6
|
|
|
286.0
|
|
|
270.9
|
|
|
—
|
|
|
564.5
|
|
|||||
Goodwill
|
—
|
|
|
969.6
|
|
|
238.4
|
|
|
—
|
|
|
1,208.0
|
|
|||||
Other intangible assets — net
|
—
|
|
|
650.8
|
|
|
180.8
|
|
|
—
|
|
|
831.6
|
|
|||||
Intercompany long-term notes receivable
|
1,544.0
|
|
|
158.5
|
|
|
819.5
|
|
|
(2,522.0
|
)
|
|
—
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
1,252.4
|
|
|
1,661.1
|
|
|
(2,913.5
|
)
|
|
—
|
|
|||||
Other non-current assets
|
56.9
|
|
|
7.7
|
|
|
79.9
|
|
|
—
|
|
|
144.5
|
|
|||||
Long-term assets of discontinued operation
|
—
|
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|
37.1
|
|
|||||
Investment in affiliates
|
4,062.9
|
|
|
3,399.2
|
|
|
—
|
|
|
(7,462.1
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
5,873.7
|
|
|
$
|
7,092.1
|
|
|
$
|
4,046.6
|
|
|
$
|
(12,989.8
|
)
|
|
$
|
4,022.6
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and accrued expenses
|
$
|
70.6
|
|
|
$
|
402.3
|
|
|
$
|
391.3
|
|
|
$
|
—
|
|
|
$
|
864.2
|
|
Short-term borrowings and current portion of long-term debt
|
35.0
|
|
|
0.7
|
|
|
43.4
|
|
|
—
|
|
|
79.1
|
|
|||||
Intercompany interest payable
|
3.2
|
|
|
86.0
|
|
|
3.0
|
|
|
(92.2
|
)
|
|
—
|
|
|||||
Product warranties
|
—
|
|
|
52.9
|
|
|
40.2
|
|
|
—
|
|
|
93.1
|
|
|||||
Customer advances
|
—
|
|
|
11.7
|
|
|
23.4
|
|
|
—
|
|
|
35.1
|
|
|||||
Product liabilities
|
—
|
|
|
22.7
|
|
|
4.1
|
|
|
—
|
|
|
26.8
|
|
|||||
Current liabilities of discontinued operation
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|||||
Total current liabilities
|
108.8
|
|
|
576.3
|
|
|
510.6
|
|
|
(92.2
|
)
|
|
1,103.5
|
|
|||||
Non-Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt, less current portion
|
1,800.6
|
|
|
3.6
|
|
|
6.7
|
|
|
—
|
|
|
1,810.9
|
|
|||||
Deferred income taxes
|
210.6
|
|
|
—
|
|
|
47.6
|
|
|
—
|
|
|
258.2
|
|
|||||
Pension obligations
|
55.8
|
|
|
12.7
|
|
|
22.1
|
|
|
—
|
|
|
90.6
|
|
|||||
Postretirement health and other benefit obligations
|
55.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
59.8
|
|
|||||
Long-term deferred revenue
|
—
|
|
|
5.9
|
|
|
28.3
|
|
|
—
|
|
|
34.2
|
|
|||||
Intercompany long-term note payable
|
183.3
|
|
|
1,379.9
|
|
|
958.8
|
|
|
(2,522.0
|
)
|
|
—
|
|
|||||
Intercompany accounts payable
|
2,855.7
|
|
|
—
|
|
|
57.9
|
|
|
(2,913.6
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
111.9
|
|
|
39.0
|
|
|
24.7
|
|
|
—
|
|
|
175.6
|
|
|||||
Long-term liabilities of discontinued operation
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
|||||
Total non-current liabilities
|
5,273.8
|
|
|
1,441.1
|
|
|
1,158.7
|
|
|
(5,435.6
|
)
|
|
2,438.0
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Manitowoc stockholders' equity
|
491.1
|
|
|
5,074.7
|
|
|
2,387.2
|
|
|
(7,462.0
|
)
|
|
491.0
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
|
—
|
|
|
(9.9
|
)
|
|||||
Total equity
|
491.1
|
|
|
5,074.7
|
|
|
2,377.3
|
|
|
(7,462.0
|
)
|
|
481.1
|
|
|||||
Total liabilities and equity
|
$
|
5,873.7
|
|
|
$
|
7,092.1
|
|
|
$
|
4,046.6
|
|
|
$
|
(12,989.8
|
)
|
|
$
|
4,022.6
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(22.8
|
)
|
|
$
|
167.4
|
|
|
$
|
14.5
|
|
|
$
|
—
|
|
|
$
|
159.1
|
|
Cash provided by (used for) operating activities of discontinued operations
|
—
|
|
|
(0.9
|
)
|
|
4.1
|
|
|
—
|
|
|
3.2
|
|
|||||
Net cash provided by (used for) operating activities
|
$
|
(22.8
|
)
|
|
$
|
166.5
|
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
162.3
|
|
Cash Flows from Investing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
(1.4
|
)
|
|
$
|
(36.5
|
)
|
|
$
|
(35.0
|
)
|
|
$
|
—
|
|
|
$
|
(72.9
|
)
|
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||||
Restricted cash
|
1.0
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
|||||
Intercompany investments
|
131.4
|
|
|
(175.4
|
)
|
|
(4.8
|
)
|
|
48.8
|
|
|
—
|
|
|||||
Net cash provided by (used for) investing activities of continuing operations
|
$
|
131.0
|
|
|
$
|
(211.9
|
)
|
|
$
|
(43.2
|
)
|
|
$
|
48.8
|
|
|
$
|
(75.3
|
)
|
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net cash provided by (used for) investing activities
|
$
|
131.0
|
|
|
$
|
(211.9
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
48.8
|
|
|
$
|
(75.5
|
)
|
Cash Flows from Financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Payments on long-term debt
|
$
|
(439.7
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(55.0
|
)
|
|
$
|
—
|
|
|
$
|
(495.4
|
)
|
Proceeds from long-term debt
|
300.0
|
|
|
—
|
|
|
83.3
|
|
|
—
|
|
|
383.3
|
|
|||||
Proceeds on revolving credit facility—net
|
34.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|||||
Proceeds (payments) on notes financing—net
|
—
|
|
|
(2.1
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
(10.4
|
)
|
|||||
Proceeds from swap monetization
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.8
|
|
|||||
Debt issue costs
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|||||
Dividends paid
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|||||
Exercises of stock options including windfall tax benefits
|
6.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|||||
Intercompany financing
|
—
|
|
|
43.7
|
|
|
5.1
|
|
|
(48.8
|
)
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
$
|
(100.4
|
)
|
|
$
|
40.9
|
|
|
$
|
25.1
|
|
|
$
|
(48.8
|
)
|
|
$
|
(83.2
|
)
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
7.8
|
|
|
(4.5
|
)
|
|
1.5
|
|
|
—
|
|
|
4.8
|
|
|||||
Balance at beginning of period
|
4.2
|
|
|
8.5
|
|
|
55.9
|
|
|
—
|
|
|
68.6
|
|
|||||
Balance at end of period
|
$
|
12.0
|
|
|
$
|
4.0
|
|
|
$
|
57.4
|
|
|
$
|
—
|
|
|
$
|
73.4
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(59.8
|
)
|
|
$
|
70.5
|
|
|
$
|
21.8
|
|
|
$
|
—
|
|
|
$
|
32.5
|
|
Cash used for operating activities of discontinued operations
|
—
|
|
|
(1.5
|
)
|
|
(15.4
|
)
|
|
—
|
|
|
(16.9
|
)
|
|||||
Net cash provided by (used for) operating activities
|
$
|
(59.8
|
)
|
|
$
|
69.0
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
15.6
|
|
Cash Flows from Investing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
(0.4
|
)
|
|
$
|
(23.4
|
)
|
|
$
|
(41.0
|
)
|
|
$
|
—
|
|
|
$
|
(64.8
|
)
|
Proceeds from sale of property, plant and equipment
|
—
|
|
|
0.1
|
|
|
17.4
|
|
|
—
|
|
|
17.5
|
|
|||||
Restricted cash
|
2.0
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.2
|
|
|||||
Proceeds from sale of business
|
—
|
|
|
143.6
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
|||||
Intercompany investments
|
216.7
|
|
|
(164.5
|
)
|
|
(30.7
|
)
|
|
(21.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used for) investing activities of continuing operations
|
218.3
|
|
|
(44.2
|
)
|
|
(54.1
|
)
|
|
(21.5
|
)
|
|
98.5
|
|
|||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net cash provided by (used for) investing activities
|
$
|
218.3
|
|
|
$
|
(44.2
|
)
|
|
$
|
(54.2
|
)
|
|
$
|
(21.5
|
)
|
|
$
|
98.4
|
|
Cash Flows from Financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Payments on long-term debt
|
$
|
(884.1
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(75.5
|
)
|
|
$
|
—
|
|
|
$
|
(960.3
|
)
|
Proceeds from long-term debt
|
750.0
|
|
|
—
|
|
|
95.0
|
|
|
—
|
|
|
845.0
|
|
|||||
Payments on revolving credit facility—net
|
(24.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.2
|
)
|
|||||
Proceeds from (payments on) notes financing—net
|
—
|
|
|
(2.6
|
)
|
|
17.4
|
|
|
—
|
|
|
14.8
|
|
|||||
Proceeds from swap monetization
|
21.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.5
|
|
|||||
Debt issue costs
|
(14.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.7
|
)
|
|||||
Dividends paid
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|||||
Exercises of stock options including windfall tax benefits
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|||||
Intercompany financing
|
(0.1
|
)
|
|
(32.7
|
)
|
|
11.3
|
|
|
21.5
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
$
|
(159.6
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
48.2
|
|
|
$
|
21.5
|
|
|
$
|
(125.9
|
)
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(1.1
|
)
|
|
(11.2
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(15.1
|
)
|
|||||
Balance at beginning of period
|
5.3
|
|
|
19.7
|
|
|
58.7
|
|
|
—
|
|
|
83.7
|
|
|||||
Balance at end of period
|
$
|
4.2
|
|
|
$
|
8.5
|
|
|
$
|
55.9
|
|
|
$
|
—
|
|
|
$
|
68.6
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(28.1
|
)
|
|
$
|
124.0
|
|
|
$
|
106.6
|
|
|
$
|
—
|
|
|
$
|
202.5
|
|
Cash provided by (used for) operating activities of discontinued operations
|
—
|
|
|
(0.8
|
)
|
|
7.6
|
|
|
—
|
|
|
6.8
|
|
|||||
Net cash provided by (used for) operating activities
|
$
|
(28.1
|
)
|
|
$
|
123.2
|
|
|
$
|
114.2
|
|
|
$
|
—
|
|
|
$
|
209.3
|
|
Cash Flows from Investing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
(0.9
|
)
|
|
$
|
(16.2
|
)
|
|
$
|
(18.8
|
)
|
|
$
|
—
|
|
|
$
|
(35.9
|
)
|
Proceeds from sale of property, plant and equipment
|
0.5
|
|
|
1.1
|
|
|
21.6
|
|
|
—
|
|
|
23.2
|
|
|||||
Restricted cash
|
(3.3
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(3.0
|
)
|
|||||
Business acquisition, net of cash acquired
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Intercompany investments
|
197.3
|
|
|
(36.2
|
)
|
|
(49.9
|
)
|
|
(111.2
|
)
|
|
—
|
|
|||||
Net cash provided by (used for) investing activities of continuing operations
|
193.6
|
|
|
(56.1
|
)
|
|
(46.8
|
)
|
|
(111.2
|
)
|
|
(20.5
|
)
|
|||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
Net cash provided by (used for) investing activities
|
$
|
193.6
|
|
|
$
|
(56.1
|
)
|
|
$
|
(51.2
|
)
|
|
$
|
(111.2
|
)
|
|
$
|
(24.9
|
)
|
Cash Flows from Financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Payments on long-term debt
|
$
|
(1,165.7
|
)
|
|
$
|
(20.7
|
)
|
|
$
|
(64.4
|
)
|
|
$
|
—
|
|
|
$
|
(1,250.8
|
)
|
Proceeds from long-term debt
|
1,000.0
|
|
|
10.0
|
|
|
53.0
|
|
|
—
|
|
|
1,063.0
|
|
|||||
Proceeds from (payments on) revolving credit facility—net
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|||||
Proceeds from securitization
|
—
|
|
|
101.0
|
|
|
—
|
|
|
—
|
|
|
101.0
|
|
|||||
Payments on securitization
|
—
|
|
|
(101.0
|
)
|
|
—
|
|
|
—
|
|
|
(101.0
|
)
|
|||||
Proceeds from (payments on) notes financing—net
|
—
|
|
|
(3.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||||
Debt issue costs
|
(27.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.0
|
)
|
|||||
Dividends paid
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|||||
Exercises of stock options including windfall tax benefits
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Intercompany financing
|
—
|
|
|
(40.5
|
)
|
|
(70.7
|
)
|
|
111.2
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
$
|
(178.2
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
(83.0
|
)
|
|
$
|
111.2
|
|
|
$
|
(204.4
|
)
|
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(12.7
|
)
|
|
12.7
|
|
|
(20.0
|
)
|
|
—
|
|
|
(20.0
|
)
|
|||||
Balance at beginning of period
|
18.0
|
|
|
7.0
|
|
|
78.7
|
|
|
—
|
|
|
103.7
|
|
|||||
Balance at end of period
|
$
|
5.3
|
|
|
$
|
19.7
|
|
|
$
|
58.7
|
|
|
$
|
—
|
|
|
$
|
83.7
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
(in millions, except per share data)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
Net sales
|
|
$
|
851.9
|
|
|
$
|
997.2
|
|
|
$
|
947.5
|
|
|
$
|
1,130.4
|
|
|
$
|
724.5
|
|
|
$
|
939.8
|
|
|
$
|
927.0
|
|
|
$
|
1,027.9
|
|
Gross profit
|
|
203.3
|
|
|
251.2
|
|
|
233.9
|
|
|
246.0
|
|
|
178.5
|
|
|
221.7
|
|
|
220.5
|
|
|
206.0
|
|
||||||||
Earnings (loss) from continuing operations
|
|
9.6
|
|
|
58.1
|
|
|
32.9
|
|
|
29.7
|
|
|
(15.7
|
)
|
|
1.6
|
|
|
33.8
|
|
|
14.2
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from discontinued operations, net of income taxes
|
|
(0.4
|
)
|
|
0.4
|
|
|
0.3
|
|
|
—
|
|
|
(2.9
|
)
|
|
(0.1
|
)
|
|
0.5
|
|
|
(0.9
|
)
|
||||||||
Loss on sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||||
Net earnings (loss)
|
|
(2.2
|
)
|
|
43.0
|
|
|
19.7
|
|
|
32.1
|
|
|
(53.4
|
)
|
|
1.6
|
|
|
21.6
|
|
|
12.5
|
|
||||||||
Less: Loss attributable to noncontrolling interest, net of tax
|
|
(1.9
|
)
|
|
(2.3
|
)
|
|
(2.5
|
)
|
|
(2.4
|
)
|
|
(0.9
|
)
|
|
(1.1
|
)
|
|
(2.1
|
)
|
|
(2.4
|
)
|
||||||||
Net earnings (loss) attributable to Manitowoc
|
|
$
|
(0.3
|
)
|
|
$
|
45.3
|
|
|
$
|
22.2
|
|
|
$
|
34.5
|
|
|
$
|
(52.5
|
)
|
|
$
|
2.7
|
|
|
$
|
23.7
|
|
|
$
|
14.9
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders
|
|
$
|
—
|
|
|
$
|
0.34
|
|
|
$
|
0.17
|
|
|
$
|
0.26
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.02
|
|
|
$
|
0.18
|
|
|
$
|
0.13
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations attributable to Manitowoc common shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||||||
Loss on sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.26
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||||||
Earnings (loss) per share attributable to Manitowoc common shareholders
|
|
$
|
—
|
|
|
$
|
0.35
|
|
|
$
|
0.17
|
|
|
$
|
0.26
|
|
|
$
|
(0.40
|
)
|
|
$
|
0.02
|
|
|
$
|
0.18
|
|
|
$
|
0.11
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders
|
|
$
|
—
|
|
|
$
|
0.34
|
|
|
$
|
0.17
|
|
|
$
|
0.26
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.02
|
|
|
$
|
0.17
|
|
|
$
|
0.13
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations attributable to Manitowoc common shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||||||
Loss on sale of discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.26
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||||||
Earnings (loss) per share attributable to Manitowoc common shareholders
|
|
$
|
—
|
|
|
$
|
0.34
|
|
|
$
|
0.17
|
|
|
$
|
0.26
|
|
|
$
|
(0.40
|
)
|
|
$
|
0.02
|
|
|
$
|
0.18
|
|
|
$
|
0.11
|
|
Dividends per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
1.
|
Gross profit was impacted as follows, increase/(decrease)
|
a.
|
2012: Q1 -
$(1.1) million
; Q2 -
$4.0 million
|
b.
|
2011: Q1 -
$(0.6) million
; Q2 -
$(0.9) million
; Q3 -
$(0.3) million
; Q4 -
$(1.1) million
|
2.
|
Earnings (loss) from continuing operations was impacted as follows, increase/(decrease)
|
a.
|
2012: Q1 -
$(1.1) million
; Q2 -
$4.0 million
|
b.
|
2011: Q1 -
$(0.6) million
; Q2 -
$(0.9) million
; Q3 -
$(0.3) million
; Q4 -
$(1.1) million
|
3.
|
Net earnings (loss) was impacted as follows, increase/(decrease)
|
a.
|
2012: Q1 -
$(0.4) million
; Q2 -
$2.8 million
|
b.
|
2011: Q1 -
$(0.1) million
; Q2 -
$(0.1) million
; Q3 -
$0.1 million
; Q4 -
$(0.6) million
|
4.
|
Net earnings (loss) attributable to Manitowoc was impacted as follows, increase/(decrease)
|
a.
|
2012: Q1 -
$(0.4) million
; Q2 -
$2.8 million
|
b.
|
2011: Q1 -
$(0.1) million
; Q2 -
$(0.1) million
; Q3 -
$0.1 million
; Q4 -
$(0.6) million
|
5.
|
Basic earnings per share from continuing operations were impacted as follows, increase/(decrease)
|
a.
|
2012: Q2 -
$0.02
|
b.
|
2011: Q1 -
$(0.01)
; Q2 -
$(0.01)
|
6.
|
Diluted earnings per share from continuing operations were impacted as follows, increase/(decrease)
|
a.
|
2012: Q2 -
$0.02
|
b.
|
2011: Q1 -
$(0.01)
|
7.
|
Basic and diluted earnings per share attributable to Manitowoc common shareholders were impacted as follows, increase/(decrease)
|
a.
|
2012: Q2 -
$0.02
|
(1)
|
Financial Statements:
|
||
|
|
|
|
|
|
The following Consolidated Financial Statements are filed as part of this report under Item 8, “Financial Statements and Supplementary Data.”
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
(2)
|
Financial Statement Schedule:
|
||
|
|
|
|
|
|
||
|
|
|
|
Schedule
|
|
Description
|
|
Filed Herewith
|
|
|
|
|
|
II
|
|
Valuation and Qualifying Accounts
|
|
X
|
|
Balance at
Beginning of
Year
|
|
Charge to
Costs and
Expenses
|
|
Utilization of
Reserve
|
|
Other, Primarily
Impact of
Foreign
Exchange
Rates
|
|
Balance at end
of Year
|
||||||||||
Year End December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
46.4
|
|
|
$
|
3.3
|
|
|
$
|
(20.6
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
27.6
|
|
Inventory obsolescence reserve
|
$
|
88.2
|
|
|
$
|
23.2
|
|
|
$
|
(28.6
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
79.6
|
|
Deferred tax valuation allowance
|
$
|
70.2
|
|
|
$
|
52.1
|
|
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
120.2
|
|
Year End December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
27.6
|
|
|
$
|
0.5
|
|
|
$
|
(6.4
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
12.8
|
|
Inventory obsolescence reserve
|
$
|
79.6
|
|
|
$
|
18.9
|
|
|
$
|
(23.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
74.8
|
|
Deferred tax valuation allowance
|
$
|
120.2
|
|
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
(7.3
|
)
|
|
$
|
125.2
|
|
Year End December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
12.8
|
|
|
$
|
6.7
|
|
|
$
|
(6.1
|
)
|
|
$
|
0.1
|
|
|
$
|
13.5
|
|
Inventory obsolescence reserve
|
$
|
74.8
|
|
|
$
|
18.5
|
|
|
$
|
(19.9
|
)
|
|
$
|
0.8
|
|
|
$
|
74.2
|
|
Deferred tax valuation allowance
|
$
|
125.2
|
|
|
$
|
40.3
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
|
$
|
168.9
|
|
The Manitowoc Company, Inc.
|
|
(Registrant)
|
|
|
|
/s/ Glen E. Tellock
|
|
Glen E. Tellock
|
|
Chairman and Chief Executive Officer
|
|
|
|
/s/ Carl J. Laurino
|
|
Carl J. Laurino
|
|
Senior Vice President and Chief Financial Officer
|
|
/s/ Glen E. Tellock
|
|
|
Glen E. Tellock, Chairman and Chief Executive Officer
|
|
February 28, 2013
|
|
|
|
/s/ Carl J. Laurino
|
|
|
Carl J. Laurino, Senior Vice President and Chief Financial Officer
|
|
February 28, 2013
|
|
|
|
/s/ Keith D. Nosbusch
|
|
|
Keith D. Nosbusch, Director
|
|
February 28, 2013
|
|
|
|
/s/ Robert C. Stift
|
|
|
Robert C. Stift, Director
|
|
February 28, 2013
|
|
|
|
/s/ James L. Packard
|
|
|
James L. Packard, Director
|
|
February 28, 2013
|
|
|
|
/s/ Kenneth W. Krueger
|
|
|
Kenneth W. Krueger, Director
|
|
February 28, 2013
|
|
|
|
/s/ Cynthia M. Egnotovich
|
|
|
Cynthia M. Egnotovich, Director
|
|
February 28, 2013
|
|
|
|
/s/ Donald M. Condon, Jr.
|
|
|
Donald M. Condon, Jr., Director
|
|
February 28, 2013
|
|
|
|
/s/ Roy V. Armes
|
|
|
Roy V. Armes, Director
|
|
February 28, 2013
|
|
|
|
/s/ Joan K. Chow
|
|
|
Joan K. Chow, Director
|
|
February 28, 2013
|
|
|
|
Exhibit No.
|
|
Description
|
|
Filed/Furnished
Herewith
|
|
|
|
|
|
1.1
|
|
Underwriting Agreement dated October 4, 2012 among The Manitowoc Company, Inc., the Guarantors named therein (filed as Exhibit 1.1 to the company's Current Report on Form 8-K filed October 5, 2012 and incorporated herein by reference.)
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation, as amended on November 5, 1984, May 5, 1998, March 31, 2006, and July 26, 2007 (filed as Exhibit 99.1 to the company’s Current Report on Form 8-K filed on August 1, 2007 and incorporated herein by reference).
|
|
|
|
|
|
|
|
3.2
|
|
Restated By-laws (filed as Exhibit 3.2 to the company’s Current Report on Form 8-K filed on May 7, 2007 and incorporated herein by reference).
|
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4.1
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|
Rights Agreement dated March 21, 2007 between the Registrant and Computershare Trust Company, N.A. (filed as Exhibit 4.1 to the company’s Report on Form 8-K dated as of March 21, 2007 and incorporated herein by reference).
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4.2(a)*
|
|
Indenture, dated as of November 6, 2003, by and between The Manitowoc Company, Inc., the Guarantors named therein, and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.1 to the company’s current Report on Form 8-K dated as of November 6, 2003 and incorporated herein by reference).
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|
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4.2(b)
|
|
Indenture, dated as of February 8, 2010, between The Manitowoc Company, Inc. and Wells Fargo Bank, National Association, a national banking association, as Trustee (filed as Exhibit 4.1 to the company’s Current Report on Form 8-K filed on February 10, 2010 and incorporated herein by reference).
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|
|
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4.2(c)
|
|
First Supplemental Indenture, dated as of February 8, 2010, among The Manitowoc Company, Inc., the Guarantors named therein, and Wells Fargo Bank, National Association, a national banking association, as Trustee (filed as Exhibit 4.2 to the company’s Current Report on Form 8-K filed on February 10, 2010 and incorporated herein by reference).
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4.2(d)
|
|
Second Supplemental Indenture, dated as of October 18, 2010, among The Manitowoc Company, Inc., the Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.1 to the company’s Current Report on Form 8-K filed on October 20, 2010 and incorporated herein by reference).
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4.2(e)
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|
Fourth Supplemental Indenture, dated as of October 19, 2012, among The Manitowoc Company, Inc., the Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.1 to the company's Current Report on Form 8-K filed on October 22, 2012 and incorporated herein by reference.)
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4.3
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Articles III, V, and VIII of the Amended and Restated Articles of Incorporation (see Exhibit 3.1 above)
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4.4(a)
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|
Amended and Restated Credit Agreement dated as of August 25, 2008 by and among The Manitowoc Company, Inc., as Borrower, the Subsidiary Borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 4.1 to the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2008), as amended on December 19, 2008, with such amendment filed as Exhibit 4.6 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and as further amended on June 15, 2009, with such amendment filed as Exhibit 4.1 to the company’s Current Report on Form 8-K, dated June 12, 2009, and as further amended on January 21, 2010, with such amendment filed as Exhibit 4.1 to the company’s Current Report on Form 8-K, dated January 21, 2010, and as further amended on October 7, 2010, with such amendment filed as Exhibit 4.1 to the company’s Current Report on Form 8-K, dated October 7, 2010, all of which are incorporated herein by reference. (Superseded)
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|
|
|
|
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4.4(b)
|
|
Second Amended and Restated Credit Agreement, dated as of May 13, 2011, by and among The Manitowoc Company, Inc., the subsidiary borrowers named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 4.1 to the company’s current report on Form 8-K dated as of May 13, 2011 and incorporated herein by reference).
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10.1**
|
|
The Manitowoc Company, Inc. Deferred Compensation Plan,as amended and restated through December 31, 2008, (filed as exhibit 10.1 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference).
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|
|
|
|
|
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10.2**
|
|
The Manitowoc Company, Inc. Management Incentive Compensation Plan (Economic Value Added (EVA) Bonus Plan Effective July 4, 1993, as amended (filed as Exhibit 10.2 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and incorporated herein by reference).
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|
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|
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|
10.2(a)**
|
|
Short-Term Incentive Plan, as amended, effective January 1, 2013. (Reflects non-material changes finalized December 2012.)
|
|
X(1)
|
|
|
|
|
|
10.3(a)**
|
|
Form of Contingent Employment Agreement between the company and the Chief Executive Officer, Glen E. Tellock. (Reflects non-material changes finalized December 2012.)
|
|
X(1)
|
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|
|
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|
10.3(b)**
|
|
Form of Contingent Employment Agreement between the company and the following executive officers of the Company: Eric P. Etchart, Carl J. Laurino, Maurice D. Jones, Michael J. Kachmer, Thomas G. Musial, and Dean J. Nolden. (Reflects non-material changes finalized December 2012.)
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|
X(1)
|
|
|
|
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|
10.4**
|
|
Form of Indemnity Agreement between the company and each of the directors, executive officers and certain other employees of the company (filed as Exhibit 10(b) to the company’s Annual Report on Form 10-K for the fiscal year ended July 1, 1989 and incorporated herein by reference).
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10.6(c)**
|
|
Supplemental Retirement Plan dated May 2000, as amended and restated through December 31, 2008, with such Amended and Restated plan filed as Exhibit 10.6(c) to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference.
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|
|
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10.7(a)**
|
|
The Manitowoc Company, Inc. 1995 Stock Plan, as amended (filed as Exhibit 10.7(a) to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and incorporated herein by reference).
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|
10.7(b)**
|
|
The Manitowoc Company, Inc. 1999 Non-Employee Director Stock Option Plan, as
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|
|
|
amended (filed as Exhibit 10.7(b) to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and incorporated herein by reference).
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10.7(c)**
|
|
The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan, as amended, effective May 1, 2012 with such amended plan filed as Exhibit 10.7(c) to the company’s Proxy Statement for the 2012 annual meeting, filed on March 22, 2012 and incorporated herein by reference.
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10.7(d)**
|
|
The Manitowoc Company, Inc. 2004 Non-Employee Director Stock and Award Plan, as amended on December 17, 2008, effective January 1, 2005, with such amended plan filed as Exhibit 10.7(e) to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference.
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10.8**
|
|
The Manitowoc Company, Inc. Incentive Stock Option Agreement with Vesting Provisions (filed as Exhibit 10.1 to the company’s Report on Form 8-K dated as of February 25, 2005 and incorporated herein by reference).
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|
10.9**
|
|
The Manitowoc Company, Inc. Non-Qualified Stock Option Agreement with Vesting Provisions (filed as Exhibit 10.2 to the company’s Report on Form 8-K dated as of February 25, 2005 and incorporated herein by reference).
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10.10(a)**
|
|
The Manitowoc Company, Inc. Award Agreement for Restricted Stock Awards under The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan, amended February 27, 2007(filed as Exhibit 10.10 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
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10.10(b)**
|
|
The Manitowoc Company, Inc. Performance Share Award Agreement (filed as Exhibit 10.10 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and incorporated herein by reference).
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|
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|
10.11**
|
|
The Manitowoc Company, Inc. Award Agreement for the 2004 Non-employee Director Stock and Awards Plan, as amended effective May 3, 2006 and February 27, 2007 (filed as Exhibit 10.11 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and incorporated herein by reference).
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10.12(a)
|
|
Third Amended and Restated Receivables Purchase Agreement among Manitowoc Funding, LLC, as U.S. Seller, Manitowoc Cayman Islands Funding Ltd., as Cayman Seller, The Manitowoc Company, Inc. as a Servicer, Garland Commercial Ranges Limited, as a Servicer, Convotherm Elektrogeräte GmbH, as a Servicer, Hannover funding Company, LLC, as Purchaser, and Norddeutsche Landesbank Girozentrale, as Agent, dated as of September 27, 2011 (filed as Exhibit 10.1 to the company’s current report on Form 8-K dated September 27, 2011 and incorporated herein by reference). Amendment No. 1 dated December 16, 2011 to the Third Amended and Restated Receivables Purchase Agreement among Manitowoc funding, LLC, as U.S. Seller, Manitowoc Cayman Islands Funding Ltd., as Cayman Seller, The Manitowoc Company, Inc. as a Servicer, Garland Commercial Ranges Limited, as a Servicer, Convotherm Elektrogeräte GmbH, as a Servicer, Hannover funding Company, LLC, as Purchaser, and Norddeutsche Landesbank Girozentrale, as Agent, dated as of September 27, 2011. (filed as Exhibit 12(c) to the company's annual report on Form 10-K in the fiscal year ended December 31, 2011 and incorporated herein by reference). (Superseded.)
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10.12(b)
|
|
Fourth Amended and Restated Receivables Purchase Agreement among Manitowoc Funding, LLC, as U.S. Seller, Manitowoc Cayman Islands Funding Ltd., as Cayman Seller, The Manitowoc Company, Inc. as a Servicer, Garland Commercial Ranges Limited, as a Servicer, Convotherm Elektrogeräte GmbH, as a Servicer, and Wells Fargo, N.A., as Purchaser and Agent dated as of September 26, 2012 (filed as Exhibit 10.1 to the company's Current Report on Form 8-K filed September 28, 2012 and incorporated herein by reference).
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10.15
|
|
The Manitowoc Company, Inc. Severance Pay Plan adopted by the Board of Directors as of May 4, 2009 (filed as Exhibit 10.13 to the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, and incorporated herein by reference.)
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|
11
|
|
Statement regarding computation of basic and diluted earnings per share (see Note 14, “Earnings Per Share” to the Consolidated Financial Statements included herein).
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12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
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X(1)
|
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|
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21
|
|
Subsidiaries of The Manitowoc Company, Inc.
|
|
X(1)
|
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|
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23.1
|
|
Consent of PricewaterhouseCoopers LLP, the company’s Independent Registered Public Accounting Firm
|
|
X(1)
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31
|
|
Rule 13a - 14(a)/15d - 14(a) Certifications
|
|
X(1)
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32.1
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350
|
|
X(2)
|
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|
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32.2
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350
|
|
X(2)
|
|
|
|
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|
101
|
|
The following materials from the company’s Annual Report on Form 10-K for the year ended December 31, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statement of Equity and (vi) related notes.
|
|
X(1)
|
1.1
|
The purpose of the Plan is to provide a system of incentive compensation which will promote the maximization of shareholder value. In order to align eligible salaried employees’ incentives with shareholder interests, incentive compensation will reward the creation of value. The Plan will tie incentive compensation to Economic Value Added (“EVA®”) and, thereby, reward employees for creating value. Effective for the fiscal year commencing January 1, 2005, this Plan replaced the Management Incentive Compensation Plan (Economic Value Added (EVA®) Bonus Plan), created effective July 4, 1993, as amended (the “Prior Plan”).
The Plan has been amended effective January 1, 2007, January 1, 2008 and January 1, 2012 and is being further amended effective January 1, 2013.
|
1.2
|
EVA is the performance measure of value creation. EVA reflects the benefits and costs of capital employment. Employees create value when they employ capital in an endeavor that generates a return that exceeds the cost of the capital employed. Employees destroy value when they employ capital in an endeavor that generates a return that is less than the cost of capital employed. By subtracting a capital charge from the operating profits generated by a business group, EVA measures the total value created by employees.
|
1.3
|
Each Plan Participant is assigned a target annual incentive award (bonus) opportunity (expressed as a percentage of base salary) for a year. A Participant’s target award opportunity, in any one year, is the result of multiplying the Participant’s Target Bonus Percentage by the Participant’s Base Pay.
A Participant’s incentive award earned in any one year is the result of multiplying the Actual Bonus Percentage by the Participant’s Base Pay, subject to any reduction determined by the Committee in its sole discretion based on individual or other additional performance factors described in Section 4.3
. Incentive awards earned can range from 0% to 200% of the target award opportunity. Earned awards will be fully paid out after the end of the year.
|
1.1
|
With respect to any corporate officer as of the February Committee meeting in a given calendar year (“Covered Officer”), the Plan is intended to qualify for the “performance-
|
2.1
|
“
Participating Group
” means a business division or group of business divisions which are uniquely identified for the purpose of calculating EVA and EVA-based bonus awards. Some Participants’ awards may be a mixture of more than one Participating Group. For the purpose of this Plan, the Participating Groups are determined by the Committee and may be revised by the Committee from time-to-time as they deem appropriate, provided that the Participating Groups for any particular year shall be established no later than the February Committee meeting.
|
2.2
|
“
Capital
” means the net investment employed in the operations of each Participating Group. The components of Capital are as follows:
|
|
Gross Accounts Receivable (including trade A/R from another Manitowoc unit – See Notes 2 and 3)
|
|
Plus:
|
Gross FIFO Inventory (See Note 3)
|
|
Plus:
|
Other Current Assets
|
|
Less:
|
Non-Interest Bearing Current Liabilities (NIBCL’s - See Note 1)
|
|
Plus:
|
Net PP&E
|
|
Plus:
|
Other Operating Assets
|
|
Plus:
|
Capitalized Research & Development
|
|
Plus:
|
Goodwill acquired after July 3, 1993
|
|
Plus:
|
Accumulated Amortization on Goodwill acquired after July 3, 1993
|
|
Plus (Less):
|
Special Items
|
|
Equals:
|
Capital
|
(1)
|
NIBCL’s include trade A/P to another Manitowoc unit (see Note 2), and include liabilities associated with receivable factoring programs as well as capital lease obligations.
|
(2)
|
Intercompany trade payables and receivables will be excluded from EVA capital if outstanding longer than the approved payment date per intercompany payment terms.
|
(3)
|
Accounts receivable reserve balances recorded at acquisition date will be treated as reductions to EVA capital and changes excluded from NOPAT up to the balance in the acquisition reserve for a 12-month period subsequent to the acquisition date. Inventory reserve balances recorded at acquisition date will be treated the same as accounts receivable above except for spare parts inventory which will be excluded from Capital and NOPAT over a three-year period at a rate of 1/3 less each year.
|
2.3
|
Each component of Capital will be measured by computing an average balance based on the ending monthly balance for the twelve months of the Fiscal Year.
|
2.4
|
“
Cost of Capital
” or “
C
*” means the weighted average of the after tax cost of debt and equity for the year in question. The Cost of Capital will be reviewed annually and revised if it has changed significantly. The Cost of Capital is determined pursuant to Exhibit A and the following:
|
(a)
|
Cost of Equity = Risk Free Rate + (Beta x Market Risk Premium)
|
(b)
|
Debt Cost of Capital = Debt Yield x (1 - Tax Rate)
|
(c)
|
The weighted average of the Cost of Equity and the Debt Cost of Capital is determined by reference to a fixed debt to capital ratio of 40%. The Risk Free Rate is the average daily closing yield rate on 30 year U.S. Government Bonds for the month of December immediately preceding the Plan year, the Beta is one, and the Market Risk Premium is 5%. The Debt Yield is the projected weighted average yield on the Company’s long term obligations for the 12 month period ending December 31 of the Plan year, and the Tax Rate is determined as set forth in subparagraph 2.4(e).
|
(d)
|
Short-term debt is to be treated as long-term debt for purposes of computing the Cost of Capital.
|
(e)
|
For purposes of determining the Cost of Capital, the “Tax Rate” for any particular year shall be equal to the audited tax rate of the Company for the previous calendar year.
|
2.5
|
“
Capital Charge
” means the deemed opportunity cost of employing Capital in the business of each Participating Group. The Capital Charge is computed as follows:
|
2.6
|
“
Net Operating Profit
” or “
NOP
” and “
Net Operating Profit After Tax
” or “
NOPAT
”
|
|
Operating Earnings
|
Plus:
|
Increase (Decrease) in Capitalized R & D (See Note 1)
|
Plus:
|
Increase (Decrease) in Bad Debt Reserve
|
Plus:
|
Increase (Decrease) in Inventory Reserves
|
Plus:
|
Amortization of Goodwill (resulting from annual US GAAP impairment analyses)
|
Less:
|
Other Expense (Excluding interest on debt and including interest on factored receivables)
|
Plus:
|
Other Income (Excluding investment income)
|
Equals:
|
Net Operating Profit (NOP)
|
Less:
|
Taxes (See Note 2)
|
Equals:
|
Net Operating Profit After Tax (NOPAT)
|
(1)
|
R & D is Capitalized, and amortized over a five-year period and is defined in the U.S. Federal R&D Tax Credit Regulation.
|
(2)
|
For purposes of calculating NOPAT, Taxes will be the actual annual effective tax rate for the Company as a whole for the particular year.
|
2.7
|
“
Economic Value Added
” or “EVA” means for Participants in the salary grade of the Company of 210 and above, the NOPAT that remains after subtracting the Capital Charge, expressed as follows:
|
|
NOPAT
|
Less:
|
Capital Charge
|
Equals:
|
EVA (which may be positive or negative)
|
|
NOP
|
Less:
|
Capital Charge
|
Equals:
|
EVA (which may be positive or negative)
|
3.1
|
“
Actual EVA
” means the EVA as calculated for each Participating Group for the year in question.
|
3.2
|
“
Target EVA
” for the year in question means the level of EVA that is expected in order for the Participating Group to receive the Target Bonus Award. Target EVA for the year in question is determined as follows:
|
3.3
|
“
Expected Improvement in EVA
” means the constant EVA improvement that is added to shift the target up each year. It is determined by the expected growth in EVA per year. The Expected Improvement factors are determined by the Committee and will be evaluated and recalibrated by the Committee, as appropriate, no less than every three years. Expected Improvement may be different for each Participating Group.
|
3.4
|
“
Base Pay
” for any particular year, means (a) for all Participants other than Covered Officers, the base pay actually received for the calendar year; and (b) for Covered Officers, the base pay actually received prior to the February Committee meeting and the rate of base pay in effect immediately after the February Committee meeting in the given calendar year, such that salary increases for a Covered Officer after the February Committee meeting are not considered for such year. Notwithstanding the foregoing, for a Covered Officer whose employment terminates prior to December 31 of a calendar year, Base Pay is reduced to a pro-rata amount based on the period of time actually employed during the year.
|
3.5
|
“
Target Bonus Award
” for the year means the “Target Bonus Percentage” multiplied by a Participant’s Base Pay.
|
3.6
|
“
Target Bonus Percentage
” for a Participant who is Covered Officer is the percentage assigned to the Covered Officer for a particular year by the Committee no later than the February Committee meeting for that year. “
Target Bonus Percentage
” for a Participant other than a Covered Officer is the percentage assigned to the Participant for a particular year by the Administrator no later than the February Committee meeting for that year. In any case, the Target Bonus Percentage for any Participant may not be greater than 150% of salary and the maximum potential annual award for any Participant may not exceed $3 million.
|
3.7
|
“
Actual Bonus Award
” for the year in question means the bonus earned by a Participant and is computed as the Actual Bonus Percentage multiplied by a Participant’s Base Pay for the year in question.
|
3.8
|
“
Actual Bonus Percentage
” is determined by multiplying the Target Bonus Percentage by the Bonus Performance Value.
|
3.9
|
“
Bonus Performance Value
” is an amount determined as follows:
|
(a)
|
Base Formula
. “Bonus Performance Value” means the Actual EVA minus the Target EVA, divided by the Leverage Factor, plus 1.0 [((Actual EVA – Target EVA)/Leverage Factor) + 1.0]; subject, however, to the following subparagraph (b).
|
(b)
|
Floor/Ceiling
. If the calculation of the Bonus Performance Value is less than zero (0), the Bonus Performance Value shall be deemed to be zero (0) , and if the calculation of the Bonus Performance Value exceeds 2.0, the Bonus Performance Value shall be deemed to be 2.0.
|
3.10
|
“
Leverage Factor
” is the negative (positive) deviation from Target EVA necessary before a zero (two times Target) bonus is earned. The Leverage Factors are determined by the Committee and will be evaluated and recalibrated, as appropriate, no less than every three years. The Leverage Factor may be different for each Participating Group.
|
3.11
|
“
Adjustment Guidelines
” are guidelines the Compensation Committee of the Board of Directors (Committee) will consider in determining the potential treatment of any material, non-recurring or unusual items (see Exhibit B).
|
3.12
|
A Participant’s classification is determined by the Board of Direcotors upon recommendation by the Committee for officers of The Manitowoc Company, Inc., and by the Senior VP of HR & Administration for all new participants below the level of corporate officer.
|
4.1
|
Beginning with the fiscal 2008 Plan year, Actual Bonus Awards earned will be fully paid out after the end of the year at such time as the Committee but not later than March 15 of the calendar year following the performance period, unless (a) deferred pursuant to Section 4.2 or (b) otherwise permitted pursuant to the exemption provisions of Section 409A of the Internal Revenue Code.
|
4.2
|
Notwithstanding the provisions of Section 4.1, the Committee may permit or require a Participant to defer receipt of the payment of an Actual Bonus Award to the extent provided under any deferred compensation plan of the Company. Notwithstanding the foregoing, any deferral made in accordance with this Section 4.2 shall satisfy the rquirements of Section 409A of the Internal Revenue Code.
|
4.3
|
Beginning with the fiscal 2013 Plan year, the Committee may, in its sole discretion, reduce (but not increase) the incentive award otherwise earned by any Participant under the Plan in any one year based on individual or other additional performance factors determined by the Committee. Such performance factors may, without limitation, consist of factors that are not pre-established or objective within the meaning of the regulations promulgated under Section 162(m) of the Internal Revenue Code.
|
5.1
|
Participants
. Except as otherwise provided (primarily in Section 8.1) the Administrator will determine who shall participate in the Plan (“Participant(s)”). Employees designated for Plan participation shall be salaried employees of The Manitowoc Company, Inc. or its affiliates (the “Company”). In order for a Participant to receive or be credited with their Actual Bonus Award for a Plan year, the Participant must have (i) remained employed by the Company through the last day of such Plan year, (ii) terminated employment with the Company for any reason during the Plan year at or after the earlier of attainment of age sixty, or the first of the month following the date on which the participant’s attained age plus years of service with the Company equal 80, (iii) suffered a “disability” as defined in the Company’s long term disability benefits program during the Plan year, or (iv) died during the Plan year. In all other cases of termination of employment prior to the last day of the Plan year, a Participant shall not be entitled to any Actual Bonus Award for such Plan year.
|
5.2
|
No Guarantee
. Participation in the Plan provides no guarantee that a payment under the Plan will be made. Selection as a Participant is no guarantee that payments under the Plan will be made or that selection as a Participant will be made in any subsequent calendar year.
|
6.1
|
Withholding of Taxes
. The Company shall have the right to withhold the amount of taxes, which in the determination of the Company, are required to be withheld under law with respect to any amount due or paid under the Plan.
|
6.2
|
Expenses
. All expenses and costs in connection with the adoption and administration of the Plan shall be borne by the Company.
|
6.3
|
No Prior Right or Offer
. Except and until expressly granted pursuant to the Plan, nothing in the Plan shall be deemed to give any employee any contractual or other right to participate in the benefits of the Plan.
|
6.4
|
Claims for Benefits
. In the event a Participant (a “claimant”) desires to make a claim with respect to any of the benefits provided hereunder, the claimant shall submit evidence satisfactory to the Committee of facts establishing their entitlement to a payment under the Plan. Any claim with respect to any of the benefits provided under the Plan shall be made in writing within ninety (90) days of the event which the claimant asserts entitles the claimant to benefits. Failure by the claimant to submit a claim within such ninety (90) day period shall bar the claimant from any claim for benefits under the Plan.
|
6.5
|
Denial and Appeal of Claims
. In the event that a claim which is made by a claimant is wholly or partially denied, the claimant will receive from the Committee a written explanation of the reason for denial and the claimant or the claimant’s duly authorized representative may appeal the denial of the claim to the Committee at any time within ninety (90) days after the receipt by the claimant of written notice from the Committee of the denial of the claim. In connection therewith, the claimant or the claimant’s duly authorized representative may request a review of the denied claim; may review pertinent documents; and may submit issues and comments in writing. Upon receipt of an appeal, the Committee shall make a decision with respect to the appeal and, not later than sixty (60) days after receipt of a request for review, shall furnish the claimant with a decision on review in writing, including the specific reasons for the decision written in a manner calculated to be understood by the claimant, as well as specific reference to the pertinent provisions of the Plan upon which the decision is based. In reaching its decision, the Committee shall have complete discretionary authority to determine all questions arising in the interpretation and administration of the Plan, and to construe the terms of the Plan, including any doubtful or disputed terms and the eligibility of a Participant for benefits.
|
6.6
|
Action Taken in Good Faith; Indemnification
. The Committee may employ attorneys, consultants, accountants or other persons and the Company’s directors and officers shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all employees who have received awards, the Company and all other interested parties. No member of the Committee, nor any officer, director, employee or representative of the Company, or any of its affiliates acting on behalf of or in conjunction with the Committee, shall be personally liable for any action, determination, or interpretation, whether of commission or omission, taken or made with respect to the Plan, except in circumstances involving actual bad faith or willful misconduct. In addition to such other rights of indemnification as they may have as members of the Board, as members of the Committee or as officers or employees of the Company, all members of the Committee and any officer, employee or representative of the Company or any of its subsidiaries acting on their behalf shall be fully indemnified and protected by the Company with respect to any such action, determination or interpretation against the reasonable expenses, including attorneys’ fees actually and necessarily incurred, in connection with the defense of any civil or criminal action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or an award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by Company ) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person claiming indemnification shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding if such person claiming indemnification is entitled to be indemnified as provided in this Section.
|
6.7
|
Rights Personal to Participant
. Any rights provided to a Participant under the Plan shall be personal to such Participant, shall not be transferable (except by will or pursuant to the laws of descent or distribution), and shall be exercisable, during the Participant’s lifetime, only by such Participant.
|
6.8
|
Non-Allocation of Award
. In the event of a suspension of the Plan in any Plan year for a period of more than 90 days, the current Bonus for the subject Plan year shall be deemed forfeited and no portion thereof shall be allocated to Participants. Any such forfeiture shall not affect the calculation of EVA in any subsequent year.
|
7.1
|
No Continued Employment
. Nothing contained herein shall provide any Participant or employee with any right to continued employment or in any way abridge the rights of the Company to determine the terms and conditions of employment and whether to terminate employment of any employee.
|
7.2
|
No Vested Rights
. Except as otherwise provided herein, no Participant or employee or other person shall have any claim of right (legal, equitable, or otherwise) to any award, allocation, or distribution and no officer or employee of the Company or any other person shall have any authority to make representations or agreements to the contrary. No interest conferred herein to a Participant shall be assignable or subject to claim by a Participant’s creditors. The right of the Participant to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company and the Participant shall have no rights in or against any specific assets of the Company as the result of participation hereunder.
|
7.3
|
Not Part of Other Benefits
. The benefits provided in this Plan shall not be deemed a part of any other benefit provided by the Company to its employees. The Company assumes no obligation to Plan Participants except as specified herein. This is a complete statement, along with the Schedules and Appendices attached hereto, of the terms and conditions of the Plan.
|
7.4
|
Other Plans
. Nothing contained herein shall limit the Company or the Committee’s power to grant bonuses to employees of the Company, whether or not Participants in this Plan.
|
7.5
|
Limitations
. Neither the establishment of the Plan or the grant of an award hereunder shall be deemed to constitute an express or implied contract of employment for any period of time or in any way abridge the rights of the Company to determine the terms and conditions of employment or to terminate the employment of any employee with or without cause at any time.
|
7.6
|
Unfunded Plan
. This Plan is unfunded and is maintained by the Company in part to provide incentive compensation to a select group of employees and highly compensated employees.
|
8.1
|
Plan Administration
. “Committee” means the Compensation Committee of the Board of Directors of the Company, or if there is none, The Board of Directors. “Administrator” means the Company’s Senior Vice President-Human Resources & Administration or, if that position is vacant, the Committee. Except as otherwise expressly provided herein, full power and authority to interpret and administer this Plan shall be vested in the Committee. The Committee may authorize the Administrator to determine who shall participate in the Plan, except for the participation of officers. Participation of officers shall require Committee approval. The Committee may from time to time make such decisions and adopt such rules and regulations for implementing the Plan as it deems appropriate for any Participant under the Plan. Any decision taken by the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan shall be final, conclusive and binding upon all Participants and any person claiming under or through them.
|
8.2
|
Board of Directors Authority
. The Board shall be ultimately responsible for administration of the Plan. References made herein to the “Committee” assume that the Board of Directors has created a Compensation Committee to administer the Plan. In the event a Compensation Committee is not so designated, the Board shall administer the Plan. The Board or its Compensation Committee, as appropriate, shall work with the Company’s CEO and SVP-HR & Administration in all aspects of the administration of the Plan.
|
8.3
|
162(m) Limitations
. After the February Committee meeting for any applicable year, the calculation methodology for the maximum possible benefit entitlement shall be fixed for all Covered Officers.
On or before such February meeting, the Committee may make appropriate determinations for such purpose, but if no such determinations are made, such maximum possible benefit entitlement shall be calculated based on the provisions then in effect, without later application of discretion, with the exceptions that the discretion inherent in Exhibit B shall be assumed to have been exercised for each of the guidelines (with the result that the items listed in Exhibit B will be excluded from the EVA calculation) and that the discretion contemplated by Section 4.3 may be exercised at any time prior to payment
. Notwithstanding the foregoing, for purposes of determining the benefits of Participants who are not Covered Officers and in situations in which the effect is to reduce the actual benefits to a Covered Officer, the Committee shall retain the discretion inherent in 2.4, 3.3, 3.5, 3.10, 3.11, Exhibit B and elsewhere to alter the calculation methodology later than the February Committee meeting, up to and including the time of the final determination of the benefit entitlements.
|
9.1
|
Any notice to be given pursuant to the provisions of the Plan shall be in writing and directed to the appropriate recipient thereof at their business address or office location.
|
10.1
|
This Plan shall be effective as of January 1, 2005 and it shall remain in effect, subject to amendment from time to time, until terminated or suspended by the Committee.
|
11.1
|
This Plan may be amended, suspended or terminated at any time at the sole discretion of the Board upon the recommendation of the Committee. Notice of any such amendment, suspension or termination shall be given promptly to each Participant.
|
12.1
|
This Plan shall be construed in accordance with the provisions of the laws of the State of Wisconsin.
|
Inputs Variables
:
|
Risk Free Rate = Average Daily closing yield on U.S. Government 30 Yr. Bonds (for the month of December preceding the Plan year).
|
Market Risk Premium = 5.0% (Fixed)
|
Beta = One (Fixed)
|
Debt/Capital Ratio = 40% (Fixed)
|
b = Cost of Debt Capital (Projected & Weighted Average Yield on the Company’s Long Term Debt Obligations).
|
Marginal Tax Rate = the Tax Rate as defined in Section 2.4(e)
|
Calculations
:
|
|
y
|
= Cost of Equity Capital
= Risk Free Rate + (Beta x Market Risk Premium) |
Weighted Average Cost of Capital = [Cost of Equity Capital x (1 - Debt/Capital Ratio)] + [Cost of Debt x (Debt/Capital Ratio) x (1 - Marginal Tax Rate)]
|
|
C* = [y x (1 - Debt/Capital)] + [b x (Debt/Capital) x (1 - Marginal Tax Rate)]
|
•
|
Potential material and unexpected “non-recurring items” which the Committee may consider excluding from the “raw” EVA calculation (i.e., impact net operating profit after-tax or the cost of capital), in order to ensure employees are assessed on the performance of continuing operations, include:
|
•
|
Change in Accounting Principle or Practices
(e.g., treatment of goodwill, FAS 123-revised 2004, etc.). Typically, the company may exclude the impact from both operating results and performance goals
.
|
•
|
Major acquisition
(i.e., acquiring a business with total assets greater than 15% of the company’s/operating unit’s prior year-end total assets). In the event of a major acquisition, the company may exclude the performance of the acquired unit from both results and goals for an agreed upon period of time.
|
•
|
Major disposition
(e.g., disposition as defined by FAS 144). In the event a disposition is classified as discontinued under FAS 144, the company may exclude the performance of the disposed unit from both results and goals.
|
•
|
Restructuring
(i.e., reorganization of a specific business or operating unit). In the event of a restructuring, the company may exclude the cost of restructuring from NOPAT but must also exclude any benefits up to the amount of restructuring costs during the subsequent 12-month period. The restructuring liability should also be excluded from the calculation of capital for the same subsequent 12-month period.
|
•
|
Recapitalization
(i.e., significant altering of the company’s current capital structure). In the event of a recapitalization, the company may exclude the impact from both results and goals.
|
•
|
Other unusual or one-time gains/losses
considered on a case-by-case basis relative to their impact on the company’s/operating unit’s financial results.
|
•
|
Expenses related to significant ERP system implementations
may be capitalized and amortized over the same period as the ERP asset.
|
|
|
For the Year Ended December 31,
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
||||||||||
Earnings (loss) from continuing operations before income taxes (3)
|
|
$
|
130.3
|
|
|
$
|
33.9
|
|
|
$
|
(43.0
|
)
|
|
$
|
(676.1
|
)
|
|
$
|
81.7
|
|
|
Fixed charges
|
|
162.3
|
|
|
173.3
|
|
|
212.1
|
|
|
217.9
|
|
|
65.5
|
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
292.6
|
|
|
$
|
207.2
|
|
|
$
|
169.1
|
|
|
$
|
(458.2
|
)
|
|
$
|
147.2
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
|
$
|
137.1
|
|
|
$
|
146.7
|
|
|
$
|
175.0
|
|
|
$
|
174.0
|
|
|
$
|
51.6
|
|
|
Amortization of deferred financing costs (1)
|
|
8.2
|
|
|
10.4
|
|
|
22.0
|
|
|
28.8
|
|
|
2.5
|
|
|
|||||
Portion of rent deemed interest factor (2)
|
|
17.0
|
|
|
16.2
|
|
|
15.1
|
|
|
15.1
|
|
|
11.4
|
|
|
|||||
Total fixed charges
|
|
$
|
162.3
|
|
|
$
|
173.3
|
|
|
$
|
212.1
|
|
|
$
|
217.9
|
|
|
$
|
65.5
|
|
|
Ratio of earnings to fixed charges (4)
|
|
1.8x
|
|
|
1.2x
|
|
|
n/a
|
|
|
n/a
|
|
|
2.2x
|
|
|
Interest expense per Consolidated Statements of Operations
|
|
$
|
137.1
|
|
|
$
|
146.7
|
|
|
$
|
175.0
|
|
|
$
|
174.0
|
|
|
$
|
54.1
|
|
|
Less amortization of deferred financing costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
|||||
Interest expense
|
|
$
|
137.1
|
|
|
$
|
146.7
|
|
|
$
|
175.0
|
|
|
$
|
174.0
|
|
|
$
|
51.6
|
|
|
Subsidiaries of
|
The Manitowoc Company, Inc. (WI)
|
1
|
|
|
Appliance Scientific, Inc.
|
|
(Delaware)
|
2
|
|
|
Beleggingsmaatsch appli Interbu BV
|
|
(Netherlands)
|
3
|
|
|
Berisford (Jersey) Ltd.
|
|
(Channel Islands)
|
4
|
|
|
Berisford (Overseas) Limited
|
|
(United Kingdom)
|
5
|
|
|
Berisford Bristar Limited.
|
|
(United Kingdom)
|
6
|
|
|
Berisford Charter Residential Limited
|
|
(United Kingdom)
|
7
|
|
|
Berisford Holdings Limited
|
|
(United Kingdom)
|
8
|
|
|
Berisford Property Development (USA) Ltd.
|
|
(New York)
|
9
|
|
|
Boek-en Offsetdrukkerij Kuyte B.V.
|
|
(Netherlands)
|
10
|
|
|
Cable Street Limited
|
|
(United Kingdom)
|
11
|
|
|
Cadillion GmbH
|
|
(Germany)
|
12
|
|
|
Charles Needham Industries Inc.
|
|
(Texas)
|
13
|
|
|
Cleveland Range Ltd.
|
|
(Canada)
|
14
|
|
|
Cleveland Range, LLC
|
|
(Delaware)
|
15
|
|
|
Convotherm Elecktrogerate GmbH
|
|
(Germany)
|
16
|
|
|
Convotherm India Private Limited
|
|
(India)
|
17
|
|
|
Convotherm Limited
|
|
(United Kingdom)
|
18
|
|
|
Convotherm Singapore PTE LTD
|
|
(Singapore)
|
19
|
|
|
Cross Lane Holdings Ltd.
|
|
(Channel Islands)
|
20
|
|
|
Delfield Company, LLC, The
|
|
(Delaware)
|
21
|
|
|
Ecclesfield Properties Limited.
|
|
(United Kingdom)
|
22
|
|
|
Elvadene Limited
|
|
(United Kingdom)
|
23
|
|
|
Enodicom Limited
|
|
(United Kingdom)
|
24
|
|
|
Enodicom Number 2 Limited
|
|
(United Kingdom)
|
25
|
|
|
Enodis Clifton Park Ltd.
|
|
(United Kingdom)
|
26
|
|
|
Enodis Corporation
|
|
(Delaware)
|
27
|
|
|
Enodis Foodservice Equipment (Shanghai) Co. Ltd.
|
|
(China)
|
28
|
|
|
Enodis Group Holdings, US Inc.
|
|
(Delaware)
|
29
|
|
|
Enodis Group Italian Branch
|
|
(Italy)
|
30
|
|
|
Enodis Group Limited.
|
|
(United Kingdom)
|
31
|
|
|
Enodis Hanover
|
|
(United Kingdom)
|
32
|
|
|
Enodis Holdings Inc.
|
|
(Delaware)
|
33
|
|
|
Enodis Holdings Ltd.
|
|
(United Kingdom)
|
34
|
|
|
Enodis Industrial Holdings Limited
|
|
(United Kingdom)
|
35
|
|
|
Enodis International Ltd.
|
|
(United Kingdom)
|
36
|
|
|
Enodis Investments Ltd.
|
|
(United Kingdom)
|
37
|
|
|
Enodis Limited (UK) Enodis (Domestication) LLC
|
|
(Delaware)
|
38
|
|
|
Enodis Maple Leaf Ltd.
|
|
(United Kingdom)
|
39
|
|
|
Enodis Nederland B.V.
|
|
(Netherlands)
|
40
|
|
|
Enodis Oxford
|
|
(United Kingdom)
|
41
|
|
|
Enodis Property Development Ltd.
|
|
(United Kingdom)
|
42
|
|
|
Enodis Property Group Ltd.
|
|
(United Kingdom)
|
43
|
|
|
Enodis Regent
|
|
(United Kingdom)
|
44
|
|
|
Enodis Strand Ltd.
|
|
(United Kingdom)
|
45
|
|
|
Enodis Technology Center, Inc.
|
|
(Delaware)
|
46
|
|
|
Environnemental Rehab, Inc.
|
|
(Wisconsin)
|
47
|
|
|
Fabristeel (M) Sdn Bhd
|
|
(Malaysia)
|
48
|
|
|
Fabristeel Private Limited
|
|
(Singapore)
|
49
|
|
|
Fo Shan Manitowoc Foodservice Co.
|
|
(China)
|
50
|
|
|
Frymaster LLC
|
|
(Louisiana)
|
51
|
|
|
FSV Private Limited
|
|
(Singapore)
|
52
|
|
|
Garland Catering Equipment Ltd.
|
|
(United Kingdom)
|
53
|
|
|
Garland Commercial Industries, LLC
|
|
(Delaware)
|
54
|
|
|
Garland Commercial Ranges Ltd
|
|
(Canada)
|
55
|
|
|
Glenluce Ltd.
|
|
(Isle of Man)
|
56
|
|
|
Grove Cranes S.L.
|
|
(Spain)
|
57
|
|
|
Grove Europe Pension Trustees Limited
|
|
(United Kingdom)
|
58
|
|
|
Grove U.S. LLC
|
|
(Delaware)
|
59
|
|
|
H. Tieskens Beheer B.V
|
|
(Netherlands)
|
60
|
|
|
H. Tieskens Exploitatie B.V
|
|
(Netherlands)
|
61
|
|
|
Homark Holdings Ltd.
|
|
(United Kingdom)
|
62
|
|
|
Inducs AG
|
|
(Switzerland)
|
63
|
|
|
J.H. Rayner (Mincing Lane) Limited
|
|
(United Kingdom)
|
64
|
|
|
Jackson MSC LLC
|
|
(Delaware)
|
65
|
|
|
Kitchen Ventilation Services Ltd.
|
|
(United Kingdom)
|
66
|
|
|
Kitecroft Ltd.
|
|
(United Kingdom)
|
67
|
|
|
Kysor Business Trust
|
|
(Delaware)
|
68
|
|
|
Kysor do Brasil Ltd
|
|
(Brazil)
|
69
|
|
|
Kysor Holdings, Inc.
|
|
(Delaware)
|
70
|
|
|
Kysor Industrial Corporation
|
|
(Michigan)
|
71
|
|
|
Kysor Industrial Corporation
|
|
(Nevada)
|
72
|
|
|
Kysor Nevada Holding Corporation
|
|
(Nevada)
|
73
|
|
|
Liftlux Potain GmbH
|
|
(Germany)
|
74
|
|
|
Manitowoc (Bermuda) Ltd.
|
|
(Bermuda)
|
75
|
|
|
Manitowoc (China) Foodservice Co., Ltd.
|
|
(China)
|
76
|
|
|
Manitowoc (Mauritius) Ltd.
|
|
(Mauritius)
|
77
|
|
|
Manitowoc Asia Global Sourcing
|
|
(China)
|
78
|
|
|
Manitowoc Beverage Systems Ltd.
|
|
(United Kingdom)
|
79
|
|
|
Manitowoc Brasil Guindastes Ltda
|
|
(Brazil)
|
80
|
|
|
Manitowoc Cayman Islands Funding Ltd.
|
|
(Cayman Islands)
|
81
|
|
|
Manitowoc Company Foundation, The
|
|
(Michigan)
|
82
|
|
|
Manitowoc CP, Inc.
|
|
(Nevada)
|
83
|
|
|
Manitowoc Crane Companies, LLC (MCG)
|
|
(Wisconsin)
|
84
|
|
|
Manimex, S.A. de C. V.
|
|
(Mexico)
|
85
|
|
|
Manitowoc Crane Equipment (China) Co., Ltd.
|
|
(China)
|
86
|
|
|
Manitowoc Crane Group (Brazil)
|
|
(Brazil)
|
87
|
|
|
Manitowoc Crane Group (UK) Limited
|
|
(United Kingdom)
|
88
|
|
|
Manitowoc Crane Group Asia Pte Ltd
|
|
(Singapore)
|
89
|
|
|
Manitowoc Crane Group Australia Pty Ltd.
|
|
(Australia)
|
90
|
|
|
Manitowoc Crane Group Chile Limitada
|
|
(Chile)
|
91
|
|
|
Manitowoc Crane Group CIS
|
|
(Russia)
|
92
|
|
|
Manitowoc Crane Group Columbia, S.A.S.
|
|
(Columbia)
|
93
|
|
|
Manitowoc Crane Group Czech Republic SRO
|
|
(Czech Republic)
|
94
|
|
|
Manitowoc Crane Group France SAS or MCG France SAS
|
|
(France)
|
95
|
|
|
Manitowoc Crane Group Germany GmbH
|
|
(Germany)
|
96
|
|
|
Manitowoc Crane Group Holding Germany Gmb
|
|
(Germany)
|
97
|
|
|
Manitowoc Crane Group Hungary Kft
|
|
(Hungary)
|
98
|
|
|
Manitowoc Crane Group Ibéria Sl
|
|
(Spain)
|
99
|
|
|
Manitowoc Crane Group Inc.
|
|
(Philippines)
|
100
|
|
|
Manitowoc Crane Group Italy Srl or MCG Italy Srl
|
|
(Italy)
|
101
|
|
|
Manitowoc Crane Group Korea Co., Ltd.
|
|
(Korea)
|
102
|
|
|
Manitowoc Crane Group M-E (FZE)
|
|
(Dubai, UAE)
|
103
|
|
|
Manitowoc Crane Group Mexico, S. de R.L. de C.V.
|
|
(Mexico)
|
104
|
|
|
Manitowoc Crane Group Netherlands B.V.
|
|
(Netherlands)
|
105
|
|
|
Manitowoc Crane Group Poland Sp
|
|
(Poland)
|
106
|
|
|
Manitowoc Crane Group Portugal Ltda
|
|
(Portugal)
|
107
|
|
|
Manitowoc Crane Group Slovakia SRO
|
|
(Slovak Republik)
|
108
|
|
|
Manitowoc Crane Group U.S. Holding, LLC
|
|
(Tennessee)
|
109
|
|
|
Manitowoc Cranes, LLC
|
|
(Wisconsin)
|
110
|
|
|
Manitowoc Credit (China) Leasing Company Limited
|
|
(China)
|
111
|
|
|
Manitowoc Deutschland GmbH
|
|
(Germany)
|
112
|
|
|
Manitowoc DongYue Heavy Machinery Co., Ltd
|
|
(Singapore)
|
113
|
|
|
Manitowoc EMEA Holding SARL
|
|
(France)
|
114
|
|
|
Manitowoc Equipment Works, Inc.
|
|
(Nevada)
|
115
|
|
|
Manitowoc Europe Limited
|
|
(United Kingdom)
|
116
|
|
|
Manitowoc Finance (Luxembourg) Sarl
|
|
(Luxembourg)
|
117
|
|
|
Manitowoc Foodservice (Luxembourg) Sarl
|
|
(Luxembourg)
|
118
|
|
|
Manitowoc Foodservice Asia Pacific Private Limited
|
|
(Singapore)
|
119
|
|
|
Manitowoc Foodservice Companies, LLC
|
|
(Wisconsin)
|
120
|
|
|
Manitowoc Foodservice Iberia, SAU
|
|
(Spain)
|
121
|
|
|
Manitowoc Foodservice International SAS
|
|
(France)
|
122
|
|
|
Manitowoc Foodservice UK Limited
|
|
(United Kingdom)
|
123
|
|
|
Manitowoc FP, Inc.
|
|
(Nevada)
|
124
|
|
|
Manitowoc France SAS
|
|
(France)
|
125
|
|
|
Manitowoc FSG Holding, LLC
|
|
(Delaware)
|
126
|
|
|
Manitowoc FSG International Holdings, Inc.
|
|
(Nevada)
|
127
|
|
|
Manitowoc FSG Manufactura Mexico, S. De R.L. De C.V.
|
|
(Mexico)
|
128
|
|
|
Manitowoc FSG Mexico, SRL de C.V.
|
|
(Mexico)
|
129
|
|
|
Manitowoc FSG Operations, LLC
|
|
(Nevada)
|
130
|
|
|
Manitowoc FSG Services, LLC
|
|
(Wisconsin)
|
131
|
|
|
Manitowoc FSG U.S. Holding, LLC
|
|
(Delaware)
|
132
|
|
|
Manitowoc Funding LLC
|
|
(Nevada)
|
133
|
|
|
Manitowoc Grove (Cayman Islands) Ltd.
|
|
(Cayman Islands)
|
134
|
|
|
Manitowoc Holding (Cayman Islands) Ltd.
|
|
(Cayman Islands)
|
135
|
|
|
Manitowoc Holding Asia SAS
|
|
(France)
|
136
|
|
|
Manitowoc Holding Germany LLC & Co. KG
|
|
(Germany)
|
137
|
|
|
Manitowoc Holdings (Netherlands Antilles) B.V.
|
|
(Netherlands Antilles)
|
138
|
|
|
Manitowoc India Private Limited
|
|
(India)
|
139
|
|
|
Manitowoc Insurance Company Ltd.
|
|
(Barbados)
|
140
|
|
|
Manitowoc MEC, Inc.
|
|
(Nevada)
|
141
|
|
|
Manitowoc Potain
|
|
(United Kingdom)
|
142
|
|
|
Manitowoc Potain (Cayman Islands) Ltd.
|
|
(Cayman Islands)
|
143
|
|
|
Manitowoc Re-Manufacturing, LLC
|
|
(Wisconsin)
|
144
|
|
|
Manitowoc TJ, SRL de C.V.
|
|
(Mexico)
|
145
|
|
|
Manitowoc Worldwide Holdings (France) SAS
|
|
(France)
|
146
|
|
|
Manitowoc Worldwide Holdings (France) SCS
|
|
(France)
|
147
|
|
|
Manitowoc Worldwide Holdings (Netherlands) BV
|
|
(Netherlands)
|
148
|
|
|
Manston Ltd. (BVI)
|
|
(United Kingdom)
|
149
|
|
|
McCann's Engineering & Manufacturing Co., LLC
|
|
(California)
|
150
|
|
|
Mealstream (UK) Ltd.
|
|
(United Kingdom)
|
151
|
|
|
Meliora Spectare Ltd.
|
|
(United Kingdom)
|
152
|
|
|
Merrychef Holdings Ltd.
|
|
(United Kingdom)
|
153
|
|
|
Merrychef Ltd.
|
|
(United Kingdom)
|
154
|
|
|
Merrychef Projects Ltd.
|
|
(United Kingdom)
|
155
|
|
|
MMG Holding Co., LLC
|
|
(Nevada)
|
156
|
|
|
MTW County Limited (UK) MTW County (Domestication) LLC
|
|
(Delaware)
|
157
|
|
|
Potain GmbH
|
|
(Germany)
|
158
|
|
|
Potain India Pvt. Ltd.
|
|
(India)
|
159
|
|
|
Potain Technik GmbH
|
|
(Germany)
|
160
|
|
|
Pumpcroft Ltd.
|
|
(United Kingdom)
|
161
|
|
|
S&W Berisford Ltd.
|
|
(United Kingdom)
|
162
|
|
|
SAW Technologies Ltd.
|
|
(United Kingdom)
|
163
|
|
|
Shanghai Fabristeel Foodservice International Trade Co. Ltd.
|
|
(China)
|
164
|
|
|
Shanghai Manitowoc International Trading Co., Ltd
|
|
(China)
|
165
|
|
|
Société de Participation Minoritaire SARL (S.P.M. SARL)
|
|
(France)
|
166
|
|
|
Solum Grundstücks Vermeitungs GmbH
|
|
(Germany)
|
167
|
|
|
Steamhammer Ltd.
|
|
(United Kingdom)
|
168
|
|
|
The Homark Group Ltd.
|
|
(United Kingdom)
|
169
|
|
|
The Manitowoc Company, Inc. (MTW)
|
|
(Wisconsin)
|
170
|
|
|
TRUpour Ltd.
|
|
(Ireland)
|
171
|
|
|
Turner Curzon Ltd.
|
|
(United Kingdom)
|
172
|
|
|
Twilight Band Ltd.
|
|
(United Kingdom)
|
173
|
|
|
Viscount Catering Limited
|
|
(United Kingdom)
|
174
|
|
|
Waterroad Company Limited
|
|
(United Kingdom)
|
175
|
|
|
Welbilt Corporation
|
|
(Delaware)
|
176
|
|
|
Welbilt Holding Company
|
|
(Delaware)
|
177
|
|
|
Welbilt Manufacturing (Thailand) Ltd.
|
|
(Thailand)
|
178
|
|
|
Welbilt Walk-Ins LP
|
|
(Delaware)
|
179
|
|
|
Westran Corporation
|
|
(Michigan)
|
180
|
|
|
Whitlenge Acquisition Ltd.
|
|
(United Kingdom)
|
181
|
|
|
Whitlenge Drink Equipment Ltd.
|
|
(United Kingdom)
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Manitowoc Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions)
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 28, 2013
|
|
|
|
|
/s/ Glen E. Tellock
|
|
Glen E. Tellock
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Manitowoc Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 28, 2013
|
|
|
|
|
/s/ Carl J. Laurino
|
|
Carl J. Laurino
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods expressed in the Report.
|
/s/ Glen E. Tellock
|
Glen E. Tellock
|
Chairman and Chief Executive Officer
|
February 28, 2013
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods expressed in the Report.
|
/s/ Carl J. Laurino
|
Carl J. Laurino
|
Senior Vice President and Chief Financial Officer
|
February 28, 2013
|