Skip to main content

MANITOWOC CO INC

For the period ended Dec 31, 2025. Filed Feb 18, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 18, 2026

MTW$22.41+3.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-21.

0000950170-25-024838

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-18.

0001193125-26-057356

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 144 previous paragraphs and 147 current paragraphs.

96 unchanged; 37 reworded; 11 added; 9 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Overview: The Manitowoc Company, Inc. (“Manitowoc” or the “Company”) was founded in 1902, and is headquartered in Milwaukee, Wisconsin, United States. Manitowoc, through its wholly-owned subsidiaries, provides high quality, customer-focused lifting products and services world-wide through its Grove, Manitowoc, National Crane, Potain, Shuttlelift, and Upfits by Aspen Equipment brands and its support-focused subsidiary MGX Equipment Services. For more information, visit www.manitowoc.com. The information on our website is not part of this or any other report we file with or furnish to the SEC and is not incorporated herein by reference.

Current report

Orders for the year ended December 31, 2025 increased 22.7% to $2,359.0 million from $1,922.8 million for the same period in 2024. The increase in orders was primarily due to higher demand in the Americas and EURAF segments. This was partially offset by lower demand in the MEAP segment. Orders were favorably impacted by $34.3 million from changes in foreign currency exchange rates.

Current report

Americas segment net sales increased 5.2% in 2025 to $1,259.9 million from $1,197.6 million in 2024. The increase was primarily attributable to higher non-new machine sales and price realization, partially offset by lower new crane shipments.

Current report

EURAF segment operating loss of $42.9 million decreased $3.7 million in 2025 from $46.6 million in 2024. The decrease in operating loss was primarily attributable to higher new sales, partially offset by $19.4 million of higher engineering, selling, and administrative expenses due to the triennial bauma trade show and higher new product development costs. EURAF segment operating loss was unfavorably impacted by $1.7 million from changes in foreign currency exchange rates.

Current report

MEAP segment net sales decreased 13.9% in 2025 to $313.8 million from $364.4 million in 2024. The decrease was primarily attributable to product mix, as we sold more lower revenue units. MEAP net sales were favorably impacted by $3.9 million from changes in foreign currency exchange rates.

Current report

Net cash provided by operating activities of $22.2 million in 2025 decreased $27.0 million from $49.2 million in 2024. The decrease in net cash provided by operating activitieswas primarily driven by a $45.6 million payment to settle a legal matter with the U.S. EPA and associated environmental mitigation project. This was partially offset by $18.3 million of lower cash used for operating assets and liabilities.

Current report

The Company defines adjusted net income as net income plus the addback or subtraction of restructuring and other non-recurring items. Adjusted DEPS is defined as adjusted net income divided by diluted weighted average shares outstanding. Diluted weighted average common shares outstanding are adjusted for the effect of dilutive stock awards when there is net income on an adjusted basis, as applicable. The reconciliation of net income and diluted net income per share to adjusted net income and Adjusted DEPS for the year ended December 31, 2025 and 2024 are summarized as follows. All dollar amounts are in millions, except per share data and share amounts.

Current report

The adjustment in 2025 and 2024 represents the addback of restructuring expense.

Current report

The adjustment in 2025 represents $0.6 million of interest related to settlement of a legal matter with the U.S. EPA. The adjustment in 2024 represents $1.1 million of non-cash losses associated with the refinancing of the Company’s 2026 Notes.

Current report

The adjustment in 2025 represents the net income tax impact of item (2). The adjustment in 2024 represents the net income tax impacts of items (1), (2), and (3) and the removal of a $55.1 million benefit from the release of a valuation allowance.
Removed paragraphs (9)

Previous report

Overview: The Manitowoc Company, Inc. (“Manitowoc” or the “Company”) is a leading provider of engineered lifting solutions headquartered in Milwaukee, Wisconsin, United States. Through its wholly owned subsidiaries, Manitowoc designs, manufacturers, markets, distributes and supports comprehensive product lines of mobile hydraulic cranes, lattice-boom crawler cranes, boom trucks, and tower cranes.

Previous report

Orders for the year ended December 31, 2024 decreased 7.7% to $1,922.8 million from $2,082.3 million for the same period in 2023. The decrease in orders was primarily due to lower demand in the Americas segment as a result of uncertainty related to the U.S. presidential election and the high-interest rate environment, and lower demand in MEAP as a result of slowdowns in China and South Korea.

Previous report

The 2023 effective tax rate was favorably impacted by the release of a $19.0 million valuation allowance and a $3.2 million tax benefit for the favorable resolution of a previously reserved foreign income tax matter. The rate was unfavorably impacted primarily by non-deductible expenses related to a legal matter, additional valuation allowances recorded during the year and the jurisdictional mix of the financial results.

Previous report

Due to the Company’s historic losses, impacts from United States tax reform and full valuation allowances in certain jurisdictions, the effective annual tax rate is not a meaningful measure of the Company’s cash tax position or performance of the business. It is reasonably possible that sufficient positive evidence may result in a requirement to release a portion of certain valuation allowances within the next twelve months. Such changes in the realizability of deferred tax assets will be reflected in continuing operations and could have a material effect on the Company’s financial position and results of operations.

Previous report

Americas segment net sales decreased 1.1% in 2024 to $1,197.6 million from $1,211.2 million in 2023. The decrease was primarily attributable to product mix.

Previous report

EURAF segment operating loss of $46.6 million increased $38.7 million in 2024 from $7.9 million in 2023. The increase in operating loss was primarily attributable to the lower net sales and under absorption of fixed costs due to lower manufacturing volume of tower cranes.

Previous report

MEAP segment net sales increased 5.0% in 2024 to $364.4 million from $347.0 million in 2023. The increase was primarily attributable to $9.3 million of higher non-new machine sales as a result of higher used crane shipments and $8.1 million of higher new machine sales as a result of favorable product mix. This was partially offset by lower realized pricing. MEAP net sales were unfavorably impacted by $2.7 million from changes in foreign currency exchange rates.

Previous report

Net cash provided by operating activities of $49.2 million in 2024 decreased $13.8 million from $63.0 million in 2023. The decrease in net cash provided by operating activities was primarily due to $38.6 million of lower net income adjusted for non-cash items, partially offset by $24.8 million of lower cash use from changes in operating assets and liabilities. The lower cash use was primarily due to $68.1 million of additional cash provided by inventory, $18.3 million of additional cash provided by accounts receivable, $12.5 million of additional cash provided by other assets, partially offset by $74.1 million of higher cash used for accounts payable, accrued expenses, and other liabilities when compared to the prior year.

Previous report

The Company reviewed both positive and negative information, including the most recent three-year cumulative income position, and forecasted taxable earnings to determine the realizability of the deferred tax assets. As a result, the Company reduced the valuation allowances by $57.5 million related to U.S. federal and state deferred tax assets for the year ended December 31, 2024, and $19.0 million related to a foreign jurisdiction for the year ended December 31, 2023. As of December 31, 2024, valuation allowances of $73.4 million remained against deferred tax assets that are not more likely than not to be realized based on positive and negative evidence available as of this time. The realizability of deferred tax assets are continuously monitored and adjusted based on most recent available evidence. As such, valuation allowances may be established or reduced in future periods, which would decrease or increase the provision for income taxes.
Reworded paragraphs (37)

Previous wording

The Company’s backlog as of December 31, 2024 was $650.2 million, a 29.1% decrease from the December 31, 2023 backlog of $917.2 million. The decrease in backlog from December 31, 2023 was primarily attributable to the lower orders as discussed above. Backlog was unfavorably impacted by $12.9 million from changes in foreign currency exchange rates.

Current wording

The Company’s backlog as of December 31, 2025 was $793.5 million, a 22.0% increase from the December 31, 2024 backlog of $650.2 million. The increase in backlog from December 31, 2024 was primarily attributable to the higher orders as discussed above. Backlog was favorably impacted by $32.4 million from changes in foreign currency exchange rates.

Previous wording

Consolidated net sales for the year ended December 31, 2024 decreased 2.2% to $2,178.0 million from $2,227.8 million for the year ended December 31, 2023. The decrease was primarily attributable to lower new crane shipments in the EURAF and MEAP segments. This was partially offset by $16.5 million of higher non-new machine sales primarily due to higher used crane shipments. Net sales were unfavorably impacted by $2.7 million from changes in foreign currency exchange rates.

Current wording

Consolidated net sales for the year ended December 31, 2025 increased 2.9% to $2,240.9 million from $2,178.0 million for the year ended December 31, 2024. The increase was primarily attributable to $50.6 million of higher new tower crane shipments in the EURAF segment, $51.0 million of higher non-new machine sales, and $15.5 million of higher revenue due to price realization and favorable product mix in the Americas segment. This was partially offset by lower new crane shipments in the Americas segment and European mobiles business. Net sales were favorably impacted by $35.3 million from changes in foreign currency exchange rates.

Previous wording

Gross profit for the year ended December 31, 2024 decreased 11.8% to $375.0 million compared to $425.2 million for the year ended December 31, 2023. The decrease was primarily attributable to the lower net sales, unfavorable product mix, and under absorption of fixed costs due to lower manufacturing volume of tower cranes in the EURAF segment.

Current wording

Gross profit for the year ended December 31, 2025 increased 7.9% to $404.7 million compared to $375.0 million for the year ended December 31, 2024. The increase was primarily attributable to the higher net sales and favorable product mix. This was partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment and $6.1 million of net tariff costs.

Previous wording

Engineering, selling, and administrative expenses for the year ended December 31, 2024 decreased 3.8% to $315.7 million compared to $328.3 million for the year ended December 31, 2023. The decrease is primarily due to $12.3 million of lower costs associated with a legal matter with the U.S. Environmental Protection Agency (“U.S. EPA”) and $3.1 million of lower employee-related costs when compared to the prior year. This was partially offset by $2.8 million of higher marketing costs from the Company’s Crane Days event in the U.S. and the China bauma trade show and $5.8 million of higher research and development costs related to new product development.

Current wording

Engineering, selling, and administrative expenses for the year ended December 31, 2025 increased 8.6% to $342.9 million compared to $315.7 million for the year ended December 31, 2024. The increase is primarily due to higher costs for the triennial bauma trade show and $11.6 million of higher employee-related costs when compared to the prior year. This was partially offset by $8.9 million of higher costs associated with a legal matter with the U.S. Environmental Protection Agency (“U.S. EPA”) in the prior year. Engineering, selling, and administrative expenses were unfavorably impacted by $5.6 million from changes in foreign currency exchange rates.

Previous wording

Interest expense for the year ended December 31, 2024 increased 13% to $38.3 million compared to $33.9 million for the year ended December 31, 2023. The increase was primarily due to higher average debt and higher interest rates on borrowings from the Company's ABL revolving credit facility when compared to the prior year. See further detail at Note 10, “Debt,” to the Consolidated Financial Statements.

Current wording

Interest expense for the year ended December 31, 2025 decreased 1.6% to $37.7 million compared to $38.3 million for the year ended December 31, 2024. The decrease was primarily due to lower interest rates on borrowings under the Company's ABL Revolving Credit Facility, partially offset by higher outstanding borrowings on the Company's other credit facilities. See further detail at Note 11, “Debt,” to the Consolidated Financial Statements.

Previous wording

Other expense - net for the year ended December 31, 2023 was $13.0 million and was primarily composed of a $9.3 million non-cash write-off of foreign currency translation adjustments related to the curtailment of operations in Russia and $6.0 million of pension benefit and postretirement health costs. This was partially offset by $3.3 million of net foreign currency transaction gains.

Current wording

Other expense–net for the year ended December 31, 2025 was $2.2 million and was primarily composed of $0.8 million of net foreign currency transaction losses and $1.9 million of pension benefit and postretirement health costs, partially offset by $0.8 million of interest income net of bank fees.

Previous wording

During the year ended December 31, 2024 and 2023 the Company recorded a benefit for income taxes of $44.1 million and a provision for income taxes of $5.0 million, respectively.

Current wording

During the year ended December 31, 2025 and 2024, the Company recorded a provision for income taxes of $5.2 million and a benefit for income taxes of $44.1 million, respectively.

Previous wording

The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment and the Middle East and Asia Pacific (“MEAP”) segment. The segments were identified using the “management approach,” which designates the internal organization that is used by the CEO, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance. Further information regarding the Company’s reportable segments can be found in Note 16, “Segments,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current wording

The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment and the Middle East and Asia Pacific (“MEAP”) segment. The segments were identified using the “management approach,” which designates the internal organization that is used by the CEO, who is also the Company’s Chief Operating Decision Maker

Previous wording

Americas segment operating income of $103.7 million decreased $8.0 million in 2024 from $111.7 million in 2023. The decrease was primarily attributable to the lower sales, unfavorable product mix, and $4.8 million of higher engineering, selling, and administrative expenses.

Current wording

Americas segment operating income of $95.7 million decreased $8.0 million in 2025 from $103.7 million in 2024. The decrease was primarily attributable to lower absorbed costs due to lower manufacturing volume, $7.4 million of higher engineering, selling, and administrative costs, and $6.1 million of net tariff costs. This was partially offset by the higher revenue.

Previous wording

EURAF segment net sales decreased 8.0% in 2024 to $616.0 million from $669.6 million in 2023. The decrease was primarily attributable to a lower number of new crane shipments, partially offset by $8.6 million of higher non-new machine sales, as a result of higher used crane shipments.

Current wording

EURAF segment net sales increased 8.3% in 2025 to $667.2 million from $616.0 million in 2024. The increase was primarily attributable to a higher number of new tower crane shipments, partially offset by lower mobile crane shipments. EURAF net sales were favorably impacted by $31.5 million from changes in foreign currency exchange rates.

Previous wording

MEAP segment operating income of $39.4 million decreased $12.9 million from $52.3 million in 2023. The decrease was primarily attributable to the lower realized price and unfavorable product mix.

Current wording

MEAP segment operating income of $44.6 million increased $5.2 million from $39.4 million in 2024. The increase was primarily attributable to higher absorbed costs due to higher manufacturing volume and favorable product mix, partially offset by lower net sales.

Previous wording

Net cash used for investing activities of $40.4 million in 2024 decreased $31.4 million from $71.8 million in 2023. The decrease in net cash used for investing activities was primarily due to $31.7 million of lower capital expenditures.

Current wording

Net cash used for investing activities of $49.5 million in 2025 increased $9.1 million from $40.4 million in 2024. The increase in net cash used for investing activities was primarily due to $12.9 million of cash outflows related to the purchase of certain assets and territory from Ring Power Corporation and $3.9 million of lower proceeds from the sale of property, plant, and equipment. This was partially offset by $8.2 million of lower capital expenditures.

Previous wording

Net cash provided by financing activities of $6.7 million in 2024 increased $28.1 million from net cash used for financing activities of $21.4 million in 2023. The increase in net cash provided by financing activities was primarily due to $40.7 million of additional proceeds from the revolving credit facility and a $2.8 million increase of proceeds from other debt – net when compared to the prior year. This was partially offset by $7.5 million of payments for other financing activities and $7.4 million of payments for debt issuance costs related to the refinancing of the ABL Revolving Credit Facility and former senior secured second lien notes due April 1, 2026.

Current wording

Net cash provided by financing activities of $54.8 million in 2025 increased $48.1 million from $6.7 million in 2024. The increase in net cash provided by financing activities was primarily due to $39.0 of additional net borrowings under the ABL Revolving Credit Facility, $7.4 million of cash outflows related to debt issuance costs in 2024 which did not occur in 2025, and $5.7 million of cash outflows related to common stock repurchases in 2024 which did not occur in 2025. This was partially offset by $5.7 million of lower net proceeds from other debt.

Previous wording

In addition to the ABL Revolving Credit Facility, the Company has access to committed and non-committed lines of credit to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of December 31, 2024 for the six overdraft facilities is $42.4 million, with $12.1 million outstanding.

Current wording

In addition to the ABL Revolving Credit Facility, the Company has access to committed and non-committed lines of credit to fund working capital in Europe and China. There are six facilities, of which five facilities are denominated in Euros totaling €37.0 million and one facility denominated in Chinese Yuan totaling ¥30.0 million. Total U.S. dollar availability as of December 31, 2025 for the six overdraft facilities is $47.7 million, with $4.3 million outstanding.

Previous wording

The Company has two non-U.S. accounts receivable financing programs with no maximum availability. Transactions under the non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit. Refer to Note 11, “Accounts Receivable Factoring,” to the Consolidated Financial Statements.

Current wording

The Company has two non-U.S. accounts receivable financing programs with a maximum availability of €25.0 million and €40.0 million. Transactions under the non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit. Refer to Note 12, “Accounts Receivable Factoring,” to the Consolidated Financial Statements.

Previous wording

As of December 31, 2024, the Company had buyback commitments outstanding of $29.9 million. This amount is not reduced for amounts the Company would recover from the repossession and subsequent resale of collateral. Refer to Note 18, “Guarantees,” to the Consolidated Financial Statements for further information.

Current wording

As of December 31, 2025, the Company had buyback commitments outstanding of $39.8 million. This amount is not reduced for amounts the Company would recover from the repossession and subsequent resale of collateral. Refer to Note 19, “Guarantees,” to the Consolidated Financial Statements for further information.

Previous wording

As of December 31, 2024, the Company had outstanding debt of $390.2 million with $13.1 million payable within one year. The Company is committed to pay 9.25% of annual interest on the $300.0 million 2031 Notes that mature on October 1, 2031. Additionally, the Company's debt outstanding under the ABL Revolving Credit Facility is subject to variable interest using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, Central Bank Rate ("CBR") or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread. For the year ended December 31, 2024 the Company incurred $7.8 million and $3.3 million of interest on borrowings from the ABL Revolving Credit Facility and other debts, respectively. Refer to Note 10, “Debt,” to the Consolidated Financial Statements for further information.

Current wording

As of December 31, 2025, the Company had outstanding debt of $460.8 million with $13.7 million payable within one year. The Company is committed to pay 9.25% of annual interest on the $300.0 million 2031 Notes that mature on October 1, 2031. Additionally, the Company's debt outstanding under the ABL Revolving Credit Facility is subject to variable interest using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, Central Bank Rate (“CBR”) or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread. For the year ended December 31, 2025 the Company incurred $7.3 million and $2.7 million of interest on borrowings from the ABL Revolving Credit Facility and other debts, respectively. Refer to Note 11, “Debt,” to the Consolidated Financial Statements for further information.

Previous wording

As of December 31, 2024, the Company has purchase obligations of $890.4 million with $601.9 million due within one year. Purchase obligations consist primarily of open purchase orders for raw materials and various components used in the manufacturing process and purchase obligations from agreements with various suppliers that include a right of cancellation.

Current wording

As of December 31, 2025, the Company has purchase obligations of $984.6 million with $604.6 million due within one year. Purchase obligations consist primarily of open purchase orders for raw materials and various components used in the manufacturing process and purchase obligations from agreements with various suppliers that include a right of cancellation.

Previous wording

As of December 31, 2024, the Company had contractual fixed costs related to operating lease commitments of $72.5 million with $15.8 million due within one year. Refer to Note 20, “Leases,” to the Consolidated Financial Statements for further information.

Current wording

As of December 31, 2025, the Company had contractual fixed costs related to operating lease commitments of $82.2 million with $18.2 million due within one year. Refer to Note 21, “Leases,” to the Consolidated Financial Statements for further information.

Previous wording

The Company paid a total of $45.7 million during 2024 for capital expenditures. For the year ended December 31, 2024, depreciation was $60.0 million. The Company anticipates that capital expenditures for 2025 will be approximately $47.0 million, of which approximately $23.0 million is for rental fleet assets.

Current wording

The Company paid a total of $37.5 million during 2025 for capital expenditures, of which $18.8 million is for rental fleet assets. For the year ended December 31, 2025, depreciation was $59.9 million. The Company anticipates that capital expenditures for 2026 will be approximately $45 million to $50 million, of which approximately $25 million is for rental fleet assets.

Previous wording

The Company has unrecognized tax benefits totaling $13.9 million as of December 31, 2024, excluding related interest and penalties. It is reasonably possible that the unrecognized tax benefits could significantly change over the next 12 months. However, due to the highly uncertain nature of resolution and closure on audits, we are unable to estimate the range of impact at this time. Refer to Note 12, “Income Taxes,” to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740 “Income Taxes.”

Current wording

The Company has unrecognized tax benefits totaling $15.7 million as of December 31, 2025, excluding related interest and penalties. It is reasonably possible that the unrecognized tax benefits could significantly change over the next 12 months. However, due to the highly uncertain nature of resolution and closure on audits, we are unable to estimate the range of impact at this time. Refer to Note 13, “Income Taxes,” to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740 “Income Taxes.”

Previous wording

In 2024, cash contributions by the Company to defined benefit pension, postretirement medical, and other defined benefit plans were $9.1 million, and the Company estimates that its contributions in 2025 will be approximately $5.2 million. Cash contributions to the Company’s 401(k) plan were $9.0 million in 2024. Cash contributions to the 401(k) plan earned in 2024 and expected to be paid in 2025 are $3.3 million.

Current wording

In 2025, cash contributions by the Company to defined benefit pension, postretirement medical, and other defined benefit plans were $6.3 million, and the Company estimates that its contributions in 2026 will be approximately $5.4 million. Cash contributions to the Company’s 401(k) plan were $10.5 million in 2025. Cash contributions to the 401(k) plan earned in 2025 and expected to be paid in 2026 are $0.3 million.

Previous wording

The Company maintains a non-qualified supplemental deferred compensation plan for highly compensated and key management employees and for non-employee directors of the Company. The Company contributes a matching contribution for eligible wages above IRS employee compensation limits for 401(k) retirement plans and/or an additional contribution from the Company for each individual participant, which may or may not be made, at the full discretion of the Company based on its performance. In 2024, cash contributions by the Company to the non-qualified supplemental deferred compensation plan were $0.2 million. Cash contributions to the non-qualified supplemental deferred compensation plan earned in 2024 and expected to be paid in 2025 are $0.4 million.

Current wording

The Company maintains a non-qualified supplemental deferred compensation plan for highly compensated and key management employees and for non-employee directors of the Company. The Company contributes a matching contribution for eligible wages above IRS employee compensation limits for 401(k) retirement plans and/or an additional contribution from the Company for each individual participant, which may or may not be made, at the full discretion of the Company based on its performance. In 2025, cash contributions by the Company to the non-qualified supplemental deferred compensation plan were $0.5 million. Cash contributions to the non-qualified supplemental deferred compensation plan earned in 2025 and expected to be paid in 2026 are $0.1 million.

Previous wording

The Company uses EBITDA, adjusted EBITDA, adjusted operating income, Adjusted ROIC and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein.

Current wording

The Company uses adjusted ROIC, adjusted net income, adjusted diluted net income per share (“Adjusted DEPS”), EBITDA, adjusted EBITDA, and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results because these financial measures provide a consistent method of comparing financial performance and are commonly used by investors to assess performance. These non-GAAP financial measures should be considered together with, and are not substitutes for, the GAAP financial information provided herein.

Previous wording

Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the year ended December 31, 2024 by the five-quarter average of invested capital. Adjusted NOPAT is calculated by taking operating income plus the addback of amortization of intangible assets and the addback or subtraction of restructuring expenses, other non-recurring items - net, and provision for income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

Current wording

Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the years ended December 31, 2025 and 2024, by the five-quarter average of invested capital. Adjusted NOPAT is calculated by taking operating income plus the addback of amortization of intangible assets and the addback or subtraction of restructuring expenses, other non-recurring items - net, and provision for income taxes, which is determined using a 15% tax rate. Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

Previous wording

The Company’s Adjusted ROIC for the year ended December 31, 2024 was 6.0%. Below is the calculation of Adjusted ROIC for the year ended December 31, 2024.

Current wording

The Company’s adjusted ROIC for the year ended December 31, 2025 was 5.3%. Below is the calculation of adjusted ROIC for the years ended December 31, 2025 and 2024.

Previous wording

The Company defines EBITDA as net income (loss) before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other income (expense) – net, and certain other non-recurring items.

Current wording

The Company defines EBITDA as net income before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other expense – net, and certain other non-recurring items.

Previous wording

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the years ended December 31, 2024 and 2023 is summarized as follows:

Current wording

The reconciliation of net income to EBITDA, and further to adjusted EBITDA for the years ended December 31, 2025 and 2024 is summarized as follows:

Previous wording

Other expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, and other items in the years ended December 31, 2024 and 2023. Other expense – net for the year ended December 31, 2023 includes a $9.3 million write-off of non-cash foreign currency translation adjustments from the curtailment of operations in Russia.

Current wording

Other expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, and other items in the years ended December 31, 2025 and 2024.

Previous wording

For a more detailed discussion of the Company's accounting policies and the financial instruments that we use, refer to Note 2, “Summary of Significant Accounting Policies,” Note 4, “Fair Value of Financial Instruments,” and Note 10, “Debt,” to the Consolidated Financial Statements.

Current wording

For a more detailed discussion of the Company's accounting policies and the financial instruments that it uses, refer to Note 2, “Summary of Significant Accounting Policies,” Note 5, “Fair Value of Financial Instruments,” and Note 11, “Debt,” to the Consolidated Financial Statements.

Previous wording

The Company's long-term debt primarily consists of $300.0 million on the 2031 Notes and borrowings under its ABL Revolving Credit Facility. Borrowings under the ABL Revolving Credit Facility are subject to variable interest using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, CBR or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread. The variable interest rate is based upon the average availability as of the most recent determination date. As of December 31, 2024, the Company had borrowings on the ABL Revolving Credit Facility of $79.0 million. At any time, the Company could be party to various interest rate swaps in connection with its fixed or floating rate debt. No interest rate swaps were entered into or outstanding during 2024 or 2023. A hypothetical 100 basis point increase/decrease in the average interest rate of the Company's annual average borrowings under its ABL Revolving Credit Facility would have resulted in a $1.2 million increase/decrease to interest expense for the year ended December 31, 2024.

Current wording

The Company's long-term debt primarily consists of $300.0 million on the 2031 Notes and borrowings under its ABL Revolving Credit Facility. Borrowings under the ABL Revolving Credit Facility are subject to variable interest using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, CBR, or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread. The variable interest rate is based upon the average availability as of the most recent determination date. As of December 31, 2025, the Company had borrowings on the ABL Revolving Credit Facility of $144.6 million. At any time, the Company could be party to various interest rate swaps in connection with its fixed or floating rate debt. No interest rate swaps were entered into or outstanding during 2025 or 2024. A hypothetical 100 basis point increase/decrease in the average interest rate of the Company's annual average borrowings under its ABL Revolving Credit Facility would have resulted in a $1.5 million increase/decrease to interest expense for the year ended December 31, 2025.

Previous wording

To mitigate transactional currency exchange risk, the Company, from time-to-time, enters into foreign exchange contracts to 1) reduce the earnings and cash flows impact on non-functional currency denominated receivables and payables and 2) reduce the impact of changes in foreign currency rates between a budgeted rate and the rate realized at the time it recognizes a particular purchase or sale transaction. Gains and losses resulting from hedging instruments either impact the Company’s Consolidated Statements of Operations in the period of the underlying purchase or sale transaction, or offset the foreign exchange gains and losses on the underlying receivables and payables being hedged. The maturities of these foreign exchange contracts coincide with the expected underlying settlement date of the related cash inflow or outflow. The hedges of anticipated transactions are designated as cash flow hedges as required under ASC Topic 815 “Derivatives and Hedging.” As of December 31, 2024, the Company was party to foreign currency forward contracts with a notional value of $129.7 million all of which are carried on the Company’s balance sheet at fair value. As of December 31, 2024, a hypothetical 10% increase or decrease in the exchange rate in the Company’s portfolio of foreign currency contracts would result in a $11.5 million unrealized gain and a $5.6 million unrealized loss, respectively. Consistent with the use of these contracts to neutralize the effect of exchange rate fluctuations, such unrealized losses or gains would be offset by corresponding gains or losses, respectively, in the remeasurement of the underlying transactions being hedged.

Current wording

To mitigate transactional currency exchange risk, the Company, from time-to-time, enters into foreign exchange contracts to 1) reduce the earnings and cash flows impact on non-functional currency denominated receivables and payables and 2) reduce the impact of changes in foreign currency rates between a budgeted rate and the rate realized at the time it recognizes a particular purchase or sale transaction. Gains and losses resulting from hedging instruments either impact the Company’s Consolidated Statements of Operations in the period of the underlying purchase or sale transaction, or offset the foreign exchange gains and losses on the underlying receivables and payables being hedged. The maturities of these foreign exchange contracts coincide with the expected underlying settlement date of the related cash inflow or outflow. The hedges of anticipated transactions are designated as cash flow hedges as required under ASC Topic 815 “Derivatives and Hedging.” As of December 31, 2025, the Company was party to foreign currency forward contracts with a notional value of $108.7 million all of which are carried on the Company’s balance sheet at fair value. As of December 31, 2025, a hypothetical 10% increase or decrease in the exchange rate in the Company’s portfolio of foreign currency contracts would result in a $11.5 million unrealized gain and a $14.1 million unrealized loss, respectively. Consistent with the use of these contracts to neutralize the effect of exchange rate fluctuations, such unrealized losses or gains would be offset by corresponding gains or losses, respectively, in the remeasurement of the underlying transactions being hedged.

Previous wording

Amounts invested in non-U.S. based subsidiaries are translated into U.S. dollars at the exchange rate in effect at year-end. Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as other comprehensive income (loss). The cumulative translation adjustment recorded in other comprehensive income (loss) for the year ended December 31, 2024 was a loss of $20.8 million.

Current wording

Amounts invested in non-U.S. based subsidiaries are translated into U.S. dollars at the exchange rate in effect at year-end. Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as other comprehensive income (loss). The cumulative translation adjustment recorded in other comprehensive income (loss) for the year ended December 31, 2025 was income of $36.3 million.

Previous wording

instead, the Company performs an annual impairment test. The Company has two reporting units with goodwill: Americas – Distribution and MEAP. The date for the annual impairment test is October 31, or more frequently if events or changes in circumstances indicate that the assets might be impaired. To perform its goodwill impairment test, the Company uses a combination of the income approach and market approach with a weighting of 70/30, respectively, to determine the fair value of the MEAP reporting unit. The Company determined a 70% weighting toward the income approach was appropriate as cash flows for the reporting unit are better aligned to the cyclical nature of the crane business and its unique market dynamics. The Company determined a 30% weighting toward the market approach was appropriate as the valuation is indicative of the fair value of the Company and its reporting unit but there is a lack of comparable peer companies. The Company uses only the income approach to determine the fair value of the Americas – Distribution reporting unit due to the lack of comparable peer companies to determine fair value under the market approach. Impairment is determined based on the amount in which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill at the reporting unit.

Current wording

Goodwill, Intangible Assets and Other Long-Lived Assets– The Company accounts for goodwill and intangible assets under the guidance of ASC Topic 350-10, “Intangibles – Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized; instead, the Company performs an annual impairment test. The Company has two reporting units with goodwill: Americas – Distribution and MEAP. The date for the annual impairment test is October 31, or more frequently if events or changes in circumstances indicate that the assets might be impaired. To perform its goodwill impairment test, the Company uses a combination of the income approach and market approach with a weighting of 70/30, respectively, to determine the fair value of the MEAP reporting unit. The Company determined a 70% weighting toward the income approach was appropriate as cash flows for the reporting unit are better aligned to the cyclical nature of the crane business and its unique market dynamics. The Company determined a 30% weighting toward the market approach was appropriate as the valuation is indicative of the fair value of the Company and its reporting unit but there is a lack of comparable peer companies. The Company uses only the income approach to determine the fair value of the Americas – Distribution reporting unit due to the lack of comparable peer companies to determine fair value under the market approach. Impairment is determined based on the amount in which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill at the reporting unit.

Previous wording

As of October 31, 2024, the Company performed its annual goodwill impairment test. The fair values of the Americas - Distribution and MEAP reporting units were 13% and 69%, respectively, in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2024.

Current wording

As of October 31, 2025, the Company performed its annual goodwill impairment test. The fair values of the Americas - Distribution and MEAP reporting units were 28% and 109%, respectively, in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2025.

Previous wording

As of October 31, 2024 the Company performed its annual indefinite-lived intangible assets impairment test. The fair value of the Potain and Grove Tradenames were substantially in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2024.

Current wording

As of October 31, 2025 the Company performed its annual indefinite-lived intangible assets impairment test. The fair value of the Potain and Grove Tradenames were in excess of their carrying values by 83% and 69%, respectively, as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2025.

Previous wording

A considerable amount of management judgment and assumptions are required in performing the goodwill and indefinite-lived asset impairment tests as it relates to the forecast of future revenues and margins, especially considering the limited operating history of Americas – Distribution, and the discount rate, as applicable. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required. Weakening industry or economic trends, disruptions to the Company's business, unexpected significant changes or planned changes in the use of the assets or in entity structure are all factors which may adversely impact the assumptions used in the valuations.

Current wording

A considerable amount of management judgment and assumptions are required in performing the goodwill and indefinite-lived asset impairment tests as it relates to the forecast of future revenues and margins and the discount rate, as applicable. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required. Weakening industry or economic trends, disruptions to the Company's business, unexpected significant changes or planned changes in the use of the assets or in entity structure are all factors which may adversely impact the assumptions used in the valuations.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The 2025 effective tax rate was favorably impacted by a $5.4 million net reduction of the valuation allowance. This benefit was offset by domestic and foreign non-deductible expenses.

Current report — wording carried from elsewhere

(“CODM”), for making decisions about the allocation of resources and assessing performance. Further information regarding the Company’s reportable segments can be found in Note 17, “Segments,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Current report — wording carried from elsewhere

The adjustment in 2024 represents $8.9 million of costs associated with a legal matter with the U.S. EPA and $0.2 million of one-time costs.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Other non-recurring items - net for the year ended December 31, 2024 relate to $8.9 million of costs associated with a legal matter with the U.S. EPA and $0.2 million of one-time costs. Other non-recurring items - net for the year ended December 31, 2023 relate to $21.2 million of costs associated with a legal matter with the U.S. EPA and $0.6 million of one-time costs

Previous report — wording carried elsewhere

Goodwill, Intangible Assets and Other Long-Lived Assets– The Company accounts for goodwill and intangible assets under the guidance of ASC Topic 350-10, “Intangibles – Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized;