MANITOWOC CO INC

Previous wording

macroeconomic conditions, including inflation, elevated interest rates, and tariffs, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on Manitowoc’s ability to convert backlog into revenue which could impact, and has impacted, its financial condition, cash flows, and results of operations (including future uncertain impacts);

Current wording

macroeconomic conditions, including inflation, elevated interest rates, and tariffs, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on Manitowoc’s ability to convert backlog into revenue (the timing of sales) which could impact, and has impacted, its financial condition, cash flows, and results of operations (including future uncertain impacts);

Previous wording

adverse changes to trade policy, including export duties, tariffs, import controls and trade barriers (including quotas);

Current wording

uncertainty regarding, and adverse changes to, trade policy, including tariffs, reciprocal tariffs, trade agreements, ongoing negotiations on trade agreements with additional trade partners, legal challenges to certain tariffs authorities, updated guidance from regulators, export duties, import controls and trade barriers (including quotas);

Previous wording

changes in economic or industry conditions generally or in the markets served by Manitowoc, including tariffs;

Current wording

changes in economic or industry conditions generally or in the markets served by Manitowoc;

Previous wording

geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, tariffs, other political and economic conditions and risks and other geographic factors, have had and may continue to lead to market disruptions, including volatility in commodity prices (including oil and gas), raw material and component costs, energy prices, inflation, consumer behavior, supply chain, and credit and capital markets, and could result in the impairment of assets;

Current wording

geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, other political and economic conditions and risks and other geographic factors, have led to and may continue to lead to market disruptions, including volatility in commodity prices (including oil and gas), raw material and component costs, energy prices, inflation, consumer behavior, supply chain, and credit and capital markets, and could result in the impairment of assets;

Previous wording

the ability to complete and appropriately integrate acquisitions, strategic alliances, joint ventures or other significant transactions;

Current wording

the ability to complete and appropriately integrate acquisitions, strategic alliances, joint ventures and other significant transactions;

Previous wording

realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those enhancements, savings, synergies and options;

Current wording

realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those savings, synergies and options;

Previous wording

As of September 30, 2025, total backlog was $666.5 million, an increase of 2.5% from the December 31, 2024 backlog of $650.2 million, and a decrease of 10.2% from the September 30, 2024 backlog of $742.1 million. Backlog was favorably impacted from changes in foreign currency exchange rates by $27.4 million and $11.5 million from December 31, 2024 and September 30, 2024, respectively.

Current wording

As of March 31, 2026, total backlog was $939.9 million, an increase of 18.4% from the December 31, 2025 backlog of $793.5 million, and an increase of 17.8% from the March 31, 2025 backlog of $797.8 million. Backlog was unfavorably impacted by $16.0 million from December 31 2025 and was favorably impacted by $20.7 million from March 31, 2025, from changes in foreign currency exchange rates.

Previous wording

Results of Operations For the Three and Nine Months Ended September 30, 2025 and 2024:

Current wording

Results of Operations For the Three Months Ended March 31, 2026 and 2025:

Previous wording

Consolidated net sales for the three months ended September 30, 2025 increased 5.4% to $553.4 million from $524.8 million in the same period in 2024. This increase was primarily attributable to $17.5 million of higher new machine sales in the Company's tower product line in the EURAF segment, $7.0 million of higher new machine sales in the Americas segment primarily due to favorable product mix, and $8.3 million of higher non-new machine sales. This was partially offset by $13.2 million of lower new machine sales in the MEAP segment primarily due to unfavorable product mix. Net sales were favorably impacted by $11.2 million from changes in foreign currency exchange rates.

Current wording

Consolidated net sales for the three months ended March 31, 2026 increased 5.0% to $494.6 million from $470.9 million in the same period in 2025. This increase was primarily attributable to $14.4 million of higher new machine sales in the Company's tower product line in the EURAF segment and $5.1 million of higher non-new machine sales. This was partially offset by $7.2 million of lower new machine sales in the MEAP segment. Net sales were favorably impacted by $18.9 million from changes in foreign currency exchange rates.

Previous wording

Gross profit for the three months ended September 30, 2025 increased 17.1% to $102.6 million as compared to $87.6 million for the same period in 2024. The increase was primarily due to the higher net sales and favorable product mix, partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment. Gross profit was favorably impacted by $2.0 million from changes in foreign currency exchange rates.

Current wording

Gross profit for the three months ended March 31, 2026 increased 6.1% to $95.3 million as compared to $89.8 million for the same period in 2025. The increase was primarily due to higher revenue partially offset by unfavorable product mix and incremental tariff costs. Gross profit was favorably impacted by $3.4 million from changes in foreign currency exchange rates.

Previous wording

Interest expense for the three months ended September 30, 2025 was $9.8 million as compared to $9.6 million for the same period in 2024. Interest expense increased year-over-year primarily due to higher outstanding balances on the Company's other credit facilities. This was partially offset by lower interest rates on borrowings under the Company's ABL Revolving Credit Facility. See further detail at Note 11, “Debt” to the Condensed Consolidated Financial Statements.

Current wording

Interest expense for the three months ended March 31, 2026 was $8.9 million as compared to $8.7 million for the same period in 2025. Interest expense increased year-over-year primarily due to higher average outstanding balances on the Company's ABL Revolving Credit Facility. See further detail at Note 10, “Debt” to the Condensed Consolidated Financial Statements.

Previous wording

Other expense - net was $0.8 million during the three months ended September 30, 2025 and $4.9 million for the same period in 2024. Other expense - net during the three months ended September 30, 2025 was primarily composed of $0.5 million of pension related costs and $0.2 million of net currency losses. Other expense - net during the three months ended September 30, 2024 was primarily composed of $3.2 million of net currency losses and $1.1 million of non-cash losses associated with the refinancing of the Company's 2026 Notes.

Current wording

Other expense - net was $3.1 million during the three months ended March 31, 2026 and $5.0 million for the same period in 2025. Other expense - net during the three months ended March 31, 2026 was primarily composed of $3.3 million of net currency transaction losses and $0.1 million of pension related costs, partially offset by $0.4 million of interest income. Other expense - net during the three months ended March 31, 2025 was primarily composed of $4.9 million of net currency transaction losses and $0.5 million of pension related costs, partially offset by $0.3 million of interest income.

Previous wording

For the three months ended September 30, 2025, and 2024, the Company recorded a provision for income taxes of $2.5 million and a benefit for income taxes of $0.3 million, respectively. Changes to jurisdictional mix and year-to-date income before income taxes resulted in a provision for income taxes compared to the prior year’s benefit for income taxes. For the nine months ended September 30, 2025 and 2024, the Company recorded a benefit for income taxes of $0.2 million and a provision for income taxes of $3.2 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded a discrete net tax benefit of $0.5 million and a discrete net tax expense of $2.2 million, respectively. The change in discrete taxes along with lower year-to-date income before taxes resulted in a benefit for income taxes for the nine months ended September 30, 2025, compared to the prior year’s provision for income taxes. In addition, the Company's effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates and losses in certain jurisdictions where no tax benefit can be realized.

Current wording

For the three months ended March 31, 2026 and 2025, the Company recorded a benefit for income taxes of $3.3 million and $2.5 million, respectively. In addition, the Company’s effective tax rate varies from the U.S. federal statutory rate of 21% due to results of foreign operations that are subject to income taxes at different statutory rates and losses in certain jurisdictions where no tax benefit can be realized.

Previous wording

Americas segment net sales increased 6.7% for the three months ended September 30, 2025 to $306.4 million from $287.1 million for the same period in 2024. The increase was primarily attributable to $12.3 million of higher non-new machine sales, partially offset by lower new crane shipments.

Current wording

Americas segment net sales increased 3.5% for the three months ended March 31, 2026 to $268.4 million from $259.3 million for the same period in 2025. The increase was primarily attributable to higher non-new machine sales and price realization, partially offset by lower new crane sales.

Previous wording

EURAF segment operating loss increased $4.7 million for the three months ended September 30, 2025 to $10.2 million from $14.9 million for the same period in 2024. The increase in operating loss was primarily attributable to higher engineering, selling, and administrative costs partially offset by higher net sales. Segment operating income was unfavorably impacted by $0.6 million from changes in foreign currency exchange rates.

Current wording

EURAF segment operating loss decreased $6.0 million for the three months ended March 31, 2026 to $5.3 million from $11.3 million for the same period in 2025. The decrease in operating loss was primarily attributable to the higher net sales and favorable product mix, specifically in the towers product line. Segment operating loss was unfavorably impacted by $0.9 million from changes in foreign currency exchange rates.

Previous wording

A summary of cash flows for the nine months ended September 30, 2025 and 2024 are as follows:

Current wording

A summary of cash flows for the three months ended March 31, 2026 and 2025 are as follows:

Previous wording

Cash flows used for operating activities of $68.9 million for the nine months ended September 30, 2025 increased $5.7 million from$63.2 million for the same period in 2024. The increase in net cash used for operating activities was primarily driven by a $43.2 million payment to settle a legal matter with the EPA. This was partially offset by $38.4 million of lower cash used for other operating assets and liabilities.

Current wording

Cash flows provided by operating activities of $27.4 million for the three months ended March 31, 2026 increased $14.5 million from$12.9 million for the same period in 2025. The increase in net cash provided by operating activities was primarily driven by $15.0 million of higher cash provided by the net change in operating assets and liabilities.

Previous wording

Net cash used for investing activities of $37.1 million for the nine months ended September 30, 2025 increased $8.0 million from$29.1 million for the same period 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 $4.8 million of lower proceeds from the sale of property, plant, and equipment. This was partially offset by $9.7 million of lower capital expenditures.

Current wording

Net cash used for investing activities of $7.9 million for the three months ended March 31, 2026 decreased $15.7 million from$23.6 million for the same period in 2025. The decrease in net cash used for investing activities was primarily due to $12.9 million of cash outflows in the prior year related to the purchase of certain assets and territory from Ring Power Corporation and $2.6 million of lower capital expenditures.

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 September 30, 2025 for the six facilities was $47.6 million, with $19.0 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 seven facilities, of which five facilities are denominated in Euros totaling €37.0 million and two facilities denominated in Chinese Yuan totaling ¥80.0 million. On April 2, 2026, the Company cancelled its ¥30.0 million Chinese Yuan denominated facility, reducing total liquidity by $4.4 million. Total U.S. dollar availability as of March 31, 2026 for the seven facilities was $54.4 million, with $4.4 million outstanding.

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 EBITDA, adjusted EBITDA, adjusted operating income, adjusted net loss, adjusted diluted net loss per share ("adjusted DEPS"), adjusted return on invested capital ("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.

Previous wording

Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the trailing twelve-months by the five-quarter average of invested capital. Adjusted NOPAT is calculated for each quarter 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 trailing twelve-months by the five-quarter average of invested capital. Adjusted NOPAT is calculated for each quarter 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 tax assets - net are defined as net income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions.

Previous wording

The Company’s Adjusted ROIC as of September 30, 2025 was 4.8%. Below is the calculation of Adjusted ROIC as of September 30, 2025.

Current wording

The Company’s Adjusted ROIC as of March 31, 2026 was 5.1%. Below is the calculation of Adjusted ROIC as of March 31, 2026 and 2025.

Previous wording

Other non-recurring items - net for the three months ended September 30, 2024 relate to $2.6 million of costs associated with a legal matter with the EPA. Other non-recurring items - net for the nine months ended September 30, 2024 relate to $7.9 million of costs associated with a legal matter with the EPA and $0.2 million of one-time costs.

Current wording

Other non-recurring items – net for the three months ended March 31, 2026 represents the addback of $0.5 million of costs associated with a legal matter and $0.3 million of other one-time costs. Other non-recurring items – net for the three months ended March 31, 2025 represents $8.9 million of costs associated with a legal matter with the U.S. EPA and $0.1 million of one-time costs.

Previous wording

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 and trailing twelve months is summarized as follows.

Current wording

The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the three months ended March 31, 2026 and 2025 and trailing twelve months is summarized as follows.

Previous wording

(1) Other non-recurring items – net for the three months ended December 31, 2024 and the trailing twelve months relate to $1.0 million of costs associated with a legal matter with the EPA.

Current wording

Other non-recurring items - net for the three months ended March 31, 2026 relate to $0.5 million of costs associated with a legal matter and $0.3 million of other one-time costs.

Previous wording

Other expense - net includes net foreign currency (gains) losses, other components of net periodic pension costs, and other items in the three, nine, and trailing twelve months ended September 30, 2025 and the three and nine months ended September 30, 2024.

Current wording

Other expense - net includes net foreign currency (gains) losses, other components of net periodic pension costs, and other items in the three months ended March 31, 2026, the three months ended March 31, 2025, and the trailing twelve months ended March 31, 2026.

Previous wording

Free cash flows is defined as net cash used for operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash used for operating activities to free cash flows for the nine months ended September 30, 2025 and 2024 is summarized as follows.

Current wording

Free cash flows is defined as net cash provided by operating activities less cash outflow from investment in capital expenditures. The reconciliation of net cash provided by operating activities to free cash flows for the three months ended March 31, 2026 and 2025 is summarized as follows.