MANITOWOC CO INC
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
MTW$24.27-0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)
Documents filed as part of this Report.
| (1) | Financial Statements: | |
| The following Consolidated Financial Statements are filed as part of this report under Item 8, “Financial Statements and Supplementary Data.” | ||
| Report of Independent Registered Public Accounting Firm | ||
| Consolidated Statements of Operations | ||
| Consolidated Statements of Comprehensive Income (Loss) | ||
| Consolidated Balance Sheets | ||
| Consolidated Statements of Cash Flows | ||
| Consolidated Statements of Equity | ||
| Notes to Consolidated Financial Statements | ||
| (2) | Financial Statement Schedule: | |
| Schedule II – Valuation and Qualifying Accounts | ||
| Schedule | Description | Filed Herewith |
|---|---|---|
| II | Valuation and Qualifying Accounts | X |
All other financial statement schedules not listed have been omitted since the required information is included in the Consolidated Financial Statements or the Notes thereto, or is not applicable or required under rules of Regulation S-X.
(b) Exhibits:
The exhibits listed in the Exhibit Index below are filed or furnished as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Exhibit No. | Description | Filed/FurnishedHerewith |
| 2 | Master Separation and Distribution Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, dated March 3, 2016. | |
| 3.1 | Amended and Restated Articles of Incorporation, as amended through May 10, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 7, 2019). | |
| 3.2 | Restated By-laws, as amended through April 3, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated April 6, 2020). | |
| 4.1 | Indenture, dated March 25, 2019, between The Manitowoc Company, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 28, 2019). | |
| 4.2 | Form of 9.000% Senior Secured Second Lien Note due 2026 (included as Exhibit 1 to Annex I of Exhibit 4.1). | |
| 4.3 | Description of The Manitowoc Company, Inc.’s Securities (filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference). | |
| 10.1 | Amendment No. 2 to Credit Agreement, dated as of May 19, 2022, among The Manitowoc Company, Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed May 20, 2022). | |
| 10.2** | The Manitowoc Company, Inc. Deferred Compensation Plan, as amended and restated through December 31, 2008 (filed as exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference). | |
| 10.3** | Form of Employment Agreement for Executive Officers (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2021 and incorporated herein by reference). | |
| 10.4** | Form of Indemnity Agreement between the Company and each of the directors, executive officers and certain other employees of the Company (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and incorporated herein by reference). | |
| 10.5** | Supplemental Retirement Plan, as amended and restated through December 31, 2008 (filed as Exhibit 10.6(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference). | |
| 10.6** | The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan, as amended and restated (filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference). | |
| 10.7(a)** | Current Form of Performance Share Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.11(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference). |
| 10.7(b)** | Form of Restricted Stock Award Agreement for Directors under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.7(c)** | Form of Restricted Stock Award Agreement for Employees under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.7(d)** | Current Form of Restricted Stock Unit Award Agreement for Directors under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.11(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference). |
| 10.7(e)** | Current Form of Restricted Stock Unit Award Agreement for Employees under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.11(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference). |
| 10.7(f)** | Current Form of Non-Qualified Stock Option Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.11(f) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and incorporated herein by reference). |
| 10.7(g)** | Form of Incentive Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.7(h)** | Prior Form of Performance Share Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.7(i)** | Prior Form of Restricted Stock Unit Award Agreement for Directors under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.7(j)** | Prior Form of Restricted Stock Unit Award Agreement for Employees under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.7(k)** | Prior Form of Non-Qualified Stock Option Award Agreement under The Manitowoc Company, Inc. 2013 Omnibus Incentive Plan (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2013 and incorporated herein by reference). |
| 10.8** | The Manitowoc Company, Inc. Severance Pay Plan adopted by the Board of Directors as of May 4, 2009 (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, and incorporated herein by reference.) |
| 10.09 | Tax Matters Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated March 3, 2016). |
| 10.10(a) | Employee Matters Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated March 3, 2016). |
| 10.10(b) | Amendment, dated March 28, 2016, to the Employee Matters Agreement, effective as of March 4, 2016, by and between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated March 28, 2016). | |
| 10.11 | Intellectual Property Matters Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated March 3, 2016). | |
| 10.12** | Addendum to the Manitowoc Company, Inc. Omnibus Incentive Plan and Restricted Stock Unit Award Agreement for Restricted Stock Units and Performance Shares Awards made to Participants in France (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020). | |
| 21 | Subsidiaries of The Manitowoc Company, Inc. | X(1) |
| 23.1 | Consent of Deloitte & Touche LLP, the Company's Independent Registered Public Accounting Firm | X(1) |
| 23.2 | Consent of PricewaterhouseCoopers LLP | X(1) |
| 31 | Rule 13a - 14(a)/15d - 14(a) Certifications | X(1) |
| 32.1 | Certification of CEO pursuant to 18 U.S.C. Section 1350 | X(2) |
| 32.2 | Certification of CFO pursuant to 18 U.S.C. Section 1350 | X(2) |
| 97 | The Manitowoc Company, Inc. Compensation Recovery Policy | X(1) |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X(1) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X(1) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X(1) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X(1) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X(1) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X(1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X(1) |
(1) Filed Herewith
(2) Furnished Herewith
** Management contracts and executive compensation plans and arrangements.
(c) Financial Statement Schedule
THE MANITOWOC COMPANY, INC
AND SUBSIDIARIES
Schedule II: Valuation and Qualifying Accounts
For the Years Ended December 31, 2023, 2022 and 2021
(dollars in millions)
| Balance atBeginningof Year | Charge toCosts andExpenses | Utilizationof Reserve | Other,PrimarilyImpact ofForeignExchangeRates | Balanceat endof Year | |
|---|---|---|---|---|---|
| Allowance for credit losses | $8.5 | $— | $(1.3) | $0.1 | $7.3 |
| Deferred tax valuation allowance | $171.4 | $9.1 | $(4.9) | $(5.1) | $170.5 |
| Allowance for credit losses | $7.3 | $0.1 | $(1.8) | $(0.3) | $5.3 |
| Deferred tax valuation allowance | $170.5 | $10.6 | $(4.9) | $(2.1) | $174.1 |
| Allowance for credit losses | $5.3 | $2.3 | $(1.4) | $(0.1) | $6.1 |
| Deferred tax valuation allowance | $174.1 | $1.7 | $(30.2) | $(14.8) | $130.8 |
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