Wisconsin
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|
39-0448110
|
(State or other jurisdiction
|
|
(I.R.S. Employer
|
of incorporation or organization)
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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)
|
|
(Zip Code)
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Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
$
|
1,046.6
|
|
|
$
|
997.2
|
|
|
$
|
1,944.6
|
|
|
$
|
1,849.1
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
773.8
|
|
|
746.0
|
|
|
1,451.8
|
|
|
1,394.6
|
|
||||
Engineering, selling and administrative expenses
|
161.3
|
|
|
149.6
|
|
|
319.4
|
|
|
296.5
|
|
||||
Amortization expense
|
9.0
|
|
|
9.3
|
|
|
18.1
|
|
|
18.6
|
|
||||
Restructuring expense
|
0.9
|
|
|
0.2
|
|
|
1.2
|
|
|
0.9
|
|
||||
Other
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
||||
Total operating costs and expenses
|
945.0
|
|
|
905.2
|
|
|
1,790.8
|
|
|
1,710.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings from operations
|
101.6
|
|
|
92.0
|
|
|
153.8
|
|
|
138.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(32.6
|
)
|
|
(33.8
|
)
|
|
(65.9
|
)
|
|
(66.8
|
)
|
||||
Amortization of deferred financing fees
|
(1.7
|
)
|
|
(2.1
|
)
|
|
(3.5
|
)
|
|
(4.1
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Other income (expense), net
|
(1.4
|
)
|
|
2.0
|
|
|
0.2
|
|
|
0.2
|
|
||||
Total other income (expenses)
|
(35.7
|
)
|
|
(33.9
|
)
|
|
(69.6
|
)
|
|
(70.7
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations before taxes on income
|
65.9
|
|
|
58.1
|
|
|
84.2
|
|
|
67.7
|
|
||||
Provision for taxes on income
|
9.3
|
|
|
15.5
|
|
|
17.8
|
|
|
26.9
|
|
||||
Earnings from continuing operations
|
56.6
|
|
|
42.6
|
|
|
66.4
|
|
|
40.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) from discontinued operations, net of income taxes of $(1.2), $0.1, $(1.3) and $0.2, respectively
|
(2.1
|
)
|
|
0.4
|
|
|
(2.2
|
)
|
|
—
|
|
||||
Loss on sale of discontinued operations, net of income taxes of $0.0, $0.0, $3.3 and $0.0, respectively
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
||||
Net earnings
|
54.5
|
|
|
43.0
|
|
|
62.6
|
|
|
40.8
|
|
||||
Less: Net loss attributable to noncontrolling interest, net of income taxes
|
(3.1
|
)
|
|
(2.3
|
)
|
|
(5.4
|
)
|
|
(4.2
|
)
|
||||
Net earnings attributable to Manitowoc
|
$
|
57.6
|
|
|
$
|
45.3
|
|
|
$
|
68.0
|
|
|
$
|
45.0
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to the Manitowoc common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings from continuing operations
|
$
|
59.7
|
|
|
$
|
44.9
|
|
|
$
|
71.8
|
|
|
$
|
45.0
|
|
Earnings (loss) from discontinued operations, net of income taxes
|
(2.1
|
)
|
|
0.4
|
|
|
(2.2
|
)
|
|
—
|
|
||||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
||||
Net earnings attributable to Manitowoc
|
$
|
57.6
|
|
|
$
|
45.3
|
|
|
$
|
68.0
|
|
|
$
|
45.0
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings from continuing operations attributable to Manitowoc common shareholders
|
$
|
0.45
|
|
|
$
|
0.34
|
|
|
$
|
0.54
|
|
|
$
|
0.34
|
|
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Earnings per share attributable to Manitowoc common shareholders
|
$
|
0.43
|
|
|
$
|
0.35
|
|
|
$
|
0.51
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings from continuing operations attributable to Manitowoc common shareholders
|
$
|
0.44
|
|
|
$
|
0.34
|
|
|
$
|
0.53
|
|
|
$
|
0.34
|
|
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Earnings per share attributable to Manitowoc common shareholders
|
$
|
0.43
|
|
|
$
|
0.34
|
|
|
$
|
0.50
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding — basic
|
132,999,781
|
|
|
130,575,165
|
|
|
132,655,172
|
|
|
130,562,923
|
|
||||
Weighted average shares outstanding — diluted
|
135,112,730
|
|
|
133,392,079
|
|
|
135,029,444
|
|
|
133,552,797
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net earnings
|
$
|
54.5
|
|
|
$
|
43.0
|
|
|
$
|
62.6
|
|
|
$
|
40.8
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Derivative instrument fair market value adjustment, net of income taxes of $0.2, $(1.7), $(1.2) and $(0.3), respectively
|
0.5
|
|
|
(4.0
|
)
|
|
(2.1
|
)
|
|
(0.9
|
)
|
||||
Employee pension and postretirement benefits, net of income taxes of $0.4, $0.2, $0.7 and $0.4, respectively.
|
1.1
|
|
|
0.8
|
|
|
2.1
|
|
|
1.6
|
|
||||
Foreign currency translation adjustments
|
(1.5
|
)
|
|
(39.4
|
)
|
|
(16.1
|
)
|
|
(22.9
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
0.1
|
|
|
(42.6
|
)
|
|
(16.1
|
)
|
|
(22.2
|
)
|
||||
Comprehensive income
|
54.6
|
|
|
0.4
|
|
|
46.5
|
|
|
18.6
|
|
||||
Comprehensive loss attributable to noncontrolling interest
|
(3.1
|
)
|
|
(2.3
|
)
|
|
(5.4
|
)
|
|
(4.2
|
)
|
||||
Comprehensive income attributable to Manitowoc
|
$
|
57.7
|
|
|
$
|
2.7
|
|
|
$
|
51.9
|
|
|
$
|
22.8
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Assets
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
91.7
|
|
|
$
|
73.4
|
|
Marketable securities
|
2.7
|
|
|
2.7
|
|
||
Restricted cash
|
10.7
|
|
|
10.6
|
|
||
Accounts receivable, less allowances of $15.2 and $13.5, respectively
|
340.5
|
|
|
332.7
|
|
||
Inventories — net
|
815.9
|
|
|
707.6
|
|
||
Deferred income taxes
|
89.1
|
|
|
89.0
|
|
||
Other current assets
|
107.9
|
|
|
105.2
|
|
||
Current assets of discontinued operation
|
—
|
|
|
6.8
|
|
||
Total current assets
|
1,458.5
|
|
|
1,328.0
|
|
||
|
|
|
|
||||
Property, plant and equipment — net
|
559.9
|
|
|
556.1
|
|
||
Goodwill
|
1,206.9
|
|
|
1,210.7
|
|
||
Other intangible assets — net
|
776.6
|
|
|
796.4
|
|
||
Other non-current assets
|
149.3
|
|
|
130.3
|
|
||
Long-term assets of discontinued operation
|
—
|
|
|
35.8
|
|
||
Total assets
|
$
|
4,151.2
|
|
|
$
|
4,057.3
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
878.2
|
|
|
$
|
912.9
|
|
Current portion of long-term debt and short-term borrowings
|
96.2
|
|
|
92.8
|
|
||
Product warranties
|
82.1
|
|
|
82.1
|
|
||
Customer advances
|
25.0
|
|
|
24.2
|
|
||
Product liabilities
|
28.6
|
|
|
27.9
|
|
||
Current liabilities of discontinued operation
|
—
|
|
|
6.0
|
|
||
Total current liabilities
|
1,110.1
|
|
|
1,145.9
|
|
||
Non-Current Liabilities:
|
|
|
|
|
|
||
Long-term debt
|
1,800.9
|
|
|
1,732.0
|
|
||
Deferred income taxes
|
226.1
|
|
|
223.0
|
|
||
Pension obligations
|
113.5
|
|
|
114.3
|
|
||
Postretirement health and other benefit obligations
|
53.1
|
|
|
53.4
|
|
||
Long-term deferred revenue
|
41.3
|
|
|
37.7
|
|
||
Other non-current liabilities
|
166.5
|
|
|
161.1
|
|
||
Long-term liabilities of discontinued operation
|
—
|
|
|
8.6
|
|
||
Total non-current liabilities
|
2,401.4
|
|
|
2,330.1
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Total Equity:
|
|
|
|
|
|
||
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 133,535,508 and 132,769,478 shares outstanding, respectively)
|
1.4
|
|
|
1.4
|
|
||
Additional paid-in capital
|
496.8
|
|
|
486.9
|
|
||
Accumulated other comprehensive loss
|
(45.5
|
)
|
|
(29.4
|
)
|
||
Retained earnings
|
290.1
|
|
|
222.1
|
|
||
Treasury stock, at cost (29,640,420 and 30,406,450 shares, respectively)
|
(78.7
|
)
|
|
(80.7
|
)
|
||
Total Manitowoc stockholders’ equity
|
664.1
|
|
|
600.3
|
|
||
Noncontrolling interest
|
(24.4
|
)
|
|
(19.0
|
)
|
||
Total equity
|
639.7
|
|
|
581.3
|
|
||
Total liabilities and equity
|
$
|
4,151.2
|
|
|
$
|
4,057.3
|
|
|
Six Months Ended
June 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash Flows from Operations:
|
|
|
|
|
|
||
Net earnings
|
$
|
62.6
|
|
|
$
|
40.8
|
|
Adjustments to reconcile net earnings to cash used for operating activities of continuing operations:
|
|
|
|
|
|
||
Discontinued operations, net of income taxes
|
2.2
|
|
|
—
|
|
||
Depreciation
|
38.2
|
|
|
34.2
|
|
||
Amortization of intangible assets
|
18.1
|
|
|
18.6
|
|
||
Amortization of deferred financing fees
|
3.5
|
|
|
4.1
|
|
||
Deferred income taxes
|
(1.3
|
)
|
|
(1.3
|
)
|
||
Loss on early debt extinguishment
|
0.4
|
|
|
—
|
|
||
Loss on sale of property, plant and equipment
|
3.3
|
|
|
1.0
|
|
||
Loss on sale of discontinued operations
|
1.6
|
|
|
—
|
|
||
Stock-based compensation expense
|
9.0
|
|
|
8.6
|
|
||
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
|
|
|
|
|
|
||
Accounts receivable
|
(14.6
|
)
|
|
(34.5
|
)
|
||
Inventories
|
(115.7
|
)
|
|
(156.2
|
)
|
||
Other assets
|
(30.5
|
)
|
|
(21.2
|
)
|
||
Accounts payable
|
9.2
|
|
|
6.7
|
|
||
Accrued expenses and other liabilities
|
(44.5
|
)
|
|
(24.2
|
)
|
||
Net cash used for operating activities of continuing operations
|
(58.5
|
)
|
|
(123.4
|
)
|
||
Net cash provided by (used for) operating activities of discontinued operations
|
(4.0
|
)
|
|
1.6
|
|
||
Net cash used for operating activities
|
(62.5
|
)
|
|
(121.8
|
)
|
||
|
|
|
|
||||
Cash Flows from Investing:
|
|
|
|
|
|
||
Capital expenditures
|
(46.9
|
)
|
|
(34.7
|
)
|
||
Proceeds from sale of property, plant and equipment
|
0.9
|
|
|
0.2
|
|
||
Restricted cash
|
(0.2
|
)
|
|
(3.0
|
)
|
||
Proceeds from sale of business
|
39.2
|
|
|
—
|
|
||
Net cash used for investing activities of continuing operations
|
(7.0
|
)
|
|
(37.5
|
)
|
||
Net cash used for investing activities of discontinued operations
|
—
|
|
|
(0.1
|
)
|
||
Net cash used for investing activities
|
(7.0
|
)
|
|
(37.6
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing:
|
|
|
|
|
|
||
Proceeds from revolving credit facility
|
104.1
|
|
|
148.8
|
|
||
Payments on long-term debt
|
(38.8
|
)
|
|
(48.3
|
)
|
||
Proceeds from long-term debt
|
19.3
|
|
|
64.9
|
|
||
Proceeds (payments) on notes financing
|
2.3
|
|
|
(18.7
|
)
|
||
Exercises of stock options
|
2.9
|
|
|
1.6
|
|
||
Net cash provided by financing activities
|
89.8
|
|
|
148.3
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(2.0
|
)
|
|
(0.7
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
18.3
|
|
|
(11.8
|
)
|
||
Balance at beginning of period
|
73.4
|
|
|
68.6
|
|
||
Balance at end of period
|
$
|
91.7
|
|
|
$
|
56.8
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
2.5
|
|
|
$
|
16.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pretax earnings from discontinued operation
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
Provision for taxes on earnings
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
||||
Net earnings from discontinued operation
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pretax loss from discontinued operations
|
|
$
|
(3.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(0.7
|
)
|
Benefit for taxes on earnings
|
|
(1.2
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(0.2
|
)
|
||||
Net loss from discontinued operations
|
|
$
|
(2.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(0.5
|
)
|
|
Fair Value as of June 30, 2013
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
Marketable securities
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||
Total current assets at fair value
|
$
|
2.7
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
4.1
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
Commodity contracts
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||
Total current liabilities at fair value
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
|
|
|
|
|
|
|
||||||||
Non-current Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
8.4
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
Total Non-current liabilities at fair value
|
$
|
—
|
|
|
$
|
8.4
|
|
|
$
|
—
|
|
|
$
|
8.4
|
|
|
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
|
|
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
|
|
|
Units Hedged
|
|
|
||||
Short Currency
|
|
June 30, 2013
|
|
December 31, 2012
|
|
Type
|
||
Canadian Dollar
|
|
12,875,224
|
|
|
9,351,126
|
|
|
Cash Flow
|
European Euro
|
|
62,108,650
|
|
|
66,389,190
|
|
|
Cash Flow
|
South Korean Won
|
|
2,160,482,518
|
|
|
2,595,874,455
|
|
|
Cash Flow
|
Singapore Dollar
|
|
4,800,000
|
|
|
4,800,000
|
|
|
Cash Flow
|
United States Dollar
|
|
680,397
|
|
|
2,398,273
|
|
|
Cash Flow
|
Chinese Renminbi
|
|
127,645,962
|
|
|
187,640,472
|
|
|
Cash Flow
|
|
|
Units Hedged
|
|
|
|
|
||||
Short Currency
|
|
June 30, 2013
|
|
December 31, 2012
|
|
Recognized Location
|
|
Purpose
|
||
Euro
|
|
30,541,078
|
|
|
24,540,841
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
United States Dollar
|
|
16,735,000
|
|
|
6,432,000
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Pound Sterling
|
|
6,502,980
|
|
|
11,100,000
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Chinese Renminbi
|
|
125,000,000
|
|
|
—
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Indian Rupee
|
|
358,108
|
|
|
—
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Mexican Peso
|
|
1,032,780
|
|
|
—
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Canadian Dollar
|
|
57,246
|
|
|
—
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
Japanese Yen
|
|
100,000,000
|
|
|
—
|
|
|
Other income, net
|
|
Accounts Payable and Receivable Settlement
|
|
|
|
|
ASSET DERIVATIVES
|
||||||
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Other current assets
|
|
$
|
1.3
|
|
|
$
|
2.6
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
1.3
|
|
|
$
|
2.6
|
|
|
|
|
|
ASSET DERIVATIVES
|
||||||
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Other current assets
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Total derivatives NOT designated as hedging instruments
|
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
||||
Total asset derivatives
|
|
|
|
$
|
1.4
|
|
|
$
|
2.9
|
|
|
|
|
|
LIABILITY DERIVATIVES
|
||||||
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Accounts payable and accrued expenses
|
|
$
|
1.9
|
|
|
$
|
0.4
|
|
Commodity contracts
|
|
Accounts payable and accrued expenses
|
|
1.4
|
|
|
0.8
|
|
||
Interest rate swap contracts: Fixed-to-float
|
|
Other non-current liabilities
|
|
$
|
8.4
|
|
|
$
|
1.1
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
11.7
|
|
|
$
|
2.3
|
|
|
|
|
|
LIABILITY DERIVATIVES
|
||||||
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
Derivatives NOT designated as hedging instruments
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
|
Accounts payable and accrued expenses
|
|
$
|
1.0
|
|
|
$
|
0.5
|
|
Interest rate swap contracts: Float-to-fixed
|
|
Accounts payable and accrued expenses
|
|
—
|
|
|
0.3
|
|
||
Interest rate swap contracts: Fixed-to-float
|
|
Other non-current liabilities
|
|
—
|
|
|
—
|
|
||
Total derivatives NOT designated as hedging instruments
|
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
||||
Total liability derivatives
|
|
|
|
$
|
12.7
|
|
|
$
|
3.1
|
|
|
|
Amount of Gain or (Loss) on Derivative
Recognized in OCI (Effective Portion,
net of tax)
|
|
Location of Gain or (Loss)
Reclassified from
Accumulated
|
|
Amount of Gain or (Loss) Reclassified
from Accumulated OCI into Income
(Effective Portion)
|
||||||||||||
Derivatives in Cash Flow Hedging
Relationships (in millions)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
OCI into Income
(Effective Portion)
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Foreign exchange contracts
|
|
$
|
0.5
|
|
|
$
|
(2.4
|
)
|
|
Cost of sales
|
|
$
|
0.5
|
|
|
$
|
(2.5
|
)
|
Interest rate swap & cap contracts
|
|
—
|
|
|
(0.1
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
|
(0.2
|
)
|
|
(2.7
|
)
|
|
Cost of sales
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Total
|
|
$
|
0.3
|
|
|
$
|
(5.2
|
)
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
(3.1
|
)
|
Derivatives
|
|
Location of Gain or (Loss)
on Derivative Recognized in
Income (Ineffective Portion
and Amount Excluded from
|
|
Amount of Gain or (Loss) on Derivative Recognized in
Income (Ineffective Portion and Amount Excluded
from
Effectiveness Testing)
|
||||||
Relationships (in millions)
|
|
Effectiveness Testing)
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Total
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Derivatives Not Designated as
|
|
Location of Gain or (Loss)
Recognized on Derivative in
|
|
Amount of Gain or (Loss) on Derivative Recognized in
Income
|
||||||
Hedging Instruments (in millions)
|
|
Income
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Foreign exchange contracts
|
|
Other income
|
|
$
|
(0.6
|
)
|
|
$
|
(0.6
|
)
|
Interest rate swaps
|
|
Other income
|
|
—
|
|
|
2.4
|
|
||
Total
|
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.8
|
|
|
|
Amount of Gain or (Loss) on Derivative
Recognized in OCI (Effective Portion,
net of tax)
|
|
Location of Gain or (Loss)
Reclassified from
Accumulated
|
|
Amount of Gain or (Loss) Reclassified
from Accumulated OCI into Income
(Effective Portion)
|
||||||||||||
Derivatives in Cash Flow Hedging
Relationships (in millions)
|
|
June 30, 2013
|
|
June 30, 2012
|
|
OCI into Income
(Effective Portion)
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
Foreign exchange contracts
|
|
$
|
(1.8
|
)
|
|
$
|
(0.2
|
)
|
|
Cost of sales
|
|
$
|
0.8
|
|
|
$
|
(3.3
|
)
|
Interest rate swap & cap contracts
|
|
—
|
|
|
(0.2
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
Cost of sales
|
|
(1.1
|
)
|
|
(1.3
|
)
|
||||
Total
|
|
$
|
(2.1
|
)
|
|
$
|
(0.6
|
)
|
|
|
|
$
|
(0.3
|
)
|
|
$
|
(4.6
|
)
|
Derivatives
|
|
Location of Gain or (Loss)
on Derivative Recognized in
Income (Ineffective Portion
and Amount Excluded from
|
|
Amount of Gain or (Loss) on Derivative Recognized in
Income (Ineffective Portion and Amount Excluded
from
Effectiveness Testing)
|
||||||
Relationships (in millions)
|
|
Effectiveness Testing)
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Commodity contracts
|
|
Cost of sales
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
Total
|
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
Derivatives Not Designated as
|
|
Location of Gain or (Loss)
Recognized on Derivative in
|
|
Amount of Gain or (Loss) on Derivative Recognized in
Income
|
||||||
Hedging Instruments (in millions)
|
|
Income
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Foreign exchange contracts
|
|
Other income
|
|
$
|
(0.8
|
)
|
|
$
|
(1.4
|
)
|
Interest rate swaps
|
|
Other income
|
|
—
|
|
|
$
|
4.7
|
|
|
Total
|
|
|
|
$
|
(0.8
|
)
|
|
$
|
3.3
|
|
Derivatives Designated as Fair Market Value
|
|
Location of Gain or (Loss)
on Derivative
|
|
Amount of Gain or (Loss) on Derivative Recognized in
Income
|
||||||
Instruments under ASC 815 (in millions)
|
|
Recognized in Income
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Interest rate swap contracts
|
|
Interest expense
|
|
$
|
(6.0
|
)
|
|
$
|
15.3
|
|
Total
|
|
|
|
$
|
(6.0
|
)
|
|
$
|
15.3
|
|
Derivatives Designated as Fair Market Value
|
|
Location of Gain or (Loss)
on Derivative
|
|
Amount of Gain or (Loss) on Derivative Recognized in
Income
|
||||||
Instruments under ASC 815 (in millions)
|
|
Recognized in Income
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Interest rate swap contracts
|
|
Interest expense
|
|
$
|
(7.3
|
)
|
|
$
|
11.5
|
|
Total
|
|
|
|
$
|
(7.3
|
)
|
|
$
|
11.5
|
|
(in millions)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Inventories — gross:
|
|
|
|
|
|
|
||
Raw materials
|
|
$
|
237.5
|
|
|
$
|
231.1
|
|
Work-in-process
|
|
190.1
|
|
|
149.7
|
|
||
Finished goods
|
|
495.4
|
|
|
437.6
|
|
||
Total inventories — gross
|
|
923.0
|
|
|
818.4
|
|
||
Excess and obsolete inventory reserve
|
|
(71.4
|
)
|
|
(74.2
|
)
|
||
Net inventories at FIFO cost
|
|
851.6
|
|
|
744.2
|
|
||
Excess of FIFO costs over LIFO value
|
|
(35.7
|
)
|
|
(36.6
|
)
|
||
Inventories — net
|
|
$
|
815.9
|
|
|
$
|
707.6
|
|
(in millions)
|
|
Crane
|
|
Foodservice
|
|
Total
|
||||||
Gross balance as of January 1, 2012
|
|
$
|
338.8
|
|
|
$
|
1,384.9
|
|
|
$
|
1,723.7
|
|
Accumulated asset impairments
|
|
—
|
|
|
(515.7
|
)
|
|
(515.7
|
)
|
|||
Net balance as of January 1, 2012
|
|
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
|
|
Accumulated asset impairments
|
|
—
|
|
|
(515.7
|
)
|
|
(515.7
|
)
|
|||
Net balance as of December 31, 2012
|
|
$
|
341.7
|
|
|
$
|
869.0
|
|
|
$
|
1,210.7
|
|
Restructuring reserve adjustment
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||
Foreign currency impact
|
|
(3.2
|
)
|
|
0.1
|
|
|
(3.1
|
)
|
|||
Gross balance as of June 30, 2013
|
|
$
|
338.5
|
|
|
$
|
1,384.1
|
|
|
$
|
1,722.6
|
|
Accumulated asset impairments
|
|
—
|
|
|
(515.7
|
)
|
|
(515.7
|
)
|
|||
Net balance as of June 30, 2013
|
|
$
|
338.5
|
|
|
$
|
868.4
|
|
|
$
|
1,206.9
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(in millions)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book
Value
|
||||||||||||
Trademarks and tradenames
|
|
$
|
307.7
|
|
|
$
|
—
|
|
|
$
|
307.7
|
|
|
$
|
309.4
|
|
|
$
|
—
|
|
|
$
|
309.4
|
|
Customer relationships
|
|
426.2
|
|
|
(104.7
|
)
|
|
321.5
|
|
|
426.7
|
|
|
(94.1
|
)
|
|
332.6
|
|
||||||
Patents
|
|
34.1
|
|
|
(26.9
|
)
|
|
7.2
|
|
|
33.6
|
|
|
(26.1
|
)
|
|
7.5
|
|
||||||
Engineering drawings
|
|
11.1
|
|
|
(8.4
|
)
|
|
2.7
|
|
|
11.1
|
|
|
(8.1
|
)
|
|
3.0
|
|
||||||
Distribution network
|
|
20.5
|
|
|
—
|
|
|
20.5
|
|
|
20.6
|
|
|
—
|
|
|
20.6
|
|
||||||
Other intangibles
|
|
177.1
|
|
|
(60.1
|
)
|
|
117.0
|
|
|
178.2
|
|
|
(54.9
|
)
|
|
123.3
|
|
||||||
Total
|
|
$
|
976.7
|
|
|
$
|
(200.1
|
)
|
|
$
|
776.6
|
|
|
$
|
979.6
|
|
|
$
|
(183.2
|
)
|
|
$
|
796.4
|
|
(in millions)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Trade accounts payable and interest payable
|
|
$
|
514.9
|
|
|
$
|
510.2
|
|
Employee related expenses
|
|
108.9
|
|
|
96.9
|
|
||
Restructuring expenses
|
|
22.5
|
|
|
25.3
|
|
||
Profit sharing and incentives
|
|
25.1
|
|
|
42.9
|
|
||
Accrued rebates
|
|
30.3
|
|
|
39.7
|
|
||
Deferred revenue - current
|
|
24.1
|
|
|
29.5
|
|
||
Derivative liabilities
|
|
4.3
|
|
|
1.9
|
|
||
Income taxes payable
|
|
35.9
|
|
|
37.6
|
|
||
Miscellaneous accrued expenses
|
|
112.2
|
|
|
128.9
|
|
||
|
|
$
|
878.2
|
|
|
$
|
912.9
|
|
(in millions)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Revolving credit facility
|
|
$
|
138.3
|
|
|
$
|
34.4
|
|
Term loan A
|
|
277.1
|
|
|
297.5
|
|
||
Term loan B
|
|
75.4
|
|
|
81.0
|
|
||
Senior notes due 2018
|
|
409.5
|
|
|
410.5
|
|
||
Senior notes due 2020
|
|
616.7
|
|
|
621.2
|
|
||
Senior notes due 2022
|
|
291.6
|
|
|
298.9
|
|
||
Other
|
|
88.5
|
|
|
81.3
|
|
||
Total debt
|
|
1,897.1
|
|
|
1,824.8
|
|
||
Less current portion and short-term borrowings
|
|
(96.2
|
)
|
|
(92.8
|
)
|
||
Long-term debt
|
|
$
|
1,800.9
|
|
|
$
|
1,732.0
|
|
Fiscal Quarter Ending
|
|
Consolidated
Senior Secured
Leverage Ratio
(less than)
|
|
Consolidated Interest
Coverage Ratio
(greater than)
|
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
|
|
2015
|
104.250
|
%
|
2016
|
102.833
|
%
|
2017
|
101.417
|
%
|
2018 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2014
|
104.750
|
%
|
2015
|
102.375
|
%
|
2016 and thereafter
|
100.000
|
%
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Basic weighted average common shares outstanding
|
132,999,781
|
|
|
130,575,165
|
|
|
132,655,172
|
|
|
130,562,923
|
|
Effect of dilutive securities
|
2,112,949
|
|
|
2,816,914
|
|
|
2,374,272
|
|
|
2,989,874
|
|
Diluted weighted average common shares outstanding
|
135,112,730
|
|
|
133,392,079
|
|
|
135,029,444
|
|
|
133,552,797
|
|
(in millions)
|
|
Retained Earnings
|
|
Noncontrolling
Interest
|
||||
Balance at December 31, 2012
|
|
$
|
222.1
|
|
|
$
|
(19.0
|
)
|
Net earnings (loss)
|
|
68.0
|
|
|
(5.4
|
)
|
||
Balance at June 30, 2013
|
|
$
|
290.1
|
|
|
$
|
(24.4
|
)
|
(in millions)
|
|
Retained Earnings
|
|
Noncontrolling
Interest
|
||||
Balance at December 31, 2011
|
|
$
|
131.0
|
|
|
$
|
(9.9
|
)
|
Net earnings (loss)
|
|
45.0
|
|
|
(4.2
|
)
|
||
Balance at June 30, 2012
|
|
$
|
176.0
|
|
|
$
|
(14.1
|
)
|
(in millions)
|
|
Gains and Losses on Cash Flow Hedges
|
|
Pension & Postretirement
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
0.6
|
|
|
$
|
(80.3
|
)
|
|
$
|
50.3
|
|
|
$
|
(29.4
|
)
|
Other comprehensive loss before reclassifications
|
|
(2.5
|
)
|
|
—
|
|
|
(14.6
|
)
|
|
(17.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
(0.1
|
)
|
|
1.0
|
|
|
—
|
|
|
0.9
|
|
||||
Net current period other comprehensive income (loss)
|
|
(2.6
|
)
|
|
1.0
|
|
|
(14.6
|
)
|
|
(16.2
|
)
|
||||
Balance at March 31, 2013
|
|
$
|
(2.0
|
)
|
|
$
|
(79.3
|
)
|
|
$
|
35.7
|
|
|
$
|
(45.6
|
)
|
Other comprehensive loss before reclassifications
|
|
0.6
|
|
|
—
|
|
|
(1.5
|
)
|
|
(0.9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
(0.1
|
)
|
|
1.1
|
|
|
—
|
|
|
1.0
|
|
||||
Net current period other comprehensive income (loss)
|
|
0.5
|
|
|
1.1
|
|
|
(1.5
|
)
|
|
0.1
|
|
||||
Balance at June 30, 2013
|
|
$
|
(1.5
|
)
|
|
$
|
(78.2
|
)
|
|
$
|
34.2
|
|
|
$
|
(45.5
|
)
|
(in millions)
|
|
Six Months Ended
June 30, 2013
|
|
Year Ended
December 31, 2012
|
||||
Balance at beginning of period
|
|
$
|
101.4
|
|
|
$
|
103.7
|
|
Accruals for warranties issued during the period
|
|
30.9
|
|
|
57.1
|
|
||
Settlements made (in cash or in kind) during the period
|
|
(31.3
|
)
|
|
(59.9
|
)
|
||
Currency translation
|
|
(0.5
|
)
|
|
0.5
|
|
||
Balance at end of period
|
|
$
|
100.5
|
|
|
$
|
101.4
|
|
|
|
Three Months Ended June 30, 2013
|
|
Six Months Ended June 30, 2013
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Postretirement
|
|
U.S.
|
|
Non-U.S.
|
|
Postretirement
|
||||||||||||
|
|
Pension
|
|
Pension
|
|
Health and
|
|
Pension
|
|
Pension
|
|
Health and
|
||||||||||||
(in millions)
|
|
Plans
|
|
Plans
|
|
Other Plans
|
|
Plans
|
|
Plans
|
|
Other Plans
|
||||||||||||
Service cost - benefits earned during the period
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
0.3
|
|
Interest cost of projected benefit obligations
|
|
2.4
|
|
|
2.4
|
|
|
0.5
|
|
|
4.8
|
|
|
4.9
|
|
|
1.0
|
|
||||||
Expected return on plan assets
|
|
(2.6
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
(3.8
|
)
|
|
—
|
|
||||||
Amortization of actuarial net loss
|
|
1.0
|
|
|
0.5
|
|
|
—
|
|
|
1.8
|
|
|
1.0
|
|
|
—
|
|
||||||
Net periodic benefit costs
|
|
$
|
0.8
|
|
|
$
|
1.6
|
|
|
$
|
0.6
|
|
|
$
|
1.5
|
|
|
$
|
3.3
|
|
|
$
|
1.3
|
|
|
|
Three Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2012
|
||||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
Postretirement
|
|
U.S.
|
|
Non-U.S.
|
|
Postretirement
|
||||||||||||
|
|
Pension
|
|
Pension
|
|
Health and
|
|
Pension
|
|
Pension
|
|
Health and
|
||||||||||||
(in millions)
|
|
Plans
|
|
Plans
|
|
Other Plans
|
|
Plans
|
|
Plans
|
|
Other Plans
|
||||||||||||
Service cost - benefits earned during the period
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
0.4
|
|
Interest cost of projected benefit obligations
|
|
2.6
|
|
|
2.5
|
|
|
0.7
|
|
|
5.1
|
|
|
5.0
|
|
|
1.4
|
|
||||||
Expected return on plan assets
|
|
(2.6
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
(5.1
|
)
|
|
(4.0
|
)
|
|
—
|
|
||||||
Amortization of actuarial net loss
|
|
0.7
|
|
|
0.2
|
|
|
0.1
|
|
|
1.4
|
|
|
0.4
|
|
|
0.2
|
|
||||||
Net periodic benefit costs
|
|
$
|
0.7
|
|
|
$
|
1.3
|
|
|
$
|
1.0
|
|
|
$
|
1.4
|
|
|
$
|
2.5
|
|
|
$
|
2.0
|
|
Restructuring Reserve
Balance as of
December 31, 2012
|
|
Restructuring
Charges
|
|
Use of Reserve
|
|
Reserve Revisions
|
|
Restructuring Reserve
Balance as of
June 30, 2013
|
||||||||||
$
|
8.4
|
|
|
$
|
0.3
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
7.4
|
|
Restructuring Reserve
Balance as of
December 31, 2012
|
|
Restructuring
Charges
|
|
Use of Reserve
|
|
Reserve Revisions
|
|
Restructuring Reserve
Balance as of
June 30, 2013
|
||||||||||
$
|
16.9
|
|
|
$
|
0.9
|
|
|
$
|
(2.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
15.1
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crane
|
|
$
|
656.9
|
|
|
$
|
610.7
|
|
|
$
|
1,204.3
|
|
|
$
|
1,118.6
|
|
Foodservice
|
|
389.7
|
|
|
386.5
|
|
|
740.3
|
|
|
730.5
|
|
||||
Total net sales
|
|
$
|
1,046.6
|
|
|
$
|
997.2
|
|
|
$
|
1,944.6
|
|
|
$
|
1,849.1
|
|
Earnings (loss) from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crane
|
|
$
|
65.0
|
|
|
$
|
52.0
|
|
|
$
|
96.3
|
|
|
$
|
73.4
|
|
Foodservice
|
|
63.0
|
|
|
66.1
|
|
|
112.1
|
|
|
117.1
|
|
||||
Corporate expense
|
|
(16.5
|
)
|
|
(16.5
|
)
|
|
(35.0
|
)
|
|
(32.5
|
)
|
||||
Amortization expense
|
|
(9.0
|
)
|
|
(9.3
|
)
|
|
(18.1
|
)
|
|
(18.6
|
)
|
||||
Restructuring expense
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
||||
Other
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||
Earnings from continuing operations
|
|
$
|
101.6
|
|
|
$
|
92.0
|
|
|
$
|
153.8
|
|
|
$
|
138.4
|
|
Other income (expenses):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
$
|
(32.6
|
)
|
|
$
|
(33.8
|
)
|
|
$
|
(65.9
|
)
|
|
$
|
(66.8
|
)
|
Amortization of deferred financing fees
|
|
(1.7
|
)
|
|
(2.1
|
)
|
|
(3.5
|
)
|
|
(4.1
|
)
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Other income (expense)-net
|
|
(1.4
|
)
|
|
2.0
|
|
|
0.2
|
|
|
0.2
|
|
||||
Earnings from continuing operations before taxes on earnings
|
|
$
|
65.9
|
|
|
$
|
58.1
|
|
|
$
|
84.2
|
|
|
$
|
67.7
|
|
(in millions)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Crane
|
|
$
|
1,988.0
|
|
|
$
|
1,903.3
|
|
Foodservice
|
|
1,936.2
|
|
|
1,956.8
|
|
||
Corporate
|
|
227.0
|
|
|
197.2
|
|
||
Total
|
|
$
|
4,151.2
|
|
|
$
|
4,057.3
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
682.3
|
|
|
$
|
527.0
|
|
|
$
|
(162.7
|
)
|
|
$
|
1,046.6
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
511.1
|
|
|
425.4
|
|
|
(162.7
|
)
|
|
773.8
|
|
|||||
Engineering, selling and administrative expenses
|
15.5
|
|
|
66.2
|
|
|
79.6
|
|
|
—
|
|
|
161.3
|
|
|||||
Amortization expense
|
—
|
|
|
7.4
|
|
|
1.6
|
|
|
—
|
|
|
9.0
|
|
|||||
Restructuring expense
|
—
|
|
|
0.1
|
|
|
0.8
|
|
|
—
|
|
|
0.9
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in (earnings) loss of subsidiaries
|
(61.1
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
66.8
|
|
|
—
|
|
|||||
Total costs and expenses
|
(45.6
|
)
|
|
579.1
|
|
|
507.4
|
|
|
(95.9
|
)
|
|
945.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating earnings (loss) from continuing operations
|
45.6
|
|
|
103.2
|
|
|
19.6
|
|
|
(66.8
|
)
|
|
101.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(29.9
|
)
|
|
(0.4
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
(32.6
|
)
|
|||||
Amortization of deferred financing fees
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Management fee income (expense)
|
14.9
|
|
|
(18.7
|
)
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
1.5
|
|
|
(8.7
|
)
|
|
5.8
|
|
|
—
|
|
|
(1.4
|
)
|
|||||
Total other income (expenses)
|
(15.2
|
)
|
|
(27.8
|
)
|
|
7.3
|
|
|
—
|
|
|
(35.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations before taxes on earnings
|
30.4
|
|
|
75.4
|
|
|
26.9
|
|
|
(66.8
|
)
|
|
65.9
|
|
|||||
Provision (benefit) for taxes on income
|
(27.2
|
)
|
|
26.1
|
|
|
10.4
|
|
|
—
|
|
|
9.3
|
|
|||||
Earnings (loss) from continuing operations
|
57.6
|
|
|
49.3
|
|
|
16.5
|
|
|
(66.8
|
)
|
|
56.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(2.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
57.6
|
|
|
47.3
|
|
|
16.4
|
|
|
(66.8
|
)
|
|
54.5
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
57.6
|
|
|
$
|
47.3
|
|
|
$
|
19.5
|
|
|
$
|
(66.8
|
)
|
|
$
|
57.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
57.7
|
|
|
$
|
47.2
|
|
|
$
|
2.6
|
|
|
$
|
(49.8
|
)
|
|
$
|
57.7
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
664.1
|
|
|
$
|
491.2
|
|
|
$
|
(158.1
|
)
|
|
$
|
997.2
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
502.3
|
|
|
401.8
|
|
|
(158.1
|
)
|
|
746.0
|
|
|||||
Engineering, selling and administrative expenses
|
15.8
|
|
|
60.1
|
|
|
73.7
|
|
|
—
|
|
|
149.6
|
|
|||||
Amortization expense
|
—
|
|
|
7.5
|
|
|
1.8
|
|
|
—
|
|
|
9.3
|
|
|||||
Restructuring expense
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Equity in (earnings) loss of subsidiaries
|
(55.3
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
61.1
|
|
|
—
|
|
|||||
Total costs and expenses
|
(39.5
|
)
|
|
564.2
|
|
|
477.5
|
|
|
(97.0
|
)
|
|
905.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating earnings (loss) from continuing operations
|
39.5
|
|
|
99.9
|
|
|
13.7
|
|
|
(61.1
|
)
|
|
92.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(30.3
|
)
|
|
(0.4
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(33.8
|
)
|
|||||
Amortization of deferred financing fees
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|||||
Management fee income (expense)
|
15.4
|
|
|
(19.3
|
)
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
12.5
|
|
|
(12.7
|
)
|
|
2.2
|
|
|
—
|
|
|
2.0
|
|
|||||
Total other income (expenses)
|
(4.5
|
)
|
|
(32.4
|
)
|
|
3.0
|
|
|
—
|
|
|
(33.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations before taxes on earnings
|
35.0
|
|
|
67.5
|
|
|
16.7
|
|
|
(61.1
|
)
|
|
58.1
|
|
|||||
Provision (benefit) for taxes on earnings
|
(10.3
|
)
|
|
23.9
|
|
|
1.9
|
|
|
—
|
|
|
15.5
|
|
|||||
Earnings (loss) from continuing operations
|
45.3
|
|
|
43.6
|
|
|
14.8
|
|
|
(61.1
|
)
|
|
42.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
—
|
|
|
0.4
|
|
|||||
Net earnings (loss)
|
45.3
|
|
|
43.4
|
|
|
15.4
|
|
|
(61.1
|
)
|
|
43.0
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
45.3
|
|
|
$
|
43.4
|
|
|
$
|
17.7
|
|
|
$
|
(61.1
|
)
|
|
$
|
45.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
2.7
|
|
|
$
|
44.3
|
|
|
$
|
26.0
|
|
|
$
|
(70.3
|
)
|
|
$
|
2.7
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,302.1
|
|
|
$
|
974.5
|
|
|
$
|
(332.0
|
)
|
|
$
|
1,944.6
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
990.7
|
|
|
793.1
|
|
|
(332.0
|
)
|
|
1,451.8
|
|
|||||
Engineering, selling and administrative expenses
|
33.2
|
|
|
130.5
|
|
|
155.7
|
|
|
—
|
|
|
319.4
|
|
|||||
Amortization expense
|
—
|
|
|
14.8
|
|
|
3.3
|
|
|
—
|
|
|
18.1
|
|
|||||
Restructuring expense
|
—
|
|
|
0.1
|
|
|
1.1
|
|
|
—
|
|
|
1.2
|
|
|||||
Other
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Equity in (earnings) loss of subsidiaries
|
(86.6
|
)
|
|
(18.5
|
)
|
|
—
|
|
|
105.1
|
|
|
—
|
|
|||||
Total costs and expenses
|
(53.4
|
)
|
|
1,117.9
|
|
|
953.2
|
|
|
(226.9
|
)
|
|
1,790.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating earnings (loss) from continuing operations
|
53.4
|
|
|
184.2
|
|
|
21.3
|
|
|
(105.1
|
)
|
|
153.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(60.3
|
)
|
|
(0.6
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
(65.9
|
)
|
|||||
Amortization of deferred financing fees
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||||
Loss on debt extinguishment
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Management fee income (expense)
|
29.7
|
|
|
(36.1
|
)
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
5.9
|
|
|
(16.4
|
)
|
|
10.7
|
|
|
—
|
|
|
0.2
|
|
|||||
Total other income (expenses)
|
(28.6
|
)
|
|
(53.1
|
)
|
|
12.1
|
|
|
—
|
|
|
(69.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations before taxes on earnings
|
24.8
|
|
|
131.1
|
|
|
33.4
|
|
|
(105.1
|
)
|
|
84.2
|
|
|||||
Provision (benefit) for taxes on income
|
(43.2
|
)
|
|
45.3
|
|
|
15.7
|
|
|
—
|
|
|
17.8
|
|
|||||
Earnings (loss) from continuing operations
|
68.0
|
|
|
85.8
|
|
|
17.7
|
|
|
(105.1
|
)
|
|
66.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||
Loss on sale of discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||||
Net earnings (loss)
|
68.0
|
|
|
83.6
|
|
|
16.1
|
|
|
(105.1
|
)
|
|
62.6
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
68.0
|
|
|
$
|
83.6
|
|
|
$
|
21.5
|
|
|
$
|
(105.1
|
)
|
|
$
|
68.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
51.9
|
|
|
$
|
83.5
|
|
|
$
|
10.7
|
|
|
$
|
(94.2
|
)
|
|
$
|
51.9
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,248.1
|
|
|
$
|
899.3
|
|
|
$
|
(298.3
|
)
|
|
$
|
1,849.1
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
—
|
|
|
951.4
|
|
|
741.5
|
|
|
(298.3
|
)
|
|
1,394.6
|
|
|||||
Engineering, selling and administrative expenses
|
31.2
|
|
|
120.1
|
|
|
145.2
|
|
|
—
|
|
|
296.5
|
|
|||||
Amortization expense
|
—
|
|
|
14.9
|
|
|
3.7
|
|
|
—
|
|
|
18.6
|
|
|||||
Restructuring expense
|
—
|
|
|
0.2
|
|
|
0.7
|
|
|
—
|
|
|
0.9
|
|
|||||
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Equity in (earnings) loss of subsidiaries
|
(64.3
|
)
|
|
(20.0
|
)
|
|
—
|
|
|
84.3
|
|
|
—
|
|
|||||
Total costs and expenses
|
(33.1
|
)
|
|
1,066.7
|
|
|
891.1
|
|
|
(214.0
|
)
|
|
1,710.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating earnings (loss) from continuing operations
|
33.1
|
|
|
181.4
|
|
|
8.2
|
|
|
(84.3
|
)
|
|
138.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
(60.3
|
)
|
|
(0.9
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
(66.8
|
)
|
|||||
Amortization of deferred financing fees
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|||||
Management fee income (expense)
|
30.8
|
|
|
(37.8
|
)
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|||||
Other income (expense), net
|
29.5
|
|
|
(30.5
|
)
|
|
1.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Total other income (expenses)
|
(4.1
|
)
|
|
(69.2
|
)
|
|
2.6
|
|
|
—
|
|
|
(70.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations before taxes on earnings
|
29.0
|
|
|
112.2
|
|
|
10.8
|
|
|
(84.3
|
)
|
|
67.7
|
|
|||||
Provision (benefit) for taxes on earnings
|
(16.0
|
)
|
|
35.4
|
|
|
7.5
|
|
|
—
|
|
|
26.9
|
|
|||||
Earnings (loss) from continuing operations
|
45.0
|
|
|
76.8
|
|
|
3.3
|
|
|
(84.3
|
)
|
|
40.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings (loss) from discontinued operations, net of income taxes
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|||||
Net earnings (loss)
|
45.0
|
|
|
76.3
|
|
|
3.8
|
|
|
(84.3
|
)
|
|
40.8
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
|||||
Net earnings (loss) attributable to Manitowoc
|
$
|
45.0
|
|
|
$
|
76.3
|
|
|
$
|
8.0
|
|
|
$
|
(84.3
|
)
|
|
$
|
45.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss) attributable to Manitowoc
|
$
|
22.8
|
|
|
$
|
77.5
|
|
|
$
|
19.6
|
|
|
$
|
(97.1
|
)
|
|
$
|
22.8
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
7.3
|
|
|
$
|
10.2
|
|
|
$
|
74.2
|
|
|
$
|
—
|
|
|
$
|
91.7
|
|
Marketable securities
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Restricted cash
|
5.3
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
10.7
|
|
|||||
Accounts receivable — net
|
—
|
|
|
34.7
|
|
|
305.8
|
|
|
—
|
|
|
340.5
|
|
|||||
Intercompany interest receivable
|
20.0
|
|
|
3.1
|
|
|
—
|
|
|
(23.1
|
)
|
|
—
|
|
|||||
Inventories — net
|
—
|
|
|
383.7
|
|
|
432.2
|
|
|
—
|
|
|
815.9
|
|
|||||
Deferred income taxes
|
73.0
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
89.1
|
|
|||||
Other current assets
|
2.8
|
|
|
2.2
|
|
|
102.9
|
|
|
—
|
|
|
107.9
|
|
|||||
Total current assets
|
111.1
|
|
|
433.9
|
|
|
936.6
|
|
|
(23.1
|
)
|
|
1,458.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment — net
|
5.9
|
|
|
279.7
|
|
|
274.3
|
|
|
—
|
|
|
559.9
|
|
|||||
Goodwill
|
—
|
|
|
969.1
|
|
|
237.8
|
|
|
—
|
|
|
1,206.9
|
|
|||||
Other intangible assets — net
|
—
|
|
|
606.1
|
|
|
170.5
|
|
|
—
|
|
|
776.6
|
|
|||||
Intercompany long-term receivable
|
922.5
|
|
|
158.6
|
|
|
899.6
|
|
|
(1,980.7
|
)
|
|
—
|
|
|||||
Intercompany accounts receivable
|
—
|
|
|
1,415.0
|
|
|
1,677.5
|
|
|
(3,092.5
|
)
|
|
—
|
|
|||||
Other non-current assets
|
46.6
|
|
|
4.2
|
|
|
98.5
|
|
|
—
|
|
|
149.3
|
|
|||||
Investment in affiliates
|
5,164.1
|
|
|
3,453.5
|
|
|
—
|
|
|
(8,617.6
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
6,250.2
|
|
|
$
|
7,320.1
|
|
|
$
|
4,294.8
|
|
|
$
|
(13,713.9
|
)
|
|
$
|
4,151.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable and accrued expenses
|
$
|
88.3
|
|
|
$
|
400.7
|
|
|
$
|
389.2
|
|
|
$
|
—
|
|
|
$
|
878.2
|
|
Short-term borrowings and current portion of long-term debt
|
32.5
|
|
|
0.7
|
|
|
63.0
|
|
|
—
|
|
|
96.2
|
|
|||||
Intercompany interest payable
|
3.1
|
|
|
—
|
|
|
20.0
|
|
|
(23.1
|
)
|
|
—
|
|
|||||
Product warranties
|
—
|
|
|
46.1
|
|
|
36.0
|
|
|
—
|
|
|
82.1
|
|
|||||
Customer advances
|
—
|
|
|
7.2
|
|
|
17.8
|
|
|
—
|
|
|
25.0
|
|
|||||
Product liabilities
|
—
|
|
|
23.3
|
|
|
5.3
|
|
|
—
|
|
|
28.6
|
|
|||||
Total current liabilities
|
123.9
|
|
|
478.0
|
|
|
531.3
|
|
|
(23.1
|
)
|
|
1,110.1
|
|
|||||
Non-Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt, less current portion
|
1,776.1
|
|
|
2.6
|
|
|
22.2
|
|
|
—
|
|
|
1,800.9
|
|
|||||
Deferred income taxes
|
179.8
|
|
|
—
|
|
|
46.3
|
|
|
—
|
|
|
226.1
|
|
|||||
Pension obligations
|
81.5
|
|
|
11.8
|
|
|
20.2
|
|
|
—
|
|
|
113.5
|
|
|||||
Postretirement health and other benefit obligations
|
49.6
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
53.1
|
|
|||||
Long-term deferred revenue
|
—
|
|
|
10.4
|
|
|
30.9
|
|
|
—
|
|
|
41.3
|
|
|||||
Intercompany long-term note payable
|
183.2
|
|
|
829.8
|
|
|
967.7
|
|
|
(1,980.7
|
)
|
|
—
|
|
|||||
Intercompany accounts payable
|
3,092.5
|
|
|
—
|
|
|
—
|
|
|
(3,092.5
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
99.5
|
|
|
15.1
|
|
|
51.9
|
|
|
—
|
|
|
166.5
|
|
|||||
Total non-current liabilities
|
5,462.2
|
|
|
869.7
|
|
|
1,142.7
|
|
|
(5,073.2
|
)
|
|
2,401.4
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Manitowoc stockholders’ equity
|
664.1
|
|
|
5,972.4
|
|
|
2,645.2
|
|
|
(8,617.6
|
)
|
|
664.1
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(24.4
|
)
|
|
—
|
|
|
(24.4
|
)
|
|||||
Total equity
|
664.1
|
|
|
5,972.4
|
|
|
2,620.8
|
|
|
(8,617.6
|
)
|
|
639.7
|
|
|||||
Total liabilities and equity
|
$
|
6,250.2
|
|
|
$
|
7,320.1
|
|
|
$
|
4,294.8
|
|
|
$
|
(13,713.9
|
)
|
|
$
|
4,151.2
|
|
|
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 operations
|
—
|
|
|
—
|
|
|
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 assets 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 operations
|
—
|
|
|
—
|
|
|
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
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(37.8
|
)
|
|
$
|
45.4
|
|
|
$
|
(66.1
|
)
|
|
$
|
—
|
|
|
$
|
(58.5
|
)
|
Cash provided by (used for) operating activities of discontinued operations
|
—
|
|
|
(2.2
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Net cash provided by (used for) operating activities
|
$
|
(37.8
|
)
|
|
$
|
43.2
|
|
|
$
|
(67.9
|
)
|
|
$
|
—
|
|
|
$
|
(62.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Investing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
—
|
|
|
$
|
(27.2
|
)
|
|
$
|
(19.7
|
)
|
|
$
|
—
|
|
|
$
|
(46.9
|
)
|
Proceeds from sale of property, plant and equipment
|
—
|
|
|
0.2
|
|
|
0.7
|
|
|
—
|
|
|
0.9
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
39.2
|
|
|
—
|
|
|
39.2
|
|
|||||
Intercompany investments
|
(45.3
|
)
|
|
1.6
|
|
|
61.3
|
|
|
(17.6
|
)
|
|
—
|
|
|||||
Net cash provided by (used for) investing activities
|
(45.3
|
)
|
|
(25.4
|
)
|
|
81.3
|
|
|
(17.6
|
)
|
|
(7.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Payments on long-term debt
|
$
|
(28.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
—
|
|
|
$
|
(38.8
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|||||
Proceeds on revolving credit facility—net
|
103.9
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
104.1
|
|
|||||
Proceeds (payments) on notes financing—net
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||||
Exercises of stock options
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|||||
Intercompany financing
|
—
|
|
|
(11.3
|
)
|
|
(6.3
|
)
|
|
17.6
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
78.4
|
|
|
(11.6
|
)
|
|
5.4
|
|
|
17.6
|
|
|
89.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
(4.7
|
)
|
|
6.2
|
|
|
16.8
|
|
|
—
|
|
|
18.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
12.0
|
|
|
4.0
|
|
|
57.4
|
|
|
—
|
|
|
73.4
|
|
|||||
Balance at end of period
|
$
|
7.3
|
|
|
$
|
10.2
|
|
|
$
|
74.2
|
|
|
$
|
—
|
|
|
$
|
91.7
|
|
|
Parent
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(27.8
|
)
|
|
$
|
52.1
|
|
|
$
|
(147.7
|
)
|
|
$
|
—
|
|
|
$
|
(123.4
|
)
|
Cash provided by (used for) operating activities of discontinued operations
|
—
|
|
|
(0.5
|
)
|
|
2.1
|
|
|
—
|
|
|
1.6
|
|
|||||
Net cash provided by (used for) operating activities
|
$
|
(27.8
|
)
|
|
$
|
51.6
|
|
|
$
|
(145.6
|
)
|
|
$
|
—
|
|
|
$
|
(121.8
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Investing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
(0.5
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(17.2
|
)
|
|
$
|
—
|
|
|
$
|
(34.7
|
)
|
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Intercompany investments
|
(60.8
|
)
|
|
(73.5
|
)
|
|
96.8
|
|
|
37.5
|
|
|
—
|
|
|||||
Net cash provided by (used for) investing activities of continuing operations
|
(61.3
|
)
|
|
(90.5
|
)
|
|
76.8
|
|
|
37.5
|
|
|
(37.5
|
)
|
|||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net cash provided by (used for) investing activities
|
$
|
(61.3
|
)
|
|
$
|
(90.5
|
)
|
|
$
|
76.7
|
|
|
$
|
37.5
|
|
|
$
|
(37.6
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Financing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Payments on long-term debt
|
$
|
(18.9
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(29.1
|
)
|
|
$
|
—
|
|
|
$
|
(48.3
|
)
|
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
64.9
|
|
|
—
|
|
|
64.9
|
|
|||||
Proceeds from (payments on) revolving credit facility—net
|
107.9
|
|
|
—
|
|
|
40.9
|
|
|
—
|
|
|
148.8
|
|
|||||
Proceeds from (payments on) notes financing—net
|
(0.1
|
)
|
|
(1.3
|
)
|
|
(17.3
|
)
|
|
—
|
|
|
(18.7
|
)
|
|||||
Exercises of stock options
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Intercompany financing
|
0.1
|
|
|
46.8
|
|
|
(9.4
|
)
|
|
(37.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
90.6
|
|
|
45.2
|
|
|
50.0
|
|
|
(37.5
|
)
|
|
148.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
1.5
|
|
|
6.3
|
|
|
(19.6
|
)
|
|
—
|
|
|
(11.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
4.2
|
|
|
8.5
|
|
|
55.9
|
|
|
—
|
|
|
68.6
|
|
|||||
Balance at end of period
|
$
|
5.7
|
|
|
$
|
14.8
|
|
|
$
|
36.3
|
|
|
$
|
—
|
|
|
$
|
56.8
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crane
|
|
$
|
656.9
|
|
|
$
|
610.7
|
|
|
$
|
1,204.3
|
|
|
$
|
1,118.6
|
|
Foodservice
|
|
389.7
|
|
|
386.5
|
|
|
740.3
|
|
|
730.5
|
|
||||
Total net sales
|
|
$
|
1,046.6
|
|
|
$
|
997.2
|
|
|
$
|
1,944.6
|
|
|
$
|
1,849.1
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Earnings from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crane
|
|
$
|
65.0
|
|
|
$
|
52.0
|
|
|
$
|
96.3
|
|
|
$
|
73.4
|
|
Foodservice
|
|
63.0
|
|
|
66.1
|
|
|
112.1
|
|
|
117.1
|
|
||||
Corporate expense
|
|
(16.5
|
)
|
|
(16.5
|
)
|
|
(35.0
|
)
|
|
(32.5
|
)
|
||||
Amortization expense
|
|
(9.0
|
)
|
|
(9.3
|
)
|
|
(18.1
|
)
|
|
(18.6
|
)
|
||||
Restructuring expense
|
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
||||
Other
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
||||
Total
|
|
$
|
101.6
|
|
|
$
|
92.0
|
|
|
$
|
153.8
|
|
|
$
|
138.4
|
|
(in millions)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Revolving credit facility
|
|
$
|
138.3
|
|
|
$
|
34.4
|
|
Term loan A
|
|
277.1
|
|
|
297.5
|
|
||
Term loan B
|
|
75.4
|
|
|
81.0
|
|
||
Senior notes due 2018
|
|
409.5
|
|
|
410.5
|
|
||
Senior notes due 2020
|
|
616.7
|
|
|
621.2
|
|
||
Senior notes due 2022
|
|
291.6
|
|
|
298.9
|
|
||
Other
|
|
88.5
|
|
|
81.3
|
|
||
Total debt
|
|
1,897.1
|
|
|
1,824.8
|
|
||
Less current portion and short-term borrowings
|
|
(96.2
|
)
|
|
(92.8
|
)
|
||
Long-term debt
|
|
$
|
1,800.9
|
|
|
$
|
1,732.0
|
|
|
Trailing Twelve
Months,
|
||
(in millions)
|
June 30, 2013
|
||
Net earnings attributable to Manitowoc
|
$
|
124.7
|
|
Loss from discontinued operations
|
1.9
|
|
|
Loss on sale of discontinued operations
|
1.6
|
|
|
Depreciation and amortization
|
110.1
|
|
|
Interest expense and amortization of deferred financing fees
|
143.8
|
|
|
Costs due to early extinguishment of debt
|
6.7
|
|
|
Restructuring charges
|
9.8
|
|
|
Income taxes
|
28.9
|
|
|
Other
|
(2.2
|
)
|
|
Adjusted EBITDA
|
$
|
425.3
|
|
(in millions)
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
|
$
|
94.4
|
|
|
$
|
76.1
|
|
Revolver borrowing capacity
|
|
500.0
|
|
|
500.0
|
|
||
Less: Borrowings on revolver
|
|
(138.3
|
)
|
|
(34.4
|
)
|
||
Less: Outstanding letters of credit
|
|
(32.7
|
)
|
|
(38.2
|
)
|
||
Total liquidity
|
|
$
|
423.4
|
|
|
$
|
503.5
|
|
Date: August 2, 2013
|
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
|
Exhibit No.
|
|
Description
|
|
Filed/Furnished
Herewith
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
The Manitowoc Company, Inc. Amended and Restated Articles of Incorporation, effective as of May 7, 2013.
(Reflects correction of a clerical error included in previous filing of this exhibit.)
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.1
|
|
|
Form of Performance Share Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.2
|
|
|
Form of Restricted Stock Award Agreement for Directors under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.3
|
|
|
Form of Restricted Stock Award Agreement for Employees under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.4
|
|
|
Form of Restricted Stock Unit Award Agreement for Directors under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.5
|
|
|
Form of Restricted Stock Unit Award Agreement for Employees under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.6
|
|
|
Form of Non-Qualified Stock Option Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
10.7
|
|
|
Form of Incentive Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan.
|
|
X
|
(1)
|
|
|
|
|
|
|
|
31
|
|
|
Rule 13a - 14(a)/15d - 14(a) Certifications
|
|
X
|
(1)
|
|
|
|
|
|
|
|
32.1
|
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350
|
|
X
|
(2)
|
|
|
|
|
|
|
|
32.2
|
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350
|
|
X
|
(2)
|
|
|
|
|
|
|
|
101
|
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes.
|
|
X
|
(1)
|
(a)
|
The Secretary shall have received evidence satisfactory to the Board of Directors that such transfer did not violate Section 180.0627 of the Wisconsin Statutes; or
|
(b)
|
Such shares shall have been transferred to another person in a transaction which is not in violation of Section 180.0627 of the Wisconsin Statutes.
|
8.1.1.
|
300,000,000 shares of Common Stock of the par value of $0.01 per share.
|
8.1.2.
|
3,500,000 shares of Preferred Stock of the par value of $0.01 per share.
|
(a)
|
The rate of dividend;
|
(b)
|
The price at and the terms and conditions on which shares may be redeemed;
|
(c)
|
The amount payable upon shares in the event of voluntary or involuntary liquidation;
|
(d)
|
Sinking fund provisions for the redemption or purchase of shares;
|
(e)
|
The terms and conditions on which shares may be converted into Common Stock, if the shares of any series are issued with the privilege of conversion;
|
(f)
|
Voting rights, if any.
|
|
|
|
|
Maurice D. Jones
|
|
|
Senior Vice President, General Counsel
|
|
|
and Secretary
|
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
(the "Company")
|
|
By:
|
Name:
|
Title:
|
|
|
THE EMPLOYEE:
|
|
[Name of Employee]
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
|
By:
|
Name:
|
Title:
|
|
|
THE DIRECTOR:
|
|
[Name of Director]
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
(the "Company")
|
|
By:
|
Name:
|
Title:
|
|
|
THE EMPLOYEE:
|
|
[Name of Employee]
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
|
By:
|
Name:
|
Title:
|
|
|
THE DIRECTOR:
|
|
[Name of Director]
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
|
|
By:
|
Name:
|
Title:
|
|
|
THE EMPLOYEE:
|
|
[Name of Employee]
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
|
By:
|
Name:
|
Title:
|
|
|
THE OPTIONEEE:
|
|
[Name of Optionee]
|
|
|
Social Security Number
|
THE COMPANY:
|
|
THE MANITOWOC COMPANY, INC.
|
|
By:
|
Name:
|
Title:
|
|
|
THE OPTIONEEE:
|
|
[Name of Optionee]
|
|
|
Social Security Number
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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.
|
|
/s/ Glen E. Tellock
|
|
Glen E. Tellock
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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.
|
|
/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
|
|
August 2, 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
|
|
August 2, 2013
|
|