UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
[X] | Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 |
For the fiscal year ended December 31, 2001
|
| |
[ ] | 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
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
- --------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 South 16th Street, Manitowoc, Wisconsin 54221-0066
- --------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
Wisconsin | 39-0448110 |
(State or other jurisdiction
of incorporation) | (I.R.S. Employer
Identification Number) |
| |
500 S. 16th Street,
Manitowoc, Wisconsin |
54221-0066
|
(Address of principal executive offices) | (Zip Code) |
(920) 684-4410
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value New York Stock Exchange
(Title of Each Class) (Name of Each Exchange
on Which Registered)
Common Stock Purchase Rights
Common Stock, $.01 Par Value | New York Stock Exchange |
(Title of Each Class) | (Name of Each Exchange on Which Registered) |
Common Stock Purchase Rights | |
Securities Registered Pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant: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 precedingpreceeding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [Yes ( X ]) No [ ]( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ](X)
The Aggregate Market Value on February 21,27, 2001, of the registrant's Common Stock held by non-affiliates of the registrant was $704,959,684$858,443,854 based on the closing per share price of $28.60$35.35 on that date.
The number of shares outstanding of the registrant's Common Stock as of February 21,27, 2001 the record date for determining shareholders entitled to vote at the Annual Meeting as well as the most recent practicable date, were 24,648,940.
24,284,126.
DOCUMENTS INCORPORATED BY REFERENCE
- --------------------------------------------------------------
Portions of registrant's Annual Report to Shareholders for the year ended December 31, 20002001 (the "2000"2001 Annual Report"), are incorporated by reference into Parts I and II of this report. Portions of the registrant's Proxy Statement, to be prepared and filed for the Annual Meeting of Shareholders, dated May 1, 20017, 2002 (the "2001"2002 Proxy Statement"), are incorporated by reference in Part III of this report.
See Index to Exhibits.
PART I
-----------
Item 1. Business
------------
GENERAL
- ---------------
The Manitowoc Company, Inc. is a Wisconsin corporation which
was foundeddiversified industrial manufacturer with leading positions in 1902. Itsits three principal office ismarkets: cranes; foodservice equipment; and marine services in the Great Lakes region. In our crane business, we design, manufacture and market a comprehensive line of crawler cranes, tower cranes and boom trucks with capacities ranging from 10 tons to 1,433 tons. Our cranes are used in a wide variety of applications, including energy, petrochemical and industrial projects, infrastructure development such as road, bridge and airport construction, commercial and high-rise residential construction, mining and dredging. In our foodservice business, we design, manufacture and market full product lines of ice making machines, walk-in and reach-in refrigerator/freezers, fountain beverage delivery systems and other foodservice refrigeration products for the restaurant, lodging, convenience store and institutional foodservice markets. In our marine service business, we provide ship b uilding, repair and maintenance services in the U.S. Great Lakes region. We own four shipyards and operate over 55% of the drydock capacity, based on footage, serving the U.S. Great Lakes commercial fleet. Our principal executive offices are located at 500 South 16th Street, Manitowoc, Wisconsin 54221-0066. The
Manitowoc Company, Inc. (referred to as the "Company" or
"Manitowoc") is a leading manufacturer of engineered capital
goods and support services for selected market segments which
today include Foodservice Equipment, Cranes and Related
Products, and Marine. The Company is principally engaged in:
1) the design and manufacture of commercial ice machines,
ice/beverage dispensers and refrigeration products for the
foodservice, lodging, convenience store, healthcare and the
soft-drink bottling and dispensing industries; 2) the design
and manufacture of cranes and related products which are used
by the energy, petroleum, chemical, construction, mining and
other industries; and 3) ship-repair, conversion, and new
construction services for commercial and military vessels.
54220.
FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
- --------------------------------------------------------------
For information relating to the Company's lines of business and industry segments, see "Management's Discussion and Analysis of Results of Operations and Financial Condition," "Eleven-Year Financial Summary," and Notes 1-15 to Consolidated Financial Statements on pages 26-31, 32-33,24-34, 36-37, and 38-46,42-53, respectively, of the 20002001 Annual Report, which are incorporated herein by reference.
PRODUCTS AND SERVICES
- ----------------------------------------
Cranes and Related Products
Our Crane segment designs and manufactures a diversified line of crawler- and truck-mounted lattice-boom cranes, and hydraulically powered telescopic boom trucks, which we sell under the "Manitowoc" name for use by the energy, petrochemical, construction, mining, pulp and paper and other industries. Our Crane segment also designs and manufactures a diversified line of top slewing and self-erecting cranes, which we sell under the "Potain" name, for use in construction and other industries primarily in Europe, Asia and the U.S. We also specialize in crane rebuilding and remanufacturing services, aftermarket replacement parts for cranes and excavators, and industrial repair and rebuilding services for metal-forming, scrapyard and recycling equipment, which we sell under the "Femco" name. Many of our customers purchase one crane together with several attachments to permit use of the crane in a broader range of lifting applications and other operations. Various crane models combined with available options hav e lifting capacities ranging from approximately 10 to 1,433 U.S. tons and excavating capacities ranging from 3 to 15 cubic yards. We also offer a line of scissor lift aerial platforms and other material handling equipment that are sold under the "Liftlux" and "TKD" names.
Lattice-boom cranes. We market our lattice-boom crawler cranes through our subsidiary, Manitowoc Cranes, Inc., the largest manufacturer of lattice-boom crawlers in North America. Lattice-boom cranes consist of a lattice-boom, which is a fabricated, high-strength steel structure which weighs less and provides higher lifting capacities than a telescopic boom of similar length, mounted on a base which is either crawler- or truck-mounted. The lattice-boom design significantly reduces ground-bearing pressures enabling a lattice-boom crane to pick-and-carry virtually any rated load. The lattice-boom sections, together with the crane base, are transported to and erected at a project site.
We currently offer ten models of lattice-boom cranes with lifting capacities ranging from approximately 80 to 1,433 tons, which are used to lift material and equipment in a wide variety of applications and end markets, including heavy construction, bridge and highway, duty cycle and infrastructure and energy related projects. These cranes are also used by the crane rental industry, which serves all of the above industries.
Lattice-boom crawler cranes may be classified according to their lift capacity--low capacity and high capacity. Low capacity crawler cranes with 150-ton capacity or less are often utilized for general construction and duty cycle applications. We offer two models in this crane category: the Model 111, an 80-ton capacity, self-erecting crawler crane; and the Model 222, a 100-ton capacity, self-erecting crawler crane.
High capacity crawler cranes with greater than 150-ton capacity are utilized to lift materials in a wide variety of applications and are often utilized in heavy construction, energy-related, bridge and highway, and dockside applications. We offer five high-capacity models: the Model 777, a 175-ton capacity, self-erecting crawler crane; the Model 888, a 230-ton capacity, self- erecting crawler crane; the Model 999, a 275-ton capacity, self-erecting crawler crane; the Model 2250, a 300-ton capacity, self-erecting crawler crane; and the Model 21000, a 1,000-ton capacity liftcrane. The Model 999 is one of the largest self-erecting crawler cranes available and offers the industry's first ever, fully interchangeable crawler that can be mounted on either side of the crane base. This allows for shorter set up time, increased reliability and the opportunity to offer our customers the ability to expand their crane fleets at a lower cost.
In April 2001, we announced the upcoming introduction of the Model 555, a 150-ton limited duty- cycle lift crane. The first Model 555 crawler cranes were shipped to customers in the first quarter of 2002.
We also manufacture two lattice-boom, self-erecting truck cranes: the M-250T, a 300-ton capacity crane; and the Model 777T, a 220-ton capacity crane. These cranes serve the same markets as our high capacity, crawler cranes and differ from their crawler counterparts only to the extent that they are mounted onto a truck rather than a crawler, and can travel at highway speeds.
Crawler Crane Attachments. Manitowoc Cranes offers customers various attachments that provide our cranes with greater capacity in terms of height, movement and lifting. Our principal attachments are: MAX-ER(TM) attachment, luffing jibs, tower attachments and RINGER(TM) attachments. The MAX-ER is a trailing, counterweight, heavy-lift attachment that dramatically improves the reach, capacity and lift dynamics of the basic crane to which it is mounted. It can be transferred between cranes of the same model for maximum economy and occupies less space than competitive heavy-lift systems. A luffing jib is a fabricated structure similar to, but smaller than, a lattice-boom. Mounted at the tip of a lattice-boom, a luffing jib easily adjusts its angle of operation permitting one crane with a luffing jib to make lifts at additional locations on the project site. It can be transferred between cranes of the same model to maximize utilization. A RINGER attachment is a high-capacity li ft attachment that distributes load reactions over a large area to minimize ground-bearing pressure. It can also be more economical than transporting and setting up a larger crane.
During 2000, Manitowoc Cranes introduced several new attachments, including the MAX-ER 2000, which boosts the capacity of the Model 2250 lattice-boom crawler from 300 to 500 tons and the Model 21000 from 831 to 1,433 tons, while also providing over 600 feet of reach for the Model 2250 and 640 feet of reach 62 for the Model 21000. In April 2001, we introduced a 78.5-ton luffing jib for the Model 999, which will enable boom-and-jib combinations having a total reach of up to 480 feet.
Tower Cranes. Potain designs and manufactures tower cranes utilized primarily in the building and construction industry. Tower cranes offer the ability to lift and place material more quickly and accurately than other types of lifting machinery without utilizing substantial square footage on the ground. Tower cranes include a stationary vertical tower and a horizontal jib with a counterweight, which is placed near the top of the vertical tower. A load carrying cable runs through a trolley which is on the jib, enabling the load to move along the jib. The jib rotates 360 degrees, which compensates for the crane's inability to move, thus increasing the crane's work area. Operators are primarily located where the jib and tower meet, which provides superior visibility above the worksite. We offer a complete line of tower crane products, including top-slewing, luffing jib, topless, self-erecting, and special cranes for dams, harbors and other large building projects. Top slewin g cranes are the most traditional form of tower cranes.
Top-slewing tower cranes have a tower and multi-sectioned horizontal jib. Suspension cables supporting the jib extend from the tower. These cranes rotate from the top of their mast and can increase in height with the project. Top slewing cranes are transported in separate pieces and assembled at the construction site in one to three days depending on the height. Potain offers over 50 models of top-slewing tower cranes with lifting capabilities ranging between 40 and 2,200 meter-tons. These cranes are generally sold to large building and construction groups, as well as rental companies.
Luffing jib tower cranes, which are a type of top-slewing crane, have an angled rather than horizontal jib. Unlike other tower cranes which have a trolley that controls the lateral movement of the load, luffing jib cranes move their load by changing the angle of the jib. These cranes are transported in separate pieces and assembled at the construction site in one to three days depending on the height. The cranes are utilized primarily in urban areas where space is constrained or in situations where several cranes are installed close together. Potain currently offers 11 models of luffing jib tower cranes with maximum jib lengths of 23 meters.
Self-erecting tower cranes are generally trailer-mounted and unfold from four sections, two for the tower and two for the jib. The smallest of Potain's models unfolds in less than 8 minutes; larger models erect in a few hours. Self-erecting cranes rotate from the bottom of their mast. Potain offers 22 models of self-erecting cranes with lifting capacities ranging between 10 and 80 meter-tons which are utilized primarily in light construction and residential applications.
Boom Trucks. In 2000, we consolidated our hydraulic boom-truck operations under a single new entity--Manitowoc Boom Trucks. The name change represents the unification of operations of our three former boom truck product lines: Manitex, USTC and Pioneer. A boom truck is a hydraulically powered telescopic crane mounted on a truck chassis. Boom trucks are generally lighter and have lower lifting capacities than truck cranes. Additionally, unlike a truck crane, a boom truck can haul up to several thousand pounds of payload on its cargo deck while travelling at highway speeds. Manitowoc Boom Trucks has consolidated its product line offering from 48 different models to 8 on four different platforms: the S-series rear-mounted cranes; the C-series traditional behind-the-cab cranes; the X-series mid- capacity cranes; and the new truck-mounted tower crane design. These models have lifting capacities ranging from 10 to 42 tons, the largest capacity boom truck in the marketplace.
Backlog. The year-end backlog of crane products includes orders that have been placed on a production schedule, and those orders that we have accepted and that we expect to be shipped and billed during the next year. Manitowoc's backlog of unfilled orders for Cranes and Related Products at December 31, 2001 approximated $64.5 million, as compared with $93.4 million a year earlier. The decrease is due to the weakened economic conditions that slowed the sales of our lower-capacity cranes but is also a result of reduced lead times and increased operations throughput as we have implemented flexible manufacturing processes and improved efficiencies. As a result, order rates are a better indicator of business strength than traditional backlog figures. Potain's backlog of unfilled orders for cranes and related products as of December 31, 2000, approximated $56.0 million.
Foodservice Equipment
- ------------------------------
The
Our Foodservice segment consists of eleven business units that
design, manufacturedesigns, manufactures and marketmarkets commercial ice-cube machines and storage bins, ice/beverage dispensers,bins; walk-in refrigerators and freezers,freezers; reach-in refrigerators and freezers,freezers; refrigerated undercounterundercounters and food prep tables,preparation tables; private label residential refrigerators/freezers,freezers; ice/beverage dispensers; post-mix beverage dispensing valves,valves; cast aluminum cold plates,plates; long draw beer dispensing systems,systems; compressor racks and modular refrigeration systems, andsystems; plus backroom beverage equipment distribution services. Products are sold under the following
brand names;names Manitowoc, Kolpak, SerVend, McCall, Harford, Koolaire,
SerVend, Flomatic, Multiplex, MBSCompact, Icetronic and RDI.
Manitowoc Ice, Inc. is the largest company within the
Foodservice segment. Manitowoc
Commercial Ice-Cube Machines and Storage Bins. Ice machines are manufacturedclassified as either dedicated or combination machines and can be further classified by size, capacity and the type of ice they produce. There are four basic types of ice made by ice machines: cubes, flakes, chiplets and nuggets. Machines that make ice-cubes, the most popular type of machine, are used by the foodservice industry for drinks, ice displays and salad bars. The average salad bar uses 35 pounds of cubed ice per day per cubic foot of display area. Flake ice can cool an item faster than any other form of ice and is used to a great extent in a modern, fully-equipped facility locatedprocessing applications, such as keeping meats and seafood fresh as well as in Manitowoc,
Wisconsin. Internationally, medical facilities for use in ice packs. Nuggets, which are made by compacting flaked ice, are used mostly in drink dispensing machines.
Manitowoc Ice has manufacturing
facilities in China and Italy along with established
distribution centers in France, Scotland, and the MERCURSOR
trade region. The Manitowoc Ice product line consists ofmanufactures 22 models of commercial ice-cube machines, offeringserving the foodservice, convenience store, healthcare, restaurant and lodging markets. Our ice-cube machines make ice in cube, flake and chiplet form, and range in daily outputproduction capacities from 45 pounds (21 kgs.) to 2,000 (908 kgs.) pounds
and feature a patented self-cleaning capability.pounds. The iceice-cube machines are complemented by storage bins,either self-contained units, which make and store ice, or modular units, which make, but do not store, ice. We offer the world's only commercial ice making machines with capacities
from 150 to 950 pounds,patented cleaning and optional accessories such assanitizing technology. This feature eliminates the downtime and labor costs associated with periodic cleaning of the water filters and ice baggers.distribution system. All units feature patented technology with environmentally friendly HFChydrofluorocarbon refrigerants. During 2000, Manitowoc Ice, Inc. launched its first ice
flaker, the Series 800 IB-ice machine, and expanded its
product line forWe also manufacture the patented "QuietQube"QuietQube ice-cube machines, which feature CVD, (coolor cool vapor defrost)defrost, technology, operate heat-free, and are 75% quieter than non-CVD units.non- CVD units and produce more ice in a smaller footprint. These new "QuiteQube"QuietQube machines are ideally suited for use i n new restaurants, which often feature more open designs, and for use with the self-service beverage systems increasingly found in quick service restaurants and convenience stores. Manitowoc Ice also
continuesThe QuietQube Ice/Beverage Series is the only ice-cube machine especially made to benefit from its Q-Series ice machines. These
models set an industry standardfit on beverage dispensers. Our ice-cube machines are sold throughout North America, Europe and Asia.
Walk-in Refrigerators and Freezers. Kolpak and Harford-Duracool manufacture modular and fully assembled walk-in refrigerators, coolers and freezers for aesthetic designrestaurants, institutions, commissaries and incorporate plastic and stainless steel components for added
durability and corrosion resistance.
The company is also a significant competitor in the market for
commercial walk-in and reach-inconvenience stores. Walk-in refrigerators and freezers.
Kolpak, McCall,freezers are large, insulated storage spaces fitted with refrigeration systems. Most walk-ins are custom-made from modular insulated panels constructed with steel or aluminum exteriors and Diversified Refrigeration, Inc., acquiredfoamed-in-place urethane insulation. Refrigerator/blower units are installed in 1995, focus on commercial refrigeration productsorder to maintain an even temperature throughout the refrigerated space. Walk-ins come in many models with various types of doors, interior shelving, and viewing windows. Larger units, such as walk-in and reach-in refrigerators/freezers, several types of
food preparation equipment, and private label residential
refrigerators and freezers.
SerVend International, acquiredrefrigerated warehouses, may utilize liquid chillers as a refrigeration system due to their greater efficiency in 1997, offers ice/beverage
dispensers and post-mix dispensing valves for quick-service
restaurants, convenience stores, and the soft drink industry.
In 2000, SerVend broadened its market by introducing a line of
counter-electric beverage dispensers.
On February 17, 2000, the company acquired Beverage Equipment
Supply Company (BESCO), a leading wholesale distributor of
beverage dispensing equipment. BESCO has been integrated into
the Company's Manitowoc Beverage Systems (MBS) operation.
BESCO serves 14 states primarily in the Midwest, is located in
Holland, Ohio, and has a warehouse facility in Lombard,
Illinois. BESCO represents more than 50 different equipment
manufacturers with products ranging from beverage dispensing
equipment and systems to draft beer-dispensing systems.
On March 31, 2000, the company acquired Multiplex Company,
Inc. (Multiplex). Multiplex is headquartered in St. Louis,
Missouri where its production facility is located and has
operations in Frankfurt, Germany and Glasgow, U.K. Multiplex
manufactures soft drink and beer dispensing equipment as well
as water purification systems and supplies leading quick-
service restaurants, convenience stores, and movie theatres.
In addition, Multiplex designs and builds custom applications
to meet the needs of customers with requirements that cannot
be met by conventional dispensing equipment.
On April 7, 2000, the company acquired Harford Duracool, LLC
(Harford), a leading manufacturer of walk-in refrigerators and
freezers. Harford maintains a manufacturing facility in
Aberdeen, Maryland. Harford's primary distribution channels
are foodservice equipment dealers and commercial refrigeration
distributors. Harford's productslarge scale applications. Units range in size from 200 to 60,000 cubic feet. HarfordWe also manufacturesproduce a complete line of modular, temperature-controlled structures for other niche
markets.
On July 27, 2000,express or pre-assembled walk-ins.
Reach-in Refrigerators and Freezers. Reach-in coolers and freezers are typically constructed from stainless steel and have a thick layer of insulation in the Company acquiredwalls, doors and floor. The cabinets have one to three doors, made of either glass or steel, and come in a variety of sizes with storage capabilities up to 72 cubic feet. Although reach-ins resemble household refrigerators, commercial versions utilize few plastic parts, incorporate larger compressor units and do not usually combine refrigerator and freezer compartments in the remaining 31.3
percent of Hangzhou Manitowoc Wanhua Refrigeration Co., its
Chinese joint venture,same unit. These design features stem from the company's partner, Hangzhou
Household Appliance Industrial Corporation. Manitowoc
Hangzhou Refrigeration manufactures the "QM" series ice
machines for Manitowoc and the Chinese market. The QM series
produces a lower capacity of ice per day. It was developed to
meet the needs of customersend-users and heavy duty usage of most reach-ins. For example, in overseas markets that do not
require the high daily outputs of the standard ice making
models. In addition, the operation serves Southeast Asia and
exports productcontrast to the Middle East, Europe,typical household refrigerator, commercial reach-ins may be opened and North America.
On April 9, 1999,closed hundreds of times per day, placing mechanical strain on the Company completedstructure and greatly increasing the acquisitioncooling load on the refrigeration system. McCall Refrigeration produces over 60 self-contained upright and under-counter refrigeration e quipment units, including a full line of reach-ins and refrigerated food preparation equipment for restaurants, institutions and commissaries. We make over 50 standard models of reach-ins plus custom-built units.
Dispensers and Products. Manitowoc Ice, SerVend, Multiplex and Kyees Aluminum Inc., a leading supplier of cooling components
for the major suppliers of fountain soft-drinkproduce ice-cube dispensers, beverage dispensers. Kyees is a technology leader in manufacturingdispensers, ice/beverage dispensers, post-mix dispensing valves and cast aluminum cold plates a key component usedand related equipment for use by quick service restaurants, convenience stores, bottling operations, movie theaters and the soft-drink industry. Ice- cube dispensers come in the form of floor and countertop models with daily production capacities ranging from 45 to 310 pounds, while ice/beverage dispensers include traditional combination ice/beverage dispensers, drop-in dispensers and electric countertop units. Dispensing systems are manufactured for the dispensing of soda, water and beer. Soda systems include remote systems that produce cold carbonated water and chill soft-drink
beverages inincoming water and syrup prior to delivery to dispensing equipment.
On January 11, 1999, the Company completed its acquisition of
Purchasing Support Group (PSG), renamed towers. Beer systems offer technically advanced remote beer delivery systems which are superior by design, allow increased yields, provide bett er under-bar space utilization and allow multiple stations to operate from one central unit.
Manitowoc Beverage Sytems (MBS).Systems, Inc., or MBS, is a systems integrator with nationwide distribution of beverage dispensing and backroom equipment and support system components. ItMBS serves the beverage needs of restaurants, convenience stores and other outlets. MBSIt operates in the Northeast and Atlantic Coast regions, as well as in portions of Arizona, California, Florida, Texas, Georgia Nevada, and Texas. This acquisition has improved the
distribution of Manitowoc's beverage dispensing equipment and
opened new markets.Nevada.
Backlog. The Foodservice Equipment business segment sales are made from
the Company's inventory and sold worldwide through independent
wholesale distributors, chain accounts, and government
agencies. The distribution network now extends to 80
distributors in 70 countries within Western Europe, the Far
East, the Middle East, the Near East, Latin America, North
America, the Caribbean, and Africa. In 2000, the addition of
Multiplex has enabled the Company to increase sales of ice and
refrigeratedbacklog for unfilled orders for our foodservice equipment in Europe.
Since sales are made from the Company's inventory,segment at December 31, 2001 and 2000 was not significant because orders are generally filled within 24 to 48 hours. The backlog for
unfilled orders for Foodservice Equipment at December 31, 2000
Marine
We operate four shipyards located in Sturgeon Bay, Wisconsin; Marinette, Wisconsin; Toledo, Ohio; and 1999 was not significant.
Cranes and Related Products
- -------------------------------------
The Crane segmentCleveland, Ohio. Our shipyard in Sturgeon Bay consists of four business units that design
and manufacture a diversified lineapproximately 55 acres of crawler- and truck-
mounted lattice-boom cranes, hydraulically powered telescopic
boom trucks, rough-terrain forklifts, and material handling
equipment,waterfront property. Four of those acres, which are sold under the "Manitowoc" brand name for
use by the energy, petroleum, chemical, construction, mining,
and other industries. Manyconnect two operating areas of the Company's customers purchase
one crane together with several options to permit useshipyard, are leased under a long term ground lease. Our Sturgeon Bay facilities include approximately 295,000 square feet of the
crane in various lifting applicationsenclosed manufacturing and other operations.
Various crane models combined with available options have
lifting capacities ranging from approximately 10 to 1,400 U.S.
tonsoffice space, a 140 foot by 1,158 foot graving dock, a 250 foot graving dock, and excavating capacities ranging from 3 to 15 cubic
yards. The Companya 600 foot, 7,000-ton, floating dry-dock. We also specializes in crane rebuildinglease shipyard facilities at Toledo and remanufacturing services, aftermarket replacement partsCleveland for cranes and excavators and industrial repair and rebuilding
services for metal forming, scrapyard and recycling equipment,
which are sold under the "Femco" name.
In 2000, Manitowoc Cranes introduced the Model 999 lattice-
boom crane, which meets the international three-meter shipping
standard. Its lifting capacity is 275 tons and can be
transported on any major highway in Europe or North America.
The 999 was the most popular new crane introduction in the
company's history as more than 80 units were sold in the first
seven months on the market.
During 2000, Manitowoc Cranes continued to benefit from the
Model 21000, a 1,000-ton capacity crawler crane that features
the "Octa-trac" crawler system - four sets of dual crawlers
minimizing ground bearing pressure and simplifying
transportation. In addition to delivering exceptional lifting
capacity, the 21000 also provides superior high-reach
capability and can be trucked to a job site, assembled and
ready to work in just 20 hours. Also during 2000, Manitowoc
Cranes continued to expanded its product line by introducing
two MAX-ER attachments that enhance the lifting capacity of
the Model 2250 and 21000.
On January 14, 2000, the Company, through a wholly-owned
subsidiary, acquired certain assets of Pioneer Holdings LLC
(Pioneer), a manufacturer of hydraulic boom trucks, from its
parent company Mega Manufacturing. Pioneer produces five
models of boom trucks with varying lifting capacities sold
under the Pioneer brand name. Pioneer cranes feature an
innovative X-type outrigger system that provides 360-degree
stability and 500-degree rotation capability without any
reduction in lifting capacity.
Following the acquisition of Pioneer, the Company rebranded
and rationalized the three boom truck product lines, Manitex,
USTC, and Pioneer under the Manitowoc brand name. Manitowoc
now offers 48 different models of boom trucks, on four
different platforms.
Femco Machine Co., acquired in 1994, is a manufacturer of
parts for cranes, draglines, and other heavy equipment. Femco
is located in Punxsutawney, Pennsylvania and Pompano Beach,
Florida.
Manitowoc Re-Manufacturing, located in Bauxite, Arkansas,
along with Femco, form the Aftermarket Group.
These companies rebuild and remanufacture used cranes,
including both Manitowoc and non-Manitowoc units, for owners
who want to add value to their existing cranes. The companies
also produce replacement parts for cranes and excavators and
perform industrial repair and rebuilding services for metal
forming scrapyard and recycling equipment. Femco's existing
South Florida operation is ideally positioned to serve the
large Latin American market where used the utilization of used
cranes is very prevalent.
The Company's cranes and related products are sold throughout
North America and foreign countries by independent
distributors, and by Company-owned sales subsidiaries located
in Mokena, Illinois and Northampton, England. Distributors
generally do not carry inventories of new cranes, except for
the smaller truck cranes. Most distributors maintain service
facilities and inventories of replacement parts. Company-
employed service representatives usually assist customers in
the initial set-up of new cranes.
The Company does not generally provide financing for either
its independent distributors or their customers; however,
dealers frequently assist customers in arranging financing and
may accept used cranes as partial payment on the sale of new
cranes.
See Note 14 to Consolidated Financial Statements on page 45 of
the 2000 Annual Report with respect to export sales, which is
incorporated herein by reference. Such sales are usually made
to the Company's foreign subsidiaries or independent
distributors, in addition to sales made to domestic customers
for foreign delivery. Foreign sales are made on letter-of-
credit or similar terms.
The year-end backlog of crane products includes orders, which
have been placed on a production schedule, and those orders,
which the Company has accepted and which are expected to be
shipped and billed during the next year. The backlog of
unfilled orders for cranes and related products at December
31, 2000 approximated $93.4 million, as compared with $136.0
million a year earlier. The decrease is primarily due to
reduced lead times and increased operations throughput as the
Company has implemented flexible manufacturing processes and
improved efficiencies. As a result, order rates are a better
indicator of business strength than traditional backlog
numbers.our Marine - ---------
The Marine segment consists of four business units made up of
Bay Shipbuilding Co., Toledo Shiprepair Co., Cleveland
Shiprepair Co., and Marinette Marine Corporation.segment. These facilities dry-dockinclude waterfront land, buildings, and service commercial vessels of all
sizes, including 1,000-foot super carriers, the largest
vessels sailing the Great Lakes,800-foot and construct commercial,
military and research vessels. The Marine segment's
capabilities include planned and emergency maintenance, vessel
inspections, five-year surveys, construction, conversions,
repowering, and retrofitting plus repair service for hulls,
turbines, boilers, propulsion systems and automated
cargo/ballasting systems. To reduce seasonality, the Marine
Group performs non-marine industrial repair during the summer
months.
550-foot graving docks.
On November 20, 2000, the Company purchased all of the issued
and outstanding shares of MMC Acquisition Co., the parent
ofwe acquired Marinette Marine Corporation. Marinette Marine, locatedCorp. ("Marinette"), a leading builder of mid-sized commercial, research and military vessels in the U.S. Located in Marinette, Wisconsin, just across Green Bay from our Bay Shipbuilding facility, Marinette operates one of the largest shipyards onin the U.S. Great Lakes. Marinette featuresoffers complete in-house capabilities for all shipbuilding disciplines and is currently under contract, among others, to build a series of 16 ocean-going buoy tenders for the United StatesU.S. Coast Guard. The combinationGuard, nine of Marinette Marine with Manitowoc Marine Group creates the
largestwhich have been delivered to date. Marinette's new build capability provides a strong compliment to our historic expertise in repair, maintenance and most-comprehensive shipbuilding and ship-repair
organization on the U.S. Great Lakes.
During 2000, the S/R New York (formerly named the Seneca),
built by Bay Shipbuilding, was brought into service. This 504
foot ocean-going tank barge, built for ExxonMobil, includes a
twin-hull and a 140,000-barrel capacity. The barge will haul
grade A refined petroleum products, including gasoline, jet
fuel, and distillates, to major metropolitan markets along the
Eastern Seaboard and Hudson River.
A 5,000-cubic-meter hopper dredge is being built for Great
Lakes Dredge & Dock, with anticipated delivery in the fall of
2001. This highly automated and self-propelled ship will
incorporate bottom dump doors, an innovation allowing rapid
unloading of dredged material. Designed to operate at service
speeds of 14 knots, the vessel can dredge at depths to 90
feet.
refurbishment.
The year-end backlog for theour Marine segment includes new project work to be completed over a series of years and repair and maintenance work presently scheduled which will be completed in the next year. At December 31, 2000,2001, the backlog for theour Marine segment approximated $33.4$360 million, compared to $39.3$190 million one year ago. The project backlog for Marinette
Marine at December 31, 2000 was $166.7 million to be completed
over the next several years. Marinette's backlogis primarily made up of new vessel construction projects and does not include options for additional vessels, yet to awarded.
Subsequent Event
- -----------------------
On March 4, 2001, Manitowoc submitted a binding offer to
acquire the Potain cranes subsidiary of Groupe Legris
Industries SA. Completion of the transaction is contingent
upon certain events, including receipt of applicable
regulatory approvals, completion of the notification and
consultation process with the applicable works' council (labor
union) and final acceptance of the offer by the seller. The
transaction is currently expected to be finalized by the end
of the second quarter of 2001.
Potain, headquartered in Lyon France, is a world leader in the
design, manufacture and supply of tower cranes for the
building and construction industry. Manitowoc believes that
Potain's share of the global tower crane market is
approximately 30%. Assuming the acquisition is completed,
Potain would be operated as part of Manitowoc's crane segment
and would create one of the world's leading producers of
lattice-boom crawler cranes, tower cranes, and boom trucks.
The acquisition would combine the systems, technology, and
applications expertise of these two industry leaders. In
addition, the acquisition would extend Manitowoc's crane-
manufacturing operations to a third continent while enhancing
the market penetration and distribution capabilities of both
organizations.
awarded.
Raw Materials and Supplies
- ------------------------------------
The primary raw material used by the Companythat we use is structural and rolled steel, which is purchased from various domestic sources. The CompanyWe also purchasespurchase engines and electrical equipment and other semi- and fully-processed materials. ItOur policy is the policy of the Company to maintain, wherever possible, alternate sources of supply for itsour important materials and parts. The Company maintainsWe maintain inventories of steel and other purchased material. The Company hasWe have been successful in itsour goal to maintain alternative sources of raw materials and supplies, and therefore isare not dependent on a single source for any particular raw material or supply.
Patents, Trademarks, and Licenses
- ---------------------------------------
The Company owns a number
We hold in excess of United States and foreign140 patents pertaining to itsour crane and foodservice products, and hashave presently pending applications for additional patents in the United States and foreign countries. In addition, the Company haswe have various registered and unregistered trademarks and licenses whichthat are of material importance to the Company'sour business. While the Company believes itswe believe our ownership of this intellectual property is adequately protected in customary fashions under applicable law, no single patent, trademark or license is critical to the Company'sour overall business.
Seasonality
- --------------
Typically, the second quarter represents the Company'sand third quarters represent our best quarter in all of the business segments. In the Foodservice
Equipment segment, sincequarters for our consolidated financial results. Since the summer brings warmer weather, there is an increase in the use and replacement of ice machines. As a result, distributors build inventories during the second quarter for the increased demand. In theour Cranes and Related Products segment, summer also represents the main construction season. Customers require new machines, parts, and service in advance of that season. With respect to theour Marine segment, the Great Lakes shipping industry's sailing season is normally May through November. Thus, barring any emergency groundings, the majority of repair and maintenance work is performed during the winter months and the work is typically completed during the first and second quarter of the year. Competition
- ----------------
AllAs a result of our acquisition of Marinette and the Company'soverall increase in new construction project work in the Marine segment, the seasonality of our traditional repair and maintenance work is less extreme.
Competition
We sell all of our products are sold in highly competitive markets. Competition is at all levels, including price,industries. We compete in each of our industries based on product design, quality of products and services, product performance, maintenance costs, and price. Several of our competitors have greater financial, marketing, manufacturing and distribution resources than we do. We believe that we benefit from the following competitive advantages: leading market positions, a strong brand name, a reputation for quality products and service, an established network of global distributors, a broad product line and a commitment to engineering design and product performance.
Within the Foodservice Equipment segment, there are several
manufacturersinnovation. However, we cannot assure you that our products and services will continue to compete successfully with whom the Company competes.our competitors or that we will be able to retain our customer base or improve or maintain our profitmargins on sales to our customers. The following table sets forth our primary competitors for ice machine and beverage dispensing equipment
include Scotsman Industries (tradename Scotsman and Crystal
Tips), Prospect Heights, Illinois; Welbilt Company (tradename
Ice-O-Matic), New Hyde Park, New York; and Hoshizaki America,
Inc. (tradename Hoshizaki), Peachtree City, Georgia. The
Company believes that it is the leading, low-cost, high
quality producerin each of ice machines in North America. Competitors
within the beverage dispenser/dispensing valves market include
IMI Cornelius, Anoka, Minnesota, and Lancer Corporation, San
Antonio, Texas. The Company is one of the leading suppliers
of fountain equipment and dispensing valves used by soft-drink
bottlers. The primary competitors for refrigeration products
include Beverage Air, Spartanburg, South Carolina; The
Delfield Company, Mt. Pleasant, Michigan; Traulsen & Company,
Inc., College Point, New York; True Food Service Company,
O'Fallon, Missouri; Master-Bilt, New Albany, Mississippi; Nor-
Lake Incorporated, Hudson, Wisconsin; and American Panel,
Ocala, Florida. The Company is one of the leading producers
of small undercounter refrigeration units and large
refrigerated warehouses as well as a supplier of walk-in
refrigerator/freezers to many of the leading restaurant and
grocery chains in the United States.
With respect to crawler cranes, there are numerous domestic
and foreign manufacturers of cranes with whom the Company
competes, including Link Belt Construction Equipment Co., a
subsidiary of Sumitomo Corporation, Tokyo, Japan; Kobelco,
Kobe Steel, Ltd., Tokyo, Japan; Mannesmann Demag Baumaschinen,
Zweibrucken, West Germany; Liebherr-Werk Ehingen GMBH,
Ehingen, West Germany; Hitachi Construction Machinery Co.,
Ltd., Tokyo, Japan; and Terex Corporation, Westport,
Connecticut. Within the market the Company serves, Manitowoc
is the world leader in lifting capacities over 125 tons, and
represents over half of the United States lattice boom crawler
crane market.
The competitors within the boom truck crane market include
Terex Corporation, Westport, Connecticut, and Grove Crane,
Shady Grove, Pennsylvania. The Company believes that its
current output of boom truck cranes ranks second among its
competitors.
In the ship repair operation, the Company is one of two
operational shipyards on the Great Lakes capable of dry-
docking and servicing 1,000 foot Great Lakes bulk carriers;
the other is Erie Marine Enterprises, Erie, Pennsylvania.
There are two other shipyards on the Great Lakes, Fraser
Shipyards, Inc., Superior, Wisconsin, and H. Hansen
Industries, Toledo, Ohio, with whom the Company competes for
dry-docking and servicing smaller Great Lakes vessels. The
Company also competes with many smaller firms which perform
top side repair work during the winter lay-up period. In
addition, there are shipyards on the East, West and Gulf
Coasts capable of converting and reconstructing vessels of
sizes that can enter the Great Lakes through the St. Lawrence
Seaway and the Wellen Canal. There are also shipyards on the
inland rivers capable of servicing smaller, specialized
vessels which the Company is capable of servicing.
Within the Marine segment, there are several manufacturers
with whom Marinette Marine competes. The primary competitors
include Alabama Shipbuilding and Dry-dock, Mobile, Alabama;
Atlantic Marine, Jacksonville, Florida; Bender Ship Building,
Mobile, Alabama; Bollinger ShipBuilding, Lockport, Louisiana;
Halter Marine, Moss Point, Mississippi; and Swiftships,
Morgan, Louisiana.
our business segments:
Business Segment | Products | Primary Competitors |
Cranes and Related Products | Lattice-Boom Crawler Cranes | Hitachi Construction Machinery Co., Ltd.; Kobelco; Liebherr-Werk Ehingen GmbH; Link Belt Consturction Equipment Co., a subsidiary of Sumitomo Corporation; Terex Corporation; and Mannesmann Dematic |
| | |
| Tower Cranes | Comensa; Gru Comedil; Liebherr-Werk Ehingen GmbH; and Peiner |
| | |
| Boom Truck Cranes | National Crane and Terex Corporation |
| | |
Foodservice Equipment | Ice Machines | Hoshizaki America, Inc.; and Scotsman Industries |
| | |
| Ice/Beverage Dispensers | I.M.I. Cornelius; and Lancer Corporation |
| | |
| Walk-in Refrigerator/Freezers | American Panel Corporation; Kysor/Warren; Nor-Lake Incorporated; and W.A. Brown & Son, Inc. |
| | |
| Reach-in Refrigerator/Freezers | Beverage Air; Delfield Company; Traulsen & Co., Inc.; and True Food Service Company |
| | |
Marine | Ship Repair and Construction | Alabama Shipbuilding and Drydock; Bender Shipbuilding & Repair; Bollinger, Lockport & Larose; Fraser Shipyards, Inc.; Friede Goldman Halter; Port Weller Drydocks |
For additional information regarding the company'sour competition, see "Manitowoc at a Glance" on pages 6-7 of the 20002001 Annual Report, which is incorporated herein by reference.
Employee Relations
- --------------------------
The Company employs
We employ approximately 4,4056,120 persons, of which approximately 8201,046 are salaried employees. The number of
employees is consistent with the prior year. The Company hasWe currently have labor agreements with 19 union locals.locals in North America. In addition, a large majority of Potain's employees belong to French trade unions. There have been no work stoppages during the three years ended December 31, 2000.
2001. There was one work stoppage at our Bay Shipbuilding facility for 5 days during February, 2002 by four unions inlcuding Boilmakers Local 449, Electrical Local 158, Pipefitters Local 400, and Carpenters Local 1521.
Item 2. PROPERTIES OWNED
- ----------------------------------
The following table outlines the principal facilities we own or lease:
lease as of December 31, 2001:
APPROXIMATE
FACILITY SQUARE
ENTITY LOCATION TYPE OF FACILITY FOOTAGE OWNED/LEASED
- --------------------------- --------------------- ---------------------- --------------- -------------
Facility Location
|
Type of Facility
| ApproximateSquare Footage |
Owned/Leased
|
Cranes and Related Products
- ---------------------------
Corporate | | | |
Europe/Asia | | | |
Moulins, France | Manufacturing/Office Building | 355,000 | Owned |
Dilligen, Germany | Manufacturing/Office | 331,000 | Leased |
Charlieu, France | Manufacturing | 323,000 | Owned/Leased |
Zhangjiagang, China | Manufacturing | 245,500 | Leased |
Walldorf, Germany | Office | 184,000 | Leased |
Noe Pereira, Portugal | Manufacturing | 183,000 | Leased |
La Clayette, France | Manufacturing | 130,000 | Leased |
Charlolles, France | Manufacturing | 112,000 | Leased |
Niella, Italy | Manufacturing | 105,500 | Owned |
Ecully, France | Office | 85,000 | Owned |
Sestra, Portugal | Office | 84,000 | Owned |
Singapore | Offices | 70,000 | Leased |
Arneburg, Germany | Manufacturing | 73,000 | Owned |
Kronau, Germany | Manufacturing | 55,000 | Leased |
Decines, France | Logistics | 47,500 | Leased |
Bretigny, France | Manufacturing/Office | 39,500 | Owned |
Lusigny, France | Crane Testing Site | 10,000 | Owned |
La Clayette, France | Manufacturing | 31,500 | Owned |
Vaux-en-Velin, France | Office/Workshop | 17,000 | Owned |
Naia, Portugal | Manufacturing | 17,000 | Owned |
Vitrolles, France | Office | 16,000 | Owned |
Baudemont, France | Office | 8,000 | Owned |
Lisbonne, Portugal | Office | 6,500 | Owned |
| | | |
United States | | | |
Manitowoc, Wisconsin | Manufacturing/Office 600,000 Leased
and Peninsula Property
Manitowoc Cranes, Inc. Manitowoc, Wisconsin Manufacturing/Office 280,000 | 278,000 | Owned
Manitowoc Boom Trucks, Inc. |
Georgetown, Texas | Manufacturing/Office 190,000 | 191,000 | Owned
Manitowoc Boom Trucks, Inc. |
York, Pennsylvania (1) | Manufacturing/Office | 110,000 | Owned
Femco Machine Company, Inc. |
Punxsutawney, Pennsylvania | Manufacturing/Office | 71,000 | Owned
Pennsylvania
Femco Machine Company, Inc. |
Manitowoc, Wisconsin | Assemby/Office | 67,000 | Leased |
Pompano Beach, Florida Manufacturing/Office | Manufacturing | 23,000 | Leased
Manitowoc Remanufacturing, |
Bauxite, Arkansas | Manufacturing/Office | 22,000 | Owned
Inc.
|
| | | |
Foodservice Equipment
- ---------------------
Manitowoc Ice, Inc. | | | |
Europe/Asia | | | |
Hangzhou, China | Manufacturing/Office | 80,000 | Owned |
Milan, Italy | Manufacturing | 20,000 | Leased |
Frankfurt, Germany | Manufacturing/Office | 15,000 | Owned |
| | | |
United States | | | |
Manitowoc, Wisconsin | Manufacturing | 376,000 | Owned |
Parsons, Tennessee(2) | Manufacturing | 214,000 | Owned |
Sparks, Nevada | Manufacturing | 150,000 | Leased |
Sellersburg, Indiana | Manufacturing/Office 376,000 | 140,000 | Owned
Multiplex Company, Inc. |
River Falls, Wisconsin | Manufacturing | 133,000 | Owned |
St. Louis, Missouri | Manufacturing/Office 150,000 Owned
SerVend International, Inc. Sellersburg, Indiana | 105,000 | Leased |
La Mirada, California | Manufacturing/Office 140,000 Owned
Kolpak Parsons, Tennessee Manufacturing/Office 135,000 Owned
Kolpak River Falls, Wisconsin Manufacturing/Office 133,000 Owned
Diversified Refrigeration, | 77,000 | Owned/Leased |
Selmer, Tennessee Manufacturing/Office 100,000 | Manufacturing | 72,000 | Owned
Inc.
McCall Parsons, Tennessee Manufacturing/Office 79,000 Owned
Manitowoc (Hangzhou) Hangzhou, China Manufacturing/Office 80,000 Owned
Refrigeration Co., Ltd.
Harford Duracool, Inc. |
Aberdeen, Maryland | Manufacturing/Office 68,000 | 67,000 | Owned
Kyees Aluminum LaMirada, California Manufacturing/Office 42,000 Owned
Kolpak Refrigeration Scott Hills, Manufacturing/Office 40,000 Owned
Tennessee(1)
Flomatic International, Inc. Portland, Oregon Manufacturing/Office 22,000 Leased
Multiplex GMBH Frankfurt, Germany Manufacturing/Office 15,000 Leased
|
| | | |
Marine
- ------
Marinette Marine Corporation | | | |
Marinette, Wisconsin | Shipyard 415,000 | 450,000 | Owned
Bay Shipbuilding Company |
Sturgeon Bay, Wisconsin | Shipyard 295,000 Owned
Toledo Shiprepair Company | 220,000 | Owned/Leased |
Toledo, Ohio | Shipyard 125,000 | 60,000 | Leased
Cleveland Shiprepair Company |
Cleveland, Ohio Manufacturing/Office 10,000 Leased
- ----------------------------------------
(1) This property is not currently in use | Marine Repair and is being held
for sale.
Storage | 8,000 | Leased |
- -----------------------
(1) This property is not currently in use and is being held for sale.
(2) There are three separate locations within Parsons, Tennessee.
In addition, we lease sales office and warehouse space for our Crane segment in Begles, France; Lille, France; Nantes, France; Rouen, France; Toulouse, France; Munich, Germany; Budapest, Hungary; Warsaw, Poland; and the Czech Republic. Within the United States we lease office and warehouse space for our Foodservice segment in Mokena, Illinois; Franklin, Tennessee; Danbury, Connecticut; Roanoke, Virginia; East Granby, Connecticut; Lithuania,Lithonia, Georgia; Orlando, Florida; Irwindale, California; Dallas, Texas; Buena Park, California; Holland, Ohio; Sparks,Lombard, Illinois; Decaturville, Tennessee; Reno, Nevada; and Lombard,
Illinois.Selmer, Tennessee. We lease additional office space in Manitowoc, Wisconsin. We also own a sales officeoffices and warehouse facilityfacilities for our Crane segment in Northampton, England and we lease sales officesDole, France, and a manufacturing facility in Beijing, China; Glasgow, United Kingdom and Seoul, South
Korea. We lease additional manufacturing and office space in
Milan, Italy.
Scott Hills, Tennesee, for our Foodservice segment.
Geographic Areas
- ------------------------
The information required by this item is incorporated by reference from Note 14 to Consolidated Financial Statements on page 4551 of the 20002001 Annual Report.
Item 3. LEGAL PROCEEDINGS
- ----------------------------------
The information required by this item is incorporated by reference from "Management's Discussion and Analysis of Results of Operations and Financial Condition" and Note 11 to Consolidated Financial Statements on pages 43-4424-34 and 49, respectively, of the 20002001 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ----------------------------------------------------------
No matters were submitted to security holders for a vote during the fourth quarter of the Company's fiscal year ended December 31, 2000.
2001.
Executive Officers of the Registrant
- -----------------------------------------------
Each of the following officers of the Company has been elected to a one-year term by the Board of Directors. The information presented is as of January 31, 2001.
Position With Principal Position
Name Age The Registrant Held Since
----------- ------ -------------------- ------------------
Terry D. Growcock 55 President & CEO 1998
Glen E. Tellock 39 Senior Vice President & CFO 1999
Thomas G. Musial 49 Senior Vice President - Human Resources 1995
and Administration
Maurice D. Jones 41 General Counsel and Secretary 1999
Timothy J. Kraus 47 Vice-President 2000
Robert A. Giebel 41 Vice-President 2000
Thomas J. Byrne 63 Vice-President 2000
- ------------------------------
February 28, 2002.
Name
|
Age
|
Position With The Registrant
| Principal
Position
Held Since |
Terry D. Growcock | 56 | President & CEO | 1998 |
| | | | |
Glen E. Tellock | 40 | Senior Vice President & CFO | 2000 |
| | | | |
Thomas G. Musial | 50 | Senior Vice President of Human Resources and Administration | 2000 |
| | | | |
Maurice D. Jones | 42 | General Counsel and Secretary | 1999 |
| | | | |
Carl J. Laurino | 40 | Treasurer | 2001 |
| | | | |
Robert A. Giebel | 42 | Vice President | 2000 |
| | | | |
Timothy J. Kraus | 48 | Vice President | 2000 |
| | | | |
Thomas J. Byrne | 64 | Vice President | 2000 |
Terry D. Growcock, 55,56, president and chief executive officer since 1998. Previously, president and general manager of Manitowoc Ice, Inc. (1996); also executive vice president of Manitowoc Equipment Works (1994). Prior to joining Manitowoc, Mr. Growcock served in numerous management and executive positions with Siebe plc and United Technologies.
Glen E. Tellock, 39,40, senior vice president treasurer and chief financial officer since 1999.2000. Previously, Mr. Tellock
served asvice president and chief financial officer (1999), vice president of finance and treasurer (1998), corporate controller (1992) and director of accounting (1991). Prior to joining Manitowoc, Mr. Tellock served as financial planning manager with the Denver Post Corporation, and as an
audit manager for Ernst & Whinney.
Thomas G. Musial, 49,50, senior vice president of human resources since 1995.2000. Previously, vice president of human resources and administration (1995), manager of human resources (1987), and personnel/industrial relations specialist (1976).
Maurice D. Jones, 41, secretary and42, general counsel (1999).and secretary since 1999. Prior to joining Manitowoc, Mr. Jones was a partner in the law firm of DavidDavis and Kuelthau, S.C., and served as legal counsel for Banta Corporation.
Carl J. Laurino, 40, treasurer since 2001. Previously, assistant treasurer (2000). Prior to joining Manitowoc, Mr. Laurino spent 15 years in the commercial banking industry with Firstar Bank Wisconsin, Associated Bank N.A., and Norwest Bank.
Robert A. Giebel, Jr., 42, vice president since 2000. Also president and general manager of Manitowoc's Crane Group. Prior to joining Manitowoc, Mr. Giebel served as vice president and general manager of P&H MinePro Services and as president and chief executive officer of Unit Rig, a division of Terex Corporation.
Timothy J. Kraus,47,Kraus, 48, vice president since 2000. Also president and general manager of Manitowoc's Foodservice Group. Previously, general manager of Manitowoc's Ice/Beverage Group (1999), executive vice president and general manager of Manitowoc Ice (1998), vice president of sales and marketing (1995), and national sales manager (1989). Prior to joining Manitowoc, Mr. Kraus was president of Universal Nolin.
Robert A. Giebel, Jr., 41, vice president since 2000. Also
president and general manager of Manitowoc's Crane Group. Prior
to joining Manitowoc, Mr. Giebel served as vice president and general
manager of P&H MinePro Services and as president and chief executive
officer of Unit Rig, a division of Terex Corporation.
Thomas J. Byrne, 63,64, vice president since 2000. Also president and general manager of Manitowoc's Marine Group. Previously, vice president of business development (1998). Prior to joining Manitowoc, Mr. Byrne served as vice president and general manager for the RobershawRobertshaw division of Siebe Automotive N.A., as vice president of operations for Hamilton Industries, plus senior management positions with StanleyStanely Works and White Consolidated Industries.
PART II
-----------
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ---------------------------------------------------------
The information required by this item is incorporated by reference from "Eleven-Year Financial Summary"Summary," "Quarterly Common Stock Price Range",Range," "Supplemental Quarterly Financial Information (unaudited)," and "Investor Information," on pages 32-33, 47,36-37, 35, and 52,the inside back cover, respectively, of the 20002001 Annual Report.
Item 6. SELECTED FINANCIAL DATA
- ----------------------------------------
The information required by this item is incorporated by reference from "Eleven-Year Financial Summary" on pages 32-3336-37 of the 20002001 Annual Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------
The information required by this item is incorporated by reference from "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 26-3124-34 of the 20002001 Annual Report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ----------------------------------------------------------
The information required by this item is incorporated by reference from "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 26-3124-34 of the 20002001 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------------
The financial statements required by this item are incorporated by reference from pages 32-4638-53 of the 20002001 Annual Report. Supplementary financial information is incorporated by reference from "Supplemental Quarterly Financial Information (Unaudited)" on page 4735 of the 20002001 Annual Report.
Subsequent Event
On March 18, 2002, subsequent to the printing of the company's 2001 Annual Report, but prior to the filing of this Form 10-K, the company executed a definitive agreement to acquire Grove Worldwide ("Grove"), a leading manufacturer of mobile hydraulic cranes and truck-mounted cranes. The purchase price of the acquisition will be approximately $270 million, including the assumption or retirement of all of Grove's existing debt, and will be funded by a combination of cash and approximately 2 million shares of Manitowoc common stock. The completion of the transaction is subject to a number of conditions, including Grove shareholder approval and regulatory approvals. The transaction is expected to close around the end of the second quarter of 2002.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
- -------------------------------------------------------------
None.
PART III
------------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required by this item is incorporated by reference from the sections of the 20012002 Proxy Statement captioned "Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors." See also "Executive Officers of the Registrant" in Part I hereof, which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
- ---------------------------------
The information required by this item is incorporated by reference from the sections of the 20012002 Proxy Statement captioned "Compensation of Directors," "Executive Compensation," "Report of the Compensation and Benefits Committee on Executive Compensation," and "Contingent Employment Agreements."
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
- ----------------------------------------------------------
The information required by this item is incorporated by reference from the section of the 20012002 Proxy Statement captioned "Ownership of Securities."
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
None.
PART IV
------------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
- -------------------------------------------------------
(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:Data."
Report of Independent Public Accountants on years ended December 31, 2001, 2000, 1999, and 19981999 Financial Statements.
Consolidated Statements of Earnings for the years ended December 31, 2001, 2000, 1999, and 1998.
1999.
Consolidated Balance Sheets as of December 31, 20002001 and 1999.
2000.
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000, 1999, and 1998.
1999.
Consolidated Statements of Stockholders' Equity and Comprehensive Income for the years ended December 31, 2001, 2000 1999 and 1998.
1999.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the years ended December 31, 2001, 2000, 1999, and 1998.
Schedule Description Filed Herewith
----------- -------------- ---------------
II Valuation and Qualifying Accounts X
Report of Independent Accountants
on years ended December 31, 2000,
1999, and 1998 Financial Statement Schedule X
1999.
Schedule | Description | Filed Herewith |
| | |
II | Valuation and Qualifying Accounts | X |
| | |
| Report of Independent Accountants on years ended December 31, 2001, 2000, and 1999 Financial Statement Schedule | 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)
- Reports on Form 8-K:
Press Release
The company filed a Current Report on Form 8-K, dated Sept.as of March 18, 2000, regarding the
Company's third-quarter expectations (Exhibit No. 20).
Press Release dated November 20, 2000, regarding the
completion of the purchase of MMC Acquisition Co. (Marinette
Marine) (Exhibit No. 20).
2002, stating that it has executed a definitive agreement to acquire Grove Investors, Inc.
(c) Exhibits:
See Index to Exhibits immediately following the signature page of this report, which is incorporated herein by reference.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
The Manitowoc Company, Inc. and Subsidiaries
Our audits of the consolidated financial statements referred to in our report dated January 26, 2001, except for
information in Note 15, for which the date is March 4, 2001,25, 2002, appearing on page 4654 in the 20002001 Annual Report of The Manitowoc Company, Inc. and Subsidiaries (which report and consolidated financial statements are incorporated by reference in this Form 10-K) also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/S/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 26,25, 2002
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
Schedule II: Valuation and Qualifying Accounts
For The Years Ended December 31, 1999, 2000, and 2001
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS (1) YEAR
---------------------- ----------------- --------------- ---------------- ----------------
YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful accounts $ 1,881,855 $ 481,924 $ (707,839) $ 1,655,940
YEAR ENDED DECEMBER 31, 1999:
Allowance for doubtful accounts $ 1,655,940 $ 2,220,924 $(2,073,863) $ 1,803,001
YEAR ENDED DECEMBER 31, 2000:
Allowance for doubtful accounts $ 1,803,001 $2,119,982 $ (886,273) $ 3,036,710
(1)Deductions represent bad debts written-off, net of recoveries.
Description
| |
Balance at Beginning of Year
| |
Acquisitions of Businesses
| |
Charged to Costs and Expenses
| |
Deductions (1)
| | |
Balance
at End
of Year
|
| | | | | | | | | | | | |
Year Ended December 31, 1999: | | | | | | | | | | | |
Allowance for doubtful accounts | $ | 1,655,940 | $ | 250,000 | $ | 1,970,924 | $ | (2,073,863 | ) | $ | 1,803,001 |
Inventory obsolesence reserve | $ | 4,382,696 | $ | 261,130 | $ | 1,739,531 | $ | (656,290 | ) | $ | 5,727,067 |
Deferred tax asset valuation allowance | $ | -- | $ | -- | $ | -- | $ | -- | | $ | -- |
| | | | | | | | | | | |
Year Ended December 31, 2000: | | | | | | | | | | | |
Allowance for doubtful accounts | $ | 1,803,001 | $ | 323,000 | $ | 1,796,982 | $ | (886,273 | ) | $ | 3,036,710 |
Inventory obsolesence reserve | $ | 5,727,067 | $ | 270,819 | $ | 3,918,156 | $ | (601,302 | ) | $ | 9,314,740 |
Deferred tax asset valuation allowance | $ | -- | $ | -- | $ | -- | $ | -- | | $ | -- |
| | | | | | | | | | | |
Year Ended December 31, 2001: | | | | | | | | | | | |
Allowance for doubtful accounts | $ | 3,036,710 | $ | 6,432,983 | $ | (815,387) | $ | (358,883 | ) | $ | 8,295,423 |
Inventory obsolesence reserve | $ | 9,314,740 | $ | 8,775,354 | $ | (1,063,551) | $ | (2,065,513 | ) | $ | 14,961,030 |
Deferred tax asset valuation allowance | $ | -- | $ | 3,951,000 | $ | -- | $ | -- | | $ | 3,951,000 |
| | | | | | | | | | | |
(1) Deductions represent inventories and bad debts written - off, net of recoveries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized:
Dated: March 29, 2001
THE MANITOWOC COMPANY, INC.
By: /s/ Terry D. Growcock
------------------------------
Terry D. Growcock
President & Chief Executive
Officer
By: /s/ Glen E. Tellock
--------------------------------
Glen E. Tellock
Senior Vice President, Treasurer
and Chief Financial Officer
2002
THE MANITOWOC COMPANY, INC. |
(Registrant) |
|
|
/s/ Terry D. Growcock |
Terry D. Growcock |
President and Chief Executive Officer |
|
|
/s/ Glen E. Tellock |
Glen E. Tellock |
Senior VP and Chief Financial Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons constituting a majority of the Board of Directors on behalf of the registrant and in the capacities and on the dates indicated:
/s/ Terry D. Growcock March 29, 2001
- ---------------------------
Terry D. Growcock, President & CEO, Director
/s/ Glen E. Tellock March 29, 2001
- ---------------------------
Glen E. Tellock, Senior Vice President, Treasurer & CFO
/s/ Gilbert F. Rankin, Jr. March 29, 2001
- ---------------------------
Gilbert F. Rankin, Jr., Director
March 29, 2001
- ---------------------------
James P. McCann, Director
March 29, 2001
- ---------------------------
Dean H. Anderson, Director
March 29, 2001
- ---------------------------
Robert S. Throop, Director
March 29, 2001
- ---------------------------
Robert C. Stift, Director
March 29, 2001
- ---------------------------
James L. Packard, Director
March 29, 2001
- ---------------------------
Daniel W. Duval, Director
March 29, 2001
- ---------------------------
Virgis W. Colbert, Director
/s/ Terry D. Growcock | March 29, 2002 |
Terry D. Growcock, President & CEO, Director | |
| |
/s/ Glen E. Tellock | March 29, 2002 |
Glen E. Tellock, Senior Vice President, Treasurer & CFO | |
| |
| March 29, 2002 |
Gilbert F. Rankin, Jr., Director | |
| |
| March 29, 2002 |
James P. McCann, Director | |
| |
| March 29, 2002 |
Dean H. Anderson, Director | |
| |
| March 29, 2002 |
Robert S. Throop, Director | |
| |
| March 29, 2002 |
Robert C. Stift, Director | |
| |
/s/ James L. Packard | March 29, 2002 |
James L. Packard, Director | |
| |
/s/ Daniel W. Duval | March 29, 2002 |
Daniel W. Duval, Director | |
| |
| March 29, 2002 |
Virgis W. Colbert, Director | |
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000
2001
INDEX TO EXHIBITS
Filed
Exhibit
No. Description Herewith
3.1 Amended and Restated Articles of Incorporation, as
amended on November 5, 1984 (filed as Exhibit 3(a)
to the Company's Annual Report on Form 10-K for the
fiscal year ended June 29, 1985 and incorporated
herein by reference).
3.2 Restated By-Laws (as amended through May 22, 1995)
including amendment to Article II changing the date
of the annual meeting (filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 and incorporated herein
by reference).
4.1 Rights Agreement dated August 5, 1996 between the
Registrant and First Chicago Trust Company of New
York (filed as Exhibit 4 to the Company's current
Report on Form 8-K filed on August 5, 1996 and
incorporated herein by reference).
4.4 Articles III, V, and VIII of the Amended and
Restated Articles of Incorporation (see Exhibit 3.1
above).
4.5 Credit Agreement dated as of October 31, 1997,
among The Manitowoc Company, Inc., as Borrower,
certain subsidiaries from time to time parties
thereto, as Guarantors, the several Lenders, and
NationsBank, N.A. as Agent (filed as Exhibit 4.1 to
the Company's Report on Form 8-K dated as of October
31, 1997 and incorporated herein by reference).
4.6 Credit Agreement dated as of April 2, 1998, among
The Manitowoc Company, Inc., as Borrower and
Prudential Insurance Company (filed as Exhibit 4 to
the Company's Report on Form 10-Q, dated as of March
31, 1998 and incorporated herein by reference).
4.7 Amended and Restated Credit Agreement, dated as of
April 6, 1999 among The Manitowoc Company, Inc., as
Borrower, and several lenders, NationsBank, N.A., as
Agent and Fleet Bank, N.A., as Documentation Agent
(filed as Exhibit 4 to the Company's Report on Form
10-Q, dated as of March 31, 1999, and incorporated
herein by reference).
10.1(a)** The Manitowoc Company, Inc. Deferred Compensation Plan effective
August 20, 1993 (the "Deferred Compensation Plan") (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-8
filed June 23, 1993 (Registration No. 33-65316) and
incorporated herein by reference).
10.1(b)** Amendment to Deferred Compensation Plan adopted by the Board
of Directors on February 18, 1997.
10.2 ** The Manitowoc Company, Inc. Management Incentive
Compensation Plan (Economic Value Added (EVA) Bonus
Plan) effective July 4, 1993, as amended February
15, 1999.
10.3(a)** Form of Contingent Employment Agreement between the Company and
the following executive officers of the Company:
Terry D. Growcock, Maurice D. Jones, Thomas G. Musial and Glen E.
Tellock (filed as Exhibit 10(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000
and incorporated herein by reference).
10.3(b)** Form of Contingent Employment Agreement between the Company and
the following executive officers of the Company and certain other
employees of the company:
Thomas J. Bryne, Robert A. Giebel, Jr. and Timothy J. Kraus.
(filed as Exhibit 10(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000
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(d) to the Company's Annual Report on Form
10-K for the fiscal year ended July 1, 1989 and
incorporated herein by reference).
10.5 ** Supplemental Retirement Agreement between Fred M.
Butler and the Company dated March 15, 1993 (filed
as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended July 3, 1993 and
incorporated herein by reference).
10.6(a) **Supplemental Retirement Agreement between
Robert K. Silva and the Company dated January 2,
1995 (filed as Exhibit 10 to the Company's Report on
Form 10-Q for the transition period ended December
31, 1994 and incorporated herein by reference).
10.6(b)** Restatement to clarify Mr. Silva's Supplemental Retirement
Agreement dated March 31, 1997.
10.6(c) **Supplemental Retirement Agreement between
and Terry D. Growcock, Glen E. Tellock, Tom G. Musial and
Timothy J. Kraus and the Company dated May 2000
(filed as Exhibit 10(c) to the Company's Annual Report on
Form 10-K dated December 31, 2000 and incorporated herein
by reference).
10.7(a) * The Manitowoc Company, Inc. 1995 Stock Plan (filed
as Appendix A to the Company's Proxy Statement dated
April 2, 1996 for its 1996 Annual Meeting of
Stockholders and incorporated herein by reference).
10.7(b) The Manitowoc Company, Inc. 1999 Non-Employee X
Director Stock Option Plan as amended February
2000 (filed as Exhibit 10(d) to the Company's
Report on Form 10-K, dated as of December
31, 2000 and incorporated herein by reference).
11 Statement regarding computation of basic and diluted
earnings per share (see Note 7 to the 2000
Consolidated Financial Statements included herein). X
13 Portions of the 2000 Annual Report to Shareholders
of The Manitowoc Company, Inc. incorporated by
reference into this Report on Form 10-K. X
20(a) Press Release dated Sept. 18, 2000, regarding the
company's third-quarter expectations. X
20 (b) Press Release dated November 20, 2000, regarding the
completion of the purchase Marinette Marine Corporation. X
21 Subsidiaries of The Manitowoc Company, Inc. X
23.1 Consent of PricewaterhouseCoopers LLP, the Company's
Independent Accountants. X
Exhibit No.
|
Description
| Filed Herewith |
| | |
3.1 | Amended and Restated Articles of Incorporation, as amended on November 5, 1984 (filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1985 and incorporated herein by reference). | |
| | |
3.2 | Restated By-Laws (as amended through May 22, 1995) including amendment to Article II changing the date of the annual meeting (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). | |
| | |
4.1 | Rights Agreement dated August 5, 1996 between the Registrant and First Chicago Trust Company of New York (filed as Exhibit 4 to the Company's current Report on Form 8-K filed on August 5, 1996 and incorporated herein by reference). | |
| | |
4.4 | Articles III, V, and VIII of the Amended and Restated Articles of Incorporation (see Exhibit 3.1 above). | |
| | |
4.5 | Credit Agreement dated as of May 9, 2001, among The Manitowoc Company, Inc., the lenders party thereto, and Bankers Trust Company, as Agent (filed as Exhibit 4.1 to the Company's Report on Form 8-K dated as of May 9, 2001 and incorporated herein by reference). | |
| | |
10.1(a)** | The Manitowoc Company, Inc. Deferred Compensation Plan effective August 20, 1993 (the "Deferred Compensation Plan") (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed June 23, 1993 (Registration No. 33-65316) and incorporated herein by reference). | |
| | |
10.1(b)** | Amendment to Deferred Compensation Plan adopted by the Board of Directors on February 18, 1997. | |
| | |
10.2** | The Manitowoc Company, Inc. Management Incentive Compensation Plan (Economic Value Added (EVA) Bonus Plan) effective July 4, 1993, as amended February 15, 1999. | |
| | |
10.3(a)** | Form of Contingent Employment Agreement between the Company and the following executive officers of the Company: Terry D. Growcock, Maurice D. Jones, Thomas G. Musial and Glen E. Tellock (filed as Exhibit 10(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference). | |
| | |
10.3(b)** | Form of Contingent Employment Agreement between the Company and the following executive officers of the Company and certain other employeesof the company: Thomas J. Byrne, Robert A. Giebel, Jr. and Timothy J. Kraus (filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 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(d) to the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1989 and incorporated herein by reference). | |
| | |
10.5 ** | Supplemental Retirement Agreement between Fred M. Butler and the Company dated March 15, 1993 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended July 3, 1993 and incorporated herein by reference). | |
| | |
10.6(a)** | Supplemental Retirement Agreement between Robert K. Silva and the Company dated January 2, 1995 (filed as Exhibit 10 to the Company's Report on Form 10-Q for the transition period ended December 31, 1994 and incorporated herein by reference). | |
| | |
10.6(b)** | Restatement to clarify Mr. Silva's Supplemental Retirement Agreementdated March 31, 1997. | |
| | |
10.6(c)** | Supplemental Retirement Agreement between Terry D. Growcock, Glen E. Tellock, Tom G. Musial and Timothy J. Kraus and the Company dated May 2000 (filed as Exhibit 10(c) to the Company's Annual Report on Form 10-K dated December 31,2000 and incorporated herein by reference). | |
| | |
10.7(a)* | The Manitowoc Company, Inc. 1995 Stock Plan (filed as Appendix A to the Company's Proxy Statement dated April 2, 1996 for its 1996 Annual Meeting of Stockholders and incorporated herein by reference). | |
| | |
10.7(b) | The Manitowoc Company, Inc. 1999 Non-Employee Director Stock Option Plan as amended February 2000 (filed as Exhibit 10(d) to the Company's Report on Form 10-K, dated as of December 31, 2000 and incorporated herein by reference). | |
| | |
11 | Statement regarding computation of basic and diluted earnings per share (see Note 7 to the 2001 Consolidated Financial Statements included herein). | X |
| | |
13 | Portions of the 2001 Annual Report to Shareholders of The Manitowoc Company, Inc. incorporated by reference into this Report on Form 10-K. | X |
| | |
21 | Subsidiaries of The Manitowoc Company, Inc. | X |
| | |
23.1 | Consent of PricewaterhouseCoopers LLP, the Company's Independent Accountants. | X |
| | |
* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any unfiled exhibits or schedules to such document.
**
** Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
10k-2000