UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————————

FORM 10-Q

————————————

(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, ~~2012~~2013



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

Commission File No. 1-11288

————————————

ACTUANT CORPORATION

(Exact name of registrant as specified in its charter)

————————————



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 31, ~~2012~~2013 was ~~72,941,967.~~

~~TABLE OF CONTENTS~~72,772,165.



		~~Page No.~~

Table of Contents

TABLE OF CONTENTS

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 ~~marine, solar,~~and 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;

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;

Table of Contents

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

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, ~~2012~~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.”

~~When used herein, the terms “Actuant,” “we,” “us,” “our” and the “Company” refer to Actuant Corporation and its subsidiaries.~~

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.

3
Table of Contents

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,
   2012    2011
Net sales
   $ 377,248       $ 392,799
Cost of products sold
   230,262       240,191




Gross profit
   146,986       152,608
Selling, administrative and engineering expenses
   87,830       88,109
Amortization of intangible assets
   7,854       7,218




Operating profit
   51,302       57,281
Financing costs, net
   6,322       8,222
Other expense, net
   364       657




Earnings before income tax expense
   44,616       48,402
Income tax expense
   8,273       11,228




Net earnings
   $ 36,343       $ 37,174




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 November 30,
	2013		2012
Net sales	$	339,556	$	307,809
Cost of products sold	207,776		183,441
Gross profit	131,780		124,368
Selling, administrative and engineering expenses	81,918		74,860
Amortization of intangible assets	6,215		6,034
Operating profit	43,647		43,474
Financing costs, net	6,750		6,322
Other expense, net	1,141		644
Earnings from continuing operations before income tax expense	35,756		36,508
Income tax expense	2,751		5,957
Earnings from continuing operations	33,005		30,551
Earnings from discontinued operations, net of income taxes	3,032		5,792
Net earnings	$	36,037	$	36,343

Earnings from continuing operations per share:
Basic	$	0.45	$	0.42
Diluted	$	0.44	$	0.41

Earnings per share:
Basic	$	0.49	$	0.50
Diluted	$	0.48	$	0.49

Weighted average common shares outstanding:
Basic	73,085		72,791
Diluted	75,011		74,271

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

~~(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


   215    33
Cash flow hedges

Unrealized net gains arising during period
   2    148
Net (gains) losses reclassified into earnings
   (131 ) —


   (129 ) 148


Total other comprehensive income (loss), net of tax
   12,175    (32,386 )


Comprehensive income
   $ 48,518    $ 4,788

(Unaudited)



	Three Months Ended November 30,
	2013			2012
Net earnings	$	36,037		$	36,343
Other comprehensive income, net of tax
Foreign currency translation adjustments	17,047			12,089
Pension and other postretirement benefit plans	50			215
Cash flow hedges	(94		)	(129		)
Total other comprehensive income, net of tax	17,003			12,175
Comprehensive income	$	53,040		$	48,518

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ACTUANT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)



	November 30, 2013			August 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	109,542		$	103,986
Accounts receivable, net	221,528			219,075
Inventories, net	155,129			142,549
Deferred income taxes	18,585			18,796
Other current assets	32,636			28,228
Assets of discontinued operations	270,106			272,606
Total current assets	807,526			785,240
Property, plant and equipment
Land, buildings and improvements	53,200			52,669
Machinery and equipment	319,345			305,200
Gross property, plant and equipment	372,545			357,869
Less: Accumulated depreciation	(167,217		)	(156,373		)
Property, plant and equipment, net	205,328			201,496
Goodwill	745,476			734,952
Other intangibles, net	375,307			376,692
Other long-term assets	30,228			20,952
Total assets	$	2,163,865		$	2,119,332
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	$	159,275		$	154,049
Accrued compensation and benefits	41,413			43,800
Current maturities of long-term debt	1,125			—
Income taxes payable	10,464			14,014
Other current liabilities	60,964			56,899
Liabilities of discontinued operations	53,233			53,080
Total current liabilities	326,474			321,842
Long-term debt, less current maturities	501,875			515,000
Deferred income taxes	118,277			115,865
Pension and postretirement benefit liabilities	19,167			20,698
Other long-term liabilities	66,373			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
Additional paid-in capital	63,423			49,758
Treasury stock, at cost, 4,383,513 and 3,983,513 shares, respectively	(120,267		)	(104,915		)
Retained earnings	1,224,725			1,188,685
Accumulated other comprehensive loss	(51,657		)	(68,660		)
Stock held in trust	(3,199		)	(3,124		)
Deferred compensation liability	3,199			3,124
Total shareholders’ equity	1,131,699			1,080,267
Total liabilities and shareholders’ equity	$	2,163,865		$	2,119,332

~~(unaudited)~~

   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


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


Gross property, plant and equipment
   303,033    292,584
Less: Accumulated depreciation
   (185,274 ) (176,700 )


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


Total assets
   $ 2,025,456    $ 2,007,119


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


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


Total shareholders’ equity
   1,101,998    1,051,836


Total liabilities and shareholders’ equity
   $ 2,025,456    $ 2,007,119

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

ACTUANT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

   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


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 )


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 )


Net cash used in financing activities
   (5,830 ) (15,567 )
Effect of exchange rate changes on cash
   477    (1,043 )


Net increase in cash and cash equivalents
   127    3,898
Cash and cash equivalents – beginning of period
   68,184    44,221


Cash and cash equivalents – end of period
   $ 68,311    $ 48,119



	Three months ended November 30,
	2013			2012
Operating Activities
Net earnings	$	36,037		$	36,343
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	16,204			14,449
Benefit for deferred income taxes	(8,408		)	(3,156		)
Stock-based compensation expense	4,103			3,477
Amortization of debt discount and debt issuance costs	560			496
Other non-cash adjustments	(867		)	(177		)
Sources (uses) of cash from changes in components of working capital and other:
Accounts receivable	7,040			4,539
Inventories	(11,634		)	(11,318		)
Prepaid expenses and other assets	(3,049		)	(6,143		)
Trade accounts payable	2,560			(11,548		)
Income taxes payable	(3,189		)	1,161
Accrued compensation and benefits	(2,595		)	(13,953		)
Other accrued liabilities	(3,816		)	(1,895		)
Net cash provided by operating activities	32,946			12,275
Investing Activities
Proceeds from sale of property, plant and equipment	1,913			977
Capital expenditures	(11,257		)	(7,689		)
Business acquisitions, net of cash acquired	—			(83		)
Net cash used in investing activities	(9,344		)	(6,795		)
Financing Activities
Net repayments on revolver	(12,000		)	—
Principal repayments on term loan	—			(1,250		)
Purchase of treasury shares	(15,352		)	(7,142		)
Stock option exercises and related tax benefits	10,562			5,473
Payment of contingent acquisition consideration	(414		)	—
Cash dividend	(2,919		)	(2,911		)
Net cash used in financing activities	(20,123		)	(5,830		)
Effect of exchange rate changes on cash	2,077			477
Net increase in cash and cash equivalents	5,556			127
Cash and cash equivalents – beginning of period	103,986			68,184
Cash and cash equivalents – end of period	$	109,542		$	68,311

See accompanying Notes to Condensed Consolidated Financial Statements

7
Table of Contents

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, ~~2012~~2013 was derived from the Company’s audited financial statements, but does not include all disclosures required by 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 ~~2012~~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 months ended November 30, ~~2012~~2013 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, ~~2013.~~

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 ~~three business acquisitions during fiscal 2012. All of the acquisitions resulted~~in previous periods. Acquisitions result in the recognition of goodwill in the Company’s consolidated financial statements because ~~the~~their purchase ~~prices reflect~~price reflects the future earnings and cash flow potential of these companies, as well as the complementary strategic fit and resulting synergies these businesses ~~should~~are 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.

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.

~~During fiscal 2012,~~

The Company acquired Viking SeaTech ("Viking") for $235.4 million on August 27, 2013. This Energy segment acquisition expanded the ~~Company completed two Maxima Technologies tuck-in acquisitions that further expand the~~segment's geographic presence, ~~product offerings~~technologies and ~~technologies~~services provided to the global energy market. Headquartered in Aberdeen, Scotland, Viking is a support specialist providing a comprehensive range of the Engineered Solutions segment. On July 20, 2012 the Company completed the acquisition of the stock of CrossControl AB (“CrossControl”) for $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 million of cash and $5.3 million of deferred purchase price. Turotest, headquartered in Brazil, designs and manufactures instrument panels and gauges serving the Brazilian agriculture and industrial markets.

In addition, on February 10, 2012 the Company completed the acquisition of the stock of Jeyco Pty Ltd (“Jeyco”) for $20.7 million of cash. This Cortland (Energy segment) tuck-in acquisition, designs and provides specialized mooring, rigging and towing systemsequipment and services to the offshore oil & gas ~~industry~~industry. Viking serves customers globally with primary markets in ~~Australia~~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 ~~international markets. Additionally, Jeyco’s products are used in a variety of applications for other markets including cyclone mooring~~marine services to offshore operators, drillers and ~~marine, defense and mining tow systems.~~

energy asset owners. The purchase price allocation ~~for fiscal 2012 acquisitions~~of the Viking acquisition resulted in the recognition of ~~$40.4~~$87.8 million of goodwill (which is not deductible for tax purposes) and ~~$32.8~~$65.4 million of intangible assets, including ~~$24.2~~$40.5 million of customer relationships ~~$5.7~~and $24.9 million of ~~tradenames, $2.2 million of technologies and $0.7 million of non-compete agreements.~~

tradenames.

The following unaudited pro forma results of operations of the Company for the three months ended November 30, ~~2012~~2013 and ~~2011,~~2012, give effect to ~~these acquisitions~~the Viking acquisition as though the ~~transactions~~transaction and related financing activities had occurred on September 1, ~~2011~~2012 (in thousands, except per share amounts):

   Three Months Ended
November 30,
   2012    2011
Net sales

As reported
   $ 377,248       $ 392,799
Pro forma
   377,248       415,787
Net earnings

As reported
   $ 36,343       $ 37,174
Pro forma
   36,502       40,097
Basic earnings per share

As reported
   $ 0.50       $ 0.54
Pro forma
   0.50       0.59
Diluted earnings per share

As reported
   $ 0.49       $ 0.50
Pro forma
   0.49       0.54

Table of Contents



	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. ~~Restructuring~~

Discontinued Operations

The ~~Company continuously reviews its cost structure to be responsive to changes in end market demand, identify opportunities for cost synergies from recent acquisitions and in light of changes~~Electrical segment is primarily involved in the ~~worldwide economy.~~design, manufacture and distribution of a broad range of electrical products to the retail DIY, wholesale, original equipment manufacturer (“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, ~~of increased uncertainty and reduced demand,~~ the Company ~~has implemented~~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 million of cash. The sale price is subject to a post-closing working capital adjustment. The Company expects the net proceeds, after payment of various ~~restructuring initiatives including workforce reductions, plant consolidations~~transaction costs and income taxes to be approximately $225 million, which will be utilized to reduce ~~manufacturing overhead, the continued movement of production and product sourcing~~net debt. The divestiture is expected to low cost countries and the centralization of certain selling and administrative functions. Restructuring costs were $0.7 million and $0.5 million for the three months ended November 30, 2012 and 2011, respectively. The restructuring reserve at November 30, 2012 and August 31, 2012 was $2.3 million and $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.

result in a net gain on disposal.

Note 4. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill for the three months ended November 30, ~~2012~~2013 are as follows (in thousands):

   Industrial    Energy    Electrical    Engineered
Solutions    Total
Balance as of August 31, 2012
   $ 81,404       $ 259,521       $ 213,870       $ 311,617       $ 866,412
Purchase accounting adjustments
   —         —         —         87       87
Impact of changes in foreign currency rates
   1,044       2,020       777       1,358       5,199










Balance as of November 30, 2012
   $ 82,448       $ 261,541       $ 214,647       $ 313,062       $ 871,698



	Industrial		Energy		Engineered Solutions		Total
Balance as of August 31, 2013	$	82,611	$	341,903	$	310,438	$	734,952
Purchase accounting adjustments	—		74		—		74
Impact of changes in foreign currency rates	983		7,785		1,682		10,450
Balance as of November 30, 2013	$	83,594	$	349,762	$	312,120	$	745,476

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

   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
Amortizable intangible assets:

Customer relationships
   15       $ 349,873       $ 100,296       $ 249,577       $ 347,739       $ 93,768       $ 253,971
Patents
   13       53,042       35,865       17,177       52,851       34,842       18,009
Trademarks and tradenames
   19       43,690       9,357       34,333       43,820       8,670       35,150
Non-compete agreements and other
   4       7,734       6,590       1,144       7,677       6,316       1,361
Indefinite lived intangible assets:

Tradenames
   N/A       137,957       —         137,957       137,393       —         137,393












      $ 592,296       $ 152,108       $ 440,188       $ 589,480       $ 143,596       $ 445,884



		November 30, 2013						August 31, 2013
	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
Patents	11	30,821		19,464		11,357		30,564		18,747		11,817
Trademarks and tradenames	19	24,213		7,764		16,449		24,088		7,356		16,732
Non-compete agreements and other	4	7,143		6,617		526		7,034		6,458		576
Indefinite lived intangible assets:
Tradenames	N/A	126,234				126,234		124,639		—		124,639
		$	511,169	$	135,862	$	375,307	$	504,468	$	127,776	$	376,692

Amortization expense recorded on the intangible assets listed above was ~~$7.9~~$6.2 million and ~~$7.2~~$6.0 million for the three months ended November 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The Company estimates that amortization expense will be approximately ~~$22.0~~$18.8 million for the remainder of fiscal ~~2013.~~2014. Amortization expense for future years is estimated to be as follows: ~~$28.1~~$24.8 million in fiscal ~~2014, $28.0~~2015, $24.7 million in ~~2015, $27.9~~2016, $23.7 million in fiscal ~~2016, $26.7~~2017, $23.3 million in fiscal ~~2017, $26.3~~2018, $23.1 million in fiscal ~~2018~~2019 and ~~$143.2~~ $110.6

Table of Contents

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. ~~During the three months ended November 30, 2011, the warranty reserve was reduced by $5.7 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 from continuing operations (in thousands):

   Three Months Ended
November 30,
   2012 2011
Beginning balances
   $ 12,869    $ 23,707
Purchase accounting adjustment
   —      (5,719 )
Provision for warranties
   2,417    2,491
Warranty payments and costs incurred
   (3,096 ) (2,903 )
Impact of changes in foreign currency rates
   271    (1,109 )


Ending balances
   $ 12,461    $ 16,467



	Three months ended November 30,
	2013			2012
Beginning balance	$	7,413		$	5,121
Provision for warranties	230			1,365
Warranty payments and costs incurred	(1,232		)	(1,893		)
Impact of changes in foreign currency rates	53			45
Ending balance	$	6,464		$	4,638

Note 6. Debt

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

   November 30,
2012 August 31,
2012
Senior Credit Facility

Revolver
   $ —      $ —
Term Loan
   96,250    97,500


   96,250    97,500
5.625% Senior Notes
   300,000    300,000


Total Senior Indebtedness
   396,250    397,500
Less: current maturities of long-term debt
   (8,750 ) (7,500 )


Total long-term debt
   $ 387,500    $ 390,000



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

The Company’s Senior Credit Facility, which matures on ~~February 23, 2016 provides~~July 18, 2018, includes a ~~$600~~$600 million revolving credit facility, a ~~$100~~$90 million term loan and a ~~$300~~$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 ~~1.25%~~1.00% to 2.50% in the case of loans bearing interest at LIBOR and from ~~0.25%~~0.00% to 1.50% in the case of loans bearing interest at the base rate. At November 30, ~~2012,~~2013, the borrowing spread on LIBOR based borrowings was ~~1.5%~~1.50% (aggregating ~~1.75% on the outstanding term loan)~~to approximately 1.70%). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from ~~0.2%~~0.15% to ~~0.4%~~0.40% per annum. At November 30, ~~2012~~2013, the available and unused credit line under the revolver was ~~$596.3 million.~~$483.0 million. Quarterly principal payments of ~~$1.25~~$1.1 million ~~began~~ will begin on the ~~$100 million~~ term loan on ~~March 31, 2012,~~September 30, 2014, increasing to ~~$2.5~~$2.3 million per quarter beginning on ~~March 31, 2013,~~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:~~3.75:1 and a minimum ~~fixed charge~~interest coverage ratio of ~~1.50:~~3.50:1. The Company was in compliance with all ~~debt~~financial covenants at November 30, ~~2012.~~

2013.

On April 16, 2012, the Company issued ~~$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 million of 6.875% Senior Notes due 2017 at a cost of 104%, or $260.4 million.~~

In March 2012, the Company called all of its then outstanding $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 million of 2% Convertible Notes were repurchased for cash.

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. 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 ~~and liabilities,~~(liabilities), measured at fair value, are included in the condensed consolidated balance sheet (in thousands):

   November 30,
2012    August 31,
2012
Level 1 Valuation:

Cash equivalents
   $ 1,158       $ 5,154
Investments
   1,602       1,602
Level 2 Valuation:

Foreign currency derivatives
   $ 576       $ 945

At August 31, 2012, Mastervolt’s goodwill ($40.0 million) and tradename ($13.6 million) were written down to estimated fair value, resulting in a non-cash impairment charge of $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, 2013			August 31, 2013
Level 1 Valuation:
Cash equivalents	$	123		$	1,092
Investments	1,962			1,793
Level 2 Valuation:
Foreign currency derivatives	$	(626	)	$	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, ~~2012~~2013 and August 31, ~~2012~~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~~$300 million of 5.625% Senior Notes was ~~$310.5~~$303.0 million and ~~$309.8~~$300.8 million at November 30, ~~2012~~2013 and August 31, ~~2012,~~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 of $0.6 million and an asset of $0.1 million at November 30, 2013 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 million and $9.7 million, at November 30, 2013 and August 31, 2013, respectively. At November 30, 2013, unrealized losses of $0.2 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 million and $383.6 million, at November 30, 2013 and August 31, 2013, respectively. Net foreign currency losses related to these derivative instruments was $8.7 million for the three months ended November 30, 2013, compared to a $0.6 million gain for the three months ended November 30, 2012. 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).

Table of Contents

Note 8.9. 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,
   2012    2011
Numerator:

Net earnings from continuing operations
   $ 36,343       $ 37,174
Plus: 2% Convertible Notes financing costs, net of taxes
   —         511




Net earnings for diluted earnings per share
   $ 36,343       $ 37,685




Denominator:

Weighted average common shares outstanding for basic earnings per share
   72,791       68,421
Net effect of dilutive securities—equity based compensation plans
   1,480       764
Net effect of 2% Convertible Notes based on the if-converted method
   —         5,957




Weighted average common and equivalent shares outstanding for diluted earnings per share
   74,271       75,142




Basic Earnings Per Share:
   $ 0.50       $ 0.54
Diluted Earnings Per Share:
   $ 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.

~~As discussed in~~



	Three months ended November 30,
	2013		2012
Numerator:
Earnings from continuing operations	$	33,005	$	30,551
Denominator:
Weighted average common shares outstanding for basic earnings per share	73,085		72,791
Net effect of dilutive securities—stock based compensation plans	1,926		1,480
Weighted average common and equivalent shares outstanding for diluted earnings per share	75,011		74,271

Earnings per common share from continuing operations:
Basic	$	0.45	$	0.42
Diluted	$	0.44	$	0.41

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

Note 6, “Debt” the Company issued 5,951,440 shares of common stock in the third quarter of fiscal 2012, in conjunction with the conversion of its 2% Convertible Notes, resulting in an increase in the weighted average common shares outstanding for basic earnings per share. However, the impact of the additional share issuance was already included in the diluted earnings per share calculation, on an if-converted method. The Company has also repurchased common shares on the open market in the last year, as well as issued new shares pursuant to equity compensation plans.

~~Note 9.~~10. Income Taxes

The ~~Company’s~~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 ~~18.5%~~7.7% for the three months ended November 30, 2013, and ~~23.1%~~16.3% for the comparable prior year period. During the three months ended November 30, ~~2012 and 2011, respectively. The decrease in~~2013 the ~~effective~~Company liquidated a foreign entity which generated a $7.3 million discrete income tax ~~rate for~~benefit from the ~~three months ended November 30, 2012, relative~~resulting net operating loss carryforwards. Similarly, the first quarter fiscal 2013 income tax provision included $5.5 million of discrete period income tax benefits, the result of changes to ~~the prior year, reflects the benefits of~~deferred income tax ~~minimization planning, increased foreign tax credits~~balances and the ~~utilization~~recognition of a net operating ~~losses.~~

loss carryforward of $3.4 million.

The gross liability for unrecognized tax benefits, excluding interest and penalties, increased from ~~$24.6~~$18.0 million at August 31, ~~2012~~2013 to ~~$25.3~~$18.7 million at November 30, ~~2012.~~2013. Substantially all of these unrecognized tax benefits, if recognized, would reduce the effective income tax rate. In addition, as of November 30, ~~2012~~2013 and August 31, ~~2012,~~2013, the Company had liabilities totaling ~~$4.8~~$3.1 million and ~~$4.5~~$2.9 million, respectively, for the payment of interest and penalties related to its unrecognized income tax benefits.

Table of Contents

Note ~~10.~~11. Segment Information

The Company is a global manufacturer of a broad range of industrial products and systems and is organized into ~~four~~three reportable segments: Industrial, Energy ~~Electrical,~~ 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 offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and energy markets. The Electrical segment designs, manufactures and distributes a broad range of electrical products to the retail DIY, wholesale, original equipment manufacturer (“OEM”), solar, utility, marine and other harsh environment 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
November 30,
   2012 2011
Net Sales by Segment:

Industrial
   $ 101,122    $ 100,253
Energy
   90,769    80,421
Electrical
   69,439    82,833
Engineered Solutions
   115,918    129,292


   $ 377,248    $ 392,799


Net Sales by Reportable Product Line:

Industrial
   $ 101,122    $ 100,253
Energy
   90,769    80,421
Electrical
   69,439    82,833
Vehicle Systems
   61,187    76,363
Other
   54,731    52,929


   $ 377,248    $ 392,799


Operating Profit:

Industrial
   $ 27,006    $ 27,934
Energy
   15,387    13,217
Electrical
   7,828    4,977
Engineered Solutions
   7,625    18,999
General Corporate
   (6,544 ) (7,846 )


   $ 51,302    $ 57,281

   November 30,
2012    August 31,
2012
Assets:

Industrial
   $ 271,607       $ 268,735
Energy
   545,760       540,409
Electrical
   444,780       437,914
Engineered Solutions
   671,372       667,550
General Corporate
   91,937       92,511




   $ 2,025,456       $ 2,007,119



	Three months ended November 30,
	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:
Industrial	$	26,897		$	27,006
Energy	8,923			15,387
Engineered Solutions	13,190			7,625
General Corporate	(5,363		)	(6,544		)
	$	43,647		$	43,474



	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.

Table of Contents

Note ~~11.~~12. Contingencies and Litigation

The Company had outstanding letters of credit of ~~$10.9~~$11.2 million and ~~$8.5~~$10.7 million at November 30, ~~2012~~2013 and August 31, ~~2012,~~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 ~~$12.0~~$10.9 million at November 30, ~~2012.~~

2013.

Note ~~12.~~13. Guarantor Subsidiaries

As discussed in Note 6, “Debt” on April 16, 2012, Actuant Corporation (the “Parent”) issued ~~$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.

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 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, the impact of foreign currency rate changes and non-cash intercompany dividends.

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(In thousands)

   Three Months Ended November 30, 2012
   Parent Guarantors Non-Guarantors Eliminations Consolidated
Net sales
   $ 45,838    $ 124,117    $ 207,293    $ —      $ 377,248
Cost of products sold
   12,408    87,868    129,986    —      230,262


Gross profit
   33,430    36,249    77,307    —      146,986
Selling, administrative and engineering expenses
   17,453    25,040    45,337    —      87,830
Amortization of intangible assets
   321    3,449    4,084    —      7,854


Operating profit
   15,656    7,760    27,886    —      51,302
Financing costs, net
   6,358    5    (41 ) —      6,322
Intercompany expense (income), net
   (7,270 ) 1,955    5,315    —      —
Other expense (income), net
   (364 ) (316 ) 1,044    —      364


Earnings before income tax expense
   16,932    6,116    21,568    —      44,616
Income tax expense
   3,140    1,134    3,999    —      8,273


Net earnings before equity in earnings of subsidiaries
   13,792    4,982    17,569    —      36,343
Equity in earnings of subsidiaries
   22,551    17,899    1,024    (41,474 ) —


Net earnings
   $ 36,343    $ 22,881    $ 18,593    $ (41,474 ) $ 36,343


Comprehensive income
   $ 48,518    $ 28,858    $ 26,019    $ (54,877 ) $ 48,518

   Three Months Ended November 30, 2011
   Parent Guarantors    Non-Guarantors Eliminations Consolidated
Net sales
   $ 48,520    $ 136,441       $ 207,838    $ —      $ 392,799
Cost of products sold
   15,279    94,632       130,280    —      240,191




Gross profit
   33,241    41,809       77,558    —      152,608
Selling, administrative and engineering expenses
   20,666    26,262       41,181    —      88,109
Amortization of intangible assets
   335    3,420       3,463    —      7,218




Operating profit
   12,240    12,127       32,914    —      57,281
Financing costs, net
   8,237    3       (18 ) —      8,222
Intercompany expense (income), net
   (7,491 ) 566       6,925    —      —
Other expense, net
   193    344       120    —      657




Earnings before income tax expense
   11,301    11,214       25,887    —      48,402
Income tax expense
   2,622    2,601       6,005    —      11,228




Net earnings before equity in earnings of subsidiaries
   8,679    8,613       19,882    —      37,174
Equity in earnings (loss) of subsidiaries
   28,495    16,794       (488 ) (44,801 ) —




Net earnings
   $ 37,174    $ 25,407       $ 19,394    $ (44,801 ) $ 37,174




Comprehensive income
   $ 4,788    $ 8,339       $ 11,321    $ (19,660 ) $ 4,788



	Three Months Ended November 30, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	45,091		$	79,636		$	214,829		$	—		$	339,556
Cost of products sold	12,072			55,255			140,449			—			207,776
Gross profit	33,019			24,381			74,380			—			131,780
Selling, administrative and engineering expenses	16,858			15,952			49,108			—			81,918
Amortization of intangible assets	318			2,575			3,322			—			6,215
Operating profit	15,843			5,854			21,950			—			43,647
Financing costs, net	6,779			3			(32		)	—			6,750
Intercompany expense (income), net	(4,997		)	(339		)	5,336			—			—
Other expense (income), net	10,417			(293		)	(8,983		)	—			1,141
Earnings from continuing operations before income tax expense (benefit)	3,644			6,483			25,629			—			35,756
Income tax expense (benefit)	1,008			1,795			(52		)	—			2,751
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		)	—
Earnings from continuing operations	36,858			18,021			28,881			(50,755		)	33,005
Earnings (loss) from discontinued operations	(821		)	3,338			515			—			3,032
Net earnings	$	36,037		$	21,359		$	29,396		$	(50,755	)	$	36,037
Comprehensive income	$	53,040		$	38,797		$	27,671		$	(66,468	)	$	53,040

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(In thousands)



	Three Months Ended November 30, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	45,838		$	70,191		$	191,780		$	—		$	307,809
Cost of products sold	12,408			48,304			122,729			—			183,441
Gross profit	33,430			21,887			69,051			—			124,368
Selling, administrative and engineering expenses	17,118			15,103			42,639			—			74,860
Amortization of intangible assets	321			2,657			3,056			—			6,034
Operating profit	15,991			4,127			23,356			—			43,474
Financing costs, net	6,358			5			(41		)	—			6,322
Intercompany expense (income), net	(7,270		)	1,955			5,315			—			—
Other expense (income), net	(364		)	(403		)	1,411			—			644
Earnings from continuing operations before income tax expense	17,267			2,570			16,671			—			36,508
Income tax expense	3,236			121			2,600			—			5,957
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
Comprehensive income	$	48,518		$	28,858		$	26,019		$	(54,877	)	$	48,518

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)

   November 30, 2012
   Parent    Guarantors    Non-Guarantors    Eliminations Consolidated
ASSETS

Current assets
   $ 73,934       $ 152,380       $ 352,254       $ —      $ 578,568
Property, plant & equipment, net
   6,890       31,077       79,792       —      117,759
Goodwill
   62,543       432,464       376,691       —      871,698
Other intangibles, net
   14,201       202,745       223,242       —      440,188
Investment in subsidiaries
   1,919,244       265,560       92,319       (2,277,123 ) —
Intercompany receivable
   —         425,309       301,844       (727,153 ) —
Other long-term assets
   11,835       22       5,386       —      17,243








Total assets
   $ 2,088,647       $ 1,509,557       $ 1,431,528       $ (3,004,276 ) $ 2,025,456








LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities
   $ 61,673       $ 54,539       $ 173,635       $ —      $ 289,847
Long-term debt
   387,500       —         —         —      387,500
Deferred income taxes
   88,353       —         41,598       —      129,951
Pension and post-retirement benefit liabilities
   22,253       —         3,980       —      26,233
Other long-term liabilities
   62,308       525       27,094       —      89,927
Intercompany payable
   364,562       —         362,591       (727,153 ) —
Shareholders’ equity
   1,101,998       1,454,493       822,630       (2,277,123 ) 1,101,998








Total liabilities and shareholders’ equity
   $ 2,088,647       $ 1,509,557       $ 1,431,528       $ (3,004,276 ) $ 2,025,456

   August 31, 2012
   Parent    Guarantors    Non-Guarantors    Eliminations Consolidated
ASSETS

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
   $ 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 post-retirement 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



	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

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)



	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 & 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

(In thousands)

   Three Months Ended November 30, 2012
   Parent Guarantors Non-Guarantors Eliminations    Consolidated
Operating Activities

Net cash provided by (used in) operating activities
   $ (658 ) $ 4,779    $ 8,154    $ —         $ 12,275
Investing Activities

Proceeds from sale of property, plant and equipment
   571    14    392    —         977
Capital expenditures
   (399 ) (1,291 ) (5,999 ) —         (7,689 )
Business acquisitions, net of cash acquired
   —      —      (83 ) —         (83 )




Cash provided by (used in) investing activities
   172    (1,277 ) (5,690 ) —         (6,795 )
Financing Activities

Principal repayment of term loans
   (1,250 ) —      —      —         (1,250 )
Intercompany loan activity
   (4,991 ) (3,593 ) 8,584    —         —
Purchase of treasury shares
   (7,142 ) —      —      —         (7,142 )
Stock option exercises, related tax benefits and other
   5,473    —      —      —         5,473
Cash dividend
   (2,911 ) —      —      —         (2,911 )




Cash provided by (used in) financing activities
   (10,821 ) (3,593 ) 8,584    —         (5,830 )
Effect of exchange rate changes on cash
   —      —      477    —         477




Net increase (decrease) in cash and cash equivalents
   (11,307 ) (91 ) 11,525    —         127
Cash and cash equivalents—beginning of period
   12,401    91    55,692    —         68,184




Cash and cash equivalents—end of period
   $ 1,094    $ —      $ 67,217    $ —         $ 68,311



	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

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

   Three Months Ended November 30, 2011
   Parent Guarantors Non-Guarantors Eliminations    Consolidated
Operating Activities

Net cash provided by (used in) operating activities
   $ (10,089 ) $ 7,121    $ 23,443    $ —         $ 20,475
Investing Activities

Proceeds from sale of property, plant and equipment
   —      68    5,850    —         5,918
Capital expenditures
   (2,206 ) (571 ) (2,818 ) —         (5,595 )
Business acquistitions, net of cash acquired
   (290 ) —      —      —         (290 )




Cash (used in) provided by investing activities
   (2,496 ) (503 ) 3,032    —         33
Financing Activities

Net borrowings on revolver and other debt
   4,700    —      109    —         4,809
Intercompany loan activity
   28,060    (6,618 ) (21,442 ) —         —
Purchase of treasury shares
   (20,410 ) —      —      —         (20,410 )
Stock option exercises and related tax benefits
   2,782 �� —      —      —         2,782
Cash dividend
   (2,748 ) —      —      —         (2,748 )




Cash (used in) provided by financing activities
   12,384    (6,618 ) (21,333 ) —         (15,567 )
Effect of exchange rate changes on cash
   —      —      (1,043 ) —         (1,043 )




Net (decrease) increase in cash and cash equivalents
   (201 ) —      4,099    —         3,898
Cash and cash equivalents—beginning of period
   872    —      43,349    —         44,221




Cash and cash equivalents—end of period
   $ 671    $ —      $ 47,448    $ —         $ 48,119



	Three Months Ended, November 30, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations		Consolidated
Operating Activities
Net cash (used in) provided by operating activities	$	(658	)	$	4,779		$	8,154		$	—	$	12,275
Investing Activities
Proceeds from sale of property, plant and equipment	571			14			392			—		977
Capital expenditures	(399		)	(1,291		)	(5,999		)	—		(7,689		)
Business acquisitions, net of cash acquired	—			—			(83		)	—		(83		)
Cash provided by (used in) investing activities	172			(1,277		)	(5,690		)	—		(6,795		)
Financing Activities
Principal repayments of term loans	(1,250		)	—			—			—		(1,250		)
Intercompany loan activity	(4,991		)	(3,593		)	8,584			—		—
Purchase of treasury shares	(7,142		)	—			—			—		(7,142		)
Stock option exercises and related tax benefits	5,473			—			—			—		5,473
Cash dividend	(2,911		)	—			—			—		(2,911		)
Cash provided by (used in) financing activities	(10,821		)	(3,593		)	8,584			—		(5,830		)
Effect of exchange rate changes on cash	—			—			477			—		477
Net (decrease) increase in cash and cash equivalents	(11,307		)	(91		)	11,525			—		127
Cash and cash equivalents—beginning of period	12,401			91			55,692			—		68,184
Cash and cash equivalents—end of period	$	1,094		$	—		$	67,217		$	—	$	68,311

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 ~~four~~three operating and reportable segments: Industrial, Energy ~~Electrical~~ 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 ~~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.

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,
	2013				2012
Net sales	$	340	100.0	%	$	308	100.0	%
Cost of products sold	208		61.2	%	183		59.6	%
Gross profit	132		38.8	%	124		40.4	%
Selling, administrative and engineering expenses	82		24.1	%	75		24.4	%
Amortization of intangible assets	6		1.8	%	6		1.9	%
Operating profit	44		12.9	%	43		14.1	%
Financing costs, net	7		2.0	%	6		1.9	%
Other expense, net	1		0.3	%	1		0.3	%
Earnings from continuing operations before income tax expense	36		10.6	%	37		11.9	%
Income tax expense	3		0.8	%	6		1.9	%
Earnings from continuing operations	33		9.8	%	31		10.0	%
Income from discontinued operations, net of income taxes	3		0.9	%	6		1.9	%
Net earnings	$	36	10.7	%	$	36	11.9	%

Diluted earnings from continuing operations per share	$	0.44			$	0.41
Diluted earnings per share	$	0.48			$	0.49

The comparability of ~~the~~ operating results ~~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 existed in the end markets we serve. Listed below are the significant acquisitions completed since September 1, 2011.


~~Business~~	~~Segment~~	~~Acquisition Date~~
~~CrossControl AB~~	~~Engineered Solutions~~	~~July 2012~~
~~Turotest Medidores Ltda~~	~~Engineered Solutions~~	~~March 2012~~
~~Jeyco Pty Ltd~~	~~Energy~~	~~February 2012~~

~~In addition to acquisitions,~~ changes in foreign currency exchange rates ~~also influence our financial results as~~(as approximately one-half of our sales are denominated in currencies other than the U.S. ~~dollar. The year-over-year weakening of~~dollar), acquisitions, divestitures and the ~~Euro during~~economic conditions in the end markets we serve. Consolidated sales for the first quarter of fiscal ~~2013 has unfavorably impacted our operating results due~~2014 increased 10% to ~~the translation of non-U.S. dollar denominated results.~~

~~Results of Operations~~

Global economic uncertainty has created a challenging business environment which has impacted our businesses. Most of our businesses have experienced softening end market demand over the past several quarters. Overall, results of operations for the three months ended November 30, 2012 reflect a negative core sales trend as the European recession, inventory destocking by OEMs in 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 various actions to lower our cost structure including reductions in workforce, consolidation of facilities and management, as well as product sourcing initiatives. Our priorities during the remainder of fiscal 2013 include the execution of certain restructuring activities, continued working capital management and investments in growth initiatives, including strategic acquisitions and G+I opportunities.

~~The following table sets forth our results of operations (in millions):~~

   Three Months Ended November 30,
   2012    2011
Net sales
   $ 377       100 % $ 393       100 %
Cost of products sold
   230       61 % 240       61 %





Gross profit
   147       39 % 153       39 %
Selling, administrative and engineering
   88       23 % 88       22 %
Amortization of intangible assets
   8       2 % 7       2 %





Operating profit
   51       14 % 57       15 %
Financing costs, net
   6       2 % 8       2 %
Other expense, net
   1       0 % 1       0 %





Earnings before income tax expense
   44       12 % 48       12 %
Income tax expense
   8       2 % 11       3 %





Net earnings
   $ 36       10 % $ 37       9 %

~~Fiscal 2013 first quarter consolidated net sales were $377~~$340 million ~~4% lower than the $393~~from $308 million in the comparable prior year period. ~~Excluding the $18 million year-over-year increase~~Core sales (sales excluding acquisitions, divestitures and changes in ~~sales from acquisitions and the $5 million unfavorable impact of~~ foreign currency exchange ~~rate changes, fiscal 2013 first~~rates) increased 5%, while acquisitions added 6% to net sales and currency translation reduced sales by 1%. Core sales growth in the quarter ~~consolidated core sales declined 7% compared to~~was primarily driven by a broad based rebound in demand in the ~~prior year.~~Engineered Solutions

Table of Contents

segment, while market conditions remain challenging in the Industrial and Energy segments. Operating profit ~~for~~in the ~~first~~ quarter ~~of fiscal 2013~~ was ~~$51~~$44 million, compared to ~~$57~~$43 million in the comparable prior year period. ~~Reduced sales volumes, unfavorable~~Unfavorable segment and product mix, restructuring costs and ~~investments~~the inclusion of the Viking acquisition resulted in ~~growth initiatives drove this year-over-year decline in operating profit. We were able to largely offset~~ the decline in consolidated operating profit ~~with lower borrowing costs~~margin. Fiscal 2014 first quarter net earnings and ~~income taxes, resulting in net income and diluted~~ earnings per diluted share ~~down only modestly~~were $36 million and $0.48, respectively, while earnings from continuing operations were $33 million, or $0.44 per diluted share (7% higher than the prior ~~year. The changes in sales and operating profit at the segment level are discussed in further detail below.~~

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 tothat are used in maintenance and other applications in the ~~maintenance,~~ industrial, energy, infrastructure and production automation markets. ~~During~~Despite tepid economic conditions globally we believe the ~~first quarter,~~Industrial segment will generate single digit core sales growth induring the ~~segment was~~remainder of the fiscal year, driven by ~~higher global Integrated Solutions activity~~our vertical market initiatives, new product introductions and ~~steady industrial demand in most regions outside~~the benefit 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.~~G+I activities. The following table sets forth the results of operations for the Industrial segment (in millions):

   Three Months Ended November 30,
   2012 2011
Net sales
   $ 101    $ 100
Operating profit
   27    28
Operating profit %
   27 % 28 %



	Three months ended November 30,
	2013			2012
Net sales	$	99		$	101
Operating profit	27			27
Operating profit %	27.3		%	26.7		%

Fiscal ~~2013~~ 2014 first quarter net sales ~~were $101~~decreased $2 million ~~a 1% increase from~~(2%) to $99 million compared to the ~~comparable~~ prior year period. Excluding the impact of foreign currency rate changes (which unfavorably impacted sales comparisons by $2$1 million), core sales ~~increased~~decreased 2%~~. Unfavorable product mix along with incremental G+I investments resulted~~ in ~~slightly~~the first quarter, due to lower global Integrated Solutions shipments compared to the robust prior year level. Despite lower sales levels, first quarter operating profit ~~margins.~~

margin improved slightly due to 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 toprimarily 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 digit core sales growth during the remainder of fiscal 2014, the result of solid maintenance and oil & gas ~~power generation~~activity and ~~other energy markets. Worldwide requirements for energy~~improved market demand from non-energy markets (defense, marine and supportive oil prices have encouraged customers and asset owners to maintain or increase production, invest in capital projects and complete previously deferred maintenance activities. As a result, we are seeing broad-based strength across this segment.aerospace). The following table sets forth the results of operations for the Energy segment (in millions):

   Three Months Ended November 30,
   2012 2011
Net sales
   $ 91    $ 80
Operating profit
   15    13
Operating profit %
   17 % 16 %



	Three months ended November 30,
	2013			2012
Net sales	$	108		$	91
Operating profit	9			15
Operating profit %	8.3		%	17.0		%

Compared to the prior year, Energy segment first quarter net sales increased $17 million (19%) to $108 million in fiscal 2014. 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% in the quarter. While end market demand in seismic, industrial and defense markets improved, difficult comparisons in the North American nuclear maintenance market, as well as lower North American rental revenue, resulted in the core sales decline. First quarter operating profit margin declined primarily due to the collective impact of acquisition mix (given Viking's lower than segment average margins), unfavorable sales and customer mix in Hydratight and Cortland and higher costs due to labor utilization inefficiencies.

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 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 segment continues to focus on the commercialization of new products and the execution of restructuring initiatives to reduce cost and improve market competitiveness. The following table sets forth the results of operations for the Engineered Solutions segment (in millions):

Table of Contents



	Three months ended November 30,
	2013			2012
Net sales	$	133		$	116
Operating profit	13			8
Operating profit %	9.9		%	6.6		%

Compared to the prior year, Engineered Solutions segment first quarter net sales increased $17 million (15%) to $133 million. Excluding foreign currency rate changes (which favorably impacted sales by $2 million) and a product line divestiture, core sales increased 15% in the first quarter. The core sales growth was broad based across most served markets and geographies and reflected particularly strong truck market demand in Europe and China. Despite $1 million of restructuring costs, first quarter operating profit margin increased to 9.9% due to higher sales volumes (absorption of fixed costs) and the benefit of prior restructuring actions.

General Corporate

General corporate expenses were $5 million and $7 million for the three months ended November 30, 2013 and 2012, respectively. Lower corporate expenses were primarily due to certain 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 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.

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 the three months ended November 30, 2013, and 16.3% for the comparable prior year period. During the three months ended November 30, ~~2012 increased by $11~~2013 the Company liquidated a foreign entity which generated a $7.3 million ~~(13%) to $91 million compared to the prior year period. Excluding sales~~discrete income tax benefit from the ~~Jeyco acquisition ($7 million), core sales grew 4% for~~resulting net operating loss carryforwards. Similarly, the first quarter of fiscal 2013 income tax provision included $5.5 million of discrete period income tax benefits, the result of ~~continued robust maintenance~~changes to deferred income tax balances and ~~capital spending in oil & gas, nuclear, power generation and other energy markets. Improved~~the recognition of a net operating ~~profit margins during the quarter were primarily driven by favorable sales mix.~~

~~Electrical Segment~~loss carryforward of $3.4 million.

Discontinued Operations

The Electrical segment is primarily involved in the design, manufacture and distribution of a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility, marine and other harsh environment markets. Weak end market demand in European solar (difficult prior year comparable sales levels, overall economic conditions, changes in government regulations and weak consumer confidence) was the primary reason for the core sales decline in the quarter. This segment continues to focus on driving cost savings from the recently completed North American manufacturing facility consolidation and being responsive to end market demand. The ~~following table sets forth the~~ results of operations for the Electrical segment ~~(in millions):~~

   Three Months Ended November 30,
   2012 2011
Net sales
   $ 69    $ 83
Operating profit
   8    5
Operating profit %
   11 % 6 %

Electrical segment first quarter net sales were $69 million, 16% lower than the comparable prior year quarter. The decline in core sales (16%) was largely due 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 lower industrial transformer demand contributed to the sales decline. The benefit of prior year restructuring actions,have been reported as ~~well as a fire related insurance recovery at our Mastervolt business, drove the improvement in operating profit margins.~~

~~Engineered Solutions Segment~~

The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in a variety of markets. As anticipated, this segment experienced a core sales decline in the first quarter as challenging end market conditions are now broad based across the segment. European truck and automotive volumes remain at reduced levels, while the global agriculture and North American truck and construction equipment markets have seen recent declines. This segment continues to focus on integrating the recently acquired Turotest and CrossControl businesses and reducing its cost structure in line with reduced OEM build rates.discontinued operations for all periods presented. The following table ~~sets forth~~summarizes the results of discontinued operations ~~for the Engineered Solutions segment~~ (in millions):

   Three Months Ended November 30,
   2012 2011
Net sales
   $ 116    $ 129
Operating profit
   8    19
Operating profit %
   7 % 15 %

~~Net sales in the Engineered Solutions~~



	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 decreased by $13 million (10%), from $129 million for the three 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, core salesoperating income declined 17%. First quarter net sales levels reflect concerted actions by our OEM customers to reduce their inventory levels and production schedules in response to lower demand at the dealer level. Segment operating profit declined from the prior year ~~period,~~over year as ~~the impact of restructuring costs and the reduced volume (under-absorption of operating costs) was only partially offset by lower incentive compensation costs.~~

~~General Corporate~~

General corporate expenses were $7 million and $8 million for the three months ended November 30, 2012 and 2011, respectively. The reduction is primarily due to lower incentive compensation costs during the quarter.

~~Financing Costs, net~~

All debt is considered to be for general corporate purposes and therefore financing costs have not been allocated to our segments. Financing costs, net were $6 million and $8 million for the three months ended November 30, 2012 and 2011, respectively. 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 benefita result of lower ~~borrowing costs from the refinancing~~sales volume and disposition related costs.

Table of ~~our Senior Notes (both completed in the third quarter of fiscal 2012).~~

~~Income Taxes Expense~~

The effective income tax rate was 18.5% and 23.1% for the three months ended November 30, 2012 and 2011, respectively. 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.

Contents

Cash Flows

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

   Three Months
Ended
November 30,
   2012 2011
Net cash provided by operating activities
   $ 12    $ 20
Net cash used in investing activities
   (7 ) —
Net cash used in financing activities
   (6 ) (15 )
Effect of exchange rates on cash
   1    (1 )


Net increase in cash and cash equivalents
   $ —      $ 4



	Three months ended November 30,
	2013			2012
Net cash provided by operating activities	$	33		$	12
Net cash used in investing activities	(9		)	(7		)
Net cash used in financing activities	(20		)	(6		)
Effect of exchange rates on cash	2			1
Net increase in cash and cash equivalents	$	6		$	—

Cash flows from operating activities during the three months ended November 30, 2013 were $33 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 million of fiscal 2012 incentive compensation costs, reduced accounts payable and increased inventory levels. These operating cash flows funded the repurchase of approximately 0.3 million shares of the Company’s common stock ($7 million) under the stock buyback program, our $3 million annual dividend and $8 million of capital expenditures.

Cash flows from operating activities during the three months ended November 30, 2011 were $20 million, the result of net earnings, offset by the payment of $28 million of fiscal 2011 incentive compensation costs and increased accounts receivable and inventory levels. These 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). Proceeds from the sale of property, plant and equipment (which included the sale-leaseback of certain equipment) more than offset the $6 million of capital expenditures during the first quarter of fiscal 2012.

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 ~~the components~~a comparison of ~~the metric at November 30 (in millions):~~

   2012 PWC% 2011 PWC%
Accounts receivable, net
   $ 232    15 % $ 227    15 %
Inventory, net
   225    15 % 219    14 %
Accounts payable
   (164 ) -11 % (163 ) -11 %


Net primary working capital
   $ 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.~~

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

~~Liquidity~~

Our Senior Credit Facility, which matures on ~~February 23, 2016,~~July 18, 2018, includes a ~~$600~~$600 million revolving credit ~~facility,~~line, a ~~$100~~$90 million term loan and a ~~$300~~$350 million expansion option, subject to certain conditions. Quarterly principal payments of ~~$1.25~~$1 million ~~began~~ begin on the ~~$100 million~~ term loan on ~~March 31, 2012,~~September 30, 2014, increasing to ~~$2.5~~$2 million per quarter beginning on ~~March 31, 2013,~~September 30, 2015, with the remaining principal due at maturity. ~~At November 30, 2012, we had $68 million of cash and cash equivalents and $596 million of available liquidity under our Senior Credit Facility.~~ We believe that ~~the~~ availability under the Senior Credit Facility, combined with our existing cash on hand, proceeds from the sale 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.

~~See Note 6, “Debt” in the notes to the condensed consolidated financial statements for further discussion on the Senior Credit Facility.~~

Commitments and Contingencies

2013.

Table of Contents

We had outstanding letters of credit of approximately ~~$11~~$11 million ~~and $8 million~~ at both November 30, ~~2012~~2013 and August 31, ~~2012, respectively,~~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, ~~2012,~~2013, and, as of November 30, ~~2012,~~2013, 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:

~~There has been no significant~~ We manage interest expense using a mixture of fixed-rate and variable-rate debt. A change in interest rates on our ~~exposure to market risk during~~5.625% 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 $0.2 million for the three months ended November 30, ~~2012. For a discussion of~~2013. From time to time, we may enter into interest rate swap agreements to manage our exposure to ~~market~~interest rate changes. At November 30, 2013, 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 ~~refer~~relating to ~~Item 7A, Quantitative~~receipts from customers, payments to suppliers and ~~Qualitative Disclosures about Market Risk, contained~~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 ~~Annual Report~~results 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-K~~the translation of our results 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 $20 million and $2 million lower, respectively, for the ~~fiscal year~~three months ended ~~August 31, 2012.~~

November 30, 2013. 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 financial position would result in a $90 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.

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.

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

Table of Contents

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, ~~2012~~2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

27
Table of Contents

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, ~~2012.~~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
September 1 to September 30, 2012
   —         —         4,341,249
October 1 to October 31, 2012
   159,200       $ 27.95       4,182,049
November 1 to November 30, 2012
   100,000       26.84       4,082,049





Total
   259,200       27.53



	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

Item 6 – Exhibits

(a) Exhibits

See “Index to Exhibits” on page ~~26,~~30, which is incorporated herein by reference.

Table of Contents

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)~~

	ACTUANT CORPORATION
	(Registrant)
Date: January 8, ~~2013~~	2014		By:	/S/ ANDREW G. LAMPEREUR
		Andrew G. Lampereur
			~~Andrew G. Lampereur~~
				Executive Vice President and Chief Financial Officer
				(Principal Financial Officer)

Table of Contents

ACTUANT CORPORATION

(the “Registrant”)

(Commission File No. 1-11288)

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~November~~NOVEMBER 30, ~~2012~~

2013

INDEX TO EXHIBITS



~~Exhibit~~	~~Description~~	~~Incorporated~~ ~~Herein~~ ~~By Reference~~ To	~~Filed~~ ~~Herewith~~
Exhibit	Description	Incorporated Herein By Reference To	Filed Herewith		Furnished Herewith
2.1	Purchase Agreement between Power Products, LLC and Actuant Corporation dated as of October 30, 2013	Exhibit 2.1 to the Registrant's Form 8-K filed on December 19, 2013

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the ~~Sarbanes- Oxley~~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~~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*101	The following materials from the Actuant Corporation Form 10-Q for the quarter ended November 30, ~~2012~~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 herewith~~


~~Part I—Financial Information~~

	Page No.

Part I—Financial Information

Item 1—Condensed Consolidated Financial Statements (Unaudited)


Condensed Consolidated Statements of Earnings	4
	4

Condensed Consolidated Statements of Comprehensive Income	5
	5

Condensed Consolidated Balance Sheets	6
	6

Condensed Consolidated Statements of Cash Flows	7
	7

Notes to Condensed Consolidated Financial Statements	8
	8

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	19

Item 3—Quantitative and Qualitative Disclosures about Market Risk	26
	23

Item 4—Controls and Procedures	26
	23

Part II—Other Information


Item 2—Unregistered Sales of Equity Securities and Use of Proceeds	28
	24

Item 6—Exhibits		24	28


	Three Months Ended November 30,
	2012		2011
Net sales	$	377,248	$	392,799
Cost of products sold		230,262		240,191

Gross profit		146,986		152,608
Selling, administrative and engineering expenses		87,830		88,109
Amortization of intangible assets		7,854		7,218

Operating profit		51,302		57,281
Financing costs, net		6,322		8,222
Other expense, net		364		657

Earnings before income tax expense		44,616		48,402
Income tax expense		8,273		11,228

Net earnings	$	36,343	$	37,174

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


	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

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

Gross property, plant and equipment		303,033			292,584
Less: Accumulated depreciation		(185,274	)		(176,700	)

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

Total assets	$	2,025,456		$	2,007,119

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

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

Total shareholders’ equity		1,101,998			1,051,836

Total liabilities and shareholders’ equity	$	2,025,456		$	2,007,119


	Three Months Ended November 30,
	2012		2011
Net sales
As reported	$	377,248	$	392,799
Pro forma		377,248		415,787
Net earnings
As reported	$	36,343	$	37,174
Pro forma		36,502		40,097
Basic earnings per share
As reported	$	0.50	$	0.54
Pro forma		0.50		0.59
Diluted earnings per share
As reported	$	0.49	$	0.50
Pro forma		0.49		0.54


	Industrial		Energy		Electrical		Engineered Solutions		Total
Balance as of August 31, 2012	$	81,404	$	259,521	$	213,870	$	311,617	$	866,412
Purchase accounting adjustments		—		—		—		87		87
Impact of changes in foreign currency rates		1,044		2,020		777		1,358		5,199

Balance as of November 30, 2012	$	82,448	$	261,541	$	214,647	$	313,062	$	871,698


	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
Amortizable intangible assets:
Customer relationships		15	$	349,873	$	100,296	$	249,577	$	347,739	$	93,768	$	253,971
Patents		13		53,042		35,865		17,177		52,851		34,842		18,009
Trademarks and tradenames		19		43,690		9,357		34,333		43,820		8,670		35,150
Non-compete agreements and other		4		7,734		6,590		1,144		7,677		6,316		1,361
Indefinite lived intangible assets:
Tradenames		N/A		137,957		—		137,957		137,393		—		137,393

			$	592,296	$	152,108	$	440,188	$	589,480	$	143,596	$	445,884


	November 30, 2012			August 31, 2012
Senior Credit Facility
Revolver	$	—		$	—
Term Loan		96,250			97,500

		96,250			97,500
5.625% Senior Notes		300,000			300,000

Total Senior Indebtedness		396,250			397,500
Less: current maturities of long-term debt		(8,750	)		(7,500	)

Total long-term debt	$	387,500		$	390,000


	Three Months Ended November 30, 2011
	Parent			Guarantors		Non-Guarantors			Eliminations			Consolidated
Net sales	$	48,520		$	136,441	$	207,838		$	—		$	392,799
Cost of products sold		15,279			94,632		130,280			—			240,191

Gross profit		33,241			41,809		77,558			—			152,608
Selling, administrative and engineering expenses		20,666			26,262		41,181			—			88,109
Amortization of intangible assets		335			3,420		3,463			—			7,218

Operating profit		12,240			12,127		32,914			—			57,281
Financing costs, net		8,237			3		(18	)		—			8,222
Intercompany expense (income), net		(7,491	)		566		6,925			—			—
Other expense, net		193			344		120			—			657

Earnings before income tax expense		11,301			11,214		25,887			—			48,402
Income tax expense		2,622			2,601		6,005			—			11,228

Net earnings before equity in earnings of subsidiaries		8,679			8,613		19,882			—			37,174
Equity in earnings (loss) of subsidiaries		28,495			16,794		(488	)		(44,801	)		—

Net earnings	$	37,174		$	25,407	$	19,394		$	(44,801	)	$	37,174


Comprehensive income	$	4,788		$	8,339	$	11,321		$	(19,660	)	$	4,788


	Three Months Ended November 30,
	2012			2011
Net cash provided by operating activities	$	12		$	20
Net cash used in investing activities		(7	)		—
Net cash used in financing activities		(6	)		(15	)
Effect of exchange rates on cash		1			(1	)

Net increase in cash and cash equivalents	$	—		$	4

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ ~~(Do~~(Do not check if a smaller reporting company)

Smaller reporting company