Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
ý      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended June 30, 2016
 
or
 
o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from                to               
 
Commission File Number
1-11978 
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter) 
Wisconsin
 
39-0448110
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification Number)
2400 South 44th Street,
 
 
Manitowoc, Wisconsin
 
54221-0066
(Address of principal executive offices)
 
(Zip Code)
 
(920) 684-4410
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý

The number of shares outstanding of the Registrant’s common stock, $.01 par value, as of June 30, 2016, the most recent practicable date, was 137,576,641.




PART I.  FINANCIAL INFORMATION
 
Item 1. Financial Statements 

THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2016 and 2015
(Unaudited)
(In millions, except per-share and average shares data)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
457.7

 
$
477.7

 
$
885.1

 
$
884.4

Cost of sales
369.5

 
382.8

 
715.0

 
714.1

Gross profit
88.2

 
94.9

 
170.1

 
170.3

Operating costs and expenses:
 
 
 
 
 
 
 
Engineering, selling and administrative expenses
73.4

 
79.5

 
145.8

 
162.2

Amortization expense
0.8

 
0.7

 
1.5

 
1.5

Restructuring expense
8.8

 
0.6

 
13.2

 
0.8

Other
0.4

 
(0.1
)
 
1.8

 
(0.1
)
Total operating costs and expenses
83.4

 
80.7

 
162.3

 
164.4

 
 
 
 
 
 
 
 
Operating income
4.8

 
14.2

 
7.8

 
5.9

 
 
 
 
 
 
 
 
Other income (expense):
 

 
 

 
 
 
 
Interest expense
(9.9
)
 
(24.0
)
 
(19.6
)
 
(47.3
)
Amortization of deferred financing fees
(0.4
)
 
(1.0
)
 
(1.3
)
 
(2.1
)
Loss on debt extinguishment

 

 
(76.3
)
 

Other income - net
2.1

 
2.8

 
3.2

 
2.6

Total other expense
(8.2
)
 
(22.2
)
 
(94.0
)
 
(46.8
)
Loss from continuing operations before taxes on income
(3.4
)
 
(8.0
)
 
(86.2
)
 
(40.9
)
Provision (benefit) for taxes on income
0.7

 
(1.7
)
 
122.2

 
(11.2
)
Loss from continuing operations
(4.1
)
 
(6.3
)
 
(208.4
)
 
(29.7
)
 
 
 
 
 
 
 
 
Discontinued operations:
 

 
 

 
 
 
 
(Loss) income from discontinued operations, net of income taxes of $0.0, $16.5, ($1.3) and $24.7, respectively
(0.8
)
 
29.6

 
(4.0
)
 
44.6

Net (loss) income
$
(4.9
)
 
$
23.3

 
$
(212.4
)
 
$
14.9

 
 
 
 
 
 
 
 
Basic (loss) income per common share:
 

 
 

 
 
 
 
Loss from continuing operations
$
(0.03
)
 
$
(0.05
)
 
$
(1.52
)
 
$
(0.22
)
(Loss) income from discontinued operations
(0.01
)
 
0.22

 
(0.03
)
 
0.33

Basic (loss) income per common share
$
(0.04
)
 
$
0.17

 
$
(1.55
)
 
$
0.11

 
 
 
 
 
 
 
 
Diluted (loss) income per common share:
 

 
 

 
 
 
 
Loss from continuing operations
$
(0.03
)
 
$
(0.05
)
 
$
(1.52
)
 
$
(0.22
)
(Loss) income from discontinued operations
(0.01
)
 
0.21

 
(0.03
)
 
0.32

Diluted (loss) income per common share:
$
(0.04
)
 
$
0.17

 
$
(1.55
)
 
$
0.11

 
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
137,138,220

 
136,130,861

 
136,869,066

 
135,887,738

Weighted average shares outstanding - diluted
137,138,220

 
137,985,899

 
136,869,066

 
137,431,565

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2




THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Three and Six Months Ended June 30, 2016 and 2015
(Unaudited)
(In millions)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Net (loss) income
$
(4.9
)
 
$
23.3

 
$
(212.4
)
 
$
14.9

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Unrealized (loss) income on derivatives, net of income tax provision (benefit) of $0.0, $2.5, $0.0 and $(0.2), respectively
(0.1
)
 
4.3

 
1.5

 
0.2

Employee pension and postretirement benefits, net of income tax provision of $0.0, $0.5, $0.0 and $1.0, respectively
1.2

 
1.4

 
2.4

 
2.8

Foreign currency translation adjustments
(17.4
)
 
8.6

 
31.8

 
(54.2
)
Total other comprehensive (loss) income, net of tax
(16.3
)
 
14.3

 
35.7

 
(51.2
)
Comprehensive (loss) income
$
(21.2
)
 
$
37.6

 
$
(176.7
)
 
$
(36.3
)
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.



3



THE MANITOWOC COMPANY, INC.
Condensed Consolidated Balance Sheets
As of June 30, 2016 and December 31, 2015
(Unaudited)
(In millions, except share data)
 
June 30,
2016
 
December 31,
2015
Assets
 

 
 

Current Assets:
 

 
 

Cash and temporary investments
$
40.8

 
$
31.5

Restricted cash
16.3

 
16.9

Accounts receivable, less allowances of $12.5 and $12.8, respectively
189.7

 
155.7

Inventories — net
499.9

 
452.6

Notes receivable
58.2

 
59.7

Other current assets
45.2

 
43.0

Current assets of discontinued operations

 
254.2

  Total current assets
850.1

 
1,013.6

 
 
 
 
Property, plant and equipment — net
415.4

 
410.7

Goodwill
307.5

 
306.5

Other intangible assets — net
118.7

 
119.3

Other long-term assets
68.6

 
182.6

Long-term assets held for sale
5.6

 
5.5

Long-term assets of discontinued operations

 
1,501.5

  Total assets
$
1,765.9

 
$
3,539.7

Liabilities and Equity
 

 
 

Current Liabilities:
 

 
 

Accounts payable and accrued expenses
$
395.5

 
$
436.3

Short-term borrowings and current portion of long-term debt
17.2

 
67.2

Product warranties
38.3

 
35.9

Customer advances
9.8

 
10.3

Product liabilities
22.1

 
21.9

Current liabilities of discontinued operations

 
312.0

  Total current liabilities
482.9

 
883.6

Non-Current Liabilities:
 

 
 

Long-term debt
275.0

 
1,330.4

Deferred income taxes
40.6

 
25.6

Pension obligations
78.7

 
99.4

Postretirement health and other benefit obligations
37.1

 
44.4

Long-term deferred revenue
22.5

 
29.7

Other non-current liabilities
77.8

 
87.3

Long-term liabilities of discontinued operations

 
219.8

  Total non-current liabilities
531.7

 
1,836.6

Commitments and contingencies (Note 15)


 


Total Equity:
 

 
 

Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 137,576,641 and 136,617,161 shares outstanding, respectively)
1.4

 
1.4

Additional paid-in capital
564.2

 
558.0

Accumulated other comprehensive loss
(123.4
)
 
(207.8
)
Retained earnings
378.3

 
539.5

Treasury stock, at cost (25,599,287 and 26,558,767 shares, respectively)
(69.2
)
 
(71.6
)
  Total equity
751.3

 
819.5

  Total liabilities and equity
$
1,765.9

 
$
3,539.7


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4




THE MANITOWOC COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2016 and 2015
(Unaudited)
(In millions)
 
 
Six Months Ended
June 30,
 
2016
 
2015
Cash Flows from Operations:
 

 
 

Net (loss) income
$
(212.4
)
 
$
14.9

Adjustments to reconcile net earnings to cash used for operating activities of continuing operations:
 

 
 

Discontinued operations, net of income taxes
4.0

 
(44.6
)
Depreciation
23.6

 
24.0

Amortization of intangible assets
1.5

 
1.5

Amortization of deferred financing fees
1.3

 
2.1

Deferred income taxes
125.2

 
32.8

Loss on early debt extinguishment
15.4

 

Loss (gain) on sale of property, plant and equipment
1.7

 
(0.6
)
Other
(4.5
)
 
6.1

Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
 

 
 

Accounts receivable
(33.3
)
 
(1.0
)
Inventories
(43.0
)
 
(95.6
)
Other assets
(2.2
)
 
(8.9
)
Accounts payable
(40.8
)
 
7.5

Accrued expenses and other liabilities
0.9

 
22.2

Net cash used for operating activities of continuing operations
(162.6
)
 
(39.6
)
Net cash used for operating activities of discontinued operations
(63.9
)
 
(40.6
)
Net cash used for operating activities
(226.5
)
 
(80.2
)
 
 
 
 
Cash Flows from Investing:
 

 
 

Capital expenditures
(24.7
)
 
(22.5
)
Proceeds from sale of property, plant and equipment
0.9

 
5.1

Restricted cash
0.3

 
3.3

Net cash used for investing activities of continuing operations
(23.5
)
 
(14.1
)
Net cash used for investing activities of discontinued operations
(2.4
)
 
(7.0
)
Net cash used for investing activities
(25.9
)
 
(21.1
)
 
 
 
 
Cash Flows from Financing:
 

 
 

Proceeds from revolving credit facility

 
142.0

Payments on long-term debt
(1,365.9
)
 
(34.6
)
Proceeds from long-term debt
261.1

 
1.4

Payments on notes financing
(5.0
)
 
(9.3
)
Debt issuance costs
(8.3
)
 

Exercises of stock options
2.5

 
3.9

       Dividend from spun-off subsidiary
1,361.7

 

      Cash transferred to spun-off subsidiary
(17.7
)
 

Net cash provided by financing activities of continuing operations
228.4

 
103.4

Net cash provided by financing activities of discontinued operations
0.2

 
0.2

Net cash provided by financing activities
228.6

 
103.6

 
 
 
 
Effect of exchange rate changes on cash
1.2

 
(2.6
)
 
 
 
 
Net decrease in cash and cash equivalents
(22.6
)
 
(0.3
)
Balance at beginning of period, including cash of discontinued operations of $31.9 and $16.5
63.4

 
68.0

Balance at end of period, including cash of discontinued operations of $0.0 and $14.8
$
40.8

 
$
67.7


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

THE MANITOWOC COMPANY, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2016 and 2015
1. Accounting Policies and Basis of Presentation
During the first quarter of fiscal 2016, the Board of Directors of The Manitowoc Company, Inc. (“Manitowoc,” “MTW,” and the “Company”) approved the tax-free spin-off of the Company’s foodservice business (“MFS”) into an independent, public company (the “Spin-Off”). To consummate the Spin-Off, the Board declared a pro rata dividend of MFS common stock to MTW’s stockholders of record as of the close of business on February 22, 2016 (the "Record Date"), payable on March 4, 2016. Each MTW stockholder received one share of MFS common stock for every share of MTW common stock held as of the close of business on the Record Date.
In these Condensed Consolidated Financial Statements, unless otherwise indicated, references to Manitowoc, MTW and the Company, refer to The Manitowoc Company, Inc. and its consolidated subsidiaries after giving effect to the Spin-Off, or, in the case of information as of dates or for periods prior to the Spin-Off, the consolidated entities of the Crane business and certain other assets and liabilities that were historically held at the MTW corporate level but were specifically identifiable and attributable to the Crane business. The Company is a leading providers of engineered lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, and boom trucks.
As a result of the Spin-Off, the Condensed Consolidated Financial Statements and related financial information reflect MFS operations, assets and liabilities, and cash flows as discontinued operations for all periods presented. Refer to Note 2, "Discontinued Operations," for additional information regarding the Spin-Off.
Subsequent to the Spin-Off, the management team determined that Manitowoc has one reportable segment, the Crane business. The Company identified its segment using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance.
In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income for the three and six months ended June 30, 2016 and 2015, the cash flows for the same six-month periods, and the financial position at June 30, 2016 and December 31, 2015, and except as otherwise discussed, such adjustments consist of only those of a normal recurring nature.  The interim results are not necessarily indicative of results for a full year and do not contain information included in the Company’s annual consolidated financial statements and notes for the year ended December 31, 2015.  Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements.  However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.
Certain prior period amounts have been reclassified to conform to the current period presentation. All dollar amounts, except share and per share amounts, are in millions of dollars throughout the tables included in these notes unless otherwise indicated.
During the first quarter of 2016, in conjunction with the Spin-Off, the Company identified an out-of-period adjustment related to deferred tax assets which originated prior to 2010, whereby the Company had understated the deferred tax assets by $6.2 million at each balance sheet date prior to March 31, 2016. In the first quarter of 2016, the Company recorded an adjustment to the deferred tax assets and the income tax provision on continuing operations to record the out-of-period adjustment.  Additionally, the Company identified an out-of-period adjustment in MFS’ deferred tax assets, which also originated prior to 2010, whereby the Company had understated the deferred tax assets by $2.9 million at each balance sheet date prior to March 31, 2016. In the first quarter of 2016, prior to the Spin-Off, the Company recorded an adjustment to the deferred tax assets and the income tax provision on discontinued operations to correct the out-of-period adjustment.  The Company does not believe that these adjustments were material to its Condensed Consolidated Financial Statements.
During the second quarter of 2016, the Company identified two adjustments to the previously issued financial statements for the three months ended March 31, 2016. In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections and ASC Topic 250-10-S99-1, Assessing Materiality. The Company determined that these errors were not material to the Company's prior interim period consolidated financial statements and therefore, amendment of the previously filed report was not required. However, the Company determined that the impact of the corrections would be too significant to record

5



within the second quarter of 2016. As such, the revision for the corrections is reflected in the financial information of the applicable prior periods in this Form 10-Q filing.
The adjustments identified during the second quarter of 2016 are as follows:
Adjustment related to accumulated other comprehensive loss ("AOCL"), whereby the Company had understated loss on debt extinguishment by $4.3 million, overstated income tax expense by $0.8 million, and understated loss from continuing operations by $3.5 million in the first quarter of 2016. The adjustment also resulted in an overstatement of AOCL and understatement of retained earnings by $2.6 million as of March 31, 2016.
Adjustment related to the classification of income tax expense between continuing operations and discontinued operations in the three months ended March 31, 2015, whereby the Company had understated the benefit for taxes on continuing operations, and understated the income tax provision on discontinued operations by $2.1 million.
A summary of the adjustments on the impacted financial statement line items in the Condensed Consolidated Statements of Operations as revised and as previously presented in the March 31, 2016, Form 10-Q is as follows:
 
Three Months Ended
March 31, 2016
 
Three Months Ended
March 31, 2015
 
As revised
 
As previously presented
 
As revised
 
As previously presented
Loss on debt extinguishment
$
(76.3
)
 
$
(72.0
)
 
$

 
$

Loss from continuing operations before taxes on income
(82.8
)
 
(78.5
)
 
(32.9
)
 
(32.9
)
Provision (benefit) for taxes on income
121.5

 
122.3

 
(9.5
)
 
(7.4
)
Loss from continuing operations
(204.3
)
 
(200.8
)
 
(23.4
)
 
(25.5
)
Discontinued operations:
 
 
 
 
 
 
 
(Loss) income from discontinued operations, net of income taxes
(3.2
)
 
(3.2
)
 
15.0

 
17.1

Net loss
$
(207.5
)
 
$
(204.0
)
 
$
(8.4
)
 
$
(8.4
)
 
 
 
 
 
 
 
 
Loss per common share - basic and diluted
 
 
 
 
 
 
 
  Loss from continuing operations
$
(1.50
)
 
$
(1.47
)
 
$
(0.17
)
 
$
(0.19
)
  (Loss) income from discontinued operations
(0.02
)
 
(0.02
)
 
0.11

 
0.13

  Loss per common share
$
(1.52
)
 
$
(1.49
)
 
$
(0.06
)
 
$
(0.06
)

2. Discontinued Operations
On March 4, 2016, Manitowoc completed the Spin-Off of MFS. The financial results of MFS are presented as income (loss) from discontinued operations, net of income taxes in the Condensed Consolidated Statements of Operations. The following table presents the financial results of MFS through the date of the Spin-Off for the indicated periods and do not include corporate overhead allocations:

6



Major classes of line items constituting earnings from discontinued operations before income taxes related to MFS
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in millions)
 
2016
 
2015
 
2016
 
2015
Net sales
 
$

 
$
407.7

 
$
219.6

 
$
753.1

 
 
 
 
 
 
 
 
 
Cost of sales
 

 
280.1

 
141.5

 
518.4

Engineering, selling and administrative expenses
 

 
65.2

 
48.3

 
141.1

Amortization expense
 

 
7.9

 
5.2

 
15.7

Restructuring expense
 

 
(0.5
)
 
0.3

 
0.4

Separation expense
 
0.7

 
8.3

 
27.7

 
9.8

Other
 

 
0.5

 

 
0.5

Total operating costs and expenses
 
0.7

 
361.5

 
223.0

 
685.9

(Loss) earnings from operations
 
(0.7
)
 
46.2

 
(3.4
)
 
67.2

Other (expense) income
 

 
(0.2
)
 
(1.8
)
 
2.2

(Loss) earnings from discontinued operations before income taxes
 
(0.7
)
 
46.0

 
(5.2
)
 
69.4

(Benefit) provision for taxes on earnings
 

 
16.4

 
(1.3
)
 
24.7

(Loss) earnings from discontinued operations, net of income taxes
 
$
(0.7
)
 
$
29.6

 
$
(3.9
)
 
$
44.7

 
The assets and liabilities of MFS have been classified as discontinued operations as of December 31, 2015. No assets or liabilities of MFS are reflected on the Company's Condensed Consolidated Balance Sheet as of June 30, 2016. These amounts consisted of the following carrying amounts in each major class at December 31, 2015.
Carrying amounts of major classes of assets and liabilities included as part of discontinued operations related to MFS
 
 
(in millions)
 
 
December 31,
2015
Assets
 
 
 
Cash and temporary investments
 
 
$
31.9

Restricted cash
 
 
0.6

Accounts receivable - net
 
 
63.8

Inventories - net
 
 
145.9

Other current assets
 
 
12.0

Property, plant and equipment - net
 
 
116.3

Goodwill
 
 
845.8

Other intangible assets - net
 
 
519.5

Other long-term assets
 
 
16.2

Long-term assets held for sale
 
 
3.7

Total major classes of assets of discontinued operations
 
 
$
1,755.7

 
 
 
 
Liabilities
 
 
 
Accounts payable and accrued expenses
 
 
$
271.6

Current portion of long-term debt
 
 
0.4

Other current liabilities
 
 
40.0

Long-term debt
 
 
2.3

Deferred income taxes
 
 
167.9

Pension
 
 
29.3

Postretirement health and other benefit obligations
 
 
3.0

Other non-current liabilities
 
 
17.3

Total major classes of liabilities of discontinued operations
 
 
$
531.8


7



Manitowoc and MFS entered into several agreements in connection with the separation, including a transition services agreement ("TSA"), separation and distribution agreement, tax matters agreement, intellectual property matters agreement, and an employee matters agreement.
Pursuant to the TSA, Manitowoc, MFS and their respective subsidiaries are providing various services to each other on an interim, transitional basis. Services being provided by Manitowoc include, among others, finance, information technology and certain other administrative services. The services generally commenced on March 4, 2016 and are expected to terminate within 12 months of that date. Billings by Manitowoc under the TSA are recorded as a reduction of the costs to provide the respective service in the applicable expense category.
During the three months ended June 30, 2016 and 2015, the Company recorded $0.7 million and $8.3 million, respectively, of separation costs related to the Spin-Off. During the six months ended June 30, 2016 and 2015 the Company recorded $27.7 million and $9.8 million, respectively, of separation costs related to the Spin-Off. Separation costs consist primarily of professional and consulting fees, and are included in the results of discontinued operations.
The following selected financial data of various other businesses disposed of prior to 2014, consisting primarily of administrative costs, for the three and six months ended June 30, 2016 and 2015, is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the businesses operated as stand-alone entities. 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in millions)
 
2016
 
2015
 
2016
 
2015
Net sales
 
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
 
Pretax (loss) income from discontinued operations
 
(0.1
)
 
0.1

 
(0.1
)
 
(0.1
)
Provision for taxes on income
 

 
0.1

 

 

Net loss from discontinued operations
 
$
(0.1
)
 
$

 
$
(0.1
)
 
$
(0.1
)
In 2014, the Company sold its interest in Manitowoc Dong Yue. Subsequent to the sale, Manitowoc Dong Yue had approximately $17.3 million of third party debt outstanding under a loan agreement entered into during the first quarter of 2014 that the Company has fully guaranteed. The loan is fully secured by Manitowoc Dong Yue’s fixed assets as well as finished goods inventory. Manitowoc Dong Yue is repaying the loan over a four-year period, with the last payment due on December 31, 2017.
3. Acquisitions and Disposals
Foodservice businesses
On October 21, 2015, MFS acquired the remaining 50.0% of outstanding shares of a joint venture in Thailand. Welbilt Thailand is a manufacturer of kitchen equipment in Southeast Asia. The purchase price, net of cash acquired, was approximately $5.3 million. Allocation of the purchase price resulted in $1.4 million of goodwill and $4.2 million of intangible assets. The results of Welbilt Thailand were included in the results of MFS since the date of acquisition, and, thus, are now classified in discontinued operations.
On December 7, 2015, Manitowoc announced the completion of the sale of a non-material MFS subsidiary, Kysor Panel Systems, a manufacturer of wood frame and high-density rail panel systems for walk-in freezers and coolers for the retail and convenience-store markets. The sale price for the transaction was approximately $85 million, with cash proceeds received of approximately $78 million, which were used to reduce outstanding debt. As a result of the Spin-Off, the results of this business are classified in discontinued operations.
4. Fair Value of Financial Instruments
The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 by level within the fair value hierarchy.  Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

8



 
Fair Value as of June 30, 2016
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
Current Assets:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
0.3

 
$

 
$
0.3

Commodity contracts

 
0.1

 

 
0.1

Total current assets at fair value
$

 
$
0.4

 
$

 
$
0.4

Current Liabilities:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
5.3

 
$

 
$
5.3

Commodity contracts

 
0.1

 

 
0.1

Total current liabilities at fair value
$

 
$
5.4

 
$

 
$
5.4

 
Fair Value as of December 31, 2015
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
Current Assets:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
0.3

 
$

 
$
0.3

Total current assets at fair value
$

 
$
0.3

 
$

 
$
0.3

Current Liabilities:
 

 
 

 
 

 
 

Foreign currency exchange contracts
$

 
$
1.1

 
$

 
$
1.1

Commodity contracts

 
0.7

 

 
0.7

   Interest rate swap contracts: Float-to-fixed

 
1.7

 

 
1.7

Total current liabilities at fair value
$

 
$
3.5

 
$

 
$
3.5

Non-current Liabilities:
 
 
 
 
 
 
 
Interest rate swap contracts: Float-to-fixed
$

 
$
0.6

 
$

 
$
0.6

Foreign currency exchange contracts

 
0.1

 

 
0.1

Total non-current liabilities at fair value
$

 
$
0.7

 
$

 
$
0.7

The fair value of the Company's 12.750% Senior Secured Second Lien Notes due 2021 was $280.3 million as of June 30, 2016. The fair value of the Company’s 8.50% Senior Notes due 2020 was $623.1 million as of December 31, 2015 and the fair value of the Company’s 5.875% Senior Notes due 2022 was $310.6 million as of December 31, 2015; these Senior Notes were redeemed on March 3, 2016. The fair values of the Company’s previously outstanding Term Loans under its Prior Senior Credit Facility, which was replaced by the ABL Revolving Credit Facility (as defined in N ote 9, “Debt”) on March 3, 2016, were as follows as of December 31, 2015: Term Loan A - $307.7 million and Term Loan B - $116.7 million. The Term Loans were repaid in conjunction with the Spin-Off. See Note 9, “Debt,” for a description of the debt instruments and their related carrying values.
Accounting Standards Codification ("ASC") Topic 820-10, “Fair Value Measurement,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820-10 classifies the inputs used to measure fair value into the following hierarchy:
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
The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company

9



estimates the fair value of its Senior Notes and previously outstanding Term Loans based on quoted market prices of the instruments; because these markets are typically thinly traded, the assets and liabilities are classified as Level 2 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, deferred purchase price notes on receivables sold (see Note 10, “Accounts Receivable Securitization”) and short-term variable debt, including any amounts outstanding under the ABL Revolving Credit Facility, approximate fair value, without being discounted as of June 30, 2016 and December 31, 2015, due to the short-term nature of these instruments.
As a result of its global operating and financing activities, the Company is exposed to market risks from changes in interest rates, foreign currency exchange rates and commodity prices, which may adversely affect the Company’s operating results and financial position. When deemed appropriate, the Company minimizes these risks through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and the Company does not use leveraged derivative financial instruments. The foreign currency exchange, commodity and interest rate contracts are valued through an independent valuation source that uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified within Level 2.

10



5. Derivative Financial Instruments
Use of derivative instruments is consistent with the overall business and risk management objectives of the Company.  Derivative instruments may be used to manage business risk within limits specified by the Company’s risk policy and to manage exposures that have been identified through the risk identification and measurement process, provided that they clearly qualify as “hedging” activities as defined in the risk policy.  Use of derivative instruments is not automatic, nor is it necessarily the only response to managing pertinent business risk.  Use is permitted only after the risks that have been identified are determined to exceed defined tolerance levels and are considered to be unavoidable. The Company does not enter into derivative transactions for speculative or trading purposes.
The primary risks managed by the Company by using derivative instruments are interest rate risk, commodity price risk and foreign currency exchange risk.  Interest rate swaps are used to manage interest rate or fair value risk.  Swap contracts on various commodities are used to manage the price risk associated with forecasted purchases of materials used in the Company’s manufacturing processes.  The Company also enters into various foreign currency derivative instruments to manage foreign currency risk associated with the Company’s projected foreign currency denominated purchases, sales, and receivable and payable balances.
ASC Topic 815-10, “Derivatives and Hedging,” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position.  In accordance with ASC Topic 815-10, the Company designates commodity swaps, foreign currency exchange contracts, and float-to-fixed interest rate derivative contracts as cash flow hedges of forecasted purchases of commodities and purchases and sales currencies, and of variable rate interest payments.  Also in accordance with ASC Topic 815-10, the Company designates fixed-to-float interest rate swaps as fair market value hedges of fixed rate debt, which synthetically swap the Company’s fixed rate debt to floating rate debt.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.  In the next twelve months, the Company estimates that $0.2 million of unrealized losses net of tax related to commodity price and currency exchange rate hedging will be reclassified from other comprehensive income into earnings.  Foreign currency and commodity hedging is generally completed prospectively on a rolling basis for between twelve and twenty-four months, respectively, depending on the type of risk being hedged.
As of June 30, 2016 and December 31, 2015, the Company had the following outstanding commodity and foreign currency exchange contracts that were intended to hedge forecasted transactions:
Designated Hedging Instruments
 
Units Hedged
 
 
 
 
Commodity
 
June 30, 2016
 
December 31, 2015
 
Unit
 
Type
Natural Gas
 
64,688

 
175,617

 
MMBtu
 
Cash Flow
Steel
 
5,570

 
4,811

 
Tons
 
Cash Flow
 
Designated Hedging Instruments
 
Units Hedged
 
 
Short Currency
 
June 30, 2016
 
December 31, 2015
 
Type
European Euro
 
30,002,158

 

 
Cash Flow
South Korean Won
 
1,034,848,360

 
1,533,257,930

 
Cash Flow
Singapore Dollar
 
3,000,000

 
1,800,000

 
Cash Flow
United States Dollar
 
1,324,560

 

 
Cash Flow
Japanese Yen
 
328,727,300

 
245,915,700

 
Cash Flow
As of December 31, 2015, the Company had $175.0 million notional amount of float-to-fixed interest rate swaps outstanding related to Term Loan A under the Prior Senior Credit Facility that were designated as cash flow hedges. As a result, $175.0 million of Term Loan A was hedged at an interest rate of 1.635%, plus the applicable spread based on the Consolidated Total Leverage Ratio of the Company as defined under the Prior Senior Credit Facility at December 31, 2015.
As of June 30, 2016 and December 31, 2015, the Company had no outstanding fixed-to-float interest rate swaps related to the Senior Notes.

11



See Note 9, “Debt,” for a description of the debt instruments.
For derivative instruments that are not designated as hedging instruments under ASC Topic 815-10, the gains or losses on the derivatives are recognized in current earnings within Other income, net in the Condensed Consolidated Statements of Operations.  As of June 30, 2016 and December 31, 2015, the Company had the following outstanding foreign currency exchange contracts that were not designated as hedging instruments:
Non Designated Hedging Instruments
 
Units Hedged
 
 
 
 
 
Short Currency
 
June 30,
2016
 
December 31, 2015
 
 
Recognized Location
 
Purpose
European Euro
 
8,612,505

 
20,490,320

 
 
Other income, net
 
Accounts Payable and Receivable Settlement
United States Dollar
 
2,852,568

 
17,321,106

 
 
Other income, net
 
Accounts Payable and Receivable Settlement
Japanese Yen
 
320,074,648

 
70,518,463

 
 
Other income, net
 
Accounts Payable and Receivable Settlement
British Pound Sterling
 

 
4,840,238

 
 
Other income, net
 
Accounts Payable and Receivable Settlement
Singapore Dollar
 

 
500,000

 
 
Other income, net
 
Accounts Payable and Receivable Settlement
The fair value of outstanding derivative contracts designated as hedging instruments and recorded as assets in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 was as follows:
Designated Hedging Instruments
 
 
 
ASSET DERIVATIVES
 
 
 
 
June 30, 2016
 
December 31, 2015
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Other current assets
 
$
0.3

 
$
0.3

Commodity contracts
 
Other current assets
 
0.1

 

Total derivatives designated as hedging instruments
 
 
 
$
0.4

 
$
0.3

Total asset derivatives
 
 
 
$
0.4

 
$
0.3


12



The fair value of outstanding derivative contracts recorded as liabilities in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 was as follows:
 
 
 
 
LIABILITY DERIVATIVES
 
 
 
 
June 30, 2016
 
December 31, 2015
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Accounts payable and accrued expenses
 
$
0.6

 
$
0.2

Commodity contracts
 
Accounts payable and accrued expenses
 
0.1

 
0.7

Interest rate swap contracts: Float-to-fixed
 
Accounts payable and accrued expenses
 

 
1.7

Commodity contracts
 
Other non-current liabilities
 

 
0.1

Interest rate swap contracts: Float-to-fixed
 
Other non-current liabilities
 

 
0.6

Total derivatives designated as hedging instruments
 
 
 
$
0.7

 
$
3.3

 
 
 
 
LIABILITY DERIVATIVES
 
 
 
 
June 30, 2016
 
December 31, 2015
(in millions)
 
Balance Sheet Location
 
Fair Value
Derivatives NOT designated as hedging instruments
 
 
 
 

 
 

Foreign exchange contracts
 
Accounts payable and accrued expenses
 
$
4.7

 
$
0.9

Total derivatives NOT designated as hedging instruments
 
 
 
$
4.7

 
$
0.9

 
 
 
 
 
 
 
Total liability derivatives
 
 
 
$
5.4

 
$
4.2




13



6. Inventories
The components of inventories as of June 30, 2016 and December 31, 2015 are summarized as follows:
(in millions)
 
June 30,
2016
 
December 31,
2015
Inventories — gross:
 
 

 
 

Raw materials
 
$
126.3

 
$
155.3

Work-in-process
 
112.9

 
116.3

Finished goods
 
343.6

 
263.8

Total inventories — gross
 
582.8

 
535.4

Excess and obsolete inventory reserve
 
(49.4
)
 
(46.2
)
Net inventories at FIFO cost
 
533.4

 
489.2

Excess of FIFO costs over LIFO value
 
(33.5
)
 
(36.6
)
Inventories — net
 
$
499.9

 
$
452.6

7. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the year ended December 31, 2015 and the six months ended June 30, 2016 are as follows:
(in millions)
 
Total
Balance as of January 1, 2015
 
$
325.3

Foreign currency impact
 
(18.8
)
Balance as of December 31, 2015
 
306.5

Foreign currency impact
 
1.0

Gross balance as of June 30, 2016
 
307.5

Accumulated asset impairments
 

Net balance as of June 30, 2016
 
$
307.5

The Company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles — Goodwill and Other” for its single reporting unit, cranes.
The Company performs an annual impairment review at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs impairment reviews using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Goodwill is then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.
As of June 30, 2016, the Company performed its annual impairment analysis relative to goodwill and indefinite-lived intangible assets, and based on those results, no impairment was indicated. The Company continually monitors market conditions and determines if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. In the event the Company determines that assets are impaired in the future, the Company would recognize a non-cash impairment charge, which could have a material adverse effect on the Company’s Condensed Consolidated Balance Sheet and Results of Operations.
The gross carrying amount, accumulated amortization and net book value of the Company’s intangible assets other than goodwill at June 30, 2016 and December 31, 2015 are as follows:

14



 
 
June 30, 2016
 
December 31, 2015
(in millions)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book
Value
Trademarks and tradenames
 
$
94.9

 
$

 
$
94.9

 
$
94.2

 
$

 
$
94.2

Customer relationships
 
10.3

 
(7.4
)
 
2.9

 
10.4

 
(7.1
)
 
3.3

Patents
 
29.3

 
(27.5
)
 
1.8

 
29.1

 
(26.6
)
 
2.5

Engineering drawings
 
10.3

 
(9.8
)
 
0.5

 
10.2

 
(9.3
)
 
0.9

Distribution network
 
18.5

 

 
18.5

 
18.4

 

 
18.4

Other intangibles
 
0.4

 
(0.3
)
 
0.1

 
0.3

 
(0.3
)
 

Total
 
$
163.7

 
$
(45.0
)
 
$
118.7

 
$
162.6

 
$
(43.3
)
 
$
119.3

Amortization expense for the three months ended June 30, 2016 and 2015 was $0.8 million and $0.7 million, respectively.
Amortization expense for the six months ended June 30, 2016 and 2015 was $1.5 million and $1.5 million, respectively.
8. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at June 30, 2016 and December 31, 2015 are summarized as follows:
(in millions)
 
June 30,
2016
 
December 31,
2015
Trade accounts payable
 
$
228.7

 
$
268.5

Interest payable
 
12.3

 
13.2

Employee related expenses
 
58.9

 
60.1

Restructuring expenses
 
11.3

 
6.5

Profit sharing and incentives
 
6.1

 
2.4

Deferred revenue - current
 
11.9

 
13.3

Income taxes payable
 
1.0

 
4.4

Miscellaneous accrued expenses
 
65.3

 
67.9

Total
 
$
395.5

 
$
436.3


15



9. Debt
Outstanding debt at June 30, 2016 and December 31, 2015 is summarized as follows:
(in millions)
 
June 30, 2016
 
December 31, 2015
Term loan A
 
$

 
$
312.8

Term loan B
 

 
119.5

Senior notes due 2020
 

 
613.1

Senior notes due 2022
 

 
299.2

Senior secured second lien notes due 2021
 
248.7

 

Other
 
48.5

 
66.3

Deferred financing costs
 
(5.0
)
 
(13.3
)
Total debt
 
292.2

 
1,397.6

Short-term borrowings and current portion of long-term debt
 
(17.2
)
 
(67.2
)
Long-term debt
 
$
275.0

 
$
1,330.4

On March 3, 2016, the Company entered into a $225.0 million Asset Based Revolving Credit Facility (as amended, the "ABL Revolving Credit Facility") by and among the Company and certain of its domestic and German subsidiaries, as borrowers, the lenders party thereto, Wells Fargo Bank, N.A. as Administrative Agent, and Wells Fargo Bank N.A., JP Morgan Chase Bank, N.A. and Goldman Sachs Bank USA as Joint Lead Arrangers. The ABL Revolving Credit Facility includes a $75.0 million Letter of Credit Facility, $10.0 million of which is available to the German borrower, with a term of 5 years.
Loans made under the ABL Revolving Credit Facility are subject to a borrowing base and are secured by certain inventories and fixed assets of the Company and the guarantors and are guaranteed by the material direct and indirect subsidiaries of the Company.
The ABL Revolving Credit Facility contains a Fixed Charge Coverage springing financial covenant, which measures the ratio of (i) consolidated earnings before interest, taxes, depreciation, amortization and other adjustments (Adjusted EBITDA), as defined in the credit agreement, to (ii) fixed charges, as defined in the related credit agreement. The financial covenant is triggered only if the Company fails to maintain minimum levels of availability under the credit facility. If triggered, the Company must maintain a Minimum Fixed Charge Coverage Ratio of 1.00 to 1.00.
The ABL Revolving Credit Facility includes customary representations and warranties, events of default and customary covenants, including without limitation: limitations on indebtedness, capital expenditures, restricted payments, disposals, investments, and acquisitions.
The ABL Revolving Credit Facility replaced the $1,050.0 million Third Amended and Restated Credit Agreement (the “Prior Senior Credit Facility”), which the Company entered into on January 3, 2014. The Prior Senior Credit Facility included three different loan facilities. The first was a revolving facility with a five year term in the amount of $500.0 million. The second facility was Term Loan A in the aggregate amount of $350.0 million, with a term of five years. The third facility was Term Loan B in the aggregate amount of $200.0 million, with a term of seven years.
The termination of the Prior Senior Credit Facility resulted in a loss of $5.9 million related to the write-off of deferred financing expenses.
As of December 31, 2015, the Company had $175.0 million notional amount of float-to-fixed interest rate swaps outstanding related to Term Loan A under the Prior Senior Credit Facility that were designated as cash flow hedges. As a result, $175.0 million of Term Loan A was hedged at an interest rate of 1.635%, plus the applicable spread based on the Consolidated Total Leverage Ratio of the Company as defined under the Prior Senior Credit Facility. Interest rate swaps were terminated concurrent with the separation resulting in a loss of $4.3 million.
On February 18, 2016, the Company entered into an indenture with Wells Fargo Bank, N.A., as trust and collateral agent, and completed the sale of $260.0 million aggregate principal amount of its 12.750% Senior Secured Second Lien Notes due August 15, 2021 (the "2021 Notes"). Interest on the 2021 Notes is payable semi-annually in February and August of each year. The 2021 Notes were sold pursuant to exemptions from registration under the Securities Act of 1933, as amended.
The 2021 Notes are guaranteed by certain of the Company's 100% owned domestic subsidiaries. These subsidiaries also guarantee the Company's obligations under the ABL Revolving Credit Facility together with certain of the Company's German

16



subsidiaries. The 2021 Notes contain affirmative and negative covenants that limit, among other things, the Company's ability to redeem or repurchase its debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, and create or become subject to liens and include customary events of default. If an event of default occurs and is continuing with respect to the 2021 Notes, then the trustee or the holders of at least 25% of the principal amount of the outstanding 2021 Notes may declare the principal and accrued interest to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, all unpaid principal of, unamortized discount, and accrued and unpaid interest on all outstanding 2021 Notes will become due and payable immediately.
The notes are redeemable, at the Company’s option, in whole or in part from time to time, at any time prior to February 15, 2019, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued but unpaid interest to the date of redemption. In addition, the Company may redeem the 2021 Notes in whole or in part for a premium at any time on or after February 15, 2019. The following would be the principal and premium paid by the Company, expressed as percentages of the principal amount thereof, if it redeems the 2021 Notes during the periods as set forth below:
Start Date (on or after)
End Date (prior to)
Percentage
2/15/2019
2/15/2020
106.375
%
2/15/2020
8/15/2020
103.188
%
8/15/2020
8/15/2021
100.000
%
In addition, at any time prior to February 15, 2019, the Company is permitted to, at its option, use the net cash proceeds of one or more public equity offerings to redeem up to 35% of the 2021 Notes at a redemption price of 112.75%, plus accrued but unpaid interest, if any, to the date of redemption; provided that (1) at least 65.0% of the principal amount of the 2021 Notes outstanding remains outstanding immediately after any such redemption; and (2) the Company makes such redemptions not more than 90 days after the consummation of any such public offering. Further, the Company is required to offer to repurchase the 2021 Notes for cash at a price of 101% of the aggregate principal amount, plus accrued and unpaid interest, if any, upon the occurrence of a change of control triggering event.
On March 3, 2016, the Company redeemed its previously outstanding 8.50% Senior Notes due 2020 (the “Prior 2020 Notes”) and 5.875% Senior Notes due 2022 (the “Prior 2022 Notes” and, together with the 2021 Notes and Prior 2020 Notes, the "Senior Notes") for $625.5 million and $330.5 million, or 104.250% and 110.167% as expressed as a percentage of the principal amount, respectively.
The redemption of the Prior 2020 Notes resulted in a loss on debt extinguishment of $31.5 million during the first quarter of 2016 and consisted of $24.6 million related to the redemption premium and $6.9 million related to the write-off of deferred financing fees. Previously monetized derivative assets related to fixed-to-float interest rate swaps were treated as an increase to the debt balance of the Prior 2020 Notes and were being amortized to interest expense over the life of the original swap. As a result of the redemption, the remaining monetization balance of $11.8 million as of March 3, 2016, was amortized as a reduction to interest expense during the first quarter of 2016.
The redemption of the Prior 2022 Notes resulted in a loss on debt extinguishment of $34.6 million during the first quarter of 2016 and consisted of $31.2 million related to the redemption premium and $3.4 million related to write-off of deferred financing fees. Previously, derivative liabilities related to termination of fixed-to-float swaps were treated as a decrease to the debt balance of the Prior 2022 Notes and were being amortized to interest expense over the life of the original swap. As a result of the redemption, the remaining balance of $0.7 million as of March 3, 2016 was amortized as an increase to interest expense during the first quarter of 2016.
Outstanding balances under the Company's Prior Senior Credit Facility and Prior 2020 and 2022 Notes were repaid with proceeds from the 2021 Notes and a cash dividend from MFS in conjunction with the Spin-Off.
As of June 30, 2016, the Company had outstanding $48.5 million of other indebtedness that has a weighted-average interest rate of approximately 5.26%.  This debt includes outstanding line of credit balances and capital lease obligations in its Americas, Asia-Pacific and European regions.
The Company had no borrowings on the ABL Revolving Credit Facility during the quarter ended June 30, 2016. The interest rate of the ABL Revolving Credit Facility fluctuates based on excess availability.  Had the Company borrowed as of June 30, 2016, the spreads for LIBOR and Prime borrowings were 1.50% and 0.50%, respectively, with excess availability of approximately $173.4 million, which represents revolver borrowing capacity of 197.7 million less letters of credit outstanding of 24.3 million.

17



As of June 30, 2016, the Company had no interest rate swaps outstanding related to its Senior Notes.
The balance sheet values of the Senior Notes as of June 30, 2016 and December 31, 2015 are not equal to the face value of the Senior Notes because of original issue discounts and gains (losses) of previously terminated fixed-to-float interest rate hedges (see Note 5, "Derivative Financial Instruments" for more information), respectively, which are included in the applicable balance sheet values.
Effective January 1, 2016, the Company adopted ASC No. 2015-03 and has classified its net deferred financing costs as a direct deduction from long-term debt versus as a deferred asset.
As of June 30, 2016, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and the 2021 Notes.  Based upon the Company's current plans and outlook, management believes the Company will be able to comply with these covenants during the subsequent twelve months.
10. Accounts Receivable Securitization
The Company maintains an accounts receivable securitization program with a commitment size of $75.0 million, whereby transactions under the program are accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.”  Sales of trade receivables under the program are reflected as a reduction of accounts receivable in the accompanying Condensed Consolidated Balance Sheets, and the proceeds received, including collections on the deferred purchase price notes, are included in cash flows from operating activities in the accompanying Condensed Consolidated Statements of Cash Flows.  The Company deems the interest rate risk related to the deferred purchase price notes to be de minimis, primarily due to the short average collection cycle of the related receivables (i.e., less than 60 days) as noted below.
On March 3, 2016, the Company entered into a Receivables Purchase Agreement ("RPA") among Manitowoc Funding, LLC ("MTW Funding"), as Seller, The Manitowoc Company, Inc., as Servicer, and Wells Fargo Bank, N.A., as Purchaser and as Agent. The RPA replaced the Fifth Amended and Restated Receivables Purchase Agreement dated December 15, 2014.
Under the RPA (and the related Purchase and Sale Agreements referenced in the RPA), the Company’s domestic trade accounts receivable are sold to MTW Funding which, in turn, sells, conveys, transfers and assigns to a third-party financial institution (“Purchaser”), all of MTW Funding's rights, title and interest in to a pool of receivables to the Purchaser.
The Purchaser receives ownership of the pool of receivables, in each instance. New receivables are purchased by MTW Funding and resold to the Purchaser as cash collections and reduce previously sold investments. The Company acts as the servicer (in such capacity, the "Servicer") of the receivables and, as, such administers, collects and otherwise enforces the receivables. The Servicer is compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. The Servicer initially receives payments made by obligors on the receivables but is required to remit those payments to the Purchaser in accordance with the RPA. The Purchaser has no recourse for uncollectible receivables.
Trade accounts receivables sold to the Purchaser and being serviced by the Company totaled $45.9 million and $64.2 million as of June 30, 2016 and December 31, 2015, respectively. 
Due to an average collection cycle of less than 60 days for such accounts receivable, as well as, the Company’s collection history, the fair value of the Company’s deferred purchase price notes approximates book value.  The fair value of the deferred purchase price notes recorded as of June 30, 2016 and December 31, 2015 was $37.3 million and $54.1 million, respectively, and is included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets.
The securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the Company to meet specified financial tests, which include a minimum fixed charge coverage ratio which is the same as the covenant ratio required per the ABL Revolving Credit Facility. As of June 30, 2016, the Company was in compliance with all affirmative and negative covenants inclusive of the financial covenants pertaining to the RPA, as amended. Based on management’s current plans and outlook, it believes the Company will be able to comply with these covenants during the subsequent twelve months.
11.  Income Taxes
For the three months ended June 30, 2016, the Company recorded income tax expense of $0.7 million compared to an income tax benefit of $1.7 million for the three months ended June 30, 2015. For the six months ended June 30, 2016, the Company recorded income tax expense of $122.2 million, compared to an income tax benefit of $11.2 million for the six months ended June 30, 2015. The increase in the Company’s tax expense for the six months ended June 30, 2016 relative to the prior year

18



relates primarily to a non-cash charge of $120.2 million in relation to the valuation allowance associated with the Company’s domestic federal and state deferred tax assets and attributes in connection with the Spin-Off. In addition to the non-cash charge related to the valuation allowance, the Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates.
The Company has reserved all of its domestic net deferred tax assets as of June 30, 2016, with a valuation allowance in accordance with the provisions of ASC 740, “Income Taxes," which requires an estimation of the recoverability of the recorded income tax asset balances. As of June 30, 2016, the Company has recorded $120.2 million of valuation allowances attributable to its domestic net deferred tax assets. The determination of recording and releasing valuation allowances against deferred tax assets is made, in part, pursuant to the Company’s assessment as to whether it is more likely than not that the Company will generate sufficient future taxable income against which benefits of the deferred tax assets may or may not be realized.
The Company will continue to periodically evaluate its valuation allowance requirements in light of changing facts and circumstances, and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to, or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s income tax provision, and could have a material effect on operating results.
The Company’s unrecognized tax benefits, excluding interest and penalties, were $16.4 million as of June 30, 2016, and $19.4 million as of December 31, 2015. During the next twelve months, it is reasonably possible that $0.6 million of the unrecognized tax benefits, if recognized, would affect the annual effective tax rate.
The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves.  As of June 30, 2016, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows.  However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.

19



12. Earnings Per Share
The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2015
 
2016
 
2015
Basic weighted average common shares outstanding
137,138,220

 
136,130,861

 
136,869,066

 
135,887,738

Effect of dilutive securities

 
1,855,038

 

 
1,543,827

Diluted weighted average common shares outstanding
137,138,220

 
137,985,899

 
136,869,066

 
137,431,565

For the three months ended June 30, 2016 and June 30, 2015, 4.2 million and 2.2 million, respectively, of common shares issuable upon the exercise of stock options were anti-dilutive and were excluded from the calculation of diluted shares. For the six months ended June 30, 2016 and June 30, 2015, respectively, 4.2 million and 2.2 million of common shares issuable upon the exercise of stock options were anti-dilutive and were excluded from the calculation of diluted shares.
For the three and six months ended June 30, 2016, the total number of potentially dilutive options was 1.6 million and 1.1 million, respectively. Because the Company had a loss from continuing operations for the quarter, these dilutive options were not included in the computation of diluted net loss per common share since doing so would decrease the loss per share.
No dividends were paid during each of the six months ended June 30, 2016 and June 30, 2015.
13.  Stockholders’ Equity
The following is a roll forward of retained earnings for the six months ended June 30, 2016 and 2015:
(in millions)
 
Retained Earnings
Balance at December 31, 2015
 
$
539.5

Net loss
 
(212.4
)
Distribution of MFS
 
51.2

Balance at June 30, 2016
 
$
378.3

(in millions)
 
Retained Earnings
Balance at December 31, 2014
 
$
486.9

Net income
 
14.9

Balance at June 30, 2015
 
$
501.8

Authorized capitalization consists of 300 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock.  None of the preferred shares have been issued.
Currently, the Company has authorization to purchase up to 2.4 million shares of common stock at management’s discretion; however, the Company has not purchased any shares of its common stock under this authorization since 2006.

20



(in millions)
 
Gains and Losses on Cash Flow Hedges
 
Pension & Postretirement
 
Foreign Currency Translation
 
Total
Balance at December 31, 2015
 
$
(3.8
)
 
$
(82.6
)
 
$
(121.4
)
 
$
(207.8
)
Other comprehensive (loss) income before reclassifications
 
(2.7
)
 

 
49.2

 
46.5

Amounts reclassified from accumulated other comprehensive income
 
4.3

 
1.2

 

 
5.5

Net current period other comprehensive income
 
1.6

 
1.2

 
49.2

 
52.0

Distribution of MFS
 
2.1

 
44.5

 
2.1

 
48.7

Balance at March 31, 2016
 
(0.1
)
 
(36.9
)
 
(70.1
)
 
(107.1
)
Other comprehensive loss before reclassifications
 

 

 
(17.4
)
 
(17.4
)
Amounts reclassified from accumulated other comprehensive (loss) income
 
(0.1
)
 
1.2

 

 
1.1

Net current period other comprehensive (loss) income
 
(0.1
)
 
1.2

 
(17.4
)
 
(16.3
)
Balance at June 30, 2016
 
$
(0.2
)
 
$
(35.7
)
 
$
(87.5
)
 
$
(123.4
)
(in millions)
 
Gains and Losses on Cash Flow Hedges
 
Pension & Postretirement
 
Foreign Currency Translation
 
Total
Balance at December 31, 2014
 
$
(6.3
)
 
$
(95.0
)
 
$
(29.2
)
 
$
(130.5
)
Other comprehensive loss before reclassifications
 
(6.9
)
 

 
(62.8
)
 
(69.7
)
Amounts reclassified from accumulated other comprehensive income
 
2.8

 
1.4

 

 
4.2

Net current period other comprehensive (loss) income
 
(4.1
)
 
1.4

 
(62.8
)
 
(65.5
)
Balance at March 31, 2015
 
(10.4
)
 
(93.6
)
 
(92.0
)
 
(196.0
)
Other comprehensive income before reclassifications
 
1.0

 

 
8.6

 
9.6

Amounts reclassified from accumulated other comprehensive income
 
3.3

 
1.4

 

 
4.7

Net current period other comprehensive income
 
4.3

 
1.4

 
8.6

 
14.3

Balance at June 30, 2015
 
$
(6.1
)
 
$
(92.2
)
 
$
(83.4
)
 
$
(181.7
)

21



The following is a reconciliation of the reclassifications out of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2016:
 
 
Three Months Ended
June 30, 2016
 
Six Months Ended
June 30, 2016
 
 
(in millions)
 
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
 
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
 
Recognized Location
Gains and losses on cash flow hedges
 
 
 
 
 
 
  Commodity contracts
 
$
0.1

 
$
(1.0
)
 
Cost of sales
  Interest rate swap contracts: Float-to-fixed
 

 
(4.3
)
 
Interest expense
 
 
0.1

 
(5.3
)
 
Total before tax
 
 

 
1.1

 
Tax benefit
 
 
$
0.1

 
$
(4.2
)
 
Net of tax
Amortization of pension and postretirement items
 
 
 
 
 
 
  Actuarial losses
 
$
(1.2
)
 
$
(2.4
)
(a)
 
 
 
(1.2
)
 
(2.4
)
 
Total before tax
 
 

 

 
Tax benefit
 
 
$
(1.2
)
 
$
(2.4
)
 
Net of tax
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(1.1
)
 
$
(6.6
)
 
Net of tax
(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 17, “Employee Benefit Plans,” for further details).
 
 
Three Months Ended
June 30, 2015
 
Six Months Ended
June 30, 2015
 
 
(in millions)
 
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
 
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
 
Recognized Location
Gains and losses on cash flow hedges
 
 
 
 
 
 
  Foreign exchange contracts
 
$
(4.0
)
 
$
(7.2
)
 
Cost of sales
  Commodity contracts
 
(0.7
)
 
(1.4
)
 
Cost of sales
  Interest rate swap contracts: Float-to-fixed
 
(0.6
)
 
(1.2
)
 
Interest Expense
 
 
(5.3
)
 
(9.8
)
 
Total before tax
 
 
2.0

 
3.7

 
Tax benefit
 
 
$
(3.3
)
 
$
(6.1
)
 
Net of tax
Amortization of pension and postretirement items
 
 
 
 
 
 
  Actuarial losses
 
$
(1.9
)
 
$
(3.8
)
(a)
 
 
 
(1.9
)
 
(3.8
)
 
Total before tax
 
 
0.5

 
1.0

 
Tax benefit
 
 
$
(1.4
)
 
$
(2.8
)
 
Net of Tax
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(4.7
)
 
$
(8.9
)
 
Net of Tax
(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 17, “Employee Benefit Plans,” for further details).
14.  Stock-Based Compensation

22



The Company’s 2013 Omnibus Incentive Plan (the “2013 Omnibus Plan”) was approved by shareholders on May 7, 2013 and replaced several of the Company's incentive plans (collectively referred to as the "Prior Plans"). No new awards may be granted under the Prior Plans; however, outstanding awards under the Prior Plans will continue in force and effect until vested, exercised, forfeited or expired pursuant to their terms. The 2013 Omnibus Plan provides for both short-term and long-term incentive awards for employees and non-employee directors. Stock-based awards may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares or performance unit awards. The total number of shares of the Company’s common stock originally available for awards under the 2013 Omnibus Plan was 8.0 million shares, and the amount is subject to adjustment for stock splits, stock dividends and certain other transactions or events in the future. On March 20, 2016, the Board of Directors approved an amendment to the 2013 Plan to reflect the effect of the Spin-Off in accordance with the 2013 Plan’s provisions governing such adjustments; as a result, a total of 28,184,595 shares were available for future awards under the 2013 Plan as of that date.
Performance shares are earned based on the extent to which performance goals are met over the applicable performance period.  The performance goals and the applicable performance period vary for each grant year. The performance goals for the performance shares granted in 2016 are based fifty percent (50%) on total shareholder return relative to peers and fifty percent (50%) on the weighted average return on invested capital (ROIC) over the three-year performance period. Shares granted in 2014 were modified as of the Spin-Off date such that payout will be at target with service through December 31, 2016. Depending on the foregoing factors, the number of shares granted could range from zero to 1.6 million and zero to 0.1 million for the 2016 and 2014 performance share grants, respectively. Due to the Spin-Off, awards with performance conditions other than service were not granted in 2015.
The Company granted options to acquire 1.8 million and 0.4 million shares of common stock to employees during the six months ended June 30, 2016 and 2015, respectively.  In addition, the Company issued a total of 1.4 million restricted stock units ("RSUs") to employees and directors during the six months ended June 30, 2016 and 0.4 million restricted stock units to employees and directors during the six months ended June 30, 2015.  The RSUs granted to employees vest on the third anniversary of the grant date. The RSUs granted to directors vest on the second anniversary of the grant date.
In April 2015, the Company issued a total of 0.4 million restricted stock awards ("RSAs") to employees as retention awards to provide additional incentive for the employees to continue in employment and contribute toward the successful completion of the Spin-Off. As of June 30, 2016, 0.3 million RSAs remain outstanding. Under the retention agreements, each employee was granted RSAs that will vest on the second anniversary of the Spin-Off if the employee has been continuously employed with MTW, MFS or an affiliate through that second anniversary.
Stock-based compensation expense was $1.5 million and $1.7 million for the three months ended June 30, 2016 and 2015, respectively.  Stock-based compensation expense was $2.8 million and $5.8 million for the six months ended June 30, 2016 and 2015, respectively. The Company recognizes stock-based compensation expense over the stock-based awards' vesting period.
On March 4, 2016, in connection with the Spin-Off, the Company adjusted its outstanding equity awards in accordance with the terms of the employee matters agreement. For purposes of the vesting of these equity awards, continued employment or service with MTW or with MFS is treated as continued employment for purposes of these awards. Stock options, RSUs and RSAs granted for MTW common stock prior to March 4, 2016 were generally converted into the same number of MTW stock options (with an adjusted exercise price), RSUs and RSAs, as well as, an equal number of MFS stock options, RSUs and RSAs. The underlying performance conditions for the RSUs are consistent with MTW’s original performance targets and future measurement periods. As no incremental fair value was awarded as a result of the adjustments, the modifications did not result in significant incremental compensation expense.
15.  Contingencies and Significant Estimates
The Company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses.  Based on the facts presently known, the Company does not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations or cash flows.
As of June 30, 2016, various product-related lawsuits were pending.  To the extent permitted under applicable law, all of these are insured with self-insurance retention levels and/or coverage with outside insurers.  The Company’s self-insurance retention levels vary by business and have fluctuated over the last 10 years.  The high-end of the Company’s self-insurance retention level is a legacy product liability insurance program inherited in the Grove acquisition for cranes manufactured in the United States for occurrences from January 2000 through October 2002.  As of June 30, 2016, the largest self-insured retention level for new occurrences currently maintained by the Company is $2.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.

23



Product liability reserves in the Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 were $22.1 million and $21.9 million, respectively; $5.3 million and $2.8 million, respectively, was reserved specifically for actual cases and $16.8 million and $19.1 million, respectively, for claims incurred but not reported, which were estimated using actuarial methods.  Based on the Company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims.  Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.
As of June 30, 2016 and December 31, 2015, the Company had reserved $45.9 million and $43.9 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Condensed Consolidated Balance Sheets.  Certain of these warranty and other related claims involve matters in dispute that ultimately are resolved by negotiation, arbitration or litigation.
It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of the Company’s historical experience.  Presently, there are no reliable methods to estimate the amount of any such potential changes.
The Company is involved in numerous lawsuits involving asbestos-related claims in which the Company is one of numerous defendants.  After taking into consideration legal counsel’s evaluation of such actions, the current political environment with respect to asbestos-related claims, and the liabilities accrued with respect to such matters, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company.
The Company is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
16. Guarantees
The Company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments.  These initial transactions are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the customer’s third party financing agreement.  The deferred revenue included in other current and non-current liabilities as of June 30, 2016 and December 31, 2015 was $34.5 million and $43.0 million, respectively.  The total amount of residual value guarantees and buyback commitments given by the Company and outstanding as of June 30, 2016 and December 31, 2015 was $38.5 million and $42.9 million, respectively.  These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the units.  The residual value guarantees and buyback commitments expire at various times through 2018. 
During the six months ended June 30, 2016 and 2015, the Company sold $3.4 million and $0.9 million, respectively, of additional long-term notes receivable to third party financing companies. The Company guarantees the collection of some percentage (up to 100%) of notes sold to the financing companies.  The Company has accounted for the sales of the notes as a financing of receivables.  The receivables remain on the Company’s Condensed Consolidated Balance Sheets, net of payments made, in other current and non-current assets, and the Company has recognized an obligation equal to the net outstanding balance of the notes in other current and non-current liabilities in the Condensed Consolidated Balance Sheets.  The cash flow benefit of these transactions is reflected in financing activities in the Condensed Consolidated Statements of Cash Flows.  During the six months ended June 30, 2016 and 2015, the customers paid $8.5 million and $10.2 million, respectively, on the notes to the third party financing companies.  As of June 30, 2016 and December 31, 2015, the outstanding balance of the notes receivable guaranteed by the Company was $19.3 million and $24.4 million, respectively.
See Note 2, “Discontinued Operations,” for discussion of debt guaranteed by the Company related to Manitowoc Dong Yue.
In the normal course of business, the Company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the Company.  The warranty generally provides that products will be free from defects for periods ranging from 12 to 60 months with certain equipment having longer-term warranties.  If a product fails to comply with the Company’s warranty, the Company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products.  The Company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized.  These costs primarily include labor and materials, as necessary, associated with repair or replacement.  The primary factors that affect the Company’s warranty liability include the number of units shipped and historical and anticipated warranty claims.  As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.  Below is a table

24



summarizing the warranty activity for the six months ended June 30, 2016 and the year ended December 31, 2015:
(in millions)
 
Six Months Ended June 30, 2016
 
Year Ended
December 31, 2015
Balance at beginning of period
 
$
43.9

 
$
50.2

Accruals for warranties issued during the period
 
23.5

 
49.8

Settlements made (in cash or in kind) during the period
 
(21.9
)
 
(52.7
)
Currency translation
 
0.4

 
(3.4
)
Balance at end of period
 
$
45.9

 
$
43.9

17. Employee Benefit Plans
The Company provides certain pension, health care and death benefits for eligible retirees and their dependents.  The pension benefits are funded, while the health care and death benefits are not funded but are paid as incurred.  Eligibility for coverage is based on meeting certain years of service and retirement qualifications.  These benefits may be subject to deductibles, co-payment provisions, and other limitations.  The Company has reserved the right to modify these benefits.
As part of the Spin-Off, and in accordance with the employee matters agreement referred to in Note 2, "Discontinued Operations," certain combined plans were split between MTW and MFS. Accordingly, the Company transferred to MFS pension obligations associated with its active, retired and other former employees for those impacted defined benefit pension plans. The allocation of plan assets was determined in accordance with applicable ERISA (Employee Retirement Income Security Act of 1974), Internal Revenue Service and other jurisdictional requirements.
The components of periodic benefit costs for three and six months ended June 30, 2016 and June 30, 2015 are as follows:
 
 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
 
 
 
 
 
 
Postretirement
 
 
 
 
 
Postretirement
 
 
U.S.
 
Non-U.S.
 
Health and
 
U.S.
 
Non-U.S.
 
Health and
 
 
Pension
 
Pension
 
Other
 
Pension
 
Pension
 
Other
(in millions)
 
Plans
 
Plans
 
Plans
 
Plans
 
Plans
 
Plans
Service cost - benefits earned during the period
 
$

 
$
0.4

 
$

 
$

 
$
0.9

 
$
0.1

Interest cost of projected benefit obligations
 
1.7

 
0.6

 
0.4

 
3.9

 
2.2

 
0.9

Expected return on plan assets
 
(1.4
)
 
(0.5
)
 

 
(3.2
)
 
(1.7
)
 

Amortization of actuarial net loss
 
0.9

 
0.3

 

 
2.1

 
0.7

 

Net periodic benefit costs
 
1.2

 
0.8

 
0.4

 
2.8

 
2.1

 
1.0

Net periodic benefit costs associated with MFS
 

 

 

 
0.4