Subsidiary Guarantors of 2020 Notes and 2022 Notes

9 Months Ended

Sep. 30, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Subsidiary Guarantors of Senior Notes due 2013, Senior Notes due 2018 and Senior Notes due 2020

Subsidiary Guarantors of 2020 Notes and 2022 Notes

The following tables present condensed consolidating financial information for (a) The Manitowoc Company, Inc. (Parent); (b) the guarantors of the 2020 Notes and 2022 Notes, which include substantially all of the domestic, 100% owned subsidiaries of the company (Subsidiary Guarantors); and (c) the wholly- and partially-owned foreign subsidiaries of the Parent, which do not guarantee the 2020 Notes and 2022 Notes (Non-Guarantor Subsidiaries). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, except for normal and customary release provisions.

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2015

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	578.4		$	430.4		$	(145.3	)	$	863.5
Costs and expenses:
Cost of sales	—			456.3			346.8			(145.3		)	657.8
Engineering, selling and administrative expenses	12.3			72.9			59.2			—			144.4
Amortization expense	—			7.4			1.2			—			8.6
Restructuring expense	—			(0.1		)	0.5			—			0.4
Separation expense	9.0			1.0			—			—			10.0
Other	—			0.1			—			—			0.1
Equity in (earnings) loss of subsidiaries	(26.4		)	(5.7		)	—			32.1			—
Total (earnings) and expenses	(5.1		)	531.9			407.7			(113.2		)	821.3

Operating earnings (loss) from continuing operations	5.1			46.5			22.7			(32.1		)	42.2

Other income (expenses):
Interest expense	(22.6		)	(0.6		)	(1.1		)	—			(24.3		)
Amortization of deferred financing fees	(1.1		)	—			—			—			(1.1		)
Management fee income (expense)	16.1			(16.4		)	0.3			—			—
Other income (expense), net	2.8			(7.2		)	0.5			2.9			(1.0		)
Total other (expenses) income	(4.8		)	(24.2		)	(0.3		)	2.9			(26.4		)

Earnings (loss) from continuing operations before taxes on earnings	0.3			22.3			22.4			(29.2		)	15.8
(Benefit) provision for taxes on income	(4.5		)	6.2			9.4			—			11.1
Earnings (loss) from continuing operations	4.8			16.1			13.0			(29.2		)	4.7

Discontinued operations:
Gain from discontinued operations, net of income taxes	—			0.1			—			—			0.1
Loss on sale of discontinued operations, net of income taxes	—			—			—			—			—
Net earnings (loss)	4.8			16.2			13.0			(29.2		)	4.8
Less: Net earnings attributable to noncontrolling interest	—			—			—			—			—
Net earnings (loss) attributable to Manitowoc	$	4.8		$	16.2		$	13.0		$	(29.2	)	$	4.8

Comprehensive income (loss) attributable to Manitowoc	$	(12.6	)	$	17.4		$	(7.4	)	$	(10.0	)	$	(12.6	)

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2014

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	617.2		$	521.0		$	(151.9	)	$	986.3
Costs and expenses:
Cost of sales	—			482.5			411.8			(151.9		)	742.4
Engineering, selling and administrative expenses	10.8			70.6			70.7			—			152.1
Amortization expense	—			7.4			1.4			—			8.8
Restructuring expense	—			0.9			0.8			—			1.7
Other	—			—			—			—			—
Equity in (earnings) loss of subsidiaries	(51.9		)	(53.2		)	—			105.1			—
Total (earnings) and expenses	(41.1		)	508.2			484.7			(46.8		)	905.0

Operating earnings (loss) from continuing operations	41.1			109.0			36.3			(105.1		)	81.3

Other income (expenses):
Interest expense	(22.5		)	(0.5		)	(1.7		)	—			(24.7		)
Amortization of deferred financing fees	(1.0		)	—			—			—			(1.0		)
Management fee income (expense)	15.8			(16.1		)	0.3			—			—
Other income (expense), net	5.2			81.4			(5.2		)	(80.7		)	0.7
Total other (expenses) income	(2.5		)	64.8			(6.6		)	(80.7		)	(25.0		)

Earnings (loss) from continuing operations before taxes on earnings	38.6			173.8			29.7			(185.8		)	56.3
(Benefit) provision for taxes on earnings	(34.5		)	12.7			3.7			—			(18.1		)
Earnings (loss) from continuing operations	73.1			161.1			26.0			(185.8		)	74.4

Discontinued operations:
Loss from discontinued operations, net of income taxes	—			(0.2		)	—			—			(0.2		)
Loss on sale of discontinued operations, net of income taxes	—			—			(1.1		)	—			(1.1		)
Net earnings (loss)	73.1			160.9			24.9			(185.8		)	73.1
Less: Net loss attributable to noncontrolling interest	—			—			—			—			—
Net earnings (loss) attributable to Manitowoc	$	73.1		$	160.9		$	24.9		$	(185.8	)	$	73.1

Comprehensive income (loss) attributable to Manitowoc	$	23.5		$	157.2		$	32.0		$	(189.2	)	$	23.5

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2015

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,644.6		$	1,305.9		$	(449.5	)	$	2,501.0
Costs and expenses:
Cost of sales	—			1,306.2			1,033.6			(449.5		)	1,890.3
Engineering, selling and administrative expenses	41.2			215.3			191.2			—			447.7
Amortization expense	—			22.2			3.6			—			25.8
Restructuring expense	—			1.1			0.5			—			1.6
Separation expense	18.7			1.1			—			—			19.8
Other	—			0.5			—			—			0.5
Equity in loss (earnings) of subsidiaries	(0.2		)	(21.6		)	—			21.8			—
Total costs and expenses	59.7			1,524.8			1,228.9			(427.7		)	2,385.7

Operating (loss) earnings from continuing operations	(59.7		)	119.8			77.0			(21.8		)	115.3

Other income (expenses):
Interest expense	(66.5		)	(1.8		)	(4.0		)	—			(72.3		)
Amortization of deferred financing fees	(3.2		)	—			—			—			(3.2		)
Management fee income (expense)	48.3			(47.8		)	(0.5		)	—			—
Other income (expense), net	80.2			(20.4		)	17.6			(73.0		)	4.4
Total other income (expenses)	58.8			(70.0		)	13.1			(73.0		)	(71.1		)

(Loss) earnings from continuing operations before taxes on earnings	(0.9		)	49.8			90.1			(94.8		)	44.2
(Benefit) provision for taxes on income	(20.6		)	11.6			33.6			—			24.6
Earnings (loss) from continuing operations	19.7			38.2			56.5			(94.8		)	19.6

Discontinued operations:
Loss from discontinued operations, net of income taxes	—			0.1			—			—			0.1
Loss on sale of discontinued operations, net of income taxes	—			—			—			—			—
Net earnings (loss)	19.7			38.3			56.5			(94.8		)	19.7
Less: Net earnings attributable to noncontrolling interest	—			—			—			—			—
Net earnings (loss) attributable to Manitowoc	$	19.7		$	38.3		$	56.5		$	(94.8	)	$	19.7

Comprehensive (loss) income attributable to Manitowoc	$	(48.9	)	$	39.2		$	51.5		$	(90.7	)	$	(48.9	)

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2014

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,795.8		$	1,483.0		$	(429.7	)	$	2,849.1
Costs and expenses:
Cost of sales	—			1,383.0			1,155.4			(429.7		)	2,108.7
Engineering, selling and administrative expenses	40.2			214.6			224.1			—			478.9
Amortization expense	—			22.2			4.2			—			26.4
Restructuring expense	—			2.3			2.4			—			4.7
Other	—			0.1			—			—			0.1
Equity in (earnings) loss of subsidiaries	(123.5		)	(64.2		)	—			187.7			—
Total (earnings) and expenses	(83.3		)	1,558.0			1,386.1			(242.0		)	2,618.8

Operating earnings (loss) from continuing operations	83.3			237.8			96.9			(187.7		)	230.3

Other income (expenses):
Interest expense	(61.7		)	(1.3		)	(6.1		)	—			(69.1		)
Amortization of deferred financing fees	(3.3		)	—			—			—			(3.3		)
Loss on debt extinguishment	(25.3		)	—			—			—			(25.3		)
Management fee income (expense)	46.8			(51.7		)	4.9			—			—
Other income (expense), net	15.4			65.7			(2.0		)	(80.7		)	(1.6		)
Total other (expenses) income	(28.1		)	12.7			(3.2		)	(80.7		)	(99.3		)

Earnings (loss) from continuing operations before taxes on earnings	55.2			250.5			93.7			(268.4		)	131.0
(Benefit) provision for taxes on earnings	(55.7		)	41.7			17.7			—			3.7
Earnings (loss) from continuing operations	110.9			208.8			76.0			(268.4		)	127.3

Discontinued operations:
Loss from discontinued operations, net of income taxes	—			(0.6		)	(0.9		)	—			(1.5		)
Loss on sale of discontinued operations, net of income taxes	—			—			(11.0		)	—			(11.0		)
Net earnings (loss)	110.9			208.2			64.1			(268.4		)	114.8
Less: Net earnings attributable to noncontrolling interest	—			—			3.9			—			3.9
Net earnings (loss) attributable to Manitowoc	$	110.9		$	208.2		$	60.2		$	(268.4	)	$	110.9

Comprehensive income (loss) attributable to Manitowoc	$	62.3		$	203.3		$	73.0		$	(276.3	)	$	62.3

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of September 30, 2015

(In millions)



	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	2.1	$	2.3	$	70.8	$	—		$	75.2
Restricted cash	—		—		20.1		—			20.1
Accounts receivable — net	0.1		—		269.5		(10.6		)	259.0
Intercompany short term note receivable	—		—		117.1		(117.1		)	—
Intercompany interest receivable	56.1		3.4		—		(59.5		)	—
Inventories — net	—		360.6		357.3		—			717.9
Deferred income taxes	66.6		—		0.8		—			67.4
Other current assets	3.8		3.7		122.0		—			129.5
Current assets held for sale	—		8.1		—		—			8.1
Total current assets	128.7		378.1		957.6		(187.2		)	1,277.2
Property, plant and equipment — net	7.4		318.7		225.7		—			551.8
Goodwill	—		932.5		223.0		—			1,155.5
Other intangible assets — net	—		507.6		138.7		—			646.3
Intercompany long-term receivable	822.7		195.3		851.7		(1,869.7		)	—
Intercompany accounts receivable	—		5,215.4		1,362.7		(6,578.1		)	—
Other non-current assets	61.6		3.6		44.6		—			109.8
Investment in affiliates	8,726.3		1.1		—		(8,727.4		)	—
Non-current assets held for sale	—		64.0		0.2		—			64.2
Total assets	$	9,746.7	$	7,616.3	$	3,804.2	$	(17,362.4	)	$	3,804.8
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	77.4	$	372.9	$	281.0	$	(10.6	)	$	720.7
Short-term borrowings and current portion of long-term debt	149.0		2.6		28.7		(117.1		)	63.2
Intercompany short term note payable	—		—		—		—			—
Intercompany interest payable	3.4		—		56.1		(59.5		)	—
Product warranties	—		42.0		30.8		—			72.8
Customer advances	—		11.4		15.9		—			27.3
Product liabilities	—		24.5		2.3		—			26.8
Current liabilities held for sale	—		20.2		—		—			20.2
Total current liabilities	229.8		473.6		414.8		(187.2		)	931.0
Non-Current Liabilities:
Long-term debt, less current portion	1,537.9		22.3		15.1		—			1,575.3
Deferred income taxes	165.9		—		14.9		—			180.8
Pension obligations	127.6		6.8		3.2		—			137.6
Postretirement health and other benefit obligations	47.1		2.2		1.2		—			50.5
Long-term deferred revenue	—		10.1		25.6		—			35.7
Intercompany long-term note payable	191.0		817.0		861.7		(1,869.7		)	—
Intercompany accounts payable	6,578.1		—		—		(6,578.1		)	—
Other non-current liabilities	79.4		8.7		15.2		—			103.3
Long-term liabilities held for sale	—		0.7		—		—			0.7
Total non-current liabilities	8,727.0		867.8		936.9		(8,447.8		)	2,083.9
Equity
Total equity	789.9		6,274.9		2,452.5		(8,727.4		)	789.9
Total liabilities and equity	$	9,746.7	$	7,616.3	$	3,804.2	$	(17,362.4	)	$	3,804.8

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of December 31, 2014

(In millions)



	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	1.6	$	3.3	$	63.1	$	—		$	68.0
Restricted cash	2.8		—		20.9		—			23.7
Accounts receivable — net	0.1		—		233.6		(6.3		)	227.4
Intercompany short term note receivable	—		—		201.7		(201.7		)	—
Intercompany interest receivable	41.5		3.2		—		(44.7		)	—
Inventories — net	—		306.3		338.2		—			644.5
Deferred income taxes	67.1		—		4.2		—			71.3
Other current assets	3.6		1.6		139.4		—			144.6
Current assets held for sale	—		5.1		1.5		—			6.6
Total current assets	116.7		319.5		1,002.6		(252.7		)	1,186.1
Property, plant and equipment — net	7.7		325.8		257.5		—			591.0
Goodwill	—		960.5		237.6		—			1,198.1
Other intangible assets — net	—		561.6		153.1		—			714.7
Intercompany long-term notes receivable	892.5		195.3		851.3		(1,939.1		)	—
Intercompany accounts receivable	—		1,619.7		796.8		(2,416.5		)	—
Other non-current assets	66.7		3.1		56.4		—			126.2
Long-term assets of discontinued operations	—		—		—		—			—
Investment in affiliates	4,423.6		3,629.4		—		(8,053.0		)	—
Non-current assets held for sale	—		—		0.5		—			0.5
Total assets	$	5,507.2	$	7,614.9	$	3,355.8	$	(12,661.3	)	$	3,816.6
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	27.1	$	420.8	$	365.8	$	(6.3	)	$	807.4
Short-term borrowings and current portion of long-term debt	24.1		2.8		53.4		—			80.3
Intercompany short term note payable	201.7		—		—		(201.7		)	—
Intercompany interest payable	3.2		—		41.5		(44.7		)	—
Product warranties	—		45.2		32.5		—			77.7
Customer advances	—		7.3		14.0		—			21.3
Product liabilities	—		22.1		2.5		—			24.6
Total current liabilities	256.1		498.2		509.7		(252.7		)	1,011.3
Non-Current Liabilities:
Long-term debt, less current portion	1,393.0		25.3		24.9		—			1,443.2
Deferred income taxes	165.2		—		21.0		—			186.2
Pension obligations	129.1		7.9		4.0		—			141.0
Postretirement health and other benefit obligations	49.5		2.1		1.5		—			53.1
Long-term deferred revenue	—		10.7		27.2		—			37.9
Intercompany long-term note payable	191.0		813.5		934.6		(1,939.1		)	—
Intercompany accounts payable	2,416.5		—		—		(2,416.5		)	—
Other non-current liabilities	82.7		11.5		25.6		—			119.8
Total non-current liabilities	4,427.0		871.0		1,038.8		(4,355.6		)	1,981.2
Equity
Manitowoc stockholders' equity	824.1		6,245.7		1,807.3		(8,053.0		)	824.1
Noncontrolling interest	—		—		—		—			—
Total equity	824.1		6,245.7		1,807.3		(8,053.0		)	824.1
Total liabilities and equity	$	5,507.2	$	7,614.9	$	3,355.8	$	(12,661.3	)	$	3,816.6

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2015

(In millions)



	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	$	34.0		$	(12.1	)	$	(22.9	)	$	(73.0	)	$	(74.0	)
Cash used for operating activities of discontinued operations	—			0.1			—			—			0.1
Net cash provided (used for) by operating activities	34.0			(12.0		)	(22.9		)	(73.0		)	(73.9		)

Cash Flows from Investing:
Capital expenditures	(0.4		)	(23.2		)	(17.9		)	—			(41.5		)
Proceeds from sale of property, plant and equipment	—			—			6.3			—			6.3
Restricted cash	2.8			—			(0.2		)	—			2.6
Intercompany investments	(105.5		)	23.4			227.1			(145.0		)	—
Net cash (used for) provided by investing activities	(103.1		)	0.2			215.3			(145		)	(32.6		)

Cash Flows from Financing:
Proceeds on revolving credit facility—net	169.0			—			—			—			169.0
Payments on long-term debt	(18.7		)	(1.9		)	(27.4		)	—			(48.0		)
Proceeds from long-term debt	—			—			2.1			—			2.1
Payments on notes financing—net	—			—			(10.0		)	—			(10.0		)
Dividends paid				—			(73.0		)	73.0			—
Exercises of stock options	4.0			—			—			—			4.0
Intercompany financing	(84.7		)	12.7			(73.0		)	145.0			—
Net cash provided by (used for) financing activities of continuing operations	69.6			10.8			(181.3		)	218.0			117.1
Net cash used for financing activities of discontinued operations	—			—			—			—			—
Net cash provided by (used for) financing activities	69.6			10.8			(181.3		)	218.0			117.1

Effect of exchange rate changes on cash	—			—			(3.4		)	—			(3.4		)

Net increase (decrease) in cash and cash equivalents	0.5			(1.0		)	7.7			—			7.2

Balance at beginning of period	1.6			3.3			63.1			—			68.0
Balance at end of period	$	2.1		$	2.3		$	70.8		$	—		$	75.2

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2014

(In millions)



	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used for) provided by operating activities of continuing operations	$	(103.3	)	$	143.3		$	(91.5	)	$	(80.7	)	$	(132.2	)
Cash used for operating activities of discontinued operations	—			(0.5		)	(6.7		)	—			(7.2		)
Net cash (used for) provided by operating activities	(103.3		)	142.8			(98.2		)	(80.7		)	(139.4		)

Cash Flows from Investing:
Capital expenditures	(1.9		)	(32.8		)	(23.2		)	—			(57.9		)
Proceeds from sale of property, plant and equipment	—			0.1			8.7			—			8.8
Restricted cash	—			—			(12.8		)	—			(12.8		)
Intercompany investments	(69.3		)	(113.5		)	284.7			(101.9		)	—
Net cash (used for) provided by investing activities of continuing operations	(71.2		)	(146.2		)	257.4			(101.9		)	(61.9		)
Net cash used for investing activities of discontinued operations	—			—			—			—			—
Net cash (used for) provided by investing activities	(71.2		)	(146.2		)	257.4			(101.9		)	(61.9		)

Cash Flows from Financing:
Proceeds from revolving credit facility—net	204.0			—			—			—			204.0
Payments on long-term debt	(572.8		)	(1.0		)	(26.2		)	—			(600.0		)
Proceeds from long-term debt	550.0			21.8			49.1			—			620.9
Payments on notes financing—net	—			—			(14.8		)	—			(14.8		)
Debt issue costs	(5.0		)	—			—			—			(5.0		)
Dividends paid	—			—			(80.7		)	80.7			—
Exercises of stock options	25.2			—			—			—			25.2
Intercompany financing	(23.8		)	(18.8		)	(59.3		)	101.9			—
Net cash provided by financing activities of continuing operations	177.6			2.0			(131.9		)	182.6			230.3
Net cash used for financing activities of discontinued operations	—			—			(7.2		)	—			(7.2		)
Net cash provided by financing activities	177.6			2.0			(139.1		)	182.6			223.1

Effect of exchange rate changes on cash	—			—			(1.9		)	—			(1.9		)

Net increase in cash and cash equivalents	3.1			(1.4		)	18.2			—			19.9

Balance at beginning of period	1.2			3.3			50.4			—			54.9
Balance at end of period	$	4.3		$	1.9		$	68.6		$	—		$	74.8