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What changed in MANITOWOC CO INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MANITOWOC CO INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+245 added−231 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-21)

Top changes in MANITOWOC CO INC's 2025 10-K

245 paragraphs added · 231 removed · 203 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAspirations, Business Strategy and Initiatives Our long-term aspirations are as follows: • Strive towards a zero-harm work environment (achieve recordable injury rate • $3.0 billion in net sales • $1.0 billion in non-new machine sales • 12% Adjusted EBITDA margin • 15% adjusted return on invested capital ("Adjusted ROIC") • Reduce the Company's environmental impact Supporting our long-term aspirations is our CRANES+50 strategy which is to grow our non-new machine sales to $1 billion.
Biggest changeAspirations In support of our business strategy, our long-term aspirations are: • Strive towards a zero-harm work environment (achieve and maintain recordable injury rate • $3.0 billion in net sales • $1.0 billion in non-new machine sales • 12% Adjusted EBITDA margin • 15% adjusted return on invested capital (“Adjusted ROIC”) • Reduce the Company's environmental impact Products and Aftermarket Services Our crane products are used in a wide variety of applications throughout the world, including energy production/distribution and utility, datacenters, memory chip fabrication, petrochemical and industrial, infrastructure, such as road, bridge and airport construction, as well as commercial and residential construction.
(2) Do what is right: We work in a safe and environmentally responsible way, we respect others, we behave in an ethical way and we deliver quality work. (3) Work as a team: We help each other to meet customer needs, we put the team first, we collaborate and support team members and we foster open, two-way communication.
(2) We do what is right: We work in a safe and environmentally responsible way, we respect others, we behave in an ethical way and we deliver quality work. (3) We work as a team: We help each other to meet customer needs, we put the team first, we collaborate and support team members and we foster open, two-way communication.
(4) Deliver results: We do what we say we will do, we focus on continuous improvement and innovation, and we strive to exceed customer expectations. (5) Act as a role model: We celebrate successes and learn from failures, we approach every day with a can-do-attitude, and we have fun.
(4) We deliver results: We do what we say we will do, we focus on continuous improvement and innovation, and we strive to exceed customer expectations. (5) We act as a role model: We celebrate successes and learn from failures, we approach every day with a can-do-attitude, and we have fun.
Our culture of continuous improvement, The Manitowoc Way, inspires us to continually look for ways to improve the employee experience and therefore attract, grow, and retain the exceptional people we need now and in the future. Authentic leadership and a commitment to living our values every day creates trust, respect, and empowerment across our business.
Our culture of continuous improvement, The Manitowoc Way , inspires us to continually look for ways to improve employee experience and therefore attract, grow, and retain the exceptional people we need now and in the future. Authentic leadership and a commitment to living our values every day creates trust, respect, and empowerment across our business.
We also provide an expansive array of aftermarket services and continue to invest in our rental fleet to further expand our aftermarket services to customers. We sell our entire product offering to most regions of the world and offer our full line of services primarily in the United States and Europe.
We also provide an expansive array of aftermarket products and services and continue to invest in our rental fleet to further expand our aftermarket services to customers. We sell our entire product offering to most regions of the world and offer our full line of services primarily in the United States and Europe.
Seasonality Due to seasonal conditions in the northern hemisphere impacting customer buying behaviors, particularly in the construction industry, net sales in the first and third quarters of the year are generally the lowest. Human Capital Management With over 4,800 employees in more than 20 countries, the success of our Company depends on these talented and dedicated team members.
Seasonality Due to seasonal conditions in the northern hemisphere impacting customer buying behaviors, particularly in the construction industry, net sales in the first and third quarters of the year are generally the lowest. Human Capital Management With over 4,700 employees in more than 20 countries, the success of our Company depends on these talented and dedicated team members.
Our technicians provide customers with efficient and high-quality repairs to ensure the crane products can operate to the original crane product specification and performance. We have over 460 technicians globally which provide various aftermarket services to our customers. Technical support. We have product-based technical support teams that provide advanced troubleshooting, major repair procedures, incident reporting, and repair consultation services.
Our technicians provide customers with efficient and high-quality repairs to ensure the crane products can operate to the original crane product specification and performance. We have over 500 technicians globally which provide various aftermarket services to our customers. Technical support. We have product-based technical support teams that provide advanced troubleshooting, major repair procedures, incident reporting, and repair consultation services.
More information about our health and safety is in our latest Corporate Sustainability Report ( “ CSR”) which can be found on our Company website. The information provided in our CSR or on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference as part of this report.
More information about our health and safety is in our latest Corporate 10 Table of Contents Sustainability Report ( “ CSR”) which can be found on our Company website. The information provided in our CSR or on our website is not part of this Annual Report on Form 10-K and is not incorporated by reference as part of this report.
Additionally, we distribute our products through our wholly owned distribution network under the brand name of MGX and Aspen in certain areas of the United States. Our main products and services are: Products. Lattice-boom crawler cranes. Under the Manitowoc brand name, we design, manufacture, market, and sell lattice-boom crawler cranes.
Additionally, we distribute our products through our wholly owned distribution network under the brand name of MGX Equipment Services in certain areas of the United States. Our main products and services are: Products. Lattice-boom crawler cranes. Under the Manitowoc brand name, we design, manufacture, market, and sell lattice-boom crawler cranes.
Our distribution locations also stock operational critical and frequently used parts to increase parts fulfillment velocity and reduce customer downtime. Services. Our certified technicians can provide troubleshooting, remote diagnostic, maintenance service, and repairs for our crane products.
Our distribution locations also stock operational critical and frequently used parts to increase parts fulfillment velocity and reduce customer downtime. Services. Our certified technicians can provide troubleshooting, remote diagnostics, maintenance service, and repairs for our crane products.
The vast majority of employees are full-time, with approximately 27% covered by a national trade union or collective bargaining agreement. Manitowoc is dedicated to investing continuously in technology, training, systems, and programs that help protect and support our people, as our long-term success depends on our people.
The vast majority of employees are full-time, with approximately 26.0% covered by a national trade union or collective bargaining agreement. Manitowoc is dedicated to investing continuously in technology, training, systems, and programs that help protect and support our people, as our long-term success depends on our people.
Rough-terrain cranes are designed to lift materials and equipment on rough or uneven terrain, and their versatility allows them to carry out many different lifts within the boundaries of given job sites. These cranes cannot be driven on public roadways, 7 Table of Contents and, accordingly, must be transported by truck to the site.
Rough-terrain cranes are designed to lift materials and equipment on rough or uneven terrain, and their versatility allows them to carry out many different lifts within the boundaries of given job sites. These cranes cannot be driven on public roadways, and, accordingly, must be transported by truck to the site.
Mobile hydraulic cranes consist of a telescopic boom mounted on a carrier with the ability to easily move in or between job sites, with some permitted on public roadways. We currently offer the following six types of mobile hydraulic cranes: rough-terrain, all-terrain, truck-mounted, telescopic crawler, industrial, and boom truck.
Mobile 7 Table of Contents hydraulic cranes consist of a telescopic boom mounted on a carrier with the ability to easily move in or between job sites, with some permitted on public roadways. We currently offer the following six types of mobile hydraulic cranes: rough-terrain, all-terrain, truck-mounted, telescopic crawler, industrial, and boom truck.
Additional 10 Table of Contents opportunities for personal and professional development include providing tuition reimbursement for ongoing education, supervisor leadership cohorts, apprenticeships and internships as we continuously look for the next generation of crane specialists, from engineers to accountants, and welders.
Additional opportunities for personal and professional development include providing tuition reimbursement for ongoing education, supervisor leadership cohorts, apprenticeships and internships as we continuously look for the next generation of crane specialists, from engineers to accountants, and welders.
(now MGX Equipment Services, LLC, or “MGX”), which expanded our ability to provide new machine sales, used machine sales, aftermarket parts, remanufacturing, and service support to a variety of end market customers.
(now MGX Equipment Services, LLC, or “MGX Equipment Services”), which expanded our ability to provide new machine sales, used machine sales, aftermarket parts, remanufacturing, and service support to a variety of end market customers.
Our aftermarket services are offered through our crane product brand names, Manitowoc, Potain, Grove, Shuttlelift, and National Crane, as well as through our wholly owned distributors, MGX and Aspen. Parts and accessories. Parts and accessories are stocked at our parts distribution centers around the world and sold through our distribution networks to ensure availability of parts to our customers.
Our aftermarket services are offered through our crane product brand names, Manitowoc, Potain, Grove, Shuttlelift, and National Crane, as well as through our wholly owned distributor, MGX Equipment Services. Parts and accessories. Parts and accessories are stocked at our parts distribution centers around the world and sold through our distribution networks to ensure availability of parts to our customers.
The following table sets forth our primary competitors: Products Primary Competitors Tower Cranes Cattaneo; Comansa; Favelle Favco; Jaso; Liebherr; Raimondi; Saez; Sany; SOIMA; Terex Comedil/Peiner; Vicario; Wolffkran; Yongmao; XCMG; and Zoomlion/Wilbert Mobile Telescopic Cranes Broderson; Elliott; Hitachi Sumitomo; Kobelco; Liebherr; Locatelli; Manitex; Sany; Link-Belt; Tadano; Terex; XCMG; and Zoomlion Major Customers We did not have any customers that individually comprised more than 10% of our consolidated net sales in the years ended December 31, 2024, 2023, or 2022.
The following table sets forth our primary competitors: Products Primary Competitors Tower Cranes Cattaneo; Comansa; Dahan; Favelle Favco; Jaso; Liebherr; Liugong; Raimondi/Terex; Saez; Sany; Stafford/SOIMA; Vicario; Wolffkran; Yongmao; XCMG; ZTM; and Zoomlion/Wilbert Mobile Telescopic Cranes Broderson; Elliott; Hitachi Sumitomo; Kobelco; Liebherr; Liugong; Locatelli; Sany; Link-Belt; Tadano; Terex; XCMG; and Zoomlion Major Customers We did not have any customers that individually comprised more than 10% of our consolidated net sales in the years ended December 31, 2025, 2024, or 2023.
It helps us stay focused on delivering the best outcomes for all our stakeholders. Employment Manitowoc’s strategy requires the engagement of a skilled, high-performing workforce. As of December 31, 2024, we employed approximately 4,800 people; 1,800 in the Americas segment, 2,500 in the EURAF segment, and 500 in the MEAP segment.
It helps us stay focused on delivering the best outcomes for all our stakeholders. Employment Manitowoc’s strategy requires the engagement of a skilled, high-performing workforce. As of December 31, 2025, we employed approximately 4,700 people; 1,750 in the Americas segment, 2,500 in the EURAF segment, and 450 in the MEAP segment.
The information on our website is not part of this or any other report we file with or furnish to the SEC. The SEC also maintains electronic versions of our reports on its website at www.sec.gov.
The information on our website is not part of this or any other report we file with or furnish to the SEC and is not incorporated herein by reference. The SEC also maintains electronic versions of our reports on its website at www.sec.gov.
We utilize a global sourcing strategy by maintaining alternate sources of supply for our critical materials and parts around the globe, wherever possible. This sourcing strategy mitigates the risk of being dependent on a single supplier and that raw materials and components are available in the regions we operate. For the majority of our critical suppliers, we have long-term agreements.
We utilize a global sourcing strategy by maintaining alternate sources of supply for our critical materials and parts around the globe, wherever possible. This sourcing strategy 9 Table of Contents mitigates the risk of being dependent on a single supplier and helps to ensure that raw materials and components are available in the regions we operate.
Patents, Trademarks and Licenses We utilize patent rights to protect our intellectual property and our position as a leading provider of engineered lifting solutions. We hold numerous patents globally pertaining to our products in addition to having pending applications for additional patents. Further, we have various registered and unregistered trademarks, copyrights, and licenses.
For the majority of our critical suppliers, we have long-term agreements. Patents, Trademarks and Licenses We utilize patent rights to protect our intellectual property and our position as a leading provider of engineered lifting solutions. We hold numerous patents globally pertaining to our products in addition to having pending applications for additional patents.
In 2024, we recorded 78,678 SLAMs and 21,458 Interactive Observations which drove improvements to both our RIR and LTIFR by helping our workforce to identify hazards and implement pro-active mitigation measures to avoid injury or loss.
In 2025, we recorded 77,331 SLAMs and 23,475 Interactive Observations which drove improvements to our RIR and LTIFR by helping our workforce to identify hazards and implement pro-active mitigation measures to avoid injury or loss time.
In 2024, our year end RIR was 1.19 compared to the industry average of 3.7 and our LTIFR was 0.81 compared to the industry average of 0.9. Industry standards are per the U.S. Bureau of Labor and Statistics.
In 2025, our year end RIR was 0.94 compared to the industry average of 2.8 and our LTIFR was 0.67 compared to the industry average of 0.8. Industry standards are per the U.S. Bureau of Labor and Statistics.
Reporting Segments The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment, and the Middle East and Asia Pacific (“MEAP”) segment. The Americas reporting segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region.
The Americas reporting segment includes the North America and South America continents. The EURAF reporting segment includes the Europe and Africa continents, excluding the Middle East region. The MEAP reporting segment includes the Asia and Australia continents and the Middle East region.
Grow our tower crane rental and aftermarket business in Europe: Since 2021, we have grown our European tower crane rental fleet original equipment cost by $27.3 million.
EURAF and MEAP: Since 2021, we have grown our European tower crane rental fleet original equipment cost by $27.3 million to enhance our support to customers.
Design engineers work closely with our customers and our manufacturing and marketing staffs, enabling us to identify real-time changing end-user requirements, implement new technologies, and effectively introduce product innovations.
Our team of engineers focus on developing high performance, low maintenance, and innovative products intended to create significant brand loyalty among customers. Design engineers work closely with our customers and our manufacturing and marketing staffs, enabling us to identify real-time changing end-user requirements, implement new technologies, and effectively introduce product innovations.
Our Mission is integral to this vision, aspiring to deliver the highest level of customer confidence and trust in the lifting industry. Our Core Values are the guiding principles for our employees to ensure that we meet our Vision and Mission.
Vision, Mission, and Core Values Manitowoc's vision is that we build the physical communities and structures for current and future generations. Our Mission is integral to this vision; We aspire to deliver the highest level of customer confidence and trust in the lifting industry.
The Company continues to enhance the portfolio of aftermarket services performed in Europe, such as sale of parts and whole goods accessories, on-site repairs, technical support, erection and decommissioning services, crane remanufacturing, training services, and digital solutions.
We continue to enhance the portfolio of aftermarket services performed in Europe, such as sale of parts and whole goods accessories, on-site repairs, technical support, erection and decommissioning services, crane remanufacturing, training services, and digital solutions. In 2025, we opened new and upgraded service locations in Meru, France; Bouaye, France; and Warsaw, Poland, enhancing our service coverage for customers.
Our dedicated locations for research and development activities are staffed by in-house engineers and technicians on three continents, supplemented with external engineering resources, who are responsible for enhancing our existing products and developing new products. Our team of engineers focus on developing high performance, low maintenance, and innovative products intended to create significant brand loyalty among customers.
Engineering, Research, and Development We believe our extensive engineering, research, and development capabilities are key drivers of our success in creating innovative and quality products. Our dedicated locations for research and development activities are staffed by in-house engineers and technicians on three continents, supplemented with external engineering resources, who are responsible for enhancing our existing products and developing new products.
All controls and safety devices are updated to current regulatory standards. Finally, the machine or component is thoroughly inspected and tested. Training. Our Manitowoc Training Center offers extensive technical training on all our crane products which are conducted at our training facilities or on-site for our distribution service technicians and some customers. Telematics.
Our Manitowoc Training Center offers extensive technical training on all our crane products which are conducted at our training facilities or on-site for our service technicians and for customers. Telematics.
The MEAP reporting segment includes the Asia and Australia continents and the Middle East region. The 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 Part II, Item 7.
The 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 Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 17, “Segments,” for additional information on our reporting segments.
We believe our patents, trademarks, 9 Table of Contents and copyrights are adequately protected in customary fashions under applicable laws and we actively enforce our patents, trademarks, and copyrights. Engineering, Research, and Development We believe our extensive engineering, research, and development capabilities are key drivers of our success in creating innovative and quality products.
Further, we have various registered and unregistered trademarks, copyrights, and licenses. We believe our patents, trademarks, and copyrights are adequately protected in customary fashions under applicable laws and we actively enforce our patents, trademarks, and copyrights.
In early 2025, we announced the acquisition of certain territories and related assets of Ring Power Corporation. This further expands our direct-to-customer territories in Georgia, North Carolina, and South Carolina. Leverage our all-terrain crane new product development to grow aftermarket: We have invested in research and development to design and manufacture innovative all-terrain cranes.
In early 2025, we opened an expanded facility in Nashville, Tennessee and acquired certain territories and related assets of Ring Power Corporation, further expanding our direct-to-customer territories in Georgia, North Carolina, and South Carolina. The acquisition of the assets of these businesses and additional territories advanced our strategy to expand our aftermarket activities within North America.
Item 1. BUSINESS General The Manitowoc Company, Inc. (“Manitowoc,” the “Company,” “we,” “us,” or "our”) was founded in 1902 and has over a 120-year tradition of providing high-quality, customer-focused products and support services to its markets. Headquartered in Milwaukee, Wisconsin, United States, Manitowoc is one of the world's leading providers of engineered lifting solutions.
Item 1. BUSINESS General The Manitowoc Company, Inc. (“Manitowoc” or the “Company”) was founded in 1902, and is headquartered in Milwaukee, Wisconsin, United States. Manitowoc, through its wholly-owned subsidiaries, provides high quality, customer-focused lifting products and services world-wide through its Grove, Manitowoc, National Crane, Potain, Shuttlelift, and Upfits by Aspen Equipment brands and its support-focused subsidiary MGX Equipment Services.
Since 2021, we have launched ten new or refreshed all-terrain cranes which include enhancements such as longer boom lengths, increased load capacity, reduced weight, improved roadability, new cab designs, and the Grove CONNECT telematics system. Offering an innovative and wide breadth of cranes to customers 6 Table of Contents enables us to be more competitive in the market.
Mobile Cranes: Since 2021, we have launched 11 new or updated all-terrain cranes featuring longer boom lengths, higher load capacities, reduced weight, improved roadability, redesigned cabs, and the Grove CONNECT telematics system. This innovative and diverse crane lineup strengthens our competitiveness in the market.
The acquisition of the assets of these businesses and additional territories advances our strategy to expand our aftermarket activities within North America. We currently offer 16 full-service branch locations in 14 states with over 160 field service technicians that provide industry-leading technical competencies and exceptional customer support.
We currently offer 17 full-service branch locations in 15 states with over 175 field service technicians that provide industry-leading technical competencies and exceptional customer support. In early 2026, we announced a new distribution agreement with Hiab to offer loader cranes across 13 states, expanding the products we can sell to our customers and providing service for those products.
Utilizing the principles of The Manitowoc Way, the engineering team reduced the new product development cycle from 18-24 months to 12-14 months to more quickly go to market with new products. Expand our aftermarket activities in North America: In 2021, we acquired the assets of two companies, Aspen Equipment Company (“Aspen”) and the crane business of H&E Equipment Services, Inc.
Notable initiatives include the following: Americas: In 2021, we acquired the assets of two companies, Aspen Equipment Company (“Aspen”) and the crane business of H&E Equipment Services, Inc.
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Manitowoc, through its wholly-owned subsidiaries, designs, manufactures, markets, distributes, and supports comprehensive product lines of mobile hydraulic cranes, lattice-boom crawler cranes, boom trucks, and tower cranes under the Aspen Equipment, Grove, Manitowoc, MGX Equipment Services, National Crane, Potain, and Shuttlelift brand names.
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For more information, visit www.manitowoc.com. The information on our website is not part of this or any other report we file with or furnish to the SEC and is not incorporated herein by reference. Reporting Segments The Company has three reportable segments; the Americas segment, the Europe and Africa (“EURAF”) segment, and the Middle East and Asia Pacific (“MEAP”) segment.
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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 16, “Segments,” for additional information on our reporting segments. The Manitowoc Way Manitowoc plays an integral role in building the physical communities and structures for current and future generations.
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Our Core Values are the guiding principles for our employees to ensure that we meet our Vision and Mission.
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Encompassing these Core Values, The Manitowoc Way is our business system for executing our Vision and Mission. The Manitowoc Way includes our continuous improvement process, focused on delivering value to our customers, shareholders and employees.
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Cranes+50 Strategy and The Manitowoc Way Initiative Manitowoc is transforming from a product-focused company into a customer-centric business focused on providing a full suite of lifting services to grow our aftermarket presence. Alongside our continued commitment to developing innovative lifting products and a robust new product development pipeline, we are expanding our non-new machine sales through our CRANES+50 strategy.
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This includes lean tools such as the Toyota Production System to eliminate waste from processes, reduce lead times, increase safety within our facilities, improve the quality of our products and drive our sustainability. The Manitowoc 5 Table of Contents Way also encompasses our Voice of the Customer process which has allowed us to introduce innovative, customer-focused products to the market.
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Non-new machine sales are less capital intensive, more profitable, and less cyclical. Our long-term goal is to generate sustainable returns to our stakeholders, positioning Manitowoc as a stronger and more resilient company.
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The Manitowoc Way has played a critical role in our success to build a sustainable, stand-alone crane company. As we execute our growth strategies, The Manitowoc Way will remain our guiding force for building processes that enhance our new product development; sales strategies; service and rental operations; and acquisition integration.
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CRANES+50 Strategy We launched our CRANES+50 strategy in 2021 to specifically grow our non-new machine sales to transform the Company from a products-focused business into a customer-centric business providing a full suite of lifting services to grow our aftermarket presence. This transition is instrumental in supporting our long-term aspirations.
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The bedrock of our CRANES+50 strategy are our four breakthrough initiatives: 1) Grow our tower crane rental and aftermarket business in Europe; 2) Grow our Belt and Road tower crane business with a focus on the Middle East; 3) Expand our aftermarket activities in North America; and 4) Leverage our all-terrain crane new product development to grow aftermarket.
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The CRANES+50 strategy is far more than incremental aftermarket growth; it is also about delivering complete lifting solutions for our customers. This includes strengthening our service footprint by expanding our distribution reach, broadening our portfolio with new and complementary 5 Table of Contents products, providing more service offerings, and introducing digital solutions to provide excellent value-added support for our customers.
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Grow our Belt and Road tower crane business with a focus on the Middle East: We have invested in research and development to design and manufacture innovative tower cranes for the Belt and Road, namely the Middle East market, that is experiencing significant growth. Since 2021, ten new models have been launched.
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In Europe, we currently offer 17 service locations in eight countries with over 220 field service technicians. In addition, our Australia location has expanded the services and complementary products it sells based on the needs of our customers. Digital Solutions: In 2025, we achieved a milestone with the launch of ServiceMax, our global asset management system.
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In addition, in 2024, we added a second service location in the United Kingdom to expand our service capabilities. Products and Aftermarket Services Our crane products are used in a wide variety of applications throughout the world, including energy production/distribution and utility, petrochemical and industrial, infrastructure, such as road, bridge and airport construction, as well as commercial and residential construction.
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This innovative tool enables us to track every machine we sell from cradle to grave, significantly improving service technician productivity and customer service. ServiceMax sets the standard for how we monitor each machine throughout its lifecycle.
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The Manitowoc Way Initiative The Manitowoc Way is our business system, rooted in the principle of “kaizen” (continuous improvement) where we strive to get a little bit better every day in everything we do. This mindset has been essential to building a sustainable lifting company.
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The Manitowoc Way will continue to guide four businesses including the processes that strengthen our new product development, sales strategies, service and rental operations, acquisition integration, lead-time reduction, safety, product quality, and overall sustainability initiatives.
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Notable initiatives include the following: Safety : For the first time in Manitowoc’s history, we achieved a Recordable Injury Rate (“RIR”) of 0.94, below the 1.0 threshold.
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Through our diligence and utilization of our safety processes, which include SLAMs (Stop-Look-Assess-Manage), Interactive Observations, Toolbox Talks, Safety Days, and Safety Month, and as a result, were able to drive down first aid injuries, recordable incidents, and lost time injuries. We continue to make progress toward our goal of zero injuries.
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At the Conexpo trade show in March, we will debut our new 8-axle all-terrain crane, which we believe will play an important role in meeting customer needs. Tower Cranes: For tower cranes, we have invested in new product development to serve Belt and Road regions, particularly the rapidly growing Middle East market. Since 2021, we have launched 14 new models.
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By applying the principles of The 6 Table of Contents Manitowoc Way , the engineering team shortened the development cycle from 18-24 months to 12-14 months, enabling faster delivery of competitive new products to market.
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All controls and safety devices are updated to current regulatory standards. Finally, the machine or component is thoroughly inspected and tested. Upfitting. Under the brand name Upfits by Aspen Equipment, our specialized upfitting operations centers transform stock chassis into purpose-built, job-ready equipment for a variety of industries such as utilities, railroads, tree care, landscaping, mining, and general construction. Training.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

52 edited+11 added−4 removed96 unchanged
Biggest changeIn the ordinary course of business, we collect and store sensitive data and information, including our proprietary and regulated business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our employees. We depend on our information systems to successfully manage our business.
Biggest changeAn inability to successfully manage information systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, could adversely affect our business and reputation. 15 Table of Contents In the ordinary course of business, we collect and store sensitive data and information, including our proprietary and regulated business information and that of our customers, suppliers, and business partners, as well as personally identifiable information about our employees.
Our international operations across many different jurisdictions may be subject to a number of risks specific to these countries, including: • less flexible employee relationships which can be difficult and expensive to terminate; • labor unrest; • political and economic instability (including war and acts of terrorism); • adverse trade policies or adverse changes to any of the policies of either the United States or any of the foreign jurisdictions in which we operate; • export duties, tariffs, import controls and trade barriers (including quotas); • inadequate infrastructure for our operations (i.e., lack of adequate power, water, transportation and raw materials); • risk of governmental expropriation of our property; • less favorable, or relatively undefined, intellectual property laws; • changes in regulatory requirements and laws; • burdens of complying with a wide variety of labor practices and foreign laws, including those relating to export and import duties, environmental policies and privacy issues; • longer customer payment cycles and difficulty in collecting trade accounts receivable; • adverse changes in tax rates or regulations; • legal or political constraints on our ability to maintain or increase prices; • health concerns and related government actions; • inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction; and • economies that are emerging or developing, that may be subject to greater currency volatility, negative growth, or recession, high inflation, limited availability of foreign exchange and other risks.
Our international operations across many different jurisdictions may be subject to a number of risks specific to these countries, including: • less flexible employee relationships which can be difficult and expensive to terminate; • labor unrest; • adverse trade policies or adverse changes to any of the policies of either the United States or any of the foreign jurisdictions in which we operate; • export duties, tariffs, import controls, and trade barriers (including quotas); • changes in regulatory requirements and laws; • political and economic instability (including war and acts of terrorism); • inadequate infrastructure for our operations (i.e., lack of adequate power, water, transportation, and raw materials); • risk of governmental expropriation of our property; • less favorable, or relatively undefined, intellectual property laws; • burdens of complying with a wide variety of labor practices and foreign laws, including those relating to export and import duties, environmental policies, and privacy issues; • longer customer payment cycles and difficulty in collecting trade accounts receivable; • adverse changes in tax rates or regulations; • legal or political constraints on our ability to maintain or increase prices; • health concerns and related government actions; • inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction; and • economies that are emerging or developing, that may be subject to greater currency volatility, negative growth, or recession, high inflation, limited availability of foreign exchange, and other risks.
Such interruptions have caused, and in the future could cause, delays in production or service, and cause us to incur additional expenses such as charges for expedited deliveries for products that are delayed.
Such interruptions have caused, and in the future could cause, delays in production or service, and have caused, and in the future could cause, us to incur additional expenses such as charges for expedited deliveries for products that are delayed.
Any significant labor relations issues with our various employee unions could have an adverse effect on our operations, reputation, results of operations and financial condition. Our inability to recover from natural or man-made disasters or public health crises could adversely affect our business.
Any significant labor relations issues with our various employee unions could have an adverse effect on our operations, reputation, results of operations and financial condition. Our inability to recover from natural or man-made disasters or public health crises could adversely affect our business and financial results.
While additional regulation of emissions in the future appears likely, how such new regulations would ultimately affect our business, operations or financial results is unknown at this time. Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our operations.
While additional regulation of emissions in the future appears likely, how such new regulations would ultimately affect our business, operations or financial results is unknown at this time. Our international sales and operations are subject to applicable laws relating to trade, tariffs, export controls, and foreign corrupt practices, the violation of which could adversely affect our operations.
Adverse economic conditions, including global supply chain constraints, labor constraints, logistic constraints, and cost pressures, pandemics or public health crises, inflation, elevated interest rates and geopolitical events, have caused and may continue to cause customers to forego or postpone new purchases in favor of repairing existing machinery.
Adverse economic conditions, including global supply chain constraints, labor constraints, logistic constraints, and cost pressures, pandemics or public health crises, inflation, tariffs, elevated interest rates, and geopolitical events, have caused and may continue to cause customers to forego or postpone new purchases in favor of repairing existing machinery.
We must comply with all applicable international trade, customs, export controls and economic sanctions laws and regulations of the United States and other countries. We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or gifts to foreign governments or officials.
We must comply with all applicable international trade, customs, tariffs, export controls, and economic sanctions laws and regulations of the United States and other countries. We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or gifts to foreign governments or officials.
These competitors may, among others: • respond more quickly to new or emerging technologies; • have greater name recognition, critical mass or geographic market presence; • be better positioned to compete on price for their products, due to any combination of low-cost labor, raw materials, components, facilities or other operating items, or willingness to sell at lower margins than us; 11 Table of Contents • be better able to take advantage of acquisition opportunities; • adapt more quickly to changes in customer requirements; • devote greater resources to the development, promotion and sale of their products; • consolidate with other competitors in the industry which may create increased pricing and competitive pressures on our business; and • be better able to utilize excess capacity which may reduce the cost of their products or services.
These competitors may, among others: • respond more quickly to new or emerging technologies; • have greater name recognition, critical mass or geographic market presence; • be better positioned to compete on price for their products, due to any combination of low-cost labor, raw materials, components, facilities or other operating items, or willingness to sell at lower margins than us; • be better able to take advantage of acquisition opportunities; • adapt more quickly to changes in customer requirements; • devote greater resources to the development, promotion, and sale of their products; • consolidate with other competitors in the industry which may create increased pricing and competitive pressures on our business; and • be better able to utilize excess capacity which may reduce the cost of their products or services.
In order to pursue this strategy successfully, we must identify attractive acquisitions, strategic alliances, joint venture opportunities, potentially obtain financing for future acquisitions on satisfactory terms, successfully complete the transaction, some of which may be large and complex, and manage post-closing issues such as integration of the acquired company or employees.
In order to pursue this strategy successfully, we must identify attractive acquisitions, strategic alliances, and joint venture opportunities, potentially obtain financing for future acquisitions on satisfactory terms, successfully complete the transactions, some of which may be large and complex, and manage post-closing issues such as integration of the acquired company or employees.
Disruptions in operations, including supply chain constraints, technical problems or other interruptions, such as floods, fire, natural disasters, pandemics or other public health crises, have and in the future may adversely affect the manufacturing or service capacity of our facilities and delay our ability to produce, ship or service certain of our products.
Disruptions in operations, including supply chain constraints, technical problems or other interruptions, such as floods, fire, natural disasters, pandemics or other public health crises, have adversely effected, and in the future may adversely affect the manufacturing or service capacity of our facilities and have delayed, and in the future may delay, our ability to produce, ship or service certain of our products.
We and certain of our subsidiaries (the “Loan Parties”) are parties to a credit agreement (the “ABL Credit Agreement”), as last amended on September 18, 2024, 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”) of up to $325.0 million, of which $100.0 million is available to our German subsidiary that is a borrower under the ABL Revolving Credit Facility.
We and certain of our subsidiaries (the “Loan Parties”) are parties to a credit agreement (the “ABL Credit Agreement”), as last amended on September 18, 2024, 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 17 Table of Contents Revolving Credit Facility”) of up to $325.0 million, of which $100.0 million is available to our German subsidiary that is a borrower under the ABL Revolving Credit Facility.
Our failure to maintain or obtain necessary licenses or an adverse outcome in any litigation relating to patent infringement or other 20 Table of Contents intellectual property matters could have a material adverse effect on our financial condition, results of operations and cash flows.
Our failure to maintain or obtain necessary licenses or an adverse outcome in any litigation relating to patent infringement or other intellectual property matters could have a material adverse effect on our financial condition, results of operations, and cash flows. 21 Table of Contents
In addition, because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers - including those due to supply chain constraints, labor constraints, logistic constraints, geopolitical events, supplier capacity constraints, labor disputes, impaired financial condition of suppliers, pandemics, global health crises, other infectious diseases, weather emergencies or other natural disasters - may impair our ability to satisfy our customer demand, as well as delay our ability to produce and ship certain of our products, and have had and may continue to adversely affect our financial performance.
In addition, because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers - including those due to supply chain constraints, labor constraints, logistic constraints, geopolitical events, supplier capacity constraints, labor disputes, impaired financial condition of suppliers, pandemics, global health crises, other infectious diseases, weather emergencies, or other natural disasters - may impair our ability to satisfy our customer demand, as well as delay our ability to produce and ship certain of our products, and have had an adverse effect on, and may continue to adversely affect, our financial performance.
Geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, have had and may continue to lead to logistic constraints, higher logistic costs, and significant volatility in raw material and component costs in Europe, exacerbating the inflation situation, which may have a material adverse impact on our financial condition, results of operations and/or cash flows.
Geopolitical events, including the ongoing conflicts in Ukraine and in the Middle East, have led to and may continue to lead to logistic constraints, higher logistic costs, and significant volatility in raw material and component costs in Europe, exacerbating the inflation and tariff situation, which may have a material adverse impact on our financial condition, results of operations, and/or cash flows.
If we fail to successfully integrate an acquisition, we may not realize all or any of the anticipated benefits of the acquisition, and our future results of operations could be adversely affected. 15 Table of Contents If we fail to maintain an effective network for distribution of our products and services, it could affect our business and financial results.
If we fail to successfully integrate an acquisition, we may not realize all or any of the anticipated benefits of the acquisition, and our future results of operations could be adversely affected. If we fail to maintain an effective network for distribution of our products and services, it could affect our business and financial results.
Such fluctuations may have a material effect on our results of operations and financial position and may significantly affect the comparability of our results between financial periods. We also incur currency transaction risk whenever one of our operating subsidiaries enters into a transaction using a different currency than its functional currency.
Such fluctuations may have a material effect on our results of operations and financial position and may significantly affect the comparability of our results between financial periods. 18 Table of Contents We also incur currency transaction risk whenever one of our operating subsidiaries enters into a transaction using a different currency than its functional currency.
In addition, if the actual value of the equipment for which we have provided a residual value guaranty declines below the amount of our guaranty, we may incur additional costs, which may negatively impact our financial condition, results of operations and cash flows. 16 Table of Contents Our leverage could impair our operations and financial condition.
In addition, if the actual value of the equipment for which we have provided a residual value guaranty declines below the amount of our guaranty, we may incur additional costs, which may negatively impact our financial condition, results of operations, and cash flows. Our leverage could impair our operations and financial condition.
Any significant liabilities which are not covered by insurance could have an adverse effect on our financial condition, results of operation and cash flows.
Any significant liabilities which are not covered by insurance could have an adverse effect on our financial condition, results of operations, and cash flows.
We have in the past and expect to continue to pursue acquisitions, strategic alliances, joint ventures or other significant transactions in line with our strategy.
We have in the past pursued and expect to continue to pursue acquisitions, strategic alliances, joint ventures, and other significant transactions in line with our strategy.
Macroeconomic conditions, including inflation and elevated interest rates, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on our ability to convert backlog into revenue which could, and has, impacted our financial condition, cash flows and results of operations.
Macroeconomic conditions, including inflation, elevated interest rates, and tariffs, as well as prior supply chain, labor and logistics constraints, have had, and may continue to have, a negative impact on our ability to convert backlog into revenue (the timing of sales) which could, and has, impacted our financial condition, cash flows, and results of operations.
Occasionally, market prices of some of our key raw materials increase significantly, including as a result of tariffs, other trade barriers, macroeconomic conditions or 12 Table of Contents geopolitical events, resulting in increases in the cost of our products or shortages.
Occasionally, market prices of some of our key raw materials increase significantly, including as a result of tariffs, other trade barriers, macroeconomic conditions, or geopolitical events, resulting in increases in the cost of our products or shortages.
In addition, prior shipping constraints resulted in delays in shipments in certain regions. Continuing or worsening inflation may have a material adverse impact on our financial condition, results of operations and/or cash flows.
In addition, prior shipping constraints resulted in delays in shipments in certain regions. Continuing or worsening macroeconomic conditions may have a material adverse impact on our financial condition, results of operations, and/or cash flows.
An obligation to make contributions to our benefit plans could reduce the cash available for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition and cash flows. 18 Table of Contents Legal and Regulatory Risks Environmental liabilities that may arise could be material.
An obligation to make contributions to our benefit plans could reduce the cash available for working capital and other corporate uses, and may have an adverse impact on our operations, financial condition, and cash flows. Legal and Regulatory Risks Environmental liabilities that may arise could be material.
The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which 14 Table of Contents could reduce our margins and affect our operating results.
The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which could reduce our margins and affect our operating results.
As of December 31, 2024, our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by an aggregate of approximately $50.6 million (“unfunded status”), as compared to $61.4 million as of December 31, 2023.
As of December 31, 2025, our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by an aggregate of approximately $46.4 million (“unfunded status”), as compared to $50.6 million as of December 31, 2024.
We have not to date incurred material costs related to these 19 Table of Contents asbestos claims. We vigorously defend ourselves against current claims and intend to do so against future claims. We also have certain insurance policies which may limit our financial exposures.
We have not to date incurred material costs related to these asbestos claims. We vigorously defend ourselves against current claims and intend to do so against future claims. We also have certain insurance policies which may limit our financial exposures.
As a result, we are involved from time to time in administrative or legal proceedings relating to environmental and health and safety matters and have in the past and will continue to incur capital costs and other expenditures relating to such matters.
As a result, we are involved from 19 Table of Contents time to time in administrative or legal proceedings relating to environmental and health and safety matters and have in the past and will continue to incur capital costs and other expenditures relating to such matters.
We cannot be certain that our products and services will continue to compete successfully with those of our competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers, any of which could materially and adversely affect our financial condition, results of operations and cash flows.
We cannot be certain that our products and services will continue to compete successfully with those of our competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers, any of which could materially and adversely affect our financial condition, results of operations, and cash flows. 12 Table of Contents Unfair foreign competition could adversely affect our financial results.
Our goodwill and intangible assets represent a significant amount of our total assets; as a result, impairment charges have had, and future impairment charges may have, an adverse effect on our results of operations. As of December 31, 2024, goodwill and intangible assets — net totaled $196.3 million, or approximately 11.8% of our total assets.
Our goodwill and intangible assets represent a significant amount of our total assets; as a result, impairment charges have had, and future impairment charges may have, an adverse effect on our results of operations. As of December 31, 2025, goodwill and intangible assets — net totaled $204.7 million, or approximately 11.3% of our total assets.
For example, we recently entered into a consent decree with the United States government concerning our participation in the Environmental Protection Agency's Transition Program for Equipment Manufacturers and related matters. Refer to Note 17, “ Commitments and Contingencies” to the Consolidated Financial Statements.
For example, in 2025, we entered into a consent decree with the United States government concerning our participation in the Environmental Protection Agency's Transition Program for Equipment Manufacturers and related matters. Refer to Note 18, “ Commitments and Contingencies” to the Consolidated Financial Statements for additional information regarding the consent decree.
Our leverage could also put us at a disadvantage compared to any competitors that are less leveraged. We cannot be certain that we will meet any future financial tests or that the lenders would waive any such failure to meet those tests. Refer to Note 10, “Debt,” to the Consolidated Financial Statements.
Our leverage could also put us at a disadvantage compared to any competitors that are less leveraged. We cannot be certain that we will meet any future financial tests or that the lenders would waive any such failure to meet those tests. Refer to Note 11, “Debt,” to the Consolidated Financial Statements for additional information regarding our outstanding debt.
As of December 31, 2024, we employed approximately 1,800 in the Americas segment, 2,500 in the EURAF segment, and 500 in the MEAP segment. The vast majority of employees are full-time, with approximately 27% covered by a national trade union or collective bargaining agreement.
As of December 31, 2025, we employed approximately 4,700 people; 1,750 in the Americas segment, 2,500 in the EURAF segment, and 450 in the MEAP segment. The vast majority of employees are full-time, with approximately 26% covered by a national trade union or collective bargaining agreement.
We have taken steps to maintain adequate data security by implementing cyber security technologies, internal controls, and network and data center resiliency and recovery processes.
We depend on our information systems to successfully manage our business. We have taken steps to maintain adequate data security by implementing cyber security technologies, internal controls, and network and data center resiliency and recovery processes.
In our experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities before any significant revenue is generated.
In our experience, entry into new international markets requires considerable management time as well as start-up expenses for market development, hiring and establishing office facilities before any significant revenue is generated. As a result, initial operations in a new market may operate at low margins or may be unprofitable.
As of December 31, 2024, our total consolidated debt was $390.2 million compared to $372.1 million as of December 31, 2023.
As of December 31, 2025, our total consolidated debt was $460.8 million compared to $390.2 million as of December 31, 2024.
Unfair foreign competition could adversely affect our financial results. Many of our foreign competitors benefit from government policies that could give them a competitive advantage in the United States and Europe, including currency devaluation and erecting trade barriers that prevent American manufacturers from selling cranes in those markets.
Many of our foreign competitors benefit from government policies that could give them a competitive advantage in the United States and Europe, including currency devaluation and erecting trade barriers that prevent American manufacturers from selling cranes in those markets. Low-cost competition from China and developing markets could also result in decreased demand for our products.
These expenditures do not always result in products that will be accepted by the market. To the extent they do not, whether as a function of the product or the business cycle, we will have increased expenses without significant sales to benefit us.
To the extent they do not, whether as a function of the product or the business cycle, we will have increased expenses without significant sales to benefit us.
The results of the operations and the financial position of these subsidiaries will be reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements, which are stated in U.S. dollars. 17 Table of Contents The exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly in recent years and may continue to fluctuate in the future.
The results of the operations and the financial position of these subsidiaries will be reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements, which are stated in U.S. dollars.
We have incurred and may incur in the future additional expenses and delays due to interruptions at our manufacturing and service facilities as a result of supply chain constraints, and in the future we may also incur additional expenses and delays due to technical problems or other interruptions at our manufacturing and service facilities.
Failure to develop successful new products may also cause potential customers to purchase competitors’ products, rather than products manufactured by us. 14 Table of Contents We have incurred and may incur in the future additional expenses and delays due to interruptions at our manufacturing and service facilities as a result of supply chain constraints, and in the future we may also incur additional expenses and delays due to technical problems or other interruptions at our manufacturing and service facilities.
Likewise, a substantial increase in the number of claims that are made against us or the amounts of any judgments or settlements could materially and adversely affect our reputation, the ability to obtain and the rates for insurance coverages, and our financial condition, results of operations and cash flows.
Likewise, a substantial increase in the number of claims that are made against us or the amounts of any judgments or settlements could materially and adversely affect our reputation, the ability to obtain and the rates for insurance coverages, and our financial condition, results of operations, and cash flows. 20 Table of Contents If we do not meet customers’ product quality and reliability standards and expectations, we may experience increased or unexpected product warranty claims and other adverse consequences to our business.
Low-cost competition from China and developing markets could also result in decreased demand for our products. If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products, which may undermine our ability to generate returns on our investments.
If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products, which may undermine our ability to generate returns on our investments. Sales of our products are cyclical and/or are otherwise sensitive to volatile or variable factors.
Sales of our products are cyclical and/or are otherwise sensitive to volatile or variable factors. Weakness or a downturn in overall economic activity, or fluctuations in those other factors could have a material adverse impact on our operating results.
Weakness or a downturn in overall economic activity, or fluctuations in those other factors could have a material adverse impact on our operating results. Historically, sales of products that we manufacture and sell have been subject to cyclical variations caused by changes in general economic conditions and other factors.
Likewise, if our suppliers terminate these agreements and we are unable to procure alternate products at substantially similar competitive pricing, our financial performance could be adversely affected. We have significant manufacturing and sales of our products outside of the United States and such international operations could be subject to a number of risks specific to these countries.
Likewise, if our 13 Table of Contents suppliers terminate these agreements and we are unable to procure alternate products at substantially similar competitive pricing, our financial performance could be adversely affected.
To remain competitive, we, therefore, must develop new and innovative products on an on-going basis. If we fail to make innovations or the market does not accept our new products, our sales and results would likely suffer. We invest significantly in the research and development of new products.
If we fail to make innovations or the market does not accept our new products, our sales and results would likely suffer. We invest significantly in the research and development of new products. These expenditures do not always result in products that will be accepted by the market.
We sell some of our products and provide aftermarket services through both independent third parties such as distributors, agents and channel partners (collectively referred to as distributors) and wholly owned subsidiaries. Each distribution method has risks and costs, and our failure to maintain and grow an effective distribution network may have a material adverse impact on our business.
We sell some of our products and provide aftermarket services through both independent third parties such as distributors, agents and channel partners (collectively referred to as distributors), and wholly owned subsidiaries.
Increasing costs of doing business in many countries in which we operate may adversely affect our business and financial results.
Failing to manage risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position. Increasing costs of doing business in many countries in which we operate may adversely affect our business and financial results.
As a result, initial operations in a new market may operate at low margins or may be unprofitable. 13 Table of Contents If we do not develop new and innovative products or if customers in our markets do not accept them, our results could be negatively affected. Our products must be kept current to meet our customers’ needs.
If we do not develop new and innovative products or if customers in our markets do not accept them, our results could be negatively affected. Our products must be kept current to meet our customers’ needs. To remain competitive, we, therefore, must develop new and innovative products on an on-going basis.
Violations of the Foreign Corrupt Practices Act or similar laws by distributors or other third-party intermediaries could have a material impact on our business. Failing to manage risks related to our use of distributors may reduce sales, increase expenses, and weaken our competitive position.
Distributors may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and our financial results. Violations of the Foreign Corrupt Practices Act or similar laws by distributors or other third-party intermediaries could have a material impact on our business.
For the years ended December 31, 2024, 2023, and 2022, approximately 51%, 53%, and 55%, respectively, of our net sales were attributable to products sold outside of the United States. Expanding the Company’s international sales is part of our growth strategy.
We have significant manufacturing and sales of our products outside of the United States and such international operations could be subject to a number of risks specific to these countries. For the years ended December 31, 2025, 2024, and 2023, approximately 49%, 51%, and 53%, respectively, of our net sales were attributable to products sold outside of the United States.
We may rely on one or more key distributors for a product, and the loss of these distributors could negatively impact our sales. Distributors may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and financial results.
Distributors may sell products that compete with our products, and we may need to provide financial and other incentives 16 Table of Contents to focus distributors on the sale of our products. We may rely on one or more key distributors for a product, and the loss of these distributors could negatively impact our sales.
If we do not meet customers’ product quality, reliability standards and expectations, we may experience increased or unexpected product warranty claims and other adverse consequences to our business. Product quality and reliability are significant factors influencing customers' decisions to purchase our products and aftermarket services.
Product quality and reliability are significant factors influencing customers' decisions to purchase our products and aftermarket services.
Using distributors exposes us to many risks, including competitive pressure, concentration risk, credit risk, and compliance risks. Distributors may sell products that compete with our products, and we may need to provide financial and other incentives to focus distributors on the sale of our products.
Each distribution method has risks and costs, and our failure to maintain and grow an effective distribution network may have a material adverse impact on our business and financial results. Using distributors exposes us to many risks, including competitive pressure, concentration risk, credit risk, and compliance risks.
Removed
For instance, the delay in the realization of price increases and provisional pricing strategies (due to longer lead times of orders in our backlog), together with prior supply chain, labor and logistics constraints, previously impacted our ability to convert backlog into revenue, impacting the timings of those sales.
Added
Our business is subject to risks related to, among other factors, tariffs and other trade protection measures put in place by the United States or other countries, as well as U.S.-international trade relations, including those with China and the European Union.
Removed
Historically, sales of products that we manufacture and sell have been subject to cyclical variations caused by changes in general economic conditions and other factors.
Added
As of December 31, 2025, the U.S. has implemented country-specific trade agreements with key partners including the European Union, Japan, and the United Kingdom, featuring modified tariff structures and industry-specific exemptions. The 11 Table of Contents U.S. continues to negotiate trade agreements with other countries, including China, which currently have varying reciprocal tariffs.
Removed
Failure to develop successful new products may also cause potential customers to purchase competitors’ products, rather than products manufactured by us.
Added
In addition, the U.S. government imposed 50% tariffs on new steel and aluminum derivative products which include certain of our crane components and models. These tariffs apply to imports from nearly all countries, with the United Kingdom subject to a reduced 25% rate. Approximately 50% of our total net sales are generated in the United States.
Removed
An inability to successfully manage information systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, could adversely affect our business and reputation.
Added
While the majority of our products are manufactured domestically, the evolving tariff landscape has and could continue to: • Increase input costs for imported components and raw materials, especially those containing steel, aluminum, or copper; • Disrupt supply chains, particularly for goods newly classified under derivative tariff codes; and/or • Affect demand due to price sensitivity and competitive shifts in the market.
Added
When the costs of our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could have a material adverse effect on our business, financial condition, cash flows, and results of operations.
Added
We continue to monitor developments closely, including pending legal challenges to certain tariff authorities, updated guidance from regulators, and ongoing negotiations with additional trade partners. Considerable uncertainty remains regarding the evolving tariff landscape, including industry-specific exemptions, retaliatory measures, and the resolution of trade agreements.
Added
We are actively assessing the potential impact of such tariffs, developments, measures, and agreements while evaluating and implementing mitigation strategies, including supply chain adjustments, pricing strategies, sourcing diversification, duty draw-backs, or other available measures.
Added
However, there can be no assurance that any such mitigation strategies will be successful or will prevent continued adverse impacts to our business, results of operations, and financial condition.
Added
In addition, the imposition of retaliatory tariffs by other countries and escalating trade tensions could have a significant adverse impact on global economic conditions, which could have a material adverse effect on our business, financial condition, cash flows, and results of operations.
Added
Expanding the Company’s international sales is part of our growth strategy.
Added
The exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly in recent years and may continue to fluctuate in the future.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+3 added−1 removed10 unchanged
Biggest changeControls, Procedures and Technical Safeguards The Company has enterprise security policies, controls and procedures designed to protect the confidentiality, integrity, and availability of our information assets. Among other areas, the comprehensive system addresses intrusion detection, encryption, device hardening, and monitoring through various controls, including phishing protection solutions, administrative password management tools, system patching, encryption, and intrusion prevention and detection systems.
Biggest changeAmong other areas, the comprehensive system addresses intrusion detection, encryption, device hardening, and monitoring through various controls, including phishing protection solutions, administrative password management tools, system patching, encryption, and intrusion prevention and detection systems. The Company regularly engages in assessments, testing, and subsequent remediation of our policies, procedures, and practices that are designed to address cybersecurity threats and incidents.
The Director of Cybersecurity has served in various roles in information technology and security at Manitowoc for over 30 years, including the last six years overseeing cybersecurity. The Senior Vice President Global Information Systems has been with Manitowoc for over 24 years, leading the Global IS team since 2022.
The Senior Vice President Global Information Systems has been with Manitowoc for over 25 years, leading the Global IS team since 2022. The Director of Cybersecurity has served in various roles in information technology and security at Manitowoc for over 30 years, including the last six years overseeing cybersecurity.
We seek vendor partners who are reliable, reputable and maintain cybersecurity programs. We also rely on contractual terms for indemnification and to ensure vendors and service providers employ industry best practices to protect confidential information. The Company uses employee training and education as part of the comprehensive system designed to protect the Company’s information systems.
We also rely on contractual terms for indemnification and to ensure vendors and service providers employ industry best practices to protect confidential information. The Company uses employee training and education as part of the comprehensive system designed to protect the Company’s information systems.
The Company also maintains incident response and recovery plans that address the Company's response to a cybersecurity incident and such plans are tested, evaluated and updated on a regular basis. The company evaluates and oversees cybersecurity risks presented by third parties, including vendors, and service providers, and the systems of third parties that could impact our business.
The technical safeguards are regularly evaluated, tested, and 22 Table of Contents improved through vulnerability assessments and updated cybersecurity intelligence. The Company also maintains incident response and recovery plans that address the Company's response to a cybersecurity incident and such plans are tested, evaluated, and updated on a regular basis.
The Company regularly engages in assessments, testing and subsequent remediation of our policies, procedures and practices that are designed to address cybersecurity threats and incidents. These efforts include a variety of third-party vendors and activities, including audits, assessments, penetration tests, threat modeling, tabletop exercises and vulnerability testing.
These efforts include a variety of third-party vendors and activities, including audits, assessments, penetration tests, threat modeling, tabletop exercises, and vulnerability testing. We have also engaged a third party to perform an independent review of our information security environment.
The Company deploys technical safeguards designed to protect the Company’s information systems, including firewalls and systems for anti-malware, intrusion detection and prevention. The technical safeguards are regularly evaluated, tested, and 21 Table of Contents improved through vulnerability assessments and updated cybersecurity intelligence.
The results of such assessments, audits, and reviews, along with remediation and development plans, are reported by management to the Board and Audit Committee. The Company deploys technical safeguards designed to protect the Company’s information systems, including firewalls and systems for anti-malware, intrusion detection, and prevention.
Removed
We have also engaged a third party to perform an independent review of our information security environment. The results of such assessments, audits and reviews, along with remediation and development plans, are reported by management to the Board and Audit Committee.
Added
The Director of Cybersecurity will be retiring from the Company during 2026. In connection with his planned retirement, the Company has appointed an internal candidate to take over this role and to support an orderly transition of responsibilities.
Added
The internal candidate has served in various roles in information technology and security at Manitowoc for 7 years, and has been the Senior Cybersecurity Administrator for the last 4 years. Controls, Procedures and Technical Safeguards The Company has enterprise security policies, controls, and procedures designed to protect the confidentiality, integrity, and availability of our information assets.
Added
The company evaluates and oversees cybersecurity risks presented by third parties, including vendors, and service providers, and the systems of third parties that could impact our business. We seek vendor partners who are reliable, reputable, and maintain cybersecurity programs.

Item 2. Properties

Properties — owned and leased real estate

6 edited+0 added−0 removed2 unchanged
Biggest changeThe following table provides information about material manufacturing facilities owned or leased by the Company as of December 31, 2024. Facility Location Americas Shady Grove, Pennsylvania EURAF Wilhelmshaven, Germany Niella Tanaro, Italy Moulins, France Charlieu, France Baltar, Portugal MEAP Zhangjiagang, China Pune, India
Biggest changeManufacturing facilities are at the following locations; Zhangjiagang, China; Charlieu, France; Moulins, France; Wilhelmshaven, Germany; Pune, India; Niella Tanaro, Italy; Shady Grove, Pennsylvania; and Baltar, Portugal.
Service Centers The Company operates service centers through its wholly owned subsidiary, MGX Equipment Services, in the following locations: Phoenix, Arizona; Denver, Colorado; Ankeny, Iowa; Baton Rouge and Belle Chasse, Louisiana; Baltimore, Maryland; Bloomington, Minnesota; Kansas City, Missouri; Billings, Montana; Winston-Salem, North Carolina; Omaha, Nebraska; Aiken, South Carolina; Houston and Dallas, Texas; Salt Lake City, Utah; and Norfolk, Virginia.
Service Centers The Company operates service centers through its wholly owned subsidiary, MGX Equipment Services, in the following locations: Phoenix, Arizona; Denver, Colorado; Ankeny, Iowa; Baton Rouge and Belle Chasse, Louisiana; Baltimore, Maryland; Bloomington, Minnesota; Kansas City, Missouri; Billings, Montana; Winston-Salem, North Carolina; Omaha, Nebraska; Aiken, South Carolina; Nashville, Tennessee; Houston and Dallas, Texas; Salt Lake City, Utah; and Norfolk, Virginia.
Parts Distribution Centers The Company operates parts distribution centers in Jeffersonville, Indiana and Saint Pierre de Chandieu, France. Remanufacturing Remanufacturing of products through our EnCORE brand name is conducted in the following locations: Bauxite, Arkansas; Charlieu, France; Dry, France; Langenfeld, Germany; Belle Chasse, Louisiana; Baltimore, Maryland; Baltar, Portugal; Aiken, South Carolina; Houston, Texas; and Norfolk, Virginia.
Parts Distribution Centers The Company operates parts distribution centers in Jeffersonville, Indiana and Saint Pierre de Chandieu, France. Remanufacturing Remanufacturing of products through our EnCORE ® brand name is conducted in the following locations: Charlieu, France; Dry, France; Langenfeld, Germany; Belle Chasse, Louisiana; Baltimore, Maryland; Baltar, Portugal; Aiken, South Carolina; Houston, Texas; and Norfolk, Virginia.
Manufacturing 22 Table of Contents The manufacturing facilities are believed to be suitable for their intended purposes, with adequate capacities for current and projected needs for existing products. Manitowoc management continually monitors the Company’s capacity needs and makes adjustments as dictated by market and other conditions.
Manufacturing 23 Table of Contents The manufacturing facilities are believed to be suitable for their intended purposes, with adequate capacities for current and projected needs for existing products. Manitowoc management continually monitors the Company’s capacity needs and makes adjustments as dictated by market and other conditions.
Leased properties are covered by leases expiring over terms of one to twenty years. The Company does not anticipate any difficulty in retaining occupancy of any leased facilities, either by renewing leases prior to expiration or by replacing them with equivalent leased facilities.
Leased properties are covered by leases expiring over terms of one to eighteen years. The Company does not anticipate any difficulty in retaining occupancy of any leased facilities, either by renewing leases prior to expiration or by replacing them with equivalent leased facilities.
The Company also operates service centers in Europe and Australia at the following locations: Sydney, Australia; Saint Herblain, France; Vitrolles, France; Saint Ouen l’Aumône, France; Saint Pierre de Chandieu, France; Dole, France; Dry, France; Nice, France; Pompignac, France; Langenfeld, Germany; Lainate, Italy; Breda, Netherlands; Baltar, Portugal; Ajalvir, Spain; Buckingham, United Kingdom; and Barnsley, United Kingdom.
The Company also operates service centers in Europe and Australia at the following locations: Sydney, Australia; Saint Herblain, France; Vitrolles, France; Saint Ouen l’Aumône, France; Lusigny, France; Meru, France; Saint Pierre de Chandieu, France; Dole, France; Dry, France; Nice, France; Pompignac, France; Langenfeld, Germany; Lainate, Italy; Breda, Netherlands; Przypki, Poland; Baltar, Portugal; Ajalvir, Spain; Buckingham, United Kingdom; and Barnsley, United Kingdom.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRefer to Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Biggest changeRefer to Note 18, “Commitments and Contingencies,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changePrior to his appointment, he served as Senior Vice President, Human Resources since August 2022, Senior Vice President, EH&S (Environment, Health & Safety) and The Manitowoc Way, since August 2022 and Vice President, EH&S and Security since August 2017. Before joining Manitowoc, Mr.
Biggest changePrior to his appointment, he served as Executive Vice President, Human Resources since May 2023, Senior Vice President, Human Resources since August 2022, Senior Vice President, EH&S (Environment, Health & Safety) and The Manitowoc Way , since August 2022 and Vice President, EH&S and Security since August 2017. Before joining Manitowoc, Mr.
Cook served in progressive executive roles at Hansa Heavy Lift (2015-2017), SAL Heavy Lift (2012-2015), Aida Cruises (2012), Holland America Line (2003-2012), and served as an Officer in the British Royal Navy (2002). 24 Table of Contents PAR T II
Cook served in progressive executive roles at Hansa Heavy Lift (2015-2017), SAL Heavy Lift (2012-2015), Aida Cruises (2012), Holland America Line (2003-2012), and served as an Officer in the British Royal Navy (2002). 25 Table of Contents PAR T II
Cook 41 Executive Vice President, Human Resources 2023 The following paragraphs provide further information as to our executive officers’ duties and their employment history: Aaron H. Ravenscroft has served as the President and Chief Executive Officer of the Company since August 2020.
Cook 42 Executive Vice President, Human Resources 2023 The following paragraphs provide further information as to our executive officers’ duties and their employment history: Aaron H. Ravenscroft has served as the President and Chief Executive Officer of the Company since August 2020.
She holds a Bachelor of Arts in Public Communications from the University of Wisconsin – Eau Claire and a Juris Doctorate from the University of Wisconsin Law School. Leslie L. Middleton has served as the Executive Vice President, Americas and EU Mobile Cranes of the Company since November 2020.
She holds a Bachelor of Arts in Public Communications from the University of Wisconsin – Eau Claire and a Juris Doctorate from the University of Wisconsin Law School. 24 Table of Contents Leslie L. Middleton has served as the Executive Vice President, Americas and EU Mobile Cranes of the Company since November 2020.
Item 4. MINE SA FETY DISCLOSURE Not Applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICER S Each of the following executive officers of the Company has been elected by the Board of Directors. The information presented below is as of February 21, 2025. Name Age Position With The Registrant Principal Position Held Since Aaron H.
Item 4. MINE SA FETY DISCLOSURE Not Applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICER S Each of the following executive officers of the Company has been elected by the Board of Directors. The information presented below is as of February 18, 2026. Name Age Position With The Registrant Principal Position Held Since Aaron H.
Prior to his appointment, he was the Vice President, Corporate Controller and Principal Accounting Officer since November 2018, overseeing the Company’s accounting and financial reporting teams and was also responsible for the Treasury function 23 Table of Contents beginning in 2020. Before joining Manitowoc, Mr.
Prior to his appointment, he was the Vice President, Corporate Controller and Principal Accounting Officer since November 2018, overseeing the Company’s accounting and financial reporting teams and was also responsible for the Treasury function beginning in 2020. Before joining Manitowoc, Mr.
Minerals and Executive Vice President Operations at Weir Minerals North America (2014-2016); Vice President and General Manager of Gardner Denver (2009-2013); Director of Manufacturing at Magnet Schultz of America (2004-2009); and Director of Manufacturing and Performance Systems at Vapor Corporation (1995-2004). James S. Cook has served as Executive Vice President, Human Resources since May 2023.
Minerals and Executive Vice President Operations at Weir Minerals North America (2014-2016); Vice President and General Manager of Gardner Denver (2009-2013); Director of Manufacturing at Magnet Schultz of America (2004-2009); and Director of Manufacturing and Performance Systems at Vapor Corporation (1995-2004). James S. Cook has served as Executive Vice President, Human Resources and The Manitowoc Way since May 2025.
Ravenscroft 46 President and Chief Executive Officer 2020 Brian P. Regan 51 Executive Vice President and Chief Financial Officer 2022 Jennifer L. Peterson 48 Executive Vice President, General Counsel and Secretary 2022 Leslie L. Middleton 55 Executive Vice President, Americas and EU Mobile Cranes 2020 James S.
Ravenscroft 47 President and Chief Executive Officer 2020 Brian P. Regan 52 Executive Vice President and Chief Financial Officer 2022 Jennifer L. Peterson 49 Executive Vice President, General Counsel and Secretary 2022 Leslie L. Middleton 56 Executive Vice President, Americas and EU Mobile Cranes 2020 James S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(23.94 )% 39.67 % (50.73 )% 82.21 % (45.30 )% S&P 500 Index 18.40 % 28.71 % (18.11 )% 26.29 % 25.02 % Russell 2000 Index 19.96 % 14.82 % (20.44 )% 16.93 % 11.54 % 25 Table of Contents Indexed Returns Years Ending December 31, 2019 2020 2021 2022 2023 2024 The Manitowoc Company, Inc. 100.00 76.06 106.23 52.34 95.37 52.17 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 Russell 2000 Index 100.00 119.96 137.74 109.59 128.14 142.93
Biggest changeTotal Return to Shareholders (Includes reinvestment of dividends) Annual Return Percentages Years Ending December 31, 2021 2022 2023 2024 2025 The Manitowoc Company, Inc. 39.67 % (50.73 )% 82.21 % (45.30 )% 31.33 % S&P 500 Index 28.71 % (18.11 )% 26.29 % 25.02 % 17.88 % Russell 2000 Index 14.82 % (20.44 )% 16.93 % 11.54 % 12.81 % 26 Table of Contents Indexed Returns Years Ending December 31, 2020 2021 2022 2023 2024 2025 The Manitowoc Company, Inc. 100.00 139.67 68.82 125.39 68.60 90.08 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 Russell 2000 Index 100.00 114.82 91.35 106.82 119.14 134.40
The amount and timing of any dividends are determined by the Board of Directors at its regular meetings each year, subject to limitations within the indenture governing the Company’s 2031 Notes and the Company’s ABL Revolving Credit Facility described below. For the years ended December 31, 2024 and 2023, no cash dividends were declared or paid.
The amount and timing of any dividends are determined by the Board of Directors at its regular meetings each year, subject to limitations within the indenture governing the Company’s 2031 Notes and the Company’s ABL Revolving Credit Facility described below. For the years ended December 31, 2025 and 2024, no cash dividends were declared or paid.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PRUCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol MTW. The number of shareholders of record of common stock as of December 31, 2024 was 473.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PRUCHASES OF EQUITY SECURITIES The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol MTW. The number of shareholders of record of common stock as of December 31, 2025 was 1,021.
Refer to Note 10, “Debt,” to the Company’s Consolidated Financial Statements. See Part III, Item 12 of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans. Total Return to Shareholders (Includes reinvestment of dividends) Annual Return Percentages Years Ending December 31, 2020 2021 2022 2023 2024 The Manitowoc Company, Inc.
Refer to Note 11, “Debt,” to the Company’s Consolidated Financial Statements. See Part III, Item 12 of this Annual Report on Form 10-K for certain information regarding the Company’s equity compensation plans.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 Operating income $ 51.8 Amortization of intangible assets 2.9 Restructuring expense 4.6 Other non-recurring items - net 1 9.1 Adjusted operating income 68.4 Provision for income taxes (10.3 ) Adjusted NOPAT $ 58.1 5-Quarter Average Total assets $ 1,734.4 Total liabilities (1,126.5 ) Net total assets 607.9 Cash and cash equivalents (35.0 ) Short-term borrowings and current portion of long-term debt 26.2 Long-term debt 388.3 Income tax assets - net (17.5 ) Invested capital $ 969.9 Adjusted ROIC 6.0 % 33 Table of Contents (1) Other non-recurring items - net for the year ended December 31, 2024 relate to $8.9 million of costs associated with a legal matter with the U.S.
Biggest changeYear Ended December 31, 2025 Year Ended December 31, 2024 Operating income $ 53.8 $ 51.8 Amortization of intangible assets 3.1 2.9 Restructuring expense 4.9 4.6 Other non-recurring items - net — 9.1 Adjusted operating income 61.8 68.4 Provision for income taxes (9.3 ) (10.3 ) Adjusted NOPAT $ 52.5 $ 58.1 5-Quarter Average Total assets $ 1,805.3 $ 1,734.4 Total liabilities (1,135.1 ) (1,126.5 ) Net total assets 670.2 607.9 Cash and cash equivalents (47.9 ) (35.0 ) Short-term borrowings and current portion of long-term debt 15.1 26.2 Long-term debt 429.1 388.3 Income tax assets - net (67.0 ) (17.5 ) Invested capital $ 999.5 $ 969.9 Adjusted ROIC 5.3 % 6.0 % Adjusted Net Income and Adjusted DEPS The Company defines adjusted net income as net income plus the addback or subtraction of restructuring and other non-recurring items.
Other Expense – Net Other expense – net for the year ended December 31, 2024 was $0.4 million and was primarily composed of $2.9 million of pension benefit and postretirement health costs and $1.1 million of non-cash losses associated with the refinancing of the Company’s former senior secured second lien notes.
Other expense - net for the year ended December 31, 2024 was $0.4 million and was primarily composed of $2.9 million of pension benefit and postretirement health costs and $1.1 million of non-cash losses associated with the refinancing of the Company’s former senior secured second lien notes.
The Company’s discount rate is provided by an independent third party calculated based on an appropriate mix of high-quality bonds. • Expected Return on Plan Assets – The Company’s expected return on plan assets assumptions are based on the Company’s expectation of the long-term average rate of return on assets in the pension funds, which is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds, net of estimated fees. • Compensation increase – The Company’s compensation increase assumptions reflect its long-term actual experience, the near-term outlook and assumed inflation. • Retirement and Mortality Rates – The Company’s retirement and mortality rate assumptions are based primarily on actual plan experience and mortality tables. • Health Care Cost Trend Rates – The Company’s health care cost trend rate assumptions are developed based on historical cost data, near-term outlook and an assessment of likely long-term trends.
The Company’s discount rate is provided by an independent third party calculated based on an appropriate mix of high-quality bonds. • Expected Return on Plan Assets – The Company’s expected return on plan assets assumptions are based on the Company’s expectation of the long-term average rate of return on assets in the pension funds, which is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds, net of estimated fees. • Compensation increase – The Company’s compensation increase assumptions reflect its long-term actual experience, the near-term outlook and assumed inflation. 40 Table of Contents • Retirement and Mortality Rates – The Company’s retirement and mortality rate assumptions are based primarily on actual plan experience and mortality tables. • Health Care Cost Trend Rates – The Company’s health care cost trend rate assumptions are developed based on historical cost data, near-term outlook and an assessment of likely long-term trends.
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 Company determined there was not a triggering event during the year ended December 31, 2024, with the exception of one asset group located in Europe.
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 Company determined there was not a triggering event during the year ended December 31, 2025, with the exception of one asset group located in Europe.
Additionally, the Company's debt outstanding under the ABL Revolving Credit Facility is subject to variable interest using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, Central Bank Rate ("CBR") or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread.
Additionally, the Company's debt outstanding under the ABL Revolving Credit Facility is subject to variable interest using either the Alternate Base Rate or Term Benchmark, Applicable Overnight Rate, Central Bank Rate (“CBR”) or RFR rate (each as defined in the ABL Credit Agreement) plus the applicable spread.
Environmental, Health, Safety, Contingencies and Other Matters Refer to Part II, Item 8, Note 17, “Commitments and Contingencies,” where the Company has disclosed environmental, health, safety, contingencies and other matters. Critical Accounting Policies and Estimates The Consolidated Financial Statements include the accounts of the Company and all its subsidiaries.
Environmental, Health, Safety, Contingencies, and Other Matters Refer to Part II, Item 8, Note 18, “Commitments and Contingencies,” where the Company has disclosed environmental, health, safety, contingencies, and other matters. Critical Accounting Policies and Estimates The Consolidated Financial Statements include the accounts of the Company and all its subsidiaries.
Orders and Backlog Orders and backlog are not measures defined by accounting principles generally accepted in the United States of America ("GAAP") and our methodology for determining orders and backlog may vary from the methodology used by other companies. Management uses orders and backlog for capacity and resource planning.
Orders and Backlog Orders and backlog are not measures defined by accounting principles generally accepted in the United States of America (“GAAP”) and our methodology for determining orders and backlog may vary from the methodology used by other companies. Management uses orders and backlog for capacity and resource planning.
Refer to Note 12, “Income Taxes,” to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740 “Income Taxes.” The Company maintains defined benefit pension plans for some of the Company’s employees and retirees.
Refer to Note 13, “Income Taxes,” to the Consolidated Financial Statements for disclosures surrounding uncertain income tax positions under ASC Topic 740 “Income Taxes.” The Company maintains defined benefit pension plans for some of the Company’s employees and retirees.
Further information regarding the Company’s reportable segments can be found in Note 16, “Segments,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Further information regarding the Company’s reportable segments can be found in Note 17, “Segments,” to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Control transfers to the customer generally upon delivery to the carrier or acceptance through an independent inspection company that acts as an agent of the customer. From time to time, the Company enters into agreements where the customer has the right to exercise a put option requiring the Company to buy back a crane at an agreed upon price.
Control transfers to the customer generally upon delivery to the carrier or acceptance through an independent inspection company that acts as an agent of the customer. 38 Table of Contents From time to time, the Company enters into agreements where the customer has the right to exercise a put option requiring the Company to buy back a crane at an agreed upon price.
The Company recognizes deferred tax assets to the extent they are believed to be more likely than not to be realized by considering all available positive and negative evidence, 38 Table of Contents including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
The Company recognizes deferred tax assets to the extent they are believed to be more likely than not to be realized by considering all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.
The Board of Directors has established the Retirement Plan Committee to manage the operations and administration of all benefit plans and related trusts. Refer to Note 19, “Employee Benefit Plans,” to the Consolidated Financial Statements.
The Board of Directors has established the Retirement Plan Committee to manage the operations and administration of all benefit plans and related trusts. Refer to Note 20, “Employee Benefit Plans,” to the Consolidated Financial Statements.
The Company contributes a matching contribution 32 Table of Contents for eligible wages above IRS employee compensation limits for 401(k) retirement plans and/or an additional contribution from the Company for each individual participant, which may or may not be made, at the full discretion of the Company based on its performance.
The Company contributes a matching contribution for eligible wages above IRS employee compensation limits for 401(k) retirement plans and/or an additional contribution from the Company for each individual participant, which may or may not be made, at the full discretion of the Company based on its performance.
Results of Operations A detailed discussion of the year-over-year changes for the years ended December 31, 2023 and 2022 can be found in the Management's Discussion and Analysis section of the Company's 2023 Annual Report on Form 10-K filed on February 23, 2024, and is available on the SEC's website at www.sec.gov as well as in the "Investors" section of our website at www.manitowoc.com.
Results of Operations A detailed discussion of the year-over-year changes for the years ended December 31, 2024 and 2023 can be found in the Management's Discussion and Analysis section of the Company's 2024 Annual Report on Form 10-K filed on February 21, 2025, and is available on the SEC's website at www.sec.gov as well as in the "Investors" section of our website at www.manitowoc.com.
The following table summarizes the sensitivity of the Company's December 31, 2024 retirement obligations and 2024 retirement benefit costs to changes in the key assumptions used to determine those results: Change in assumption: Estimated increase (decrease) in 2025 pension net periodic benefit costs Estimated increase (decrease) in projected benefit obligation for the year ended December 31, 2024 Estimated increase (decrease) in 2025 other postretirement net periodic benefit costs Estimated increase (decrease) in other postretirement benefit obligation for the year ended December 31, 2024 0.50% increase in discount rate $ (0.3 ) $ (6.8 ) $ — $ (0.1 ) 0.50% decrease in discount rate 0.3 7.4 — 0.1 0.50% increase in long-term return on assets (0.5 ) N/A N/A N/A 0.50% decrease in long-term return on assets 0.5 N/A N/A N/A 1.0% increase in health care cost trend rates N/A N/A — 0.1 1.0% decrease in health care cost trend rates N/A N/A — (0.1 ) It is reasonably possible that the estimate for future retirement and medical costs may change in the near future due to changes in interest rates.
The following table summarizes the sensitivity of the Company's December 31, 2025 retirement obligations and 2025 retirement benefit costs to changes in the key assumptions used to determine those results: Change in assumption: Estimated increase (decrease) in 2026 pension net periodic benefit costs Estimated increase (decrease) in projected benefit obligation for the year ended December 31, 2025 Estimated increase (decrease) in 2026 other postretirement net periodic benefit costs Estimated increase (decrease) in other postretirement benefit obligation for the year ended December 31, 2025 0.50% increase in discount rate $ (0.3 ) $ (6.7 ) $ — $ (0.1 ) 0.50% decrease in discount rate 0.2 7.3 — 0.1 0.50% increase in long-term return on assets (0.6 ) N/A N/A N/A 0.50% decrease in long-term return on assets 0.6 N/A N/A N/A 1.0% increase in health care cost trend rates N/A N/A — — 1.0% decrease in health care cost trend rates N/A N/A — — It is reasonably possible that the estimate for future retirement and medical costs may change in the near future due to changes in interest rates.
The segments were identified using the “management approach,” which designates the internal organization that is used by the CEO, who is also the Company’s Chief Operating Decision Maker (“CODM”), for making decisions about the allocation of resources and assessing performance.
The segments were identified using the “management approach,” which designates the internal organization that is used by the CEO, who is also the Company’s Chief Operating Decision Maker 29 Table of Contents (“CODM”), for making decisions about the allocation of resources and assessing performance.
Cash contributions to the 401(k) plan earned in 2024 and expected to be paid in 2025 are $3.3 million. The Company maintains a non-qualified supplemental deferred compensation plan for highly compensated and key management employees and for non-employee directors of the Company.
Cash contributions to the 401(k) plan earned in 2025 and expected to be paid in 2026 are $0.3 million. The Company maintains a non-qualified supplemental deferred compensation plan for highly compensated and key management employees and for non-employee directors of the Company.
Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the tax accrual. Warranties – In the normal course of business, the Company provides its customers warranties covering workmanship, and in some cases materials, on products manufactured.
Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the tax accrual. 41 Table of Contents Warranties – In the normal course of business, the Company provides its customers warranties covering workmanship, and in some cases materials, on products manufactured.
The hedges of anticipated transactions are designated as cash flow hedges as required under ASC Topic 815 “Derivatives and Hedging.” As of December 31, 2024, the Company was party to foreign currency forward contracts with a notional value of $129.7 million all of which are carried on the Company’s balance sheet at fair value.
The hedges of anticipated transactions are designated as cash flow hedges as required under ASC Topic 815 “Derivatives and Hedging.” As of December 31, 2025, the Company was party to foreign currency forward contracts with a notional value of $108.7 million all of which are carried on the Company’s balance sheet at fair value.
Plan assets and obligations are recorded annually based on the Company’s measurement date utilizing various actuarial assumptions such as discount rates, expected return on plan assets, compensation 37 Table of Contents increases, retirement and mortality rates and health care cost trend rates as of that date.
Plan assets and obligations are recorded annually based on the Company’s measurement date utilizing various actuarial assumptions such as discount rates, expected return on plan assets, compensation increases, retirement and mortality rates and health care cost trend rates as of that date.
From time to time the Company may use commodity financial instruments to hedge commodity prices. No commodity financial instruments were entered into or outstanding during 2024 and 2023.
From time to time the Company may use commodity financial instruments to hedge commodity prices. No commodity financial instruments were entered into or outstanding during 2025 and 2024.
The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested. Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the year ended December 31, 2024 by the five-quarter average of invested capital.
The Company believes this information is useful to investors as it provides a measure of value creation as a percentage of capital invested. Adjusted ROIC is determined by dividing adjusted net operating profit after tax (“Adjusted NOPAT”) for the years ended December 31, 2025 and 2024, by the five-quarter average of invested capital.
Refer to Note 10, “Debt,” to the Consolidated Financial Statements for additional discussions of covenants for the ABL Revolving Credit Facility and 2031 Notes. As of December 31, 2024, 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 2031 Notes.
Refer to Note 11, “Debt,” to the Consolidated Financial Statements for additional discussions of covenants for the ABL Revolving Credit Facility and 2031 Notes. As of December 31, 2025, 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 2031 Notes.
A hypothetical 100 basis point increase/decrease in the average interest rate of the Company's annual average borrowings under its ABL Revolving Credit Facility would have resulted in a $1.2 million increase/decrease to interest expense for the year ended December 31, 2024. Commodity Prices The Company is exposed to fluctuating market prices for commodities, including steel, copper, aluminum, and petroleum-based products.
A hypothetical 100 basis point increase/decrease in the average interest rate of the Company's annual average borrowings under its ABL Revolving Credit Facility would have resulted in a $1.5 million increase/decrease to interest expense for the year ended December 31, 2025. 37 Table of Contents Commodity Prices The Company is exposed to fluctuating market prices for commodities, including steel, copper, aluminum, and petroleum-based products.
As of December 31, 2024, the Company had borrowings on the ABL Revolving Credit Facility of $79.0 million. At any time, the Company could be party to various interest rate swaps in connection with its fixed or floating rate debt. No interest rate swaps were entered into or outstanding during 2024 or 2023.
As of December 31, 2025, the Company had borrowings on the ABL Revolving Credit Facility of $144.6 million. At any time, the Company could be party to various interest rate swaps in connection with its fixed or floating rate debt. No interest rate swaps were entered into or outstanding during 2025 or 2024.
See further detail at Note 10, “Debt,” to the Consolidated Financial Statements.
See further detail at Note 11, “Debt,” to the Consolidated Financial Statements.
As of December 31, 2024, a hypothetical 10% increase or decrease in the exchange rate in the Company’s portfolio of foreign currency contracts would result in a $11.5 million unrealized gain and a $5.6 million unrealized loss, respectively.
As of December 31, 2025, a hypothetical 10% increase or decrease in the exchange rate in the Company’s portfolio of foreign currency contracts would result in a $11.5 million unrealized gain and a $14.1 million unrealized loss, respectively.
For the year ended December 31, 2024 the Company incurred $7.8 million and $3.3 million of interest on borrowings from the ABL Revolving Credit Facility and other debts, respectively. Refer to Note 10, “Debt,” to the Consolidated Financial Statements for further information.
For the year ended December 31, 2025 the Company incurred $7.3 million and $2.7 million of interest on borrowings from the ABL Revolving Credit Facility and other debts, respectively. Refer to Note 11, “Debt,” to the Consolidated Financial Statements for further information.
Other Financing Arrangements The Company has two non-U.S. accounts receivable financing programs with no maximum availability. Transactions under the non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit.
Transactions under the non-U.S. programs were accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” Under these financing programs, the Company has the ability to sell eligible receivables up to the customer's maximum limit.
Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as other comprehensive income (loss). The cumulative translation adjustment recorded in other comprehensive income (loss) for the year ended December 31, 2024 was a loss of $20.8 million.
Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as other comprehensive income (loss). The cumulative translation adjustment recorded in other comprehensive income (loss) for the year ended December 31, 2025 was income of $36.3 million.
Contracts with customers are generally in the form of a purchase order. Based on the nature of the Company’s contracts, the Company does not have any significant financing terms. Contracts may have variable consideration in the form of early pay discounts or rebates. Revenue is recognized under these contracts when control of the product is transferred to the customer.
Based on the nature of the Company’s contracts, the Company does not have any significant financing terms. Contracts may have variable consideration in the form of early pay discounts or rebates. Revenue is recognized under these contracts when control of the product is transferred to the customer.
The reconciliation of net cash provided by operating activities to f ree cash flows for the years ended December 31, 2024 and 2023 is summarized as follows: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 49.2 $ 63.0 Capital expenditures (45.7 ) (77.4 ) Free cash flows $ 3.5 $ (14.4 ) Financial Risk Management The Company is exposed to market risks from changes in interest rates, commodities, and foreign currency exchange rates.
The reconciliation of net cash provided by operating activities to f ree cash flows for the years ended December 31, 2025 and 2024 is summarized as follows: Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 22.2 $ 49.2 Capital expenditures (37.5 ) (45.7 ) Free cash flows $ (15.3 ) $ 3.5 Financial Risk Management The Company is exposed to market risks from changes in interest rates, commodities, and foreign currency exchange rates.
Debt Outstanding debt as of December 31, 2024 and 2023 is summarized as follows: 2024 2023 Borrowing under senior secured asset based revolving credit facility $ 79.0 $ 60.0 Senior secured second lien notes due 2026 — 300.0 Senior secured second lien notes due 2031 300.0 — Other debt 16.4 13.7 Deferred financing costs (5.2 ) (1.6 ) Total debt 390.2 372.1 Short-term borrowings and current portion of long-term debt (13.1 ) (13.4 ) Long-term debt $ 377.1 $ 358.7 Both the ABL Revolving Credit Facility and 2031 Notes include customary covenants and events of default.
Debt Outstanding debt as of December 31, 2025 and 2024 is summarized as follows: 2025 2024 Borrowings under senior secured asset based revolving credit facility $ 144.6 $ 79.0 Senior secured second lien notes due 2031 300.0 300.0 Other debt 20.6 16.4 Deferred financing costs (4.4 ) (5.2 ) Total debt 460.8 390.2 Short-term borrowings and current portion of long-term debt (13.7 ) (13.1 ) Long-term debt $ 447.1 $ 377.1 Both the ABL Revolving Credit Facility and 2031 Notes include customary covenants and events of default.
Refer to Note 11, “Accounts Receivable Factoring,” to the Consolidated Financial Statements. 31 Table of Contents Off-Balance Sheet Arrangements As of December 31, 2024, the Company had buyback commitments outstanding of $29.9 million. This amount is not reduced for amounts the Company would recover from the repossession and subsequent resale of collateral.
Refer to Note 12, “Accounts Receivable Factoring,” to the Consolidated Financial Statements. 32 Table of Contents Off-Balance Sheet Arrangements As of December 31, 2025, the Company had buyback commitments outstanding of $39.8 million. This amount is not reduced for amounts the Company would recover from the repossession and subsequent resale of collateral.
Orders are included in backlog when an executed binding contract with a price that has a floor has been received but has not been recognized in net sales. Orders for the year ended December 31, 2024 decreased 7.7% to $1,922.8 million from $2,082.3 million for the same period in 2023.
Orders are included in backlog when an executed binding contract with a price that has a floor has been received but has not been recognized in net sales. Orders for the year ended December 31, 2025 increased 22.7% to $2,359.0 million from $1,922.8 million for the same period in 2024.
Non-GAAP Measures The Company uses EBITDA, adjusted EBITDA, adjusted operating income, Adjusted ROIC and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance.
Non-GAAP Measures The Company uses adjusted ROIC, adjusted net income, adjusted diluted net income per share (“Adjusted DEPS”), EBITDA, adjusted EBITDA, and free cash flows, which are financial measures that are not prepared in accordance with GAAP, as additional metrics to evaluate the Company’s performance.
A considerable amount of management judgment and assumptions are required in performing the goodwill and indefinite-lived asset impairment tests as it relates to the forecast of future revenues and margins, especially considering the limited operating history of Americas – Distribution, and the discount rate, as applicable.
A considerable amount of management judgment and assumptions are required in performing the goodwill and indefinite-lived asset impairment tests as it relates to the forecast of future revenues and margins and the discount rate, as applicable.
Purchase Obligations As of December 31, 2024, the Company has purchase obligations of $890.4 million with $601.9 million due within one year. Purchase obligations consist primarily of open purchase orders for raw materials and various components used in the manufacturing process and purchase obligations from agreements with various suppliers that include a right of cancellation.
Purchase Obligations As of December 31, 2025, the Company has purchase obligations of $984.6 million with $604.6 million due within one year. Purchase obligations consist primarily of open purchase orders for raw materials and various components used in the manufacturing process and purchase obligations from agreements with various suppliers that include a right of cancellation.
Liquidity and Capital Resources Liquidity The Company’s liquidity position as of December 31, 2024 and 2023 is summarized as follows: 2024 2023 Cash and cash equivalents $ 48.0 $ 34.4 Revolver borrowing capacity 325.0 275.0 Other debt availability 42.4 45.2 Less: Borrowings on revolver (79.0 ) (60.0 ) Less: Borrowings on other debt (12.1 ) (11.2 ) Less: Outstanding letters of credit (3.4 ) (3.4 ) Total liquidity $ 320.9 $ 280.0 The Company’s revolving credit facility, or other future facilities, may be used for working capital requirements, capital expenditures, funding future acquisitions (within the Company’s debt limitations), and other operating, investing and financing needs.
Liquidity and Capital Resources Liquidity The Company’s liquidity position as of December 31, 2025 and 2024 is summarized as follows: December 31, 2025 December 31, 2024 Cash and cash equivalents $ 77.3 $ 48.0 Revolver borrowing capacity 325.0 325.0 Other debt availability 47.7 42.4 Less: Borrowings on revolver (144.6 ) (79.0 ) Less: Borrowings on other debt (4.3 ) (12.1 ) Less: Outstanding letters of credit (3.4 ) (3.4 ) Total liquidity $ 297.7 $ 320.9 The Company’s revolving credit facility, or other future facilities, may be used for working capital requirements, capital expenditures, funding future acquisitions (within the Company’s debt limitations), and other operating, investing, and financing needs.
In 2024, cash contributions by the Company to the non-qualified supplemental deferred compensation plan were $0.2 million. Cash contributions to the non-qualified supplemental deferred compensation plan earned in 2024 and expected to be paid in 2025 are $0.4 million.
In 2025, cash contributions by the Company to the non-qualified supplemental deferred compensation plan were $0.5 million. Cash contributions to the non-qualified supplemental deferred compensation plan earned in 2025 and expected to be paid in 2026 are $0.1 million.
Refer to Note 18, “Guarantees,” to the Consolidated Financial Statements for further information. Contractual Obligations and Commercial Commitments The Company's material cash requirements, contractual obligations and commercial commitments include the following: Debt As of December 31, 2024, the Company had outstanding debt of $390.2 million with $13.1 million payable within one year.
Refer to Note 19, “Guarantees,” to the Consolidated Financial Statements for further information. Contractual Obligations and Commercial Commitments The Company's material cash requirements, contractual obligations, and commercial commitments include the following: Debt As of December 31, 2025, the Company had outstanding debt of $460.8 million with $13.7 million payable within one year.
Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions. The Company’s Adjusted ROIC for the year ended December 31, 2024 was 6.0%.
Invested capital is defined as net total assets less cash and cash equivalents and income tax assets - net plus short-term and long-term 34 Table of Contents debt. Income taxes are defined as income tax payables/receivables, net deferred tax assets/liabilities, and uncertain tax positions. The Company’s adjusted ROIC for the year ended December 31, 2025 was 5.3%.
Capital Expenditures The Company funds capital expenditures that are intended to improve the cost structure of the Company’s business; invest in new processes, products and technology; maintain high-quality production standards; and maintain and expand the Company's rental fleet. The Company paid a total of $45.7 million during 2024 for capital expenditures.
Capital Expenditures The Company funds capital expenditures that are intended to improve the cost structure of the Company’s business; invest in new processes, products and technology; maintain high-quality production standards; and maintain and expand the Company's rental fleet. The Company paid a total of $37.5 million during 2025 for capital expenditures, of which $18.8 million is for rental fleet assets.
The reconciliation of net income (loss) to EBITDA, and further to adjusted EBITDA for the years ended December 31, 2024 and 2023 is summarized as follows: Year Ended December 31, 2024 2023 Net income $ 55.8 $ 39.2 Interest expense and amortization of deferred financing fees 39.7 35.2 Provision (benefit) for income taxes (44.1 ) 5.0 Depreciation expense 60.0 56.6 Amortization of intangible assets 2.9 3.2 EBITDA 114.3 139.2 Restructuring expense 4.6 1.3 Other non-recurring items - net (1) 9.1 21.8 Other expense - net (2) 0.4 13.0 Adjusted EBITDA $ 128.4 $ 175.3 (1) Other non-recurring items - net for the year ended December 31, 2024 relate to $8.9 million of costs associated with a legal matter with the U.S.
The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other expense – net, and certain other non-recurring items. 36 Table of Contents The reconciliation of net income to EBITDA, and further to adjusted EBITDA for the years ended December 31, 2025 and 2024 is summarized as follows: Year Ended December 31, 2025 2024 Net income $ 7.2 $ 55.8 Interest expense and amortization of deferred financing fees 39.2 39.7 Provision (benefit) for income taxes 5.2 (44.1 ) Depreciation expense 59.9 60.0 Amortization of intangible assets 3.1 2.9 EBITDA 114.6 114.3 Restructuring expense 4.9 4.6 Other non-recurring items - net (1) — 9.1 Other expense - net (2) 2.2 0.4 $ 121.7 $ 128.4 (1) Other non-recurring items - net for the year ended December 31, 2024 relate to $8.9 million of costs associated with a legal matter with the U.S.
The rate was unfavorably impacted by $5.6 million of additional unrecognized tax benefit reserves recorded during the year and non-deductible expenses related to a legal matter.
The rate was unfavorably impacted by $5.6 million of additional unrecognized tax benefit reserves recorded during the year and non-deductible expenses related to a legal matter. Refer to Note 13, “Income Taxes,” to the Consolidated Financial Statements.
Below is the calculation of Adjusted ROIC for the year ended December 31, 2024.
Below is the calculation of adjusted ROIC for the years ended December 31, 2025 and 2024.
Leases As of December 31, 2024, the Company had contractual fixed costs related to operating lease commitments of $72.5 million with $15.8 million due within one year. Refer to Note 20, “Leases,” to the Consolidated Financial Statements for further information.
Leases As of December 31, 2025, the Company had contractual fixed costs related to operating lease commitments of $82.2 million with $18.2 million due within one year. Refer to Note 21, “Leases,” to the Consolidated Financial Statements for further information.
For the year ended December 31, 2024, depreciation was $60.0 million. The Company anticipates that capital expenditures for 2025 will be approximately $47.0 million, of which approximately $23.0 million is for rental fleet assets. Other Cash Requirements The Company has unrecognized tax benefits totaling $13.9 million as of December 31, 2024, excluding related interest and penalties.
For the year ended December 31, 2025, depreciation was $59.9 million. The Company anticipates that capital expenditures for 2026 will be approximately $45 million to $50 million, of which approximately $25 million is for rental fleet assets. Other Cash Requirements The Company has unrecognized tax benefits totaling $15.7 million as of December 31, 2025, excluding related interest and penalties.
As of October 31, 2024, the Company performed its annual goodwill impairment test. The fair values of the Americas - Distribution and MEAP reporting units were 13% and 69%, respectively, in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2024.
The fair values of the Americas - Distribution and MEAP reporting units were 28% and 109%, respectively, in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2025. As of October 31, 2025 the Company performed its annual indefinite-lived intangible assets impairment test.
Goodwill, Intangible Assets and Other Long-Lived Assets – The Company accounts for goodwill and intangible assets under the guidance of ASC Topic 350-10, “Intangibles – Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized; 36 Table of Contents instead, the Company performs an annual impairment test.
Goodwill, Intangible Assets and Other Long-Lived Assets – The Company accounts for goodwill and intangible assets under the guidance of ASC Topic 350-10, “Intangibles – Goodwill and Other.” Under ASC Topic 350-10, goodwill is not amortized; instead, the Company performs an annual impairment test. The Company has two reporting units with goodwill: Americas – Distribution and MEAP.
Results of Operations for the Years Ended December 31, 2024 and 2023 2024 2023 Change Net sales 2,178.0 2,227.8 (2.2 )% Gross profit 375.0 425.2 (11.8 )% Gross profit % 17.2 % 19.1 % Engineering, selling, and administrative expenses 315.7 328.3 (3.8 )% Interest expense 38.3 33.9 13.0 % Other expense - net (0.4 ) (13.0 ) (96.9 )% Provision (benefit) for income taxes (44.1 ) 5.0 * *Measure not meaningful Net Sales Consolidated net sales for the year ended December 31, 2024 decreased 2.2% to $2,178.0 million from $2,227.8 million for the year ended December 31, 2023.
Results of Operations for the Years Ended December 31, 2025 and 2024 2025 2024 Percentage Change Net sales 2,240.9 2,178.0 2.9 % Gross profit 404.7 375.0 7.9 % Gross profit % 18.1 % 17.2 % Engineering, selling and administrative expenses 342.9 315.7 8.6 % Interest expense 37.7 38.3 (1.6 )% Other expense - net (2.2 ) (0.4 ) * Provision (benefit) for income taxes 5.2 (44.1 ) * *Measure not meaningful Net Sales Consolidated net sales for the year ended December 31, 2025 increased 2.9% to $2,240.9 million from $2,178.0 million for the year ended December 31, 2024.
Total U.S. dollar availability as of December 31, 2024 for the six overdraft facilities is $42.4 million, with $12.1 million outstanding.
Total U.S. dollar availability as of December 31, 2025 for the six overdraft facilities is $47.7 million, with $4.3 million outstanding.
Year ended December 31, 2024 Year ended December 31, 2023 Change Net Sales Americas $ 1,197.6 $ 1,211.2 (1.1 )% EURAF 616.0 669.6 (8.0 )% MEAP 364.4 347.0 5.0 % Segment Operating Income (Loss) Americas $ 103.7 $ 111.7 (7.2 )% EURAF (46.6 ) (7.9 ) * MEAP 39.4 52.3 (24.7 )% *Measure not meaningful Americas Americas segment net sales decreased 1.1% in 2024 to $1,197.6 million from $1,211.2 million in 2023.
Year Ended December 31, 2025 Year Ended December 31, 2024 Percentage Change Net Sales Americas $ 1,259.9 $ 1,197.6 5.2 % EURAF 667.2 616.0 8.3 % MEAP 313.8 364.4 (13.9 )% Segment Operating Income (Loss) Americas $ 95.7 $ 103.7 (7.7 )% EURAF (42.9 ) (46.6 ) 7.9 % MEAP 44.6 39.4 13.2 % *Measure not meaningful Americas Americas segment net sales increased 5.2% in 2025 to $1,259.9 million from $1,197.6 million in 2024.
In 2024, cash contributions by the Company to defined benefit pension, postretirement medical, and other defined benefit plans were $9.1 million, and the Company estimates that its contributions in 2025 will be approximately $5.2 million. Cash contributions to the Company’s 401(k) plan were $9.0 million in 2024.
In 2025, cash contributions by the Company to defined benefit pension, postretirement medical, and other defined benefit plans were $6.3 million, and the Company estimates that its contributions in 2026 will be approximately $5.4 million. Cash 33 Table of Contents contributions to the Company’s 401(k) plan were $10.5 million in 2025.
EPA and $0.6 million of one-time costs (2) Other expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, and other items in the years ended December 31, 2024 and 2023.
EPA and $0.2 million of one-time costs. (2) Other expense - net includes net foreign currency gains (losses), other components of net periodic pension costs, and other items in the years ended December 31, 2025 and 2024. Free Cash Flows Free cash flows is defined as net cash provided by operating activities less capital expenditures.
The decrease was primarily attributable to the lower realized price and unfavorable product mix. 29 Table of Contents Financial Condition Cash Flows The table below shows a summary of cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 49.2 $ 63.0 Net cash used for investing activities (40.4 ) (71.8 ) Net cash provided by (used for) financing activities 6.7 (21.4 ) Cash and cash equivalents 48.0 34.4 Cash Flows from Operating Activities Net cash provided by operating activities of $49.2 million in 2024 decreased $13.8 million from $63.0 million in 2023 .
The increase was primarily attributable to higher absorbed costs due to higher manufacturing volume and favorable product mix, partially offset by lower net sales. 30 Table of Contents Financial Condition Cash Flows The table below shows a summary of cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 22.2 $ 49.2 Net cash used for investing activities (49.5 ) (40.4 ) Net cash provided by financing activities 54.8 6.7 Cash and cash equivalents 77.3 48.0 Cash Flows from Operating Activities Net cash provided by operating activities of $22.2 million in 2025 decreased $27.0 million from $49.2 million in 2024 .
Cash Flows from Financing Activities Net cash provided by financing activities of $6.7 million in 2024 increased $28.1 million from net cash used for financing activities of $21.4 million in 2023.
Cash Flows from Financing Activities Net cash provided by financing activities of $54.8 million in 2025 increased $48.1 million from $6.7 million in 2024.
As of October 31, 2024 the Company performed its annual indefinite-lived intangible assets impairment test. The fair value of the Potain and Grove Tradenames were substantially in excess of their carrying values as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2024.
The fair value of the Potain and Grove Tradenames were in excess of their carrying values by 83% and 69%, respectively, as of the date of the annual impairment test and, therefore, were not impaired as of December 31, 2025.
The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable, and certain fixed assets of the Loan Parties.
The maximum availability under the Company’s current ABL Revolving Credit Facility is $325.0 million, of which $100.0 million is available to our German subsidiary. The borrowing capacity under the ABL Revolving Credit Facility is based on the value of inventory, accounts receivable, and certain fixed assets of the Loan Parties.
Refer to Part II, Item 8, Note 2, “Summary of Significant Accounting Policies,” for a detailed description of these and other accounting policies of the Company. 35 Table of Contents Revenue Recognition – The Company records revenue in accordance with ASC Topic 606 – “Revenue from Contracts with Customers.” Below are the Company's revenue recognition policies by performance obligation. • Crane Sales Crane sales are primarily generated through the sale of new and used cranes.
Revenue Recognition – The Company records revenue in accordance with ASC Topic 606 – “Revenue from Contracts with Customers.” Below are the Company's revenue recognition policies by performance obligation. • Crane Sales Crane sales are primarily generated through the sale of new and used cranes. Contracts with customers are generally in the form of a purchase order.
As such, valuation allowances may be established or reduced in future periods, which would decrease or increase the provision for income taxes. The Company measures and records income tax contingency accruals under the guidance of ASC Topic 740-10. The Company recognizes liabilities for uncertain income tax positions based on a two-step process.
The Company measures and records income tax contingency accruals under the guidance of ASC Topic 740-10. The Company recognizes liabilities for uncertain income tax positions based on a two-step process.
The Company’s backlog as of December 31, 2024 was $650.2 million, a 29.1% decrease from the December 31, 2023 backlog of $917.2 million. The decrease in backlog from December 31, 2023 was primarily attributable to the lower orders as discussed above. Backlog was unfavorably impacted by $12.9 million from changes in foreign currency exchange rates.
The Company’s backlog as of December 31, 2025 was $793.5 million, a 22.0% increase from the December 31, 2024 backlog of $650.2 million. The increase in backlog from December 31, 2024 was primarily attributable to the higher orders as discussed above. Backlog was favorably impacted by $32.4 million from changes in foreign currency exchange rates.
Refer to Note 12, “Income Taxes,” to the Consolidated Financial Statements. 28 Table of Contents Segment Operating Performance The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment and the Middle East and Asia Pacific (“MEAP”) segment.
Segment Operating Performance The Company has three reportable segments, the Americas segment, the Europe and Africa (“EURAF”) segment and the Middle East and Asia Pacific (“MEAP”) segment.
To perform its goodwill impairment test, the Company uses a combination of the income approach and market approach with a weighting of 70/30, respectively, to determine the fair value of the MEAP reporting unit.
The date for the annual impairment test is October 31, or more frequently if events or changes in circumstances indicate that the assets might be impaired. To perform its goodwill impairment test, the Company uses a combination of the income approach and market approach with a weighting of 70/30, respectively, to determine the fair value of the MEAP reporting unit.
Management’s judgments and assumptions about the amounts of those cash flows and the discount rates are inputs to the annual impairment test. Impairment is determined based on the amount in which the carrying value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the carrying amount of the indefinite-lived intangible asset.
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 the annual impairment test.
The Company believes its liquidity and expected cash flows from operations are sufficient to meet expected working capital, capital expenditures, contractual obligations and other ongoing operational needs in the subsequent twelve months.
The Company believes its liquidity and expected cash flows from operations are sufficient to meet expected working capital, capital expenditures, contractual obligations, and other ongoing operational needs in the subsequent twelve months. 31 Table of Contents Cash Sources The Company has historically relied primarily on cash flows from operations, borrowings under revolving credit facilities, issuances of notes, and other forms of debt financing as its sources of cash.
The Company has two indefinite-lived intangible assets subject to an annual impairment test: the Potain trademark, tradename, and distribution network assets (“Potain Tradename”) and the Grove trademark, tradename, and distribution network assets (“Grove Tradename”). To perform its indefinite-lived intangible assets impairment test, the Company uses a fair-value method, based on a relief of royalty valuation approach.
Impairment is determined based on the amount in which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill at the reporting unit. 39 Table of Contents The Company has two indefinite-lived intangible assets subject to an annual impairment test: the Potain trademark, tradename, and distribution network assets (“Potain Tradename”) and the Grove trademark, tradename, and distribution network assets (“Grove Tradename”).
Provision (benefit) for Income Taxes During the year ended December 31, 2024 and 2023 the Company recorded a benefit for income taxes of $44.1 million and a provision for income taxes of $5.0 million, respectively. The 2024 effective tax rate was favorably impacted by a $57.5 million net reduction of the valuation allowance.
This was partially offset by $2.6 million of net foreign currency transaction gains and $0.7 million of interest income. Provision (benefit) for Income Taxes During the year ended December 31, 2025 and 2024, the Company recorded a provision for income taxes of $5.2 million and a benefit for income taxes of $44.1 million, respectively.
Impairment is determined based on the amount in which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill at the reporting unit.
Impairment is determined based on the amount in which the carrying value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the carrying amount of the indefinite-lived intangible asset. As of October 31, 2025, the Company performed its annual goodwill impairment test.
EURAF EURAF segment net sales decreased 8.0% in 2024 to $616.0 million from $669.6 million in 2023. The decrease was primarily attributable to a lower number of new crane shipments, partially offset by $8.6 million of higher non-new machine sales, as a result of higher used crane shipments.
The increase was primarily attributable to higher non-new machine sales and price realization, partially offset by lower new crane shipments. Americas segment operating income of $95.7 million decreased $8.0 million in 2025 from $103.7 million in 2024.
All dollar amounts are in millions throughout the tables included in Management’s Discussion and Analysis of Financial Condition and Results of Operations unless otherwise indicated.
The information on our website is not part of this or any other report we file with or furnish to the SEC and is not incorporated herein by reference. All dollar amounts are in millions throughout the tables included in Management’s Discussion and Analysis of Financial Condition and Results of Operations unless otherwise indicated.
Other expense - net for the year ended December 31, 2023 was $13.0 million and was primarily composed of a $9.3 million non-cash write-off of foreign currency translation adjustments related to the curtailment of operations in Russia and $6.0 million of pension benefit and postretirement health costs. This was partially offset by $3.3 million of net foreign currency transaction gains.
Other Expense – Net Other expense – net for the year ended December 31, 2025 was $2.2 million and was primarily composed of $0.8 million of net foreign currency transaction losses and $1.9 million of pension benefit and postretirement health costs, partially offset by $0.8 million of interest income net of bank fees.
Interest Expense Interest expense for the year ended December 31, 2024 increased 13% to $38.3 million compared to $33.9 million for the year ended December 31, 2023. The increase was primarily due to higher average debt and higher interest rates on borrowings from the Company's ABL revolving credit facility when compared to the prior year.
Interest Expense Interest expense for the year ended December 31, 2025 decreased 1.6% to $37.7 million compared to $38.3 million for the year ended December 31, 2024. The decrease was primarily due to lower interest rates on borrowings under the Company's ABL Revolving Credit Facility, partially offset by higher outstanding borrowings on the Company's other credit facilities.
For a more detailed discussion of the Company's accounting policies and the financial instruments that we use, refer to Note 2, “Summary of Significant Accounting Policies,” Note 4, “Fair Value of Financial Instruments,” and Note 10, “Debt,” to the Consolidated Financial Statements. 34 Table of Contents Interest Rate Risk The Company's long-term debt primarily consists of $300.0 million on the 2031 Notes and borrowings under its ABL Revolving Credit Facility.
Interest Rate Risk The Company's long-term debt primarily consists of $300.0 million on the 2031 Notes and borrowings under its ABL Revolving Credit Facility.
The decrease was primarily attributable to the lower net sales, unfavorable product mix, and under absorption of fixed costs due to lower manufacturing volume of tower cranes in the EURAF segment.
The increase was primarily attributable to the higher net sales and favorable product mix. This was partially offset by lower absorbed costs due to lower manufacturing volume in the Americas segment and $6.1 million of net tariff costs.
Net sales were unfavorably impacted by $2.7 million from changes in foreign currency exchange rates. 27 Table of Contents Gross Profit Gross profit for the year ended December 31, 2024 decreased 11.8% to $375.0 million compared to $425.2 million for the year ended December 31, 2023.
This was partially offset by lower new crane shipments in the Americas segment and European mobiles business. Net sales were favorably impacted by $35.3 million from changes in foreign currency exchange rates. Gross Profit Gross profit for the year ended December 31, 2025 increased 7.9% to $404.7 million compared to $375.0 million for the year ended December 31, 2024.
MEAP MEAP segment net sales increased 5.0% in 2024 to $364.4 million from $347.0 million in 2023. The increase was primarily attributable to $9.3 million of higher non-new machine sales as a result of higher used crane shipments and $8.1 million of higher new machine sales as a result of favorable product mix.
The increase was primarily attributable to $50.6 million of higher new tower crane shipments in the EURAF segment, $51.0 million of higher non-new machine sales, and $15.5 million of higher revenue due to price 28 Table of Contents realization and favorable product mix in the Americas segment.
The decrease was primarily attributable to product mix. Americas segment operating income of $103.7 million decreased $8.0 million in 2024 from $111.7 million in 2023. The decrease was primarily attributable to the lower sales, unfavorable product mix, and $4.8 million of higher engineering, selling, and administrative expenses.
The decrease was primarily attributable to lower absorbed costs due to lower manufacturing volume, $7.4 million of higher engineering, selling, and administrative costs, and $6.1 million of net tariff costs. This was partially offset by the higher revenue. EURAF EURAF segment net sales increased 8.3% in 2025 to $667.2 million from $616.0 million in 2024.
The increase in net cash provided by financing activities was primarily due to $40.7 million of additional proceeds from the revolving credit facility and a $2.8 million increase of proceeds from other debt – net when compared to the prior year.
The increase in net cash provided by financing activities was primarily due to $39.0 of additional net borrowings under the ABL Revolving Credit Facility, $7.4 million of cash outflows related to debt issuance costs in 2024 which did not occur in 2025, and $5.7 million of cash outflows related to common stock repurchases in 2024 which did not occur in 2025.
EPA and $0.2 million of one-time costs. EBITDA and Adjusted EBITDA The Company defines EBITDA as net income (loss) before interest, taxes, depreciation, and amortization. The Company defines adjusted EBITDA as EBITDA plus the addback or subtraction of restructuring expense, other income (expense) – net, and certain other non-recurring items.
EBITDA and Adjusted EBITDA The Company defines EBITDA as net income before interest, taxes, depreciation, and amortization.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. QUANTITATIVE AND QUALITA TIVE DISCLOSURES ABOUT MARKET RISK Refer to Liquidity and Capital Resources, and Financial Risk Management in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of the quantitative and qualitative disclosures about market risk. 39 Table of Contents
Biggest changeItem 7A. QUANTITATIVE AND QUALITA TIVE DISCLOSURES ABOUT MARKET RISK Refer to Liquidity and Capital Resources, and Financial Risk Management in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of the quantitative and qualitative disclosures about market risk. 42 Table of Contents

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