(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter)~~Charter)

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 preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

~~The number~~As of June 30, 2019, the registrant had 35,347,546 shares ~~outstanding~~ of ~~the Registrant’s~~ common stock, $.01 par value ~~as of September 30, 2017, the most recent practicable date, was 140,734,391.~~per share, outstanding.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

	Three Months Ended September 30,							Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017				2016			2017			2016			2019			2018			2019			2018
Net sales	$	399.4			$	349.8		$	1,099.8		$	1,234.9		$	504.7		$	495.3		$	922.7		$	881.4
Cost of sales		326.9				309.0			899.1			1,027.1			409.5			404.8			747.3			722.5
Gross profit		72.5				40.8			200.7			207.8			95.2			90.5			175.4			158.9
Operating costs and expenses:
Engineering, selling and administrative expenses		60.9				73.0			184.6			218.8			50.5			62.1			109.9			122.5
Asset impairment expense		—				96.9			—			96.9			—			0.4			—			0.4
Amortization of intangible assets		—				0.7			0.7			2.2			0.1			0.1			0.2			0.2
Restructuring expense		3.7				3.9			21.3			17.1			2.7			3.8			7.2			10.0
Other operating (income) expense - net		—				0.5			—			2.3
Total operating costs and expenses		64.6				175.0			206.6			337.3			53.3			66.4			117.3			133.1
Operating income (loss)		7.9				(134.2	)		(5.9	)		(129.5	)
Operating income															41.9			24.1			58.1			25.8
Other income (expense):
Interest expense		(9.6	)			(10.0	)		(29.4	)		(29.6	)		(7.5	)		(9.4	)		(18.4	)		(19.4	)
Amortization of deferred financing fees		(0.5	)			(0.5	)		(1.4	)		(1.8	)		(0.4	)		(0.4	)		(0.8	)		(0.9	)
Loss on debt extinguishment		—				—			—			(76.3	)		—			—			(25.0	)		—
Other income (expense) - net		(1.2	)			0.5			1.8			3.7			15.9			(5.6	)		12.6			(2.9	)
Total other expense		(11.3	)			(10.0	)		(29.0	)		(104.0	)
Income (loss) from continuing operations before taxes		(3.4	)			(144.2	)		(34.9	)		(233.5	)
Provision (benefit) for taxes on income		(13.1	)			(5.3	)		(9.3	)		103.1
Total other income (expense)															8.0			(15.4	)		(31.6	)		(23.2	)
Income from continuing operations before income taxes															49.9			8.7			26.5			2.6
Provision (benefit) for income taxes															3.9			(1.2	)		7.2			2.7
Income (loss) from continuing operations		9.7				(138.9	)		(25.6	)		(336.6	)		46.0			9.9			19.3			(0.1	)
Discontinued operations:
Loss from discontinued operations, net of income taxes of $0.0, $1.8, $0.0 and $0.5, respectively		(0.1	)			(1.8	)		(0.3	)		(5.8	)
Loss from discontinued operations, net of income taxes of $0.0, $0.0, $0.0 and $0.0, respectively															—			(0.2	)		—			(0.2	)
Net income (loss)	$	9.6			$	(140.7	)	$	(25.9	)	$	(342.4	)	$	46.0		$	9.7		$	19.3		$	(0.3	)

Per Share Data
Basic income (loss) per common share:
Income (loss) from continuing operations	$	0.07			$	(1.01	)	$	(0.18	)	$	(2.45	)
Income from continuing operations														$	1.29		$	0.28		$	0.54		$	—
Loss from discontinued operations, net of income taxes		(0.00	)	��		(0.01	)		(0.00	)		(0.04	)		—			(0.01	)		—			(0.01	)
Basic income (loss) per common share	$	0.07			$	(1.02	)	$	(0.18	)	$	(2.49	)	$	1.29		$	0.27		$	0.54		$	(0.01	)

Diluted income (loss) per common share:
Income (loss) from continuing operations	$	0.07			$	(1.01	)	$	(0.18	)	$	(2.45	)
Income from continuing operations														$	1.29		$	0.27		$	0.54		$	—
Loss from discontinued operations, net of income taxes		(0.00	)			(0.01	)		(0.00	)		(0.04	)		—			—			—			(0.01	)
Diluted income (loss) per common share	$	0.07			$	(1.02	)	$	(0.18	)	$	(2.49	)	$	1.29		$	0.27		$	0.54		$	(0.01	)

Weighted average shares outstanding - basic		140,531,426				138,422,953			140,351,927			137,390,809			35,595,718			35,530,356			35,619,145			35,449,298
Weighted average shares outstanding - diluted		143,337,177				138,422,953			140,351,927			137,390,809			35,725,908			36,064,108			35,799,089			35,449,298

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

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Net income (loss)

$
9.6

$
(140.7
)

$
(25.9
)

$
(342.4
)
Other comprehensive income (loss), net of tax

Unrealized income on derivatives, net of income tax
   provision of $0.0, $0.0, $0.0 and $0.0, respectively

—

0.2

0.6

1.7

Employee pension and postretirement benefits, net of
   income tax provision of $3.3, $0.0, $4.1 and $0.0,
   respectively

5.7

1.1

6.8

3.5

Foreign currency translation adjustments

14.2

5.7

47.4

37.5

Total other comprehensive income, net of tax

19.9

7.0

54.8

42.7

Comprehensive income (loss)

$
29.5

$
(133.7
)

$
28.9

$
(299.7
)

	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
Net income (loss)	$	46.0	$	9.7		$	19.3		$	(0.3	)
Other comprehensive income (loss), net of income tax
Unrealized income (expense) on derivatives, net of income tax provision of $0.0, $0.0, $0.0 and $0.0, respectively		0.6		(3.3	)		0.7			(3.4	)
Employee pension and postretirement benefits, net of income tax benefit (provision) of $0.0, $(0.1), $0.0 and $0.0, respectively		0.5		0.7			1.0			1.3
Foreign currency translation adjustments		1.2		(26.8	)		(1.3	)		(15.2	)
Total other comprehensive income (loss), net of income tax		2.3		(29.4	)		0.4			(17.3	)
Comprehensive income (loss)	$	48.3	$	(19.7	)	$	19.7		$	(17.6	)

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

September 30,
2017

December 31,
2016

Assets

Current Assets:

Cash and cash equivalents

$
29.3

$
69.9

Accounts receivable, less allowances of $11.4 and $11.1, respectively

165.0

134.4

Inventories — net

482.2

429.0

Notes receivable — net

35.6

62.4

Other current assets

65.3

54.0

Total current assets

777.4

749.7

Property, plant and equipment — net

314.1

308.8

Goodwill

317.7

299.6

Other intangible assets — net

120.9

114.1

Other long-term assets

53.1

45.6

Total assets

$
1,583.2

$
1,517.8

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable and accrued expenses

$
360.3

$
321.2

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

10.2

12.4

Product warranties

33.2

36.5

Customer advances

15.6

21.0

Product liabilities

22.8

21.7

Total current liabilities

442.1

412.8

Non-Current Liabilities:

Long-term debt

277.4

269.1

Deferred income taxes

43.5

36.6

Pension obligations

85.1

86.4

Postretirement health and other benefit obligations

28.8

38.0

Long-term deferred revenue

19.2

20.3

Other non-current liabilities

59.2

64.1

Total non-current liabilities

513.2

514.5

Commitments and contingencies (Note 14)

Stockholders' Equity:

Preferred stock (authorized 3,500,000 shares of $.01 par value;
none outstanding)

—

—

Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 140,734,391 and 139,841,214 shares outstanding, respectively)

1.4

1.4

Additional paid-in capital

573.6

567.6

Accumulated other comprehensive loss

(108.1
)

(162.9
)
Retained earnings

221.4

247.3

Treasury stock, at cost (22,441,537 and 23,334,714 shares, respectively)

(60.4
)

(62.9
)
Total stockholders' equity

627.9

590.5

Total liabilities and stockholders' equity

$
1,583.2

$
1,517.8

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

Nine Months Ended

2017

2016

Cash Flows from Operations:

Net loss

$
(25.9
)

$
(342.4
)
Adjustments to reconcile net loss to cash used for operating activities of
   continuing operations:

Asset impairment expense

—

96.9

Discontinued operations, net of income taxes

0.3

5.8

Depreciation

29.1

34.9

Amortization of intangible assets

0.7

2.2

Amortization of deferred financing fees

1.4

1.8

Deferred income taxes

(1.3
)

114.0

Loss on early debt extinguishment

—

15.4

(Gain) loss on sale of property, plant and equipment

(1.0
)

1.1

Other

6.4

(2.7
)
Changes in operating assets and liabilities, excluding effects of business
   divestitures:

Accounts receivable

(19.8
)

25.3

Inventories

(33.8
)

(32.5
)
Notes receivable

15.0

24.6

Other assets

(12.1
)

(11.5
)
Accounts payable

36.4

(87.0
)
Accrued expenses and other liabilities

(29.3
)

(26.1
)
Net cash used for operating activities of continuing operations

(33.9
)

(180.2
)
Net cash used for operating activities of discontinued operations

(0.3
)

(49.3
)
Net cash used for operating activities

(34.2
)

(229.5
)

Cash Flows from Investing:

Capital expenditures

(17.0
)

(34.8
)
Proceeds from sale of fixed assets

6.7

2.3

Other

0.3

(0.3
)
Net cash used for investing activities of continuing operations

(10.0
)

(32.8
)
Net cash used for investing activities of discontinued operations

—

(2.4
)
Net cash used for investing activities

(10.0
)

(35.2
)

Cash Flows from Financing:

Proceeds from revolving credit facility

10.0

20.0

Payments on long-term debt

(7.5
)

(1,372.0
)
Proceeds from long-term debt

—

262.0

Payments on notes financing - net

(3.6
)

(8.7
)
Debt issuance costs

—

(8.9
)
Exercises of stock options

3.7

6.4

Dividend from spun-off subsidiary

—

1,361.7

Cash transferred to spun-off subsidiary

—

(17.7
)
Net cash provided by financing activities of continuing operations

2.6

242.8

Net cash provided by financing activities of discontinued operations

—

0.2

Net cash provided by financing activities

2.6

243.0

Effect of exchange rate changes on cash

1.0

1.2

Net decrease in cash and cash equivalents

(40.6
)

(20.5
)
Balance at beginning of period, including cash of discontinued operations of
   $0.0 and $31.9

69.9

63.4

Balance at end of period

$
29.3

$
42.9

	June 30, 2019			December 31, 2018
Assets
Current Assets:
Cash and cash equivalents	$	35.0		$	140.3
Accounts receivable, less allowances of $10.1 and $10.3, respectively		265.1			171.8
Inventories — net		552.3			453.1
Notes receivable — net		17.9			19.4
Other current assets		37.2			58.3
Total current assets		907.5			842.9

Property, plant and equipment — net		283.5			288.9
Operating lease right-of-use assets		47.6			—
Goodwill		232.7			232.8
Other intangible assets — net		117.5			118.1
Other long-term assets		63.8			59.2
Total assets	$	1,652.6		$	1,541.9
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	421.9		$	425.2
Short-term borrowings and current portion of long-term debt		8.7			6.4
Product warranties		42.4			39.1
Customer advances		10.6			9.6
Other liabilities		25.3			16.3
Total current liabilities		508.9			496.6
Non-Current Liabilities:
Long-term debt		309.6			266.7
Operating lease liabilities		37.0			—
Deferred income taxes		5.3			5.7
Pension obligations		82.9			85.7
Postretirement health and other benefit obligations		18.0			18.3
Long-term deferred revenue		28.5			25.2
Other non-current liabilities		42.7			42.4
Total non-current liabilities		524.0			444.0
Commitments and contingencies (Note 16)
Stockholders' Equity:
Preferred stock (authorized 3,500,000 shares of $.01 par value; none outstanding)		—			—
Common stock (75,000,000 shares authorized, 40,793,983 shares issued, 35,347,546 and 35,588,833 shares outstanding, respectively)		0.4			0.4
Additional paid-in capital		588.8			584.8
Accumulated other comprehensive loss		(116.2	)		(116.6	)
Retained earnings		208.9			189.6
Treasury stock, at cost (5,446,437 and 5,205,150 shares, respectively)		(62.2	)		(56.9	)
Total stockholders' equity		619.7			601.3
Total liabilities and stockholders' equity	$	1,652.6		$	1,541.9

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

	Six Months Ended June 30,
	2019			2018
Cash Flows from Operating Activities:
Net income (loss)	$	19.3		$	(0.3	)
Adjustments to reconcile net income (loss) to cash used for operating activities:
Asset impairment expense		—			0.4
Depreciation		17.4			18.2
Amortization of intangible assets		0.2			0.2
Amortization of deferred financing fees		0.8			0.9
Loss on debt extinguishment		25.0			—
Gain on sale of property, plant and equipment		—			(2.2	)
Other		6.0			0.7
Changes in operating assets and liabilities:
Accounts receivable		(222.6	)		(273.9	)
Inventories		(106.5	)		(79.5	)
Notes receivable		(2.3	)		8.3
Other assets		26.1			0.3
Accounts payable		22.1			69.2
Accrued expenses and other liabilities		(20.9	)		(10.6	)
Net cash used for operating activities		(235.4	)		(268.3	)

Cash Flows from Investing Activities:
Capital expenditures		(9.7	)		(15.2	)
Proceeds from sale of fixed assets		4.8			8.4
Cash receipts on sold accounts receivable		126.3			238.0
Net cash provided by investing activities		121.4			231.2

Cash Flows from Financing Activities:
Proceeds from revolving credit facility		82.8			—
Payments on revolving credit facility		(82.8	)		—
Payments on long-term debt		(276.6	)		—
Proceeds from long-term debt		300.0			—
Other debt - net		1.9			(3.0	)
Debt issuance costs		(8.2	)		—
Exercises of stock options		0.1			2.0
Common stock repurchases		(7.4	)		—
Net cash provided by (used for) financing activities		9.8			(1.0	)

Effect of exchange rate changes on cash		(1.1	)		(1.2	)

Net decrease in cash and cash equivalents		(105.3	)		(39.3	)
Cash and cash equivalents at beginning of period		140.3			123.0
Cash and cash equivalents at end of period	$	35.0		$	83.7

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

	June 30, 2019			December 31, 2018
Common Stock - Shares Outstanding
Balance at beginning of period		35,588,833			35,273,864
Stock options exercised		34,979			95,019
Restricted stock, net		141,916			165,404
Performance shares issued		54,860			54,546
Common stock repurchases		(473,042	)		—
Balance at end of period		35,347,546			35,588,833
Common Stock - Par Value
Balance at beginning of period	$	0.4		$	0.4
Balance at end of period	$	0.4		$	0.4
Additional Paid-in Capital
Balance at beginning of period	$	584.8		$	577.6
Stock options exercised and issuance of other stock awards		(2.1	)		(1.0	)
Stock-based compensation		6.1			8.2
Balance at end of period	$	588.8		$	584.8
Accumulated Other Comprehensive Loss
Balance at beginning of period	$	(116.6	)	$	(97.4	)
Other comprehensive income (loss)		0.4			(19.2	)
Balance at end of period	$	(116.2	)	$	(116.6	)
Retained Earnings
Balance at beginning of period - As reported	$	189.6		$	256.7
Net income (loss)		19.3			(67.1	)
Balance at end of period	$	208.9		$	189.6
Treasury Stock
Balance at beginning of period	$	(56.9	)	$	(59.8	)
Stock options exercised and issuance of other stock awards		2.1			2.9
Common stock repurchases		(7.4	)		—
Balance at end of period	$	(62.2	)	$	(56.9	)
Total equity	$	619.7		$	601.3

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

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018

The Manitowoc Company, Inc. (“Manitowoc,” “MTW” ~~and~~or the “Company”) was founded in 1902 and has over a 116-year tradition of providing high-quality, customer-focused products and support services to its markets. Manitowoc is aone of the world's leading ~~provider~~providers of engineered lifting ~~equipment for the global construction industry, including lattice-boom~~solutions. Manitowoc, through its wholly-owned subsidiaries, designs, manufactures, markets, and supports comprehensive product lines of mobile telescopic cranes, tower cranes, ~~mobile telescopic~~lattice-boom crawler cranes, and boom ~~trucks.~~ trucks under the Grove, Manitowoc, National Crane, Potain, Shuttlelift and Manitowoc Crane Care brand names.

The Company has ~~one~~three reportable segments, the Americas segment, ~~the Crane business.~~Europe and Africa (“EURAF”) segment and Middle East and Asia Pacific (“MEAP”) segment. The ~~segment was~~segments were identified using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance. Refer to Note 14, “Segments” for additional information.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, the cash flows for the same ~~nine-month~~six-month periods and the financial position and equity at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, and except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. The interim results are not necessarily indicative of results for a full year and do not contain information included in the Company’s annual consolidated financial statements and notes for the year ended December 31, ~~2016.~~2018. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to ~~SEC~~Securities and Exchange Commission rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the Condensed Consolidated Financial Statements included herein are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

During the ~~first~~fourth quarter of fiscal 2016, MTW's Board of Directors approved the tax-free spin-off of the Company’s foodservice business (“MFS”) into an independent, public company (the “Spin-Off”). To consummate the Spin-Off, the Board declared a pro rata dividend of MFS common stock to MTW’s stockholders of record as of the close of business on February 22, 2016 (the “Record Date”), payable on March 4, 2016. Each MTW stockholder received one share of MFS common stock for every share of MTW common stock held as of the close of business on the Record Date.

In these Condensed Consolidated Financial Statements, unless otherwise indicated, references to Manitowoc, MTW and the Company refer to The Manitowoc Company, Inc. and its consolidated subsidiaries after giving effect to the Spin-Off, or in the case of information as of dates or for periods prior to the Spin-Off, the consolidated entities of the Crane business and certain other assets and liabilities that were historically held at the MTW corporate level but were specifically identifiable and attributable to the Crane business.

As a result of the Spin-Off, the Condensed Consolidated Financial Statements and related financial information reflect MFS operations, assets and liabilities and cash flows as discontinued operations for all periods presented. Refer to Note 2, “Discontinued Operations,” for additional information regarding the Spin-Off.

~~All dollar amounts, except share and per share amounts, are in millions of dollars throughout the tables included in these notes, unless otherwise indicated.~~

~~During the second quarter of 2016,~~2018, the Company identified an adjustment to the ~~previously issued financial statements~~Condensed Consolidated Statement of Cash Flows for the ~~three~~six months ended ~~March 31, 2016.~~June 30, 2018. The adjustment related to ~~accumulated other comprehensive loss (“AOCL”),~~the treatment of cash receipts on sold accounts receivable, whereby the Company had ~~understated loss on debt extinguishment~~overstated cash flows provided by ~~$4.3 million, overstated income tax expense by $0.8 million~~investing activities and understated ~~loss from continuing operations~~cash flows used for operating activities by ~~$3.5 million in the first quarter of 2016. The adjustment also resulted in an overstatement of AOCL and understatement of retained earnings by $2.6 million as of March 31, 2016.~~

approximately $12.7 million. In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections” and ASC Topic 250-10-S99-1, “Assessing Materiality.” The Company determined that ~~these errors were~~this error was not material to the ~~Company's~~Company’s prior ~~interim~~ period consolidated financial statements and therefore, amending the previously filed report was not ~~required. However, the Company determined that the impact of the corrections would be too significant to record within the second quarter of 2016. As such, the revision for the correction was~~required, however this adjustment has been reflected in ~~the financial information for the first quarter of 2016.~~this filing.

~~During the fourth quarter of 2016, the Company identified an adjustment~~Certain prior period amounts have been reclassified to conform to the ~~previously issued financial statements for~~current period presentation. All dollar amounts, except share amounts, are in millions of dollars throughout the three months ended March 31, 2016, related to a non-cash reclassification between continuing and discontinued operations within the operating section of the Statement of Cash Flows for the three months ended March 31, 2016, whereby the changetables in these notes unless otherwise indicated.

accrued expenses and other liabilities and net cash used for operating activities of continuing operations was understated by $16.2 million, and the net cash used for operating activities of discontinued operating activities was overstated by $16.2 million. In evaluating whether the Company’s previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250 and ASC Topic 250-10-S99-1. 2. Revenues

The Company ~~determined that these errors were not material to the Company's prior interim period consolidated financial statements, and therefore, amending the previously filed reports was not required.~~records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. The ~~revision for the correction was reflected in the financial information for the first quarter of 2016.~~

In the fourth quarter of 2016, the Company changed its method of inventory costing for certain inventory to the FIFO method from the LIFO method. The Company applied this change in method of inventory costing by retrospectively adjusting the prior period financial statements. As a result of the retrospective adjustment oftable below shows the change in ~~accounting principle, certain amounts in~~ the ~~Company's Condensed Consolidated Financial Statements~~customer advances balance for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016 were adjusted.~~2019 and 2018.

Disaggregation of the ~~adjustments on the impacted financial statement line items~~Company’s revenue sources are disclosed in ~~the Condensed Consolidated Statements of Operations as revised and as previously presented in the September 30, 2016 Form 10-Q is as follows ($ in millions):~~

Three Months Ended September 30, 2016

Nine Months Ended September 30, 2016

As
previously
presented

Impact of
change to
FIFO

As revised

As
previously
presented

Impact of
change to
FIFO

As revised

Cost of sales

$
308.3

$
0.7

$
309.0

$
1,023.3

$
3.8

$
1,027.1

Operating loss

(133.5
)

(0.7
)

(134.2
)

(125.7
)

(3.8
)

(129.5
)
Loss from continuing operations before taxes
on income

(143.5
)

(0.7
)

(144.2
)

(229.7
)

(3.8
)

(233.5
)
Provision (benefit) for taxes on income

(5.3
)

—

(5.3
)

116.9

(13.8
)

103.1

Income (loss) from continuing operations

(138.2
)

(0.7
)

(138.9
)

(346.6
)

10.0

(336.6
)
Discontinued operations:

Loss from discontinued operations, net of income
taxes

(1.8
)

—

(1.8
)

(5.8
)

—

(5.8
)
Net income (loss)

$
(140.0
)

$
(0.7
)

$
(140.7
)

$
(352.4
)

$
10.0

$
(342.4
)

Income (loss) per common share - basic and diluted

Income (loss) from continuing operations

$
(1.00
)

$
(0.01
)

$
(1.01
)

$
(2.52
)

$
0.07

$
(2.45
)
Loss from discontinued operations

(0.01
)

—

(0.01
)

(0.04
)

—

(0.04
)
Income (loss) per common share

$
(1.01
)

$
(0.01
)

$
(1.02
)

$
(2.56
)

$
0.07

$
(2.49
)

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

~~Major classes of line items constituting earnings from discontinued operations before income taxes related to MFS~~

Net losses recorded by the Company related to discontinued operations from various businesses disposed in prior periods were $0.1 million and $0.3 million for the three and nine months ended September 30, 2017, respectively.

Manitowoc and MFS entered into agreements in connection with the Spin-Off, including a transition services agreement (“TSA”), separation and distribution agreement, tax matters agreement, intellectual property matters agreement and an employee matters agreement.

Pursuant to the TSA, Manitowoc, MFS and their respective subsidiaries provided various services to each other on an interim, transitional basis. Services provided by Manitowoc included, among others, finance, information technology and certain other administrative services. The services generally commenced on March 4, 2016, and all have terminated, generally within 12 months of that date. Billings by Manitowoc under the TSA were recorded as a reduction of the costs to provide the respective service in the applicable expense category.

Separation costs recorded by the Company during the three and nine months ended September 30, 2017, and three months ended September 30, 2016, related to the Spin-Off were negligible. During the nine months ended September 30, 2016, the Company recorded $27.7 million of separation costs related to the Spin-Off. Separation costs consisted primarily of professional and consulting fees and were included in the results of discontinued operations.

The components of inventories as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 are summarized as follows:

($ in millions)	September 30, 2017			December 31, 2016
Inventories:
							June 30, 2019			December 31, 2018
Raw materials	$	133.2		$	109.3		$	180.3		$	159.2
Work-in-process		125.9			88.4			150.1			112.0
Finished goods		272.4			270.9			280.3			238.0
Total inventories		531.5			468.6			610.7			509.2
Excess and obsolete inventory reserve		(49.3	)		(39.6	)		(58.4	)		(56.1	)
Inventories — net	$	482.2		$	429.0		$	552.3		$	453.1

~~In the fourth quarter of 2016, the Company changed its method of inventory costing from LIFO to FIFO for certain of its inventory. See footnote 1 for further information.~~

~~Notes~~The Company has notes receivable balances that are classified as ~~of September 30, 2017 and December 31, 2016, consisted primarily~~current or long-term based on the timing of amounts due to the Company's captive finance company in China and the remaining balance on the note from the 2014 sale of Manitowoc Dong Yue. In the third quarter of 2017, the Company renegotiated the terms of the note with Manitowoc Dong Yue to provide extended payment terms, which resulted in a reclassification of $9.8 million from current notes receivable to long-term notes receivable. As of September 30, 2017, the Company had current and long-term notes receivable in the amount of $35.6 million and $25.7 million, respectively. As of December 31, 2016, the Company had current and long-term notes receivable in the amount of $62.4 million and $21.1 million, respectively.due. Long-term notes receivable are included within other long-term assets on the Condensed Consolidated Balance ~~Sheet.~~Sheets. Current and long-term notes receivable balances primarily relate to the Company’s captive finance entity in China. The Company also has a long-term note receivable balance related to the 2014 sale of Manitowoc Dong Yue. As of June 30, 2019, the Company had current and long-term notes receivable in the amount of $17.9 million and $20.8 million, respectively. As of December 31, 2018, the Company had current and long-term notes receivable in the amount of $19.4 million and $17.0 million, respectively.

The components of property, plant and equipment at June 30, 2019 and December 31, 2018 are summarized as follows:

The Company has classified the Manitowoc, Wisconsin manufacturing buildings and land as held for sale on the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018. The net book value of assets held for sale were $8.8 million and $12.9 million as of June 30, 2019 and December 31, 2018, respectively, and are included in other current assets on the Condensed Consolidated Balance Sheets. During the first quarter of 2019, a portion of the manufacturing site was sold which resulted in a decrease in assets held for sale.

~~The changes in the carrying amount of goodwill for the year ended December 31, 2016 and the nine months ended September 30, 2017 are as follows:~~

~~The Company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles — Goodwill and Other” for its single reporting unit, Cranes.~~

The Company performs an annual impairment review during the fourth quarter of every year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no impairment indicators since the fourth quarter of ~~2016;~~2018; therefore, no impairment review has ~~occurred.~~ occurred during the six months ended June 30, 2019.

The Company performs the impairment review for goodwill and indefinite-lived intangible assets using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared withchanges in the carrying amount of goodwill for the ~~reporting unit, including recorded goodwill, or indefinite-lived intangible asset. The intangible asset is then subject to risk of write-down to~~year ended December 31, 2018 and the ~~extent that the carrying amount exceeds the estimated fair value.~~six months ended June 30, 2019 are summarized as follows:

A considerable amount of management judgment and assumptions are required in performing the impairment test, principally in determining the fair value of the reporting unit. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, impairment charges could be required. Weakening industry or economic trends, disruptions to the Company's business, unexpected significant changes or planned changes in the use of the assets or in entity structure may adversely impact the assumptions used in the valuations. The Company continually monitors market conditions and determines if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. In the event the Company determines that assets are impaired in the future, the Company would recognize a non-cash impairment charge, which could have a material adverse effect on the Company’s Condensed Consolidated Balance Sheets and Results of Operations.

Other intangible assets with definite lives ~~continue to be~~are amortized over their estimated useful lives. Definite lived intangible assets are also subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable.

The gross carrying amount, accumulated amortization and net book value of the Company’s intangible assets other than goodwill at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 are summarized as follows:

	September 30, 2017							December 31, 2016							June 30, 2019							December 31, 2018
($ in millions)	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
															Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademarks and tradenames	$	98.6	$	—		$	98.6	$	92.4	$	—		$	92.4	$	96.2	$	—		$	96.2	$	96.7	$	—		$	96.7
Customer relationships		10.5		(8.5	)		2.0		10.3		(7.8	)		2.5		10.2		(8.5	)		1.7		10.1		(8.4	)		1.7
Patents		30.4		(29.4	)		1.0		28.5		(27.4	)		1.1		29.7		(28.8	)		0.9		29.8		(29.0	)		0.8
Engineering drawings		10.7		(10.6	)		0.1		10.0		(9.9	)		0.1		10.5		(10.5	)		—		10.5		(10.5	)		—
Distribution network		19.3		(0.1	)		19.2		18.0		—			18.0		18.9		(0.1	)		18.8		19.0		(0.1	)		18.9
Other intangibles		0.3		(0.3	)		—		0.2		(0.2	)		—
Total	$	169.8	$	(48.9	)	$	120.9	$	159.4	$	(45.3	)	$	114.1	$	165.5	$	(48.0	)	$	117.5	$	166.1	$	(48.0	)	$	118.1

Amortization expense for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 was ~~$0.0~~$0.1 million and ~~$0.7~~$0.1 million, respectively. Amortization expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 was ~~$0.7~~$0.2 million and ~~$2.2~~$0.2 million, respectively.

The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC Topic 360-10-5, “Property, Plant and Equipment.” ASC Topic 360-10-5 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and to evaluate the asset group against the sum of the undiscounted future cash flows. Property, plant and equipment are depreciated over the estimated useful lives of the assets using the straight-line depreciation method for financial reporting and on accelerated methods for income tax purposes.

Accounts payable and accrued expenses at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 are summarized as follows:

($ in millions)	September 30, 2017		December 31, 2016
					June 30, 2019		December 31, 2018
Trade accounts payable	$	210.4	$	157.7	$	265.1	$	249.2
Employee-related expenses		33.6		28.1		49.6		59.5
Accrued vacation		21.9		21.8		25.9		24.3
Miscellaneous accrued expenses		94.4		113.6		81.3		92.2
Total	$	360.3	$	321.2	$	421.9	$	425.2

Outstanding debt at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 is summarized as follows:

($ in millions)	September 30, 2017			December 31, 2016
Revolving credit facility	$	10.0		$	—
							June 30, 2019			December 31, 2018
Senior secured asset based revolving credit facility							$	—		$	—
Senior secured second lien notes due 2021		251.4			249.8			—			254.2
Senior secured second lien notes due 2026								300.0			—
Other		29.5			35.7			23.2			21.2
Deferred financing costs		(3.3	)		(4.0	)		(4.9	)		(2.3	)
Total debt		287.6			281.5			318.3			273.1
Short-term borrowings and current portion of long-term debt		(10.2	)		(12.4	)		(8.7	)		(6.4	)
Long-term debt	$	277.4		$	269.1		$	309.6		$	266.7

~~The balance sheet values~~On March 25, 2019, the Company and certain of its subsidiaries entered into an indenture with U.S. Bank National Association as trustee and notes collateral agent, pursuant to which the ~~12.750%~~Company issued $300.0 million aggregate principal amount senior secured second lien notes due ~~2021~~on April 1, 2026 with an annual coupon rate of 9.000% (the ~~"2021 Notes"~~“2026 Notes”) as. Interest on the 2026 Notes is payable in cash semi-annually in arrears on April 1 and October 1 of ~~September 30, 2017~~each year. The 2026 Notes are fully and ~~December 31, 2016 are not equal to the face value~~unconditionally guaranteed on a senior secured second lien basis, jointly and severally, by each of the ~~2021 Notes, $260.0 million, because of original issue discounts included in~~Company’s existing and future domestic subsidiaries that is either a guarantor or a borrower under the ~~applicable balance sheet values.~~

As of September 30, 2017, the Company had outstanding $29.5 million of other indebtedness that has a weighted-average interest rate of approximately 5.44%. This debt includes balances on local credit lines and capital lease obligations.

~~On March 3, 2016, the Company entered into a $225.0 million Asset Based~~ABL Revolving Credit Facility (as ~~amended,~~defined below) or that guarantees certain other debt of the Company or a guarantor. The 2026 Notes and the related guarantees are secured on a second-priority basis, subject to certain exceptions and permitted liens, by pledges of capital stock and other equity interests and other security interests in substantially all of the personal property and fee-owned real property of the Company and of the guarantors that secure obligations under the ABL Revolving Credit Facility. The 2026 Notes were sold pursuant to exemptions from registration under the Securities Act of 1933.

Additionally, on March 25, 2019,the Company and certain subsidiaries of the Company (the “Loan Parties”) entered into a credit agreement (the “ABL Credit Agreement”) with JP Morgan Chase Bank, N.A as administrative and collateral agent, and certain financial institutions party thereto as lenders, providing for a senior secured asset-based revolving credit facility (the “ABL Revolving Credit Facility”) ~~with Wells Fargo Bank, N.A. as administrative agent, and JP Morgan Chase Bank, N.A. and Goldman Sachs Bank USA as joint lead arrangers.~~of up to $275.0 million. The borrowing capacity under the ABL Revolving Credit Facility ~~capacity calculation~~ is ~~defined in the related credit agreement and is dependent~~based on the ~~fair~~ value of inventory, accounts receivable and fixed assets of the ~~loan parties, which secure~~Loan Parties. The Loan Parties’ obligations under the ~~borrowings.~~ABL Revolving Credit Facility are secured on a first-priority bases, subject to certain exceptions and permitted liens, by substantially all of the personal property and fee-owned real property of the Loan Parties. The liens securing the ABL Revolving Credit Facility are senior in priority to the second-priority liens securing the obligations under the 2026 Notes and the related guarantees. The ABL Revolving Credit Facility has a term of 5 years and includes a $75.0 million letter of credit ~~sublimit,~~sub-facility, $10.0 million of which ~~can be applied~~is available to the Company’s German ~~borrower.~~subsidiary that is a borrower under the ABL Revolving Credit Facility.

The Company used the initial extension of credit under the ABL Revolving Credit Facility, ~~was amended~~together with the net proceeds from the offering of the 2026 Notes, to ~~accommodate certain previously restricted activities related to the relocation~~(i) redeem all of the Company’s ~~manufacturing operations from Manitowoc, Wisconsin to Shady Grove, Pennsylvania. Among other things,~~$260.0 million in outstanding 12.750% Senior Secured Second Lien Notes due 2021 (the “Prior 2021 Notes”); (ii) repay all obligations outstanding, and terminate all commitments, under (x) the ~~amendment allows~~Company’s previous $225.0 million ABL Revolving Credit Facility (“Prior ABL Facility”) and (y) $75.0 million AR Securitization Facility; and (iii) pay related fees and expenses, including $16.6 million of call premium on the Prior 2021 Notes, $5.0 million of closing costs and $4.6 million of accrued interest.

During the six months ended June 30, 2019, the Company ~~to transfer, sell and/or impair fixed assets located at~~recorded a $25.0 million charge in the ~~Wisconsin facility~~Condensed Consolidated Statement of Operations associated with ~~limited impact on~~ the ~~availability under the facility.~~

~~In April 2017,~~Company’s refinancing of the ABL Revolving Credit Facility ~~was amended to modify several definitions regarding eligible equipment~~ and ~~inventory as it relates to a key financing partner~~2026 Notes. The charge is composed of ~~the Company. The amendment has had, and is expected to continue to have, a minimal impact~~$16.6 million of call premium on the ~~Company’s daily operations~~Prior 2021 Notes, $5.3 million of unamortized discount on the Prior 2021 Notes and ~~borrowing limits.~~$3.1 million of unamortized debt issuance costs.

As of ~~September~~June 30, ~~2017,~~2019, the ~~Company's~~Company had other indebtedness outstanding ~~balance~~of $23.2 million that had a weighted-average interest rate of approximately 4.625%. This debt includes balances on ~~the ABL Revolving Credit Facility was $10.0 million.~~ local credit lines and other financing arrangements.

The Company had no borrowings on the ABL Revolving Credit Facility atas of June 30, 2019 and no borrowings on the Prior ABL Facility as of December 31, ~~2016.~~2018. During the quarter ended ~~September~~June 30, ~~2017,~~2019, the highest daily borrowing under either the ABL Revolving Credit Facility or the Prior ABL Facility was ~~$59.5~~$39.7 million and the average ~~borrowing~~amount borrowed was ~~$30.9~~$23.0 million, while the average annual interest rate was ~~3.11%~~3.982%. The interest rate of the ABL Revolving Credit Facility fluctuates based on excess availability. As of ~~September~~June 30, ~~2017,~~2019, the spreads for ~~LIBOR~~London Interbank Offered Rate and ~~Prime~~prime rate borrowings

were ~~1.50%~~1.25% and ~~0.50%~~0.00%, respectively, with excess availability of approximately ~~$136.7~~$271.0 million, which represents revolver borrowing capacity of ~~$161.1~~$275.0 million less ~~borrowings of $10.0 million and~~ U.S. letters of credit outstanding of ~~$14.4~~$4.0 million.

The ABL Revolving Credit Facility replaced the Company’s prior $1,050.0 million Third Amended and Restated Credit Agreement (the “Prior Senior Credit Facility”). The Prior Senior Credit Facility included three different loan facilities: a $500.0 million revolving facility and two term loans in the aggregate amount of $550.0 million.

In the first quarter of 2016, the Company terminated the Prior Senior Credit Facility along with $175.0 million notional amount of float-to-fixed interest rate swaps related to one of its prior term loans, resulting in a loss of $5.9 million for the write-off of deferred financing expenses and $4.3 million for the termination of interest rate swaps.

On February 18, 2016, the Company entered into an indenture with Wells Fargo Bank, N.A., as trust and collateral agent, and sold $260.0 million aggregate principal amount of its 2021 Notes. Interest on the 2021 Notes is payable semi-annually in February and August of each year. The 2021 Notes were sold pursuant to exemptions from registration under the Securities Act of 1933.

Both the ABL Revolving Credit Facility and ~~2021~~the 2026 Notes include customary covenants ~~and events of default~~ which include, without limitation, restrictions on, ~~indebtedness,~~the Company’s ability and the ability of the Company’s restricted subsidiaries to incur, assume or guarantee additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of the Company’s capital ~~expenditures,~~stock or make other restricted payments, ~~disposals,~~make certain investments, sell or transfer certain assets, create liens on certain assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates and ~~acquisitions.~~designate the Company’s subsidiaries as unrestricted. Both the ABL Revolving Credit Facility and the 2026 Notes also include customary events of default.

Additionally, the ABL Revolving Credit Facility contains a ~~Fixed Charge Coverage springing financial~~ covenant ~~which measures~~requiring the Company to maintain a minimum fixed charge coverage ratio ~~of (i) consolidated earnings before interest, taxes, depreciation, amortization and other adjustments as defined~~under certain circumstances set forth in the related credit agreement, to (ii) fixed charges, as defined in the credit agreement. The financial covenant is triggered only if the Company fails to maintain minimum levels of availability under the facility. If triggered, the Company must maintain a Minimum Fixed Charge Coverage Ratio of 1.00 to 1.

On March 3, 2016, the Company redeemed its former 8.50% Senior Notes due 2020 (the “Prior 2020 Notes”) and 5.875% Senior Notes due 2022 (the “Prior 2022 Notes”) for $625.5 million and $330.5 million, or 104.250% and 110.167% expressed as a percentage of the principal amount, respectively.

The redemption of the Prior 2020 Notes resulted in a loss on debt extinguishment of $31.5 million during the first quarter of 2016 and consisted of $24.6 million related to redemption premium and $6.9 million related to write-off of deferred financing fees. Previously monetized derivative assets related to fixed-to-float interest rate swaps were treated as an increase to the debt balance of the Prior 2020 Notes and were being amortized to interest expense over the life of the original swap. As a result of the redemption, the remaining monetization balance of $11.8 million as of March 3, 2016 was amortized as a reduction to interest expense during the first quarter of 2016.

The redemption of the Prior 2022 Notes resulted in a loss on debt extinguishment of $34.6 million during the first quarter of 2016 and consisted of $31.2 million related to redemption premium and $3.4 million related to write-off of deferred financing

fees. Previously, derivative liabilities related to termination of fixed-to-float swaps were treated as a decrease to the debt balance of the Prior 2022 Notes and were being amortized to interest expense over the life of the original swap. As a result of the redemption, the remaining balance of $0.7 million as of March 3, 2016 was amortized as an increase to interest expense during the first quarter of 2016.

~~Outstanding balances under the Company's Prior 2020 and Prior 2022 Notes, as well as the Prior Senior~~ABL Credit ~~Facility, were repaid with proceeds from the 2021 Notes and a cash dividend from MFS in conjunction with the Spin-Off.~~Agreement.

As of ~~September~~June 30, ~~2017,~~2019, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the ABL Revolving Credit Facility and ~~2021~~2026 Notes.

The Company maintains an accounts receivable securitization program with a commitment size of $75.0 million, whereby transactions under the program are accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.”

~~On March 3, 2016, the Company entered into~~had maintained a Receivables Purchase Agreement (“RPA”) among Manitowoc Funding, LLC (“MTW Funding”), as Seller, The Manitowoc Company, Inc., as Servicer, and Wells Fargo Bank, N.A., as Purchaser and as Agent, ~~to replace its prior facility.~~

with a commitment size of $75.0 million. Under the RPA (and the related Purchase and Sale ~~Agreements)~~Agreements referenced in the RPA), the Company’s domestic trade accounts receivable ~~are~~were sold to MTW Funding which, in turn, ~~sells, conveys, transfers~~sold, conveyed, transferred and ~~assigns~~assigned to a third-party financial institution (“Purchaser”), all of MTW ~~Funding's~~Funding’s rights, title and interest in a pool of receivables to the Purchaser.

~~The Purchaser receives ownership of~~ Transactions under the ~~pool of receivables in each instance. New receivables~~program are ~~purchased by MTW Funding and sold to the Purchaser~~accounted for as cash collections reduce previously sold investments. The Company acts as the servicer (in such capacity, the “Servicer”) of the receivables and, as such, administers, collects and otherwise enforces the receivables. The Servicer is compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. The Servicer initially receives payments made by obligors on the receivables but is required to remit those payments to the Purchasersales in accordance with ~~the RPA. The Purchaser has no recourse for uncollectible receivables.~~ASC Topic 860, “Transfers and Servicing.” This program was terminated on March 25, 2019.

Trade accounts receivable sold to the Purchaser and being serviced by the Company totaled ~~$211.3 million~~zero and ~~$145.3~~$149.0 million for the three and six months ended ~~September~~June 30, ~~2017~~2019, respectively. Trade receivables sold to the Purchaser and ~~2016,~~being serviced by the Company totaled $223.4 million and $384.3 million for the three and six months ended June 30, 2018, respectively. Cash proceeds received from customers related to the receivables previously sold for the three and six months ended ~~September~~June 30, ~~2017~~2019 were zero and ~~2016~~$182.8 million, respectively. Cash proceeds received from customers related to the receivables previously sold for the three and six months ended June 30, 2018 were ~~$179.7~~$179.9 million and ~~$172.5~~$343.0 million, respectively.

Sales of trade receivables under the program reflected as a reduction of accounts receivable in the accompanying Condensed Consolidated Balance Sheets were ~~$38.8 million~~zero and ~~$19.5~~$75.0 million as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. The proceeds received ~~including collections on~~from the ~~deferred purchase price notes, are~~sale of trade receivables under the program were included in cash flows from operating activities; whereas cash collections related to the deferred purchase price were classified as cash flows from investing activities in the accompanying Condensed Consolidated Statements of Cash Flows. The Company ~~deems~~deemed the interest rate risk related to the deferred purchase price notes to be de minimis, primarily because the average collection cycle of the related receivables is less than 60 days; and as such, the fair value of the Company’s deferred purchase price notes approximates book value. The fair value of the deferred purchase price notes recorded as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 was ~~$66.5 million~~zero and ~~$30.6~~$71.5 million, respectively, and is included in accounts receivable in the accompanying Condensed Consolidated Balance Sheets. For the six months ended June 30, 2019 and 2018 non-cash investing activities related to the increase in the deferred purchase price was zero and $263.8 million, respectively.

The ~~securitization program contains customary affirmative and negative covenants. Among other restrictions,~~Company has two non-U.S. accounts receivable financing programs. Under these ~~covenants require~~financing programs, the Company ~~to meet specified financial tests, which include a minimum fixed charge coverage ratio which~~sold €27.0 million of receivables and received €27.0 million of cash on the sold receivables for the three and six months ended June 30, 2019. The maximum availability under these programs is the same as the covenant ratio required per the ABL Revolving Credit Facility. As of September 30, 2017, the Company was in compliance with all affirmative and negative covenants pertaining to the RPA, as amended.€45 million.

For the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, the Company recorded income tax ~~benefits~~expense of ~~$13.1~~$3.9 million and ~~$5.3~~income tax benefit of $1.2 million, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, the Company recorded ~~an income tax benefit of $9.3 million and~~ income tax expense of ~~$103.1~~$7.2 million and $2.7 million, respectively. During the three months ended September 30, 2017, a discrete tax benefit of $13.7 million was recorded, with the primary driver being a resolution on a matter involving the Internal Revenue Service related to tax years 2012 through 2014. The ~~decrease~~increase in the Company’s tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 relative to the prior year relates primarily to ~~a non-cash charge in 2016~~the discrete tax benefit of ~~$106.4~~$4.8 million ~~for a one-time increase in~~recorded during the ~~valuation allowance associated with the Company’s domestic federal and state deferred tax assets~~

and attributes in connection with the Spin-Off. In addition to the above, the Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates.prior year.

The Company will continue to evaluate its valuation allowance requirements on an ongoing basis in light of changing facts and circumstances and may adjust its deferred tax asset valuation allowances accordingly, and it is ~~a reasonable possibility~~reasonably possible that the Company will either add to or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s income tax provision and could have a material effect on operating results.

The Company’s unrecognized tax benefits, excluding interest and penalties, were ~~$14.9~~$12.9 million and $12.8 million as of ~~September~~June 30, ~~2017~~2019 and ~~$15.8 million as of~~ December 31, ~~2016.~~2018, respectively.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of September 30, 2017, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits and any related litigation could be materially different from the Company’s estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.

Basic ~~earnings~~income (loss) per common share is computed as net ~~earnings~~income (loss) divided by the basic weighted average common shares outstanding of ~~140.5 million and 140.4~~35.6 million shares for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, respectively,~~2019 and ~~138.4~~35.5 million and ~~137.4~~35.4 million shares for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, respectively. The calculation of diluted ~~earnings~~income (loss) per common share includes the effect of any dilutive equity incentive instruments. The Company uses the treasury stock method to calculate the effect of outstanding dilutive equity incentive instruments, which requires the Company to compute total proceeds as the sum of the amount the employee must pay upon exercise of the award and the amount of unearned stock-based compensation costs attributable to future services.

Equity incentive instruments for which the total employee proceeds from exercise exceed the average fair value of the same equity incentive instrument over the period have an anti-dilutive effect on ~~earnings~~income per common share during periods with net ~~earnings,~~income, and accordingly, the Company excludes them from the calculation. Anti-dilutive equity instruments of ~~0.3 million~~approximately 1,515,430 and 188,885 common shares were excluded from the computation of diluted net ~~earnings~~income per common share for the three months ended ~~September~~June 30, ~~2017.~~2019 and 2018, respectively. Anti-dilutive equity instruments of approximately 1,556,298 were excluded from the computation of diluted net income per common share for the six months ended June 30, 2019. Due to the net loss incurred during the ~~nine~~six months ended ~~September~~June 30, ~~2017 and the three and nine months ended September 30, 2016,~~2018, the assumed exercise of all equity incentive instruments was anti-dilutive and, therefore, not included in the diluted loss per common share calculation for those periods.

The following is a reconciliation of the average shares outstanding used to compute basic and diluted ~~earnings~~income (loss) per common share:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
Basic weighted average common shares outstanding		140,531,426		138,422,953		140,351,927		137,390,809		35,595,718		35,530,356		35,619,145		35,449,298
Effect of dilutive securities		2,805,751		—		—		—		130,190		533,752		179,944		—
Diluted weighted average common shares outstanding		143,337,177		138,422,953		140,351,927		137,390,809		35,725,908		36,064,108		35,799,089		35,449,298

No cash dividends were paid during ~~any of~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~September 30, 2016.~~

~~The following is a roll forward of retained earnings for the nine months ended September 30, 2017 and 2016:~~2018.

Authorized capital consists of ~~300~~75 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock. None of the preferred shares have been issued.

~~Currently,~~As of June 30, 2019, the Company has authorization to purchase up to ~~2.4~~$30.0 million ~~shares~~ of the Company’s common stock at management’s ~~discretion; however,~~discretion. During the three and six months ended June 30, 2019, the Company ~~has certain restrictions from repurchasing shares~~purchased $7.4 million of ~~its capital stock or other equity interests under various covenants of its debt agreements. Further,~~ the ~~Company has not purchased any shares of its~~Company’s common stock under this ~~authorization since 2006.~~authorization.

A reconciliation for the changes in accumulated other comprehensive ~~loss,~~income (loss), net of tax, by component for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2019 and ~~September 30, 2016 is~~2018 are summarized as follows:

($ in millions)

Gains and Losses on
Cash Flow Hedges

Pension &
Postretirement

Foreign Currency
Translation

Total

Balance at December 31, 2016

$
(0.3
)

$
(51.8
)

$
(110.8
)

$
(162.9
)
Other comprehensive income before
   reclassifications

0.3

—

10.1

10.4

Amounts reclassified from accumulated other
   comprehensive loss

0.2

0.6

—

0.8

Net other comprehensive income

0.5

0.6

10.1

11.2

Balance at March 31, 2017

0.2

(51.2
)

(100.7
)

(151.7
)
Other comprehensive income before
   reclassifications

—

—

23.1

23.1

Amounts reclassified from accumulated other
   comprehensive loss

0.1

0.5

—

0.6

Net other comprehensive income

0.1

0.5

23.1

23.7

Balance at June 30, 2017

0.3

(50.7
)

(77.6
)

(128.0
)
Other comprehensive income before
   reclassifications

—

8.0

14.2

22.2

Amounts reclassified from accumulated other
   comprehensive loss

—

(2.3
)

—

(2.3
)
Net other comprehensive income

—

5.7

14.2

19.9

Balance at September 30, 2017

$
0.3

$
(45.0
)

$
(63.4
)

$
(108.1
)

	Gains and Losses on Cash Flow Hedges			Pension & Postretirement			Foreign Currency Translation			Total
Balance at December 31, 2018	$	(0.3	)	$	(36.2	)	$	(80.1	)	$	(116.6	)
Other comprehensive income (loss) before reclassifications		(0.7	)		0.1			(2.5	)		(3.1	)
Amounts reclassified from accumulated other comprehensive loss		0.8			0.4			—			1.2
Net other comprehensive income (loss)		0.1			0.5			(2.5	)		(1.9	)
Balance at March 31, 2019		(0.2	)		(35.7	)		(82.6	)		(118.5	)
Other comprehensive income (loss) before reclassifications		(0.3	)		0.1			1.2			1.0
Amounts reclassified from accumulated other comprehensive loss		0.9			0.4			—			1.3
Net other comprehensive income		0.6			0.5			1.2			2.3
Balance at June 30, 2019	$	0.4		$	(35.2	)	$	(81.4	)	$	(116.2	)

($ in millions)	Gains and Losses on Cash Flow Hedges			Pension & Postretirement			Foreign Currency Translation			Total
Balance at December 31, 2015	$	(3.8	)	$	(82.6	)	$	(121.4	)	$	(207.8	)
Other comprehensive income (loss) before reclassifications		(2.7	)		—			20.3			17.6
													Gains and Losses on Cash Flow Hedges			Pension & Postretirement			Foreign Currency Translation			Total
Balance at December 31, 2017													$	0.1		$	(45.1	)	$	(52.4	)	$	(97.4	)
Other comprehensive income before reclassifications														—			0.1			11.4			11.5
Amounts reclassified from accumulated other comprehensive loss		4.3			1.2			—			5.5			—			0.6			—			0.6
Net other comprehensive income		1.6			1.2			20.3			23.1			—			0.7			11.4			12.1
Distribution of MFS		2.1			44.5			31.0			77.6
Balance at March 31, 2016		(0.1	)		(36.9	)		(70.1	)		(107.1	)
Balance at March 31, 2018														0.1			(44.4	)		(41.0	)		(85.3	)
Other comprehensive loss before reclassifications		—			—			(17.4	)		(17.4	)		(3.6	)		(0.1	)		(26.8	)		(30.5	)
Amounts reclassified from accumulated other comprehensive loss		(0.1	)		1.2			—			1.1			0.3			0.8			—			1.1
Net other comprehensive income (loss)		(0.1	)		1.2			(17.4	)		(16.3	)		(3.3	)		0.7			(26.8	)		(29.4	)
Balance at June 30, 2016		(0.2	)		(35.7	)		(87.5	)		(123.4	)
Other comprehensive income before reclassifications		—			—			5.7			5.7
Amounts reclassified from accumulated other comprehensive loss		0.2			1.1			—			1.3
Net other comprehensive income		0.2			1.1			5.7			7.0
Balance at September 30, 2016	$	—		$	(34.6	)	$	(81.8	)	$	(116.4	)
Balance at June 30, 2018													$	(3.2	)	$	(43.7	)	$	(67.8	)	$	(114.7	)

~~The following is a~~A reconciliation of the reclassifications ~~out of~~from accumulated other comprehensive ~~income (loss),~~loss, net of tax, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2019 and 2018 are summarized as follows:

Three Months Ended
September 30, 2017

Nine Months Ended
September 30, 2017

($ in millions)

Amount Reclassified
from Accumulated
Other Comprehensive
Income (Loss)

Amount Reclassified
from Accumulated
Other Comprehensive
Income (Loss)

Recognized
Location
Gains and losses on cash flow hedges

Commodity contracts

$
—

$
(0.3
)

Cost of sales

—

(0.3
)

Total before tax

—

—

Tax expense

$
—

$
(0.3
)

Net of tax
Amortization of pension and
postretirement items

Actuarial losses

$
(1.3
)

$
(3.9
)
(a)

Prior service cost

0.3

1.0

(1.0
)

(2.9
)

Total before tax

3.3

4.1

Tax expense

$
2.3

$
1.2

Net of tax

Total reclassifications for the period

$
2.3

$
0.9

Net of tax

	Amount Reclassified from Accumulated Other Comprehensive Loss
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018				Recognized Location
Losses on cash flow hedges
Foreign currency contracts	$	(0.9	)	$	(0.3	)	$	(1.7	)	$	(0.3	)		Cost of sales
Total before income taxes		(0.9	)		(0.3	)		(1.7	)		(0.3	)
Income tax benefit		—			—			—			—
Total, net of income taxes	$	(0.9	)	$	(0.3	)	$	(1.7	)	$	(0.3	)
Amortization of pension and postretirement items
Actuarial losses	$	(1.1	)	$	(1.4	)	$	(2.2	)	$	(2.8	)	(a)	Other income (expense) - net
Amortization of prior service cost		0.7			0.7			1.4			1.4		(a)	Other income (expense) - net
Total before income taxes		(0.4	)		(0.7	)		(0.8	)		(1.4	)
Income tax provision		—			(0.1	)		—			—
Total, net of income taxes	$	(0.4	)	$	(0.8	)	$	(0.8	)	$	(1.4	)

Total reclassifications for the period, net of income taxes	$	(1.3	)	$	(1.1	)	$	(2.5	)	$	(1.7	)

~~The following is a reconciliation of the reclassifications out of accumulated other comprehensive income (loss), net of tax, for the three and nine months ended September 30, 2016:~~

The Company’s 2013 Omnibus Incentive Plan (the “2013 Plan”) was approved by shareholders on May 7, 2013 and replaced several of the Company's incentive plans (collectively referred to as the “Prior Plans”). No new awards may be granted under the Prior Plans; however, outstanding awards under the Prior Plans will continue in force and effect pursuant to their terms. The 2013 Plan provides for both short-term and long-term incentive awards for employees and non-employee directors. Stock-based awards may take the form of stock options, stock appreciation rights, restricted stock (“RSAs”), restricted stock units (“RSUs”) and performance shares or performance unit awards. The total number of shares of the Company’s common stock ~~originally~~ available for awards under the 2013 Plan was 8.0 million shares, subject to adjustment for stock splits, stock dividends and certain other transactions or events. On March 20, 2016, in accordance with the 2013 Plan's adjustment provisions, the Board of Directors approved an amendment to the 2013 Plan to reflect the effect of the Spin-Off, as a result, theis 7,477,395 shares. The total number of shares of the Company’s common stock ~~reserved~~still available for ~~future awards under the 2013 Plan was increased by 22.1 million~~issuance as of June 30, 2019 is 4,981,582 shares.

Stock-based compensation expense was ~~$1.5~~$3.0 million and ~~$1.0~~$1.6 million for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively. Stock-based compensation expense was ~~$4.7~~$6.1 million and ~~$3.8~~$4.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively. The Company recognizes stock-based compensation expense over the awards' vesting period.

~~The Company did not grant any~~No options to acquire ~~shares of common stock to employees during the three months ended September 30, 2017 and 2016. Options to acquire 1.1 million and 1.8 million~~ shares of common stock were granted to employees during the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2019. Options to acquire 24,208 shares of common stock were granted to employees during the three months ended June 30, 2018. Options to acquire 210,243 and ~~2016,~~187,484 shares of common stock were granted to employees during the six months ended June 30, 2019 and 2018, respectively. The options granted in ~~2017~~2019 and 2018 become exercisable in three annual increments over a three-year period beginning on the first anniversary of the grant date and expire 10 years subsequent to the grant ~~date,~~date.

During the three months ended June 30, 2019 and 2018, 2,000 and 26,710 RSUs, respectively, were issued by the ~~options~~Company to employees. A total of 178,371 and 57,930 RSUs were issued by the Company to employees during the six months ended June 30, 2019 and 2018, respectively. The RSUs granted to employees in ~~2016 and prior years become exercisable~~2019 vest in ~~four~~three annual increments over a ~~four-year~~three-year period beginning on the first anniversary of the grant ~~date and also expire 10 years subsequent to the grant~~ date.

The Company did not issue any RSUs to employees during the three months ended September 30, 2017 and 2016. A total of 0.5 million and 0.6 million RSUs were issued by the Company to employees and directors during the nine months ended September 30, 2017 and 2016, respectively. The RSUs granted prior to ~~employees generally~~2019 vest on the ~~first or~~ third anniversary of the grant ~~date, depending on the grant. The RSUs granted to directors vest on the second anniversary of the grant~~ date.

~~The Company did not issue any performance shares to employees during the three months ended September 30, 2017 and 2016. A total of 0.5 million and 0.8 million~~No performance shares were issued during the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2019. During the three months ended June 30, 2018, 15,425 performance shares were issued. A total of 228,037 and ~~2016,~~93,298 performance shares were issued during the six

months ended June 30, 2019 and 2018, respectively. Performance shares are earned based on the extent to which performance goals are met over the applicable performance period. The performance goals and the applicable performance period vary for each grant year. The performance goals for the performance shares granted in ~~2017~~2019 and 2018 are based on 50% on total shareholder return ~~("TSR")~~ relative to peers during the three-year performance period and 50% on Adjusted EBITDA percentage from continuing operations in ~~2019. The performance goals for the performance shares granted in 2016 are based 50% on TSR relative to peers~~2021 and ~~50% on the weighted average return on invested capital (ROIC) over the three-year performance period.~~2020, respectively. Depending on the foregoing factors, the number of shares earned could range from zero to ~~0.9 million~~two times the amount of performance shares outstanding.

The Company did not issue any equity grants to directors during the three months ended June 30, 2019 and ~~zero~~2018, respectively. A total of 50,673 and 22,936 equity grants were issued to ~~1.2 million~~directors during the six months ended June 30, 2019 and 2018, respectively. The 2019 and 2018 equity grants vested immediately upon the grant date.

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by the CEO, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance as the source of the Company’s reportable operating segments.

The Company has three reportable segments: Americas, EURAF, and MEAP. The Americas operating segment includes the North American and South American continents. The EURAF operating segment includes the continents of Europe and Africa, excluding the Middle East region. The MEAP operating segment includes the Asia and Australian continents and the Middle East region.

The CODM evaluates the performance of its reportable segments based on net sales and operating income. Net sales for geographic segments are based on the geographic region that sells the products. Operating income for each segment includes net sales to third parties, cost of sales directly attributable to the segment, and operating expenses directly attributable to the segment. Manufacturing variances generated within each reportable segment are maintained in each segment’s operating income. Operating income for each segment excludes other income and expense and certain expenses managed outside the reportable operating segments. Costs excluded from segment operating income include various corporate expenses such as stock-based compensation expenses, income taxes, nonrecurring charges and other separately managed general and administrative costs. The Company does not include intercompany sales between segments for management reporting purposes.

The following table shows information by reportable segment for the ~~2017~~three and ~~2016 performance share grants, respectively.~~six months ended June 30, 2019 and 2018:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Net Sales
Americas	$	264.6	$	227.3	$	470.7	$	390.2
EURAF		182.6		191.2		336.8		345.4
MEAP		57.5		76.8		115.2		145.8
Total	$	504.7	$	495.3	$	922.7	$	881.4
Segment Operating Income
Americas	$	35.7	$	14.7	$	50.9	$	17.4
EURAF		1.7		8.1		5.1		11.5
MEAP		5.1		10.7		12.4		18.6
Total	$	42.5	$	33.5	$	68.4	$	47.5
Depreciation
Americas	$	3.5	$	3.6	$	7.1	$	7.1
EURAF		3.7		3.8		7.4		7.6
MEAP		0.7		1.0		1.4		2.0
Corporate		0.7		0.7		1.5		1.5
Total	$	8.6	$	9.1	$	17.4	$	18.2
Capital Expenditures
Americas	$	3.2	$	2.6	$	6.0	$	4.9
EURAF		1.6		4.6		2.4		7.0
MEAP		0.5		0.5		1.3		1.7
Corporate		—		1.1		—		1.6
Total	$	5.3	$	8.8	$	9.7	$	15.2

A reconciliation of the Company’s segment operating income to operating income in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019 and 2018 are summarized as follows:

Net sales by geographic area for the three and six months ended June 30, 2019 and 2018 are summarized as follows:

Net sales by product for the three and six months ended June 30, 2019 and 2018 are summarized as follows:

*Other revenue consists of revenue related to CraneCare services such as training and

The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2017 and December 31, 2016 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The fair value of the Company's 2021 Notes was approximately $298.6 million and $282.2 million as of September 30, 2017 and December 31, 2016, respectively. See Note 7, “Debt,” for a description of the debt instruments and their related carrying values.

ASC Topic 820-10, “Fair Value Measurement,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820-10 classifies the inputs used to measure fair value into the following hierarchy:

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value as of June 30, 2019 and December 31, 2018, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The fair value of the Company's 2026 Notes was approximately $299.9 million as of June 30, 2019. The fair value of the Company’s Prior 2021 Notes was approximately $278.1 million as of December 31, 2018. See Note 8, “Debt,” for a description of the debt instruments and their related carrying values.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of its Prior 2021 Notes and 2026 Notes based on quoted market prices; because these markets are typically thinly traded, the ~~assets and/or~~ liabilities are classified as Level 2 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, deferred purchase price notes on receivables sold (see Note 8,9, “Accounts Receivable Securitization”) and short-term variable debt, including any amounts outstanding under the ABL Revolving Credit Facility, approximate fair value, without being discounted as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, due to the short-term nature of these instruments.

Assets held for sale, included in other assets in the Condensed Consolidated Balance Sheets, were carried at the lesser of the original cost or fair value, less the estimated costs to sell. The fair values were determined by the Company to be Level 3 under the fair value hierarchy and were estimated based on broker quotes and other information related to current marketplace conditions. See Note 5, “Property, Plant and Equipment,” for a description of the assets held for sale and their related net book values.

As a result of its global operating and financing activities, the Company is exposed to market risks from changes in interest rates, foreign currency exchange rates and commodity prices, which may adversely affect the Company’s operating results and financial position. When deemed appropriate, the Company attempts to minimize these risks through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and the Company does not use leveraged derivative financial instruments. Foreign currency exchange, commodity and interest rate contracts are valued through an independent valuation source that uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified within Level 2. See Note 21, “Derivative Financial Instruments” for additional information.

The Company is involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

It is reasonably possible that the estimates for warranty costs, product liability, environmental remediation, asbestos-related claims and other various legal matters may change based upon new information that may arise or matters that are beyond the scope of the Company’s historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes.

Product liability reserves in the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 were $13.7 million and $16.3 million, respectively. These reserves were estimated using a combination of actual case reserves and

actuarial methods. Based on the Company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

On March 19, 2019, the Company agreed to settle a legal matter. During the three months ended June 30, 2019, the terms of the settlement were finalized resulting in a net $24.7 million gain. The Company recorded this settlement by recognizing income of $15.5 million in other income (expense) and a benefit of $9.2 million in engineering, selling and administrative expenses in the Condensed Consolidated Statements of Operations during the three months ended June 30, 2019.

The Company periodically enters into transactions with customers that provide for buyback commitments. The Company evaluates each agreement at the inception of the order to determine if the customer has a significant economic incentive to exercise the buyback option. If it is determined that the customer has a significant economic incentive to exercise that right, the revenue is deferred and the agreement is accounted for as a lease in accordance with Topic 842 – “Leases,” (“Topic 842”). If it is determined that the customer does not have a significant economic incentive to exercise that right, then revenue is recognized when control of the product is transferred to the customer. The deferred revenue included in other current and non-current liabilities as of June 30, 2019 and December 31, 2018 was $37.9 million and $34.4 million, respectively. The total amount of buyback commitments given by the Company and outstanding as of June 30, 2019 and December 31, 2018 was $30.0 million and $30.9 million, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the units. The buyback commitments expire at various times through 2025.

As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had reserved ~~$32.3~~$40.3 million and ~~$28.6~~$38.5 million, respectively, for warranty claims included in product warranties as well as other non-current liabilities in the Condensed Consolidated Balance Sheets. In the normal course of business, the Company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such ~~warranty~~warranties generally ~~provides~~provide that products will be free from defects for periods ranging from 12 to 60 months. If a product fails to comply with the Company’s warranty, the Company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products. The Company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized. These costs primarily include labor and materials, as necessary, associated with repair or replacement. The primary factors that affect the Company’s warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.

Below is a table summarizing the warranty activity for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2019 and ~~the year ended December 31, 2016:~~2018:

($ in millions)	Nine Months Ended September 30, 2017			Year Ended December 31, 2016
							Three Months Ended June 30,						Six Months Ended June 30,
							2019			2018			2019			2018
Balance at beginning of period	$	28.6		$	32.4		$	37.2		$	35.2		$	38.5		$	35.2
Accruals for warranties issued during the period		24.6			20.4			10.0			12.4			16.5			12.4
Settlements made (in cash or in kind) during the period		(22.5	)		(23.7	)		(7.1	)		(11.3	)		(14.6	)		(11.3	)
Currency translation		1.6			(0.5	)		0.2			(0.4	)		(0.1	)		(0.4	)
Balance at end of period	$	32.3		$	28.6		$	40.3		$	35.9		$	40.3		$	35.9

Product liability reserves in the Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 were $22.8 million and $21.7 million, respectively, and were estimated using a combination of actual case reserves and actuarial methods. Based on the Company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

As of September 30, 2017, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels and/or coverage with outside insurers. The Company’s self-insurance retention levels vary by business and have fluctuated over the last 10 years. As of September 30, 2017, the largest self-insured retention level for new occurrences currently maintained by the Company is $2.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.

The Company is involved in numerous lawsuits involving asbestos-related claims in which the Company is one of numerous defendants. After taking into consideration legal counsel’s evaluation of such actions, the current political environment with respect to asbestos-related claims and the liabilities accrued with respect to such matters, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

The Company is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution, individually and in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

~~scope of the Company’s historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes.~~

The Company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments. These initial transactions are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the customer’s third-party financing agreement. The deferred revenue included in other current and non-current liabilities as of September 30, 2017 and December 31, 2016 was $29.3 million and $30.4 million, respectively. The total amount of residual value guarantees and buyback commitments given by the Company and outstanding as of September 30, 2017 and December 31, 2016 was $28.4 million and $32.8 million, respectively. These amounts are not reduced for amounts the Company would recover from the repossession and subsequent resale of the units. The residual value guarantees and buyback commitments expire at various times through 2021.

The Company provides certain pension, health care and death benefits to eligible retirees and their dependents. The funding mechanism for such benefits varies based on the country where the retiree resides and receives benefits. Eligibility for pension coverage is based on retirement qualifications. Healthcare benefits may be subject to deductibles, co-payments and other limitations. The Company reserves the right to modify benefits unless ~~a government agency in a certain country prohibits it from doing so.~~

As part of the Spin-Off, and in accordance with the employee matters agreement referred to in Note 2, “Discontinued Operations,” certain combined plans were split between MTW and MFS. Accordingly, the Company transferred to MFS pension obligations associated with active, retired and other former employees of MFS for those impacted MFS-related defined benefit pension plans. The allocation of plan assets was determined in accordance with applicable Employee Retirement Income Security Act of 1974, Internal Revenue Service and other jurisdictional requirements.

Effective July 1, 2017, The Manitowoc Company, Inc. Post-65 Retiree Health Plan (“the Plan”) was amended. Eligible retirees and their spouses were provided access to a Retiree Health Exchange where they may purchase Medicare Supplement Plans, including Medicare Advantage and Medigap plan prescription drug coverage. The enrollment and payment for this coverage is facilitatedprohibited by an outside third-party, and these plans have no affiliation with the Company. To assist retirees with premium and out-of-pocket expenses they incur, the Company funds a Health Reimbursement Account (“HRA”) for each enrolled retiree. The value of the HRA is based on the plan type and premium cost for each specific retiree before the Plan was amended.local laws or regulations.

The components of periodic benefit costs for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~September~~June 30, ~~2016~~2018 are summarized as follows:

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017									Three Months Ended June 30, 2019									Six Months Ended June 30, 2019
							Postretirement									Postretirement									Postretirement									Postretirement
	U.S.			Non-U.S.			Health and			U.S.			Non-U.S.			Health and			U.S.			Non-U.S.			Health and			U.S.			Non-U.S.			Health and
	Pension			Pension			Other			Pension			Pension			Other			Pension			Pension			Other			Pension			Pension			Other
($ in millions)	Plans			Plans			Plans			Plans			Plans			Plans
																			Plans			Plans			Plans			Plans			Plans			Plans
Service cost - benefits earned during the period	$	—		$	0.4		$	0.1		$	—		$	1.3		$	0.2		$	—		$	0.5		$	0.1		$	—		$	1.0		$	0.2
Interest cost of projected benefit obligations		1.3			0.6			0.2			4.0			1.6			0.7			1.3			0.5			0.2			2.6			1.0			0.4
Expected return on plan assets		(1.2	)		(0.4	)		—			(3.7	)		(1.1	)		—			(1.1	)		(0.3	)		—			(2.2	)		(0.6	)		—
Amortization of prior service cost		—			—			(0.3	)		—			—			(1.0	)		—			—			(0.7	)		—			—			(1.4	)
Amortization of actuarial net loss		0.8			0.4			0.1			2.4			1.2			0.3			0.8			0.3			—			1.6			0.6			—
Net periodic benefit costs	$	0.9		$	1.0		$	0.1		$	2.7		$	3.0		$	0.2		$	1.0		$	1.0		$	(0.4	)	$	2.0		$	2.0		$	(0.8	)

	Three Months Ended September 30, 2016								Nine Months Ended September 30, 2016								Three Months Ended June 30, 2018									Six Months Ended June 30, 2018
							Postretirement								Postretirement								Postretirement									Postretirement
	U.S.			Non-U.S.			Health and		U.S.			Non-U.S.			Health and		U.S.			Non-U.S.			Health and			U.S.			Non-U.S.			Health and
	Pension			Pension			Other		Pension			Pension			Other		Pension			Pension			Other			Pension			Pension			Other
($ in millions)	Plans			Plans			Plans		Plans			Plans			Plans
																	Plans			Plans			Plans			Plans			Plans			Plans
Service cost - benefits earned during the period	$	—		$	0.5		$	0.1	$	—		$	1.4		$	0.2	$	—		$	0.5		$	0.1		$	—		$	1.0		$	0.2
Interest cost of projected benefit obligations		1.7			0.6			0.4		5.6			2.8			1.3		1.3			0.5			0.2			2.6			1.0			0.4
Expected return on plan assets		(1.4	)		(0.5	)		—		(4.6	)		(2.2	)		—		(1.5	)		(0.4	)		—			(3.0	)		(0.8	)		—
Amortization of prior service cost																		—			—			(0.7	)		—			—			(1.4	)
Amortization of actuarial net loss		0.9			0.2			—		3.0			0.9			—		0.8			0.4			0.2			1.6			0.8			0.4
Net periodic benefit costs		1.2			0.8			0.5		4.0			2.9			1.5	$	0.6		$	1.0		$	(0.2	)	$	1.2		$	2.0		$	(0.4	)
Net periodic benefit costs associated with MFS		—			—			—		0.4			0.4			0.1
Net periodic benefit costs included in continuing operations	$	1.2		$	0.8		$	0.5	$	3.6		$	2.5		$	1.4

~~17.~~The components of net periodic benefit cost other than the service cost component are included in the line item “other income (expense) - net” in the Condensed Consolidated Statement of Operations.

~~The Company is continuing its restructuring activities to right-size the business by balancing capacity with demand.~~ During the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, the Company incurred ~~$3.7~~$2.7 million and ~~$3.9~~$3.8 million of restructuring expense, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, the Company incurred ~~$21.3~~$7.2 million and ~~$17.1~~$10.0 million of restructuring expense, respectively. The costs for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017~~2019 related primarily to ~~the closure of manufacturing operations in Manitowoc, WI and Passo Fundo, Brazil and severance~~ costs associated with headcount reductions in India and Europe. Costs for the six months ended June 30, 2019 related primarily to headcount reductions in India, Europe and North America. Costs for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018 related primarily to ~~workforce~~severance costs for the departure of an executive officer, costs associated with training of skilled labor as a result of the transfer of crawler crane production to Shady Grove, PA and costs associated with headcount reductions in ~~two of the Company's facilities in North America.~~

The closure of the manufacturing facility in Manitowoc was completed during the second quarter of 2017 and the Company has incurred all material cash and non-cash charges related to this closure, which were in line with previously disclosed estimates, as of September 30, 2017.Europe.

The following is a ~~roll-forward~~rollforward of the Company's restructuring ~~activities~~accrual for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017 ($ in millions):~~2019 and 2018:

As of January 1, 2019, the Company adopted Topic 842 and elected to use the modified prospective approach, which does not require a retrospective restatement of prior years. The adoption of Topic 842 resulted in no cumulative catch-up to retained earnings. As part of the adoption, the Company applied the package of practical expedients which does not require the Company to reassess the lease classification for any expired or existing leases upon adoption of Topic 842.

The Company has operating leases for offices, warehouses, land for storage of cranes, vehicles, information technology equipment, and manufacturing equipment. The remaining lease terms are up to 24 years, some of which include options to extend the lease term for up to 10 years, and some which include options to terminate the lease within 1 year. Certain leases include one or more options to renew; the exercise of lease renewal options is at the Company’s discretion. The Company includes renewal option periods in the lease term when it is determined that the options are reasonably certain to be exercised. The Company’s financing leases have an immaterial impact on the condensed consolidated financial statements.

The components of lease expense for the three and six months ended June 30, 2019 are summarized as follows:

~~18.~~Supplemental cash flow information related to leases for the six months ended June 30, 2019 are summarized as follows:

Supplemental balance sheet information related to leases as of June 30, 2019 are summarized as follows:

As of June 30, 2019, the Company’s operating leases have a weighted-average remaining lease term of 6.9 years and a weighted-average discount rate of 4.97%. Topic 842 requires a lessee to discount its unpaid lease obligations using the interest rate implicit in the lease, or if not readily determinable, the incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the implicit rate cannot be determined. The Company’s incremental borrowing rate for a lease is the rate of interest, from within the applicable location of the leased asset, it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

Maturities of operating lease liabilities as of June 30, 2019 are summarized as follows:

The Company’s risk management objective is to ensure that business exposures to risks are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider these associated risks and, whenever possible, transactions are structured to avoid or mitigate these risks.

From time to time, the Company enters into foreign currency exchange contracts to manage the exposure on forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/ liabilities in currencies other than the functional currency of certain subsidiaries. Certain of these foreign currency exchange contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings but are included in accumulated other comprehensive income (loss). These changes in fair value are reclassified into earnings as a component of cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of “Other income (expense), net” in the period in which the transaction is no longer considered probable of occurring. To the extent a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

The Company had foreign currency exchange contracts with an aggregate notional amount of $99.4 million and $76.8 million outstanding as of June 30, 2019 and December 31, 2018, respectively with all of the $99.4 million scheduled to mature within one year. The aggregate notional amount of foreign currency exchange contracts hedges purchases denominated in Euros. As of June 30, 2019 and December 31, 2018, the fair value of these contracts were a current asset of $0.5 million and a net current liability of $1.7 million, respectively. The unrealized gains (losses), net of taxes, recorded in accumulated other comprehensive income (loss) were $0.3 million and $(0.4) million as of June 30, 2019 and December 31, 2018, respectively. We anticipate reclassifying the unrealized gains as of June 30, 2019 to cost of goods sold over the next 12 months.

The following table provides the amount of gain or losses recorded in the Condensed Consolidated Statement of Operations for foreign currency exchange contracts for the three and six months ended June 30, 2019 and 2018.

In August ~~2017,~~2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards ~~Updated~~Update (“ASU”) No. 2018-15 “Intangibles – Goodwill and Other – Internal-use Software (Subtopic 250-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for annual periods beginning after December 15, 2019. The Company is evaluating the impact the adoption this ASU will have on its condensed consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting,” which aligns the accounting for nonemployee share-based payments with employee share-based payments under Topic 718. The Company adopted this ASU as of January 1, 2019. The adoption of the ASU did not have a material impact on the Company’s condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02 “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This new standard permits an entity to reclassify to retained earnings the tax effects stranded in accumulated other comprehensive income (loss) as a result of U.S. tax reform. The Company adopted this ASU as of January 1, 2019 and chose not to reclassify the stranded tax effects related to the U.S. tax reform change in the federal corporate tax rate from accumulated other comprehensive income (loss) to retained earnings. The Company has elected the portfolio approach to release stranded income tax effects in accumulated other comprehensive income (loss).

In August 2017, the FASB issued ASU No. 2017-12 “Targeted Improvements to Accounting for Hedging Activities,” which amends ASC 815, “Derivatives and Hedging.” The purpose of this ASU is to better align a company’s risk management activities and financial reporting for hedging relationships, simplify the hedge accounting requirements, and improve the disclosures of hedging arrangements. The ~~effective date is fiscal 2019, with early adoption permitted.~~Company adopted this ASU as of January 1, 2019. The ~~Company is evaluating the impact the~~ adoption of this ASU ~~will~~did not have a material impact on ~~its consolidated financial statements.~~

~~In May 2017,~~ the FASB issued ASU No. 2017-09 “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting,” to provide clarity and reduce both diversity in practice and cost complexity when applying the guidance in Topic 718 to a change to the terms and conditions of a stock-based payment award. ASU 2017-09 also provides guidance about the types of changes to the terms or conditions of a share-based payment award that require an entity to apply modification accounting in accordance with Topic 718. The standard is effective for annual periods beginning after December 15, 2017, and for interim periods therein. Early adoption is permitted. The Company is evaluating the impact the adoption of this ASU will have on itsCompany’s condensed consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08 “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities,” to shorten the amortization period for the premium to the earliest call date instead of the contractual life of the instrument. This new guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Entities will be required to apply the new guidance using the modified retrospective method with a cumulative-effect adjustment to retained earnings upon the adoption date. The Company ~~is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.~~

In March 2017, the FASB issued ASU No. 2017-07 “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU amends ASC 715, “Compensation – Retirement

Benefits,” to require employers that present a measure of operating income in their statement of income to include only the service cost component of net periodic pension cost and net periodic postretirement benefit cost in operating expenses (together with other employee compensation costs). The other components of net benefit cost, including amortization of prior service cost/credit and settlement and curtailment effects, are to be included in nonoperating expenses. This ASU also allows only the service cost component of net benefit cost to be capitalized (for example, as a cost of inventory). The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets, and is effective for public companies for fiscal years beginning after December 15, 2017; early adoption is permitted. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04 - “Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment.” This ASU simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption was permitted for any impairment tests performed after January 1, 2017, and the Company early adopted this ASU ~~effective in the first quarter~~as of ~~2017.~~

In November 2016, the FASB issued ASU No. 2016-18 - “Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force).” The amendments of this ASU address the diversity of presentation of restricted cash by requiring a statement of cash flows to explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 will be effective for fiscal years beginning after December 15, 2017. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16 - “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory,” which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 will be effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15 - “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice and affects all entities required to present a statement of cash flows under Topic 230. This standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09 - “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This was further clarified with technical corrections issued within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, and ASU 2017-05. The new revenue recognition guidance was issued to provide a single, comprehensive revenue recognition model for all contracts with customer. Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customer at an amount that the entity expects to be entitled to in exchange for those goods or services. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements and is effective January 1, 2018. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Statement of Changes in Stockholder's Equity. The Company plans to adopt the new guidance effective January 1, 2018, utilizing the modified retrospective approach. Based upon review of the Company's current revenue recognition practices, the Company has not identified any terms or conditions in the contracts reviewed that would suggest that adoption will result in a different pattern of revenue recognition than that recorded under current guidance. However, the Company will continue to evaluate its assessment as further reviews are performed, which include incremental contract reviews and the finalization of other documentation, which could identify necessary changes under ASU 2014-09.

In March 2016, the FASB issued ASU 2016-09 - “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update is part of the FASB's Simplification Initiative, and its objective is to identify, evaluate and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving usefulness of the information provided to users of financial statements. The update involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The effective date for this ASU is for annual periods beginning after December 15, 2016 and interim periods within those annual periods.2019. The adoption of ~~this~~the ASU did not have a material impact on the ~~Company's~~Company’s condensed consolidated financial statements.

In ~~March~~June 2016, the FASB issued ASU ~~No. 2016-06~~2016-13, “Financial Instruments - ~~“Derivatives~~Credit Losses,” which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and ~~Hedging: Contingent Put~~reasonable supportable forecasts. The new guidance is applicable to financial assets measured at amortized cost, net investments in leases and ~~Call Options in Debt Instruments.”~~certain off-balance sheet credit exposures. The ~~amendments clarify the steps required to assess whether a call or put option meets the criteria for bifurcation as an embedded derivative. The ASU~~standard is effective for ~~fiscal years, and interim~~annual periods ~~within those years,~~ beginning after December 15, ~~2016.~~2019. The Company is evaluating the impact the adoption of this ASU ~~did not~~will have ~~a material impact~~ on ~~the Company's~~its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 - “Leases,” which is intended to improve financial reporting on leasing transactions. This was further clarified with technical corrections issued within ASU 2018-10 and ASU 2018-11. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. ~~This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.~~ The Company ~~is evaluating the impact the adoption of~~adopted this ASU ~~will have on its consolidated financial statements.~~

Inas of January 2016, the FASB issued ASU 2016-01 - “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 amends various aspects of the recognition, measurement, presentation and disclosure for financial instruments. Most significantly, ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of an investee) to be measured at fair value with changes in fair value recognized in net income (loss). ASU 2016-01 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2017. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11 - “Inventory (Topic 330): Simplifying the Measurement of Inventory.” This update changes the guidance on accounting for inventory accounted for on a first-in first-out (FIFO) basis. Under the revised standard, an entity should measure FIFO inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured on a last-in, first-out (LIFO) basis. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016.1, 2019. The adoption of this ASU did not have a material impact on the ~~Company's consolidated financial statements.~~Company’s Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. The updated disclosures are included in Note 20, “Leases.”

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, including the financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations therein, and the interim condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q.

~~Performance during the Quarter Ended September 30, 2017 Compared with the Quarter Ended September 30, 2016~~

Consolidated net sales for the three months ended September 30, 2017 increased 14.2% to $399.4 million from $349.8 million in the third quarter of 2016. This increase was attributable to higher crane shipments in the U.S. and Europe. Approximately 40% of unit revenue in the third quarter of 2017 came from new products introduced since becoming a stand-alone crane company. Consolidated net sales were favorably impacted by $8.6 million from changes in foreign currency exchange rates.

As of September 30, 2017, total backlog was $467.9 million, a 44.5% increase from the December 31, 2016 backlog of $323.8 million, and a 32.3% increase from the September 30, 2016 backlog of $353.6 million.

Gross profit for the three months ended September 30, 2017 was $72.5 million, an increase of $31.7 million compared to $40.8 million for the three months ended September 30, 2016. This increase was mainly due to the increase in sales volume discussed above and reduced manufacturing costs. In addition, in the third quarter of 2016, the Company recognized charges related to inventory reserves, losses from declines in used crane values, and product improvement initiatives that did not recur in the third quarter of 2017.

Engineering, selling and administrative expenses (“ES&A”) decreased 16.6% to $60.9 million for the three months ended September 30, 2017 compared to $73.0 million for the three months ended September 30, 2016. This decrease was primarily due to a decrease in wages and benefits related expenses as a result of headcount reductions, reduced professional and consulting fees and discretionary cost oversight. Furthermore, for the three months ended September 30, 2016 the Company recorded approximately $7 million of charges related to the decline in the fair market value of used cranes which did not reoccur in 2017. ES&A was also adversely affected by $1.4 million from changes in foreign currency exchange rates.

For the three months ended September 30, 2017, the Company incurred $3.7 million of restructuring expense, which primarily related to the closure of manufacturing operations in Manitowoc, WI and Passo Fundo, Brazil and severance costs associated with headcount reductions in North America. The closure of the manufacturing facility in Manitowoc was completed during the second quarter of 2017 and the Company has incurred all material cash and non-cash charges as of September 30, 2017 related to these closures.

Operating income increased $142.1 million to $7.9 million for the three months ended September 30, 2017, compared to an operating loss of $(134.2) million for the three months ended September 30, 2016. This increase was primarily due to increases in sales volumes, reduced manufacturing costs and charges, and reduced ES&A as discussed above, as well as the effects of a $96.9 million reduction in asset impairment expense from the prior year. The Company's operating income (loss) was favorably impacted by $0.8 million from changes in foreign currency exchange rates.

Interest expense for the three months ended September 30, 2017 was $9.6 million versus $10.0 million for the three months ended September 30, 2016. The decrease was due primarily to lower outstanding debt balances.

~~Other income (expense)- net is comprised primarily of net foreign currency translation gains and losses.~~

For the three months ended September 30, 2017 and 2016, the Company recorded income tax benefits of $13.1 million and $5.3 million, respectively. During the three months ended September 30, 2017, a discrete tax benefit of $13.7 million was recorded, with the primary driver being a resolution reached with the Internal Revenue Service related to tax years 2012 through 2014. The Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates which are typically below the federal statutory rate. The Company has significant valuation allowances in the United States, France, and Germany. It is reasonably possible that sufficient positive evidence required to release all, or a portion, of certain valuation allowances in the company’s French businesses within the next 12 months may result in a reduction of deferred tax asset valuation allowances by up to €35.0 million.

~~Performance during the Nine Months Ended September 30, 2017 Compared with the Nine Months Ended~~

Consolidated net sales for the nine months ended September 30, 2017 decreased 10.9% to $1,099.8 million from $1,234.9 million for the same period in 2016. This decrease was primarily driven by a high level of large crawler crane shipments in the first nine months of 2016 in the Americas whose orders had been placed in earlier years that did not recur. Consolidated net sales were unfavorably impacted by $2.1 million from changes in foreign currency exchange rates.

Gross profit for the nine months ended September 30, 2017 was $200.7 million, a decrease of $7.1 million compared to $207.8 million for the nine months ended September 30, 2016. This decrease was mainly due to the reduction in sales volumes discussed above, offset in part by reduced manufacturing costs and the non-recurrence of various charges recognized in the third quarter of 2016, as mentioned above.

ES&A decreased 15.6% to $184.6 million for the nine months ended September 30, 2017 compared to $218.8 million for the nine months ended September 30, 2016. This decrease in ES&A was primarily due to a decrease in wages and benefits-related expenses because of headcount reductions, reduced professional and consulting fees and discretionary cost oversight.

For the nine months ended September 30, 2017, the Company incurred $21.3 million of restructuring expense, which primarily related to the closure of manufacturing operations in Manitowoc, WI and Passo Fundo, Brazil and severance costs associated with headcount reductions in North America. The closure of the manufacturing facility in Manitowoc was completed during the second quarter of 2017 and the Company has incurred all material cash and non-cash charges as of September 30, 2017 related to these closures.

Operating loss decreased $123.6 million to $(5.9) million for the nine months ended September 30, 2017, compared to $(129.5) million for the nine months ended September 30, 2016. This decrease was primarily due reduced manufacturing costs and charges and reduced ES&A costs discussed above, as well as a $96.9 million reduction in asset impairment expense. The Company's operating loss was unfavorably impacted by $1.0 million from changes in foreign currency exchange rates.

Interest expense for the nine months ended September 30, 2017 was $29.4 million versus $29.6 million for the nine months ended September 30, 2016. The reduction in expense was caused by a lower average debt balance in 2017 as compared to the prior year, partly offset by a higher average interest rate. Additionally, in the first quarter of 2016, $11.1 million of net

derivative assets related to the termination of fixed-to-float swaps associated with the Prior 2020 and 2022 Notes were amortized as a net decrease to interest expense. See additional discussion of the fixed-to-float swaps associated with the Prior 2020 and 2022 Notes in Note 7, “Debt,” of the Condensed Consolidated Financial Statements.

There was no loss on debt extinguishment for the nine months ended September 30, 2017. The loss on debt extinguishment for the nine months ended September 30, 2016 was $76.3 million and consisted of $31.5 million related to the March 3, 2016 redemption of the Prior 2020 Notes, $34.6 million on the redemption of the Prior 2022 Notes, $5.9 million for the termination of the Prior Senior Credit Facility because of the write-off of deferred financing expense and $4.3 million loss on the termination of interest rate swaps.

~~Other income (expense)- net is comprised primarily of net foreign currency translation gains and losses.~~

For the nine months ended September 30, 2017 and 2016, the Company recorded an income tax benefit of $9.3 million and an income tax provision of $103.1 million, respectively. The decrease in the Company’s tax expense for the nine months ended September 30, 2017 relative to the prior year related primarily to a non-cash charge in 2016 of $106.4 million as a result of a valuation allowance associated with the Company’s domestic federal and state deferred tax assets and attributes in connection with the Spin-Off. In addition to the non-cash charge related to the valuation allowance, the Company’s effective tax rate varies from the U.S. federal statutory rate of 35% due to results of foreign operations that are subject to income taxes at different statutory rates which are typically below the federal statutory rate. Furthermore, a discrete tax benefit of $13.7 million was recorded during the third quarter of 2017 as discussed above. The Company has significant valuation allowances in the United States, France, and Germany. It is reasonably possible that sufficient positive evidence required to release all, or a portion of certain valuation allowances in the company’s French businesses within the next 12 months may result in a reduction of deferred tax asset valuation allowances by up to €35.0 million.

Cash and cash equivalents balance as of September 30, 2017 totaled $29.3 million, a decrease of $40.6 million from the December 31, 2016 balance of $69.9 million. The decrease in cash balance for the nine months ended September 30, 2017 was primarily caused by working capital increases and capital expenditures, partially offset by proceeds from $10 million of borrowings under the revolving credit facility.

~~Cash flows used for operating activities of continuing operations for the first nine months of 2017 were $33.9 million~~ ~~and were primarily driven by increased inventories since December 31, 2016 combined with reduced sales volume.~~

Cash flows used for investing activities of continuing operations were $10.0 million for the first nine months of 2017 and consisted of capital expenditures of $17.0 million, with the majority related to equipment purchases in North America and Europe, partially offset by proceeds from sales of property, plant and equipment of $6.7 million.

Cash flows provided by financing activities of continuing operations were $2.6 million for the first nine months of 2017 and consisted of proceeds from the revolving credit facility of $10.0 million and $3.7 million of cash from exercises of stock options, offset by net cash paid on long-term debt and receivables financing costs.

Cash and cash equivalents as of September 30, 2016 totaled $42.9 million, an increase of $11.5 million from the December 31, 2015 balance of $31.5 million. The increase in cash balance for the nine months ended September 30, 2016 was primarily due to proceeds from the offering of the 2021 Notes, partially offset by inventory and accounts receivable increases and capital expenditures.

Cash flows used for operating activities of continuing operations for the first nine months of 2016 were $180.2 million. During the first nine months of 2016, cash flows used for continuing operations were primarily driven by an increase in accounts payable and inventory combined with reduced sales volume. This was partially offset by a decrease in accounts receivable.

Cash flows used for investing activities of continuing operations of $32.8 million for the first nine months of 2016 consisted primarily of capital expenditures of $34.8 million, with the majority of the capital expenditures related to equipment purchases

~~and the since discontinued enterprise resource planning (“ERP”) system implementation, partially offset by proceeds from sales of property, plant and equipment of $2.3 million.~~

Cash flows provided by financing activities of continuing operations of $242.8 million for the first nine months of 2016 consisted primarily of proceeds from the offering of the 2021 Notes, partially offset by cash transferred to MFS in conjunction with the Spin-Off. Further, immediately prior to the Spin-Off, MFS issued long-term debt with the majority of the proceeds provided to the Company in the form of a cash dividend which the Company used to repay the then-outstanding Prior Senior Credit Facility, 2020 Notes and 2022 Notes.

~~Outstanding debt as of September 30, 2017 and December 31, 2016 is summarized as follows:~~

~~See additional discussion of the credit facilities and Senior Notes in Note 7, “Debt,” of the Condensed Consolidated Financial Statements.~~

~~The Company’s liquidity position at September 30, 2017 and December 31, 2016 is summarized as follows:~~

The Company believes its liquidity and expected cash flows from operations should be sufficient to meet expected working capital, capital expenditure and other general ongoing operational needs in the foreseeable future.

The Company has not provided for additional U.S. income taxes on approximately $500.6 million of undistributed earnings of consolidated non-U.S. subsidiaries included in stockholders’ equity. Such earnings could become taxable upon sale or liquidation of these non-U.S. subsidiaries or upon dividend repatriation of cash balances. It is not practicable to estimate the amount of the unrecognized tax liability on such earnings. At September 30, 2017, approximately $15.4 million of the Company’s total cash and cash equivalents were held by its foreign subsidiaries. This cash is associated with earnings that the Company has asserted are permanently reinvested. The Company has no current plans to repatriate material amounts of cash or cash equivalents held by its foreign subsidiaries because it plans to reinvest such cash and cash equivalents to support its operations and continued growth plans outside the U.S. through the funding of capital expenditures, acquisitions, research, operating expenses or other similar cash needs of these operations. Further, although the Company has not generated cash from operations in the current period, the Company does not currently forecast a need for these funds in the U.S. because its future U.S. operations and debt service will be supported by the cash generated by its U.S. operations which are supported by the ABL Revolving Credit Facility as a source of liquidity during times of short term cash needs. As of September 30, 2017, total availability under the facility was $161.1 million, of which $137.2 million was dedicated to U.S. borrowers.

Both the ABL Revolving Credit Facility and 2021 Notes include customary covenants and events of default. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.

See Note 8, “Accounts Receivable Securitization,” of the Condensed Consolidated Financial Statements for further details regarding the program. The securitization program contains customary affirmative and negative covenants.

~~Based on management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.~~

The Company uses EBITDA, Adjusted EBITDA and Adjusted operating income, which are non-GAAP financial measures, as additional metrics to evaluate the Company’s performance. The Company defines EBITDA as net income (loss) before loss from discontinued operations, net of income taxes, interest, taxes, depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA plus the addback of restructuring expenses, asset impairment charges and other (income) expense - net. The Company defines Adjusted operating income as Adjusted EBITDA excluding the addback of depreciation. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results of operations 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.

The Company’s Adjusted EBITDA and Adjusted operating income for the three months ended September 30, 2017 was income of $20.8 million and $11.6 million, respectively. The Company’s Adjusted EBITDA and Adjusted operating income for the nine months ended September 30, 2017 was income of $45.2 million and $16.1 million, respectively. The Company’s Adjusted EBITDA and Adjusted operating loss for the three months ended September 30, 2016 was a loss of $20.9 million and $32.2 million, respectively. The Company’s Adjusted EBITDA and Adjusted operating loss for the nine months ended September 30, 2016 was income of $23.9 million and a loss of $11.0 million, respectively. The reconciliation of GAAP net income to EBITDA, further to Adjusted EBITDA and to Adjusted operating income (loss) for the three and nine months ended September 30, 2017 and 2016 is as follows ($ in millions):

Three Months Ended

Nine Months Ended

($ in millions)

September 30, 2017

September 30, 2016

September 30, 2017

September 30, 2016

Net income (loss)

$
9.6

$
(140.7
)

$
(25.9
)

$
(342.4
)
Loss from discontinued operations, net of income
taxes

0.1

1.8

0.3

5.8

Interest expense and amortization of deferred
financing fees

10.1

10.5

30.8

31.4

Provision (benefit) for income taxes

(13.1
)

(5.3
)

(9.3
)

103.1

Depreciation expense

9.2

11.3

29.1

34.9

Amortization of intangible assets

—

0.7

0.7

2.2

EBITDA

15.9

(121.7
)

25.7

(165.0
)
Restructuring expense

3.7

3.9

21.3

17.1

Asset impairment expense

—

96.9

—

96.9

Loss on debt extinguishment

—

—

—

76.3

Other (income) expense - net (1)

1.2

—

(1.8
)

(1.4
)
Adjusted EBITDA

20.8

(20.9
)

45.2

23.9

Depreciation expense

(9.2
)

(11.3
)

(29.1
)

(34.9
)
Non-GAAP adjusted operating income (loss)

11.6

(32.2
)

16.1

(11.0
)
Restructuring expense

(3.7
)

(3.9
)

(21.3
)

(17.1
)
Amortization of intangible assets

—

(0.7
)

(0.7
)

(2.2
)
Asset impairment expense

—

(96.9
)

—

(96.9
)
Other operating costs and expenses

—

(0.5
)

—

(2.3
)
GAAP operating income (loss)

$
7.9

$
(134.2
)

$
(5.9
)

$
(129.5
)

Covenant compliant EBITDA as defined by the ABL Revolving Credit Facility was $64.3 million as of September 30, 2017 on a trailing 12-month basis. The calculation of covenant compliant EBITDA has certain limitations and restrictions on addbacks and has been included for informational purposes only.

The Company's critical accounting policies have not materially changed since the 2016 Form 10-K was filed. Refer to the Critical Accounting Policies in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2016 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.

~~Goodwill, Other Intangible Assets and Other Long-Lived Assets~~ - The Company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350-10, “Intangibles - Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized; instead, the Company performs an annual impairment review. Historically, the annual impairment review was performed as of June 30. Effective in 2016, the date for the annual impairment review was changed to October 31, in order to align more closely to its internal forecasting cycle. Both of these tests resulted that no impairment was indicated. To perform its goodwill impairment review, the Company uses a fair-value method, primarily the income approach, based on the present value of future cash flows. To perform its indefinite lived intangible assets impairment test, the Company uses a fair-value method, based on a relief of royalty valuation approach. Management’s judgments and assumptions about the amounts of those cash flows and the discount rates are inputs to these analyses. The estimated fair value is then compared with the carrying amount of the reporting unit or indefinite lived intangible asset. Goodwill and other intangible assets are then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.

The decline in oil prices and resulting slowdown in upstream oil & gas activity, as well as uncertainty in global macroeconomic factors related to infrastructure and construction, has caused the Company's customers to defer or reduce capital spending. Similar to other cranes manufacturers, we no longer expect near-term growth in the markets that was previously anticipated, and within the analyses performed in 2016 have revised our financial projections to reflect current market conditions, including lower sales. Additionally, the valuation of goodwill is particularly sensitive to management's assumptions of margin improvement, and an unfavorable change in those assumptions could put goodwill at risk for impairment in future periods.

As of the October 31, 2016 valuation, the Company's valuation of its trademarks and tradenames related to its Grove and Potain India brands are particularly at risk, with cushion between the calculated fair value and the book value of the intangible assets of approximately 25% and approximately 10%, respectively. The impact of a 100 basis point increase in the discount rate results in a decrease to the estimated fair value of each asset by approximately 14%, while a reduction in the terminal year sales growth rate assumption by 100 basis points would decrease the estimated fair value by approximately 11%. These trademarks and tradenames are potentially at risk for impairments in future periods if there are further significant unfavorable developments in their markets.

Other intangible assets with definite lives continue to be amortized over their estimated useful lives. Definite lived intangible assets are also subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. A considerable amount of management judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of the assets. While the Company believes its judgments and assumptions were reasonable, different assumptions could change the estimated fair values and, therefore, impairment charges could be required.

The Company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC Topic 360-10-5, “Property, Plant, and Equipment.” ASC Topic 360-10-5 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and to evaluate the asset group against the sum of the undiscounted future cash flows. Property, plant and equipment are depreciated over the estimated useful lives of the assets using the straight-line depreciation method for financial reporting and on accelerated methods for income tax purposes.

The Company will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. Deterioration in the market or actual results as compared with the Company’s projections may ultimately result in a future impairment. In the event the Company determines that assets are impaired in the future, the Company would need to recognize a non-cash impairment charge, which could have a material adverse effect on the Company’s Consolidated Balance Sheet and Results of Operations.

All of the statements in this Quarterly Report on Form 10-Q, other than historical facts, are forward-looking statements, including, without limitation, the statements made in the “Management's Discussion and Analysis of Financial Condition and Results of Operations.” As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations and beliefs relating to matters that are not historical in nature. The words “could,” “should,” “feel,” “anticipate,” “aim,” “preliminary,” “expect,” “believer,” “estimate,” “intend,” “intent,” “plan,” “will,” “foresee,” “project,” “forecast,” or the negative thereof or variations thereon, and similar expressions identify forward-looking statements.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, ~~The Manitowoc~~the Company ~~Inc. (the “Company” or “Manitowoc”)~~ notes that forward-looking statements are subject to known and unknown risks, uncertainties and other factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:

These statements reflect the current views and assumptions of management with respect to future events. ~~The~~Except to the extent required by the federal securities laws, the Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, even though its situation and circumstances may change in the future. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Performance during the Three Months Ended June 30, 2019 Compared with the Three Months Ended June 30, 2018

Consolidated net sales for the three months ended June 30, 2019 increased 1.9% to $504.7 million from $495.3 million in the same period in 2018. This increase was attributable primarily to higher crane shipments in the Americas segment. Consolidated net sales were unfavorably impacted by $13.7 million from changes in foreign currency exchange rates.

Orders for the three months ended June 30, 2019 decreased 13.7% to $372.0 million from $430.8 million for the same period in 2018. The decrease was mainly due to a reduction in the Americas segment partially offset by higher orders in the EURAF segment. Orders were unfavorably impacted by $8.4 million due to changes in foreign currency exchange rates.

As of June 30, 2019, total backlog was $561.4 million, a 18.9% decrease from the June 30, 2018 backlog of $692.1 million. Backlog was unfavorably impacted by $5.4 million year over year due to changes in foreign currency exchange rates.

Gross profit for the three months ended June 30, 2019 was $95.2 million, an increase of $4.7 million compared to $90.5 million for the three months ended June 30, 2018. This increase was mainly due to the increase in sales volume discussed above, favorable price realization and favorable mix. This was partially offset by $3.3 million of unfavorable changes in foreign currency exchange rates.

As a result of favorable price realization and favorable mix, gross profit percentage increased in the three months ended June 30, 2019 to 18.8% from 18.3% in the same period in 2018.

Engineering, selling and administrative expenses decreased 18.7% to $50.5 million for the three months ended June 30, 2019 compared to $62.1 million for the three months ended June 30, 2018. This decrease was primarily due to the settlement of a legal matter which included a $9.2 million recovery of legal fees expensed in previous periods. Engineering, selling and administrative expenses were favorably impacted by $2.1 million from changes in foreign currency exchange rates.

During the three months ended June 30, 2019 and 2018, the Company incurred $2.7 million and $3.8 million of restructuring expense, respectively. Restructuring expense for the three months ended June 30, 2019 related primarily to headcount reductions in India and Europe. Restructuring expense for the three months ended June 30, 2018 related primarily to severance costs for the departure of an executive officer, costs associated with training of skilled labor as a result of the transfer of crawler crane production to Shady Grove, PA and costs associated with headcount reductions in Europe.

Other income (expense) - net was $15.9 million in the second quarter of 2019 and $(5.6) million in the second quarter of 2018. This improvement was primarily due to a $15.5 million benefit from the settlement of a legal matter and $6.9 million of favorable foreign currency transaction gains (losses) compared to the second quarter of 2018.

For the three months ended June 30, 2019 and 2018, the Company recorded income tax expense of $3.9 million and a tax benefit of $1.2 million, respectively. The increase in the Company’s tax expense for the three months ended June 30, 2019 relative to the prior year relates primarily to the discrete tax benefit of $4.8 million recorded during the three months ended June 30, 2018.

Performance during the Six Months Ended June 30, 2019 Compared with the Six Months Ended June 30, 2018

Consolidated net sales for the six months ended June 30, 2019 increased 4.7% to $922.7 million from $881.4 million for the same period in 2018. This increase was attributable to higher crane shipments in the Americas and EURAF segments. Consolidated net sales were unfavorably impacted by $30.0 million from changes in foreign currency exchange rates.

Gross profit for the six months ended June 30, 2019 was $175.4 million, an increase of $16.5 million compared to $158.9 million for the same period in 2018. This increase was mainly due to the increase in sales volume discussed above, improved aftermarket margins, favorable price realization and favorable mix. This was unfavorably impacted by $7.3 million from changes in foreign currency exchange rates.

As a result of favorable price realization and favorable mix, gross profit percentage increased in the six months ended June 30, 2019 to 19.0% from 18.0% in the same period in 2018.

Engineering, selling and administrative expenses decreased 10.3% to $109.9 million for the six months ended June 30, 2019 compared to $122.5 million for the same period in 2018. This decrease was primarily due to the settlement of a legal matter which included a $8.9 million recovery of legal fees expensed in previous periods. Engineering, selling and administrative expenses were favorably impacted by $4.6 million from changes in foreign currency exchange rates.

During the six months ended June 30, 2019 and 2018, the Company incurred $7.2 million and $10.0 million of restructuring expense, respectively. Restructuring expense for the six months ended June 30, 2019 related primarily to headcount reductions in India, Europe and North America. Restructuring expense for the six months ended June 30, 2018 related primarily to severance costs for the departure of an executive officer, costs associated with training of skilled labor as a result of the transfer of crawler crane production to Shady Grove, PA and costs associated with headcount reductions in Europe.

During the six months ended June 30, 2019, the Company recorded a $25.0 million charge associated with the Company’s refinancing of the ABL Revolving Credit Facility and 2026 Notes. The charge is composed of $16.6 million of call premium on the Prior 2021 Notes, $5.3 million of unamortized discount on the Prior 2021 Notes and $3.1 million of unamortized debt issuance costs.

Other income (expense) - net was $12.6 million in the six months ended June 30, 2019 and $(2.9) million for the same period in 2018. This improvement was primarily due to a $15.5 million benefit related to a settlement of a legal matter and $2.2 million of favorable foreign currency transaction gains (losses) compared to the second quarter of 2018. This was partially offset by $2.2 million of gains on the disposals of property, plant and equipment recorded in 2018.

For the six months ended June 30, 2019 and 2018, the Company recorded income tax expense of $7.2 million and $2.7 million, respectively. The increase in the Company’s tax expense for the six months ended June 30, 2019 compared to the prior year primarily relates to the $4.8 million discrete tax benefit recorded during the three months ended June 30, 2018.

The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments consist of the Americas, EURAF, and MEAP. Further information regarding the Company’s reportable segments can be found in Note 14, “Segments,” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

	Three Months Ended June 30,										Six Months Ended June 30,
	2019		2018		Dollar Change			Percentage Change			2019		2018		Dollar Change			Percentage Change
Net Sales
Americas	$	264.6	$	227.3	$	37.3			16.4	%	$	470.7	$	390.2	$	80.5			20.6	%
EURAF		182.6		191.2		(8.6	)		(4.5	)%		336.8		345.4		(8.6	)		(2.5	)%
MEAP		57.5		76.8		(19.3	)		(25.1	)%		115.2		145.8		(30.6	)		(21.0	)%

Segment Operating Income
Americas	$	35.7	$	14.7	$	21.0			142.9	%	$	50.9	$	17.4	$	33.5			(192.5	)%
EURAF		1.7		8.1		(6.4	)		(79.0	)%		5.1		11.5		(6.4	)		(55.7	)%
MEAP		5.1		10.7		(5.6	)		(52.3	)%		12.4		18.6		(6.2	)		(33.3	)%

Americas net sales increased 16.4% for the three months ended June 30, 2019 to $264.6 million from $227.3 million for the three months ended June 30, 2018. The increase was primarily due to shipments of cranes for the commercial construction and energy end markets.

Americas operating income increased $21.0 million for the three months ended June 30, 2019 to $35.7 million from $14.7 million for the three months ended June 30, 2018. The increase was primarily due to increased volume on crane shipments, improved aftermarket margins, favorable mix and price realization.

Americas net sales increased 20.6% for the six months ended June 30, 2019 to $470.7 million from $390.2 million for the six months ended June 30, 2018. The increase was primarily due to shipments of cranes for the commercial construction and energy end markets.

Americas operating income increased $33.5 million for the six months ended June 30, 2019 to $50.9 million from $17.4 million for the six months ended June 30, 2018. The increase was primarily due to increased volume on crane shipments, improved aftermarket margins, favorable mix and price realization.

EURAF net sales decreased 4.5% for the three months ended June 30, 2019 to $182.6 million from $191.2 million for the three months ended June 30, 2018. The decrease was primarily due to $10.9 million from unfavorable changes in foreign currency exchange rates.

EURAF operating income decreased $6.4 million for the three months ended June 30, 2019 to $1.7 million from $8.1 million for the three months ended June 30, 2018. The decrease was primarily due to lower net sales discussed above, partially offset by lower engineering, selling and administrative expenses. EURAF operating income was also unfavorably impacted by approximately $1.0 million from changes in foreign currency exchange rates.

EURAF net sales decreased 2.5% for the six months ended June 30, 2019 to $336.8 million from $345.4 million for the six months ended June 30, 2018. The decrease was primarily due to $24.0 million of unfavorable changes in foreign currency exchange rates. This was partially offset by higher crane shipments to the commercial construction end market.

EURAF operating income decreased $6.4 million for the six months ended June 30, 2019 to $5.1 million from $11.5 million for the six months ended June 30, 2018. The decrease was primarily due to lower net sales discussed above and higher restructuring expenses. EURAF operating income was also unfavorably impacted by approximately $2.3 million from changes in foreign currency exchange rates.

MEAP net sales decreased 25.1% for the three months ended June 30, 2019 to $57.5 million from $76.8 million for the three months ended June 30, 2018. The decrease was primarily due to lower shipments of cranes for the oil and gas end market. MEAP net sales were also unfavorably impacted by approximately $2.8 million from changes in foreign currency exchange rates.

MEAP operating income decreased $5.6 million for the three months ended June 30, 2019 to $5.1 million from $10.7 million for the three months ended June 30, 2018. The decrease was primarily due to lower net sales as discussed above and higher restructuring expenses. This was partially offset by lower engineering, selling and administrative expenses.

MEAP net sales decreased 21.0% for the six months ended June 30, 2019 to $115.2 million from $145.8 million for the six months ended June 30, 2018. The decrease was primarily due to lower shipments of cranes for the oil and gas end market. MEAP net sales were also unfavorably impacted by approximately $6.0 million from changes in foreign currency exchange rates.

MEAP operating income decreased $6.2 million for the six months ended June 30, 2019 to $12.4 million from $18.6 million for the six months ended June 30, 2018. The decrease was primarily due to lower net sales as discussed above and higher restructuring expenses. This was partially offset by lower engineering, selling and administrative expenses.

Cash and cash equivalents totaled $35.0 million as of June 30, 2019, a decrease of $105.3 million from $140.3 million as of December 31, 2018. The decrease for the six months ended June 30, 2019 was primarily due to the termination of the accounts receivable securitization program, investments in working capital and property, plant and equipment, payment of debt issuance costs and repurchases of the Company’s common stock. This was partially offset by cash received from the settlement of a legal matter and proceeds from the sale of property, plant and equipment.

Cash flows used for operating activities for the first six months of 2019 were $235.4 million and were primarily driven by trade receivables sold to the Company’s prior securitization program resulting in $126.3 million of cash flows being reported in cash provided by investing activities, $75.0 million of purchases of accounts receivable previously sold to the prior accounts receivable securitization program, increased inventory since December 31, 2018 and payments of incentive compensation earned in the prior year. This was partially offset by $36.5 million of cash received from the settlement of a legal matter.

Cash flows provided by investing activities were $121.4 million for the first six months of 2019 and consisted of $126.3 million of cash collections on accounts receivable sold to the prior accounts receivable securitization program and proceeds from sales of property, plant and equipment of $4.8 million. This was partially offset by capital expenditures of $9.7 million.

Cash flows provided by financing activities were $9.8 million for the first six months of 2019 and consisted of $300.0 million of proceeds from long-term debt and $82.8 million of proceeds from the ABL Revolving Credit Facility. This was partially offset by payments of $276.6 million to terminate the Prior 2021 Notes, $82.8 million of payments on the ABL Revolving Credit Facility, $8.2 million of debt issuance costs on the ABL Revolving Credit Facility and 2026 Notes and $7.4 million from the repurchase of common stock.

Cash and cash equivalents totaled $83.7 million as of June 30, 2018, a decrease of $39.3 million from $123.0 million as of December 31, 2017. The decrease for the six months ended June 30, 2018 was primarily due to investments in working capital and property, plant and equipment and semi-annual interest paid on the 2021 Notes. This was partially offset by proceeds from the sale of property, plant and equipment.

Cash flows used for operating activities for the first six months of 2018 were $268.3 million and were primarily driven by trade receivables sold to the Company’s prior securitization program resulting in $238.0 million of cash flows being reported in cash provided by investing activities, increased receivables and inventories since December 31, 2017 and payments of incentive compensation earned in the prior year. This is consistent with historical seasonal working capital needs, as the Company builds inventory in anticipation of the summer construction season in the northern hemisphere.

Cash flows provided by investing activities were $231.2 million for the first six months of 2018 and consisted of $238.0 million of cash collections on accounts receivable sold to the Company’s securitization program and proceeds from sales of property, plant and equipment of $8.4 million, which was primarily related to the sale of the corporate headquarters in

Manitowoc, Wisconsin during the first quarter of 2018. This was partially offset by capital expenditures of $15.2 million, with the majority related to equipment purchases in North America and Europe.

Cash flows used for financing activities were $1.0 million for the first six months of 2018 and consisted of $3.0 million of payments on long-term debt partially offset by $2.0 million of cash from exercises of stock options.

Outstanding debt as of June 30, 2019 and December 31, 2018 is summarized as follows:

See additional discussion of the credit facilities and Senior Notes in Note 8, “Debt,” of the Condensed Consolidated Financial Statements.

The Company’s liquidity position at June 30, 2019 and December 31, 2018 is summarized as follows:

With the enactment of U.S. tax reform, the Company believes that its offshore cash can be accessed in a more tax efficient manner. During the prior year, the Company updated its assertion that foreign earnings are permanently reinvested such that jurisdictions where cash can be tax efficiently repatriated are no longer permanently reinvested. These earnings, if repatriated to the U.S., would not result in material tax expense. However, the Company does record deferred tax liabilities related to non-U.S. withholding taxes on these unremitted earnings that are not considered permanently invested.

Both the ABL Revolving Credit Facility and 2026 Notes include customary covenants and events of default. Refer to Note 8, “Debt,” of the Condensed Consolidated Financial Statements for additional discussions of covenants for the ABL Revolving Credit Facility and 2026 Notes. Based upon management’s current plans and outlook, the Company believes it will be able to comply with these covenants during the subsequent twelve months.

The Company uses EBITDA, Adjusted EBITDA and Adjusted operating income, which are financial measures that are not prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as additional metrics to evaluate the Company’s performance. The Company defines EBITDA as net income (loss) before interest, taxes, depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA plus the addback of restructuring expense, asset impairment expense and other (income) expense - net. The Company defines Adjusted operating income as Adjusted EBITDA excluding the addback of depreciation. The Company believes these non-GAAP measures provide important supplemental information to readers regarding business trends that can be used in evaluating its results of operations 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.

The reconciliation of GAAP net income to EBITDA, and further to Adjusted EBITDA and to Adjusted operating income for the three and six months ended June 30, 2019 and 2018 is summarized as follows:

	Three Months Ended						Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Net income (loss)	$	46.0		$	9.7		$	19.3		$	(0.3	)
Loss from discontinued operations, net of income taxes		—			0.2			—			0.2
Interest expense and amortization of deferred financing fees		7.9			9.8			19.2			20.3
Provision (benefit) for income taxes		3.9			(1.2	)		7.2			2.7
Depreciation expense		8.6			9.1			17.4			18.2
Amortization of intangible assets		0.1			0.1			0.2			0.2
EBITDA		66.5			27.7			63.3			41.3
Restructuring expense		2.7			3.8			7.2			10.0
Asset impairment expense		—			0.4			—			0.4
Loss on debt extinguishment		—			—			25.0			—
Other (income) expense - net (1)		(15.9	)		5.6			(12.6	)		2.9
Adjusted EBITDA		53.3			37.5			82.9			54.6
Depreciation expense		(8.6	)		(9.1	)		(17.4	)		(18.2	)
Adjusted operating income		44.7			28.4			65.5			36.4
Restructuring expense		(2.7	)		(3.8	)		(7.2	)		(10.0	)
Amortization of intangible assets		(0.1	)		(0.1	)		(0.2	)		(0.2	)
Asset impairment expense		—			(0.4	)		—			(0.4	)
GAAP operating income	$	41.9		$	24.1		$	58.1		$	25.8

The Company uses adjusted operating cash flows and adjusted free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance. Adjusted operating cash flows is defined as cash flows provided by (used for) operating activities plus cash receipts on sold accounts receivable and other one-time items. Adjusted free cash flows is defined as adjusted operating cash flows less capital expenditures. Adjusted operating cash flows and adjusted free cash flows for the six months ended June 30, 2019 and 2018 are summarized as follows:

The Company's critical accounting policies have not materially changed since the 2018 Form 10-K was filed. Refer to the Critical Accounting Policies in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the year ended December 31, 2018 for information about the Company’s policies, methodology and assumptions related to critical accounting policies.

The Company’s market risk disclosures have not materially changed since the ~~2016~~2018 Form 10-K was filed. The Company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Changes in Internal Control Over Financial Reporting: The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, wethe Company made changes to its internal control structure as related to the adoption of ASC 842 – “Leases,” which resulted in enhanced controls to comply with the new standard. Except as stated above, during the period covered by this report there were no changes in the Company’s internal control over financial reporting that have materially affected, or ~~that~~ are reasonably likely to materially affect, ~~our~~its internal control over financial reporting.

The Company’s risk factors disclosures have not materially changed since the ~~2016~~2018 Form 10-K was filed. The Company’s risk factors are incorporated by reference from Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

Exhibit No.	Description	Filed/Furnished Herewith		Description	Filed/Furnished Herewith

10.1	Severance Agreement and Release, executed August 31, 2017, by and between The Manitowoc Company, Inc. and Lawrence J. Weyers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated August 31, 2017).

31	Rule 13a - 14(a)/15d - 14(a) Certifications	X	(1)	Rule 13a - 14(a)/15d - 14(a) Certifications	X	(1)

32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350	X	(2)	Certification of CEO pursuant to 18 U.S.C. Section 1350	X	(2)

32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350	X	(2)	Certification of CFO pursuant to 18 U.S.C. Section 1350	X	(2)

101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) related notes.	X	(1)
101.1 101.2 101.3 101.4 101.5 101.6				XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Labels Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document	X X X X X X	(1) (1) (1) (1) (1) (1)

Pursuant to the requirements 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.

Wisconsin		39-0448110
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐

	June 30, 2019			December 31, 2018
Land	$	24.1		$	24.1
Building and improvements		197.4			195.3
Machinery, equipment and tooling		269.0			269.4
Furniture and fixtures		16.9			16.4
Computer hardware and software		117.7			117.1
Rental cranes		81.7			84.0
Construction in progress		7.8			9.6
Total cost		714.6			715.9
Less accumulated depreciation		(431.1	)		(427.0	)
Property, plant and equipment — net	$	283.5		$	288.9

($ in millions)	Total
Balance as of January 1, 2016	$	306.5
Foreign currency impact		(6.9	)
Balance as of December 31, 2016		299.6
Foreign currency impact		18.1
Balance as of September 30, 2017	$	317.7

	Americas		EURAF			MEAP			Consolidated
Balance as of January 1, 2018	$	166.5	$	85.9		$	68.9		$	321.3
Foreign currency impact		—		(3.7	)		(2.6	)		(6.3	)
Goodwill impairment - October 31, 2018		—		(82.2	)		—			(82.2	)
Balance as of December 31, 2018		166.5		—			66.3			232.8
Foreign currency impact		—		—			(0.1	)		(0.1	)
Balance as of June 30, 2019	$	166.5	$	—		$	66.2		$	232.7

	Nine Months Ended
	2017			2016
Cash Flows from Operations:
Net loss	$	(25.9	)	$	(342.4	)
Adjustments to reconcile net loss to cash used for operating activities of continuing operations:
Asset impairment expense		—			96.9
Discontinued operations, net of income taxes		0.3			5.8
Depreciation		29.1			34.9
Amortization of intangible assets		0.7			2.2
Amortization of deferred financing fees		1.4			1.8
Deferred income taxes		(1.3	)		114.0
Loss on early debt extinguishment		—			15.4
(Gain) loss on sale of property, plant and equipment		(1.0	)		1.1
Other		6.4			(2.7	)
Changes in operating assets and liabilities, excluding effects of business divestitures:
Accounts receivable		(19.8	)		25.3
Inventories		(33.8	)		(32.5	)
Notes receivable		15.0			24.6
Other assets		(12.1	)		(11.5	)
Accounts payable		36.4			(87.0	)
Accrued expenses and other liabilities		(29.3	)		(26.1	)
Net cash used for operating activities of continuing operations		(33.9	)		(180.2	)
Net cash used for operating activities of discontinued operations		(0.3	)		(49.3	)
Net cash used for operating activities		(34.2	)		(229.5	)

Cash Flows from Investing:
Capital expenditures		(17.0	)		(34.8	)
Proceeds from sale of fixed assets		6.7			2.3
Other		0.3			(0.3	)
Net cash used for investing activities of continuing operations		(10.0	)		(32.8	)
Net cash used for investing activities of discontinued operations		—			(2.4	)
Net cash used for investing activities		(10.0	)		(35.2	)

Cash Flows from Financing:
Proceeds from revolving credit facility		10.0			20.0
Payments on long-term debt		(7.5	)		(1,372.0	)
Proceeds from long-term debt		—			262.0
Payments on notes financing - net		(3.6	)		(8.7	)
Debt issuance costs		—			(8.9	)
Exercises of stock options		3.7			6.4
Dividend from spun-off subsidiary		—			1,361.7
Cash transferred to spun-off subsidiary		—			(17.7	)
Net cash provided by financing activities of continuing operations		2.6			242.8
Net cash provided by financing activities of discontinued operations		—			0.2
Net cash provided by financing activities		2.6			243.0

Effect of exchange rate changes on cash		1.0			1.2

Net decrease in cash and cash equivalents		(40.6	)		(20.5	)
Balance at beginning of period, including cash of discontinued operations of $0.0 and $31.9		69.9			63.4
Balance at end of period	$	29.3		$	42.9

	Three Months Ended September 30, 2016									Nine Months Ended September 30, 2016
	As previously presented			Impact of change to FIFO			As revised			As previously presented			Impact of change to FIFO			As revised
Cost of sales	$	308.3		$	0.7		$	309.0		$	1,023.3		$	3.8		$	1,027.1
Operating loss		(133.5	)		(0.7	)		(134.2	)		(125.7	)		(3.8	)		(129.5	)
Loss from continuing operations before taxes on income		(143.5	)		(0.7	)		(144.2	)		(229.7	)		(3.8	)		(233.5	)
Provision (benefit) for taxes on income		(5.3	)		—			(5.3	)		116.9			(13.8	)		103.1
Income (loss) from continuing operations		(138.2	)		(0.7	)		(138.9	)		(346.6	)		10.0			(336.6	)
Discontinued operations:
Loss from discontinued operations, net of income taxes		(1.8	)		—			(1.8	)		(5.8	)		—			(5.8	)
Net income (loss)	$	(140.0	)	$	(0.7	)	$	(140.7	)	$	(352.4	)	$	10.0		$	(342.4	)

Income (loss) per common share - basic and diluted
Income (loss) from continuing operations	$	(1.00	)	$	(0.01	)	$	(1.01	)	$	(2.52	)	$	0.07		$	(2.45	)
Loss from discontinued operations		(0.01	)		—			(0.01	)		(0.04	)		—			(0.04	)
Income (loss) per common share	$	(1.01	)	$	(0.01	)	$	(1.02	)	$	(2.56	)	$	0.07		$	(2.49	)

($ in millions)	Three Months Ended September 30, 2016			Nine Months Ended September 30, 2016
Net sales	$	—		$	219.6

Cost of sales		—			141.5
Engineering, selling and administrative expenses		—			48.4
Amortization expense		—			5.2
Restructuring expense		—			0.3
Separation expense		—			27.7
Total operating costs and expenses		—			223.1
Loss from operations		—			(3.5	)
Other expense		—			(1.8	)
Loss from discontinued operations before income taxes		—			(5.3	)
Provision for taxes on earnings		1.8			0.5
Loss from discontinued operations, net of income taxes	$	(1.8	)	$	(5.8	)

($ in millions)	Retained Earnings
Balance at December 31, 2016	$	247.3
Net loss		(25.9	)
Balance at September 30, 2017	$	221.4

	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
($ in millions)	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Recognized Location
Gains and losses on cash flow hedges
Commodity contracts	$	—		$	(0.3	)		Cost of sales
		—			(0.3	)		Total before tax
		—			—			Tax expense
	$	—		$	(0.3	)		Net of tax
Amortization of pension and postretirement items
Actuarial losses	$	(1.3	)	$	(3.9	)	(a)
Prior service cost		0.3			1.0
		(1.0	)		(2.9	)		Total before tax
		3.3			4.1			Tax expense
	$	2.3		$	1.2			Net of tax

Total reclassifications for the period	$	2.3		$	0.9			Net of tax

	Fair Value as of September 30, 2017
($ in millions)	Level 1		Level 2		Level 3		Total
Current Liabilities:
Foreign currency exchange contracts	$	—	$	0.2	$	—	$	0.2
Total current liabilities at fair value	$	—	$	0.2	$	—	$	0.2

	Fair Value as of December 31, 2016
($ in millions)	Level 1		Level 2		Level 3		Total
Current Assets:
Foreign currency exchange contracts	$	—	$	0.2	$	—	$	0.2
Commodity contracts		—		0.2		—		0.2
Total current assets at fair value	$	—	$	0.4	$	—	$	0.4

Current Liabilities:
Foreign currency exchange contracts	$	—	$	1.0	$	—	$	1.0
Total current liabilities at fair value	$	—	$	1.0	$	—	$	1.0


Level 1		Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2		Unadjusted quoted prices in active markets for similar assets or liabilities, or

		Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or

		Inputs other than quoted prices that are observable for the asset or liability

Level 3		Unobservable inputs for the asset or liability

	Fair Value as of June 30, 2019
	Level 1		Level 2		Level 3		Total
Current Assets:
Foreign currency exchange contracts	$	—	$	0.5	$	—	$	0.5

	Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
Current Assets:
Foreign currency exchange contracts	$	—	$	0.1	$	—	$	0.1

Current Liabilities:
Foreign currency exchange contracts	$	—	$	1.8	$	—	$	1.8

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost	$	3.7	$	7.6
Variable lease cost*		0.4		0.8
Total lease cost	$	4.1	$	8.4
*Includes short-term leases, which are immaterial.

Operating Leases	June 30, 2019
Operating lease right-of-use assets	$	47.6
Other liabilities	$	11.6
Operating lease liabilities		37.0
Total operating lease liabilities	$	48.6

Year
2019	$	6.6
2020		11.4
2021		9.7
2022		7.3
2023		4.5
Thereafter		16.1
Total lease payments		55.6
Less: imputed interest		(7.0	)
Present value of lease liabilities	$	48.6

		Three Months Ended June 30,						Six Months Ended June 30,
	Recognized Location	2019			2018			2019			2018
Designated	Cost of goods sold	$	0.7		$	0.3		$	1.5		$	0.3
Non-Designated	Other income (expense), net	$	(1.6	)	$	(0.1	)	$	(2.3	)	$	—

(in millions)	September 30, 2017			December 31, 2016
Cash and cash equivalents	$	29.3		$	69.9
Revolver borrowing capacity		161.1			160.4
Less: Borrowings on revolver		(10.0	)		—
Less: Outstanding letters of credit		(14.4	)		(16.4	)
Total liquidity	$	166.0		$	213.9

Date: ~~November 7, 2017~~August 9, 2019	The Manitowoc Company, Inc.
	(Registrant)


	/s/ Barry L. Pennypacker
	Barry L. Pennypacker
	President and Chief Executive Officer


	/s/ David J. Antoniuk
	David J. Antoniuk
	Senior Vice President and Chief Financial Officer


	/s/ Brian P. Regan
	Brian P. Regan
	Vice President and Corporate Controller