MANITOWOC CO INC (Form: 10-Q, Received: 11/09/2009 16:27:20)

THE MANITOWOC COMPANY, INC.

LIMITATION ON LIABILITY

NONALIENATION OF BENEFITS

CONTRARY REPRESENTATIONS

NO FUNDING

APPLICABLE LAW

OFFSET

SEVERABILITY

PAYMENT

Severance benefits will be paid in accordance with such schedule as Manitowoc establishes at the time that severance benefits are offered under this Plan. All legally required taxes and any sums owing to Manitowoc or any other Related Employer shall be deducted from the severance benefits otherwise paid under this Plan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number

1-11978

The Manitowoc Company, Inc.

(Exact name of registrant as specified in its charter)

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

2400 South 44th Street, Manitowoc, Wisconsin		54221-0066
(Address of principal executive offices)		(Zip Code)

(920) 684-4410

(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 o

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

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller Reporting Company o

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

The number of shares outstanding of the Registrant’s common stock, $.01 par value, as of September 30, 2009, the most recent practicable date, was 130,631,654.

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THE MANITOWOC COMPANY, INC.

FORM 10-Q INDEX

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

			Page

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)

	Consolidated Statements of Operations For the Three Months and Nine Months Ended September 30, 2009 and 2008		3

	Consolidated Balance Sheets As of September 30, 2009 and December 31, 2008		4

	Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2009 and 2008		5

	Consolidated Statements of Comprehensive Income For the Three and Nine Months Ended September 30, 2009 and 2008		6

	Notes to Unaudited Consolidated Financial Statements		7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		35

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		43

ITEM 4.	CONTROLS AND PROCEDURES		44

PART II - OTHER INFORMATION

ITEM 1A.		RISK FACTORS	44

ITEM 6.		EXHIBITS	44

SIGNATURES			44

EXHIBIT INDEX			45

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2009 and 2008

(Unaudited)

(In millions, except per-share and average shares data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net sales	$	881.5		$	1,106.8		$	2,943.8		$	3,286.4

Costs and expenses:
Cost of sales	680.0			863.1			2,300.4			2,512.8
Engineering, selling and administrative expenses	132.7			98.7			420.0			317.3
Asset impairments	—			—			700.0			—
Restructuring expense	12.8			0.8			38.7			0.8
Integration expense	—			1.6			3.5			1.6
Amortization expense	8.4			2.0			25.2			5.5
Total operating costs and expenses	833.9			966.2			3,487.8			2,838.0

Earnings (loss) from operations	47.6			140.6			(544.0		)	448.4

Other income (expenses):
Amortization of deferred financing fees	(12.0		)	(0.2		)	(31.9		)	(0.6		)
Interest expense	(49.0		)	(7.3		)	(130.4		)	(21.0		)
Loss on currency hedges	—			(198.4		)	—			(198.4		)
Loss on debt extinguishment	—			—			(2.1		)	—
Other income (expense), net	2.3			(2.8		)	8.5			5.3
Total other income (expenses)	(58.7		)	(208.7		)	(155.9		)	(214.7		)

Earnings (loss) from continuing operations before taxes on income	(11.1		)	(68.1		)	(699.9		)	233.7
Provision (benefit) for taxes on income	3.6			(29.6		)	(63.6		)	55.9
Earnings (loss) from continuing operations	(14.7		)	(38.5		)	(636.3		)	177.8

Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes of $0.1, $4.2, $1.9 and $12.1, respectively	(1.8		)	11.6			(33.1		)	31.7
Loss on sale of discontinued operations, net of income taxes of $2.7 and $19.6, respectively	(2.7		)	—			(25.8		)	—
Net earnings (loss)	(19.2		)	(26.9		)	(695.2		)	209.5
Less: Net loss attributable to noncontrolling interest, net of tax	(1.5		)	(0.8		)	(3.2		)	(0.9		)
Net earnings (loss) attributable to Manitowoc	(17.7		)	(26.1		)	(692.0		)	210.4

Amounts attributable to the Manitowoc common shareholders:
Earnings (loss) from continuing operations	(13.2		)	(37.7		)	(633.1		)	178.7
Earnings (loss) from discontinued operations, net of income taxes	(1.8		)	11.6			(33.1		)	31.7
Loss on sale of discontinued operations, net of income taxes	(2.7		)	—			(25.8		)	—
Net earnings (loss) attributable to Manitowoc	(17.7		)	(26.1		)	(692.0		)	210.4

Basic earnings (loss) per common share:
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders	(0.10		)	(0.29		)	(4.86		)	1.38
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders	(0.01		)	0.09			(0.25		)	0.24
Loss on sale of discontinued operations, net of income taxes	(0.02		)	—			(0.20		)	—
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders	(0.14		)	(0.20		)	(5.31		)	1.62

Diluted earnings (loss) per common share:
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders	(0.10		)	(0.29		)	(4.86		)	1.36
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders	(0.01		)	0.09			(0.25		)	0.24
Loss on sale of discontinued operations, net of income taxes	(0.02		)	—			(0.20		)	—
Earnings (loss) per share attributable to Manitowoc common shareholders	(0.14		)	(0.20		)	(5.31		)	1.60

Weighted average shares outstanding — basic	130,284,925			130,090,741			130,227,298			129,855,810
Weighted average shares outstanding — diluted	130,284,925			130,090,741			130,227,298			131,781,634

See accompanying notes which are an integral part of these statements.

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THE MANITOWOC COMPANY, INC.

Consolidated Balance Sheets

As of September 30, 2009 and December 31, 2008

(Unaudited)

(In millions, except share data)

	September 30, 2009			December 31, 2008
Assets
Current Assets:
Cash and cash equivalents	$	158.5		$	173.0
Marketable securities	2.6			2.6
Restricted cash	6.5			5.1
Accounts receivable, less allowances of $38.2 and $36.3, respectively	420.0			608.2
Inventories — net	718.9			925.3
Deferred income taxes	210.7			138.1
Other current assets	71.1			177.9
Current assets of discontinued operations	—			124.8
Total current assets	1,588.3			2,155.0

Property, plant and equipment — net	715.0			728.8
Goodwill	1,244.2			1,890.5
Other intangible assets — net	948.6			1,009.0
Other non-current assets	149.0			179.7
Long-term assets of discontinued operations	—			123.1
Total assets	$	4,645.1		$	6,086.1

Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	822.1		$	1,206.3
Short-term borrowings	176.2			182.3
Income taxes payable	29.8			—
Product warranties	98.6			102.0
Customer advances	54.2			48.5
Product liabilities	31.3			34.4
Current liabilities of discontinued operations	—			44.6
Total current liabilities	1,212.2			1,618.1
Non-Current Liabilities:
Long-term debt	2,217.0			2,473.0
Deferred income taxes	286.9			283.7
Pension obligations	43.6			48.0
Postretirement health and other benefit obligations	54.7			55.9
Long-term deferred revenue	40.1			56.3
Other non-current liabilities	148.8			228.8
Total non-current liabilities	2,791.1			3,145.7

Commitments and contingencies (Note 15)

Total Equity:
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 130,631,654 and 130,359,554 shares outstanding, respectively)	1.4			1.4
Additional paid-in capital	440.7			436.1
Accumulated other comprehensive income	86.3			68.5
Retained earnings	203.5			903.4
Treasury stock, at cost (32,544,274 and 32,816,374 shares, respectively)	(88.7		)	(88.9		)
Total Manitowoc stockholders’ equity	643.2			1,320.5
Noncontrolling interest	(1.4		)	1.8
Total equity	641.8			1,322.3
Total liabilities and equity	$	4,645.1		$	6,086.1

See accompanying notes which are an integral part of these statements.

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THE MANITOWOC COMPANY, INC.

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2009 and 2008

(Unaudited, In millions)

	Nine Months Ended
	September 30,
	2009			2008
Cash Flows from Operations:
Net earnings (loss)	$	(695.2	)	$	209.5
Adjustments to reconcile net earnings to cash provided by operating activities of continuing operations:
Asset impairments	700.0			—
Discontinued operations, net of income taxes	33.1			(31.7		)
Depreciation	72.0			62.2
Amortization of intangible assets	25.2			5.5
Deferred income taxes	(122.1		)	3.9
Loss (gain) on sale of property, plant and equipment	1.7			(1.9		)
Restructuring expense	38.7			—
Amortization of deferred financing fees	31.9			0.6
Loss on sale of discontinued operations	25.8			—
Other	5.9			5.7
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
Accounts receivable	210.6			(68.0		)
Inventories	237.6			(257.5		)
Other assets	22.5			(78.0		)
Accounts payable	(271.2		)	249.5
Accrued expenses and other liabilities	(115.4		)	13.1
Net cash provided by operating activities of continuing operations	201.1			112.9
Net cash provided by (used for) operating activities of discontinued operations	(21.2		)	36.8
Net cash provided by operating activities	179.9			149.7

Cash Flows from Investing:
Business acquisitions, net of cash acquired	—			(26.7		)
Capital expenditures	(63.5		)	(96.2		)
Change in restricted cash	(1.4		)	11.5
Proceeds from sale of business	148.8			—
Proceeds from sale of property, plant and equipment	3.5			5.6
Purchase of marketable securities	—			(0.1		)
Net cash provided by (used for) investing activities of continuing operations	87.4			(105.9		)
Net cash used for investing activities of discontinued operations	—			(2.2		)
Net cash provided by (used for) investing activities	87.4			(108.1		)

Cash Flows from Financing:
Proceeds from revolving credit facility	(17.0		)	—
Payments on long-term debt	(355.3		)	(43.1		)
Proceeds from long-term debt	118.6			33.1
Payments on notes financing	(7.9		)	(4.4		)
Debt issuance costs	(17.8		)	(17.6		)
Dividends paid	(7.9		)	(7.8		)
Exercises of stock options, including windfall tax benefits	(0.1		)	8.6
Net cash used for financing activities	(287.4		)	(31.2		)

Effect of exchange rate changes on cash	5.6			2.1

Net increase (decrease) in cash and cash equivalents	(14.5		)	12.5
Balance at beginning of period	173.0			366.9
Balance at end of period	$	158.5		$	379.4

See accompanying notes which are an integral part of these statements.

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THE MANITOWOC COMPANY, INC.

Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2009 and 2008

(Unaudited)

(In millions)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008

Net earnings (loss)	$	(19.2	)	$	(26.9	)	$	(695.2	)	$	209.5
Other comprehensive income (loss)
Derivative instrument fair market value adjustment - net of income taxes	(3.2		)	(6.6		)	2.5			(4.7		)
Foreign currency translation adjustments	39.3			(47.3		)	15.3			(1.2		)

Total other comprehensive income (loss)	36.1			(53.9		)	17.8			(5.9		)

Comprehensive income (loss)	16.9			(80.8		)	(677.4		)	203.6

Comprehensive loss attributable to noncontrolling interest	(1.5		)	(0.8		)	(3.2		)	(0.9		)

Comprehensive income (loss) attributable to Manitowoc	$	18.4		$	(80.0	)	$	(674.2	)	$	204.5

See accompanying notes which are an integral part of these statements.

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THE MANITOWOC COMPANY, INC.

Notes to Unaudited Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2009 and 2008

1. Accounting Policies

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the results of operations and comprehensive income for the three and nine months ended September 30, 2009 and 2008, the cash flows for the same nine-month periods, and the financial position at September 30, 2009, and except as otherwise discussed such adjustments consist of only those of a normal recurring nature. The interim results are not necessarily indicative of results for a full year and do not contain information included in the company’s annual consolidated financial statements and notes for the year ended December 31, 2008. The consolidated balance sheet as of December 31, 2008 was derived from audited financial statements, except for the adjustments as detailed below, and does not include all disclosures required by accounting principles generally accepted in the United States of America. It is suggested that these financial statements be read in conjunction with the financial statements and the notes to the financial statements included in the company’s latest annual report.

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

Certain prior period amounts have been reclassified to conform to the current period presentation. The company’s presentation of the Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Comprehensive Income have been adjusted to conform with the requirements of Accounting Standards Codification (ASC) Topic 810, “Noncontrolling Interest in Consolidated Financial Statements” and to reflect the Marine segment as a discontinued operation. See Note 2 to the Consolidated Financial Statements for more information regarding the Company’s first quarter 2009 adoption of Topic 810 and Note 3 for more information regarding the disposal of the Marine segment.

During the quarter ended September 30, 2009, the company identified an adjustment to the income tax provision that should have been included in its previously filed financial statements on Form 10-K for the year ended December 31, 2008. The issue was discovered during the process of reconciling the income tax provision in the financial statements to the 2008 income tax return and the required adjustment resulted in a decrease in income tax expense, an increase in refundable income taxes and an increase in retained earnings of $20.7 million for the year ended December 31, 2008. The adjustment also resulted in an increase to the company’s previously reported 2008 earnings per diluted share of $0.16. There was no impact to the 2008 cash flows from operating activities as the increase in net earnings was offset by the increase in refundable income taxes.

We do not believe that the adjustments to the provision for income taxes, refundable income taxes, and retained earnings described above are material to the company’s results of operations, financial position or cash flows for any of the company’s previously filed annual or quarterly financial statements. Accordingly, the December 31, 2008 balance sheet included herein has been revised to reflect the adjustment to refundable income taxes and retained earnings discussed above. The company will revise its 2008 financial statements, prospectively, within the Form 10-K for the fiscal year ending December 31, 2009 to reflect the impact the revisions to the statement of operations.

2. Acquisitions

On October 27, 2008, Manitowoc acquired 100% of the issued and to be issued shares of Enodis plc (Enodis). Enodis was a global leader in the design and manufacture of innovative equipment for the commercial foodservice industry. This acquisition, the largest and most recent acquisition for Manitowoc, has established Manitowoc among the world’s top manufacturers of commercial foodservice equipment. With this acquisition, the Foodservice segment capabilities now span refrigeration, ice-making, cooking, food-prep, and beverage-dispensing technologies, and allow Manitowoc to be able to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home.

The aggregate purchase price was $2.1 billion in cash, exclusive of the settlement of related hedges and there are no future contingent payments or options. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The company is in the process of finalizing third-party valuations of certain intangible assets; thus, the allocation of the purchase price is subject to future adjustment.

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At October 27, 2008 (Date of Acquisition):
Cash	$	56.9
Accounts receivable, net	157.9
Inventory, net	150.7
Other current assets	54.8
Current assets of discontinued operation	118.7
Total current assets	539.0
Property, plant and equipment	182.5
Intangible assets	930.0
Goodwill	1,296.0
Other non-current assets	40.9
Non-current assets of discontinued operation	337.0
Total assets acquired	3,325.4

Accounts payable	287.6
Other current liabilities	33.4
Current liabilities of discontinued operation	58.1
Total current liabilities	379.1
Long-term debt, less current portion	382.4
Other non-current liabilities	476.8
Non-current liabilities of discontinued operation	26.5
Total liabilities assumed	1,264.8
Net assets acquired	$	2,060.6

Of the $930.0 million of acquired intangible assets, $371.0 million was assigned to registered trademarks and tradenames that are not subject to amortization, $165.0 million was assigned to developed technology with a weighted average useful life of 15 years, and the remaining $394.0 million was assigned to customer relationships with a weighted average useful life of 20 years. All of the $1,296.0 million of goodwill was assigned to the Foodservice segment, none of which is expected to be deductible for tax purposes. See further detail related to the goodwill and other intangible assets of the Enodis acquisition at Note 7, “Goodwill and Other Intangible Assets.”

The following unaudited pro forma information reflects the results of the company’s operations for the three and nine months ended September 30, 2008 as if the acquisition of Enodis had been completed on January 1, 2008. Pro forma adjustments have been made to illustrate the incremental impact on earnings of interest costs on the borrowings to acquire Enodis, amortization expense related to acquired intangible assets of Enodis, depreciation expense related to the fair value of the acquired depreciable tangible assets and the tax benefit associated with the incremental interest costs and amortization and depreciation expense. The following unaudited pro forma information includes $14.6 million in the nine months ended September 30, 2008 of additional expense related to the fair value adjustment of inventories and excludes certain cost savings or operating synergies (including costs associated with realizing such savings or synergies) that may result from the acquisition.

	Three Months Ended			Nine Months Ended
(in $millions, except per share data)	September 30, 2008			September 30, 2008
Revenue
Pro forma	$	1,510.7		$	4,359.5
As reported	1,106.8			3,286.4
Net earnings (loss) attributable to Manitowoc
Pro forma	$	(47.8	)	$	127.3
As reported	(26.1		)	210.4
Net earnings (loss) per diluted share attributable to Manitowoc
Pro forma	$	(0.37	)	$	0.97
As reported	(0.20		)	1.60

The unaudited pro forma information is provided for illustrative purposes only and does not purport to represent what our consolidated results of operations would have been had the transaction actually occurred as of January 1, 2008 and does not purport to project our future consolidated results of operations.

In connection with the acquisition of Enodis, certain restructuring activities have been undertaken to recognize cost synergies and rationalize the new cost structure of the Foodservice segment. Amounts included in the acquisition cost allocation for these activities are summarized in the following table and recorded in accounts payable and accrued expenses in the Consolidated Balance Sheets:

At October 27, 2008:
Employee involuntary termination benefits	$	9.3
Facility closure costs	29.2
Other	5.0
Total	$	43.5

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The finalization of the purchase price allocation during 2009 could have an impact on the above restructuring amounts.

The company has not presented pro-forma financial information for the following acquisition due to the immaterial dollar amount of the transaction and the immaterial impact on our results of operations:

On March 6, 2008, the company formed a 50% joint venture with the shareholders of Tai’An Dongyue Heavy Machinery Co., Ltd. (Tai’An Dongyue) for the production of mobile and truck-mounted hydraulic cranes. The joint venture is located in Tai’An City, Shandong Province, China. The company controls 60% of the voting rights and has other rights that give it significant control over the operations of Tai’An Dongyue, and accordingly, the results of this joint venture are consolidated by the company. On January 1, 2009, the company adopted ASC Topic 810 and has reflected the new requirements in the presentation of its financial statements. Tai’An Dongyue is the company’s only subsidiary impacted by the new guidance. The aggregate consideration for the joint venture interest in Tai’An Dongyue was $32.5 million and resulted in $23.5 million of goodwill and $8.5 million of other intangible assets being recognized by the company’s Crane segment. See further detail related to the goodwill and other intangible assets of the Tai’An Dongyue acquisition at Note 7, “Goodwill and Other Intangible Assets.”

3. Discontinued Operations

On December 31, 2008, the company completed the sale of its Marine segment to Fincantieri Marine Group Holdings Inc., a subsidiary of Fincantieri — Cantieri Navali Italiani SpA. The sale price in the all-cash deal was approximately $120 million. This transaction allows the company to focus its financial assets and managerial resources on the growth of its increasingly global Crane and Foodservice businesses. The company reported the Marine segment as a discontinued operation. Results of the Marine segment in current and prior periods have been classified as discontinued in the Consolidated Financial Statements to exclude the results from continuing operations.

The following selected financial data of the Marine segment for the three and nine months ended September 30, 2009 and 2008 is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity. There was no general corporate expense or interest expense allocated to discontinued operations for this business during the periods presented.

	Three Months Ended			Nine Months Ended
	September 30,			September 30,
	2009			2009

Net sales	$	—		$	—

Pretax loss from discontinued operation	$	(2.4	)	$	(4.2	)
Gain on sale, net of income taxes	—			0.7
Benefit for taxes	0.1			0.3
Net loss from discontinued operation	$	(2.3	)	$	(3.2	)

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2008		2008

Net sales	$	103.8	$	306.1

Pretax earnings from discontinued operation	$	15.8	$	43.8
Provision for taxes on earnings	4.2		12.1
Net earnings from discontinued operation	$	11.6	$	31.7

In order to secure clearance for the acquisition of Enodis from various regulatory authorities including the European Commission and the United States Department of Justice, Manitowoc agreed to sell substantially all of Enodis’ global ice machine operations following completion of the transaction. On May 15, 2009, the company completed the sale of the Enodis global ice machine operations to Braveheart Acquisition, Inc., an affiliate of Warburg Pincus Private Equity X, L.P., for $160 million. The businesses sold were operated under the Scotsman, Ice-O-Matic, Simag, Barline, Icematic, and Oref brand names. The company also agreed to sell certain non-ice businesses of Enodis located in Italy that are operated under the Tecnomac and Icematic brand names. Prior to disposal, the antitrust clearances required that the ice businesses were treated as standalone operations, in competition with Manitowoc. The results of these operations have been classified as discontinued operations.

The company used the net proceeds from the sale of the Enodis global ice machine operations of approximately $150 million to reduce the balance on Term Loan X that matures in April of 2010. The final sale price resulted in the company recording an

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additional $28.8 million non-cash impairment charge to reduce the value of the Enodis global ice machine operations in the first quarter of 2009. As a result of the impairment charge and the earnings of the divested businesses of $0.9 million, the total loss from discontinued operations related to the Enodis global ice machine operations was $27.9 million for the first quarter of 2009. For the second quarter through May 15, 2009, the loss from discontinued operations related to the Enodis global ice machine operations was $1.8 million. In the third quarter, the company recorded a $1.1 million favorable adjustment to reduce the tax expense related to the Enodis ice machine operation results and $0.6 million of administration expenses for the disposition of the Enodis ice machine operations. In addition, the company realized an after tax loss of $23.9 million on the sale of the Enodis global ice machine operations in the second quarter of 2009 that was primarily driven by a taxable gain related to the assets held in the United States for U.S. tax purposes. In the third quarter, the company recorded a loss of $2.7 million related to a final tax adjustment on the sale of the Enodis ice machine operations.

4. Financial Instruments

The company adopted ASC Topic 820-10, “Fair Value Measurements and Disclosures” effective January 1, 2008. The following tables set forth the company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2009 and December 31, 2008 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value as of September 30, 2009
	Level 1		Level 2		Level 3		Total

Current Assets:
Foreign currency exchange contracts	$	3.2	$	—	$	—	$	3.2
Forward commodity contracts	—		0.7		—		0.7
Marketable securities	2.6		—		—		2.6
Total Current assets at fair value	$	5.8	$	0.7	$	—	$	6.5

Current Liabilities:
Foreign currency exchange contracts	$	7.0	$	—	$	—	$	7.0
Forward commodity contracts	—		0.5		—		0.5
Total Current liabilities at fair value	$	7.0	$	0.5	$	—	$	7.5

Non-current Liabilities:
Interest rate swap contracts	$	—	$	8.1	$	—	$	8.1
Total Non-current liabilities at fair value	$	—	$	8.1	$	—	$	8.1

	Fair Value as of December 31, 2008
	Level 1		Level 2		Level 3		Total

Current Assets:
Foreign currency exchange contracts	$	5.5	$	—	$	—	$	5.5
Total Current assets at fair value	$	5.5	$	—	$	—	$	5.5

Current Liabilities:
Foreign currency exchange contracts	$	10.7	$	—	$	—	$	10.7
Forward commodity contracts	—		6.4		—		6.4
Total Current liabilities at fair value	$	10.7	$	6.4	$	—	$	17.1

The carrying value of the amounts reported in the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, retained interest in receivables sold and short-term variable debt, including amounts outstanding under our revolving credit facility, approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding. The fair value of the company’s 7 1/8% Senior Notes due 2013 was approximately $130.5 million and $108.4 million at September 30, 2009 and December 31, 2008, respectively. The fair values of the company’s term loans under the New Credit Agreement are as follows at September 30, 2009 and December 31, 2008, respectively: Term Loan A — $924.4 million and $768.8 million; Term Loan B — $1,176.1 million and $890.4 million; and Term Loan X — $28.6 million and $158.6 million, respectively.

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

Level 1

Unadjusted quoted prices in active markets for identical assets or liabilities

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

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

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

Level 3		Unobservable inputs for the asset or liability

The company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The company has determined that its financial assets and liabilities are level 1 and level 2 in the fair value hierarchy.

As a result of its global operating and financing activities, the company is exposed to market risks from changes in interest and foreign currency exchange rates and commodity prices, which may adversely affect our operating results and financial position. When deemed appropriate, the company minimizes its risks from interest and foreign currency exchange rate and commodity price fluctuations through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and the company does not use leveraged derivative financial instruments. The forward foreign currency exchange and interest rate swap contracts and forward commodity purchase agreements are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 1 and level 2.

5. Derivative Financial Instruments

On January 1, 2009, the company adopted ASC Topic 815-10-50, “Derivatives and Hedging” which requires enhanced disclosures regarding an entity’s derivative and hedging activities as provided below.

The company’s risk management objective is to ensure that business exposures to risk that have been identified and measured and are capable of being controlled are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider associated risks and structure transactions to avoid risk whenever possible.

Use of derivative instruments is consistent with the overall business and risk management objectives of the company. Derivative instruments may be used to manage business risk within limits specified by the company’s Risk Policy and manage exposures that have been identified through the risk identification and measurement process, provided that they clearly qualify as “hedging” activities as defined in the Risk Policy. Use of derivative instruments is not automatic, nor is it necessarily the only response to managing pertinent business risk. Use is permitted only after the risks that have been identified are determined to exceed defined tolerance levels and are considered to be unavoidable.

The primary risks managed by the company by using derivative instruments are interest rate risk, commodity price risk and currency exchange risk. Interest rate swap instruments are entered into to help manage the interest rate fluctuation risk. Forward contracts on various commodities are entered into to help manage the price risk associated with forecasted purchases of materials used in the company’s manufacturing process. The company also enters into various foreign currency instruments to help manage foreign currency risk associated with the company’s projected purchases and sales.

ASC Topic 815-10, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. In accordance with ASC Topic 815-10, the company designates commodity and currency forward contracts as cash flow hedges of forecasted purchases of commodities and currencies.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, are recognized in current earnings. In the next twelve months the company estimates $2.1 million of unrealized and realized gains related to interest rate, commodity price and currency rate hedging will be reclassified from other comprehensive income into earnings. Foreign currency and commodity hedging is completed on a rolling basis for twelve and eighteen months, respectively.

As of September 30, 2009, the company had the following outstanding interest rate, commodity and currency forward contracts that were entered into as hedge forecasted transactions:

Commodity	Units Hedged	Type
Aluminum	1,566 MT	Cash Flow
Copper	533 MT	Cash Flow
Natural Gas	285,174 MMBtu	Cash Flow

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Short Currency	Units Hedged	Type
Canadian Dollar	7,062,310	Cash Flow
Euro	31,430,255	Cash Flow
South Korean Won	1,228,204,270	Cash Flow
Singapore Dollar	2,115,000	Cash Flow
United States Dollar	3,532,150	Cash Flow

As of September 30, 2009, the total notional amount of the company’s receive-floating/pay-fixed interest rate swaps was $1.1 billion.

For derivative instruments that are not designated as hedging instruments under ASC Topic 815-10, the gains or losses on the derivatives are recognized in current earnings within Cost of Sales or Other income, net.

Short Currency	Units Hedged	Recognized Location	Purpose
Great British Pound	26,863,395	Other income, net	Accounts Payable and Receivable Settlement

Euro	65,137,539	Other income, net	Accounts Payable and Receivable Settlement

Japanese Yen	207,554,297	Other income, net	Accounts Payable and Receivable Settlement

United States Dollar	54,965,546	Other income, net	Accounts Payable and Receivable Settlement

The fair value of outstanding derivative contracts recorded as assets in the accompanying Consolidated Balance Sheet as of September 30, 2009 was as follows:

	ASSET DERIVATIVES
	2009
	3rd Quarter
	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Foreign Exchange Contracts	Other current assets	$	2.4
Commodity Contracts	Other current assets	0.7

Total derivatives designated as hedging instruments		$	3.1

	ASSET DERIVATIVES
	2009
	3rd Quarter
	Balance Sheet Location	Fair Value
Derivatives NOT designated as hedging instruments
Foreign Exchange Contracts	Other current assets	$	0.8

Total derivatives NOT designated as hedging instruments		$	0.8

Total asset derivatives		$	3.9

The fair value of outstanding derivative contracts recorded as liabilities in the accompanying Consolidated Balance Sheet as of September 30, 2009 was as follows:

	LIABILITY DERIVATIVES
	2009
	3rd Quarter
	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Foreign Exchange Contracts	Accounts payable and accrued expenses	$	0.5
Interest Rate Swap Contracts	Other non-current liabilities	8.1
Commodity Contracts	Accounts payable and accrued expenses	0.5

Total derivatives designated as hedging instruments		$	9.1

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	LIABILITY DERIVATIVES
	2009
	3rd Quarter
	Balance Sheet Location	Fair Value

Derivatives NOT designated as hedging instruments
Foreign Exchange Contracts	Accounts payable and accrued expenses	$	6.5
Total derivatives NOT designated as hedging instruments		$	6.5

Total liability derivatives		$	15.6

The effect of derivative instruments on the consolidated statement of operations for the three months ended September 30, 2009 and gains or losses initially recognized in other comprehensive income (OCI) in the consolidated balance sheet was as follows:

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

Foreign Exchange Contracts	$	1.3		Cost of Sales	$	1.0

Interest Rate Swap Contracts	(3.0		)	Interest Expense	$	(3.3	)

Commodity Contracts	1.2			Cost of Sales	$	(0.8	)

Total	$	(0.5	)		$	(3.1	)

Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative

Foreign Exchange Contracts	Other Income	$	(2.1	)

Commodity Contracts	Cost of Sales	(0.1		)

Total		$	(2.2	)

The effect of derivative instruments on the consolidated statement of operations for the nine months ended September 30, 2009 and gains or losses initially recognized in other comprehensive income (OCI) in the consolidated balance sheet was as follows:

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Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

Foreign Exchange Contracts	$	1.3		Cost of Sales	$	(6.9	)

Interest Rate Swap Contracts	(5.3		)	Interest Expense	$	(8.3	)

Commodity Contracts	0.1			Cost of Sales	$	(3.9	)

Total	$	(3.9	)		$	(19.1	)

Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative

Foreign Exchange Contracts	Other Income	$	(5.8	)

Commodity Contracts	Cost of Sales	(1.2		)

Total		$	(7.0	)

6. Inventories

The components of inventories at September 30, 2009 and December 31, 2008 are summarized as follows:

	September 30, 2009			December 31, 2008
Inventories — gross:
Raw materials	$	297.9		$	416.0
Work-in-process	215.7			262.9
Finished goods	330.9			352.3
Total inventories — gross	844.5			1,031.2
Excess and obsolete inventory reserve	(91.0		)	(70.1		)
Net inventories at FIFO cost	753.5			961.1
Excess of FIFO costs over LIFO value	(34.6		)	(35.8		)
Inventories — net	$	718.9		$	925.3

Inventory is carried at lower of cost or market value using the first-in, first-out (FIFO) method for 88% of total inventory at September 30, 2009 and December 31, 2008, respectively. The remainder of the inventory is costed using the last-in, first-out (LIFO) method.

7. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by reportable segment for the year ended December 31, 2008 and nine months ended September 30, 2009 are as follows:

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	Crane			Foodservice			Total

Balance as of January 1, 2008	$	271.5		$	200.1		$	471.6
Tai’An Dongyue acquisition	23.5			—			23.5
Enodis acquisition	—			1,393.8			1,393.8
Foreign currency impact	(9.5		)	11.1			1.6
Balance as of December 31, 2008	285.5			1,605.0			1,890.5
Enodis purchase accounting adjustments	—			(97.8		)	(97.8		)
Foreign currency impact	6.8			(6.5		)	0.3
Subtotal	292.3			1,500.7			1,793.0
Asset impairments	—			(548.8		)	(548.8		)
Balance as of September 30, 2009	$	292.3		$	951.9		$	1,244.2

The decrease in goodwill of $97.8 million for the nine months ended September 30, 2009, was due to further refinement of the purchase accounting allocations associated with the acquisition of Enodis. See further discussion in Note 2, “Acquisitions.”

The company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350-10, “Intangibles — Goodwill and Other.” Under ASC Topic 350-10, goodwill is no longer amortized; however, the company performs an annual impairment at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The company performs impairment reviews for its reporting units, which have been determined to be: Cranes Americas; Cranes Europe, Middle East, and Africa; Cranes Asia; Crane Care; Foodservice Americas; Foodservice Europe, Middle East, and Africa; Foodservice Asia; and Foodservice Retail, using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Goodwill and other intangible assets are then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.

During the first quarter of 2009, the company’s stock price continued to decline as global market conditions remained depressed, the credit markets did not improve and the performance of the company’s Crane and Foodservice segments was below the company’s expectations. In connection with a reforecast of expected 2009 financial results completed in early April 2009, the company determined the foregoing circumstances to be indicators of potential impairment under the guidance of ASC Topic 350-10. Therefore, the company performed the required initial (“Step One”) impairment test for each of the company’s operating units as of March 31, 2009. The company re-performed its established method of present-valuing future cash flows, taking into account the company’s updated projections, to determine the fair value of the reporting units. The determination of fair value of the reporting units requires the company to make significant estimates and assumptions. The fair value measurements (for both goodwill and indefinite-lived intangible assets) are considered Level 3 within the fair value hierarchy. These estimates and assumptions primarily include, but are not limited to, projections of revenue growth, operating earnings, discount rates, terminal growth rates, and required capital for each reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ materially from the estimates. The company evaluated the significant assumptions used to determine the fair value of each reporting unit, both individually and in the aggregate, and concluded they are reasonable.

The results of the analysis indicated that the fair values of three of the company’s eight reporting units (Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Retail) were potentially impaired: therefore, the company proceeded to measure the amount of the potential impairment (“Step Two”) with the assistance of a third-party valuation firm. Upon completion of that assessment, the company recognized impairment charges as of March 31, 2009, of $548.8 million related to goodwill. The company also recognized impairment charges of $151.2 million related to other indefinite-lived intangible assets as of March 31, 2009. Both charges were within the Foodservice segment. The goodwill and other indefinite-lived intangible assets had a carrying value of $1,598.0 million and $368.0 million, respectively, prior to the impairment charges. These non-cash impairment charges have no direct impact on the company’s cash flows, liquidity, debt covenants, debt position or tangible asset values. There is no tax benefit in relation to the goodwill impairment; however, the company did recognize a $52.0 million benefit associated with the other indefinite-lived intangible asset impairment.

As of June 30, 2009, the company performed its annual impairment analysis relative to goodwill and indefinite-lived intangible assets and based on those results no additional impairment had occurred subsequent to the impairment charges recorded in the first quarter of 2009. The company will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. Further deterioration in the market or actual results as compared with the company’s projections may ultimately result in a future impairment. In the event the company determines that assets are impaired in the future, the company would need to recognize a non-cash impairment charge, which could have a material adverse effect on the company’s consolidated balance sheet and results of operations.

The company also reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the assets carrying amount may not be recoverable. The company conducts its long-lived asset impairment analyses in accordance with ASC Topic 360-10-5. ASC Topic 360-10-5 requires the company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and to evaluate the asset group against the sum of the undiscounted future cash flows. At March 31, 2009, in conjunction with the preparation of its financial statements, the company concluded triggering events occurred requiring an evaluation of the impairment of its long-lived assets due to continued weakness in

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global market conditions, tight credit markets and the performance of the Crane and Foodservice segments. This analysis did not indicate the long-lived assets were impaired.

As discussed in Note 2, “Acquisitions,” on October 27, 2008, the company acquired 100% of the issued and to be issued shares of Enodis plc. Enodis was a global leader in the design and manufacture of innovative equipment for the commercial foodservice industry. The aggregate purchase price of $2,060.6 million resulted in a preliminary allocation of $819.0 million to identifiable intangible assets and $1,393.8 million to goodwill. Of the $819.0 million of acquired intangible assets, $339.0 million was assigned to registered trademarks and tradenames that are not subject to amortization, $165.0 million was assigned to developed technology with a weighted average useful life of 15 years, and the remaining $315.0 million was assigned to customer relationships with a weighted average useful life of 20 years. All of the $1,393.8 million of goodwill was assigned to the Foodservice segment.

Also discussed in Note 2, “Acquisitions,” during 2008, the company formed a 50% joint venture with the shareholders of Tai’An Dongyue for the production of mobile and truck-mounted hydraulic cranes. The joint venture is located in Tai’An City, Shandong Province, China. The aggregate consideration for the joint venture interest in Tai’An Dongyue was $32.5 million and resulted in $23.5 million of goodwill and $8.5 million of other intangible assets being recognized by the company’s Crane segment. The other intangible assets consist of trademarks of $1.0 million, which have an indefinite life, customer relationships of $0.9 million, which have been assigned a 10-year life, and other intangibles of $6.6 million, which consist primarily of crane manufacturing licenses and have been assigned a 10-year life.

The gross carrying amount and accumulated amortization of the company’s intangible assets other than goodwill were as follows as of September 30, 2009 and December 31, 2008.

	September 30, 2009							December 31, 2008
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value

Trademarks and tradenames	$	342.3	$	—		$	342.3	$	458.3	$	—		$	458.3
Customer relationships	413.7		(18.7		)	395.0		334.6		(5.5		)	329.1
Patents	35.5		(19.0		)	16.5		34.5		(16.5		)	18.0
Engineering drawings	12.0		(6.1		)	5.9		11.6		(5.4		)	6.2
Distribution network	22.0		—			22.0		21.4		—			21.4
Other intangibles	185.7		(18.8		)	166.9		184.9		(8.9		)	176.0
	$	1,011.2	$	(62.6	)	$	948.6	$	1,045.3	$	(36.3	)	$	1,009.0

The gross carrying amount of trademarks and tradenames was reduced by $151.2 million based on the asset impairment charges as discussed above for the nine months ended September 30, 2009. In addition, in connection with the ongoing process of finalizing the completion of valuations associated with the assets acquired in the Enodis acquisition, the company increased the value assigned to customer relationships by $79.0 million and the value assigned to trademarks and tradenames by $32.0 million. Amortization expense for the three and nine months ended September 30, 2009 was $8.4 million and $25.2 million, respectively. Amortization expense for the three and nine months ended September 30, 2008 was $2.0 million and $5.5 million, respectively. Amortization expense related to intangible assets for each of the five succeeding years is estimated to be $33.2 million per year.

8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at September 30, 2009 and December 31, 2008 are summarized as follows:

	September 30, 2009		December 31, 2008
Trade accounts payable and interest payable	$	436.2	$	649.2
Employee related expenses	112.0		120.2
Consolidated Industries litigation reserves	—		72.0
Restructuring expenses	49.4		41.1
Profit sharing and incentives	13.7		67.2
Accrued rebates	31.4		45.7
Deferred revenue - current	39.5		49.5
Derivative liabilities	7.5		17.1
Miscellaneous accrued expenses	132.4		144.3
	$	822.1	$	1,206.3

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9. Debt

Outstanding debt at September 30, 2009 and December 31, 2008 is summarized as follows:

	September 30, 2009		December 31, 2008
Revolving credit facility	$	—	$	17.0
Term loan A	948.1		1,025.0
Term loan B	1,191.0		1,200.0
Term loan X	33.6		181.5
Senior notes due 2013	150.0		150.0
Other	70.5		81.8
Total debt	2,393.2		2,655.3

In April 2008, the company entered into a $2.4 billion credit agreement which was amended and restated as of August 25, 2008, to ultimately increase the size of the total facility to $2.925 billion (New Credit Agreement). The New Credit Agreement became effective November 6, 2008. The New Credit Agreement includes four loan facilities — a revolving facility of $400.0 million with a five-year term, a Term Loan A of $1,025.0 million with a five-year term, a Term Loan B of $1,200.0 million with a six-year term, and a Term Loan X of $300.0 million with an eighteen-month term. The company is obligated to prepay the three term loan facilities from the net proceeds of asset sales, casualty losses, equity offerings, and new indebtedness for borrowed money, and from a portion of its excess cash flow, subject to certain exceptions.

In June 2009, the company entered into Amendment No. 2 (the Amendment) to the New Credit Agreement to provide relief under its consolidated total leverage ratio and consolidated interest coverage ratio financial covenants. This Amendment was obtained to avoid a potential financial covenant violation at the end of the second quarter of 2009 as a result of lower demand for certain of the company’s products due to continued weakness in the global economy and tight credit markets. Terms of the Amendment include an increase in the margin on London Interbank Offered Rate (LIBOR) and Alternative Borrowing Rate (ABR) loans of between 150 and 175 basis points, depending on the consolidated total leverage ratio. Also, one additional interest rate pricing level was added for each loan facility above a certain leverage amount.

The New Credit Agreement, as amended, contains financial covenants whereby the ratio of (a) consolidated earnings before interest, taxes, depreciation and amortization, and other adjustments (EBITDA), as defined in the New Credit Agreement to (b) consolidated interest expense, each for the most recent four fiscal quarters (Consolidated Interest Coverage Ratio) and the ratio of (c) consolidated indebtedness to (d) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Total Leverage Ratio), at all times must each meet certain defined limits listed below:

Fiscal Quarter Ending:	Consolidated Total Leverage Ratio	Consolidated Interest Coverage Ratio
	(less than)	(greater than)
September 30, 2009	6.625:1	2.25:1
December 31, 2009	7.125:1	1.875:1
March 31, 2010	7.375:1	1.875:1
June 30, 2010	7.375:1	2.00:1
September 30, 2010	6.75:1	2.125:1
December 31, 2010	6.25:1	2.125:1
March 31, 2011	6.25:1	2.125:1
June 30, 2011	6.00:1	2.25:1
September 30, 2011	5.75:1	2.30:1
December 31, 2011	5.125:1	2.40:1
March 31, 2012	5.00:1	2.625:1
June 30, 2012	4.50:1	2.75:1
September 30, 2012	4.00:1	3.00:1
Thereafter	3.50:1	3.00:1

In addition, the Amendment added a financial covenant whereby the ratio of (e) consolidated senior secured indebtedness to (f) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Senior Secured Indebtedness Ratio), beginning with the fiscal quarter ending June 30, 2011, must meet certain defined limits listed below:

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Fiscal quarter ending:		Consolidated Senior Secured Indebtedness Ratio
		(less than)
June 30, 2011		5.25:1
September 30, 2011		5.25:1
December 31, 2011		4.50:1
March 31, 2012		4.50:1
June 30, 2012		4.00:1
September 30, 2012		4.00:1
Thereafter		3.50:1

The Amendment also reduced or eliminated certain options to increase the borrowing capacity of the revolving facility or Term Loan A. Additionally, the Amendment placed certain limitations on capital expenditures, restricted payments and acquisitions per calendar year depending on the Consolidated Total Leverage Ratio. The New Credit Agreement, as amended, also contains customary representations and warranties and events of default.

The company accounted for the Amendment under the provisions of ASC Topic 470-50, “Modifications and Extinguishments” (ASC Topic 470-50). As the present value of the cash flows both prior to and after the Amendment was not substantially different, fees of $17.0 million paid by the company to the parties to the New Credit Agreement were capitalized in connection with the Amendment and along with the existing unamortized debt fees, will be amortized over the remaining term of the New Credit Agreement using the effective interest method. Furthermore, in accordance with ASC Topic 470-50, costs incurred with third parties of $0.3 million were expensed as incurred.

The company’s Senior Notes due 2013 (Senior Notes due 2013) also contain customary affirmative and negative covenants. These covenants also limit, among other things, our ability to redeem or repurchase our debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, and create or become subject to liens.

As of September 30, 2009, the company was in compliance with all affirmative and negative covenants in its debt instruments inclusive of the financial covenants pertaining to the New Credit Agreement, as amended, and the Senior Notes due 2013.

As a result of the Amendment of the New Credit Agreement, the company terminated the Term Loan A interest rate swap entered into in January of 2009 resulting in a realized gain of $2.0 million and entered into a new interest rate swap related to Term Loan A. In accordance with ASC Topic 815-10, the realized gain will be amortized as an adjustment to interest expense over the life of the Term Loan A swap. The new Term Loan A swap transaction is fixed to the 3 month LIBOR interest rate for 50 percent of the notional amount. The Term Loan B swap transaction is fixed to the 1 month LIBOR with a 3 percent floor for 50 percent of the notional amount. Accordingly, $449.4 million of Term Loan A was fixed at 2.501 percent plus the applicable spread, which equals 7.001% at September 30, 2009. $600.0 million of Term Loan B was fixed at 3.635 percent rate plus the applicable spread, which equals 8.135% at September 30, 2009. Both interest rate hedges for the Term Loan A and Term Loan B are amortizing swaps that have an original aggregate weighted average life of three years. The remaining unhedged 50 percent portions of the Term Loans A and B as well as the revolving credit facility and Term Loan X, continue to bear interest at a variable interest rate plus the applicable spread according to the New Credit Agreement, as amended.

As of September 30, 2009, the company had outstanding $70.5 million of other indebtedness that has a weighted-average interest rate of approximately 6.2%. This debt includes outstanding overdraft balances in the Americas, Asia and Europe and various capital leases.

10. Accounts Receivable Securitization

The company has entered into an accounts receivable securitization program whereby it sells certain of its domestic trade accounts receivable to a wholly owned, bankruptcy-remote special purpose subsidiary which, in turn, sells participating interests in its pool of receivables to a third-party financial institution (Purchaser). The Purchaser receives an ownership and security interest in the pool of receivables. New receivables are purchased by the special purpose subsidiary and participation interests are resold to the Purchaser as cash collections reduce previously sold participation interests. The company has retained collection and administrative responsibilities on the participation interests sold. The Purchaser has no recourse against the company for uncollectible receivables; however, the company’s retained interest in the receivable pool is subordinate to the Purchaser and is recorded at fair value. The securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the company to meet specified financial tests, which include the following: consolidated interest coverage ratio and consolidated total leverage ratio. On June 29, 2009, the company entered into Amendment No. 4 to the Amended and Restated Receivables Purchase Agreement to align the included financial covenants ratios with those of the New Credit Agreement, as amended. As of September 30, the company was in compliance with all affirmative and negative covenants inclusive of the financial covenants pertaining to the Amended and Restated Receivables Purchase Agreement. See additional discussion regarding descriptions of and future compliance with such covenants in Note 9, “Debt”.

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Due to a short average collection cycle of less than 60 days for such accounts receivable and due to the company’s collection history, the fair value of the company’s retained interest approximates book value. The retained interest recorded at September 30, 2009, was $51.7 million and is included in accounts receivable in the accompanying Consolidated Balance Sheets.

The securitization program includes certain of the company’s domestic U.S. Foodservice and Crane segment businesses. On September 28, 2009, the company entered into Amendment No. 5 to the Amended and Restated Receivables Purchase Agreement whereby the company modified its securitization program to, among other things, increase the capacity of the program from $105.0 million to $125.0 million and to add two additional businesses under the program. Trade accounts receivables sold to the Purchaser and being serviced by the company totaled $74.0 million at September 30, 2009.

Incremental sales of trade receivables from the special purpose subsidiary to the Purchaser totaled $9.0 million for the quarter ended September 30, 2009. Cash collections of trade accounts receivable balances in the total receivable pool totaled $737.9 million for the nine months ended September 30, 2009.

The accounts receivables securitization program is accounted for as a sale in accordance with ASC Topic 860-10, “Transfers and Servicing.” Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying Consolidated Balance Sheets and the proceeds received are included in cash flows from operating activities in the accompanying Consolidated Statements of Cash Flows.

The table below provides additional information about delinquencies and net credit losses for trade accounts receivable subject to the accounts receivable securitization program.

			Balance Outstanding
			60 Days or More		Net Credit Losses
	Balance outstanding		Past Due		Nine Months Ended
	September 30,		September 30,		September 30,
	2009		2009		2009
Trade accounts receivable subject to securitization program	$	125.7	$	13.5	$	—

Trade accounts receivable balance sold	74.0

Retained interest	$	51.7

11. Income Taxes

The company and its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. With few exceptions, the company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2001. In March 2009, the company settled with the Wisconsin Department of Revenue on its income tax returns for the 1997 to 2005 tax years. As a result, the company reduced its reserve for uncertain tax positions (including tax, interest, and penalties) by $10.5 million related to this audit period during the quarter ended March 31, 2009. In addition, the company reduced its reserve for uncertain foreign tax positions by $15.4 million during the quarter ended March 31, 2009 as a result of a recent tax court ruling involving another company with similar circumstances as the company that supported a position taken by the company in a prior tax filing. In connection with these two matters, the company recognized a tax benefit of $18.6 million during the quarter ended March 31, 2009.

During the quarter ended June 30, 2009, the company recorded an $11.7 million reversal of the reserve for uncertain tax positions established for certain state tax positions for which the statute of limitations has closed. This reserve was originally recorded as part of the company’s acquisition of Enodis.

During the quarter ended September 30, 2009 the company recorded an additional reserve of $3.7 million for uncertain tax positions relating to the current year, and recorded a $3.8 million tax benefit for the reversal of reserve that was originally recorded as part of the company’s acquisition of Enodis for a tax position for which an audit has closed. In August 2007, the German tax authorities began an examination of the company’s German crane entity’s income and trade tax returns for 2001 through 2005. Thus far, there have been no significant developments with regard to this German examination. In October 2008, the Internal Revenue Service began examinations of the company’s federal consolidated income tax returns for tax years 2006 and 2007 and the Enodis federal consolidated income tax returns for tax years 2006 through 2008. There have been no significant developments with regards to either of these IRS examinations.

The company anticipates generating substantial net operating loss carryforwards in France during 2009. At September 30, 2009, the company concluded that a valuation allowance against the deferred income tax asset for the carryforward is not required to be recognized principally because (i) such carryforwards have an indefinite carryforward period, (ii) in the most recent three-year period

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the company has utilized carryforwards incurred during the previous crane down cycle, (iii) the company currently expects to utilize any carryforwards created during 2009 over the long term, (iv) in the most recent three-year period, the company has recognized cumulative profitability, and (v) the company has initiated tax planning actions that will increase future profitability in France. However, prior to the complete utilization of these carryforwards, particularly if the current economic downturn continues and the company generates operating losses in its French operations for an extended period of time, it is possible the company might conclude that the benefit of the carryforwards would no longer meet the more-likely-than-not recognition criteria, at which point the company would be required to recognize a valuation allowance against some or all of the tax benefit associated with the carryforwards. The company updates its financial forecast of the French operations quarterly and continues to closely monitor the utilization of these losses. The recognition of a valuation allowance, if necessary, could have a material adverse effect on our consolidated balance sheet and results of operations.

The company has recognized a deferred tax asset of $17.2 million for net operating loss carryforwards in Wisconsin. These carryforwards expire at various times through 2023. During the quarter ended September 30, 2009, the company updated the net operating loss carryforward to reflect the 2008 return that was filed during the quarter and refined its multiyear Wisconsin taxable income projections and apportionment calculations under the recently enacted Wisconsin tax law changes. As a result of this analysis, the company recorded a valuation allowance of $3.5 million related to this deferred tax asset which represents an estimate of the amount that is unlikely to be realized. The company will monitor on a quarterly basis the utilization of the net operating loss.

The company’s reserve for uncertain tax positions has decreased by $2.2 million, including interest and penalty, to $57.0 million during the quarter ended September 30, 2009. All of the company’s unrecognized tax benefits as of September 30, 2009, if recognized, would affect the effective tax rate.

During the next 12 months, the company does not expect any material movement in its reserve for uncertain tax positions.

12. Earnings Per Share

The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2009	2008	2009	2008
Basic weighted average common shares outstanding	130,284,925	130,090,741	130,227,298	129,855,810
Effect of dilutive securities - stock options and restricted stock	—	—	—	1,925,824
Diluted weighted average common shares outstanding	130,284,925	130,090,741	130,227,298	131,781,634

For the three and nine months ended September 30, 2009, the total number of potential dilutive options was 0.7 million and 0.3 million, respectively. However, the dilutive options were not included in the computation of diluted net loss per common share for the three and nine months ended September 30, 2009, since to do so would decrease the loss per share. In addition, for the three and nine months ended September 30, 2009, 3.4 million and 3.9 million common shares issuable upon the exercise of stock options, respectively, and for the three and nine months ended September 30, 2008, 1.7 million and 0.3 million common shares issuable upon the exercise of stock options, respectively, were anti-dilutive and were excluded from the calculation of diluted earnings per share.

During each of the three month periods ended September 30, 2009 and 2008, the company paid a quarterly dividend of $0.02 and during each of the nine month periods ended September 30, 2009 and 2008, the company paid three quarterly dividends totaling $0.06 per share.

13. Stockholders’ Equity

The following is a rollforward of retained earnings and noncontrolling interest for the period ending September 30, 2009:

	Retained Earnings			Noncontrolling Interest
Balance at beginning of year	$	903.4		$	1.8
Net earnings (loss)	(692.0		)	(3.2		)
Cash dividends	(7.9		)	—
Balance at end of period	$	203.5		$	(1.4	)

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

On March 21, 2007, the Board of Directors of the company approved the Rights Agreement between the company and Computershare Trust Company, N.A., as Rights Agent and declared a dividend distribution of one right (a Right) for each outstanding share of common stock, par value $0.01 per share, of the company (the Common Stock), to shareholders of record at the close of business on

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March 30, 2007 (the Record Date). In addition to the Rights issued as a dividend on the Record Date, the Board of Directors has also determined that one Right will be issued together with each share of Common Stock issued by the company after the Record Date. Generally, each Right, when it becomes exercisable, entitles the registered holder to purchase from the company one share of Common Stock at a purchase price, in cash, of $110.00 per share ($220.00 per share prior to the September 10, 2007 stock split), subject to adjustment as set forth in the Rights Agreement.

As explained in the Rights Agreement, the Rights become exercisable on the “Distribution Date”, which is that date that any of the following occurs: (1) 10 days following a public announcement that a person or group of affiliated persons has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock of the company; or (2) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock. The Rights will expire at the close of business on March 29, 2017, unless earlier redeemed or exchanged by the company as described in the Rights Agreement.

Currently, the company has authorization to purchase up to 10 million shares (adjusted for the 2006 and 2007 2-for-1 stock splits) of common stock at management’s discretion. As of September 30, 2009, the company had purchased approximately 7.6 million shares (adjusted for the 2006 and 2007 2-for-1 stock splits) at a cost of $49.8 million pursuant to this authorization. The company did not purchase any shares of its common stock during 2009, 2008, 2007 or 2006.

14. Stock-Based Compensation

Stock-based compensation expense is calculated by estimating the fair value of incentive and non-qualified stock options at the time of grant and amortized over the stock options’ vesting period. Stock-based compensation was $3.8 million and $4.8 million for the nine months ended September 30, 2009 and 2008, respectively. The company granted options to acquire 2.3 million and 0.5 million shares of stock to officers, directors, including non-employee directors and employees during the first quarter of 2009 and 2008, respectively. The grants to directors are exercisable immediately upon granting and expire ten years subsequent to the grant date. All other grants become exercisable in 25% increments beginning on the second anniversary of the grant date over a four-year period and expire ten years subsequent to the grant date. In addition, the company issued 0.2 million shares of restricted stock during each of the first quarters of 2009 and 2008. The restrictions on all shares of restricted stock expire on the third anniversary of the grant date.

15. Contingencies and Significant Estimates

The company has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act (CERLA) in connection with the Lemberger Landfill Superfund Site near Manitowoc, Wisconsin. Approximately 150 potentially responsible parties have been identified as having shipped hazardous materials to this site. Eleven of those, including the company, have formed the Lemberger Site Remediation Group and have successfully negotiated with the United States Environmental Protection Agency and the Wisconsin Department of Natural Resources to fund the cleanup and settle their potential liability at this site. The estimated remaining cost to complete the clean up of this site is approximately $8.1 million. Although liability is joint and several, the company’s share of the liability is estimated to be 11% of the remaining cost. Remediation work at the site has been substantially completed, with only long-term pumping and treating of groundwater and site maintenance remaining. The company’s remaining estimated liability for this matter, included in accounts payable and accrued expenses in the Consolidated Balance Sheets at September 30, 2009, is $0.7 million. Based on the size of the company’s current allocation of liabilities at this site, the existence of other viable potential responsible parties and current reserve, the company does not believe that any liability imposed in connection with this site will have a material adverse effect on its financial condition, results of operations, or cash flows.

As of September 30, 2009, the company also held reserves for environmental matters related to Enodis locations of approximately $1.9 million. At certain of the company’s other facilities, the company has identified potential contaminants in soil and groundwater. The ultimate cost of any remediation required will depend upon the results of future investigation. Based upon available information, the company does not expect the ultimate costs at any of these locations will have a material adverse effect on its financial condition, results of operations, or cash flows.

The company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses. Based on the facts presently known, the company does not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations, or cash flows.

As of September 30, 2009, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels. The company’s self-insurance retention levels vary by business, and have fluctuated over the last five years. The range of the company’s self-insured retention levels is $0.1 million to $3.0 million per occurrence. The high-end of the company’s self-insurance retention level is a legacy product liability insurance program inherited in the Grove acquisition for cranes manufactured in the United States for occurrences from January 2000 through October 2002. As of September 30, 2009, the largest self-insured retention level for new occurrences currently maintained by the company is $2.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.

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Product liability reserves in the Consolidated Balance Sheet at September 30, 2009 were $31.3 million; $8.5 million was reserved specifically for actual cases and $22.8 million for claims incurred but not reported which were estimated using actuarial methods. Based on the company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

At September 30, 2009 and December 31, 2008, the company had reserved $117.5 million and $123.5 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Consolidated Balance Sheets. Certain of these warranty and other related claims involve matters in dispute that ultimately are resolved by negotiations, arbitration, or litigation.

It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of the company’s historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes.

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

In conjunction with the Enodis acquisition, the company assumed the responsibility to address outstanding and future legal actions. At the time of acquisition, the only significant unresolved claimed legal matter involved a former subsidiary of Enodis, Consolidated Industries Corporation (Consolidated). Enodis sold Consolidated to an unrelated party in 1998. Shortly after the sale, Consolidated commenced bankruptcy proceedings. In February of 2009, a settlement agreement was reached in the Consolidated matter and the company agreed to a settlement amount of $69.5 million plus interest from February 1, 2009 when the settlement agreement was approved by the Bankruptcy Court. A reserve for this matter was accrued for in purchase accounting upon the acquisition of Enodis. In March of 2009, the company made an initial payment $56.0 million. In addition, both parties mutually agreed to the remaining balance, along with interest, of approximately $14.0 million which was paid in April 2009.

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

16. Guarantees

The company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments. These initial transactions are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the customer’s third party financing agreement. The deferred revenue included in other current and non-current liabilities at September 30, 2009 and December 31, 2008, was $79.6 million and $105.8 million, respectively. The total amount of residual value guarantees and buyback commitments given by the company and outstanding at September 30, 2009 and December 31, 2008, was $86.9 million and $105.1 million, respectively. These amounts are not reduced for amounts the company would recover from repossessing and subsequent resale of the units. The residual value guarantees and buyback commitments expire at various times through 2013.

During the nine months ended September 30, 2009 and 2008, the company sold $2.5 million and $0.0 million, respectively, of its long term notes receivable to third party financing companies. The company guarantees some percentage, up to 100%, of collection of the notes to the financing companies. The company has accounted for the sales of the notes as a financing of receivables. The receivables remain on the company’s Consolidated Balance Sheets, net of payments made, in other current and non-current assets, and the company has recognized an obligation equal to the net outstanding balance of the notes in other current and non-current liabilities in the Consolidated Balance Sheets. The cash flow benefit of these transactions is reflected as financing activities in the Consolidated Statements of Cash Flows. During the nine months ended September 30, 2009, the customers paid $10.5 million of the notes to the third party financing companies. As of September 30, 2009, the outstanding balance of the notes receivables guaranteed by the company was $6.7 million.

In the normal course of business, the company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the company. Such warranty generally provides that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer-term warranties. If a product fails to comply with the company’s warranty, the company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products. The company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized. These costs primarily include labor and materials, as necessary, associated with repair or replacement. The primary factors that affect the company’s warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, the company assesses the adequacy of its recorded

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warranty liability and adjusts the amounts as necessary. Below is a table summarizing the warranty activity for the nine months ended September 30, 2009 and 2008.

	2009			2008
Balance at beginning of period	$	123.5		$	91.1
Accruals for warranties issued during the period	55.7			44.8
Settlements made (in cash or in kind) during the period	(63.6		)	(45.0		)
Currency translation	1.9			0.8
Balance at end of period	$	117.5		$	91.7

17. Employee Benefit Plans

The company provides certain pension, health care and death benefits for eligible retirees and their dependents. The pension benefits are funded, while the health care and death benefits are not funded but are paid as incurred. Eligibility for coverage is based on meeting certain years of service and retirement qualifications. These benefits may be subject to deductibles, co-payment provisions, and other limitations. The company has reserved the right to modify these benefits.

The components of periodic benefit costs for the three and nine months ended September 30, 2009 and 2008 are as follows:

	Three Months Ended September 30, 2009									Nine Months Ended September 30, 2009
	U.S.			Non-U.S.			Postretirement			U.S.			Non-U.S.			Postretirement
	Pension			Pension			Health and			Pension			Pension			Health and
	Plans			Plans			Other Plans			Plans			Plans			Other Plans
Service cost - benefits earned during the period	$	0.2		$	0.5		$	0.2		$	0.4		$	1.5		$	0.6
Interest cost of projected benefit obligations	2.6			2.8			0.9			7.8			8.8			2.7
Expected return on plan assets	(2.4		)	(2.5		)	—			(7.1		)	(7.9		)	—
Amortization of actuarial net (gain) loss	0.1			—			—			0.3			—			0.1
Net periodic benefit costs	$	0.5		$	0.8		$	1.1		$	1.4		$	2.4		$	3.4
Weighted average assumptions:
Discount rate	6.2		%	5.5 - 6.5		%	6.2 - 7.25		%	6.2		%	5.5 - 6.5		%	6.2 - 7.25		%

Expected return on plan assets	5.75 - 6.5		%	4.0 - 6.25		%	N/A			5.75 - 6.5		%	4.0 - 6.25		%	N/A

Rate of compensation increase	N/A			2.0 - 8.0		%	N/A			N/A			2.0 - 8.0		%	N/A

	Three Months Ended September 30, 2008									Nine Months Ended September 30, 2008
	U.S.			Non-U.S.			Postretirement			U.S.			Non-U.S.			Postretirement
	Pension			Pension			Health and			Pension			Pension			Health and
	Plans			Plans			Other Plans			Plans			Plans			Other Plans
Service cost - benefits earned during the period	$	—		$	0.5		$	0.2		$	—		$	1.7		$	0.6
Interest cost of projected benefit obligations	1.8			0.9			0.8			5.5			2.6			2.3
Expected return on plan assets	(1.7		)	(0.8		)	—			(5.2		)	(2.4		)	—
Amortization of actuarial net (gain) loss	—			—			—			—			—			—
Net periodic benefit costs	$	0.1		$	0.6		$	1.0		$	0.3		$	1.9		$	2.9
Weighted average assumptions:
Discount rate	6.5		%	5.5 - 5.8		%	5.75		%	6.5		%	5.5 - 5.8		%	5.75		%
Expected return on plan assets	5.9		%	0.0 - 6.1		%	N/A			5.9		%	0.0 - 6.1		%	N/A
Rate of compensation increase	N/A			0.0 - 4.4		%	N/A			N/A			0.0 - 4.4		%	N/A

The three U.S. pension plans had benefit accruals frozen during 2003. In conjunction with the Enodis acquisition (see Note 2), and effective as of December 31, 2008, the company merged all but one of the Enodis U.S. pension plans into the Manitowoc U.S. merged pension plan. The unmerged plan continues to accrue benefits for the enrolled participants, while the remaining merged plans had benefit accruals frozen prior to the merger of the plans. Effective January 1, 2007, the company merged all Manitowoc U.S. pension

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plans together and made a contribution of $27.2 million that is expected to fully fund the ongoing pension liability. The company also changed its investment policy to more closely align the interest rate sensitivity of its pension assets with the corresponding liabilities. The resulting asset allocation is approximately 10% equities and 90% fixed income. This funding and change in allocation removed a significant portion of the U.S. pension’s volatility arising from unpredictable changes in interest rates and the equity markets. This decision will protect the company’s balance sheet as well as support its goal of minimizing unexpected future pension cash contributions based upon the new provisions of the Pension Protection Act and protect our employees’ benefits. It is anticipated that the underlying plan asset allocations will be conformed during the integration process.

18. Restructuring

In the fourth quarter of 2008, the company committed to a restructuring plan to reduce the cost structure of its French and Portuguese crane facilities and recorded a restructuring expense of $21.7 million to establish a reserve for future involuntary employee terminations and related costs. The restructuring plan was primarily to better align the company’s resources due to the accelerated decline in demand in Western and Southern Europe where market conditions have negatively impacted our tower crane product sales. As a result of the continued worldwide decline in crane sales during the nine months ended September 30, 2009, the company recorded an additional $28.2 million in restructuring charges to further reduce the Crane segment cost structure in all regions. The restructuring plans will reduce the Crane segment workforce by approximately 40% of 2008 year-end levels.

As of September 30, 2009, $12.9 million of benefit payments had been made with respect to the workforce reductions. All restructuring activities are expected to be completed by December 31, 2009.

The following is a rollforward of all restructuring activities relating to the Crane segment for the nine months ended September 30, 2009:

(in millions)	Restructuring Reserve Balance as of 12/31/08		Restructuring Charges		Use of Reserve			Restructuring Reserve Balance as of 9/30/09

Involuntary employee terminations and related costs	$	21.1	$	28.2	$	(12.9	)	$	36.4

The Foodservice segment also recorded a restructuring expense of $4.3 million and $10.6 million during the three and nine months ended September 30, 2009, respectively, as a result of closing its Harford Duracool facility in Aberdeen, Maryland in the second quarter and its McCall facility in Parsons, Tennessee in the third quarter. Approximately 60 employees were affected by the McCall closing which was effective September 30, 2009.

The following is a rollforward of all restructuring activities relating to the Foodservice segment for the nine months ended September 30, 2009:

(in millions)	Restructuring Reserve Balance as of 12/31/08		Restructuring Charges		Use of Reserve			Restructuring Reserve Balance as of 9/30/09

Involuntary employee terminations and related costs	$	—	$	1.0	$	(1.0	)	$	—

Facility Closure Costs	—		8.4		(8.4		)	—

Other	—		1.2		(1.2		)	—

	$	—	10.6		(10.6		)	—

In addition, $6.6 million of the Enodis acquisition related reserves were utilized during the nine month period ended September 30, 2009. See further detail related to the restructuring activities at Note 2, “Acquisitions”.

19. Recent Accounting Changes and Pronouncements

In October 2009, the FASB issued Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements,” codified in Accounting Standards Codification (ASC) 605. This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010, with early application permitted. The company is currently evaluating the impact that adoption of this

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guidance will have on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued new guidance codified in ASC 105, which establishes the FASB Accounting Standards Codification (“Codification”) to become the single source of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative generally accepted accounting principles for SEC registrants. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is nonauthoritative. This guidance is effective for interim and annual periods ending after September 15, 2009. The adoption of this guidance did not have a significant impact on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued new guidance codified primarily in ASC 810, “Consolidation.” This guidance is related to the consolidation rules applicable to variable interest entities. It replaces the quantitative-based risks and rewards calculation for determining whether an enterprise is the primary beneficiary in a variable interest entity with an approach that is primarily qualitative and requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. This guidance also requires additional disclosures about an enterprise’s involvement in variable interest entities and is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010. The company is currently evaluating the impact that the adoption of this guidance will have on the determination or reporting of its financial results.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140”, which has not yet been codified. SFAS No. 166 will require entities to provide more information about transfers of financial assets and a transferor’s continuing involvement, if any, with transferred financial assets. It also requires additional disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. SFAS No. 166 eliminates the concept of a qualifying special-purpose entity and changes the requirements for de-recognition of financial assets. SFAS No. 166 is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010. The company is currently evaluating the impact that the adoption of SFAS No. 166 will have on the reporting of its financial results.

In May 2009, the FASB issued new guidance codified primarily in ASC 855, “Subsequent Events.” This guidance was issued in order to establish principles and requirements for reviewing and reporting subsequent events and requires disclosure of the date through which subsequent events are evaluated and whether the date corresponds with the time at which the financial statements were available for issue (as defined) or were issued. This guidance is effective for interim reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on the consolidated financial statements. Refer to Note 22, “Subsequent Events” for the required disclosures in accordance with ASC 855.

In April 2009, the FASB issued new guidance codified primarily in ASC 825, “Financial Instruments.” This guidance requires an entity to provide disclosures about fair value of financial instruments in interim financial information and is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this guidance did not have a material impact on the consolidated financial statements. Refer to Note 4 for the disclosures required in accordance with this guidance.

In April 2009, the FASB issued new guidance which is codified primarily in ASC 805, “Business Combinations.” This guidance requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with ASC 450. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from ASC 805. This guidance also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by ASC 450. This guidance was adopted effective January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.

In December 2008, the FASB issued new guidance which is codified primarily in ASC 715, “Compensation — Retirement Benefits.” This guidance is related to an employer’s disclosures about the type of plan assets held in a defined benefit pension or other postretirement plan. This guidance is effective for financial statements issued for fiscal years ending after December 15, 2009. The adoption of this guidance is not expected to have a material impact on the company’s financial position or results of operations.

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20. Subsidiary Guarantors of Senior Notes due 2013

The following tables present condensed consolidating financial information for (a) The Manitowoc Company, Inc. (Parent); (b) the guarantors of the Senior Notes due 2013, which include substantially all of the domestic, wholly-owned subsidiaries of the company (Subsidiary Guarantors); and (c) the wholly and partially owned foreign subsidiaries of the Parent, which do not guarantee the Senior Notes due 2013 (Non-Guarantor Subsidiaries). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, and 100% owned by the Parent.

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2009

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	347.7		$	630.4		$	(96.6	)	$	881.5
Costs and expenses:
Cost of sales	—			278.9			497.7			(96.6		)	680.0
Engineering, selling and administrative expenses	9.7			30.9			92.1			—			132.7
Restructuring expense	—			4.2			8.6			—			12.8
Amortization expense	—			0.5			7.9			—			8.4
Equity in (earnings) loss of subsidiaries	1.0			(1.6		)	—			0.6			—
Total costs and expenses	10.7			312.9			606.3			(96.0		)	833.9

Operating earnings (loss) from continuing operations	(10.7		)	34.8			24.1			(0.6		)	47.6

Other income (expenses):
Interest expense	(43.5		)	(0.8		)	(4.7		)	—			(49.0		)
Amortization of deferred financing fees	(12.0		)	—			—			—			(12.0		)
Loss on debt extinguishment	—			—			—			—			—
Management fee income (expense)	9.8			(7.6		)	(2.2		)	—			—
Other income (expense)-net	10.6			(5.2		)	(3.1		)	—			2.3
Total other expenses	(35.1		)	(13.6		)	(10.0		)	—			(58.7		)

Earnings (loss) from continuing operations before taxes on earnings	(45.8		)	21.2			14.1			(0.6		)	(11.1		)
Provision (benefit) for taxes on earnings (loss)	(28.1		)	49.5			(17.8		)	—			3.6
Earnings (loss) from continuing operations	(17.7		)	(28.3		)	31.9			(0.6		)	(14.7		)

Discontinued operations:
Loss from discontinued operations, net of income taxes	—			(0.4		)	(1.4		)	—			(1.8		)
Loss on sale of discontinued operations, net of income taxes	—			—			(2.7		)	—			(2.7		)
Net earnings (loss)	(17.7		)	(28.7		)	27.8			(0.6		)	(19.2		)
Less: Net loss attributable to noncontrolling interest	—			—			(1.5		)	—			(1.5		)
Net earnings (loss) attributable to Manitowoc	$	(17.7	)	$	(28.7	)	$	29.3		$	(0.6	)	$	(17.7	)

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2008

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	641.9		$	658.1		$	(193.2	)	$	1,106.8
Costs and expenses:
Cost of sales	—			527.6			528.7			(193.2		)	863.1
Engineering, selling and administrative expenses	13.2			36.0			49.5			—			98.7
Restructuring expense	—			—			0.8			—			0.8
Amortization expense	—			0.5			1.5			—			2.0
Integration expense	—			1.6			—			—			1.6
Equity in (earnings) loss of subsidiaries	(123.5		)	0.7			—			122.8			—
Total costs and expenses	(110.3		)	566.4			580.5			(70.4		)	966.2

Operating earnings (loss) from continuing operations	110.3			75.5			77.6			(122.8		)	140.6

Other income (expenses):
Interest expense	(2.7		)	(0.9		)	(3.7		)	—			(7.3		)
Amortization of deferred financing fees	(0.2		)	—			—			—			(0.2		)
Loss on currency hedges	(198.4		)	—			—			—			(198.4		)
Management fee income (expense)	11.2			(11.6		)	0.4			—			—
Other income (expense)-net	18.1			(3.0		)	(17.9		)	—			(2.8		)
Total other expenses	(172.0		)	(15.5		)	(21.2		)	—			(208.7		)

Earnings (loss) from continuing operations before taxes on earnings	(61.7		)	60.0			56.4			(122.8		)	(68.1		)
Provision (benefit) for taxes on earnings	(35.6		)	0.1			5.9			—			(29.6		)
Earnings (loss) from continuing operations	(26.1		)	59.9			50.5			(122.8		)	(38.5		)

Discontinued operations:
Earnings from discontinued operations, net of income taxes	—			11.6			—			—			11.6
Net earnings (loss)	(26.1		)	71.5			50.5			(122.8		)	(26.9		)
Less: Net loss attributable to noncontrolling interest	—			—			(0.8		)	—			(0.8		)
Net earnings (loss) attributable to Manitowoc	$	(26.1	)	$	71.5		$	51.3		$	(122.8	)	$	(26.1	)

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2009

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,286.9		$	2,006.8		$	(349.9	)	$	2,943.8
Costs and expenses:
Cost of sales	—			1,034.4			1,615.9			(349.9		)	2,300.4
Engineering, selling and administrative expenses	34.5			98.7			286.8			—			420.0
Asset impairments	—			—			700.0			—			700.0
Restructuring expense	—			10.6			28.1			—			38.7
Amortization expense	—			1.5			23.7			—			25.2
Integration expense	—			3.3			0.2			—			3.5
Equity in (earnings) loss of subsidiaries	516.5			(6.9		)	—			(509.6		)	—
Total costs and expenses	556.0			1,141.6			2,654.7			(859.5		)	3,487.8

Operating earnings (loss) from continuing operations	(551.0		)	145.3			(647.9		)	509.6			(544.0		)

Other income (expenses):
Interest expense	(119.0		)	(2.7		)	(8.7		)	—			(130.4		)
Amortization of deferred financing fees	(31.9		)	—			—			—			(31.9		)
Loss on debt extinguishment	(2.1		)	—			—			—			(2.1		)
Management fee income (expense)	31.0			(25.1		)	(5.9		)	—			—
Other income (expense)-net	43.0			(12.4		)	(22.1		)	—			8.5
Total other expenses	(79.0		)	(40.2		)	(36.7		)	—			(155.9		)

Earnings (loss) from continuing operations before taxes on earnings	(630.0		)	105.1			(684.6`		)	509.6			(699.9		)
Provision (benefit) for taxes on earnings	62.0			(53.6		)	(72.0		)	—			(63.6		)
Earnings (loss) from continuing operations	(692.0		)	158.7			(612.6		)	509.6			(636.3		)

Discontinued operations:
Earnings from discontinued operations, net of income taxes	—			(1.9		)	(31.2		)	—			(33.1		)
Loss on sale of discontinued operations, net of income taxes	—			0.7			(26.5		)	—			(25.8		)
Net earnings (loss)	(692.0		)	157.5			(670.3		)	509.6			(695.2		)
Less: Net loss attributable to noncontrolling interest	—			—			(3.2		)	—			(3.2		)
Net earnings (loss) attributable to Manitowoc	$	(692.0	)	$	157.5		$	(667.1	)	$	509.6		$	(692.0	)

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2008

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,795.1		$	2,010.7		$	(519.4	)	$	3,286.4
Costs and expenses:
Cost of sales	—			1,448.3			1,583.9			(519.4		)	2,512.8
Engineering, selling and administrative expenses	38.3			123.0			156.0			—			317.3
Restructuring expense	—			—			0.8			—			0.8
Amortization expense	—			1.5			4.0			—			5.5
Integration expense	—			1.6			—			—			1.6
Equity in (earnings) loss of subsidiaries	(335.4		)	(5.4		)	—			340.8			—
Total costs and expenses	(297.1		)	1,569.0			1,744.7			(178.6		)	2,838.0

Operating earnings (loss) from continuing operations	297.1			226.1			266.0			(340.8		)	448.4

Other income (expenses):
Interest expense	(7.7		)	(2.7		)	(10.6		)	—			(21.0		)
Amortization of deferred financing fees	(0.6		)	—			—			—			(0.6		)
Loss on currency hedges	(198.4		)	—			—			—			(198.4		)
Management fee income (expense)	33.8			(24.3		)	(9.5		)	—			—
Other income (expense)-net	59.4			(8.8		)	(45.3		)	—			5.3
Total other expenses	(113.5		)	(35.8		)	(65.4		)	—			(214.7		)

Earnings (loss) from continuing operations before taxes on earnings	183.6			190.3			200.6			(340.8		)	233.7
Provision (benefit) for taxes on earnings	(26.8		)	32.7			50.0			—			55.9
Earnings (loss) from continuing operations	210.4			157.6			150.6			(340.8		)	177.8

Discontinued operations:
Earnings from discontinued operations, net of income taxes	—			31.7			—			—			31.7
Net earnings (loss)	210.4			189.3			150.6			(340.8		)	209.5
Less: Net loss attributable to noncontrolling interest	—			—			(0.9		)	—			(0.9		)
Net earnings (loss) attributable to Manitowoc	$	210.4		$	189.3		$	151.5		$	(340.8	)	$	210.4

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The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of September 30, 2009

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	30.2		$	4.8		$	123.5		$	—		$	158.5
Marketable securities	2.6			—			—			—			2.6
Restricted cash	5.1			—			1.4			—			6.5
Accounts receivable — net	2.0			83.5			334.5			—			420.0
Inventories — net	—			220.0			498.9			—			718.9
Deferred income taxes	102.7			—			108.0			—			210.7
Other current assets	21.1			9.3			40.7			—			71.1
Total current assets	163.7			317.6			1,107.0			—			1,588.3

Property, plant and equipment — net	11.4			216.5			487.1			—			715.0
Goodwill	—			278.7			965.5			—			1,244.2
Other intangible assets — net	—			68.1			880.5			—			948.6
Other non-current assets	123.2			6.4			19.4			—			149.0
Investment in affiliates	3,493.6			31.7			—			(3,525.3		)	—
Total assets	$	3,791.9		$	919.0		$	3,459.5		$	(3,525.3	)	$	4,645.1

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	51.4		$	152.1		$	618.6		$	—		$	822.1
Short-term borrowings and current portion of long-term debt	114.5			0.3			61.4			—			176.2
Income taxes payable	57.6			—			(27.8		)	—			29.8
Customer advances	—			20.6			33.6			—			54.2
Product warranties	—			36.4			62.2			—			98.6
Product liabilities	—			20.9			10.4			—			31.3
Total current liabilities	223.5			230.3			758.4			—			1,212.2

Non-Current Liabilities:
Long-term debt, less current portion	2,208.2			3.5			5.3			—			2,217.0
Deferred income taxes	(40.6		)	—			327.5			—			286.9
Pension obligations	9.2			3.1			31.3			—			43.6
Postretirement health and other benefit obligations	51.4			—			3.3			—			54.7
Intercompany	(645.1		)	(2,203.0		)	1,557.9			—			—
Long-term deferred revenue	—			3.3			36.9			—			40.1
Other non-current liabilities	53.3			9.9			85.6			—			148.8
Total non-current liabilities	2,926.6			(2,183.2		)	2,047.7			—			2,791.1

Stockholders’ equity	641.8			2,871.9			653.4			(3,525.3		)	641.8

Total liabilities and stockholders’ equity	$	3,791.9		$	919.0		$	3,459.5		$	(3,525.3	)	$	4,645.1

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The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of December 31, 2008

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	2.1		$	60.6		$	110.3		$	—		$	173.0
Marketable securities	2.6			—			—			—			2.6
Restricted cash	5.1			—			—			—			5.1
Accounts receivable — net	0.3			127.6			480.3			—			608.2
Inventories — net	—			286.5			638.8			—			925.3
Deferred income taxes	53.5			—			84.6			—			138.1
Other current assets	116.6			12.4			48.9			—			177.9
Current assets of discontinued operations	—			—			124.8			—			124.8
Total current assets	180.2			487.1			1,487.7			—			2,155.0

Property, plant and equipment — net	11.5			226.9			490.4			—			728.8
Goodwill	—			278.7			1,611.8			—			1,890.5
Other intangible assets — net	—			69.6			939.4			—			1,009.0
Deferred income taxes	25.0			—			(25.0		)	—			—
Other non-current assets	143.1			12.8			23.8			—			179.7
Long-term assets of discontinued operations	—			—			123.1			—			123.1
Investment in affiliates	2,461.8			23.6			—			(2,485.4		)	—
Total assets	$	2,821.6		$	1,098.7		$	4,651.2		$	(2,485.4	)	$	6,086.1

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	66.6		$	319.5		$	820.2		$	—		$	1,206.3
Short-term borrowings and current portion of long-term debt	114.6			—			67.7			—			182.3
Customer advances	—			23.6			24.9			—			48.5
Product warranties	—			40.2			61.8			—			102.0
Product liabilities	—			23.3			11.1			—			34.4
Current liabilities of discontinued operations	—			—			44.6			—			44.6
Total current liabilities	181.2			406.6			1,030.3			—			1,618.1

Non-Current Liabilities:
Long-term debt, less current portion	2,458.8			—			14.2			—			2,473.0
Deferred income taxes	—			—			283.7			—			283.7
Pension obligations	9.6			3.2			35.2			—			48.0
Postretirement health and other benefit obligations	51.6			—			4.3			—			55.9
Intercompany	(1,248.7		)	(1,156.2		)	2,404.9			—			—
Long-term deferred revenue	—			9.5			46.8			—			56.3
Other non-current liabilities	46.8			16.3			165.7			—			228.8
Total non-current liabilities	1,318.1			(1,127.2		)	2,954.8			—			3,145.7

Stockholders’ equity	1,322.3			1,819.3			666.1			(2,485.4		)	1,322.3

Total liabilities and stockholders’ equity	$	2,821.6		$	1,098.7		$	4,651.2		$	(2,485.4	)	$	6,086.1

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2009

(In millions)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	(555.6		)	136.0			111.0			509.7			201.1
Cash used for operating activities of discontinued operations	—			(9.7		)	(11.5		)	—			(21.2		)
Net cash provided by (used for) operating activities	$	(555.6	)	$	126.3		$	99.5		$	509.7		$	179.9

Cash Flows from Investing:
Capital expenditures	(1.6		)	(20.0		)	(41.9		)	—			(63.5		)
Restricted cash	—			—			(1.4		)	—			(1.4		)
Proceeds from sale of business	—			0.9			147.9			—			148.8
Proceeds from sale of property, plant and equipment	—			0.3			3.2			—			3.5
Intercompany investments	861.8			(160.0		)	(192.1		)	(509.7		)	—
Net cash provided by (used for) investing activities	860.2			(178.8		)	(84.3		)	(509.7		)	87.4

Cash Flows from Financing:
Proceeds from long-term debt	—			3.6			115.0			—			118.6
Payments on long-term debt	(233.7		)	—			(121.6		)	—			(355.3		)
Proceeds on revolving credit facility—net	(17.0		)	—			—			—			(17.0		)
Payments on notes financing—net	—			(6.9		)	(1.0		)	—			(7.9		)
Debt issuance costs	(17.8		)	—			—			—			(17.8		)
Exercises of stock options	(0.1		)	—			—			—			(0.1		)
Dividends paid	(7.9		)	—			—			—			(7.9		)
Net cash provided by (used for) financing activities	(276.5		)	(3.3		)	(7.6		)	—			(287.4		)

Effect of exchange rate changes on cash	—			—			5.6			—			5.6

Net increase (decrease) in cash and cash equivalents	28.1			(55.8		)	13.2			—			(14.5		)

Balance at beginning of period	2.1			60.6			110.3			—			173.0
Balance at end of period	$	30.2		$	4.8		$	123.5		$	—		$	158.5

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2008

(In millions)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities of continuing operations	349.5			143.6			(39.4		)	(340.8		)	112.9
Cash provided by operating activities of discontinued operations	—			36.8			—			—			36.8
Net cash provided by (used in) operating activities	$	349.5		$	180.4		$	(39.4	)	$	(340.8	)	$	149.7

Cash Flows from Investing:
Business acquisition	—			—			(26.7		)	—			(26.7		)
Capital expenditures	(1.9		)	(60.0		)	(34.3		)	—			(96.2		)
Restricted cash	10.3			—			1.2			—			11.5
Proceeds from sale of property, plant and equipment	—			0.6			5.0			—			5.6
Purchase of marketable securities	(0.1		)	—			—			—			(0.1		)
Intercompany investments	(315.6		)	(109.6		)	84.4			340.8			—
Net cash provided by (used for) investing activities of continuing operations	(307.3		)	(169.0		)	29.6			340.8			(105.9		)
Net cash used for investing activities of discontinued operations	—			(2.2		)	—			—			(2.2		)
Net cash provided by (used for) investing activities	(307.3		)	(171.2		)	29.6			340.8			(108.1		)

Cash Flows from Financing:
Proceeds from long-term debt	—			—			33.1			—			33.1
Payments on long-term debt	—			—			(43.1		)	—			(43.1		)
Payments on notes financing	—			(2.5		)	(1.9		)	—			(4.4		)
Debt issuance costs	(17.6		)	—			—			—			(17.6		)
Dividends paid	(7.8		)	—			—			—			(7.8		)
Exercises of stock options	8.6			—			—			—			8.6
Net cash used for financing activities	(16.8		)	(2.5		)	(11.9		)	—			(31.2		)

Effect of exchange rate changes on cash	—			—			2.1			—			2.1

Net increase (decrease) in cash and cash equivalents	25.4			6.7			(19.6		)	—			12.5

Balance at beginning of period	195.0			25.2			146.7			—			366.9
Balance at end of period	$	220.4		$	31.9		$	127.1		$	—		$	379.4

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21. Business Segments

As a result of the decision to sell the Marine segment in the fourth quarter of 2008, the company’s Unaudited Consolidated Financial Statements, accompanying notes and other information provided in this Form 10-Q reflect the Marine segment as a discontinued operation for the results of operations and cash flows for the three months and nine months ending September 30, 2009 and 2008.

The company identifies its segments using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the company’s reportable segments. The company has two reportable segments: Crane and Foodservice. The company has not aggregated individual operating segments within these reportable segments. Net sales and earnings from operations by segment are summarized as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net sales:
Crane	$	479.5		$	991.0		$	1,804.7		$	2,939.2
Foodservice	402.0			115.8			1,139.1			347.2
Total net sales	$	881.5		$	1,106.8		$	2,943.8		$	3,286.4
Earnings (loss) from operations:
Crane	$	19.2		$	137.1		$	122.1		$	435.6
Foodservice	52.1			18.3			112.3			53.1
Corporate expense	(10.9		)	(12.4		)	(36.2		)	(37.9		)
Asset impairments	—			—			(700.0		)	—
Restructuring expense	(12.8		)	(0.8		)	(38.7		)	(0.8		)
Integration expense	—			(1.6		)	(3.5		)	(1.6		)
Operating earnings (loss) from operations	$	47.6		$	140.6		$	(544.0	)	$	448.4

Crane segment operating earnings for the three and nine months ended September 30, 2009, includes amortization expense of $1.6 million and $4.7 million, respectively. Crane segment operating earnings for the three and nine months ended September 30, 2008, includes amortization expense of $1.9 million and $5.0 million, respectively. Foodservice segment operating earnings for the three and nine months ended September 30, 2009, includes amortization expense of $6.8 million and $20.5 million, respectively. Foodservice segment operating earnings for the three and nine months ended September 30, 2008, includes amortization expense of $0.1 million and $0.5 million, respectively.

As of September 30, 2009 and December 31, 2008, the total assets by segment were as follows:

	September 30, 2009		December 31, 2008
Crane	$	1,957.5	$	2,223.7
Foodservice	2,365.8		3,389.4
Corporate	321.8		473.0
Total	$	4,645.1	$	6,086.1

22. Subsequent Events

In May 2009, the FASB issued ASC Topic 855, “Subsequent Events”, which requires disclosure of the date through which subsequent events have been evaluated, as well as whether the date is the date the financial statements were issued or the date the financial statements were available to be issued. The company has evaluated subsequent events through November 9, 2009, the date the financial statements were issued. The company noted no significant subsequent events requiring adjustment to the financial statements or disclosure have occurred through this date.

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

Results of Operations for the Three and Nine Months Ended September 30, 2009 and 2008

Analysis of Net Sales

The following table presents net sales by business segment (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Net sales:
Crane	$	479.5	$	991.0	$	1,804.7	$	2,939.2
Foodservice	402.0		115.8		1,139.1		347.2
Total net sales	$	881.5	$	1,106.8	$	2,943.8	$	3,286.4

Consolidated net sales for the three months ended September 30, 2009 decreased 20.4% to $881.5 million, from $1.107 billion for the same period in 2008. For the nine months ended September 30, 2009 sales decreased 10.4% to $2.944 billion versus sales of $3.286 billion for the nine months ended September 30, 2008. The decreases in sales were driven primarily by a 51.6% and 38.6% decrease in Crane segment sales for the three and nine months ended September 30, 2009 versus the same periods in 2008. These results were partially offset by the increases in sales in the Foodservice segment for both periods in 2009 as compared to 2008, due to sales from businesses acquired in the Enodis acquisition during the fourth quarter of 2008.

Net sales from the Crane segment for the three months ended September 30, 2009 decreased to $479.5 million versus $991.0 million for the three months ended September 30, 2008. For the nine months ended September 30, 2009 sales decreased to $1.805 billion versus $2.939 billion for the nine months ended September 30, 2008. Net sales for both the three and nine months ended September 30, 2009 decreased over the same periods in the prior year in all major geographic regions and in all product lines. The Crane segment sales continue to be negatively impacted by a weak global crane market.

For the three and nine months ended September 30, 2009 versus the same periods in 2008, the weaker Euro currency compared to the U.S. Dollar had an approximate $31.3 million and $183.1 million, respectively, unfavorable impact on Crane segment sales. As of September 30, 2009, total Crane segment backlog was $667 million, a 26% decrease compared to the June 30, 2009 backlog of $901 million and a 65% decrease compared to the December 31, 2008 backlog of $1.9 billion. However, the company has seen stabilization in the form of net positive order flow. This positive trend started in March, continued to increase over the succeeding six months, and is expected to continue into the fourth quarter.

Net sales from the Foodservice segment increased 247.2% to $402.0 million for the three months ended September 30, 2009 versus $115.8 million for the three months ended September 30, 2008. For the nine months ended September 30, 2009, Foodservice segment sales of $1.139 billion increased 228.1% over the same period in 2008. The sales increases during the both periods were the result of $311.0 million and $870.9 million of sales from the Enodis businesses in the three and nine months ended September 30, 2009, respectively. On a proforma basis, sales were lower than comparable periods due to the extended contraction of capital spending by the restaurant industry. In addition, proforma sales for both periods were negatively impacted by the strength of the U.S. Dollar relative to the Euro and British Pound currencies and as a result lowered proforma sales for the three and nine months ended 2009 versus 2008 by $2.4 million and $37.9 million, respectively.

Analysis of Operating Earnings

The following table presents operating earnings by business segment (in millions):

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	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Earnings from operations:
Crane	$	19.2		$	137.1		$	122.1		$	435.6
Foodservice	52.1			18.3			112.3			53.1
Corporate expense	(10.9		)	(12.4		)	(36.2		)	(37.9		)
Asset impairments	—			—			(700.0		)	—
Restructuring expense	(12.8		)	(0.8		)	(38.7		)	(0.8		)
Integration expense	—			(1.6		)	(3.5		)	(1.6		)
Total	$	47.6		$	140.6		$	(544.0	)	$	448.4

Consolidated gross profit for the three months ended September 30, 2009 was $201.5 million, a decrease of $42.2 million compared to the $243.7 million of consolidated gross profit for the same period in 2008. Consolidated gross profit for the nine months ended September 30, 2009 was $643.4 million, a decrease of $130.2 million compared to the $773.6 million of consolidated gross profit for the same period in 2008. These decreases were driven by significantly lower gross profit in the Crane segment primarily due to decreased sales volumes, increased manufacturing unabsorbed overhead costs and an unfavorable translation effect of foreign currency exchange rate changes. For the three and nine month periods ended September 30, 2009 versus the same periods in 2008, the Crane segment gross profit declined $134.5 million and $372.5 million, respectively. The weaker Euro currency compared to the U.S. Dollar had an unfavorable impact on gross profit of approximately $1.9 million and $35.4 million, respectively. The gross profit decreases for both periods as compared to last year were partially offset by favorable product price increases and factory cost reductions.

For the three and nine months ended September 30, 2009, the Foodservice segment gross profit increased approximately $93.3 million and $243.3 million, respectively, versus the same periods last year. The increases in Foodservice gross profit for both periods in 2009 were due to the inclusion of the Enodis gross profit of $94.3 million and $263.8 million. Partially offsetting these increases were lower sales volumes, higher material costs and the unfavorable impact of the stronger U.S. Dollar versus other foreign currencies for the three and nine months ended September 30, 2009 versus the same periods in 2008.

Engineering, selling and administrative (ES&A) expenses for the third quarter of 2009 increased approximately $34.0 million to $132.7 million versus $98.7 million for the third quarter of 2008. For the nine months ended September 30, 2009, ES&A expenses were $420.0 million, which was a $102.6 million increase over ES&A expenses for the nine months ended September 30, 2008. For both periods these increases were driven by the Foodservice segment as a result of including the Enodis ES&A expenses of $51.5 million and $172.6 million for the three and nine months ended September 30, 2009. Partially offsetting the overall increases in ES&A expenses were the lower Crane segment ES&A expenses of $16.2 million and $58.7 million for the respective periods, due to lower employee related costs, travel and professional fees. In addition, the stronger U.S. Dollar versus other foreign currencies had a favorable impact of $1.8 million and $12.2 million in Crane ES&A expenses for the respective periods.

For the three months ended September 30, 2009, the Crane segment reported operating earnings of $19.2 million compared to $137.1 million for the three months ended September 30, 2008. For the nine months ended September 30, 2009, the Crane segment reported operating earnings of $122.1 million compared to $435.6 million for the nine months ended September 30, 2008. Operating earnings of the Crane segment for the three and nine month periods in 2009 as compared to the same periods in 2008 were unfavorably affected by lower sales volumes across all regions, lower factory efficiencies and an unfavorable translation effect of foreign currency exchange rate changes partially offset by favorable reductions in ES&A expenses, favorable product price increases and factory cost reductions. As a result, operating margin for the three months ended September 30, 2009 was 4.0% versus 13.8% for the three months ended September 30, 2008 and 6.8% for the nine months ended September 30, 2009 versus 14.8% for the nine months ended September 30, 2008.

For the three months ended September 30, 2009, the Foodservice segment reported operating earnings of $52.1 million compared to $18.3 million for the three months ended September 30, 2008. For the nine months ended September 30, 2009, the Foodservice segment reported operating earnings of $112.3 million compared to $53.1 million for the nine months ended September 30, 2008. The primary driver for the increases in operating earnings for both periods is the inclusion of the Enodis operating earnings of $42.8 million and $91.2 million, respectively, for the three and nine months ended September 30, 2009. However, excluding the impact of the Enodis results, operating earnings for the Foodservice segment decreased $9.0 million and $32.0 million, respectively, in the three and nine month periods of 2009 versus the same periods in 2008 due to lower sales volumes across most regions and product lines as a result of the lower capital spending by the restaurant industry.

For the three months ended September 30, 2009, corporate expenses were $10.9 million compared to $12.4 million for the three months ended September 30, 2008. For the nine months ended September 30, 2009, corporate expenses were $36.2 million compared to $37.9 million for the nine months ended September 30, 2008. These decreases were primarily the result of lower employee-related costs.

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The company accounts for goodwill and other intangible assets under the guidance ASC Topic 350-10, “Intangibles — Goodwill and Other.” Under ASC Topic 350-10, goodwill is no longer amortized; however, the company performs an annual impairment at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The company performs impairment reviews for its reporting units, which have been determined to be: Cranes Americas; Cranes Europe, Middle East, and Africa; Cranes Asia; Crane CARE; Foodservice Americas; Foodservice Europe, Middle East, and Africa; Foodservice Asia; and Foodservice Retail, using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Goodwill and other intangible assets are then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.

During the first quarter of 2009, the company’s stock price continued to decline as global market conditions remained depressed, the credit markets did not improve and the performance of the company’s Crane and Foodservice segments was below the company’s expectations. In connection with a reforecast of expected 2009 financial results completed in early April 2009, the company determined the foregoing circumstances to be indicators of potential impairment under the guidance of ASC Topic 350-10. Therefore, the company performed the required initial impairment test for each of the company’s operating units as of March 31, 2009. The company re-performed its established method of present-valuing future cash flows, taking into account our updated projections, to determine the fair value of the reporting units. The determination of fair value of the reporting units requires the company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, projections of revenue growth, operating earnings, discount rates, terminal growth rates, and required capital for each reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ materially from the estimates. The company evaluated the significant assumptions used to determine the fair value of each reporting unit, both individually and in the aggregate, and concluded they are reasonable.

The results of the analysis indicated that the fair values of three of the company’s eight reporting units (Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Retail) were potentially impaired, and therefore, the company proceeded to measure the amount of the potential impairment with the assistance of a third-party valuation firm. Upon completion of that assessment, the company recognized impairment charges as of March 31, 2009 of $548.8 million related to goodwill. The company also recognized impairment charges of $151.2 million related to other indefinite-lived intangible assets as of March 31, 2009. Both charges were within the Foodservice segment. These non-cash impairment charges have no direct impact on the company’s cash flows, liquidity, debt covenants, debt position or tangible asset values. There is no tax benefit in relation to the goodwill impairment; however, the company did recognize a $52.0 million benefit associated with the other indefinite-lived intangible asset impairment.

As a result of the continued worldwide decline in crane sales during the three and nine months ended September 30, 2009, the company recorded $8.6 million and $28.2 million, respectively, in restructuring charges to further reduce the Crane segment cost structure in all regions. The Foodservice segment also recorded a restructuring expense of $4.3 million and $10.6 million during the three and nine months ended September 30, 2009, respectively, as a result of closing its Harford Duracool facility in Aberdeen, Maryland in the second quarter and its McCall facility in Parsons, Tennessee in the third quarter. See further detail related to the restructuring expenses at Note 18, “Restructuring”.

The company is engaged in a number of integration activities associated with the Enodis acquisition. For the nine months ended September 30, 2009, integration expenses were approximately $3.5 million. Integration expenses include only costs directly associated with the integration such as costs related to outside vendors or services, costs of employees who have been assigned full-time to integration activities, and travel-related expenses.

Analysis of Non-Operating Income Statement Items

Amortization expense for deferred financing fees was $12.0 million and $31.9 million, respectively, for the three and nine months ended September 30, 2009. For the same periods in 2008, the expense was $0.2 million and $0.6 million, respectively. The higher expense in 2009 is related to the amortization of the fees associated with entering into the New Credit Agreement which was drawn upon in November of 2008 to fund our purchase of Enodis. See further detail on the New Credit Agreement at Note 9, “Debt”.

Interest expense for the three and nine months ended September 30, 2009 was $49.0 million and $130.4 million, respectively. Interest expense was $7.4 million and $21.0 million for the three and nine months ended September 30, 2008. The increase is the result of

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additional interest expense associated with the New Credit Agreement due to the Enodis acquisition.

During July 2008, the company entered into various hedging transactions (the “hedges”) to comply with the terms of its New Credit Agreement (see further detail related to the New Credit Agreement at Note 9, “Debt”) issued to fund the purchase of Enodis. The hedges were required to limit the company’s exposure to fluctuations in the underlying purchase Great British Pound (GBP) price of the Enodis shares which could have ultimately required additional funding capacity under the New Credit Agreement. Subsequent to entering into the hedging transactions, the U.S. Dollar strengthened against the GBP which resulted in a significant change to the fair value of the underlying hedges. Financial Accounting Standards Board Statement (FAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” states that hedges of a firm commitment to acquire a business do not qualify for hedge accounting (or balance sheet) treatment. Therefore, the periodic market value changes in these hedges were required to be recognized in the income statement. For the three and nine months ended September 30, 2008, loss on currency hedges related to the purchase of Enodis was $198.4 million.

The loss on debt extinguishment of $2.1 million in the nine months ended September 30, 2009 is related to the accelerated paydown of Term Loan X using the proceeds from the sale of the Enodis ice businesses in the second quarter. Other income, net for the nine months ended September 30, 2009 was $8.5 million versus $5.3 million for the same period in 2008. The increase is primarily the result of higher currency exchange gains versus the prior year partially offset by a decrease in interest income as a result of lower cash balances during the first nine months of 2009 versus the same period last year.

The tax benefit for the nine months ended September 30, 2009 was favorably impacted by the reversal of various reserves for uncertain tax positions as discussed in Note 11, “Income Taxes”. These reversals resulted in a discrete tax benefit of $31.7 million. The company recorded a valuation allowance related to Wisconsin net operating loss carryforwards of $3.5 million, for which it is more likely than not that the benefit of the carryforwards will not be realized. The goodwill impairment of $548.8 million is not tax deductible and thus had an unfavorable impact on the tax rate. The write-down of the trademarks of $151.2 million had an associated deferred tax liability of $52.0 million which resulted in no impact on the tax rate. As the company posted a pre-tax loss, a tax benefit increases the effective tax rate, and an increase in tax expense decreases the effective tax rate. As a result, the tax rate for the nine months ended September 30, 2009 was 9.1% as compared to 23.9% for the nine months ended September 30, 2008. Both the 2009 and 2008 rates were also favorably affected, as compared to the statutory rate, to varying degrees by certain global tax planning initiatives.

The results from discontinued operations were a loss of $1.8 million and earnings of $11.6 million, net of income taxes, for the three months ended September 30, 2009 and September 30, 2008, respectively. The 2009 loss is related to final tax adjustments on the results of operations and additional administration expenses associated with the disposition of the Marine segment sold on December 31, 2008 and of the Enodis ice businesses sold on May 15, 2009. The tax adjustment related to the former Marine segment was an additional tax expense of $2.0 million which was partially offset by a $1.1 million favorable adjustment to lower the tax expense related to the Enodis ice operation results. In addition, $0.3 million and $0.6 million of administration costs for the three and nine months ended September 30, 2009, respectively, were recorded for the disposition of the former Marine segment and the Enodis ice operations, respectively. The 2008 earnings from discontinued operations related to the results of operations from the Marine segment.

The loss on sale of discontinued operations of $2.7 million, net of income taxes, for the three months ended September 30, 2009 is related to a final tax adjustment on the sale of the Enodis ice machine operations.

For the three and nine months ended September 30, 2009, a net loss attributable to a noncontrolling interest of $1.5 million and $3.2 million, respectively, was recorded in relation to our 50% joint venture with the shareholders of TaiAn Dongyue. There was a net loss of $0.8 million and $0.9 million for the same periods of 2008, respectively. See further detail related to the joint venture at Note 2, “Acquisitions.”

Financial Condition

First Nine Months of 2009

The cash and cash equivalents balance as of September 30, 2009 totaled $158.5 million, which was a decrease of $14.5 million from the December 31, 2008 balance of $173.0 million. Cash flow provided by operating activities of continuing operations for the first nine months of 2009 was $201.1 million compared to cash provided of $112.9 million for the same period in 2008. During the first nine months of 2009 the source of cash was primarily driven by effective working capital management resulting in reductions of accounts receivable and inventory levels by $210.6 million and $237.6 million, respectively. Partially offsetting this was a decrease in accounts payable by $271.2 million and a $70.0 million settlement payment made in connection with the settlement of a long-standing, non-operational legal matter relating to Enodis, during the first half of 2009. See further detail related to the legal settlement at Note 15, “Contingencies and Significant Estimates”.

Capital expenditures during the first nine months of 2009 were $63.5 million versus $96.2 million during the same period in 2008.

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The majority of the capital expenditures were related to capacity expansion projects and ERP implementation costs for the Crane segment and tooling and equipment costs for the Foodservice segment.

Proceeds from the sale of the Enodis ice businesses provided $148.8 million, which were used to partially pay down Term Loan X during the second quarter.

First Nine Months of 2008

Cash and cash equivalents balance as of September 30, 2008 totaled $382.0 million, which was an increase of $12.6 million from the December 31, 2007 balance of $369.4 million. Cash flow provided by operating activities of continuing operations for the first nine months of 2008 was $112.9 million compared to $18.5 million for the first nine months of 2007. During the first nine months of 2008, the cash flow from operating activities of continuing operations primarily benefited from $210.4 million of net earnings, the unrealized loss on currency hedges of $205.2 million and a non-cash adjustment for depreciation expense of $62.2 million. Cash flow was negatively impacted by an increase in inventory of $257.5 million, an increase in accounts receivable of $68.0 million, and a non-cash adjustment for discontinued operations earnings of $31.7 million. The increase in inventory was due to the increase in production to support higher sales volumes and higher backlog levels in the Crane segment. In addition, supplier constraints have negatively impacted production throughput resulting in higher Crane segment inventories. The increase in accounts receivable was driven primarily by an increase in the Crane segment sales volumes. During the first nine months of 2008 the company made tax payments of approximately $96.3 million versus $103.8 million during the first nine months of 2007.

On March 6, 2008, the company formed a 50% joint venture with the shareholders of TaiAn Dongyue for the production of mobile and truck-mounted hydraulic cranes. The cash flow impact of this acquisition is included in business acquisitions, net of cash acquired, within the cash flow from investing section of the Consolidated Statement of Cash Flows. See further detail related to the joint venture at Note 2, “Acquisitions.”

Capital expenditures during the first nine months of 2008 were $94.0 million versus $52.4 million during the first nine months of 2007. The majority of the capital expenditures were related to capacity expansion projects and ERP implementation costs for the Crane segment and ERP costs for the Foodservice segment.

Liquidity and Capital Resources

Outstanding debt at September 30, 2009 and December 31, 2008 is summarized as follows:

	September 30, 2009		December 31, 2008
Revolving credit facility	$	—	$	17.0
Term loan A	948.1		1,025.0
Term loan B	1,191.0		1,200.0
Term loan X	33.6		181.5
Senior notes due 2013	150.0		150.0
Other	70.5		81.8
Total debt	2,393.2		2,655.3

In April 2008, the company entered into a $2.4 billion credit agreement which was amended and restated as of August 25, 2008 to ultimately increase the size of the total facility to $2.925 billion (New Credit Agreement). The New Credit Agreement became effective November 6, 2008. The New Credit Agreement includes four loan facilities — a revolving facility of $400.0 million with a five-year term, a Term Loan A of $1,025.0 million with a five-year term, a Term Loan B of $1,200.0 million with a six-year term, and a Term Loan X of $300.0 million with an eighteen-month term. The company is obligated to prepay the three term loan facilities from the net proceeds of asset sales, casualty losses, equity offerings, and new indebtedness for borrowed money, and from a portion of its excess cash flow, subject to certain exceptions.

In June 2009 the company entered into Amendment No. 2 (the Amendment) to the New Credit Agreement to provide relief under its consolidated total leverage ratio and consolidated interest coverage ratio financial covenants. This Amendment was obtained to avoid a potential financial covenant violation at the end of its second quarter of fiscal 2009 as a result of lower demand for certain of the company’s products due to continued weakness in the global economy and tight credit markets. Terms of the Amendment included an increase in the margin on London Interbank Offered Rate (LIBOR) and Alternative Borrowing Rate (ABR) loans of between 150 and 175 basis points, depending on the consolidated total leverage ratio. Also, one additional interest rate pricing level was added for each loan facility above a certain leverage amount.

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indebtedness to (d) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Total Leverage Ratio), at all times must each meet certain defined limits listed below:

Fiscal Quarter Ending:	Consolidated Total Leverage Ratio	Consolidated Interest Coverage Ratio
	(less than)	(greater than)
September 30, 2009	6.625:1	2.25:1
December 31, 2009	7.125:1	1.875:1
March 31, 2010	7.375:1	1.875:1
June 30, 2010	7.375:1	2.00:1
September 30, 2010	6.75:1	2.125:1
December 31, 2010	6.25:1	2.125:1
March 31, 2011	6.25:1	2.125:1
June 30, 2011	6.00:1	2.25:1
September 30, 2011	5.75:1	2.30:1
December 31, 2011	5.125:1	2.40:1
March 31, 2012	5.00:1	2.625:1
June 30, 2012	4.50:1	2.75:1
September 30, 2012	4.00:1	3.00:1
Thereafter	3.50:1	3.00:1

In addition, the Amendment added a financial covenant whereby the ratio of (e) consolidated senior secured indebtedness to (f) consolidated EBITDA for the most recent four fiscal quarters, beginning with the fiscal quarter ending June 30, 2011 must meet certain defined limits listed below:

Fiscal quarter ending:		Consolidated Senior Secured Indebtedness Ratio
		(less than)
June 30, 2011		5.25:1
September 30, 2011		5.25:1
December 31, 2011		4.50:1
March 31, 2012		4.50:1
June 30, 2012		4.00:1
September 30, 2012		4.00:1
Thereafter		3.50:1

The Amendment also reduced or eliminated the option to increase the borrowing capacity of the revolving facility or Term Loan A. Additionally, the Amendment placed certain limitations on capital expenditures, restricted payments and acquisitions per calendar year depending on the Consolidated Total Leverage Ratio. The New Credit Agreement, as amended, also contains customary representations and warranties and events of default.

The company’s Senior Notes due 2013 (Senior Notes due 2013) also contains customary affirmative and negative covenants. These covenants also limit, among other things, our ability to redeem or repurchase our debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, and create or become subject to liens.

As of September 30, 2009 the company was in compliance with all affirmative and negative covenants in its debt instruments inclusive of the financial covenants pertaining to the New Credit Agreement, as amended, and the Senior Notes due 2013. Based upon the company’s current plans and outlook, the company believes it will be able to comply with these covenants during the subsequent 12 months.

As a result of the Amendment of the New Credit Agreement, the company terminated the Term Loan A interest rate swap entered into in January 2009 resulting in a realized gain of $2.0 million and entered into a new interest rate swap related to Term Loan

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A. In accordance with ASC Topic 815-10, the realized gain will be amortized as an adjustment to interest expense over the life of the original January Term Loan A swap. The Amended Term Loan A swap transaction is fixed to the 3 month LIBOR interest rate for 50 percent of the notional amount. The Term Loan B swap transaction is fixed to the 1 month LIBOR with a 3 percent floor for 50 percent of the notional amount. $449.4 million of Term Loan A was fixed at 2.501 percent plus a 450 basis point spread, which equals 7.001%. $600.0 million of Term Loan B was fixed at 3.635 percent rate plus a 450 basis point spread, which equals 8.135%. Both interest rate hedges for the Term Loan A and Term Loan B are amortizing swaps that have an aggregate weighted average life of three years. The remaining unhedged 50 percent portions of the Term Loans A and B as well as the revolving credit facility and Term Loan X, continue to bear interest at a variable interest rate plus the applicable spread according to the New Credit Agreement, as amended.

On December 31, 2008, the company completed the sale of its Marine segment to Fincantieri Marine Group Holdings, Inc., a subsidiary of Fincantieri — Cantieri Navali Italiani SpA. The sale price in the all-cash transaction was approximately $120 million. The company used the cash proceeds, net of a preliminary working capital adjustment, to partially pay down the balance on the Term Loan X of approximately $118.5 million. On May 15, 2009 the company completed the sale of the Enodis global ice machine operations to Braveheart Acquisition, Inc., an affiliate of Warburg Pincus Private Equity X, L.P., for $160 million. The company used the after-tax net proceeds of approximately $150 million to reduce the balance on Term Loan X. As of September 30, 2009 the balance on this term loan was $33.6 million.

The company has entered into an accounts receivable securitization program whereby it sells certain of its domestic trade accounts receivable to a wholly owned, bankruptcy-remote special purpose subsidiary which, in turn, sells participating interests in its pool of receivables to a third-party financial institution (Purchaser). The Purchaser receives an ownership and security interest in the pool of receivables. New receivables are purchased by the special purpose subsidiary and participation interests are resold to the Purchaser as collections reduce previously sold participation interests. The company has retained collection and administrative responsibilities on the participation interests sold. The Purchaser has no recourse against the company for uncollectible receivables; however, the company’s retained interest in the receivable pool is subordinate to the Purchaser and is recorded at fair value. The securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the company to meet specified financial tests, which include the following: consolidated interest coverage ratio and consolidated total leverage ratio. As of September 30, the company was in compliance with all affirmative and negative covenants inclusive of the financial covenants. See additional discussion regarding future compliance with such covenants in Note 9, “Debt”.

The securitization program includes certain of the company’s domestic U.S. Foodservice and Crane segment businesses. On September 28, 2009, the company modified its securitization program to, among other things, increase the capacity of the program from $105.0 million to $125.0 million and to add two additional businesses under the program. Trade accounts receivables sold to the Purchaser and being serviced by the company totaled $74.0 million at September 30, 2009.

Due to a short average collection cycle of less than 60 days for such accounts receivable and due to the company’s collection history, the fair value of the company’s retained interest approximates book value. The retained interest recorded at September 30, 2009 was $51.7 million and is included in accounts receivable in the accompanying Consolidated Balance Sheets.

Our liquidity position at September 30, 2009 and December 31, 2008 is summarized as follows:

	September 30, 2009			December 31, 2008
Cash and cash equivalents	$	161.1		$	173.0
Revolver borrowing capacity	400.0			383.0
AR securitization borrowing capacity	51.0			—
Less: outstanding letters of credit	(42.7		)	(68.3		)
Total liquidity	$	569.4		487.7

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

The company anticipates generating substantial net operating loss carryforwards in France during 2009. At September 30, 2009, the company has concluded that a valuation allowance against the deferred income tax asset for the carryforward is not required to be recognized, principally because (i) such carryforwards have an indefinite carryforward period, (ii) in the most recent three-year period the company has utilized carryforwards incurred during the previous crane down cycle, (iii) the company currently expects to utilize any carryforwards created during 2009 over the long term, (iv) in the most recent three-year period, the company has recognized cumulative profitability, and (v) the company has initiated tax planning actions that will increase future profitability in France. However, prior to the complete utilization of these carryforwards, particularly if the current economic downturn continues and the company generates operating losses in its French operations for an extended period of time, it is possible the company might conclude that the benefit of the carryforwards would no longer meet the more-likely-than-not recognition criteria, at which point the company would be required to recognize a valuation allowance against some or all of the tax benefit associated with the carryforwards. The company updates its financial forecast of the French operations quarterly and continues to closely monitor the utilization of these losses. The recognition of this valuation allowance, if necessary, could have a material adverse effect on our consolidated balance sheet and results of operations.

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Recent Accounting Changes and Pronouncements

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There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.

Critical Accounting Policies

Our critical accounting policies have not materially changed since the 2008 Form 10-K was filed.

Cautionary Statements About Forward-Looking Information

Statements in this report and in other company communications that are not historical facts are forward-looking statements, which are based upon our current expectations. These statements involve risks and uncertainties that could cause actual results to differ materially from what appears within this annual report.

Forward-looking statements include descriptions of plans and objectives for future operations, and the assumptions behind those plans. The words “anticipates,” “believes,” “intends,” “estimates,” “targets” and “expects,” or similar expressions, usually identify forward-looking statements. Any and all projections of future performance are forward-looking statements.

In addition to the assumptions, uncertainties, and other information referred to specifically in the forward-looking statements, a number of factors relating to each business segment could cause actual results to be significantly different from what is presented in this annual report. Those factors include, without limitation, the following:

Crane—cyclicality of the construction industry; the effects of government spending on construction-related projects throughout the world; unanticipated changes in global demand for high-capacity lifting equipment; the replacement cycle of technologically obsolete cranes; and demand for used equipment.

Foodservice—weather; consolidations within the restaurant and foodservice equipment industries; global expansion of customers; the commercial ice-cube machine replacement cycle in the United States; unanticipated issues associated with refresh/renovation plans by national restaurant accounts; specialty foodservice market growth; the demand for quickservice restaurant and kiosks; future strength of the beverage industry; in connection with the now-completed acquisition of Enodis: potential balance sheet changes resulting from finalization of purchase accounting treatment; the ability to appropriately and timely integrate the acquisition of Enodis; realization of anticipated earnings enhancements, cost savings, strategic options and other synergies and the anticipated timing to realize those savings, synergies and options.

Corporate (including factors that may affect more than one of the three segments)— finalization of the price and terms of the now-completed divestitures and unanticipated issues associated with transitional services provided by the company in connection with these divestitures; changes in laws and regulations throughout the world; the ability to finance, complete and/or successfully integrate, restructure and consolidate acquisitions, divestitures, strategic alliances and joint ventures; the successful development of innovative products and market acceptance of new and innovative products; issues related to plant closings and/or consolidation of existing facilities; efficiencies and capacity utilization of facilities; competitive pricing; availability of certain raw materials; changes in raw materials and commodity prices; issues associated with new product introductions; matters impacting the successful and timely implementation of ERP systems; changes in domestic and international economic and industry conditions, including steel industry conditions; changes in the markets served by the company unexpected issues associated with the availability of local suppliers and skilled labor; changes in the interest rate environment; risks associated with growth; foreign currency fluctuations and their impact on hedges in place world-wide political risk; geographic factors and economic risks; health epidemics; pressure of additional financing leverage resulting from acquisitions; success in increasing manufacturing efficiencies and capacities; unanticipated changes in revenue, margins, costs and capital expenditures; work stoppages, labor negotiations and rates; issues associated with workforce reductions; actions of competitors; unanticipated changes in consumer spending; the ability of our customers to obtain financing; the state of financial and credit markets; the ability to generate cash consistent with the Manitowoc’s stated goals; and unanticipated changes in customer demand.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

The company’s market risk disclosures have not materially changed since the 2008 Form 10-K was filed. The company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Item 7A of the company’s Annual Report on Form 10-K, for the year ended December 31, 2008.

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Item 4. Controls and Procedures

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

Changes in Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, we made no changes which have materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

The company’s risk factors disclosures have not materially changed since the 2008 Form 10-K was filed. The company’s risk factors are incorporated by reference from Item 1A of the company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Item 6. Exhibits

(a) Exhibits: See exhibit index following the signature page of this Report, which is incorporated herein by reference.

SIGNATURES

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.

Date: November 9, 2009	The Manitowoc Company, Inc.
	(Registrant)

	/s/ Glen E. Tellock
	Glen E. Tellock
	Chairman, President and Chief Executive Officer

	/s/ Carl J. Laurino
	Carl J. Laurino
	Senior Vice President and Chief Financial
	Officer

Table of Contents

THE MANITOWOC COMPANY, INC.

EXHIBIT INDEX

TO FORM 10-Q

FOR QUARTERLY PERIOD ENDED

September 30, 2009

Exhibit No.*	Description	Filed/Furnished Herewith

10.12(a)	Amendment No.2 dated November 6, 2008 to the Amended and Restated Receivables Purchase Agreement among Manitowoc Funding, LLC, as Seller, The Manitowoc Company, Inc., as Servicer, Hannover Funding Company, LLC, as Purchaser, and Norddeutsche Landisbank Girozentrale, as Agent, dated as of December 21, 2006 (filed as Exhibit 10.1 on the company’s Current Report on Form 8-K dated as of December 23, 2006 and incorporated herein by reference) as amended on August 15, 2007 with such Amendment No. 1 filed as exhibit 10.12 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference.	X	(1)

10.12(b)	Amendment No.3 dated December 18, 2008 to the Amended and Restated Receivables Purchase Agreement among Manitowoc Funding, LLC, as Seller, The Manitowoc Company, Inc., as Servicer, Hannover Funding Company, LLC, as Purchaser, and Norddeutsche Landisbank Girozentrale, as Agent, dated as of December 21, 2006 (filed as Exhibit 10.1 on the company’s Current Report on Form 8-K dated as of December 23, 2006 and incorporated herein by reference) as amended on August 15, 2007 with such Amendment No. 1 filed as exhibit 10.12 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and as further amended on November 6, 2008 with such Amendment No. 2 filed as exhibit 10.12(a) to this Quarterly Report on Form 10-Q for the period ended September 30, 2009.	X	(1)

10.13	The Manitowoc Company, Inc. Severance Pay Plan adopted by the Board of Directors as of May 4, 2009.	X	(1)

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

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

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

(1) Filed Herewith

(2) Furnished Herewith

Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any unfiled exhibits or schedules to such document.

Exhibit 10.12(a)

EXECUTION COPY

AMENDMENT NO. 2 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of November 6, 2008 (this “ Amendment ”), is by and among MANITOWOC FUNDING, LLC, as Seller, THE MANITOWOC COMPANY, INC., as Servicer, HANNOVER FUNDING COMPANY LLC, as Purchaser, and NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent.

WHEREAS, the parties hereto are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of December 21, 2006 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”); and

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1. Definitions . Capitalized terms defined in the Agreement and used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

SECTION 2. Amendments . The Agreement is hereby amended as follows:

(a) The definition of “ Change in Control ” set forth in Exhibit I to the Agreement is amended by deleting the phrase “or the Subordinate Note Documents” from where it appears in clause (x) thereof.

(b) The definition of “ Credit Agreement ” set forth in Exhibit I to the Agreement is replaced in its entirety with the following:

“ Credit Agreement ” means the Amended and Restated Credit Agreement, dated as of August 25, 2008, among Manitowoc, the “Subsidiary Borrowers” party thereto, the “Lenders” party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, supplemented or otherwise modified from time to time; provided , however , that for purposes of any reference herein to a defined term set forth in the Credit Agreement, such reference shall be deemed to be a reference to the Credit Agreement as in effect on November 6, 2008 without giving effect to any amendment, supplement or other modification thereto entered into without the Agent’s written consent.

(c) The definition of “ Intercreditor Agreement ” set forth in Exhibit I to the Agreement is replaced in its entirety with the following:

“ Intercreditor Agreement ” means the Second Amended and Restated Intercreditor Agreement, dated as of November 6, 2008, among Manitowoc, the Originators, the

Seller, the Agent and JPMorgan Chase Bank, N.A., as the same may be amended, supplemented or otherwise modified from time to time.

(d) Clause (s) of Exhibit IV to the Agreement is replaced in its entirety with the following:

(s) Financial Covenants .

(i) Maximum Consolidated Total Leverage Ratio . The Servicer shall cause the Consolidated Total Leverage Ratio to be less than (a) 4.00 to 1.00 at all times during the period from the Effective Date (as defined in the Credit Agreement) to and including December 30, 2009, (b) 3.75 to 1.00 at all times during the period from December 31, 2009 to and including December 30, 2010 and (c) less than 3.50 to 1.00 at all times thereafter.

(ii) Maximum Consolidated Senior Leverage Ratio . The Servicer shall cause the Consolidated Senior Leverage Ratio to at all times be less than 3.50 to 1.0.

(iii) Minimum Consolidated Interest Coverage Ratio . The Servicer shall not permit the Consolidated Interest Coverage Ratio for any fiscal quarter of the Servicer set forth below to be less than or equal to the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending		Ratio
June 30, 2008		2.50:1.00
September 30, 2008		2.50:1.00
December 31, 2008		2.50:1.00
March 31, 2009		2.50:1.00
June 30, 2009		2.75:1.00
September 20, 2009		2.75:1.00
December 31, 2009		2.75:1.00
March 31, 2010		2.75:1.00
Thereafter		3.00:1.00

SECTION 3. Consent Regarding Amended and Restated Company Notes . At the Seller’s request and pursuant to clause (q)(i) of Exhibit IV to the Agreement, the Agent hereby consents to the Seller’s issuance on the date hereof to each Originator of an amended and restated Company Note in substantially the form attached as Exhibit B to the Purchase and Sale Agreement in substitution and replacement of each outstanding Company Note heretofore issued by the Seller.

SECTION 4. Representations and Warranties . On the date hereof, each of the Seller and Manitowoc hereby represents and warrants (as to itself) to the Purchaser and the Agent as follows:

(a) after giving effect to this Amendment, no event or condition has occurred and is continuing which constitutes an Termination Event or Unmatured Termination Event;

(b) after giving effect to this Amendment, the representations and warranties of such Person set forth in the Agreement and each other Transaction Document are true and correct as of the date hereof, as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date); and

(c) this Amendment constitutes the valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

SECTION 5. Effectiveness . This Amendment shall be effective, as of the date hereof, upon receipt by the Agent of the following (in each case, in form and substance reasonably satisfactory to the Agent):

(a) counterparts of this Amendment duly executed by each of the parties hereto;

(b) an executed copy of a letter from JPMorgan Chase Bank, N.A. to Manitowoc confirming that the transactions contemplated by the Agreement constitute a “Permitted Securitization” under the Credit Agreement (as defined in Section 2(b) above);

(c) counterparts to the Intercreditor Agreement (as defined in Section 2(c) above) duly executed by each of the parties thereto; and

(d) an opinion of counsel to the Seller and Manitowoc opining that the transactions contemplated by the Agreement do not conflict with, or result in a breach of, or constitute a default under the Credit Agreement (as defined in Section 2(b) above) .

SECTION 6. Miscellaneous . The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from and after the date hereof shall be deemed to refer to the Agreement as amended hereby, unless otherwise expressly stated. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which then taken together shall constitute one and the same Amendment. This Amendment may be executed by facsimile or delivery of a “.pdf” copy of an executed counterpart hereof. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflict of laws provisions thereof) and the obligations, rights and remedies of the parties under this Amendment shall be determined in accordance with such laws.

[ Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first above written.

	MANITOWOC FUNDING, LLC,
	as Seller


	By:
	Name:
	Title:

Amendment No. 2 to Amended and Restated
Receivables Purchase Agreement

S-1

	THE MANITOWOC COMPANY, INC.,
	as Servicer


	By:
	Name:
	Title:

Amendment No. 2 to Amended and Restated
Receivables Purchase Agreement

S-2

	NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent


	By:
	Name:
	Title:


	By:
	Name:
	Title:

Amendment No. 2 to Amended and Restated
Receivables Purchase Agreement

S-3

	HANNOVER FUNDING COMPANY LLC,
	as Purchaser


	By:
	Name:
	Title:

Amendment No. 2 to Amended and Restated
Receivables Purchase Agreement

S-4

Exhibit 10.12(b)

EXECUTION COPY

AMENDMENT NO. 4 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 29, 2009 (this “ Amendment ”), is by and among MANITOWOC FUNDING, LLC, as Seller, THE MANITOWOC COMPANY, INC., as Servicer, HANNOVER FUNDING COMPANY LLC, as Purchaser, and NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent.

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1. Definitions . Capitalized terms defined in the Agreement and used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

SECTION 2. Amendments . The Agreement is hereby amended as follows:

(a) The definition of “ Credit Agreement ” set forth in Exhibit I to the Agreement is amended by replacing the date “November 6, 2008” where it appears therein with the date “June 12, 2009”.

(b) The following new defined term is hereby added to Exhibit I to the Agreement in appropriate alphabetical order:

“ Consolidated Senior Secured Leverage Ratio ” has the meaning set forth in the Credit Agreement, without giving effect to any amendment, amendment and restatement, supplement or other modification to the Credit Agreement (unless such amendment, amendment and restatement, supplement or other modification has been consented to in writing by the Agent).

“ Consolidated Senior Leverage Ratio ” has the meaning set forth in the Credit Agreement, without giving effect to any amendment, amendment and restatement, supplement or other modification to the Credit Agreement (unless such amendment, amendment and restatement, supplement or other modification has been consented to in writing by the Agent).

(d) Clause (s) of Exhibit IV to the Agreement is replaced in its entirety with the following:

(s) Financial Covenants .

(i) Maximum Consolidated Total Leverage Ratio . The Servicer will cause the Consolidated Total Leverage Ratio at all times during the fiscal quarters of the Servicer set forth below to be less than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending		Ratio

June 30, 2009		5.25:1.00
September 30, 2009		6.625:1.00
December 31, 2009		7.125:1.00
March 31, 2010		7.375:1.00

June 30, 2010		7.375:1.00
September 30, 2010		6.75:1.00
December 31, 2010		6.25:1.00
March 31, 2011		6.25:1.00

June 30, 2011		6.00:1.00
September 30, 2011		5.75:1.00
December 31, 2011		5.125:1.00
March 31, 2012		5.00:1.00

June 30, 2012		4.50:1.00
September 30, 2012		4.00:1.00
December 31, 2012, and thereafter		3.50:1.00

(ii) Maximum Consolidated Senior Secured Leverage Ratio . The Servicer will cause the Consolidated Senior Secured Leverage Ratio at all times during the fiscal quarter of the Servicer set forth below to be less than the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending		Ratio

June 30, 2011		5.25:1.00
September 30, 2011		5.25:1.00
December 31, 2011		4.50:1.00
March 31, 2012		4.50:1.00

June 30, 2012		4.00:1.00
September 30, 2012		4.00:1.00
December 31, 2012, and thereafter		3.50:1.00

(iii) Minimum Consolidated Interest Coverage Ratio . The Servicer will not permit the Consolidated Interest Coverage Ratio for any fiscal quarter of the Servicer set forth below to be less than or equal to the ratio set forth opposite such fiscal quarter below:

Fiscal Quarter Ending		Ratio

June 30, 2009		2.75:1.00
September 30, 2009		2.25:1.00
December 31, 2009		1.875:1.00
March 31, 2010		1.875:1.00

June 30, 2010		2.00:1.00
September 30, 2010		2.125:1.00
December 31, 2010		2.125:1.00
March 31, 2011		2.125:1.00

June 30, 2011		2.25:1.00
September 30, 2011		2.30:1.00
December 31, 2011		2.40:1.00
March 31, 2012		2.625:1.00

June 30, 2012		2.75:1.00
September 30, 2012, and thereafter		3.00:1.00

SECTION 3. Representations and Warranties . On the date hereof, each of the Seller and Manitowoc hereby represents and warrants (as to itself) to the Purchaser and the Agent as follows:

(a) after giving effect to this Amendment, no event or condition has occurred and is continuing which constitutes a Termination Event or Unmatured Termination Event;

(c) this Amendment constitutes the valid and binding obligation of such Person, enforceable against such Person in accordance with its terms.

In addition to the foregoing, the Servicer represents and warrants to the Seller, the Purchaser and the Agent that that certain Amendment No. 2 to the Credit Agreement has become effective in accordance with Section 4 thereof.

SECTION 4. Effectiveness . This Amendment shall be effective, as of the date hereof, upon receipt by the Agent of the following (in each case, in form and substance reasonably satisfactory to the Agent):

(a) counterparts of this Amendment duly executed by each of the parties hereto; and

SECTION 5. Miscellaneous . The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from and after the date hereof shall be deemed to refer to the Agreement as amended hereby, unless otherwise expressly stated. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which then taken together shall constitute one and the same Amendment. This Amendment may be executed by facsimile or delivery of a “.pdf” copy of an executed counterpart hereof. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflict of laws provisions thereof) and the obligations, rights and remedies of the parties under this Amendment shall be determined in accordance with such laws.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first above written.

	MANITOWOC FUNDING, LLC,
	as Seller


	By:
	Name:
	Title:

Amendment No. 4 to Amended and Restated
Receivables Purchase Agreement

S-1

	THE MANITOWOC COMPANY, INC.,
	as Servicer


	By:
	Name:
	Title:

Amendment No. 4 to Amended and Restated
Receivables Purchase Agreement

S-2

	NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent


	By:
	Name:
	Title:


	By:
	Name:
	Title:

Amendment No. 4 to Amended and Restated
Receivables Purchase Agreement

S-3

	HANNOVER FUNDING COMPANY LLC,
	as Purchaser


	By:
	Name:
	Title:

Amendment No. 4 to Amended and Restated
Receivables Purchase Agreement

S-4

Exhibit 10.13

THE MANITOWOC COMPANY, INC.

SEVERANCE PAY PLAN

SEVERANCE PAY PLAN

TABLE OF CONTENTS

Introduction	1

This document sets forth the terms of The Manitowoc Company, Inc. Severance Pay Plan as it applies to individuals employed in the United States. You should review this document carefully so that you will better understand your rights and benefits under the Plan.

Terms and Conditions	2

This document uses a number of specific legal terms when defining your rights under the Plan. Whenever a word begins with a capital letter, you should assume that the word has a specific legal meaning and that the word is defined somewhere in this document. This section defines many of the key terms and conditions that are necessary to your understanding of the Plan.

Severance Benefits	4

The Plan will provide selected Eligible Employees with severance benefits that are designed to meet the specific facts and circumstances of each such termination. Severance benefits do not need to be uniform and no Employee shall have any right to any benefits or to any form of benefits except to the extent provided in a valid written severance offer from an authorized representative of Manitowoc and, if applicable, subject to the terms of a required Release Agreement.

Application for Benefits	6

In order to receive your benefits, you must file an application for such benefits with the Plan Administrator. This section describes the application process and your right to have a decision regarding your benefits reviewed.

Miscellaneous Information	8

The following information is important to your understanding of the Plan and is provided to further clarify how the Plan operates.

Legal Rights and Obligations	12

This section describes your rights under the Employee Retirement Income Security Act of 1974 (as amended) (“ERISA”).

Plan Administration	14

You may need to contact Manitowoc or the Plan Administrator if you have any questions regarding the Plan. The following information will help you to do this.

This document sets forth the terms of The Manitowoc Company, Inc. Severance Pay Plan as it applies to individuals employed in the United States. You should review this document carefully so that you will better understand your rights and benefits under the Plan.

The Manitowoc Company, Inc. (“Manitowoc”) has amended and restated the Manitowoc Company, Inc. Severance Pay Plan (the “Plan”), as set forth herein. The Plan is designed to help employees of Manitowoc and Related Employers to understand how severance benefits are determined and administered. No employee is guaranteed to receive any benefits under this Plan.

The Plan is an unfunded welfare benefit plan for purposes of ERISA and a severance pay plan within the meaning of United States Department of Labor regulations Section 2510.3-2(b). The Plan is also intended to be exempt from the application of Code Section 409A.

This booklet serves as both the Plan document and summary plan description effective as of January 1, 2009. This booklet supersedes any prior version of the Plan and the Plan itself supersedes any other severance plan, program, policy or other similar arrangement, whether formal or informal, if any, previously maintained by Manitowoc or any other Related Employer. To the extent that any provision in this booklet is ambiguous or to the extent that it is unclear how the terms should apply in a specific situation, then Manitowoc has the sole discretionary authority to interpret and apply this Plan.

This booklet is not intended to provide you with tax or legal advice regarding your benefits under the Plan.

This document uses a number of specific legal terms when defining your rights under the Plan. Whenever a word begins with a capital letter, you should assume that the word has a specific legal meaning and that the word is defined somewhere in this document. This section defines many of the key terms and conditions that are necessary to your understanding of the Plan.

Unless a different meaning is clearly required by the context, the following words, when used in this Plan, shall have the meaning(s) set forth below.

(a) Code . The Code refers to the Internal Revenue Code of 1986, as amended from time to time, and as interpreted by applicable regulations and rulings.

(b) Eligible Employees . The Plan is available only to employees of Manitowoc and other Related Employers. An employee who is covered under a collective bargaining agreement is not eligible to receive any benefits under this Plan.

(c) ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time, and as interpreted by applicable regulations and rulings.

(d) Manitowoc . Manitowoc refers to The Manitowoc Company, Inc. and any successor thereto. Any action or authority designated to Manitowoc under this Plan may be exercised by Manitowoc’s Board of Directors or any delegate or designee of the Board of Directors.

(e) Participant . A Participant shall refer only to an Eligible Employee who is entitled to receive severance benefits in accordance with a written communication from an authorized representative of Manitowoc. That written communication will describe all benefits that will be provided for an individual Participant in this Plan. Eligible Employees may also be required to execute a valid Release Agreement in order to become a Participant in the Plan and receive severance benefits under the Plan.

(g) Plan . The Manitowoc Company, Inc. Severance Pay Plan, as stated herein and as amended from time to time.

(h) Plan Administrator . Manitowoc serves as the Plan Administrator and shall be the named fiduciary that controls and manages the operation and administration of the Plan.

(i) Plan Year . The calendar year.

(j) Related Employer . Any entity that is related to Manitowoc (as determined under Code Sections 414(b), (c) or (m)) which, consistent with written authorization of Manitowoc’s

Board of Directors or its express delegate(s), has adopted this Plan. As of the date of this Plan document, the following entities are Related Employers under this Plan: All Manitowoc subsidiaries with employees in the United States. By its adoption of this Plan, a Related Employer shall be deemed to appoint Manitowoc as its exclusive agent to exercise on its behalf all power and authority conferred under this Plan. Manitowoc’s authority to act as such agent shall continue until this Plan is terminated by Manitowoc or as to that respective Related Employer.

(k) Release Agreement . A written agreement prepared by an authorized representative of Manitowoc which sets forth the specific severance benefits offered to the Eligible Employee and requires a release of any claims that the Eligible Employee might have against Manitowoc and/or any Related Employer(s) and employees, agents and officers of Manitowoc and all Related Employers and other similarly situated individuals. When preparing a Release Agreement, Manitowoc shall act in its capacity as an employer and not in any fiduciary capacity under ERISA. Manitowoc need not use the same Release Agreement for each Eligible Employee.

SEVERANCE BENEFITS

The Plan will provide selected Eligible Employees with severance benefits that are designed to meet the specific facts and circumstances of each such termination. Severance benefits do not need to be uniform and no Employee shall have any right to any benefits or to any form of benefits except to the extent provided in a valid written severance offer from an authorized representative of Manitowoc and, if applicable, subject to the terms of a required Release Agreement.

SEVERANCE BENEFITS

All severance benefits under this Plan are provided at Manitowoc’s sole discretion and need not be uniform among all employees. In deciding whether to offer any benefits under this Plan, Manitowoc shall act in its capacity as an employer, and not in any fiduciary capacity under ERISA. No employee of Manitowoc or any Related Employer shall receive any severance, termination or other similar benefits unless offered under this Plan.

Notwithstanding the fact that this Plan does not offer or guarantee any specific benefits for any Eligible Employee, Manitowoc will generally consider two different types of severance benefits: (a) taxable Severance Pay; and (b) Reimbursement of COBRA Expenses. The Board of Directors and the Compensation Committee of Manitowoc have the exclusive authority to authorize severance benefits for elected officers of Manitowoc. The Board of Directors and the Compensation Committee have also granted both the Chief Executive Officer and the Senior Vice President of Human Resources and Administration of Manitowoc the power to individually authorize Plan benefits to other employees of Manitowoc and each Related Employer. No one other than the Board of Directors or the Compensation Committee of Manitowoc, or the individuals designated above shall have any authority to offer or authorize any severance benefits to any employee of Manitowoc or any Related Employer.

(a) Severance Pay . Manitowoc may agree to provide cash severance payments to a Participant in either a single lump-sum or in a series of ongoing payments. Ongoing payments may be limited such that they will end or be reduced to the extent that a Participant secures alternative employment. The Plan Administrator shall be responsible for determining whether Manitowoc has agreed to provide an Eligible Employee with such benefits and determining whether a Participant continues to be eligible to receive any ongoing benefits under that arrangement.

(b) Reimbursement of COBRA Expenses . Manitowoc may also agree to reimburse a Participant for some or all of his or her COBRA Expenses for a specified period of time. In order to be eligible for the Reimbursement of COBRA Expenses, the Participant must execute a valid election pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) within the applicable time requirements. The Participant must submit proof of COBRA expenditures to the Plan Administrator, and the Plan Administrator shall issue appropriate reimbursements in a

timely manner. Reimbursements for COBRA Expenses may be provided for any period of time and need not be tied to the length or duration of severance benefits noted above.

(c) Additional Benefits or Perquisites . Manitowoc shall have the authority to provide additional or alternative benefits in addition to or in lieu of the Severance Pay and/or Reimbursement of COBRA Expenses referenced above.

Manitowoc intends for the payments under this Agreement to be exempt from the application of Code Sections 409A and 280G, but does not guarantee any specific tax results for any individual employee. With the preceding intent in mind, Manitowoc shall not knowingly provide any benefit under this Plan unless such benefit, when considered together with all other compensation and benefits, qualifies for one or more of the exemptions set forth in Treasury Regulation Sections 1.409A-1(b)(4) (short-term deferrals), 1.409A-1(b)(5) (stock and equity-based compensation exclusions), 1.409A-1(b)(9) (separation pay plans) and/or 1.409A-1(b)(10) (legal settlements). Similarly, Manitowoc shall not knowingly provide any benefit under this Plan unless, when considered together with all other compensation and benefits, such benefits will not constitute excess parachute payments under Code Section 280G.

WAIVER AND RELEASE

Some or all of any benefits provided under this Plan may be conditioned upon the Participant’s execution of a valid and binding Release Agreement. If Manitowoc does require a Release Agreement and that Release Agreement allows the Participant to revoke his or her release after it has been signed, then all benefits that have been conditioned upon the execution of that Release Agreement shall be deferred until after that revocation period has expired, and such benefits will be conditioned upon the individual not revoking that Release Agreement.

In order to receive your benefits, you must file an application for such benefits with the Plan Administrator. This section describes the application process and your right to have a decision regarding your benefits reviewed.

FILING AN APPLICATION

If you (or your beneficiary) believe that you are entitled to a benefit under the Plan, you should submit an application for benefits (a claim) to the Plan Administrator. Your application should be in writing, and may be required to be on a form provided by the Plan Administrator.

DECISION ON APPLICATION

Unless special circumstances exist, the Plan Administrator will process an application within ninety (90) days after the application is filed. Within that ninety- (90-) day period, you should receive either a notice of the decision or a notice that: (a) explains the special circumstances which are causing the delay; and (b) sets a date, no later than one hundred and eighty (180) days after the Administrator received your application, by which the Administrator expects to render the final decision.

LACK OF NOTICE

If you do not receive a notice within the time described above, you can assume that your claim has been denied, and you may file a request for appeal as described below.

DENIAL OF CLAIM

If the Plan Administrator partially or wholly denies your application for benefits, you will receive a written notice which will include: (a) the specific reason or reasons for the denial; (b) specific references to pertinent provisions of the Plan document on which the denial is based; (c) a description of any additional material or information which you must provide to prove your claim, and an explanation of why that material or information is needed; and (d) the steps you must take to appeal the denial of your claim. You may file a request for appeal as described below.

RIGHT TO APPEAL A DENIED CLAIM

You or your duly authorized representative may file a written appeal of the denial with the Plan Administrator no later than sixty (60) days after you receive the notice that your claim has been partially or wholly denied. You may include any issues, comments, statements or documents that you wish to provide with your written appeal. You or your duly authorized representative may review all pertinent Plan documents when preparing your request.

FINAL DECISION ON APPEALED CLAIM

In most instances, the Plan Administrator will issue a final decision on an appeal within sixty (60) days after the Plan Administrator receives the appeal request. If the Plan Administrator is unable to process your appeal within sixty (60) days, you will receive an extension notice before the sixty- (60-) day period expires. The extension notice will include: (a) the special circumstances (such as the need to hold a hearing) which are causing the delay; and (b) the date, no later than one hundred and twenty (120) days after the date the Plan Administrator received your written appeal, by which the Administrator expects to render the final decision. The Plan Administrator’s decision will explain the reasons for the decision and will refer to the provisions of the Plan document on which the decision is based. If you do not receive a notice within the time periods described in this paragraph, you may assume that your appeal has been denied on review. If you do not follow the claim application and appeal procedures set forth in this section, you will be precluded from later bringing any action, in either state or federal court or any other forum, for benefits under this Plan.

The following information is important to your understanding of the Plan and is provided to further clarify how the Plan operates.

PLAN ADMINISTRATOR

Manitowoc has the exclusive right to serve as the Plan Administrator or to appoint another individual, entity, or group of individuals or entities to serve as the Plan Administrator. Any person or entity appointed to serve in lieu of Manitowoc may resign at any time by filing a written notice of resignation with Manitowoc and may be removed at any time by Manitowoc.

The Plan Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to effectuate the provisions of the Plan. The Plan Administrator shall have the exclusive right to interpret the Plan, shall determine all questions arising in the administration, interpretation and application of the Plan documents, to resolve ambiguities, inconsistencies and omissions related thereto, and shall, from time to time, formulate and issue such rules and regulations as may be necessary for the purpose of administering the Plan. Any interpretation, determination, rule or regulation issued by the Plan Administrator shall be conclusive and binding on all persons. In any review of such an interpretation, determination, rule or regulation, the Plan Administrator’s decision shall be given deference and shall be set aside by a reviewing tribunal only in the event the Plan Administrator acted in an arbitrary and capricious manner.

The Plan Administrator and all fiduciaries of this Plan shall discharge their duties with respect to the Plan solely in the interest of the Eligible Employees, for the exclusive purpose of providing benefits to Eligible Employees and their beneficiaries and deferring reasonable expenses of administering the Plan with care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use and in accordance with the Plan documents and instruments, insofar as such documents and instruments are consistent with the provisions of ERISA and any acts amendatory thereto.

The Plan Administrator shall maintain accounts showing the fiscal transactions of the Plan and such books and records as may be necessary to comply with ERISA, governmental regulations issued thereunder and other applicable law. The Plan Administrator shall timely file or cause to be timely filed, all annual reports, financial and other statements as may be required of the Plan Administrator by any federal or state statute, agency or authority. The Plan Administrator shall timely furnish or cause to be furnished, all such reports, statements and other documents as may be required by any federal or state statute, agency or authority to be furnished by the Plan Administrator to any Eligible Employee, beneficiary or interested party.

The Plan Administrator shall have the authority to accept service of process on behalf of the Plan.

To the extent that a fiduciary may be relieved of liability under Section 410(a) of ERISA for a breach of any responsibility, obligation or duty imposed by Title 1, Part 4 of ERISA, no fiduciary shall be liable for any action or failure to act hereunder, except for bad faith, willful misconduct or gross negligence. To the extent that a fiduciary may be relieved of liability under Section 410(a) of ERISA for a breach of another fiduciary of any responsibility, obligation or duty imposed by Title 1, Part 4 of ERISA, no fiduciary shall be personally liable for a breach committed by any other fiduciary, unless the fiduciary: (a) knowingly participated in or knowingly concealed a breach by such other fiduciary; (b) by his failure to comply with his fiduciary duties, has enabled such other fiduciary to commit a breach; or (c) has failed to make reasonable efforts under the circumstances to remedy the breach of another fiduciary of which he has knowledge. To the same extent, no fiduciary shall be personally liable for the acts or omissions of any attorney or agent employed by a fiduciary hereunder, if such attorney or agent shall have been selected with reasonable care.

PLAN PERMANENCY

Manitowoc reserves the right to amend the Plan in every respect at any time, either before or after termination hereof, or from time to time (and retroactively if deemed necessary or appropriate to conform to governmental regulations or other policies). Manitowoc also reserves the right to terminate this Plan at any time. Any action to amend or terminate this Plan may be taken by Manitowoc’s Board of Directors or its express delegate(s).

In no event shall the Plan Administrator or any employee, officer or director of the Plan Administrator incur any liability for any act or failure to act unless such act or failure to act constitutes a lack of good faith, willful misconduct or gross negligence with respect to the Plan.

COMPLIANCE WITH ERISA

Notwithstanding any other provisions of this Plan, a fiduciary or other person shall not be relieved of any responsibility or liability for any responsibility, obligation or duty imposed upon such person pursuant to ERISA.

Neither Eligible Employees nor Participants have any vested right to benefits under this Plan. Plan benefits shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien or charge. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to Plan benefits shall be void, except to the extent required by law.

EMPLOYMENT NOT GUARANTEED

The establishment of this Plan, its amendments and the granting of a benefit pursuant to the Plan shall not give any individual the right to continued employment with Manitowoc or any Related Employer, or limit the right of Manitowoc or any Related Employer to dismiss or impose penalties upon the individual or modify the terms of employment of any individual.

ERRONEOUS OR EXCESSIVE PAYMENTS

In the event any payment is made under this Plan to any individual who is not entitled to such payment (whether such payment is made as the result of a mistake of fact or law), the individual shall return such erroneous or excessive payment(s). The Plan Administrator shall have the right to bring legal action to recover such amounts and/or reduce future payments due to such individual by the amount of any such erroneous or excessive payment(s). This provision shall not limit the rights of the Plan Administrator to recover such overpayments in any other manner.

No employee, officer, or director of Manitowoc or any Related Employer has the authority to alter, vary, or modify the terms of the Plan except by means of an authorized written amendment to the Plan that is approved by Manitowoc’s Board of Directors or its express delegate(s). No verbal representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator, Manitowoc or any Related Employer.

No individual shall acquire, by reason of this Plan, any right in or title to any assets, funds, or property of Manitowoc or any Related Employer. Any severance pay benefits that become payable under the Plan are unfunded obligations of Manitowoc and shall be paid from Manitowoc’s general assets. No employee, officer, director or agent of Manitowoc or any Related Employer guarantees in any manner the payment of benefits under this Plan.

This Plan shall be governed and construed in accordance with ERISA and in the event that any references shall be made to state law, the internal laws of the State of Wisconsin shall apply.

The benefits payable under this Plan, if any, are the maximum amount made available to any employee of Manitowoc and each Related Employer due to an involuntary termination of employment. To the extent that a federal, state or local law may mandate that Manitowoc or a Related Employer make a payment to any individual due to his or her involuntary termination of employment, that individual’s benefit(s) under this Plan, if any, shall be reduced by such amount.

Derivatives in Cash Flow
Hedging Relationships

Location of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion and
Amount Excluded from
Effectiveness Testing)

Amount of Gain or (Loss) Recognized in
Income on Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)

Commodity Contracts

Cost of Sales

If any provision of the Plan is found, held, or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in full force and effect.

This section describes your rights under the Employee Retirement Income Security Act of 1974 (as amended) (“ERISA”).

Eligible Employees are entitled to certain rights and protections pursuant to the Employee Retirement Income Security Act of 1974 (“ERISA”). Each Employer and the Plan Administrator intends to operate the Plan fairly and to comply fully with ERISA. If you have a question about the Plan, how it is run and how it affects you, you should contact the Plan Administrator. ERISA provides that all Plan participants shall be entitled to:

(a) Examine without charge at Manitowoc’s office and at each Related Employer location, all Plan documents, including insurance contracts and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and Plan descriptions.

(b) Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator; the Plan Administrator may make a reasonable charge for the copies.

(c) Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties on the people who are responsible for the operation of the Plan. The people who operate the Plan, the Plan Administrator and other appointed advisors, called “fiduciaries” of the Plan, have a duty to operate the Plan prudently and in the interest of you and other Eligible Employees. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a payment or exercising your rights under ERISA. If your claim for payment is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees. (For example, if it finds your claim is frivolous.)

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights pursuant to ERISA, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor.

You may need to contact Manitowoc or the Plan Administrator if you have any questions regarding the Plan. The following information will help you to do this.

Plan Sponsor		The Manitowoc Company, Inc.
		2400 South 44 th Street
		Manitowoc, WI 54221-0066

Plan Administrator and Agent For Service of Legal Process		The Manitowoc Company, Inc.
		2400 South 44 th Street
		Manitowoc, WI 54221-0066

Employer Identification Number		39-0448110

Plan Identification Number		528

Plan Year		January 1 through December 31

Exhibit 31

Certification of Principal Executive Officer

I, Glen E. Tellock, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Manitowoc Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2009

	/s/ Glen E. Tellock
	Glen E. Tellock
	Chairman, President and Chief Executive Officer

Certification of Principal Financial Officer

I, Carl J. Laurino, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Manitowoc Company, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2009

	/s/ Carl J. Laurino
	Carl J. Laurino
	Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Manitowoc Company, Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glen E. Tellock, President and Chief Executive Officer of the company, certify, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods expressed in the Report.

/s/ Glen E. Tellock
Glen E. Tellock
Chairman, President and Chief Executive Officer
November 9, 2009

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Manitowoc Company, Inc. and will be retained by The Manitowoc Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Manitowoc Company, Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl J. Laurino, Senior Vice President and Chief Financial Officer of the company, certify, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

/s/ Carl J. Laurino
Carl J. Laurino
Senior Vice President and Chief Financial Officer
November 9, 2009