UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November 30, 2013~~February 28, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-11288

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ACTUANT CORPORATION

(Exact name of registrant as specified in its charter)

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Wisconsin		39-0168610
(State of incorporation)		(I.R.S. Employer Id. No.)

N86 W12500 WESTBROOK CROSSING

MENOMONEE FALLS, WISCONSIN 53051

Mailing address: P. O. Box 3241, Milwaukee, Wisconsin 53201

(Address of principal executive offices)

(262) 293-1500

(Registrant’s telephone number, including area code)

————————————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

The number of shares outstanding of the registrant’s Class A Common Stock as of ~~December~~March 31, ~~2013~~2014 was ~~72,772,165.~~71,016,289.

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FORWARD LOOKING STATEMENTS AND CAUTIONARY FACTORS

This quarterly report on Form 10-Q contains certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include statements regarding expected financial results and other planned events, including, but not limited to, anticipated liquidity, and capital expenditures. Words such as “may,” “should,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “project” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:

economic uncertainty or a prolonged economic downturn;

the realization of anticipated cost savings from restructuring activities and cost reduction efforts;

market conditions in the truck, automotive, agricultural, industrial, production automation, oil & gas, energy, maintenance, power generation and infrastructure industries;

increased competition in the markets we serve and market acceptance of existing and new products;

our ability to successfully identify and integrate acquisitions and realize anticipated benefits/results from acquired companies;

operating margin risk due to competitive product pricing, operating efficiencies, reduced production levels and material, labor and overhead cost increases;

foreign currency, interest rate and commodity risk;

supply chain and industry trends, including changes in purchasing and other business practices by customers;

regulatory and legal developments including changes to United States taxation rules, health care reform and governmental climate change initiatives;

the potential for a non-cash asset impairment charge, if operating performance at one or more of our businesses were to fall significantly below current levels;

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our level of indebtedness and ability to comply with the financial and other covenants in our debt ~~agreements and current credit market conditions.~~agreements.

When used herein, the terms “Actuant,” “we,” “us,” “our” and the “Company” refer to Actuant Corporation and its subsidiaries. Our Form 10-K for the fiscal year ended August 31, 2013 contains an expanded description of these and other risks that may affect our business, financial position and results of operations under the section entitled “Risk Factors.”

Actuant Corporation provides free-of-charge access to its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto, through its website, www.actuant.com, as soon as reasonably practical after such reports are electronically filed with the Securities and Exchange Commission.

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PART I—FINANCIAL INFORMATION

Item 1—Financial Statements

ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended November 30,				Three Months Ended February 28,					Six Months Ended February 28,
	2013		2012		2014		2013			2014		2013
Net sales	$	339,556	$	307,809	$	327,770	$	300,468		$	667,326	$	608,277
Cost of products sold	207,776		183,441		203,323		184,290			411,099		367,731
Gross profit	131,780		124,368		124,447		116,178			256,227		240,546
Selling, administrative and engineering expenses	81,918		74,860		79,240		73,339			161,158		148,199
Amortization of intangible assets	6,215		6,034		6,226		5,968			12,441		12,002
Operating profit	43,647		43,474		38,981		36,871			82,628		80,345
Financing costs, net	6,750		6,322		6,262		6,260			13,012		12,582
Other expense, net	1,141		644
Other expense (income), net					1,326		(37		)	2,467		607
Earnings from continuing operations before income tax expense	35,756		36,508		31,393		30,648			67,149		67,156
Income tax expense	2,751		5,957		9,089		4,814			11,840		10,771
Earnings from continuing operations	33,005		30,551		22,304		25,834			55,309		56,385
Earnings from discontinued operations, net of income taxes	3,032		5,792		19,088		2,601			22,120		8,393
Net earnings	$	36,037	$	36,343	$	41,392	$	28,435		$	77,429	$	64,778

Earnings from continuing operations per share:
Basic	$	0.45	$	0.42	$	0.31	$	0.35		$	0.76	$	0.77
Diluted	$	0.44	$	0.41	$	0.30	$	0.35		$	0.74	$	0.76

Earnings per share:
Basic	$	0.49	$	0.50	$	0.57	$	0.39		$	1.07	$	0.89
Diluted	$	0.48	$	0.49	$	0.56	$	0.38		$	1.04	$	0.87

Weighted average common shares outstanding:
Basic	73,085		72,791		72,227		72,946			72,656		72,869
Diluted	75,011		74,271		73,773		74,416			74,392		74,343

See accompanying Notes to Condensed Consolidated Financial Statements

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ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended November 30,						Three Months Ended February 28,					Six Months Ended February 28,
	2013			2012			2014		2013			2014			2013
Net earnings	$	36,037		$	36,343		$	41,392	$	28,435		$	77,429		$	64,778
Other comprehensive income, net of tax
Foreign currency translation adjustments	17,047			12,089			4,270		(11,945		)	21,317			144
Pension and other postretirement benefit plans	50			215			50		90			100			305
Cash flow hedges	(94		)	(129		)	77		(116		)	(17		)	(245		)
Total other comprehensive income, net of tax	17,003			12,175			4,397		(11,971		)	21,400			204
Comprehensive income	$	53,040		$	48,518		$	45,789	$	16,464		$	98,829		$	64,982

See accompanying Notes to Condensed Consolidated Financial Statements

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ACTUANT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	November 30, 2013			August 31, 2013			February 28, 2014			August 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	109,542		$	103,986		$	155,017		$	103,986
Accounts receivable, net	221,528			219,075			233,951			219,075
Inventories, net	155,129			142,549			164,994			142,549
Deferred income taxes	18,585			18,796			16,326			18,796
Other current assets	32,636			28,228			30,116			28,228
Assets of discontinued operations	270,106			272,606			—			272,606
Total current assets	807,526			785,240			600,404			785,240
Property, plant and equipment
Land, buildings and improvements	53,200			52,669			54,575			52,669
Machinery and equipment	319,345			305,200			327,628			305,200
Gross property, plant and equipment	372,545			357,869			382,203			357,869
Less: Accumulated depreciation	(167,217		)	(156,373		)	(174,024		)	(156,373		)
Property, plant and equipment, net	205,328			201,496			208,179			201,496
Goodwill	745,476			734,952			749,782			734,952
Other intangibles, net	375,307			376,692			372,034			376,692
Other long-term assets	30,228			20,952			28,735			20,952
Total assets	$	2,163,865		$	2,119,332		$	1,959,134		$	2,119,332
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	$	159,275		$	154,049		$	153,726		$	154,049
Accrued compensation and benefits	41,413			43,800			45,824			43,800
Current maturities of long-term debt	1,125			—			2,250			—
Income taxes payable	10,464			14,014			32,849			14,014
Other current liabilities	60,964			56,899			63,646			56,899
Liabilities of discontinued operations	53,233			53,080			—			53,080
Total current liabilities	326,474			321,842			298,295			321,842
Long-term debt, less current maturities	501,875			515,000			387,750			515,000
Deferred income taxes	118,277			115,865			95,114			115,865
Pension and postretirement benefit liabilities	19,167			20,698			12,283			20,698
Other long-term liabilities	66,373			65,660			64,591			65,660
Shareholders’ equity
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 77,380,943 and 77,001,144 shares, respectively	15,475			15,399
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 78,169,316 and 77,001,144 shares, respectively							15,633			15,399
Additional paid-in capital	63,423			49,758			80,622			49,758
Treasury stock, at cost, 4,383,513 and 3,983,513 shares, respectively	(120,267		)	(104,915		)
Treasury stock, at cost, 7,000,000 and 3,983,513 shares, respectively							(214,010		)	(104,915		)
Retained earnings	1,224,725			1,188,685			1,266,116			1,188,685
Accumulated other comprehensive loss	(51,657		)	(68,660		)	(47,260		)	(68,660		)
Stock held in trust	(3,199		)	(3,124		)	(4,123		)	(3,124		)
Deferred compensation liability	3,199			3,124			4,123			3,124
Total shareholders’ equity	1,131,699			1,080,267			1,101,101			1,080,267
Total liabilities and shareholders’ equity	$	2,163,865		$	2,119,332		$	1,959,134		$	2,119,332

See accompanying Notes to Condensed Consolidated Financial Statements

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ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three months ended November 30,						Six Months Ended February 28,
	2013			2012			2014			2013
Operating Activities
Net earnings	$	36,037		$	36,343		$	77,429		$	64,778
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	16,204			14,449			31,965			28,898
Benefit for deferred income taxes	(8,408		)	(3,156		)
Net gain on disposal of business							(26,339		)	—
Deferred income tax benefit							(11,064		)	(6,018		)
Stock-based compensation expense	4,103			3,477			10,612			7,128
Amortization of debt discount and debt issuance costs	560			496			983			992
Other non-cash adjustments	(867		)	(177		)	(743		)	(172		)
Sources (uses) of cash from changes in components of working capital and other:
Accounts receivable	7,040			4,539			4,769			(3,721		)
Inventories	(11,634		)	(11,318		)	(21,783		)	(4,152		)
Prepaid expenses and other assets	(3,049		)	(6,143		)	(1,071		)	(1,204		)
Trade accounts payable	2,560			(11,548		)	(12,835		)	(22,281		)
Income taxes payable	(3,189		)	1,161			(13,399		)	(2,722		)
Accrued compensation and benefits	(2,595		)	(13,953		)	3,673			(12,427		)
Other accrued liabilities	(3,816		)	(1,895		)	(5,314		)	(8,776		)
Net cash provided by operating activities	32,946			12,275			36,883			40,323
Investing Activities
Capital expenditures							(22,226		)	(11,726		)
Proceeds from sale of property, plant and equipment	1,913			977			2,008			1,177
Capital expenditures	(11,257		)	(7,689		)
Proceeds from sale of business, net of transaction costs							243,386			—
Business acquisitions, net of cash acquired	—			(83		)	—			(83		)
Net cash used in investing activities	(9,344		)	(6,795		)
Net cash provided by (used in) investing activities							223,168			(10,632		)
Financing Activities
Net repayments on revolver	(12,000		)	—			(125,000		)	—
Principal repayments on term loan	—			(1,250		)	—			(2,500		)
Purchase of treasury shares	(15,352		)	(7,142		)	(109,095		)	(8,821		)
Stock option exercises and related tax benefits	10,562			5,473			25,803			10,772
Payment of contingent acquisition consideration	(414		)	—			(753		)	(1,350		)
Cash dividend	(2,919		)	(2,911		)	(2,919		)	(2,911		)
Net cash used in financing activities	(20,123		)	(5,830		)	(211,964		)	(4,810		)
Effect of exchange rate changes on cash	2,077			477			2,944			(2,242		)
Net increase in cash and cash equivalents	5,556			127			51,031			22,639
Cash and cash equivalents – beginning of period	103,986			68,184			103,986			68,184
Cash and cash equivalents – end of period	$	109,542		$	68,311		$	155,017		$	90,823

See accompanying Notes to Condensed Consolidated Financial Statements

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Actuant Corporation (“Actuant,” or the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2013 was derived from the Company’s audited financial statements, but does not include all disclosures required by the United States generally accepted accounting principles. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2013 Annual Report on Form 10-K.

In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and ~~three~~six months ended ~~November 30, 2013~~February 28, 2014 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2014. Certain prior year amounts have been reclassified to conform to current year presentation, including amounts related to discontinued operations.

Note 2. Acquisitions

~~The Company incurred acquisition transaction costs of~~ ~~$0.1 million~~ ~~for both the~~ ~~three months ended November 30, 2013~~ and 2012, related to various business acquisition activities. In the first quarter of fiscal 2014, the Company also paid $0.4 million of deferred contingent consideration for acquisitions completed in previous periods. Acquisitions result in the recognition of goodwill in the Company’s consolidated financial statements because their purchase price reflects the future earnings and cash flow potential of these companies, as well as the complementary strategic fit and resulting synergies these businesses are expected to bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of a business acquisition, based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company will refine its estimates of fair value.

The Company acquired Viking SeaTech ("Viking") for $235.4 million on August 27, 2013. This Energy segment acquisition expanded the segment's geographic presence, technologies and services provided to the global ~~energy market.~~offshore oil & gas industry. Headquartered in Aberdeen, Scotland, Viking is a support specialist providing a comprehensive range of equipment and ~~services to the offshore oil & gas industry.~~services. Viking serves customers globally with primary markets in the North Sea (U.K. and Norway) and Australia. The majority of Viking's revenue is derived from offshore vessel mooring solutions which include design, rental, installation and inspection. Viking also provides survey, manpower and other marine services to offshore operators, drillers and energy asset owners. The purchase price allocation of the Viking acquisition resulted in the recognition of $~~87.8~~87.7 million of goodwill (which is not deductible for tax purposes) and $65.4 million of intangible assets, including $40.5 million of customer relationships and $24.9 million of tradenames.

The following unaudited pro forma results of operations of the Company for the three and ~~three~~six months ended ~~November 30, 2013~~February 28, 2014 and ~~2012,~~2013, give effect to the Viking acquisition as though the transaction and related financing activities had occurred on September 1, 2012 (in thousands, except per share amounts):



	Three Months Ended February 28,				Six Months Ended February 28,
	2014		2013		2014		2013
Net sales
As reported	$	327,770	$	300,468	$	667,326	$	608,277
Pro forma	327,770		321,923		667,326		654,665
Earnings from continuing operations
As reported	$	22,304	$	25,834	$	55,309	$	56,385
Pro forma	22,304		27,195		55,309		60,868
Basic earnings per share from continuing operations
As reported	$	0.31	$	0.35	$	0.76	$	0.77
Pro forma	0.31		0.37		0.76		0.84
Diluted earnings per share from continuing operations
As reported	$	0.30	$	0.35	$	0.74	$	0.76
Pro forma	0.30		0.37		0.74		0.82

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Three months ended November 30,
2013 2012
Net sales

As reported $ 339,556
$ 307,809
Pro forma 339,556
332,742
Earnings from continuing operations

As reported $ 33,005
$ 30,551
Pro forma 33,005
33,672
Basic earnings per share from continuing operations

As reported $ 0.45
$ 0.42
Pro forma 0.45
0.46
Diluted earnings per share from continuing operations

As reported $ 0.44
$ 0.41
Pro forma 0.44
0.45

Note 3. Discontinued Operations

The Electrical segment iswas primarily involved in the design, manufacture and distribution of a broad range of electrical products to the retail DIY, wholesale, ~~original equipment manufacturer (“OEM”),~~OEM, solar, utility, marine and other harsh environment markets. The results of operations for the Electrical segment have been reported as discontinued operations for all periods presented. The following table summarizes the results of discontinued operations (in thousands):

Three months ended November 30,
2013 2012
Net sales $ 63,012
$ 69,439

Operating income 5,229
8,108
Income tax expense (2,197 ) (2,316 )
Income from discontinued operations, net of taxes $ 3,032
$ 5,792

During the third quarter of fiscal 2013, the Company committed to a plan to divest the entire Electrical segment. The divestiture will allow the Company to streamline its strategy and refocus on the remaining ~~three~~ segments in a way that better positions the Company to take advantage of its core competencies, current business model and global growth trends. As a result, the Company recognized an impairment charge during fiscal 2013 of $159.1 million, including a write-down of ~~$137.8 million~~ ~~of goodwill and~~ ~~$21.3 million~~ of indefinite lived intangible assets (tradename). The impairment charge represents the excess of the net book value of the held for sale assets over the estimated fair value, less selling costs. The following is a summary of the assets and liabilities of discontinued operations (in thousands):

~~Table of Contents~~

November 30, 2013 August 31, 2013
Accounts receivable, net $ 36,781
$ 41,247
Inventories, net 56,422
55,142
Property, plant & equipment, net 9,977
9,545
Goodwill 76,989
76,877
Other intangible assets, net 85,083
84,387
Other assets 4,854
5,408
Assets of discontinued operations $ 270,106
$ 272,606

Trade accounts payable $ 19,192
$ 19,824
Other current liabilities 13,770
12,984
Deferred income taxes 9,544
9,376
Other long-term liabilities 10,727
10,896
Liabilities of discontinued operations $ 53,233
$ 53,080

On December 13, 2013, the Company completed the sale of the Electrical segment for ~~$258~~net cash proceeds of $243.4 million, which resulted in a pre-tax gain on disposal of ~~cash. The sale price is subject to a post-closing working capital adjustment. The Company expects the net proceeds, after payment of various~~$34.5 million. Remaining transaction costs and income taxes topayable on the divestiture gain will result in cash outflows of approximately $18.0 million in future quarters, such that net cash proceeds on the sale transaction will be approximately ~~$225 million, which will be utilized to reduce net debt.~~ $225.0 million.

The following table summarizes the results of discontinued operations (in thousands), through the date of the sale, December 13, 2013:



	Three Months Ended February 28,					Six Months Ended February 28,
	2014			2013		2014			2013
Net sales	$	9,127		$	69,902	$	72,139		$	139,341

Operating income (loss) ⁽¹⁾	(10,102		)	5,073		(4,873		)	13,181
Gain on disposal	34,459			—		34,459			—
Income tax expense	5,269			2,472		7,466			4,788
Income from discontinued operations, net of taxes	$	19,088		$	2,601	$	22,120		$	8,393

(1) The operating loss for the three and six months ended February 28, 2014 includes certain divestiture ~~is expected to result in~~costs and a ~~net gain on disposal.~~non-cash charge for the accelerated vesting of equity compensation.

Note 4. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill for the ~~three~~six months ended ~~November 30, 2013~~February 28, 2014 are as follows (in thousands):


	Industrial		Energy		Engineered Solutions		Total		Industrial		Energy			Engineered Solutions		Total
Balance as of August 31, 2013	$	82,611	$	341,903	$	310,438	$	734,952	$	82,611	$	341,903		$	310,438	$	734,952
Purchase accounting adjustments	—		74		—		74		—		(18		)	—		(18		)
Impact of changes in foreign currency rates	983		7,785		1,682		10,450		1,376		10,729			2,743		14,848
Balance as of November 30, 2013	$	83,594	$	349,762	$	312,120	$	745,476
Balance as of February 28, 2014									$	83,987	$	352,614		$	313,181	$	749,782

The gross carrying value and accumulated amortization of the Company’s other intangible assets are as follows (in thousands):


		November 30, 2013						August 31, 2013							February 28, 2014						August 31, 2013
	Weighted Average Amortization Period (Years)	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value		Weighted Average Amortization Period (Years)	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Amortizable intangible assets:
Customer relationships	15	$	322,758	$	102,017	$	220,741	$	318,143	$	95,215	$	222,928	15	$	325,469	$	108,073	$	217,396	$	318,143	$	95,215	$	222,928
Patents	11	30,821		19,464		11,357		30,564		18,747		11,817		11	30,978		20,117		10,861		30,564		18,747		11,817
Trademarks and tradenames	19	24,213		7,764		16,449		24,088		7,356		16,732		18	24,288		8,132		16,156		24,088		7,356		16,732
Non-compete agreements and other	4	7,143		6,617		526		7,034		6,458		576		4	7,178		6,716		462		7,034		6,458		576
Indefinite lived intangible assets:
Tradenames	N/A	126,234				126,234		124,639		—		124,639		N/A	127,159		—		127,159		124,639		—		124,639
		$	511,169	$	135,862	$	375,307	$	504,468	$	127,776	$	376,692		$	515,072	$	143,038	$	372,034	$	504,468	$	127,776	$	376,692

Amortization expense recorded on the intangible assets listed above was $6.2 million and $12.4 million for three and six months ended February 28, 2014, respectively and $6.0 million and $12.0 million for ~~the~~ three and six months ended ~~November 30,~~February 28, 2013, ~~and 2012,~~ respectively. The Company estimates that amortization expense will be approximately $~~18.8~~12.4 million for the remainder of

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fiscal 2014. Amortization expense for future years is estimated to be as follows: $24.8 million in fiscal 2015, $24.7 million in 2016, $~~23.7~~24.1 million in fiscal 2017, $23.3 million in fiscal 2018, $23.1 million in fiscal 2019 and $~~110.6~~

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112.5 million thereafter. These future amortization expense amounts represent estimates, which may change based on future acquisitions, changes in foreign currency exchange rates or other factors.

Note 5. Product Warranty Costs

The Company generally offers its customers a warranty on products they purchase, although warranty periods vary by product type and application. The reserve for future warranty claims is based on historical claim rates and current warranty cost experience. The following is a rollforward of the accrued product warranty reserve from continuing operations (in thousands):


	Three months ended November 30,						Six Months Ended February 28,
	2013			2012			2014			2013
Beginning balance	$	7,413		$	5,121		$	7,413		$	5,121
Provision for warranties	230			1,365			1,208			3,647
Warranty payments and costs incurred	(1,232		)	(1,893		)	(3,079		)	(3,493		)
Impact of changes in foreign currency rates	53			45			63			42
Ending balance	$	6,464		$	4,638		$	5,605		$	5,317

Note 6. Debt

The following is a summary of the Company’s long-term indebtedness (in thousands):


	November 30, 2013			August 31, 2013		February 28, 2014			August 31, 2013
Senior Credit Facility
Revolver	$	113,000		$	125,000	$	—		$	125,000
Term Loan	90,000			90,000		90,000			90,000
	203,000			215,000		90,000			215,000
5.625% Senior Notes	300,000			300,000		300,000			300,000
Total Senior Indebtedness	503,000			515,000		390,000			515,000
Less: current maturities of long-term debt	(1,125		)	—		(2,250		)	—
Total long-term debt, less current maturities	$	501,875		$	515,000	$	387,750		$	515,000

The Company’s Senior Credit Facility, which matures on July 18, 2018, includes a $600 million revolving credit facility, a $90 million term loan and a $350 million expansion option, subject to certain conditions. Borrowings are subject to a pricing grid, which can result in increases or decreases to the borrowing spread above LIBOR, depending on the Company’s leverage ratio, ranging from 1.00% to 2.50% in the case of loans bearing interest at LIBOR and from 0.00% to 1.50% in the case of loans bearing interest at the base rate. At ~~November 30, 2013~~February 28, 2014, the borrowing spread on LIBOR based borrowings was 1.50% (aggregating to approximately 1.70%). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.15% to 0.40% per annum. At ~~November 30, 2013~~February 28, 2014, the available and unused credit line under the revolver was $~~483.0~~596.7 million. Quarterly principal payments of $1.1 million will begin on the term loan on September 30, 2014, increasing to $2.3 million per quarter beginning on September 30, 2015, with the remaining principal due at maturity. The Senior Credit Facility, which is secured by substantially all of the Company’s domestic personal property assets, also contains customary limits and restrictions concerning investments, sales of assets, liens on assets, dividends and other payments. The two financial covenants included in the Senior Credit Facility agreement are a maximum leverage ratio of 3.75:1 and a minimum interest coverage ratio of 3.50:1. The Company was in compliance with all financial covenants at ~~November 30, 2013~~February 28, 2014.

On April 16, 2012, the Company issued $300 million of 5.625% Senior Notes due 2022 (the “Senior Notes”). The Senior Notes require no principal installments prior to their June 15, 2022 maturity, require semiannual interest payments in December and June of each year and contain certain financial and non-financial covenants.

Note 7. Fair Value Measurement

The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves.

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Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market

~~Table of Contents~~

participants would use in pricing the asset or liability. The following financial assets, ~~(liabilities),~~ measured at fair value, are included in the condensed consolidated balance sheet (in thousands):


	November 30, 2013			August 31, 2013		February 28, 2014		August 31, 2013
Level 1 Valuation:
Cash equivalents	$	123		$	1,092	$	698	$	1,092
Investments	1,962			1,793		2,010		1,793
Level 2 Valuation:
Foreign currency derivatives	$	(626	)	$	143	$	431	$	143

The fair value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings and its variable rate long-term debt approximated book value at both ~~November 30, 2013~~February 28, 2014 and August 31, 2013 due to their short-term nature and the fact that the interest rates approximated market rates. The fair value of the Company’s outstanding $300 million of 5.625% Senior Notes was $~~303.0~~309.8 million and $300.8 million ~~November 30, 2013~~February 28, 2014 and August 31, 2013, respectively. The fair value of the Senior Notes was based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy.

Note 8. Derivatives

All derivatives are recognized in the balance sheet at their estimated fair value. On the date it enters into a derivative contract, the Company designates the derivative as a hedge of a recognized asset or liability ("fair value hedge") or a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow hedge"). The Company does not enter into derivatives for speculative purposes. Changes in the value of fair value hedges and non-designated hedges are recorded in earnings along with the gain or loss on the hedged asset or liability, while changes in the value of cash flow hedges are recorded in accumulated other comprehensive loss, until earnings are affected by the variability of cash flows. The fair value of outstanding foreign currency derivatives was ~~a liability~~an asset of $~~0.6~~0.4 million and ~~an asset of~~ $0.1 million at ~~November 30, 2013~~February 28, 2014 and August 31, 2013, respectively.

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations. In order to manage this risk the Company has hedged portions of its forecasted inventory purchases that are denominated in non-functional currencies through cash flow hedges. The U.S. dollar equivalent notional value of these foreign currency forward contracts was $~~5.5~~4.9 million and $9.7 million, at ~~November 30, 2013~~February 28, 2014 and August 31, 2013, respectively. At ~~November 30, 2013~~February 28, 2014, unrealized losses of ~~$0.2~~$0.1 million were included in accumulated other comprehensive loss and are expected to be reclassified to earnings during the next twelve months.

The Company also utilizes forward foreign currency exchange contracts to reduce the exchange rate risk associated with recognized non-functional currency balances. The effects of changes in exchange rates are reflected concurrently in earnings for both the fair value of the foreign currency exchange contracts and the related non-functional currency asset or liability. The U.S. dollar equivalent notional value of these short duration foreign currency forward contracts was $~~404.4~~150.5 million and $383.6 million, at ~~November 30, 2013~~February 28, 2014 and August 31, 2013, respectively. Net foreign currency losses related to these derivative instruments ~~was~~were $~~8.7~~2.6 million and $0.9 million for the three months ended ~~November 30,~~February 28, 2014 and 2013, ~~compared to a $0.6~~respectively and $11.3 million ~~gain~~and $0.3 million for the ~~three~~six months ended ~~November 30, 2012.~~February 28, 2014 and 2013, respectively. These derivative ~~gains and~~ losses offset foreign currency gains ~~and losses~~ from the related revaluation on non-functional currency assets and liabilities (amounts included in other income and expense in the condensed consolidated statement of earnings).

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Note 9. Earnings Per Share

The reconciliations between basic and diluted earnings per share from continuing operations are as follows (in thousands, except per share amounts):


	Three months ended November 30,				Three Months Ended February 28,				Six Months Ended February 28,
	2013		2012		2014		2013		2014		2013
Numerator:
Earnings from continuing operations	$	33,005	$	30,551	$	22,304	$	25,834	$	55,309	$	56,385
Denominator:
Weighted average common shares outstanding for basic earnings per share	73,085		72,791
Weighted average common shares outstanding - basic					72,227		72,946		72,656		72,869
Net effect of dilutive securities—stock based compensation plans	1,926		1,480		1,546		1,470		1,736		1,474
Weighted average common and equivalent shares outstanding for diluted earnings per share	75,011		74,271
Weighted average common shares outstanding - diluted					73,773		74,416		74,392		74,343

Earnings per common share from continuing operations:
Basic	$	0.45	$	0.42	$	0.31	$	0.35	$	0.76	$	0.77
Diluted	$	0.44	$	0.41	$	0.30	$	0.35	$	0.74	$	0.76

Anti-dilutive securities-stock based compensation plans (excluded from earnings per share calculation)	1		789		403		759		404		774

Note 10. Income Taxes

The Company's income tax expense is impacted by a number of factors, including the amount of taxable earnings derived in foreign jurisdictions with tax rates that are higher or lower than the U.S. Federal statutory rate, permanent items, state tax rates and the ability to utilize various tax credits and net operating loss carryforwards.

The Company adjusts the quarterly provision for income taxes based on the estimated annual effective income tax rate and facts and circumstances known at each interim reporting period. The effective income tax rate from continuing operations ~~was~~ is as follows:



	Three Months Ended February 28,				Six Months Ended February 28,
	2014		2013		2014		2013
Effective income tax rate	29.0	%	15.7	%	17.6	%	16.0	%

~~7.7%~~ ~~for~~The increase in the ~~three months ended November 30, 2013, and~~ ~~16.3%~~ ~~for~~second quarter effective income tax rate, relative to the ~~comparable~~ prior year, ~~period. During~~is primarily due to discrete income tax reserve adjustments and to a lesser extent, changes in the mix of taxable earnings derived in foreign jurisdictions with tax rates that are lower than the U.S. Federal statutory rate. Income tax expense for the three months ended ~~November 30, 2013~~February 28, 2014 includes a $0.7 million benefit related to changes in foreign statutory tax rates, while the ~~Company liquidated~~prior year comparable period included discrete tax benefits related to changes in tax laws and the reinstatement of the U.S. federal research and development tax credit (collectively $1.2 million) and a ~~foreign entity which generated a $7.3~~$2.4 million ~~discrete~~ reversal of tax reserves. Effective income tax ~~benefit from~~rates for the ~~resulting~~first half of fiscal 2014 and 2013 both reflect the benefits of tax minimization planning, increased foreign tax credits, the generation of net operating ~~loss carryforwards. Similarly,~~losses (from the ~~first quarter fiscal 2013 income~~liquidation of foreign legal entities) and discrete tax ~~provision included $5.5 million of discrete period income tax benefits, the result of changes to deferred income tax balances and the recognition of a net operating loss carryforward of $3.4 million.~~items.

The gross liability for unrecognized tax benefits, excluding interest and penalties, increased from $18.0 million at August 31, 2013 to $~~18.7~~19.2 million at ~~November 30, 2013~~February 28, 2014. Substantially all of these unrecognized tax benefits, if recognized, would reduce the effective income tax rate. In addition, as of ~~November 30, 2013~~February 28, 2014 and August 31, 2013, the Company had liabilities totaling $~~3.1~~3.4 million and $2.9 million, respectively, for the payment of interest and penalties related to its unrecognized income tax benefits.

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Note 11. Segment Information

The Company is a global manufacturer of a broad range of industrial products and systems and is organized ~~into~~in three reportable segments: Industrial, Energy and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, ~~customizing~~customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and energy markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in various vehicle markets, as well as a variety of other products to the industrial and agricultural markets.

The following tables summarize financial information by reportable segment and product line (in thousands):



	Three Months Ended February 28,						Six Months Ended February 28,
	2014			2013			2014			2013
Net Sales by Segment:
Industrial	$	93,571		$	98,999		$	192,212		$	200,121
Energy	106,031			80,794			213,956			171,563
Engineered Solutions	128,168			120,675			261,158			236,593
	$	327,770		$	300,468		$	667,326		$	608,277
Net Sales by Reportable Product Line:
Industrial	$	93,571		$	98,999		$	192,212		$	200,121
Energy	106,031			80,794			213,956			171,563
Vehicle Systems	67,278			56,468			138,927			114,498
Other	60,890			64,207			122,231			122,095
	$	327,770		$	300,468		$	667,326		$	608,277
Operating Profit:
Industrial	$	26,477		$	26,350		$	53,374		$	53,356
Energy	9,504			9,677			18,427			25,064
Engineered Solutions	9,548			8,275			22,737			15,900
General Corporate	(6,548		)	(7,431		)	(11,910		)	(13,975		)
	$	38,981		$	36,871		$	82,628		$	80,345


	Three months ended November 30,						February 28, 2014		August 31, 2013
	2013			2012
Net Sales by Segment:
Industrial	$	98,641		$	101,122
Energy	107,925			90,769
Engineered Solutions	132,990			115,918
	$	339,556		$	307,809
Net Sales by Reportable Product Line:
Industrial	$	98,641		$	101,122
Energy	107,925			90,769
Vehicle Systems	71,649			58,029
Other	61,341			57,889
	$	339,556		$	307,809
Operating Profit:
Assets:
Industrial	$	26,897		$	27,006		$	280,498	$	280,110
Energy	8,923			15,387			851,618		817,547
Engineered Solutions	13,190			7,625			690,537		652,581
General Corporate	(5,363		)	(6,544		)	136,481		96,488
Assets of Discontinued Operations							—		272,606
	$	43,647		$	43,474		$	1,959,134	$	2,119,332

November 30, 2013 August 31, 2013
Assets:
Industrial $ 287,705
$ 280,110
Energy 833,032
812,444
Engineered Solutions 675,785
652,581
General Corporate 97,237
101,591
Assets of Discontinued Operations 270,106
272,606
$ 2,163,865
$ 2,119,332

In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is also impacted by acquisition/divestiture activities and restructuring costs and the related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, capitalized debt issuance costs and deferred income taxes.

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Note 12. Contingencies and Litigation

The Company had outstanding letters of credit of $~~11.2~~10.6 million and $10.7 million at ~~November 30, 2013~~February 28, 2014 and August 31, 2013, respectively, the majority of which secure self-insured workers compensation liabilities.

The Company is a party to various legal proceedings that have arisen in the normal course of ~~its~~ business. These legal proceedings typically include product liability, environmental, labor, patent claims and other disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated. In the opinion of management, the resolution of these contingencies, individually and in the aggregate, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company has facilities in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past two years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company remains contingently liable for lease payments under leases of businesses that it previously divested or spun-off, in the event that such businesses are unable to fulfill their future lease payment obligations. The discounted present value of future minimum lease payments for these leases was $~~10.9~~24.8 million at ~~November 30, 2013~~February 28, 2014 (including $14.5 million related to the recently divested Electrical segment).

Note 13. Subsequent Event

On March 17, 2014, the Company's Board of Directors approved a resolution authorizing the buyback from time to time of an additional 7,000,000 shares of Class A Common Stock. This followed the completion of the purchase of the remaining shares under the initial 7,000,000 share authorization approved in September 2011.

Note ~~13.~~14. Guarantor Subsidiaries

As discussed in Note 6, “Debt” on April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes. All material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee (except for certain customary limitations) such debt on a joint and several basis. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying condensed consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the condensed consolidating financial statements primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors and the impact of foreign currency rate ~~changes and non-cash intercompany dividends.~~changes.

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CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(in thousands)



	Three Months Ended February 28, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	43,595		$	75,203		$	208,972		$	—		$	327,770
Cost of products sold	11,992			52,009			139,322			—			203,323
Gross profit	31,603			23,194			69,650			—			124,447
Selling, administrative and engineering expenses	19,399			13,753			46,088			—			79,240
Amortization of intangible assets	318			2,576			3,332			—			6,226
Operating profit	11,886			6,865			20,230			—			38,981
Financing costs, net	6,499			—			(237		)	—			6,262
Intercompany expense (income), net	(12,153		)	5,334			6,819			—			—
Other expense (income), net	669			(125		)	782			—			1,326
Earnings from continuing operations before income tax expense	16,871			1,656			12,866			—			31,393
Income tax expense	4,885			479			3,725			—			9,089
Net earnings before equity in earnings (loss) of subsidiaries	11,986			1,177			9,141			—			22,304
Equity in earnings (loss) of subsidiaries	50,097			(23,996		)	867			(26,968		)	—
Earnings (loss) from continuing operations	62,083			(22,819		)	10,008			(26,968		)	22,304
Earnings (loss) from discontinued operations, net of income taxes	(20,691		)	53,156			(13,377		)	—			19,088
Net earnings (loss)	$	41,392		$	30,337		$	(3,369	)	$	(26,968	)	$	41,392
Comprehensive income (loss)	$	45,789		$	34,943		$	(5,804	)	$	(29,139	)	$	45,789

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CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Inin thousands)


	Three Months Ended November 30, 2013														Three Months Ended February 28, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated		Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	45,091		$	79,636		$	214,829		$	—		$	339,556	$	47,407		$	66,709		$	186,352		$	—		$	300,468
Cost of products sold	12,072			55,255			140,449			—			207,776		14,938			47,395			121,957			—			184,290
Gross profit	33,019			24,381			74,380			—			131,780		32,469			19,314			64,395			—			116,178
Selling, administrative and engineering expenses	16,858			15,952			49,108			—			81,918		17,842			14,623			40,874			—			73,339
Amortization of intangible assets	318			2,575			3,322			—			6,215		318			2,657			2,993			—			5,968
Operating profit	15,843			5,854			21,950			—			43,647		14,309			2,034			20,528			—			36,871
Financing costs, net	6,779			3			(32		)	—			6,750		6,409			1			(150		)	—			6,260
Intercompany expense (income), net	(4,997		)	(339		)	5,336			—			—		(4,651		)	(876		)	5,527			—			—
Other expense (income), net	10,417			(293		)	(8,983		)	—			1,141		(384		)	(53		)	400			—			(37		)
Earnings from continuing operations before income tax expense (benefit)	3,644			6,483			25,629			—			35,756		12,935			2,962			14,751			—			30,648
Income tax expense (benefit)	1,008			1,795			(52		)	—			2,751		2,832			(785		)	2,767			—			4,814
Net earnings before equity in earnings of subsidiaries	2,636			4,688			25,681			—			33,005
Equity in earnings of subsidiaries	34,222			13,333			3,200			(50,755		)	—
Net earnings before equity in earnings (loss) of subsidiaries															10,103			3,747			11,984			—			25,834
Equity in earnings (loss) of subsidiaries															18,684			10,765			(589		)	(28,860		)	—
Earnings from continuing operations	36,858			18,021			28,881			(50,755		)	33,005		28,787			14,512			11,395			(28,860		)	25,834
Earnings (loss) from discontinued operations	(821		)	3,338			515			—			3,032
Earnings (loss) from discontinued operations, net of income taxes															(352		)	2,515			438			—			2,601
Net earnings	$	36,037		$	21,359		$	29,396		$	(50,755	)	$	36,037	$	28,435		$	17,027		$	11,833		$	(28,860	)	$	28,435
Comprehensive income	$	53,040		$	38,797		$	27,671		$	(66,468	)	$	53,040	$	16,464		$	4,840		$	12,009		$	(16,849	)	$	16,464

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CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Inin thousands)


	Three Months Ended November 30, 2012														Six months ended February 28, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated		Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	45,838		$	70,191		$	191,780		$	—		$	307,809	$	88,686		$	154,839		$	423,801		$	—		$	667,326
Cost of products sold	12,408			48,304			122,729			—			183,441		24,064			107,264			279,771			—			411,099
Gross profit	33,430			21,887			69,051			—			124,368		64,622			47,575			144,030			—			256,227
Selling, administrative and engineering expenses	17,118			15,103			42,639			—			74,860		36,257			29,705			95,196			—			161,158
Amortization of intangible assets	321			2,657			3,056			—			6,034		636			5,151			6,654			—			12,441
Operating profit	15,991			4,127			23,356			—			43,474		27,729			12,719			42,180			—			82,628
Financing costs, net	6,358			5			(41		)	—			6,322		13,278			3			(269		)	—			13,012
Intercompany expense (income), net	(7,270		)	1,955			5,315			—			—		(17,150		)	4,995			12,155			—			—
Other expense (income), net	(364		)	(403		)	1,411			—			644		11,086			(418		)	(8,201		)	—			2,467
Earnings from continuing operations before income tax expense	17,267			2,570			16,671			—			36,508		20,515			8,139			38,495			—			67,149
Income tax expense	3,236			121			2,600			—			5,957		5,893			2,274			3,673			—			11,840
Net earnings before equity in earnings of subsidiaries	14,031			2,449			14,071			—			30,551
Equity in earnings of subsidiaries	22,551			17,899			1,024			(41,474		)	—
Earnings from continuing operations	36,582			20,348			15,095			(41,474		)	30,551
Earnings (loss) from discontinued operations	(239		)	2,533			3,498			—			5,792
Net earnings	$	36,343		$	22,881		$	18,593		$	(41,474	)	$	36,343
Net earnings before equity in earnings (loss) of subsidiaries															14,622			5,865			34,822			—			55,309
Equity in earnings (loss) of subsidiaries															84,319			(10,663		)	4,067			(77,723		)	—
Earnings (loss) from continuing operations															98,941			(4,798		)	38,889			(77,723		)	55,309
Earnings (loss) from discontinued operations, net of income taxes															(21,512		)	56,494			(12,862		)	—			22,120
Net Earnings															$	77,429		$	51,696		$	26,027		$	(77,723	)	$	77,429
Comprehensive income	$	48,518		$	28,858		$	26,019		$	(54,877	)	$	48,518	$	98,829		$	73,740		$	21,867		$	(95,607	)	$	98,829

Table of Contents

CONDENSED CONSOLIDATING ~~BALANCE SHEETS~~STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Inin thousands)

November 30, 2013
Parent Guarantors Non-Guarantors Eliminations Consolidated
ASSETS
Current assets
Cash and cash equivalents $ 2,669
$ —
$ 106,873
$ —
$ 109,542
Accounts receivable, net 16,425
42,229
162,874
—
221,528
Inventories, net 27,283
43,317
84,529
—
155,129
Deferred income taxes 12,926
—
5,659
—
18,585
Other current assets 9,386
963
22,287
—
32,636
Assets of discontinued operations —
186,037
84,069
—
270,106
Total current assets 68,689
272,546
466,291
—
807,526
Property, plant & equipment, net 7,695
22,521
175,112
—
205,328
Goodwill 62,543
264,502
418,431
—
745,476
Other intangibles, net 12,929
138,682
223,696
—
375,307
Investment in subsidiaries 2,143,586
229,910
113,539
(2,487,035 ) —
Intercompany receivable —
521,072
368,018
(889,090 ) —
Other long-term assets 14,635
22
15,571
—
30,228
Total assets $ 2,310,077
$ 1,449,255
$ 1,780,658
$ (3,376,125 ) $ 2,163,865
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 20,058
$ 32,040
$ 107,177
$ —
$ 159,275
Accrued compensation and benefits 9,490
3,532
28,391
—
41,413
Current maturities of long-term debt 1,125
—
—
—
1,125
Income taxes payable 6,332
—
4,132
—
10,464
Other current liabilities 21,592
5,812
33,560
—
60,964
Liabilities of discontinued operations —
22,774
30,459
—
53,233
Total current liabilities 58,597
64,158
203,719
—
326,474
Long-term debt, less current maturities 501,875
—
—
—
501,875
Deferred income taxes 65,576
—
52,701
—
118,277
Pension and postretirement benefit liabilities 14,563
—
4,604
—
19,167
Other long-term liabilities 53,241
339
12,793
—
66,373
Intercompany payable 484,526
—
404,564
(889,090 ) —
Shareholders’ equity 1,131,699
1,384,758
1,102,277
(2,487,035 ) 1,131,699
Total liabilities and shareholders’ equity $ 2,310,077
$ 1,449,255
$ 1,780,658
$ (3,376,125 ) $ 2,163,865



	Six Months Ended February 28, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	93,245		$	136,899		$	378,133		$	—		$	608,277
Cost of products sold	27,347			95,698			244,686			—			367,731
Gross profit	65,898			41,201			133,447			—			240,546
Selling, administrative and engineering expenses	34,959			29,726			83,514			—			148,199
Amortization of intangible assets	639			5,314			6,049			—			12,002
Operating profit	30,300			6,161			43,884			—			80,345
Financing costs, net	12,767			6			(191		)	—			12,582
Intercompany expense (income), net	(11,921		)	1,079			10,842			—			—
Other expense (income), net	(747		)	(464		)	1,818			—			607
Earnings from continuing operations before income tax expense (benefit)	30,201			5,540			31,415			—			67,156
Income tax expense (benefit)	6,008			(326		)	5,089			—			10,771
Net earnings before equity in earnings of subsidiaries	24,193			5,866			26,326			—			56,385
Equity in earnings of subsidiaries	41,235			28,664			435			(70,334		)	—
Earnings from continuing operations	65,428			34,530			26,761			(70,334		)	56,385
Earnings (loss) from discontinued operations, net of income taxes	$	(650	)	$	5,378		$	3,665		$	—		$	8,393
Net Earnings	$	64,778		$	39,908		$	30,426		$	(70,334	)	$	64,778
Comprehensive income	$	64,982		$	33,698		$	38,028		$	(71,726	)	$	64,982

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEETS

(Inin thousands)


	August 31, 2013											February 28, 2014
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated		Parent		Guarantors		Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	16,122	$	—	$	87,864	$	—		$	103,986	$	11,580	$	26	$	143,411		$	—		$	155,017
Accounts receivable, net	20,471		40,343		158,261		—			219,075		18,589		42,072		173,290			—			233,951
Inventories, net	27,343		38,948		76,258		—			142,549		32,100		45,070		87,824			—			164,994
Deferred income taxes	13,002		—		5,794		—			18,796		10,656		—		5,670			—			16,326
Other current assets	7,454		963		19,811		—			28,228		10,187		1,126		18,803			—			30,116
Assets of discontinued operations	—		192,129		80,477		—			272,606
Total current assets	84,392		272,383		428,465		—			785,240		83,112		88,294		428,998			—			600,404
Property, plant & equipment, net	7,050		22,801		171,645		—			201,496
Property, plant and equipment, net												8,288		22,342		177,549			—			208,179
Goodwill	62,543		264,502		407,907		—			734,952		62,543		264,502		422,737			—			749,782
Other intangibles, net	13,247		141,258		222,187		—			376,692		12,611		136,107		223,316			—			372,034
Investment in subsidiaries	2,086,534		201,779		96,333		(2,384,646		)	—		2,213,047		751,730		222,605			(3,187,382		)	—
Intercompany receivable	—		480,633		360,620		(841,253		)	—		—		683,850		455,699			(1,139,549		)	—
Other long-term assets	12,654		22		8,276		—			20,952		12,957		22		15,756			—			28,735
Total assets	$	2,266,420	$	1,383,378	$	1,695,433	$	(3,225,899	)	$	2,119,332	$	2,392,558	$	1,946,847	$	1,946,660		$	(4,326,931	)	$	1,959,134
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable	$	22,194	$	30,637	$	101,218	$	—		$	154,049	$	20,342	$	29,988	$	103,396		$	—		$	153,726
Accrued compensation and benefits	13,835		2,716		27,249		—			43,800		10,439		3,183		32,202			—			45,824
Current maturities of long-term debt												2,250		—		—			—			2,250
Income taxes payable	8,135		—		5,879		—			14,014		35,187		—		(2,338		)	—			32,849
Other current liabilities	21,268		4,630		31,001		—			56,899		20,101		9,930		33,615			—			63,646
Liabilities of discontinued operations	—		23,466		29,614					53,080
Total current liabilities	65,432		61,449		194,961		—			321,842		88,319		43,101		166,875			—			298,295
Long-term debt	515,000		—		—		—			515,000
Long-term debt, less current maturities												387,750		—		—			—			387,750
Deferred income taxes	64,358		—		51,507		—			115,865		42,124		—		52,990			—			95,114
Pension and postretirement benefit liabilities	16,267		—		4,431		—			20,698		7,585		—		4,698			—			12,283
Other long-term liabilities	51,479		390		13,791		—			65,660		51,657		110		12,824			—			64,591
Intercompany payable	473,617		—		367,636		(841,253		)	—		714,022		—		425,527			(1,139,549		)	—
Shareholders’ equity	1,080,267		1,321,539		1,063,107		(2,384,646		)	1,080,267		1,101,101		1,903,636		1,283,746			(3,187,382		)	1,101,101
Total liabilities and shareholders’ equity	$	2,266,420	$	1,383,378	$	1,695,433	$	(3,225,899	)	$	2,119,332	$	2,392,558	$	1,946,847	$	1,946,660		$	(4,326,931	)	$	1,959,134

Table of Contents

CONDENSED CONSOLIDATING ~~STATEMENTS OF CASH FLOWS~~BALANCE SHEETS

(Inin thousands)

Three Months Ended, November 30, 2013
Parent Guarantors Non-Guarantors Eliminations Consolidated
Operating Activities

Net cash provided by operating activities $ 17,415
$ 3,461
$ 12,070
$ —
$ 32,946
Investing Activities

Proceeds from sale of property, plant and equipment —
36
1,877
—
1,913
Capital expenditures (1,208 ) (1,270 ) (8,779 ) —
(11,257 )
Cash used in investing activities (1,208 ) (1,234 ) (6,902 ) —
(9,344 )
Financing Activities

Net repayments on revolver (12,000 ) —
—
—
(12,000 )
Intercompany loan activity (9,951 ) (2,227 ) 12,178
—
—
Purchase of treasury shares (15,352 ) —
—
—
(15,352 )
Stock option exercises and related tax benefits 10,562
—
—
—
10,562
Payment of contingent acquisition consideration —
—
(414 ) —
(414 )
Cash dividend (2,919 ) —
—
—
(2,919 )
Cash provided by (used in) financing activities (29,660 ) (2,227 ) 11,764
—
(20,123 )
Effect of exchange rate changes on cash —
—
2,077
—
2,077
Net increase (decrease) in cash and cash equivalents (13,453 ) —
19,009
—
5,556
Cash and cash equivalents—beginning of period 16,122
—
87,864
—
103,986
Cash and cash equivalents—end of period $ 2,669
$ —
$ 106,873
$ —
$ 109,542



	August 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	16,122	$	—	$	87,864	$	—		$	103,986
Accounts receivable, net	20,471		40,343		158,261		—			219,075
Inventories, net	27,343		38,948		76,258		—			142,549
Deferred income taxes	13,002		—		5,794		—			18,796
Other current assets	7,454		963		19,811		—			28,228
Assets of discontinued operations	—		192,129		80,477		—			272,606
Total current assets	84,392		272,383		428,465		—			785,240
Property, plant and equipment, net	7,050		22,801		171,645		—			201,496
Goodwill	62,543		264,502		407,907		—			734,952
Other intangibles, net	13,247		141,258		222,187		—			376,692
Investment in subsidiaries	2,086,534		201,779		96,333		(2,384,646		)	—
Intercompany receivable	—		480,633		360,620		(841,253		)	—
Other long-term assets	12,654		22		8,276		—			20,952
Total assets	$	2,266,420	$	1,383,378	$	1,695,433	$	(3,225,899	)	$	2,119,332
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable	$	22,194	$	30,637	$	101,218	$	—		$	154,049
Accrued compensation and benefits	13,835		2,716		27,249		—			43,800
Income taxes payable	8,135		—		5,879		—			14,014
Other current liabilities	21,268		4,630		31,001		—			56,899
Liabilities of discontinued operations	—		23,466		29,614		—			53,080
Total current liabilities	65,432		61,449		194,961		—			321,842
Long-term debt	515,000		—		—		—			515,000
Deferred income taxes	64,358		—		51,507		—			115,865
Pension and postretirement benefit liabilities	16,267		—		4,431		—			20,698
Other long-term liabilities	51,479		390		13,791		—			65,660
Intercompany payable	473,617		—		367,636		(841,253		)	—
Shareholders’ equity	1,080,267		1,321,539		1,063,107		(2,384,646		)	1,080,267
Total liabilities and shareholders’ equity	$	2,266,420	$	1,383,378	$	1,695,433	$	(3,225,899	)	$	2,119,332

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(Inin thousands)


	Three Months Ended, November 30, 2012														Six Months Ended February 28, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations		Consolidated			Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating Activities
Net cash (used in) provided by operating activities	$	(658	)	$	4,779		$	8,154		$	—	$	12,275
Net cash provided by (used in) operating activities															$	(223	)	$	8,331		$	43,491		$	(14,716	)	$	36,883
Investing Activities
Proceeds from sale of property, plant and equipment	571			14			392			—		977			1			74			1,933			—			2,008
Proceeds (loss) on sale of businesses, net of transaction costs															(4,134		)	214,268			33,252			—			243,386
Intercompany investment															—			(99,963		)	—			99,963			—
Capital expenditures	(399		)	(1,291		)	(5,999		)	—		(7,689		)	(2,424		)	(2,379		)	(17,423		)	—			(22,226		)
Business acquisitions, net of cash acquired	—			—			(83		)	—		(83		)
Cash provided by (used in) investing activities	172			(1,277		)	(5,690		)	—		(6,795		)
Net cash provided by (used in) investing activities															(6,557		)	112,000			17,762			99,963			223,168
Financing Activities
Principal repayments of term loans	(1,250		)	—			—			—		(1,250		)
Intercompany loan activity	(4,991		)	(3,593		)	8,584			—		—
Net repayments on revolver															(125,000		)	—			—			—			(125,000		)
Changes in receivables and payables to subsidiaries															213,449			(120,305		)	(93,144		)	—			—
Intercompany capital contributions															—			—			99,963			(99,963		)	—
Purchase of treasury shares	(7,142		)	—			—			—		(7,142		)	(109,095		)	—			—			—			(109,095		)
Stock option exercises and related tax benefits	5,473			—			—			—		5,473			25,803			—			—			—			25,803
Payment of contingent acquisition consideration															—			—			(753		)	—			(753		)
Cash dividend	(2,911		)	—			—			—		(2,911		)	(2,919		)	—			(14,716		)	14,716			(2,919		)
Cash provided by (used in) financing activities	(10,821		)	(3,593		)	8,584			—		(5,830		)
Net cash provided by (used in) financing activities															2,238			(120,305		)	(8,650		)	(85,247		)	(211,964		)
Effect of exchange rate changes on cash	—			—			477			—		477			—			—			2,944			—			2,944
Net (decrease) increase in cash and cash equivalents	(11,307		)	(91		)	11,525			—		127
Net increase (decrease) in cash and cash equivalents															(4,542		)	26			55,547			—			51,031
Cash and cash equivalents—beginning of period	12,401			91			55,692			—		68,184			16,122			—			87,864			—			103,986
Cash and cash equivalents—end of period	$	1,094		$	—		$	67,217		$	—	$	68,311		$	11,580		$	26		$	143,411		$	—		$	155,017

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)



	Six Months Ended February 28, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by operating activities	$	5,606		$	8,913		$	25,804		$	—	$	40,323
Investing Activities
Proceeds from sale of property, plant and equipment	562			74			541			—		1,177
Capital expenditures	(668		)	(2,014		)	(9,044		)	—		(11,726		)
Business acquisitions, net of cash acquired	—			—			(83		)	—		(83		)
Net cash used in investing activities	(106		)	(1,940		)	(8,586		)	—		(10,632		)
Financing Activities
Principal repayments of term loans	(2,500		)	—			—			—		(2,500		)
Intercompany loan activity	(7,370		)	(7,064		)	14,434			—		—
Purchase of treasury shares	(8,821		)	—			—			—		(8,821		)
Payment of contingent acquisition consideration	(1,350		)	—			—			—		(1,350		)
Stock option exercises and related tax benefits	10,772			—			—			—		10,772
Cash dividend	(2,911		)	—			—			—		(2,911		)
Net cash provided by (used in) financing activities	(12,180		)	(7,064		)	14,434			—		(4,810		)
Effect of exchange rate changes on cash	—			—			(2,242		)	—		(2,242		)
Net (decrease) increase in cash and cash equivalents	(6,680		)	(91		)	29,410			—		22,639
Cash and cash equivalents—beginning of period	12,401			91			55,692			—		68,184
Cash and cash equivalents—end of period	$	5,721		$	—		$	85,102		$	—	$	90,823

Table of Contents

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

Actuant Corporation, headquartered in Menomonee Falls, Wisconsin, is a Wisconsin corporation incorporated in 1910. We are a global diversified company that designs, manufactures and distributes a broad range of industrial products and systems to various end markets. We are organized ~~into~~in three operating and reportable segments: Industrial, Energy and Engineered Solutions.

Our long-term goal is to grow annual diluted earnings per share (“EPS”), excluding unusual or non-recurring items, faster than most multi-industry peers. We intend to leverage our leading market positions to generate annual internal sales growth that exceeds the annual growth rates of the gross domestic product in the geographic regions in which we operate. In addition to internal sales growth, we are focused on acquiring complementary businesses. Following an acquisition, we seek to develop additional cross-selling opportunities, deepen customer relationships and leverage costs. We also focus on profit margin expansion and cash flow generation to achieve our financial and EPS growth goals. Our LEAD (“Lean Enterprise Across Disciplines”) process utilizes various continuous improvement techniques to drive out costs and improve efficiencies, ~~across all locations and functions worldwide,~~ thereby expanding profit margins. Strong cash flow generation is achieved by maximizing returns on net assets and minimizing primary working capital needs. Our LEAD efforts also support our Growth + Innovation (“G+I”) initiative, a process focused on improving core sales growth. The cash flow that results from efficient asset management and improved profitability is primarily used to fund strategic acquisitions, common stock repurchases and internal growth opportunities.

Our businesses provide a vast array of products and services across multiple customers and geographies which results in significant diversification. The long-term sales growth and profitability of our segments will depend not only on increased demand in end markets and the overall economic environment, but also on our ability to identify, consummate and integrate strategic acquisitions, develop and market innovative new products, expand our business activity geographically and ~~continuously~~ improve operational excellence. We remain focused on maintaining our financial strength by adjusting our cost structure to reflect changes in demand levels and by proactively managing working capital and cash flow generation. Our priorities during fiscal 2014 include a continued focus on growth initiatives (new product development, market share gains, geographic expansion and strategic acquisitions), operational excellence and cash flow generation.

Results of Operations

The following table sets forth our results of operations (in millions, except per share amounts):


	Three months ended November 30,								Three Months Ended February 28,								Six Months Ended February 28,
	2013				2012				2014				2013				2014				2013
Net sales	$	340	100.0	%	$	308	100.0	%	$	328	100	%	$	300	100	%	$	667	100	%	$	608	100	%
Cost of products sold	208		61.2	%	183		59.6	%	203		62	%	184		61	%	411		62	%	368		61	%
Gross profit	132		38.8	%	124		40.4	%	124		38	%	116		39	%	256		38	%	241		39	%
Selling, administrative and engineering expenses	82		24.1	%	75		24.4	%	79		24	%	73		24	%	161		24	%	148		24	%
Amortization of intangible assets	6		1.8	%	6		1.9	%	6		2	%	6		2	%	12		2	%	12		2	%
Operating profit	44		12.9	%	43		14.1	%	39		12	%	37		13	%	83		12	%	80		13	%
Financing costs, net	7		2.0	%	6		1.9	%	6		2	%	6		2	%	13		2	%	13		2	%
Other expense, net	1		0.3	%	1		0.3	%	1		0	%	—		0	%	2		0	%	1		0	%
Earnings from continuing operations before income tax expense	36		10.6	%	37		11.9	%	31		10	%	31		11	%	67		10	%	67		11	%
Income tax expense	3		0.8	%	6		1.9	%	9		3	%	5		2	%	12		2	%	11		2	%
Earnings from continuing operations	33		9.8	%	31		10.0	%	22		7	%	26		9	%	55		8	%	56		9	%
Income from discontinued operations, net of income taxes	3		0.9	%	6		1.9	%	19		6	%	3		1	%	22		3	%	8		1	%
Net earnings	$	36	10.7	%	$	36	11.9	%	$	41	13	%	$	28	10	%	$	77	11	%	$	65	10	%

Diluted earnings from continuing operations per share	$	0.44			$	0.41			$	0.30			$	0.35			$	0.74			$	0.76
Diluted earnings per share	$	0.48			$	0.49			$	0.56			$	0.38			$	1.04			$	0.87

The comparability of operating results to the prior year has been impacted by changes in foreign currency exchange rates (as approximately one-half of our sales are denominated in currencies other than the U.S. dollar), acquisitions, divestitures and the economic conditions in the end markets we serve. Consolidated sales for the ~~first~~second quarter of fiscal 2014 increased ~~10%~~9% to ~~$340~~$328 million from ~~$308~~$300 million in the comparable prior year period. On a comparable fiscal year to date basis, sales increased 10% to $667 million for the six months ended February 28, 2014. Core sales (sales excluding acquisitions, divestitures and changes in foreign currency exchange rates) increased 5%, while acquisitions added 6% to net sales and currency translation reduced sales by 1%. Core sales growth in the quarter was primarily driven by a broad based rebound in demand in the Engineered Solutions

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foreign currency exchange rates) increased 4% in both the three and six month period ended February 28, 2014. Consolidated core sales growth in the second quarter was the result of significantly improved activity in the Energy segment, ~~while market conditions remain challenging~~continued solid growth in the Engineered Solutions segment and a decline in demand in the Industrial ~~and Energy segments. Operating profit in the quarter was $44 million, compared to $43 million in the comparable prior year period. Unfavorable~~ segment, ~~and product mix, restructuring costs and the inclusion of the Viking acquisition resulted in the decline in consolidated operating profit margin.~~reflecting cautious spending patterns by customers. Fiscal 2014 ~~first~~second quarter ~~net earnings and earnings per diluted share were $36 million and $0.48, respectively, while~~ earnings from continuing operations were ~~$33~~$22 million ~~or $0.44~~($0.30 per diluted ~~share (7% higher than~~share), compared to $26 million ($0.35 per diluted share) in the prior ~~year).~~year.

Segment Results ~~(in millions)~~

Industrial Segment

The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools that are used in maintenance and other applications in ~~the~~a variety of industrial, energy, infrastructure and production automation markets. Despite tepid economic conditions globally we believe the Industrial segment will generate single digit core sales growth during the remainder of the fiscal year, driven by our vertical market initiatives, new product introductions and the benefit of ~~G+I activities.~~other growth investments. The following table sets forth the results of operations for the Industrial segment (in millions):


	Three months ended November 30,						Three Months Ended February 28,						Six Months Ended February 28,
	2013			2012			2014			2013			2014			2013
Net sales	$	99		$	101		$	94		$	99		$	192		$	200
Operating profit	27			27			26			26			53			53
Operating profit %	27.3		%	26.7		%	28.3		%	26.6		%	27.8		%	26.7		%

Fiscal 2014 ~~first~~second quarter Industrial segment net sales decreased $2$5 million ~~(2%~~(5%) to ~~$99~~$94 million compared to the prior year ~~period.~~period, while year-to-date net sales decreased $8 million (4%) to $192 million. Excluding the impact of foreign currency rate changes (which unfavorably impacted sales comparisons by $1 million), core sales decreased 2%5% in the ~~first~~second quarter~~, due to~~ and 3% year-to-date, the result of lower global Integrated Solutions shipments ~~compared~~along with weak North American industrial tool demand, which we primarily attribute to ~~the robust prior year level.~~adverse weather conditions. We realized modest core growth in other geographic regions. Despite lower sales levels, ~~first quarter~~ operating profit ~~margin~~margins improved ~~slightly~~ due to productivity improvements, effective cost management and favorable sales mix.

Energy Segment

The Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions primarily used in maintenance activities in the global energy market. The Energy segment continues to focus on expanding its presence in the global energy markets and successfully integrating the ~~recent~~ Viking acquisition. The ~~Energy~~ segment is expected to generate ~~single~~mid-single digit core sales growth during the remainder of fiscal 2014, the result of solid maintenance and oil & gas activity and improved market demand from non-energy markets (defense, marine and aerospace). The following table sets forth the results of operations for the Energy segment (in millions):


	Three months ended November 30,						Three Months Ended February 28,						Six Months Ended February 28,
	2013			2012			2014			2013			2014			2013
Net sales	$	108		$	91		$	106		$	81		$	214		$	172
Operating profit	9			15			10			10			18			25
Operating profit %	8.3		%	17.0		%	9.0		%	12.0		%	8.6		%	14.6		%

~~Compared to the prior year, Energy segment first~~Second quarter net sales increased ~~$17~~$25 million ~~(19%~~(31%) to ~~$108~~$106 million from the comparable prior year period, while year-to-date net sales increased $42 million (24%) from the prior year. The majority of this sales growth reflects the addition of the Viking acquisition in late fiscal ~~2014.~~2013. Excluding the ~~$2 million unfavorable~~ impact of changes in foreign currency exchange rates and the ~~$19 million of sales from the~~ Viking acquisition, core sales ~~decreased 1%~~increased 11% in the ~~quarter. While end market demand in seismic, industrial~~quarter and ~~defense markets improved, difficult comparisons~~5% year-to-date. This core sales growth was driven by increased activity in the ~~North American nuclear maintenance market, as well as lower North American rental revenue, resulted~~seismic, defense and oil & gas (maintenance spending) markets. Viking revenues have been impacted by delays in mooring equipment mobilization on new projects, which we do not anticipate will continue in the ~~core sales decline. First~~back half of the fiscal year. The second quarter and year-to-date operating profit margin declined ~~primarily~~ due to ~~the collective impact of~~unfavorable acquisition mix (given the fixed cost nature of Viking's ~~lower than segment average margins),~~rental business) and unfavorable sales ~~and customer mix in Hydratight and Cortland and higher costs due to labor utilization inefficiencies.~~mix.

Engineered Solutions Segment

The Engineered Solutions segment provides highly engineered position and motion control, power transmission and instrumentation and display systems to OEMs in a variety of markets. We expect mid to high single digit core sales growth in this

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segment during the remainder of the fiscal year as the sales growth from emissions regulation changes in the European truck market give way to easier comparisons from a year ago in other end markets (lack of inventory destocking by OEMs)~~. This~~ along with continued growth in agriculture, heavy duty truck and RV markets. The segment continues to focus on the commercialization of new products and the ~~execution~~completion of restructuring initiatives, ~~to reduce~~including production facility consolidation into existing lower cost ~~and improve market competitiveness.~~country operations. The following table sets forth the results of operations for the Engineered Solutions segment (in millions):

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	Three months ended November 30,						Three Months Ended February 28,						Six Months Ended February 28,
	2013			2012			2014			2013			2014			2013
Net sales	$	133		$	116		$	128		$	121		$	261		$	237
Operating profit	13			8			10			8			23			16
Operating profit %	9.9		%	6.6		%	7.4		%	6.9		%	8.7		%	6.7		%

~~Compared to the prior year,~~Fiscal 2014 second quarter Engineered Solutions ~~segment first quarter~~ net sales increased ~~$17~~$7 million ~~(15%~~(6%) to ~~$133~~$128 million versus the comparable prior year period, while year-to-date net sales grew $24 million (10%) to $261 million. Excluding foreign currency rate changes (which favorably impacted sales by $2 million) and a product line divestiture, core sales increased ~~15%~~7% in the ~~first quarter. The core sales~~second quarter and 11% year-to-date. This growth ~~was broad based across most served markets~~resulted from strong European and ~~geographies~~China heavy-duty truck, agriculture and ~~reflected particularly strong truck~~RV market demand, ~~in Europe~~which offset continued weak demand from automotive and ~~China.~~off highway equipment customers. Despite ~~$1 million of restructuring~~inefficiencies and costs ~~first quarter~~related to facility consolidations, operating profit margin ~~increased to 9.9%~~improved due to higher sales volumes (absorption of fixed costs) ~~and the benefit of prior restructuring actions.~~.

General Corporate

General corporate expenses were $5$7 million and $7$12 million for the three and six months ended ~~November 30,~~February 28, 2014, respectively, compared to $7 million and $14 million three and six months ended February 28, 2013, ~~and 2012,~~ respectively. Lower corporate expenses for the first half of the fiscal year were primarily due to ~~certain~~lower incentive compensation, as well as cost reduction efforts.

Financing Costs, net

All debt is considered to be for general corporate purposes and therefore financing costs have not been allocated to our segments. Net financing costs were ~~$7 million~~ ~~and $6 million~~relatively unchanged for ~~the~~ ~~three months ended November 30, 2013~~ ~~and 2012, respectively. The increase in interest expense is due to higher average borrowing levels, following the August 2013 acquisition of Viking.~~all comparable periods.

Income Taxes Expense

~~The Company adjusts the quarterly provision for income taxes based on the estimated annual effective income tax rate and facts and circumstances known at each interim reporting period.~~ The effective income tax rate from continuing operations ~~was~~ ~~7.7%~~ ~~for~~is as follows:



	Three Months Ended February 28,				Six Months Ended February 28,
	2014		2013		2014		2013
Effective income tax rate	29.0	%	15.7	%	17.6	%	16.0	%

The increase in the ~~three months ended November 30, 2013, and~~ ~~16.3%~~ ~~for~~second quarter effective income tax rate, relative to the ~~comparable~~ prior year, ~~period. During~~is primarily due to discrete income tax reserve adjustments and to a lesser extent, changes in the ~~three months ended November 30,~~mix of taxable earnings derived in foreign jurisdictions with tax rates that are lower than the U.S. Federal statutory rate (see Note 10. "Income Taxes" for further details).

Discontinued Operations

On December 13, 2013, the Company ~~liquidated a foreign entity which generated a $7.3 million discrete income tax benefit from~~completed the ~~resulting net operating loss carryforwards. Similarly, the first quarter fiscal 2013 income tax provision included $5.5 million~~sale of ~~discrete period income tax benefits, the result of changes to deferred income tax balances and the recognition of a net operating loss carryforward of $3.4 million.~~

~~Discontinued Operations~~

~~The~~its former Electrical segment ~~is primarily involved~~for net cash proceeds of $243 million, which resulted in ~~the design, manufacture and distribution~~a pre-tax gain on disposal of ~~a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility, marine and other harsh environment markets.~~$34 million. The results of operations for the Electrical segment have been reported as discontinued operations for all periods ~~presented. The following table summarizes the results of discontinued operations~~and are summarized as follows (in millions):

Three months ended November 30,
2013 2012
Net sales $ 63
$ 69

Operating income from discontinued operations 5
8
Income tax expense (2 ) (2 )
Income from discontinued operations, net of taxes $ 3
$ 6

~~Electrical segment operating income declined year over year as a result of lower sales volume and disposition related costs.~~



	Three Months Ended February 28,					Six Months Ended February 28,
	2014			2013		2014			2013
Net sales	$	9		$	70	$	72		$	139

Operating income (loss) ⁽¹⁾	(10		)	5		(5		)	13
Gain on disposal	34			—		34			—
Income tax expense	5			2		7			5
Income from discontinued operations, net of taxes	$	19		$	3	$	22		$	8

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(1)The operating loss for the three and six months ended February 28, 2014 includes certain divestiture costs and a non-cash charge for the accelerated vesting of equity compensation.

The comparability of the results is impacted by the timing of the divestiture on December 13, 2013.

Cash Flows and Liquidity

We believe that the successful execution of our business model will result in continued strong cash flow generation, which will allow us to reinvest in the business, fund future growth opportunities and create long-term shareholder value. While we generate earnings and cash flow in all geographic regions, the vast majority of our cash is maintained in locations outside of the United States, primarily for cash and income tax planning. We expect to generate significant cash flow during our seasonally strong second half of the fiscal year, which combined with existing cash and availability under our revolving credit facility, will be more than adequate to fund our operating needs for the foreseeable future. We anticipate on-going capital deployment in business acquisitions and opportunistic stock buybacks with surplus cash and revolver borrowings.

The following table summarizes ~~the~~our cash flows from operating, investing and financing activities (in millions):


	Three months ended November 30,						Six Months Ended February 28,
	2013			2012			2014			2013
Net cash provided by operating activities	$	33		$	12		$	37		$	40
Net cash used in investing activities	(9		)	(7		)
Net cash provided by (used in) investing activities							223			(11		)
Net cash used in financing activities	(20		)	(6		)	(212		)	(5		)
Effect of exchange rates on cash	2			1			3			(2		)
Net increase in cash and cash equivalents	$	6		$	—		$	51		$	22

Cash flows from operating activities during the ~~three~~six months ended ~~November 30, 2013~~February 28, 2014 were $3337 million, primarily consisting of net earnings, offset by an increase in working capital and higher cash income tax payments. First quarter operating cash flows were $21 million higher than the prior year, primarily the result of lower annual incentive compensation payments. Existing cash, coupled with operating cash flows and proceeds from stock option exercises, funded the repurchase of approximately 0.4 million shares of the Company’s common stock ($15 million) under the stock buyback program, our $3 million annual dividend, $11 million of capital expenditures and $12 million of repayments on the revolver.

~~Cash flows from operating activities during the three months ended November 30, 2012 were $12 million,~~ the result of net earnings, offset by ~~the payment of $17~~a $23 million increase in working capital accounts and higher income tax payments. The operating cash flows and $243 million of ~~fiscal 2012 incentive compensation costs, reduced accounts payable and increased inventory levels. These operating cash flows~~proceeds from the sale of the Electrical segment funded the repurchase of approximately 3 million shares ($109 million) of the Company’s common stock and the repayment of $125 million of revolver borrowings. Capital expenditures during the first half of fiscal 2014 were $22 million, including rental assets for the Energy segment and machinery and equipment associated with various new facilities.

Cash flows from operating activities ($40 million) during the six months ended February 28, 2013 funded the repurchase of 0.3 million shares of the Company’s common stock ($79 million) ~~under the stock buyback program, our $3 million annual dividend~~ and $8$12 million of capital expenditures.

~~Primary Working Capital Management from Continuing Operations~~

We use primary working capital as a percentage of sales (PWC %) as a key indicator of working capital management. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three months sales annualized. The following table shows a comparison of primary working capital from continuing operations (in millions):

November 30, 2013 November 30, 2012
$ PWC% $ PWC%
Accounts receivable, net $ 222
16 % $ 194
16 %
Inventory, net 155
11 % 160
13 %
Accounts payable (159 ) (12 )% (143 ) (12 )%
Net primary working capital $ 218
16 % $ 211
17 %

~~Liquidity~~

Our Senior Credit Facility, which matures on July 18, 2018, includes a $600 million revolving credit line, a $90 million term loan and a $350 million expansion option, subject to certain conditions. Quarterly principal payments of $1 million begin on the term loan on September 30, 2014, increasing to $2 million per quarter beginning on September 30, 2015, with the remaining principal due at maturity.

Primary Working Capital Management from Continuing Operations

We ~~believe that availability under~~use primary working capital as a percentage of sales (PWC %) as a key indicator of working capital management. We define this metric as the ~~Senior Credit Facility, combined with our existing cash on hand, proceeds~~sum of net accounts receivable and net inventory less accounts payable, divided by the past three months sales annualized. The following table shows a comparison of primary working capital from ~~the sale~~continuing operations (in millions):



	February 28, 2014			PWC%		February 28, 2013			PWC%
Accounts receivable, net	$	234		18	%	$	198		17	%
Inventory, net	165			13	%	153			13	%
Accounts payable	(154		)	(12	)%	(134		)	(11	)%
Net primary working capital	$	245		19	%	$	217		18	%

Table of the Electrical segment and funds generated from operations will be adequate to meet operating, debt service, stock buyback, acquisition funding and capital expenditure requirements for the foreseeable future.Contents

Commitments and Contingencies

The Company has ~~facilities~~operations in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past two years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company remains contingently liable for lease payments under leases of businesses that it previously divested or spun-off, in the event that such businesses are unable to fulfill their future lease payment obligations. The discounted present value of future minimum lease payments for these leases was $1125 million at ~~November 30, 2013~~February 28, 2014 (including $15 million related to the recently divested Electrical segment).

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We had outstanding letters of credit of approximately $11 million at both ~~November 30, 2013~~February 28, 2014 and August 31, 2013, the majority of which secure self-insured workers compensation liabilities.

Contractual Obligations

Our contractual obligations are discussed in Part 1, Item 7 , “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” in our Annual Report on Form 10-K for the year ended August 31, 2013, and, as of ~~November 30, 2013~~February 28, 2014, have not materially changed.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

The diverse nature of our business activities necessitates the management of various financial and market risks, including those related to changes in interest rates, foreign currency exchange rates and commodity costs.

Interest Rate Risk: We manage interest expense using a mixture of fixed-rate and variable-rate debt. A change in interest rates ~~on our 5.625% Senior Notes~~ impacts the fair value of ~~the notes,~~our 5.625% Senior Notes, but not our earnings or cash flow because the interest on such debt is fixed. Our variable-rate debt obligations consist primarily of revolver and term loan borrowings under our Senior Credit Facility (see Note 6, “Debt” for further details). A ~~10%~~ten percent increase in the average cost of our variable rate debt (which is based on LIBOR interest rates) would result in an increase in interest expense (pre-tax) of approximately $~~0.2~~0.1 million for the three months ended ~~November 30, 2013~~February 28, 2014. From time to time, we may enter into interest rate swap agreements to manage our exposure to interest rate changes. At ~~November 30, 2013~~February 28, 2014, we were not a party to any interest rate swap derivatives.

Foreign Currency Risk: We maintain operations in the U.S. and various foreign countries. Our non-U.S. operations, located primarily in Australia, the Netherlands, United Kingdom, Mexico and China, have foreign currency risk relating to receipts from customers, payments to suppliers and intercompany transactions denominated in foreign currencies. Under certain conditions, we enter into hedging transactions (primarily forward foreign currency swaps) that enable us to mitigate the potential adverse impact of foreign currency exchange rate risk (see Note 8, “Derivatives” for further information). We do not engage in trading or other speculative activities with these transactions, as established policies require that these hedging transactions relate to specific currency exposures.

The strengthening of the U.S. dollar could also result in unfavorable translation effects on our results of operations and financial position as the ~~results~~result of foreign ~~operations are~~denominated operating results being translated into U.S. dollars. To illustrate the potential impact of changes in foreign currency exchange rates on the translation of our ~~results~~result of operations, quarterly sales and operating profit were remeasured assuming a ten percent decrease in foreign exchange rates compared with the U.S. dollar. Using this method, quarterly sales and operating profit would have been $2019 million and $2 million lower, respectively, for the three months ended ~~November 30, 2013~~February 28, 2014. This sensitivity analysis assumes that each exchange rate would change in the same direction relative to the U.S. dollar and excludes the potential effects that changes in foreign currency exchange rates may have on sales levels or local currency prices. Similarly, a ten percent decline in foreign currency exchange rates on our ~~November 30, 2013~~February 28, 2014 financial position would result in a $90 million decrease toin equity (accumulated other comprehensive loss), as a result of non ~~U.S.~~U.S dollar denominated assets and liabilities being translated into U.S. dollars, our reporting currency.

Commodity Cost Risk: We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials, such as steel and plastic resin, are subject to price fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion and utilize LEAD initiatives to further mitigate the impact of commodity raw material price fluctuations as improved efficiencies across all locations are achieved.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

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Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods

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specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~November 30, 2013~~February 28, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

In September 2011, our Board of Directors authorized a stock repurchase program to acquire up to 7,000,000 shares of the Company’s outstanding Class A common stock. The following table presents information regarding the repurchase of common stock during the three months ended ~~November 30, 2013~~February 28, 2014. All of the shares were repurchased as part of the publicly announced program.

Total Number
of Shares
Purchased

Average Price
Paid per Share

Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Program
September 1 to September 30, 2013 —
—
3,016,487
October 1 to October 31, 2013 —
—
3,016,487
November 1 to November 30, 2013 400,000
$ 38.35
2,616,487
400,000
$ 38.35



	Total Number of Shares Purchased	Average Price Paid per Share		Maximum Number of Shares That May Yet Be Purchased Under the Program
December 1 to December 31, 2013	609,977	$	37.63	2,006,510
January 1 to January 31, 2014	1,313,300	36.05		693,210
February 1 to February 28, 2014	693,210	33.70		—	⁽¹⁾
	2,616,487	$	35.79

(1) In March 2014, our Board of Directors approved an additional 7,000,000 stock repurchase program.

Item 6 – Exhibits

(a) Exhibits

See “Index to Exhibits” on page ~~30,~~31, which is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	ACTUANT CORPORATION
	(Registrant)
Date: ~~January~~April 8, 2014	By:	/S/ ANDREW G. LAMPEREUR
		Andrew G. Lampereur
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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ACTUANT CORPORATION

(the “Registrant”)

(Commission File No. 1-11288)

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~NOVEMBER 30, 2013~~FEBRUARY 28, 2014

INDEX TO EXHIBITS




Exhibit	Description	~~Incorporated~~ ~~Herein~~ ~~By Reference~~ To	Filed Herewith	Furnished Herewith
~~2.1~~10.1	~~Purchase Agreement between Power Products, LLC and~~(a) Form of NQSO Award (Director) under Actuant Corporation ~~dated as of October 30, 2013~~2009 Omnibus Incentive Plan	~~Exhibit 2.1 to the Registrant's Form 8-K filed on December 19, 2013~~X

	(b) Form of NQSO Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan	X

10.2	(a) Form of RSA Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan	X

	(b) Form of RSA Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan	X

10.3	(a) Form of RSU Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan	X

	(b) Form of RSU Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan	X

10.4	Form of Performance Share Award under Actuant Corporation 2009 Omnibus Incentive Plan	X

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X

101	The following materials from the Actuant Corporation Form 10-Q for the quarter ended ~~November 30, 2013~~February 28, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.		X

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	Page No.

Part I—Financial Information

Item 1—Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statements of Earnings	4

Condensed Consolidated Statements of Comprehensive Income	5

Condensed Consolidated Balance Sheets	6

Condensed Consolidated Statements of Cash Flows	7

Notes to Condensed Consolidated Financial Statements	8

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223

Item 3—Quantitative and Qualitative Disclosures about Market Risk	2627

Item 4—Controls and Procedures	2627

Part II—Other Information

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds	2829

Item 6—Exhibits	2829



	Three Months Ended, November 30, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by operating activities	$	17,415		$	3,461		$	12,070		$	—	$	32,946
Investing Activities
Proceeds from sale of property, plant and equipment	—			36			1,877			—		1,913
Capital expenditures	(1,208		)	(1,270		)	(8,779		)	—		(11,257		)
Cash used in investing activities	(1,208		)	(1,234		)	(6,902		)	—		(9,344		)
Financing Activities
Net repayments on revolver	(12,000		)	—			—			—		(12,000		)
Intercompany loan activity	(9,951		)	(2,227		)	12,178			—		—
Purchase of treasury shares	(15,352		)	—			—			—		(15,352		)
Stock option exercises and related tax benefits	10,562			—			—			—		10,562
Payment of contingent acquisition consideration	—			—			(414		)	—		(414		)
Cash dividend	(2,919		)	—			—			—		(2,919		)
Cash provided by (used in) financing activities	(29,660		)	(2,227		)	11,764			—		(20,123		)
Effect of exchange rate changes on cash	—			—			2,077			—		2,077
Net increase (decrease) in cash and cash equivalents	(13,453		)	—			19,009			—		5,556
Cash and cash equivalents—beginning of period	16,122			—			87,864			—		103,986
Cash and cash equivalents—end of period	$	2,669		$	—		$	106,873		$	—	$	109,542



	November 30, 2013					November 30, 2012
	$			PWC%		$			PWC%
Accounts receivable, net	$	222		16	%	$	194		16	%
Inventory, net	155			11	%	160			13	%
Accounts payable	(159		)	(12	)%	(143		)	(12	)%
Net primary working capital	$	218		16	%	$	211		17	%

Large accelerated filer

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Non-accelerated filer

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