Subsidiary Guarantors of 2013 Notes, 2018 Notes and 2020 Notes

9 Months Ended

Sep. 30, 2011

Subsidiary Guarantors of 2013 Notes, 2018 Notes and 2020 Notes

Subsidiary Guarantors of 2013 Notes, 2018 Notes and 2020 Notes

22.  Subsidiary Guarantors of 2013 Notes, 2018 Notes and 2020 Notes

The following tables present condensed consolidating financial information for (a) The Manitowoc Company, Inc. (Parent); (b) the guarantors of the 2013 Notes, 2018 Notes and 2020 Notes, which include substantially all of the domestic, wholly-owned subsidiaries of the company (Subsidiary Guarantors); and (c) the wholly- and partially-owned foreign subsidiaries of the Parent, which do not guarantee the 2013 Notes, 2018 Notes and 2020 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 and 100% owned by the Parent.

The results of the Kysor/Warren and Kysor Warren de Mexico businesses have been classified as discontinued operations for all periods presented in the following condensed consolidating financial information (see Note 3, “Discontinued Operations”).

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three-Months Ended September 30, 2011

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	574.2		$	486.6		$	(125.4	)	$	935.4
Costs and expenses:
Cost of sales	—			441.7			395.6			(125.4		)	711.9
Engineering, selling and administrative expenses	13.0			57.7			72.5			—			143.2
Restructuring expense	—			0.3			0.6			—			0.9
Amortization expense	—			7.9			2.0			—			9.9
Other	—			0.3			—			—			0.3
Equity in (earnings) loss of subsidiaries	(52.0		)	(3.2		)	—			55.2			—
Total costs and expenses	(39.0		)	504.7			470.7			(70.2		)	866.2
Operating earnings (loss) from continuing operations	39.0			69.5			15.9			(55.2		)	69.2
Other income (expenses):
Interest expense	(32.6		)	(0.3		)	(3.3		)	—			(36.2		)
Management fee income (expense)	11.7			(15.0		)	3.3			—			—
Other income (expense), net	0.8			(12.8		)	14.0			—			2.0
Total other income (expenses)	(20.1		)	(28.1		)	14.0			—			(34.2		)
Earnings (loss) from continuing operations before taxes on earnings	18.9			41.4			29.9			(55.2		)	35.0
Provision (benefit) for taxes on income	(4.8		)	9.9			8.2			—			13.3
Earnings (loss) from continuing operations	23.7			31.5			21.7			(55.2		)	21.7
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes	—			(0.2		)	0.1			—			(0.1		)
Net earnings (loss)	23.7			31.3			21.8			(55.2		)	21.6
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(2.1		)	—			(2.1		)
Net earnings (loss) attributable to Manitowoc	$	23.7		$	31.3		$	23.9		$	(55.2	)	$	23.7

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three-Months Ended September 30, 2010

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	479.2		$	428.0		$	(100.1	)	$	807.1
Costs and expenses:
Cost of sales	—			355.5			351.5			(100.1		)	606.9
Engineering, selling and administrative expenses	10.4			55.9			67.1			—			133.4
Restructuring expense	—			—			1.4			—			1.4
Amortization expense	—			7.7			1.8			—			9.5
Loss on disposition of property	—			1.7			0.3			—			2.0
Equity in (earnings) loss of subsidiaries	(41.5		)	(8.4		)	—			49.9			—
Total costs and expenses	(31.1		)	412.4			422.1			(50.2		)	753.2
Operating earnings (loss) from continuing operations	31.1			66.8			5.9			(49.9		)	53.9
Other income (expenses):
Interest expense	(48.5		)	(0.6		)	(2.4		)	—			(51.5		)
Loss on debt extinguishment	(1.1		)	—			—			—			(1.1		)
Management fee income (expense)	9.7			(11.3		)	1.6			—			—
Other income (expense), net	1.3			(10.4		)	9.1			—			—
Total other income (expenses)	(38.6		)	(22.3		)	8.3			—			(52.6		)
Earnings (loss) from continuing operations before taxes on earnings	(7.5		)	44.5			14.2			(49.9		)	1.3
Provision (benefit) for taxes on earnings	(8.9		)	12.0			(0.4		)	—			2.7
Earnings (loss) from continuing operations	1.4			32.5			14.6			(49.9		)	(1.4		)
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes	—			(0.1		)	2.0			—			1.9
Net earnings (loss)	1.4			32.4			16.6			(49.9		)	0.5
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(0.9		)	—			(0.9		)
Net earnings (loss) attributable to Manitowoc	$	1.4		$	32.4		$	17.5		$	(49.9	)	$	1.4

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine-Months Ended September 30, 2011

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,561.2		$	1,382.6		$	(326.4	)	$	2,617.4
Costs and expenses:
Cost of sales	—			1,182.5			1,132.8			(326.4		)	1,988.9
Engineering, selling and administrative expenses	40.8			172.9			215.1			—			428.8
Restructuring expense	—			0.4			3.4			—			3.8
Amortization expense	—			23.1			6.1			—			29.2
Other	—			0.4			—			—			0.4
Equity in (earnings) loss of subsidiaries	(70.7		)	(17.0		)	—			87.7			—
Total costs and expenses	(29.9		)	1,362.3			1,357.4			(238.7		)	2,451.1
Operating earnings (loss) from continuing operations	29.9			198.9			25.2			(87.7		)	166.3
Other income (expenses):
Interest expense	(110.3		)	(1.0		)	(8.6		)	—			(119.9		)
Management fee income (expense)	35.1			(44.2		)	9.1			—			—
Loss on debt extinguishment	(27.8		)	—			—			—			(27.8		)
Other income (expense), net	3.5			(34.6		)	34.2			—			3.1
Total other income (expenses)	(99.5		)	(79.8		)	34.7			—			(144.6		)
Earnings (loss) from continuing operations before taxes on earnings	(69.6		)	119.1			59.9			(87.7		)	21.7
Provision (benefit) for taxes on earnings	(43.6		)	33.8			24.9			—			15.1
Earnings (loss) from continuing operations	(26.0		)	85.3			35.0			(87.7		)	6.6
Discontinued operations:
Earnings from discontinued operations, net of income taxes	—			(0.7		)	(2.4		)	—			(3.1		)
Loss on sale of discontinued operations, net of income taxes	—			(33.6		)	—			—			(33.6		)
Net earnings (loss)	(26.0		)	51.0			32.6			(87.7		)	(30.1		)
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(4.1		)	—			(4.1		)
Net earnings (loss) attributable to Manitowoc	$	(26.0	)	$	51.0		$	36.7		$	(87.7	)	$	(26.0	)

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine-Months Ended September 30, 2010

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,331.9		$	1,276.1		$	(297.2	)	$	2,310.8
Costs and expenses:
Cost of sales	—			989.3			1,045.9			(297.2		)	1,738.0
Engineering, selling and administrative expenses	30.7			155.8			195.9			—			382.4
Restructuring expense	—			0.2			3.0			—			3.2
Amortization expense	—			23.0			5.7			—			28.7
Loss on diposition of property	—			1.7			0.3			—			2.0
Equity in (earnings) loss of subsidiaries	(108.4		)	(30.8		)	—			139.2			—
Total costs and expenses	(77.7		)	1,139.2			1,250.8			(158.0		)	2,154.3
Operating earnings (loss) from continuing operations	77.7			192.7			25.3			(139.2		)	156.5
Other income (expenses):
Interest expense	(140.5		)	(1.7		)	(5.2		)	—			(147.4		)
Loss on debt extinguishment	(16.8		)	—			—			—			(16.8		)
Management fee income (expense)	27.3			(32.4		)	5.1			—			—
Other income (expense), net	3.8			(32.4		)	16.8			—			(11.8		)
Total other income (expenses)	(126.2		)	(66.5		)	16.7			—			(176.0		)
Earnings (loss) from continuing operations before taxes on earnings	(48.5		)	126.2			42.0			(139.2		)	(19.5		)
Provision (benefit) for taxes on earnings	(40.9		)	27.4			6.2			—			(7.3		)
Earnings (loss) from continuing operations	(7.6		)	98.8			35.8			(139.2		)	(12.2		)
Discontinued operations:
Earnings from discontinued operations, net of income taxes	—			(0.5		)	2.9			—			2.4
Net earnings (loss)	(7.6		)	98.3			38.7			(139.2		)	(9.8		)
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(2.2		)	—			(2.2		)
Net earnings (loss) attributable to Manitowoc	$	(7.6	)	$	98.3		$	40.9		$	(139.2	)	$	(7.6	)

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of September 30, 2011

(In millions)

					Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	5.6	$	16.1	$	68.4		$	—		$	90.1
Marketable securities	2.7		—		—			—			2.7
Restricted cash	8.5		—		0.7			—			9.2
Accounts receivable — net	—		38.1		291.8			—			329.9
Intercompany interest receivable	75.5		3.2		—			(78.7		)	—
Inventories — net	—		365.8		450.9			—			816.7
Deferred income taxes	103.1		—		21.5			—			124.6
Other current assets	1.5		5.3		71.6			—			78.4
Total current assets	196.9		428.5		904.9			(78.7		)	1,451.6
Property, plant and equipment — net	8.1		264.9		264.2			—			537.2
Goodwill	—		961.8		210.8			—			1,172.6
Other intangible assets — net	—		678.9		188.9			—			867.8
Intercompany long-term receivable	1,544.8		158.5		824.2			(2,527.5		)	—
Intercompany accounts receivable	—		1,218.3		1,555.5			(2,773.8		)	—
Other non-current assets	62.2		8.7		77.8			—			148.7
Investment in affiliates	4,019.2		3,380.3		—			(7,399.5		)	—
Total assets	$	5,831.2	$	7,099.9	$	4,026.3		$	(12,779.5	)	$	4,177.9
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	92.7	$	424.1	$	417.7		$	—		$	934.5
Short-term borrowings and securitization liabilities	39.0		0.7		63.2			—			102.9
Intercompany interest payable	3.2		73.3		2.2			(78.7		)	—
Product warranties	—		45.7		40.0			—			85.7
Customer advances	—		7.4		28.2			—			35.6
Product liabilities	—		22.7		5.5			—			28.2
Total current liabilities	134.9		573.9		556.8			(78.7		)	1,186.9
Non-Current Liabilities:
Long-term debt, less current portion	1,917.5		3.8		76.2			—			1,997.5
Deferred income taxes	200.6		—		12.6			—			213.2
Pension obligations	29.5		12.7		23.0			—			65.2
Postretirement health and other benefit obligations	53.4		—		3.8			—			57.2
Long-term deferred revenue	—		7.9		22.2			—			30.1
Intercompany long-term note payable	183.3		1,372.0		972.2			(2,527.5		)	—
Intercompany accounts payable	2,717.9		—		55.9			(2,773.8		)	—
Other non-current liabilities	112.6		22.6		18.6			—			153.8
Total non-current liabilities	5,214.8		1,419.0		1,184.5			(5,301.3		)	2,517.0
Equity
Manitowoc stockholders’ equity	481.5		5,107.0		2,292.5			(7,399.5		)	481.5
Noncontrolling interest	—		—		(7.5		)	—			(7.5		)
Total equity	481.5		5,107.0		2,285.0			(7,399.5		)	474.0
Total liabilities and equity	$	5,831.2	$	7,099.9	$	4,026.3		$	(12,779.5	)	$	4,177.9

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of December 31, 2010

(In millions)

					Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	5.3	$	19.7	$	58.7		$	—		$	83.7
Marketable securities	2.7		—		—			—			2.7
Restricted cash	8.4		—		1.0			—			9.4
Accounts receivable — net	0.1		—		255.0			—			255.1
Intercompany interest receivable	75.4		3.5		—			(78.9		)	—
Inventories — net	—		221.3		335.7			—			557.0
Deferred income taxes	100.9		—		30.4			—			131.3
Other current assets	4.0		6.7		47.0			—			57.7
Current assets of discontinued operations	—		—		63.7			—			63.7
Total current assets	196.8		251.2		791.5			(78.9		)	1,160.6
Property, plant and equipment — net	9.7		276.8		279.3			—			565.8
Goodwill	—		964.0		209.2			—			1,173.2
Other intangible assets — net	—		702.0		191.5			—			893.5
Intercompany long-term receivable	1,524.5		632.5		869.0			(3,026.0		)	—
Intercompany accounts receivable	—		803.3		1,986.9			(2,790.2		)	—
Other non-current assets	69.5		10.1		13.0			—			92.6
Long-term assets of discontinued operations	—		—		123.6			—			123.6
Investment in affiliates	3,926.2		3,483.8		—			(7,410.0		)	—
Total assets	$	5,726.7	$	7,123.7	$	4,464.0		$	(13,305.1	)	$	4,009.3
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	61.1	$	336.8	$	378.2		$	—		$	776.1
Short-term borrowings and securitization liabilities	26.0		0.6		35.2			—			61.8
Intercompany interest payable	3.1		73.4		2.4			(78.9		)	—
Product warranties	—		45.8		40.9			—			86.7
Customer advances	—		7.8		41.1			—			48.9
Product liabilities	—		22.5		5.3			—			27.8
Current liabilities of discontinued operation	—		—		24.2			—			24.2
Total current liabilities	90.2		486.9		527.3			(78.9		)	1,025.5
Non-Current Liabilities:
Long-term debt, less current portion	1,924.2		4.3		7.1			—			1,935.6
Deferred income taxes	202.2		—		11.1			—			213.3
Pension obligations	28.6		13.7		22.1			—			64.4
Postretirement health and other benefit obligations	56.2		—		3.7			—			59.9
Long-term deferred revenue	—		8.2		19.6			—			27.8
Intercompany long-term note payable	183.4		1,447.5		1,395.1			(3,026.0		)	—
Intercompany accounts payable	2,624.7		124.5		41.0			(2,790.2		)	—
Other non-current liabilities	135.3		25.1		25.3			—			185.7
Long-term liabilities of discontinued operations	—		—		18.6			—			18.6
Total non-current liabilities	5,154.6		1,623.3		1,543.6			(5,816.2		)	2,505.3
Equity
Manitowoc stockholders’ equity	481.9		5,013.5		2,396.5			(7,410.0		)	481.9
Noncontrolling interest	—		—		(3.4		)	—			(3.4		)
Total equity	481.9		5,013.5		2,393.1			(7,410.0		)	478.5
Total liabilities and equity	$	5,726.7	$	7,123.7	$	4,464.0		$	(13,305.1	)	$	4,009.3

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine-Months Ended September 30, 2011

(In millions)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	$	(71.6	)	$	24.8		$	(119.4	)	$	—		$	(166.2	)
Cash provided by (used for) operating activities of discontinued operations	—			(0.7		)	(18.0		)	—			(18.7		)
Net cash provided by (used for) operating activities	(71.6		)	24.1			(137.4		)	—			(184.9		)
Cash Flows from Investing:
Capital expenditures	(0.3		)	(12.2		)	(19.8		)	—			(32.3		)
Restricted cash	(0.1		)	—			0.3			—			0.2
Proceeds from sale of business	—			143.6			—			—			143.6
Proceeds from sale of property, plant and equipment	—			0.1			5.7			—			5.8
Intercompany investments	95.2			(117.0		)	62.4			(40.6		)	—
Net cash provided by (used for) investing activities	94.8			14.5			48.6			(40.6		)	117.3
Cash Flows from Financing:
Proceeds from revolving credit facility—net	23.7			—			74.3			—			98.0
Proceeds from swap monetization	21.5			—			—			—			21.5
Proceeds from long-term debt	750.0			—			85.6			—			835.6
(Payments on) long-term debt	(807.7		)	(0.4		)	(53.3		)	—			(861.4		)
Proceeds from (payments on) notes financing—net	—			(2.1		)	(5.3		)	—			(7.4		)
Debt issue costs	(14.3		)	—			—			—			(14.3		)
Intercompany financing	(0.1		)	(39.7		)	(0.8		)	40.6			—
Options exercised	4.0			—			—			—			4.0
Net cash provided by (used for) financing activities	(22.9		)	(42.2		)	100.5			40.6			76.0
Effect of exchange rate changes on cash	—			—			(2.0		)	—			(2.0		)
Net increase (decrease) in cash and cash equivalents	0.3			(3.6		)	9.7			—			6.4
Balance at beginning of period	5.3			19.7			58.7			—			83.7
Balance at end of period	$	5.6		$	16.1		$	68.4		$	—		$	90.1

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine-Months Ended September 30, 2010

(In millions)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	$	(71.0	)	$	78.2		$	45.1		$	—		$	52.3
Cash provided by (used for) operating activities of discontinued operations	—			(0.5		)	0.4			—			(0.1		)
Net cash provided by (used for) operating activities	(71.0		)	77.7			45.5			—			52.2
Cash Flows from Investing:
Business acquisition, net of cash acquired	—			(4.8		)	—			—			(4.8		)
Capital expenditures	(0.8		)	(11.7		)	(9.7		)	—			(22.2		)
Restricted cash	(3.5		)	—			0.2			—			(3.3		)
Proceeds from sale of business	0.5			0.1			3.2			—			3.8
Proceeds from sale of property, plant and equipment	—			1.1			12.3			—			13.4
Intercompany investments	104.3			(172.3		)	(36.1		)	104.1			—
Net cash provided by (used for) investing activities of continuiing operations	100.5			(187.6		)	(30.1		)	104.1			(13.1		)
Net cash provided by (used for) investing activities of discontinued operations	—			—			(2.7		)	—			(2.7		)
Net cash provided by (used for) investing activities	100.5			(187.6		)	(32.8		)	104.1			(15.8		)
Cash Flows from Financing:
Proceeds from long-term debt	400.0			10.0			43.2			—			453.2
(Payments on) long-term debt	(417.0		)	(10.3		)	(40.0		)	—			(467.3		)
Proceeds from securitization facility	—			101.0			—			—			101.0
(Payments on) securitization facility	—			(101.0		)	—			—			(101.0		)
Proceeds from (payments on) notes financing—net	—			(2.5		)	(0.9		)	—			(3.4		)
Debt issue costs	(11.5		)	—			—			—			(11.5		)
Intercompany financing	—			111.9			(7.8		)	(104.1		)	—
Options exercised	0.6			—			—			—			0.6
Net cash provided by (used for) financing activities	(27.9		)	109.1			(5.5		)	(104.1		)	(28.4		)
Effect of exchange rate changes on cash	—			—			(0.6		)	—			(0.6		)
Net increase (decrease) in cash and cash equivalents	1.6			(0.8		)	6.6			—			7.4
Balance at beginning of period	18.0			7.0			78.7			—			103.7
Balance at end of period	$	19.6		$	6.2		$	85.3		$	—		$	111.1