February 28, 2013 (State of incorporation) (I.R.S. Employer Id. No.) 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, marine, solar, infrastructure, residential and commercial construction and retail Do-It Yourself (“DIY”) 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;x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 30, 2012¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Wisconsin 39-0168610 Large accelerated filer x Accelerated filer ¨ Non-accelerated filer (Do(Do not check if a smaller reporting company) Smaller reporting company ¨ DecemberMarch 31, 20122013 was 72,941,967. Page No. Page No. 4 5 6 7 8 19 23 23 24 24
When used herein, the terms “Actuant,” “we,” “us,” “our” and the “Company” refer to Actuant Corporation and its subsidiaries.
Three Months Ended November 30, | ||||||||
2012 | 2011 | |||||||
Net sales | $ | 377,248 | $ | 392,799 | ||||
Cost of products sold | 230,262 | 240,191 | ||||||
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Gross profit | 146,986 | 152,608 | ||||||
Selling, administrative and engineering expenses | 87,830 | 88,109 | ||||||
Amortization of intangible assets | 7,854 | 7,218 | ||||||
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Operating profit | 51,302 | 57,281 | ||||||
Financing costs, net | 6,322 | 8,222 | ||||||
Other expense, net | 364 | 657 | ||||||
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Earnings before income tax expense | 44,616 | 48,402 | ||||||
Income tax expense | 8,273 | 11,228 | ||||||
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Net earnings | $ | 36,343 | $ | 37,174 | ||||
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Earnings per share: | ||||||||
Basic | $ | 0.50 | $ | 0.54 | ||||
Diluted | $ | 0.49 | $ | 0.50 | ||||
Weighted average common shares outstanding: | ||||||||
Basic | 72,791 | 68,421 | ||||||
Diluted | 74,271 | 75,142 |
Three Months Ended | Six Months Ended | |||||||||||||||
February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||||
Net sales | $ | 370,370 | $ | 378,024 | $ | 747,618 | $ | 770,823 | ||||||||
Cost of products sold | 230,811 | 236,732 | 461,073 | 476,923 | ||||||||||||
Gross profit | 139,559 | 141,292 | 286,545 | 293,900 | ||||||||||||
Selling, administrative and engineering expenses | 89,977 | 84,763 | 177,807 | 172,872 | ||||||||||||
Amortization of intangible assets | 7,638 | 7,073 | 15,492 | 14,291 | ||||||||||||
Operating profit | 41,944 | 49,456 | 93,246 | 106,737 | ||||||||||||
Financing costs, net | 6,260 | 7,821 | 12,582 | 16,043 | ||||||||||||
Other (income) expense, net | (36 | ) | (171 | ) | 328 | 486 | ||||||||||
Earnings before income tax expense | 35,720 | 41,806 | 80,336 | 90,208 | ||||||||||||
Income tax expense | 7,285 | 9,631 | 15,558 | 20,859 | ||||||||||||
Net earnings | $ | 28,435 | $ | 32,175 | $ | 64,778 | $ | 69,349 | ||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.39 | $ | 0.47 | $ | 0.89 | $ | 1.02 | ||||||||
Diluted | $ | 0.38 | $ | 0.43 | $ | 0.87 | $ | 0.94 | ||||||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic | 72,946 | 68,064 | 72,869 | 68,242 | ||||||||||||
Diluted | 74,416 | 75,105 | 74,343 | 75,124 |
(unaudited)
Three Months Ended November 30, | ||||||||
2012 | 2011 | |||||||
Net earnings | $ | 36,343 | $ | 37,174 | ||||
Other comprehensive income (loss), net of tax | ||||||||
Foreign currency translation adjustments | 12,089 | (32,567 | ) | |||||
Pension and other postretirement benefit plans | ||||||||
Actuarial loss arising during period | 125 | — | ||||||
Amortization of actuarial losses included in net periodic pension cost | 90 | 33 | ||||||
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215 | 33 | |||||||
Cash flow hedges | ||||||||
Unrealized net gains arising during period | 2 | 148 | ||||||
Net (gains) losses reclassified into earnings | (131 | ) | — | |||||
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(129 | ) | 148 | ||||||
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Total other comprehensive income (loss), net of tax | 12,175 | (32,386 | ) | |||||
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Comprehensive income | $ | 48,518 | $ | 4,788 | ||||
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Three Months Ended | Six Months Ended | |||||||||||||||
February 28, 2013 | February 29, 2012 | February 28, 2013 | February 29, 2012 | |||||||||||||
Net earnings | $ | 28,435 | $ | 32,175 | $ | 64,778 | $ | 69,349 | ||||||||
Other comprehensive income (loss), net of tax | ||||||||||||||||
Foreign currency translation adjustments | (11,945 | ) | 3,979 | 144 | (28,588 | ) | ||||||||||
Pension and other postretirement benefit plans | ||||||||||||||||
Actuarial loss arising during period | — | — | 125 | — | ||||||||||||
Amortization of actuarial losses included in net periodic pension cost | 90 | 50 | 180 | 83 | ||||||||||||
Total pension and other postretirement benefit plans | 90 | 50 | 305 | 83 | ||||||||||||
Cash flow hedges | ||||||||||||||||
Unrealized net losses arising during period | (116 | ) | (267 | ) | (114 | ) | (119 | ) | ||||||||
Net gain reclassified into earnings | — | — | (131 | ) | — | |||||||||||
Total cash flow hedges | (116 | ) | (267 | ) | (245 | ) | (119 | ) | ||||||||
Total other comprehensive income (loss), net of tax | (11,971 | ) | 3,762 | 204 | (28,624 | ) | ||||||||||
Comprehensive income | $ | 16,464 | $ | 35,937 | $ | 64,982 | $ | 40,725 |
February 28, 2013 | August 31, 2012 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 90,823 | $ | 68,184 | ||||
Accounts receivable, net | 238,601 | 234,756 | ||||||
Inventories, net | 217,540 | 211,690 | ||||||
Deferred income taxes | 23,604 | 22,583 | ||||||
Other current assets | 24,862 | 24,068 | ||||||
Total current assets | 595,430 | 561,281 | ||||||
Property, plant and equipment | ||||||||
Land, buildings and improvements | 51,744 | 49,866 | ||||||
Machinery and equipment | 246,542 | 242,718 | ||||||
Gross property, plant and equipment | 298,286 | 292,584 | ||||||
Less: Accumulated depreciation | (184,162 | ) | (176,700 | ) | ||||
Property, plant and equipment, net | 114,124 | 115,884 | ||||||
Goodwill | 866,685 | 866,412 | ||||||
Other intangibles, net | 430,827 | 445,884 | ||||||
Other long-term assets | 16,765 | 17,658 | ||||||
Total assets | $ | 2,023,831 | $ | 2,007,119 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Trade accounts payable | $ | 153,814 | $ | 174,746 | ||||
Accrued compensation and benefits | 45,297 | 58,817 | ||||||
Current maturities of long-term debt | 10,000 | 7,500 | ||||||
Income taxes payable | 2,852 | 5,778 | ||||||
Other current liabilities | 58,566 | 72,165 | ||||||
Total current liabilities | 270,529 | 319,006 | ||||||
Long-term debt | 385,000 | 390,000 | ||||||
Deferred income taxes | 129,080 | 132,653 | ||||||
Pension and postretirement benefit liabilities | 26,137 | 26,442 | ||||||
Other long-term liabilities | 88,817 | 87,182 | ||||||
Shareholders’ equity | ||||||||
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 76,111,414 and 75,519,079 shares, respectively | 15,221 | 15,102 | ||||||
Additional paid-in capital | 23,873 | 7,725 | ||||||
Treasury stock, at cost, 2,978,994 and 2,658,751 shares, respectively | (71,904 | ) | (63,083 | ) | ||||
Retained earnings | 1,226,346 | 1,161,564 | ||||||
Accumulated other comprehensive loss | (69,268 | ) | (69,472 | ) | ||||
Stock held in trust | (3,076 | ) | (2,689 | ) | ||||
Deferred compensation liability | 3,076 | 2,689 | ||||||
Total shareholders’ equity | 1,124,268 | 1,051,836 | ||||||
Total liabilities and shareholders’ equity | $ | 2,023,831 | $ | 2,007,119 |
November 30, | August 31, | |||||||
2012 | 2012 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 68,311 | $ | 68,184 | ||||
Accounts receivable, net | 232,267 | 234,756 | ||||||
Inventories, net | 225,084 | 211,690 | ||||||
Deferred income taxes | 22,785 | 22,583 | ||||||
Prepaid expenses and other current assets | 30,121 | 24,068 | ||||||
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Total current assets | 578,568 | 561,281 | ||||||
Property, plant and equipment | ||||||||
Land, buildings and improvements | 50,796 | 49,866 | ||||||
Machinery and equipment | 252,237 | 242,718 | ||||||
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Gross property, plant and equipment | 303,033 | 292,584 | ||||||
Less: Accumulated depreciation | (185,274 | ) | (176,700 | ) | ||||
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Property, plant and equipment, net | 117,759 | 115,884 | ||||||
Goodwill | 871,698 | 866,412 | ||||||
Other intangibles, net | 440,188 | 445,884 | ||||||
Other long-term assets | 17,243 | 17,658 | ||||||
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Total assets | $ | 2,025,456 | $ | 2,007,119 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Trade accounts payable | $ | 164,665 | $ | 174,746 | ||||
Accrued compensation and benefits | 43,696 | 58,817 | ||||||
Current maturities of debt | 8,750 | 7,500 | ||||||
Income taxes payable | 5,982 | 5,778 | ||||||
Other current liabilities | 66,754 | 72,165 | ||||||
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Total current liabilities | 289,847 | 319,006 | ||||||
Long-term debt | 387,500 | 390,000 | ||||||
Deferred income taxes | 129,951 | 132,653 | ||||||
Pension and postretirement benefit liabilities | 26,233 | 26,442 | ||||||
Other long-term liabilities | 89,927 | 87,182 | ||||||
Shareholders’ equity | ||||||||
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 75,799,085 and 75,519,079 shares, respectively | 15,158 | 15,102 | ||||||
Additional paid-in capital | 16,450 | 7,725 | ||||||
Treasury stock, at cost, 2,917,951 and 2,658,751 shares, respectively | (70,225 | ) | (63,083 | ) | ||||
Retained earnings | 1,197,912 | 1,161,564 | ||||||
Accumulated other comprehensive loss | (57,297 | ) | (69,472 | ) | ||||
Stock held in trust | (2,340 | ) | (2,689 | ) | ||||
Deferred compensation liability | 2,340 | 2,689 | ||||||
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Total shareholders’ equity | 1,101,998 | 1,051,836 | ||||||
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Total liabilities and shareholders’ equity | $ | 2,025,456 | $ | 2,007,119 | ||||
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See accompanying Notes to Condensed Consolidated Financial Statements
Three Months Ended November 30, | ||||||||
2012 | 2011 | |||||||
Operating Activities | ||||||||
Net earnings | $ | 36,343 | $ | 37,174 | ||||
Adjustments to reconcile net earnings to cash provided by operating activities: | ||||||||
Depreciation and amortization | 14,449 | 13,540 | ||||||
Amortization of debt discount and debt issuance costs | 496 | 497 | ||||||
Stock-based compensation expense | 3,477 | 3,543 | ||||||
Benefit for deferred income taxes | (3,156 | ) | (950 | ) | ||||
Other non-cash adjustments | (177 | ) | 58 | |||||
Changes in components of working capital and other: | ||||||||
Accounts receivable | 4,539 | (9,597 | ) | |||||
Inventories | (11,318 | ) | (2,595 | ) | ||||
Prepaid expenses and other assets | (6,143 | ) | (825 | ) | ||||
Trade accounts payable | (11,548 | ) | (2,886 | ) | ||||
Income taxes payable | 1,161 | 1,216 | ||||||
Accrued compensation and benefits | (13,953 | ) | (19,169 | ) | ||||
Other accrued liabilities | (1,895 | ) | 469 | |||||
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Net cash provided by operating activities | 12,275 | 20,475 | ||||||
Investing Activities | ||||||||
Proceeds from sale of property, plant and equipment | 977 | 5,918 | ||||||
Capital expenditures | (7,689 | ) | (5,595 | ) | ||||
Business acquisitions, net of cash acquired | (83 | ) | (290 | ) | ||||
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Net cash (used in) provided by investing activities | (6,795 | ) | 33 | |||||
Financing Activities | ||||||||
Net borrowings on revolver and other debt | — | 4,809 | ||||||
Principal repayments on term loan | (1,250 | ) | — | |||||
Purchase of treasury shares | (7,142 | ) | (20,410 | ) | ||||
Stock option exercises and related tax benefits | 5,473 | 2,782 | ||||||
Cash dividend | (2,911 | ) | (2,748 | ) | ||||
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Net cash used in financing activities | (5,830 | ) | (15,567 | ) | ||||
Effect of exchange rate changes on cash | 477 | (1,043 | ) | |||||
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Net increase in cash and cash equivalents | 127 | 3,898 | ||||||
Cash and cash equivalents – beginning of period | 68,184 | 44,221 | ||||||
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Cash and cash equivalents – end of period | $ | 68,311 | $ | 48,119 | ||||
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Six Months Ended | ||||||||
February 28, 2013 | February 29, 2012 | |||||||
Operating Activities | ||||||||
Net earnings | $ | 64,778 | $ | 69,349 | ||||
Adjustments to reconcile net earnings to cash provided by operating activities: | ||||||||
Depreciation and amortization | 28,898 | 26,610 | ||||||
Amortization of debt discount and debt issuance costs | 992 | 997 | ||||||
Stock-based compensation expense | 7,128 | 6,962 | ||||||
Benefit for deferred income taxes | (6,018 | ) | (2,254 | ) | ||||
Other non-cash adjustments | (172 | ) | (346 | ) | ||||
Changes in components of working capital and other | ||||||||
Accounts receivable | (3,721 | ) | (17,107 | ) | ||||
Inventories | (4,152 | ) | (1,060 | ) | ||||
Prepaid expenses and other assets | (1,204 | ) | (2,137 | ) | ||||
Trade accounts payable | (22,281 | ) | (8,128 | ) | ||||
Income taxes payable | (2,722 | ) | 36 | |||||
Accrued compensation and benefits | (12,427 | ) | (14,098 | ) | ||||
Other accrued liabilities | (8,776 | ) | (6,823 | ) | ||||
Net cash provided by operating activities | 40,323 | 52,001 | ||||||
Investing Activities | ||||||||
Proceeds from sale of property, plant and equipment | 1,177 | 7,775 | ||||||
Capital expenditures | (11,726 | ) | (10,452 | ) | ||||
Business acquisitions, net of cash acquired | (1,433 | ) | (18,907 | ) | ||||
Net cash used in investing activities | (11,982 | ) | (21,584 | ) | ||||
Financing Activities | ||||||||
Net borrowings on revolver and other debt | — | (167 | ) | |||||
Principal repayments on term loan | (2,500 | ) | — | |||||
Purchase of treasury shares | (8,821 | ) | (20,410 | ) | ||||
Stock option exercises and related tax benefits | 10,772 | 5,507 | ||||||
Cash dividend | (2,911 | ) | (2,748 | ) | ||||
Net cash used in financing activities | (3,460 | ) | (17,818 | ) | ||||
Effect of exchange rate changes on cash | (2,242 | ) | 1,625 | |||||
Net increase in cash and cash equivalents | 22,639 | 14,224 | ||||||
Cash and cash equivalents – beginning of period | 68,184 | 44,221 | ||||||
Cash and cash equivalents – end of period | $ | 90,823 | $ | 58,445 |
2013 $0.1 million and $0.7 million for the six months ended February 28, 2013 and February 29, 2012, respectively, related to various business acquisition activities. During the second quarter of fiscal 2013, the Company also paid $1.3 million of deferred purchase price consideration for acquisitions completed in previous periods. The Company completed three business acquisitions during fiscal 2012. All of the acquisitions resulted in the recognition of goodwill in the Company’s consolidated financial statements because the purchase prices reflect the future earnings and cash flow potential of these companies, as well as the complementary strategic fit and resulting synergies these businesses Net sales As reported Pro forma Net earnings As reported Pro forma Basic earnings per share As reported Pro forma Diluted earnings per share As reported Pro forma Balance as of August 31, 2012 Purchase accounting adjustments Impact of changes in foreign currency rates Balance as of November 30, 2012 Amortizable intangible assets: Customer relationships Patents Trademarks and tradenames Non-compete agreements and other Indefinite lived intangible assets: Tradenames Beginning balances Purchase accounting adjustment Provision for warranties Warranty payments and costs incurred Impact of changes in foreign currency rates Ending balances Senior Credit Facility Revolver Term Loan 5.625% Senior Notes Total Senior Indebtedness Less: current maturities of long-term debt Total long-term debt Level 1 Valuation: Cash equivalents Investments Level 2 Valuation: Foreign currency derivatives Numerator: Net earnings from continuing operations Plus: 2% Convertible Notes financing costs, net of taxes Net earnings for diluted earnings per share Denominator: Weighted average common shares outstanding for basic earnings per share Net effect of dilutive securities—equity based compensation plans Net effect of 2% Convertible Notes based on the if-converted method Weighted average common and equivalent shares outstanding for diluted earnings per share Basic Earnings Per Share: Diluted Earnings Per Share: The effective income tax rate was losses and discrete items. Income tax expense for the second quarter of fiscal 2013 included discrete period income tax benefits related to changes in tax laws and the reinstatement of the U.S. federal research and development tax credit (collectively Net Sales by Segment: Industrial Energy Electrical Engineered Solutions Net Sales by Reportable Product Line: Industrial Energy Electrical Vehicle Systems Other Operating Profit: Industrial Energy Electrical Engineered Solutions General Corporate Assets: Industrial Energy Electrical Engineered Solutions General Corporate Net sales Cost of products sold Gross profit Selling, administrative and engineering expenses Amortization of intangible assets Operating profit Financing costs, net Intercompany expense (income), net Other expense (income), net Earnings before income tax expense Income tax expense Net earnings before equity in earnings of subsidiaries Equity in earnings of subsidiaries Net earnings Comprehensive income Net sales Cost of products sold Gross profit Selling, administrative and engineering expenses Amortization of intangible assets Operating profit Financing costs, net Intercompany expense (income), net Other expense, net Earnings before income tax expense Income tax expense Net earnings before equity in earnings of subsidiaries Equity in earnings (loss) of subsidiaries Net earnings Comprehensive income ASSETS Current assets Property, plant & equipment, net Goodwill Other intangibles, net Investment in subsidiaries Intercompany receivable Other long-term assets Total assets LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Long-term debt Deferred income taxes Pension and post-retirement benefit liabilities Other long-term liabilities Intercompany payable Shareholders’ equity Total liabilities and shareholders’ equity ASSETS Current assets Property, plant & equipment, net Goodwill Other intangibles, net Investment in subsidiaries Intercompany receivable Other long-term assets Total assets LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Long-term debt Deferred income taxes Pension and post-retirement benefit liabilities Other long-term liabilities Intercompany payable Shareholders’ equity Total liabilities and shareholders’ equity Operating Activities Net cash provided by (used in) operating activities Investing Activities Proceeds from sale of property, plant and equipment Capital expenditures Business acquisitions, net of cash acquired Cash provided by (used in) investing activities Financing Activities Principal repayment of term loans Intercompany loan activity Purchase of treasury shares Stock option exercises, related tax benefits and other Cash dividend Cash provided by (used in) financing activities Effect of exchange rate changes on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents—beginning of period Cash and cash equivalents—end of period Operating Activities Net cash provided by (used in) operating activities Investing Activities Proceeds from sale of property, plant and equipment Capital expenditures Business acquistitions, net of cash acquired Cash (used in) provided by investing activities Financing Activities Net borrowings on revolver and other debt Intercompany loan activity Purchase of treasury shares Stock option exercises and related tax benefits Cash dividend Cash (used in) provided by financing activities Effect of exchange rate changes on cash Net (decrease) increase in cash and cash equivalents Cash and cash equivalents—beginning of period Cash and cash equivalents—end of period Business Segment Acquisition Date CrossControl AB Turotest Medidores Ltda Jeyco Pty Ltd Net sales Cost of products sold Gross profit Selling, administrative and engineering Amortization of intangible assets Operating profit Financing costs, net Other expense, net Earnings before income tax expense Income tax expense Net earnings Net sales Operating profit Operating profit % Net sales Operating profit Operating profit % product mix and lower incentive compensation costs. Net sales Operating profit Operating profit % during the first half of fiscal 2013. Net sales Operating profit Operating profit % compensation. See Note 10, "Income Taxes" for further information. Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Effect of exchange rates on cash Net increase in cash and cash equivalents were Accounts receivable, net Inventory, net Accounts payable Net primary working capital Our Senior Credit Facility, which matures on February 23, 2016, includes a September 1 to September 30, 2012 October 1 to October 31, 2012 November 1 to November 30, 2012 Total November 30, 2012February 28, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2013.shouldare expected to bring to existing operations. The Company incurred acquisition transaction costs of $0.1 million and $0.3 million for the three months ended November 30, 2012 and 2011, respectively, related to various business acquisition activities.$40.6$40.6 million of cash, plus potential contingent consideration. CrossControl, headquartered in Sweden, provides advanced electronic solutions for user-machine interaction, vehicle control and mobile connectivity in critical environments. On March 28, 2012 the Company acquired the stock of Turotest Medidores Ltda (“Turotest”) for $8.1$8.1 million of cash and $5.3$5.3 million of deferred purchase price. Turotest, headquartered in Brazil, designs and manufactures instrument panels and gauges servingfor the Brazilian agriculture and industrial markets.$20.7$20.7 million of cash. This Cortland (Energy segment) tuck-in acquisition, designs and provides specialized mooring, rigging and towing systems and services to the offshore oil & gas industry in Australia and other international markets. Additionally, Jeyco’s products are used in a variety of applications for other markets including cyclone mooring and marine, defense and mining tow systems.$40.4$40.7 million of goodwill (which is not deductible for tax purposes) and $32.8$32.8 million of intangible assets, including $24.2$24.2 million of customer relationships, $5.7$5.7 million of tradenames, $2.2$2.2 million of technologies and $0.7$0.7 million of non-compete agreements.November 30,February 28, 2013 and February 29, 2012 and 2011,, give effect to these acquisitions as though the transactions and related financing activities had occurred on September 1, 2011 (in thousands, except per share amounts): Three Months Ended
November 30, 2012 2011 $ 377,248 $ 392,799 377,248 415,787 $ 36,343 $ 37,174 36,502 40,097 $ 0.50 $ 0.54 0.50 0.59 $ 0.49 $ 0.50 0.49 0.54 Three Months Ended Six Months Ended February 28,
2013 February 29,
2012 February 28,
2013 February 29,
2012Net sales As reported $ 370,370 $ 378,024 $ 747,618 $ 770,823 Pro forma 370,370 395,154 747,618 810,941 Net earnings As reported $ 28,435 $ 32,175 $ 64,778 $ 69,349 Pro forma 28,508 32,695 65,010 72,785 Basic earnings per share As reported $ 0.39 $ 0.47 $ 0.89 $ 1.02 Pro forma 0.39 0.48 0.89 1.07 Diluted earnings per share As reported $ 0.38 $ 0.43 $ 0.87 $ 0.94 Pro forma 0.38 0.44 0.87 0.98 includingto reduce costs through workforce reductions, plant consolidations, to reduce manufacturing overhead, the continued movement of production and product sourcing to low cost countries and the centralization of certain selling and administrative functions. Restructuring costs were $0.7$1.0 million and $0.5$1.7 million for the three and six months ended November 30,February 28, 2013, respectively and $0.9 million and $1.4 million for the three and six months ended February 29, 2012 and 2011,, respectively. The restructuring reserve at November 30, 2012February 28, 2013 and August 31, 2012 was $2.3$1.7 million and $2.9$2.9 million, respectively. The remaining restructuring related severance will be paid during the next twelve months, while facility consolidation costs (primarily reserves for future lease payments for vacated facilities) will be paid over the underlying lease terms.threesix months ended November 30, 2012February 28, 2013 are as follows (in thousands): Industrial Energy Electrical Engineered
Solutions Total $ 81,404 $ 259,521 $ 213,870 $ 311,617 $ 866,412 — — — 87 87 1,044 2,020 777 1,358 5,199 $ 82,448 $ 261,541 $ 214,647 $ 313,062 $ 871,698 Industrial Energy Electrical Total Balance as of August 31, 2012 $ 81,404 $ 259,521 $ 213,870 $ 311,617 $ 866,412 Purchase accounting adjustments — 117 — 522 639 Impact of changes in foreign currency rates 1,020 (4,645 ) 918 2,341 (366 ) Balance as of February 28, 2013 $ 82,424 $ 254,993 $ 214,788 $ 314,480 $ 866,685 Weighted November 30, 2012 August 31, 2012 Average Gross Net Gross Net Amortization Carrying Accumulated Book Carrying Accumulated Book Period (Years) Value Amortization Value Value Amortization Value 15 $ 349,873 $ 100,296 $ 249,577 $ 347,739 $ 93,768 $ 253,971 13 53,042 35,865 17,177 52,851 34,842 18,009 19 43,690 9,357 34,333 43,820 8,670 35,150 4 7,734 6,590 1,144 7,677 6,316 1,361 N/A 137,957 — 137,957 137,393 — 137,393 $ 592,296 $ 152,108 $ 440,188 $ 589,480 $ 143,596 $ 445,884 February 28, 2013 August 31, 2012 Amortizable intangible assets: Customer relationships 15 $ 347,474 $ 104,772 $ 242,702 $ 347,739 $ 93,768 $ 253,971 Patents 13 52,655 36,292 16,363 52,851 34,842 18,009 Trademarks and tradenames 19 43,853 9,959 33,894 43,820 8,670 35,150 Non-compete agreements and other 4 7,600 6,678 922 7,677 6,316 1,361 Indefinite lived intangible assets: Tradenames N/A 136,946 — 136,946 137,393 — 137,393 $ 588,528 $ 157,701 $ 430,827 $ 589,480 $ 143,596 $ 445,884 $7.9$7.6 million and $7.2$15.5 million for the three and six months ended November 30,February 28, 2013, respectively and $7.1 million and $14.3 million for the three and six months ended February 29, 2012 and 2011,, respectively. The Company estimates that amortization expense will be approximately $22.0$14.3 million for the remainder of fiscal 2013.2013. Amortization expense for future years is estimated to be as follows: $28.1$28.1 million in fiscal 2014 $28.0, $28.0 million in 2015 $27.9, $27.8 million in fiscal 2016 $26.7, $26.6 million in fiscal 2017 $26.3, $26.2 million in fiscal 2018 and $143.2$142.9 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.threesix months ended November 30, 2011,February 29, 2012, the warranty reserve was reduced by $5.7$7.7 million, the result of a purchase accounting adjustment to Mastervolt’s initial estimated warranty reserve. 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 (in thousands): Three Months Ended
November 30, 2012 2011 $ 12,869 $ 23,707 — (5,719 ) 2,417 2,491 (3,096 ) (2,903 ) 271 (1,109 ) $ 12,461 $ 16,467 Six Months Ended February 28,
2013 February 29,
2012Beginning balances $ 12,869 $ 23,707 Purchase accounting adjustments — (7,726 ) Warranty reserves of acquired businesses — 43 Provision for warranties 4,220 5,393 Warranty payments and costs incurred (5,659 ) (5,640 ) Impact of changes in foreign currency rates 320 (1,109 ) Ending balances $ 11,750 $ 14,668 November 30,
2012 August 31,
2012 $ — $ — 96,250 97,500 96,250 97,500 300,000 300,000 396,250 397,500 (8,750 ) (7,500 ) $ 387,500 $ 390,000 February 28,
2013 August 31,
2012Senior Credit Facility Revolver $ — $ — Term Loan 95,000 97,500 95,000 97,500 5.625% Senior Notes 300,000 300,000 Total Senior Indebtedness 395,000 397,500 Less: current maturities of long-term debt (10,000 ) (7,500 ) Total long-term debt $ 385,000 $ 390,000 $600$600 million revolving credit facility, a $100$100 million term loan and a $300$300 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, depending on the Company’s leverage ratio, ranging from 1.25% to 2.50% in the case of loans bearing interest at LIBOR and from 0.25% to 1.50% in the case of loans bearing interest at the base rate. At November 30, 2012,February 28, 2013, the borrowing spread on LIBOR based borrowings was 1.5%1.25% (aggregating 1.75%1.50% on the outstanding term loan). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.2% to 0.4% per annum. At November 30, 2012February 28, 2013 the available and unused credit line under the revolver was $596.3 million.$596.4 million. Quarterly principal payments of $1.25$1.25 million began on the $100$100 million term loan on March 31, 2012, increasing to $2.5$2.5 million per quarter beginning on March 31, 2013, 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 3.75:3.75:1 and a minimum fixed charge coverage ratio of 1.50:1.50:1. The Company was in compliance with all debt covenants at November 30, 2012.February 28, 2013.$300$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. The Company utilized the net proceeds from this issuance to fund the repurchase of all its then outstanding $250$250 million of 6.875% Senior Notes due 2017 at a cost of 104%, or $260.4 million.$260.4 million.$117.6$117.6 million of 2% Convertible Notes for cash at par. As a result of the call notice, substantially all of the holders of the 2% Convertible Notes converted them into newly issued shares of the Company’s Class A common stock, at a conversion rate of 50.6554 shares per $1,000 of principal amount (resulting in the issuance of 5,951,440 shares of common stock) while the remaining $0.1$0.1 million of 2% Convertible Notes were repurchased for cash. November 30,
2012 August 31,
2012 $ 1,158 $ 5,154 1,602 1,602 $ 576 $ 945 February 28,
2013 August 31,
2012Level 1 Valuation: Cash equivalents $ 1,132 $ 5,154 Investments 1,714 1,602 Level 2 Valuation: Foreign currency derivatives $ (517 ) $ 945 ($($40.0 million)million) and tradename ($($13.6 million)million) were written down to estimated fair value, resulting in a non-cash impairment charge of $62.5 million.$62.5 million. In order to arrive at the implied fair value of goodwill, the Company assigned the fair value to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. The tradename was valued using the relief of royalty income approach. These represent Level 3 assets measured at fair value on a nonrecurring basis.November 30, 2012February 28, 2013 and August 31, 2012 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$300 million of 5.625% Senior Notes was $310.5$308.3 million and $309.8$309.8 million at November 30, 2012February 28, 2013 and August 31, 2012, 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.8.9. Earnings Per Share Three Months Ended
November 30, 2012 2011 $ 36,343 $ 37,174 — 511 $ 36,343 $ 37,685 72,791 68,421 1,480 764 — 5,957 74,271 75,142 $ 0.50 $ 0.54 $ 0.49 $ 0.50 At November 30, 2012 and 2011, outstanding share based awards to acquire 789,000 and 3,856,000 shares of common stock were not included in the Company’s computation of earnings per share because the effect would have been anti-dilutive. Three Months Ended Six Months Ended February 28,
2013 February 29,
2012 February 28,
2013 February 29,
2012Numerator: Net earnings $ 28,435 $ 32,175 $ 64,778 $ 69,349 Plus: 2% Convertible Notes financing costs, net of taxes — 383 — 893 Net earnings for diluted earnings per share $ 28,435 $ 32,558 $ 64,778 $ 70,242 Denominator: Weighted average common shares outstanding for basic earnings per share 72,946 68,064 72,869 68,242 Net effect of dilutive securities—equity based compensation plans 1,470 1,084 1,474 925 Net effect of 2% Convertible Notes based on the if-converted method — 5,957 — 5,957 Weighted average common and equivalent shares outstanding for diluted earnings per share 74,416 75,105 74,343 75,124 Basic Earnings Per Share: $ 0.39 $ 0.47 $ 0.89 $ 1.02 Diluted Earnings Per Share: $ 0.38 $ 0.43 $ 0.87 $ 0.94 Anti-dilutive securities-equity based compensation plans (excluded from earnings per share calculation) 759 2,175 774 3,016 9.10. Income TaxesCompany’sCompany'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. Federalfederal statutory rate, permanent items, state tax rates and the ability to utilize various tax credits and net operating loss carryforwards. 18.5%23.1%19.4% for the three and six months ended November 30, 2012February 28, 2013, respectively, and 2011, respectively.23.0% and 23.1% for the comparable prior year periods. The decrease in the effective tax rate for the three months ended November 30, 2012, relative to the prior year, reflects the benefits of tax minimization planning, increased foreign tax credits, and the utilization of net operating losses.$24.6$24.6 million at August 31, 2012 to $25.3$24.7 million at November 30, 2012.February 28, 2013. Substantially all of these unrecognized tax benefits, if recognized, would reduce the effective income tax rate. In addition, as of November 30, 2012February 28, 2013 and August 31, 2012, the Company had liabilities totaling $4.8$4.7 million and $4.5$4.5 million, respectively, for the payment of interest and penalties related to its unrecognized tax benefits.10.11. Segment Information Three Months Ended
November 30, 2012 2011 $ 101,122 $ 100,253 90,769 80,421 69,439 82,833 115,918 129,292 $ 377,248 $ 392,799 $ 101,122 $ 100,253 90,769 80,421 69,439 82,833 61,187 76,363 54,731 52,929 $ 377,248 $ 392,799 $ 27,006 $ 27,934 15,387 13,217 7,828 4,977 7,625 18,999 (6,544 ) (7,846 ) $ 51,302 $ 57,281 November 30,
2012 August 31,
2012 $ 271,607 $ 268,735 545,760 540,409 444,780 437,914 671,372 667,550 91,937 92,511 $ 2,025,456 $ 2,007,119 Three Months Ended Six Months Ended February 28,
2013February 29,
2012 February 28,
2013 February 29,
2012Net Sales by Segment: Industrial $ 98,999 $ 98,342 $ 200,121 $ 198,595 Energy 80,794 78,937 171,563 159,358 Electrical 69,902 77,105 139,341 159,938 Engineered Solutions 120,675 123,640 236,593 252,932 $ 370,370 $ 378,024 $ 747,618 $ 770,823 Net Sales by Reportable Product Line: Industrial $ 98,999 $ 98,342 $ 200,121 $ 198,595 Energy 80,794 78,937 171,563 159,358 Electrical 69,902 77,105 139,341 159,938 Vehicle Systems 59,675 68,916 120,862 145,280 Other 61,000 54,724 115,731 107,652 $ 370,370 $ 378,024 $ 747,618 $ 770,823 Operating Profit: Industrial $ 26,350 $ 26,691 $ 53,356 $ 54,624 Energy 9,677 11,632 25,064 24,849 Electrical 5,072 5,801 12,900 10,778 Engineered Solutions 8,275 13,281 15,900 32,280 General Corporate (7,430 ) (7,949 ) (13,974 ) (15,794 ) $ 41,944 $ 49,456 $ 93,246 $ 106,737 February 28,
2013 August 31,
2012Assets: Industrial $ 272,791 $ 268,735 Energy 534,279 540,409 Electrical 443,474 437,914 Engineered Solutions 672,836 667,550 General Corporate 100,451 92,511 $ 2,023,831 $ 2,007,119 11.12. Contingencies and Litigation$10.9$10.8 million and $8.5$8.5 million at November 30, 2012February 28, 2013 and August 31, 2012, respectively, the majority of which secure self-insured workers compensation liabilities.$12.0$12.2 million at November 30, 2012.February 28, 2013.12.13. Guarantor Subsidiaries$300$300.0 million of 5.625% Senior Notes. All of our 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. Three Months Ended November 30, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated $ 45,838 $ 124,117 $ 207,293 $ — $ 377,248 12,408 87,868 129,986 — 230,262 33,430 36,249 77,307 — 146,986 17,453 25,040 45,337 — 87,830 321 3,449 4,084 — 7,854 15,656 7,760 27,886 — 51,302 6,358 5 (41 ) — 6,322 (7,270 ) 1,955 5,315 — — (364 ) (316 ) 1,044 — 364 16,932 6,116 21,568 — 44,616 3,140 1,134 3,999 — 8,273 13,792 4,982 17,569 — 36,343 22,551 17,899 1,024 (41,474 ) — $ 36,343 $ 22,881 $ 18,593 $ (41,474 ) $ 36,343 $ 48,518 $ 28,858 $ 26,019 $ (54,877 ) $ 48,518 Three Months Ended November 30, 2011 Parent Guarantors Non-Guarantors Eliminations Consolidated $ 48,520 $ 136,441 $ 207,838 $ — $ 392,799 15,279 94,632 130,280 — 240,191 33,241 41,809 77,558 — 152,608 20,666 26,262 41,181 — 88,109 335 3,420 3,463 — 7,218 12,240 12,127 32,914 — 57,281 8,237 3 (18 ) — 8,222 (7,491 ) 566 6,925 — — 193 344 120 — 657 11,301 11,214 25,887 — 48,402 2,622 2,601 6,005 — 11,228 8,679 8,613 19,882 — 37,174 28,495 16,794 (488 ) (44,801 ) — $ 37,174 $ 25,407 $ 19,394 $ (44,801 ) $ 37,174 $ 4,788 $ 8,339 $ 11,321 $ (19,660 ) $ 4,788 Three Months Ended February 28, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 47,407 $ 121,600 $ 201,363 $ — $ 370,370 Cost of products sold 14,938 87,004 128,869 — 230,811 Gross profit 32,469 34,596 72,494 — 139,559 Selling, administrative and engineering expenses 18,527 24,376 47,074 — 89,977 Amortization of intangible assets 318 3,282 4,038 — 7,638 Operating profit 13,624 6,938 21,382 — 41,944 Financing costs, net 6,409 1 (150 ) — 6,260 Intercompany expense (income), net (4,651 ) (876 ) 5,527 — — Other expense (income), net (383 ) (53 ) 400 — (36 ) Earnings before income tax expense 12,249 7,866 15,605 — 35,720 Income tax expense 2,498 1,604 3,183 — 7,285 Net earnings before equity in earnings of subsidiaries 9,751 6,262 12,422 — 28,435 Equity in earnings of subsidiaries 18,684 10,765 (589 ) (28,860 ) — Net earnings $ 28,435 $ 17,027 $ 11,833 $ (28,860 ) $ 28,435 Comprehensive income $ 16,464 $ 4,840 $ 12,009 $ (16,849 ) $ 16,464 Three Months Ended February 29, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 49,514 $ 137,431 $ 191,079 $ — $ 378,024 Cost of products sold 17,114 97,651 121,967 — 236,732 Gross profit 32,400 39,780 69,112 — 141,292 Selling, administrative and engineering expenses 19,660 26,612 38,491 — 84,763 Amortization of intangible assets 335 3,411 3,327 — 7,073 Operating profit 12,405 9,757 27,294 — 49,456 Financing costs, net 8,035 5 (219 ) — 7,821 Intercompany expense (income), net (8,682 ) 1,733 6,949 — — Other expense (income), net 822 1,330 (2,323 ) — (171 ) Earnings before income tax expense 12,230 6,689 22,887 — 41,806 Income tax expense 2,818 1,541 5,272 — 9,631 Net earnings before equity in earnings of subsidiaries 9,412 5,148 17,615 — 32,175 Equity in earnings of subsidiaries 22,763 17,819 1,926 (42,508 ) — Net earnings $ 32,175 $ 22,967 $ 19,541 $ (42,508 ) $ 32,175 Comprehensive income $ 35,937 $ 24,589 $ 22,041 $ (46,630 ) $ 35,937 Six Months Ended February 28, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 93,245 $ 245,717 $ 408,656 $ — $ 747,618 Cost of products sold 27,346 174,872 258,855 — 461,073 Gross profit 65,899 70,845 149,801 — 286,545 Selling, administrative and engineering expenses 35,980 49,416 92,411 — 177,807 Amortization of intangible assets 639 6,731 8,122 — 15,492 Operating profit 29,280 14,698 49,268 — 93,246 Financing costs, net 12,767 6 (191 ) — 12,582 Intercompany expense (income), net (11,921 ) 1,079 10,842 — — Other expense, net (747 ) (369 ) 1,444 — 328 Earnings before income tax expense 29,181 13,982 37,173 — 80,336 Income tax expense 5,638 2,738 7,182 — 15,558 Net earnings before equity in earnings of subsidiaries 23,543 11,244 29,991 — 64,778 Equity in earnings of subsidiaries 41,235 28,664 435 (70,334 ) — Net earnings $ 64,778 $ 39,908 $ 30,426 $ (70,334 ) $ 64,778 Comprehensive income $ 64,982 $ 33,698 $ 38,028 $ (71,726 ) $ 64,982 Six Months Ended February 29, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 98,034 $ 273,872 $ 398,917 $ — $ 770,823 Cost of products sold 32,393 192,283 252,247 — 476,923 Gross profit 65,641 81,589 146,670 — 293,900 Selling, administrative and engineering expenses 40,326 52,874 79,672 — 172,872 Amortization of intangible assets 670 6,831 6,790 — 14,291 Operating profit 24,645 21,884 60,208 — 106,737 Financing costs, net 16,272 8 (237 ) — 16,043 Intercompany expense (income), net (16,173 ) 2,299 13,874 — — Other expense (income), net 1,015 1,674 (2,203 ) — 486 Earnings before income tax expense 23,531 17,903 48,774 — 90,208 Income tax expense 5,440 4,142 11,277 — 20,859 Net earnings before equity in earnings of subsidiaries 18,091 13,761 37,497 — 69,349 Equity in earnings of subsidiaries 51,258 34,613 1,438 (87,309 ) — Net earnings $ 69,349 $ 48,374 $ 38,935 $ (87,309 ) $ 69,349 Comprehensive income $ 40,725 $ 32,928 $ 33,362 $ (66,290 ) $ 40,725 November 30, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated $ 73,934 $ 152,380 $ 352,254 $ — $ 578,568 6,890 31,077 79,792 — 117,759 62,543 432,464 376,691 — 871,698 14,201 202,745 223,242 — 440,188 1,919,244 265,560 92,319 (2,277,123 ) — — 425,309 301,844 (727,153 ) — 11,835 22 5,386 — 17,243 $ 2,088,647 $ 1,509,557 $ 1,431,528 $ (3,004,276 ) $ 2,025,456 $ 61,673 $ 54,539 $ 173,635 $ — $ 289,847 387,500 — — — 387,500 88,353 — 41,598 — 129,951 22,253 — 3,980 — 26,233 62,308 525 27,094 — 89,927 364,562 — 362,591 (727,153 ) — 1,101,998 1,454,493 822,630 (2,277,123 ) 1,101,998 $ 2,088,647 $ 1,509,557 $ 1,431,528 $ (3,004,276 ) $ 2,025,456 August 31, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated $ 88,559 $ 151,168 $ 321,554 $ — $ 561,281 6,944 31,818 77,122 — 115,884 62,543 433,193 370,676 — 866,412 14,522 206,194 225,168 — 445,884 1,886,478 250,738 90,770 (2,227,986 ) — — 418,253 307,282 (725,535 ) — 12,297 22 5,339 — 17,658 $ 2,071,343 $ 1,491,386 $ 1,397,911 $ (2,953,521 ) $ 2,007,119 $ 76,686 $ 63,105 $ 179,215 $ — $ 319,006 390,000 — — — 390,000 91,604 — 41,049 — 132,653 22,500 — 3,942 — 26,442 59,929 620 26,633 — 87,182 378,788 — 346,747 (725,535 ) — 1,051,836 1,427,661 800,325 (2,227,986 ) 1,051,836 $ 2,071,343 $ 1,491,386 $ 1,397,911 $ (2,953,521 ) $ 2,007,119 February 28, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 5,721 $ — $ 85,102 $ — $ 90,823 Accounts receivable, net 19,233 71,033 148,335 — 238,601 Inventories, net 29,981 78,581 108,978 — 217,540 Deferred income taxes 18,827 — 4,777 — 23,604 Other current assets 7,616 1,585 15,661 — 24,862 Total current assets 81,378 151,199 362,853 — 595,430 Property, plant & equipment, net 6,659 29,709 77,756 — 114,124 Goodwill 62,543 432,751 371,391 — 866,685 Other intangibles, net 13,883 199,463 217,481 — 430,827 Investment in subsidiaries 1,927,053 268,708 91,270 (2,287,031 ) — Intercompany receivable — 425,574 295,365 (720,939 ) — Other long-term assets 11,460 22 5,283 — 16,765 Total assets $ 2,102,976 $ 1,507,426 $ 1,421,399 $ (3,007,970 ) $ 2,023,831 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 16,738 $ 37,731 $ 99,345 $ — $ 153,814 Accrued compensation and benefits 13,161 5,288 26,848 — 45,297 Current maturities of debt 10,000 — — — 10,000 Income taxes payable 3,688 — (836 ) — 2,852 Other current liabilities 13,910 10,325 34,331 — 58,566 Total current liabilities 57,497 53,344 159,688 — 270,529 Long-term debt 385,000 — — — 385,000 Deferred income taxes 88,773 — 40,307 — 129,080 Pension and postretirement benefit liabilities 22,195 — 3,942 — 26,137 Other long-term liabilities 61,590 475 26,752 — 88,817 Intercompany payable 363,653 — 357,286 (720,939 ) — Shareholders’ equity 1,124,268 1,453,607 833,424 (2,287,031 ) 1,124,268 Total liabilities and shareholders’ equity $ 2,102,976 $ 1,507,426 $ 1,421,399 $ (3,007,970 ) $ 2,023,831 August 31, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 12,401 $ 91 $ 55,692 $ — $ 68,184 Accounts receivable, net 20,401 74,006 140,349 — 234,756 Inventories, net 29,658 75,905 106,127 — 211,690 Deferred income taxes 17,942 — 4,641 — 22,583 Other current assets 8,157 1,166 14,745 — 24,068 Total current assets 88,559 151,168 321,554 — 561,281 Property, plant & equipment, net 6,944 31,818 77,122 — 115,884 Goodwill 62,543 433,193 370,676 — 866,412 Other intangibles, net 14,522 206,194 225,168 — 445,884 Investment in subsidiaries 1,886,478 250,738 90,770 (2,227,986 ) — Intercompany receivable — 418,253 307,282 (725,535 ) — Other long-term assets 12,297 22 5,339 — 17,658 Total assets $ 2,071,343 $ 1,491,386 $ 1,397,911 $ (2,953,521 ) $ 2,007,119 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 21,722 $ 44,893 $ 108,131 $ — $ 174,746 Accrued compensation and benefits 23,459 6,646 28,712 — 58,817 Current maturities of debt 7,500 — — — 7,500 Income taxes payable 3,129 — 2,649 — 5,778 Other current liabilities 20,876 11,566 39,723 — 72,165 Total current liabilities 76,686 63,105 179,215 — 319,006 Long-term debt 390,000 — — — 390,000 Deferred income taxes 91,604 — 41,049 — 132,653 Pension and postretirement benefit liabilities 22,500 — 3,942 — 26,442 Other long-term liabilities 59,929 620 26,633 — 87,182 Intercompany payable 378,788 — 346,747 (725,535 ) — Shareholders’ equity 1,051,836 1,427,661 800,325 (2,227,986 ) 1,051,836 Total liabilities and shareholders’ equity $ 2,071,343 $ 1,491,386 $ 1,397,911 $ (2,953,521 ) $ 2,007,119 Three Months Ended November 30, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated $ (658 ) $ 4,779 $ 8,154 $ — $ 12,275 571 14 392 — 977 (399 ) (1,291 ) (5,999 ) — (7,689 ) — — (83 ) — (83 ) 172 (1,277 ) (5,690 ) — (6,795 ) (1,250 ) — — — (1,250 ) (4,991 ) (3,593 ) 8,584 — — (7,142 ) — — — (7,142 ) 5,473 — — — 5,473 (2,911 ) — — — (2,911 ) (10,821 ) (3,593 ) 8,584 — (5,830 ) — — 477 — 477 (11,307 ) (91 ) 11,525 — 127 12,401 91 55,692 — 68,184 $ 1,094 $ — $ 67,217 $ — $ 68,311 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 (1,350 ) — (83 ) — (1,433 ) Cash used in investing activities (1,456 ) (1,940 ) (8,586 ) — (11,982 ) Financing Activities Principal repayments on term loan (2,500 ) — — — (2,500 ) Intercompany loan activity (7,370 ) (7,064 ) 14,434 — — Purchase of treasury shares (8,821 ) — — — (8,821 ) Stock option exercises, related tax benefits and other 10,772 — — — 10,772 Cash dividend (2,911 ) — — — (2,911 ) Cash provided by (used in) financing activities (10,830 ) (7,064 ) 14,434 — (3,460 ) Effect of exchange rate changes on cash — — (2,242 ) — (2,242 ) Net increase (decrease) 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 Three Months Ended November 30, 2011 Parent Guarantors Non-Guarantors Eliminations Consolidated $ (10,089 ) $ 7,121 $ 23,443 $ — $ 20,475 — 68 5,850 — 5,918 (2,206 ) (571 ) (2,818 ) — (5,595 ) (290 ) — — — (290 ) (2,496 ) (503 ) 3,032 — 33 4,700 — 109 — 4,809 28,060 (6,618 ) (21,442 ) — — (20,410 ) — — — (20,410 ) 2,782 �� — — — 2,782 (2,748 ) — — — (2,748 ) 12,384 (6,618 ) (21,333 ) — (15,567 ) — — (1,043 ) — (1,043 ) (201 ) — 4,099 — 3,898 872 — 43,349 — 44,221 $ 671 $ — $ 47,448 $ — $ 48,119 Six Months Ended February 29, 2012 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ (495 ) $ 12,656 $ 39,840 $ — $ 52,001 Investing Activities Proceeds from sale of property, plant and equipment 1,541 113 6,121 — 7,775 Capital expenditures (3,142 ) (1,699 ) (5,611 ) — (10,452 ) Business acquisitions, net of cash acquired (290 ) — (18,617 ) — (18,907 ) Cash (used in) provided by investing activities (1,891 ) (1,586 ) (18,107 ) — (21,584 ) Financing Activities Net borrowings on revolving credit facilities 10 — (177 ) — (167 ) Intercompany loan activity 24,565 (11,070 ) (13,495 ) — — Purchase of treasury shares (20,410 ) — — — (20,410 ) Stock option exercises and related tax benefits 5,507 — — — 5,507 Cash dividend (2,748 ) — — — (2,748 ) Cash (used in) provided by financing activities 6,924 (11,070 ) (13,672 ) — (17,818 ) Effect of exchange rate changes on cash — — 1,625 — 1,625 Net (decrease) increase in cash and cash equivalents 4,538 — 9,686 — 14,224 Cash and cash equivalents—beginning of period 872 — 43,349 — 44,221 Cash and cash equivalents—end of period $ 5,410 $ — $ 53,035 $ — $ 58,445 drive cost reductions, develop additional cross-selling opportunities, and deepen customer relationships.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.for the three months ended November 30, 2012 to the prior year period has been impacted by acquisitions changes in foreign currency translation rates and the generally weaker economic conditions that existedhave persisted in the end markets we serve. Listed below are the significant acquisitions completed since September 1, 2011. Engineered Solutions July 2012 Engineered Solutions March 2012 Energy February 2012 quarterhalf of fiscal 2013 has, coupled with the recent weakening of the British Pound, have unfavorably impacted our operating results due to the translation of non-U.S. dollar denominated results.Global economicOverall,Our results of operations for the three months ended November 30, 2012first half of fiscal 2013 reflect a negative lower sales excluding the impact of acquisitions and changes in foreign exchange rates ("core sales trend assales"), the result of the European recession, a weaker solar market, inventory destocking by OEMs inoriginal equipment manufacturers ("OEM"), construction equipment and off-highway customers and general economic weakness. We continue to focus on taking the Engineered Solutions segment and a significantly weaker European solar market in the Electrical segment have lead to double digit core sales declines in both segments. However, our two most profitable segments, Industrial and Energy continued to generate positive core sales growth, as a result of maintenance demand in oil & gas, power generation and industrial markets. In response to the overall economic slow-down, we are taking variousappropriate actions to lowerbest align our cost structure with end market demand including headcount reductions in workforce,and the consolidation of facilities and management, as well as product sourcing initiatives. Our priorities during the remaindermanagement.millions)millions, except per share amounts): Three Months Ended November 30, 2012 2011 $ 377 100 % $ 393 100 % 230 61 % 240 61 % 147 39 % 153 39 % 88 23 % 88 22 % 8 2 % 7 2 % 51 14 % 57 15 % 6 2 % 8 2 % 1 0 % 1 0 % 44 12 % 48 12 % 8 2 % 11 3 % $ 36 10 % $ 37 9 % Fiscal 2013 first quarter consolidated net Three Months Ended Six Months Ended February 28,
2013 February 29,
2012 February 28,
2013 February 29,
2012 Net sales $ 370 100 % $ 378 100 % $ 748 100 % $ 771 100 % Cost of products sold 231 62 % 237 63 % 461 62 % 477 62 % Gross profit 139 38 % 141 37 % 287 38 % 294 38 % Selling, administrative and engineering 90 24 % 85 22 % 178 24 % 173 22 % Amortization of intangible assets 8 2 % 7 2 % 15 2 % 14 2 % Operating profit 41 12 % 49 13 % 94 12 % 107 14 % Financing costs, net 6 2 % 8 2 % 13 2 % 16 2 % Other expense, net — 0 % (1 ) 0 % — 0 % 1 0 % Earnings before income tax expense 35 10 % 42 11 % 81 10 % 90 12 % Income tax expense 7 2 % 10 3 % 16 2 % 21 3 % Net earnings $ 28 8 % $ 32 8 % $ 65 8 % $ 69 9 % Diluted earnings per share $ 0.38 $ 0.43 $ 0.87 $ 0.94 $377$370 million 4% lower than and $748 million for the $393three and six months ended February 28, 2013, which represents a 2-3% decrease over the results for the comparable prior year period. Changes in foreign currency exchange rates had a $1 million favorable impact on second quarter sales, but negatively impacted year-to-date comparisons by $5 million. Sales generated by businesses acquired since September 2011, were $15 million and $34 million, respectively, for the three and six month periods ended February 28, 2013. Consolidated core sales declined 6% in the second quarter and 7% year-to-date. Operating profit for the three and six month periods ended February 28, 2013 was $42 million, and $93 million, respectively, compared to $49 million and $107 million, in the comparable prior year period. Excluding the $18 million year-over-year increase in sales from acquisitions and the $5 million unfavorable impact of foreign currency exchange rate changes, fiscal 2013 first quarter consolidated core sales declined 7% compared to the prior year. Operating profit for the first quarter of fiscal 2013 was $51 million, compared to $57 million in the prior year period.periods. Reduced sales volumes, unfavorable product mix, a favorable adjustment to an acquisition earn-out provision in the prior year and investments in growth initiatives drove this year-over-year decline in operating profit. We were able to largelysomewhat offset the decline in operating profit with lower borrowing costs and income taxes, resulting in net income and diluted earnings per share down only modestly from the prior year. The changes in sales and operating profit at the segment level are discussed in further detail below.During the first quarter, core sales growth in the segment was driven by higher global Integrated Solutions activity and steady industrial demand in most regions outside of Western Europe. The Industrial segment focuses on providing customers with innovative lifting solutions, commercializing new products and expanding in faster growing regions and vertical markets. Core sales growth in the second quarter moderated due to tougher prior year comparables, overall economic weakness and reduced demand in Europe. Improved end market demand for industrial tools and existing order backlog in our Integrated Solutions business are expected to drive modest growth during the remainder of the fiscal year. The following table sets forth the results of operations for the Industrial segment (in millions): Three Months Ended November 30, 2012 2011 $ 101 $ 100 27 28 27 % 28 % Three Months Ended Six Months Ended February 28,
2013February 29,
2012February 28,
2013February 29,
2012Net sales $ 99 $ 98 $ 200 $ 199 Operating profit 26 27 53 55 Operating profit % 27 % 27 % 27 % 28 % firstsecond quarter net sales were $101increased $1 million a (1% increase from) to $99 million compared to the comparable prior year period.period, while year to date net sales increased $2 million (1%) to $200 million. Excluding the minor impact of changes in foreign currency rate changes (which unfavorably impacted sales comparisons by $2 million),exchange2%.global Integrated Solutions sales. Unfavorable product mix along with incremental G+I investments resulted in slightly lower operating profit margins.have encouragedcontinue to drive customers and asset owners to maintain or increase production at existing installations, as well as invest in capital projectsexploration and complete previously deferred maintenance activities. As a result, we are seeing broad-based strength acrossnew production facilities. The non-energy markets served by this segment.segment (including defense, marine and aerospace) have recently seen softening demand, which is expected to continue in the second half of the fiscal year. The following table sets forth the results of operations for the Energy segment (in millions): Three Months Ended November 30, 2012 2011 $ 91 $ 80 15 13 17 % 16 % Three Months Ended Six Months Ended February 28,
2013February 29,
2012February 28,
2013February 29,
2012Net sales $ 81 $ 79 $ 172 $ 159 Operating profit 10 12 25 25 Operating profit % 12 % 15 % 15 % 16 % three months ended November 30, 2012second quarter of fiscal 2013 increased by $11$2 million (13% (2%) to $91$81 million compared and $12 million (8%) to the prior year period.$172 million on a fiscal year-to-date basis. Excluding sales from the Jeyco acquisition ($7 million),and the impact of changes in foreign currency exchange rates, core sales grew 4%declined 1% in the second quarter versus a 1% increase for the first quarterhalf of fiscal 2013. The decline in core sales in the second quarter was the result of continued robustdifficult comparisons (strong North American nuclear maintenance activity in the prior year) and capital spendingweakness in oil & gas, nuclear, power generation and other energynon-energy markets. ImprovedExcluding a $2.5 million favorable adjustment to an acquisition earn out provision in the prior year, second quarter operating profit margins during the quarter were primarily driven bymargin improved as a result of slightly higher sales, favorable sales mix.overall economic conditions, changesand reductions in government regulations and weak consumer confidence)installation subsidies) was the primary reason for the core sales decline in the quarter. Thisthree and six months ended February 28, 2013. In the second half of the fiscal year we expect improvements in demand for electrical products in the U.S. market due to increased housing activity, which will be partially offset by the loss of certain low margin retail DIY business. Solar sales will likely remain weak during the remainder of the fiscal year due to the current economic challenges in Europe, while the global marine market is expected to generate growth. The Electrical segment continues to focus on driving cost savings from the recently completed North American manufacturing facility consolidation and being responsive to endbalancing spending with market demand. The following table sets forth the results of operations for the Electrical segment (in millions): Three Months Ended November 30, 2012 2011 $ 69 $ 83 8 5 11 % 6 % Three Months Ended Six Months Ended February 28,
2013February 29,
2012February 28,
2013February 29,
2012Net sales $ 70 $ 77 $ 139 $ 160 Operating profit 5 6 13 11 Operating profit % 7 % 8 % 9 % 7 % first quarter net sales were $69for the three and six months ended February 28, 2013 decreased by $7 million 16% lower than (9%) and $21 million (13%), respectively, compared to the comparable prior year quarter. The declineperiods. Excluding the minor impact of changes in foreign currency rates, core sales (16%)declined 9% in the second quarter and 13% year-to-date. This decline was largely dueprimarily attributable to significantly lower solar inverter shipments the result of weak current year demand and aggressive sales promotions in the prior year. In addition, the impact of channel inventory reductions across the segment’s served North American markets and lowerreduced industrial transformer demand contributed todemand. Electrical segment operating profit for the three and six months ended February 28, 2013 was $5 million and $13 million, respectively. Lower sales decline.volumes, unfavorable product mix and $1 million of restructuring costs during the second quarter resulted in reduced operating profit margins. The benefit of prior year restructuring actions, as well as a fire related insurance recovery at ourthe Mastervolt business drove the improvement in operating profit margins.anticipated,expected, this segment experienced acontinued to experience core sales declinedeclines in the firstsecond quarter as a result of challenging end market conditions are now broad based acrossand inventory destocking by OEM's in the segment. Europeanheavy-duty truck, off-highway equipment and automotive volumes remain at reduced levels, whilemarkets. We expect these inventory destocking activities to be substantially complete by the global agriculture and North American truck and construction equipment markets have seen recent declines.end of the first quarter of calendar 2013, which should result in improved demand in the second half of fiscal 2013. This segment continues to focus on integrating the recently acquired Turotest and CrossControl businessesintegration of recent acquisitions and reducing its cost structure in lineto be aligned with reduced OEM build rates.market demand. The following table sets forth the results of operations for the Engineered Solutions segment (in millions): Three Months Ended November 30, 2012 2011 $ 116 $ 129 8 19 7 % 15 % Net sales in Three Months Ended Six Months Ended February 28,
2013 February 29,
2012 February 28,
2013 February 29,
2012Net sales $ 121 $ 124 $ 237 $ 253 Operating profit 8 13 16 32 Operating profit % 7 % 11 % 7 % 13 % by $13$3 million (10% (2%) to $121 million and $16 million (6%) to $237 million in the three and six months ended February 28, 2013, respectively. Excluding foreign currency rate changes and sales from $129acquired businesses ($12 million and $23 million, respectively for the three and six months ended November 30, 2011 to $116 million for the three months ended November 30, 2012. Excluding the unfavorable impact of changes in foreign currency exchange rates ($3 million) and the $11 million of sales from recent acquisitions,February 28, 2013), core sales declined 17%. First12% and 15% respectively, for the second quarter netand first half of fiscal 2013. The core sales levels reflect concerted actions by ourdecline was broad based across most served end markets and geographies, and primarily reflected OEM customers to reduce their inventory levelscustomer destocking and production schedules in response to lower demand at the dealer level.challenging economic conditions. Segment operating profit declined from the prior year period, as the impact of restructuring costs and the reduced sales volume (under-absorption of operating costs) was only partially offset by lower incentive compensation costs.$7$7 million and $8$14 million for the three and six months ended November 30,February 28, 2013, respectively and $8 million and $16 million for the three and six months ended February 29, 2012 and 2011,, respectively. The reduction isDespite continued investments in growth initiatives, lower corporate expenses are primarily due to lowerreduced provisions for incentive compensation costs during the quarter.FinancingNet financing costs net were $6$6 million and $8$13 million for the three and six months ended November 30, 2012February 28, 2013, respectively and 2011, respectively.$8 million and $16 million, respectively, for the comparable prior year periods. The reduction in interest expense in the first quarter of fiscal 2013 reflects the conversion of our 2% Convertible Notes into common stock, as well as the benefit of lower borrowing costs from the refinancing of our Senior Notes (both completed in the third quarter of fiscal 2012).18.5%20.4% and 23.1%19.4% for the three and six months ended November 30, 2012February 28, 2013, respectively, and 2011, respectively.23.0% and 23.1% for the comparable prior year periods. The decrease in the effective tax rate for the three months ended November 30, 2012, relative to the prior year, reflects the benefits of tax minimization planning, increased foreign tax credits and the utilization of net operating losses. Three Months
Ended
November 30, 2012 2011 $ 12 $ 20 (7 ) — (6 ) (15 ) 1 (1 ) $ — $ 4 Six Months Ended February 28,
2013 February 29,
2012Net cash provided by operating activities $ 40 $ 52 Net cash used in investing activities (12 ) (22 ) Net cash used in financing activities (3 ) (18 ) Effect of exchange rates on cash (2 ) 2 Net increase in cash and cash equivalents $ 23 $ 14 threesix months ended November 30, 2012February 28, 2013 were $12$40 million, the result of net earnings, offset by the payment of $17 million of fiscal 2012 incentive compensation costs reduced accounts payable and increased inventory levels.an $12 million increase in working capital accounts. These operating cash flows funded the repurchase of approximately 0.3 million shares of the Company’s common stock ($7 million)($9 million) under the stock buyback program, our $3$3 million annual dividend and $8$12 million of capital expenditures.threesix months ended November 30, 2011February 29, 2012 were $20$52 million, the result of net earnings, offset by the payment of $28$28 million of fiscal 2011 incentive compensation costs and increased accounts receivable and inventory levels. These operatingworking capital requirements. Operating cash flows and borrowings under the Senior Credit Facility funded the repurchase of approximately 1 million shares of the Company’s common stock ($($20 million).million) under the stock buyback program and the $19 million purchase price for the Jeyco acquisition. Proceeds from the sale of property, plant and equipment (which included the sale-leaseback of certain equipment) more than offsetequipment and the $6sale of a vacant facility) were $8 million of, while related capital expenditures during the first quarter of fiscal 2012.November 30 (in millions): 2012 PWC% 2011 PWC% $ 232 15 % $ 227 15 % 225 15 % 219 14 % (164 ) -11 % (163 ) -11 % $ 293 19 % $ 283 18 % Our primary working capital and PWC % increased on a year-over-year basis as a result of increased inventory, resulting from our inability to quickly reduce incoming purchases to balance reduced customer production levels. February 28,
2013 PWC% February 29,
2012 PWC% Accounts receivable, net $ 239 16 % $ 239 16 % Inventory, net 218 15 % 219 14 % Accounts payable (154 ) (10 )% (159 ) (10 )% Net primary working capital $ 303 21 % $ 299 20 % Liquidity$600$600 million revolving credit facility,line, a $100$100 million term loan and a $300$300 million expansion option, subject to certain conditions. Quarterly principal payments of $1.25$1.25 million began on the $100 million term loan on March 31, 2012, increasing to $2.5$2.5 million per quarter beginning on March 31, 2013, with the remaining principal due at maturity. At November 30, 2012,February 28, 2013, we had $68$91 million of cash and cash equivalents and $596$596 million of available liquidity under our Senior Credit Facility. See Note 6, “Debt” for further discussion on the Senior Credit Facility. We believe that the availability under the Senior Credit Facility, combined with our existing cash on hand 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.See Note 6, “Debt” in the notes to the condensed consolidated financial statements for further discussion on the Senior Credit Facility.$12$12 million at November 30, 2012.February 28, 2013.$11$11 million and $8$9 million at November 30, 2012February 28, 2013 and August 31, 2012, respectively, the majority of which secure self-insured workers compensation liabilities.November 30, 2012,February 28, 2013, have not materially changed.There has been no significant We manage interest costs using a mixture of fixed-rate and variable-rate debt. A change in interest rates on our exposure to market risk during5.625% Senior Notes impacts the fair value of the 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% 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 $0.1 million for the three months ended November 30, 2012. For a discussion ofFebruary 28, 2013. From time to time, we may enter into interest rate swap agreements to manage our exposure to marketinterest rate changes. At February 28, 2013, we were not a party to any interest rate swap derivatives.referrelating to Item 7A, Quantitativereceipts from customers, payments to suppliers and Qualitative Disclosures about Market Risk, containedintercompany 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.Annual Reportresults of operations and financial position as the results of foreign operations are translated into U.S. dollars. To illustrate the potential impact of changes in foreign currency exchange rates on Form 10-Kthe translation of our results of operations, sales and operating profit were remeasured assuming a ten percent decrease in foreign exchange rates compared with the U.S. dollar. Using this method, sales and operating profit would have been $18 million and $2 million lower, respectively, for the fiscal yearthree months ended August 31, 2012.February 28, 2013. This sensitivity analysis assumed 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 February 28, 2013 financial position would result in a $67 million decrease to equity (accumulated other comprehensive loss), as a result of non U.S. dollar denominated assets and liabilities being translated into U.S. dollars, our reporting currency.November 30, 2012February 28, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.November 30, 2012.February 28, 2013. 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 — — 4,341,249 159,200 $ 27.95 4,182,049 100,000 26.84 4,082,049 259,200 27.53 December 1 to December 31, 2012 25,000 27.50 4,057,049 January 1 to January 31, 2013 36,043 27.46 4,021,006 February 1 to February 28, 2013 — — 4,021,006 Total 61,043 27.48 26,30, which is incorporated herein by reference.ACTUANT CORPORATION (Registrant) Date: April 8, 2013 By: Andrew G. Lampereur Executive Vice President and Chief Financial Officer (Principal Financial Officer) ACTUANT CORPORATION (Registrant)Date: January 8, 2013By:/S/ ANDREW G. LAMPEREURAndrew G. LampereurExecutive Vice President and Chief Financial Officer(Principal Financial Officer)ACTUANT CORPORATION(the “Registrant”)(Commission File No. 1-11288)QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED November 30, 2012INDEX TO EXHIBITSExhibitDescriptionIncorporatedHereinBy ReferenceToFiledHerewith Exhibit Description 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 X X 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X X 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 X X 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X X 101*101 The following materials from the Actuant Corporation Form 10-Q for the quarter ended November 30, 2012February 28, 2013 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 *Furnished herewith26