Subsidiary Guarantors of 2018 Notes, 2020 Notes and 2022 Notes

9 Months Ended

Sep. 30, 2013

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 2018 Notes, 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 2018 Notes, 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 2018 Notes, 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, 2013

(In millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	695.3		$	493.1		$	(173.9	)	$	1,014.5
Costs and expenses:
Cost of sales	—			530.3			398.0			(173.9		)	754.4
Engineering, selling and administrative expenses	15.3			64.8			70.9			—			151.0
Amortization expense	—			7.4			1.3			—			8.7
Restructuring expense	—			0.1			0.3			—			0.4
Other	—			0.2			—			—			0.2
Equity in (earnings) loss of subsidiaries	(64.6		)	(2.9		)	—			67.5			—
Total costs and expenses	(49.3		)	599.9			470.5			(106.4		)	914.7
Operating earnings (loss) from continuing operations	49.3			95.4			22.6			(67.5		)	99.8
Other income (expenses):
Interest expense	(29.4		)	(0.3		)	(2.3		)	—			(32.0		)
Amortization of deferred financing fees	(1.8		)	—			—			—			(1.8		)
Loss on debt extinguishment	—			—			—			—			—
Management fee income (expense)	15.2			(18.8		)	3.6			—			—
Other income (expense), net	5.0			(8.1		)	4.0			—			0.9
Total other income (expenses)	(11.0		)	(27.2		)	5.3			—			(32.9		)
Earnings (loss) from continuing operations before taxes on earnings	38.3			68.2			27.9			(67.5		)	66.9
Provision (benefit) for taxes on income	(14.6		)	23.7			7.9			—			17.0
Earnings (loss) from continuing operations	52.9			44.5			20.0			(67.5		)	49.9
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			0.7			—			—			0.7
Loss on sale of discontinued operations, net of income taxes	—			—			—			—			—
Net earnings (loss)	52.9			45.2			20.0			(67.5		)	50.6
Less: Net loss attributable to noncontrolling interest	—			—			(2.3		)	—			(2.3		)
Net earnings (loss) attributable to Manitowoc	$	52.9		$	45.2		$	22.3		$	(67.5	)	$	52.9
Comprehensive income (loss) attributable to Manitowoc	$	72.9		$	46.4		$	25.4		$	(71.8	)	$	72.9

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2012

(In millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	675.0		$	440.2		$	(167.7	)	$	947.5
Costs and expenses:
Cost of sales	—			515.1			366.2			(167.7		)	713.6
Engineering, selling and administrative expenses	16.0			63.2			73.3			—			152.5
Amortization expense	—			7.5			1.8			—			9.3
Restructuring expense	—			—			0.7			—			0.7
Other	—			1.9			—			—			1.9
Equity in (earnings) loss of subsidiaries	(36.0		)	(7.4		)	—			43.4			—
Total costs and expenses	(20.0		)	580.3			442.0			(124.3		)	878.0
Operating earnings (loss) from continuing operations	20.0			94.7			(1.8		)	(43.4		)	69.5
Other income (expenses):
Interest expense	(31.0		)	(0.5		)	(2.9		)	—			(34.4		)
Amortization of deferred financing fees	(2.0		)	—			—			—			(2.0		)
Management fee income (expense)	15.5			(19.9		)	4.4			—			—
Other income (expense), net	6.7			(7.9		)	1.0			—			(0.2		)
Total other income (expenses)	(10.8		)	(28.3		)	2.5			—			(36.6		)
Earnings (loss) from continuing operations before taxes on earnings	9.2			66.4			0.7			(43.4		)	32.9
Provision (benefit) for taxes on earnings	(13.0		)	20.7			5.8			—			13.5
Earnings (loss) from continuing operations	22.2			45.7			(5.1		)	(43.4		)	19.4
Discontinued operations:
Earnings from discontinued operations, net of income taxes	—			—			0.3			—			0.3
Net earnings (loss)	22.2			45.7			(4.8		)	(43.4		)	19.7
Less: Net loss attributable to noncontrolling interest	—			—			(2.5		)	—			(2.5		)
Net earnings (loss) attributable to Manitowoc	$	22.2		$	45.7		$	(2.3	)	$	(43.4	)	$	22.2
Comprehensive income (loss) attributable to Manitowoc	$	52.1		$	44.6		$	(2.8	)	$	(41.8	)	$	52.1

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2013

(In millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,997.4		$	1,467.6		$	(505.9	)	$	2,959.1
Costs and expenses:
Cost of sales	—			1,521.0			1,191.1			(505.9		)	2,206.2
Engineering, selling and administrative expenses	48.5			195.3			226.6			—			470.4
Amortization expense	—			22.2			4.6			—			26.8
Restructuring expense	—			0.2			1.4			—			1.6
Other	—			0.5			—			—			0.5
Equity in (earnings) loss of subsidiaries	(151.2		)	(21.4		)	—			172.6			—
Total costs and expenses	(102.7		)	1,717.8			1,423.7			(333.3		)	2,705.5
Operating earnings (loss) from continuing operations	102.7			279.6			43.9			(172.6		)	253.6
Other income (expenses):
Interest expense	(89.7		)	(0.9		)	(7.3		)	—			(97.9		)
Amortization of deferred financing fees	(5.3		)	—			—			—			(5.3		)
Loss on debt extinguishment	(0.4		)	—			—			—			(0.4		)
Management fee income (expense)	44.9			(54.9		)	10.0			—			—
Other income (expense), net	10.9			(24.5		)	14.7			—			1.1
Total other income (expenses)	(39.6		)	(80.3		)	17.4			—			(102.5		)
Earnings (loss) from continuing operations before taxes on earnings	63.1			199.3			61.3			(172.6		)	151.1
Provision (benefit) for taxes on income	(57.8		)	69.0			23.6			—			34.8
Earnings (loss) from continuing operations	120.9			130.3			37.7			(172.6		)	116.3
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes	—			(1.5		)	—			—			(1.5		)
Loss on sale of discontinued operations, net of income taxes	—			—			(1.6		)	—			(1.6		)
Net earnings (loss)	120.9			128.8			36.1			(172.6		)	113.2
Less: Net loss attributable to noncontrolling interest	—			—			(7.7		)	—			(7.7		)
Net earnings (loss) attributable to Manitowoc	$	120.9		$	128.8		$	43.8		$	(172.6	)	$	120.9
Comprehensive income (loss) attributable to Manitowoc	$	124.8		$	129.9		$	36.1		$	(166.0	)	$	124.8

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2012

(In millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,923.1		$	1,339.5		$	(466.0	)	$	2,796.6
Costs and expenses:
Cost of sales	—			1,466.4			1,107.8			(466.0		)	2,108.2
Engineering, selling and administrative expenses	47.2			183.3			218.5			—			449.0
Amortization expense	—			22.5			5.4			—			27.9
Restructuring expense	—			0.2			1.4			—			1.6
Other	—			2.0			—			—			2.0
Equity in (earnings) loss of subsidiaries	(100.2		)	(27.5		)	—			127.7			—
Total costs and expenses	(53.0		)	1,646.9			1,333.1			(338.3		)	2,588.7
Operating earnings (loss) from continuing operations	53.0			276.2			6.4			(127.7		)	207.9
Other income (expenses):
Interest expense	(91.3		)	(1.5		)	(8.4		)	—			(101.2		)
Amortization of deferred financing fees	(6.1		)	—			—			—			(6.1		)
Management fee income (expense)	46.3			(57.8		)	11.5			—			—
Other income (expense), net	36.2			(38.3		)	2.1			—			—
Total other income (expenses)	(14.9		)	(97.6		)	5.2			—			(107.3		)
Earnings (loss) from continuing operations before taxes on earnings	38.1			178.6			11.6			(127.7		)	100.6
Provision (benefit) for taxes on earnings	(29.1		)	56.1			13.4			—			40.4
Earnings (loss) from continuing operations	67.2			122.5			(1.8		)	(127.7		)	60.2
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes	—			(0.5		)	0.8			—			0.3
Net earnings (loss)	67.2			122.0			(1.0		)	(127.7		)	60.5
Less: Net loss attributable to noncontrolling interest	—			—			(6.7		)	—			(6.7		)
Net earnings (loss) attributable to Manitowoc	$	67.2		$	122.0		$	5.7		$	(127.7	)	$	67.2
Comprehensive income (loss) attributable to Manitowoc	$	74.9		$	122.0		$	16.8		$	(138.8	)	$	74.9

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of September 30, 2013

(In millions)

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	3.0	$	4.3	$	77.2		$	—		$	84.5
Marketable securities	2.7		—		—			—			2.7
Restricted cash	4.1		—		5.4			—			9.5
Accounts receivable — net	0.2		13.0		278.1			—			291.3
Intercompany interest receivable	28.9		3.2		—			(32.1		)	—
Inventories — net	—		375.7		479.2			—			854.9
Deferred income taxes	71.6		—		16.8			—			88.4
Other current assets	2.0		10.6		118.6			—			131.2
Total current assets	112.5		406.8		975.3			(32.1		)	1,462.5
Property, plant and equipment — net	5.7		284.1		285.2			—			575.0
Goodwill	—		960.5		250.1			—			1,210.6
Other intangible assets — net	—		598.7		173.4			—			772.1
Intercompany long-term receivable	948.9		158.6		901.9			(2,009.4		)	—
Intercompany accounts receivable	—		1,549.5		1,664.6			(3,214.1		)	—
Other non-current assets	44.9		5.4		96.6			—			146.9
Investment in affiliates	5,275.8		3,441.5		—			(8,717.3		)	—
Total assets	$	6,387.8	$	7,405.1	$	4,347.1		$	(13,972.9	)	$	4,167.1
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	99.3	$	427.6	$	376.0		$	—		$	902.9
Short-term borrowings and current portion of long-term debt	35.6		0.7		60.9			—			97.2
Intercompany interest payable	3.2		—		28.9			(32.1		)	—
Product warranties	—		46.4		36.5			—			82.9
Customer advances	—		8.0		27.4			—			35.4
Product liabilities	—		22.7		3.8			—			26.5
Total current liabilities	138.1		505.4		533.5			(32.1		)	1,144.9
Non-Current Liabilities:
Long-term debt, less current portion	1,679.3		2.4		24.3			—			1,706.0
Deferred income taxes	180.1		—		49.3			—			229.4
Pension obligations	103.9		6.5		3.9			—			114.3
Postretirement health and other benefit obligations	47.9		2.1		3.0			—			53.0
Long-term deferred revenue	—		9.3		30.5			—			39.8
Intercompany long-term note payable	183.3		831.1		995.0			(2,009.4		)	—
Intercompany accounts payable	3,214.1		—		—			(3,214.1		)	—
Other non-current liabilities	99.9		15.2		50.1			—			165.2
Total non-current liabilities	5,508.5		866.6		1,156.1			(5,223.5		)	2,307.7
Equity
Manitowoc stockholders’ equity	741.2		6,033.1		2,684.2			(8,717.3		)	741.2
Noncontrolling interest	—		—		(26.7		)	—			(26.7		)
Total equity	741.2		6,033.1		2,657.5			(8,717.3		)	714.5
Total liabilities and equity	$	6,387.8	$	7,405.1	$	4,347.1		$	(13,972.9	)	$	4,167.1

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of December 31, 2012

(In millions)

	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

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2013

(In millions)

	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	$	(25.9	)	$	170.2		$	(88.4	)	$	—		$	55.9
Cash provided by (used for) operating activities of discontinued operations	—			(1.5		)	(1.8		)	—			(3.3		)
Net cash provided by (used for) operating activities	(25.9		)	168.7			(90.2		)	—			52.6
Cash Flows from Investing:
Capital expenditures	—			(41.4		)	(31.9		)	—			(73.3		)
Proceeds from sale of property, plant and equipment	—			0.3			1.1			—			1.4
Restricted cash	1.2			—			—			—			1.2
Proceeds from sale of business	—			—			39.2			—			39.2
Intercompany investments	30.5			(128.0		)	75.2			22.3			—
Net cash provided by (used for) investing activities	31.7			(169.1		)	83.5			22.3			(31.6		)
Cash Flows from Financing:
Proceeds on revolving credit facility—net	16.6			—			0.1			—			16.7
Payments on long-term debt	(35.2		)	(0.5		)	(20.1		)	—			(55.8		)
Proceeds from long-term debt	—			—			28.3			—			28.3
Proceeds (payments) on notes financing—net	—			—			(0.9		)	—			(0.9		)
Exercises of stock options	3.8			—			—			—			3.8
Intercompany financing	—			1.2			21.1			(22.3		)	—
Net cash provided by (used for) financing activities	(14.8		)	0.7			28.5			(22.3		)	(7.9		)
Effect of exchange rate changes on cash	—			—			(2.0		)	—			(2.0		)
Net increase (decrease) in cash and cash equivalents	(9.0		)	0.3			19.8			—			11.1
Balance at beginning of period	12.0			4.0			57.4			—			73.4
Balance at end of period	$	3.0		$	4.3		$	77.2		$	—		$	84.5

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2012

(In millions)

	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	$	(21.5	)	$	83.9		$	(136.1	)	$	—		$	(73.7	)
Cash provided by (used for) operating activities of discontinued operations	—			(0.5		)	3.3			—			2.8
Net cash provided by (used for) operating activities	(21.5		)	83.4			(132.8		)	—			(70.9		)
Cash Flows from Investing:
Capital expenditures	(1.1		)	(23.6		)	(25.5		)	—			(50.2		)
Proceeds from sale of property, plant and equipment	—			—			0.7			—			0.7
Restricted cash	—			—			(2.9		)	—			(2.9		)
Intercompany investments	(17.6		)	(84.6		)	63.8			38.4			—
Net cash provided by (used for) investing activities of continuing operations	(18.7		)	(108.2		)	36.1			38.4			(52.4		)
Net cash provided by (used for) investing activities of discontinued operations	—			—			(0.1		)	—			(0.1		)
Net cash provided by (used for) investing activities	(18.7		)	(108.2		)	36.0			38.4			(52.5		)
Cash Flows from Financing:
Proceeds from (payments on) revolving credit facility—net	52.9			—			70.5			—			123.4
Proceeds from swap monetization	14.8			—			—			—			14.8
Payments on long-term debt	(28.7		)	(0.6		)	(41.0		)	—			(70.3		)
Proceeds from long-term debt	—			—			73.1			—			73.1
Proceeds from (payments on) notes financing—net	—			(1.4		)	(20.1		)	—			(21.5		)
Debt issue costs	(0.3		)	—			—			—			(0.3		)
Exercises of stock options	2.6			—			—			—			2.6
Intercompany financing	—			37.4			1.0			(38.4		)	—
Net cash provided by (used for) financing activities	41.3			35.4			83.5			(38.4		)	121.8
Effect of exchange rate changes on cash	—			—			1.3			—			1.3
Net increase (decrease) in cash and cash equivalents	1.1			10.6			(12.0		)	—			(0.3		)
Balance at beginning of period	4.2			8.5			55.9			—			68.6
Balance at end of period	$	5.3		$	19.1		$	43.9		$	—		$	68.3