10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K

[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
[  ]	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)	(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)

Securities Registered Pursuant to Section 12(b) of the Act:

Common Stock, $.01 Par Value	New York Stock Exchange
(Title of Each Class)	(Name of Each Exchange on Which Registered)
Common Stock Purchase Rights

Securities Registered Pursuant to Section 12(g) of the Act:

     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 preceeding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ( X )    No  (   )
     
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ( )

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Our public float as of June 30, 2002 was $857,501,679 based on the closing per share price of $35.49 on that date. Yes (X) No ( )

     The Aggregate Market Value on February 26, 2003, of the registrant's Common Stock held by non-affiliates of the registrant was $491,294,475 based on the closing per share price of $18.51 on that date.

     The number of shares outstanding of the registrant's Common Stock as of February 26, 2003 the record date for determining shareholders entitled to vote at the Annual Meeting as well as the most recent practicable date, were 26,542,111.
DOCUMENTS INCORPORATED BY REFERENCE

      Portions of registrant's Annual Report to Shareholders for the year ended December 31, 2002 (the "2002 Annual Report"), are incorporated by reference into Parts I and II of this report. Portions of the registrant's Proxy Statement, to be prepared and filed for the Annual Meeting of Shareholders, dated April 1, 2003 (the "2003 Proxy Statement"), are incorporated by reference in Part III of this report.

     See Index to Exhibits.

PART I

Item 1.   Business
GENERAL
Founded in 1902, we are a diversified industrial manufacturer with leading positions in our three principal markets: Cranes and Related Products (Crane), Foodservice Equipment (Foodservice) and Marine. We have a 100-year tradition of providing high-quality, customer-focused products and support services to our markets worldwide. For the year ended December 31, 2002 we had net sales of $1.4 billion.

Our Crane business is a global provider of engineered lift solutions, offering one of the broadest lines of lifting equipment in our industry. We design, manufacture and market a comprehensive line of crawler cranes, mobile telescopic cranes, tower cranes, boom trucks and aerial work platforms with capacities up to 1,433 U.S. tons. Our Crane products are marketed under the Manitowoc, Potain, Grove, National, and Manlift brand names and are used in a wide variety of applications, including energy, petrochemical and industrial projects, infrastructure development such as road, bridge and airport construction, commercial and high-rise residential construction, mining and dredging.
..
Our Foodservice business is a leading broad-line manufacturer of "cold side" commercial Foodservice products. We design, manufacture and market full product lines of ice making machines, walk-in and reach-in refrigerators/freezers, fountain beverage delivery systems and other foodservice refrigeration products for the lodging, restaurant, healthcare, convenience store, soft-drink bottling and institutional foodservice markets. Our Foodservice products are marketed under the Manitowoc, Kolpak, SerVend, Multiplex, Harford-Duracool, McCall, Flomatic, Compact, and Icetronic.

Our Marine segment provides new construction, shiprepair and maintenance services for freshwater and saltwater vessels from four shipyards on the U.S. Great Lakes. Marine is a leading provider of construction and repair services for Great Lakes and oceangoing mid-sized commercial, research, and military vessels.

Our principal executive offices are located at 2400 South 44th Street, Manitowoc, Wisconsin 54221-0066.

FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

For information relating to the company's lines of business and industry segments, see "Management's Discussion and Analysis of Results of Operations and Financial Condition," "Six-Year Financial Summary," and Notes 1-21 to the Consolidated Financial Statements on pages 24-36, 38-39, and 44-68 , respectively, of the 2002 Annual Report, which are incorporated herein by reference.

PRODUCTS AND SERVICES

We sell our products categorized in the following business segments:

Business Segment	Percentage of 2002 Net Sales	Key Products	Key Brands
Cranes and Related Products	51.5%	Lattice Boom Cranes: which include crawler and truck mounted lattice-boom cranes; Tower Cranes: which include luffing, topless, hammer head, and self erecting tower cranes; Mobile Telescopic Cranes: including rough terrain cranes, all-terrain cranes, truck mounted cranes and industrial cranes; Mountable Telescopic Cranes: which include telescopic boom trucks and articulated boom cranes; Aerial Work Platforms: which include scissor lift platforms, articulating boom lifts, telescopic boom lifts, and vertical masts; Parts and Service: which include replacement parts, crane rebuilding and remanufacturing services.	Manitowoc Potain Grove National Manlift
Foodservice Equipment.......	32.9%	Commercial ice-cube machines, ice flakers, and storage bins; ice/beverage dispensers; long-draw soft-drink and beer dispensing systems; walk-in refrigerators and freezers; reach-in refrigerators and freezers; refrigerated under-counters and food prep tables; private label residential refrigerator/freezers; post-mix beverage dispensing valves; cast aluminum cold plates; compressor racks and modular refrigeration systems; backroom beverage equipment distribution services.	Manitowoc SerVend Multiplex Kolpak Harford-Duracool McCall Koolaire Flomatic Icetronic
Marine	15.6%	New construction services for commercial, government, military, and research vessels of all varieties, including United States Coast Guard cutters, ice breakers, ferries, patrol boats, self-unloading bulk carriers, double-hull tank barges, integrated tug/barges and dredges; inspection, maintenance and repair of freshwater and saltwater vessels; also provides industrial repair and maintenance services for refineries, power plants and heavy industrials.

Cranes and Related Products

Our Crane segment designs and manufactures a diversified line of crawler and truck mounted lattice-boom cranes, which we sell under the "Manitowoc" name for use by the energy, petrochemical, construction, mining, pulp and paper and other industries. Our Crane segment also designs and manufactures a diversified line of top slewing and self erecting tower cranes, which we sell under the "Potain" name, for use in construction and other industries primarily in the Americas, Europe, Middle East, Africa, and Asia. We also design and

manufacture mobile telescopic cranes used in commercial and industrial applications, which we sell and market under the "Grove" name in the Americas, Europe, Middle East, Africa, and Asia. We design and manufacture a comprehensive line of hydraulically powered telescopic and articulated boom trucks, which we sell under the "National" brand name utilized by contractors engaged in the industrial, commercial, public works and residential construction, railroad and oil field service industries. We specialize in crane rebuilding and remanufacturing services. Many of our customers purchase one crane together with several attachments to permit use of the crane in a broader range of lifting applications and other operations. Various crane models combined with available options have lifting capacities ranging from approximately 10 to 1,433 U.S. tons and excavating capacities ranging from 3 to 15 cubic yards. We also offer scissor lifts, articulating booms, telescoping booms and vertical masts sol d under the "Manlift" brand name.

Lattice-boom Cranes. We market our lattice-boom crawler cranes through our subsidiary, Manitowoc Cranes, Inc. Lattice-boom cranes consist of a lattice-boom, which is a fabricated, high-strength steel structure that has four chords and tubular lacings, mounted on a base which is either crawler or truck mounted. Lattice-boom cranes weigh less and provide higher lifting capacities than a telescopic boom of similar length. The lattice-boom sections, together with the crane base, are transported to and erected at a project site.

We currently offer twelve models of lattice-boom cranes with lifting capacities ranging from approximately 80 to 1,433 tons, which are used to lift material and equipment in a wide variety of applications and end markets, including heavy construction, bridge and highway, duty cycle and infrastructure and energy related projects. These cranes are also used by the crane rental industry, which serves all of the above industries.

Lattice-boom crawler cranes may be classified according to their lift capacity-low capacity and high capacity. Low capacity crawler cranes with 150-ton capacity or less are often utilized for general construction and duty cycle applications. We offer four models in this crane category: the Model 111, an 80-ton capacity, self erecting crawler crane; the Model 222, a 100-ton capacity, self erecting crawler crane; the Model 1015 (a product introduced in 2002), a 120-ton capacity, self erecting foundation crane; and the Model 555, a 150-ton capacity, lift crane.

High capacity crawler cranes with greater than 150-ton capacity are utilized to lift materials in a wide variety of applications and are often utilized in heavy construction, energy-related, stadium construction, petrochemical work, and dockside applications. We offer six high-capacity models: the Model 777, a 200-ton capacity, self erecting crawler crane; the Model 888, a 230-ton capacity, self erecting crawler crane; the Model 999, a 275-ton capacity, self erecting crawler crane; the Model 2250, a 300-ton capacity, self erecting crawler crane; the Model 18000 (a product introduced in 2002), a 660-ton capacity liftcrane; and the Model 21000, a 1,000-ton capacity liftcrane.

We also manufacture two lattice-boom, self erecting truck cranes: the M-2250T, a 300-ton capacity crane and the Model 777T, a 220-ton capacity crane. These cranes serve the same markets as our high capacity crawler cranes. They differ from their crawler counterparts only in that they are mounted on a truck rather than a crawler and can travel at highway speeds.

Crawler Crane Attachments. Manitowoc Cranes offers customers various attachments that provide our cranes with greater capacity in terms of height, movement and lifting. Our principal attachments are: MAX-ER™ attachment, luffing jibs, tower attachments and RINGER™ attachments. The MAX-ER is a trailing, counterweight, heavy-lift attachment that dramatically improves the reach, capacity and lift dynamics of the basic crane to which it is mounted. It can be transferred between cranes of the same model for maximum economy and occupies less space than competitive heavy-lift systems. A luffing jib is a fabricated structure similar to, but smaller than, a lattice-boom. Mounted at the tip of a lattice-boom, a luffing jib easily adjusts its angle of operation permitting one crane with a luffing jib to make lifts at additional locations on the project site. It can be transferred between cranes of the same model to maximize utilization. A RINGER attachment is a high-capacity lift attachment that dist ributes load reactions over a large area to minimize ground-bearing pressure. It can also be more economical than transporting and setting up a larger crane.

Tower Cranes. Our subsidiary Potain designs and manufactures tower cranes utilized primarily in the building and construction industry. Tower cranes offer the ability to lift and place material more quickly and accurately than other types of lifting machinery without utilizing substantial square footage on the ground. Tower cranes include a stationary vertical tower and a horizontal jib with a counterweight, which is placed near the top of the vertical tower. A load carrying cable runs through a trolley which is on the jib, enabling the load to move along the jib. The jib rotates 360 degrees, which compensates for the crane's inability to move, thus increasing the crane's work area. Operators are primarily located where the jib and tower meet, which provides superior visibility above the worksite. We offer a complete line of tower crane products, including top slewing, luffing jib, topless, self erecting, and special cranes for dams, harbors and other large building projects. Top slewing cranes are th e most traditional form of tower cranes.

Top slewing tower cranes have a tower and multi-sectioned horizontal jib. Suspension cables supporting the jib extend from the tower. These cranes rotate from the top of their mast and can increase in height with the project. Top slewing cranes are transported in separate pieces and assembled at the construction site in one to three days depending on the height. Potain offers over 50 models of top slewing tower cranes with lifting capabilities ranging between 40 and 2,000 meter-tons. These cranes are generally sold to large building and construction groups, as well as rental companies.

Luffing jib tower cranes, which are a type of top slewing crane, have an angled rather than horizontal jib. Unlike other tower cranes which have a trolley that controls the lateral movement of the load, luffing jib cranes move their load by changing the angle of the jib. These cranes are transported in separate pieces and assembled at the construction site in one to three days depending on the height. The cranes are utilized primarily in urban areas where space is constrained or in situations where several cranes are installed close together. Potain currently offers 11 models of luffing jib tower cranes with maximum jib lengths of 23 meters.

Self erecting tower cranes are generally trailer-mounted and unfold from four sections, two for the tower and two for the jib. The smallest of Potain's models unfolds in less than 8 minutes; larger models erect in a few hours. Self erecting cranes rotate from the bottom of their mast. Potain offers 26 models of self erecting cranes with lifting capacities ranging between 10 and 80 meter-tons which are utilized primarily in light construction and residential applications.

Mobile Telescopic Cranes. Our subsidiary Grove designs and manufactures 24 models of mobile telescopic cranes utilized primarily in industrial, commercial and construction applications, as well as in maintenance applications to lift and move material at job sites. Mobile telescopic cranes consist of a telescopic boom mounted on a wheeled carrier. Mobile telescopic cranes are similar to lattice-boom cranes in that they are designed to lift heavy loads using a mobile carrier as a platform, enabling the crane to move on and around a job site without typically having to re-erect the crane for each particular job. Additionally, many mobile telescopic cranes have the ability to drive between sites, while some are even permitted on public roadways. We currently offer the following four types of mobile telescopic cranes capable of reaching tip heights of 410 feet with lifting capacities up to 550 tons: (i) rough terrain, (ii) all-terrain, (iii) truck mounted, and (iv)& nbsp;industrial.

Rough terrain cranes are designed to lift materials and equipment on rough or uneven terrain. These cranes cannot be driven on highways, and, accordingly, must be transported by truck to a work site. Grove Crane produces 8 models of rough terrain cranes capable of tip heights of up to 237 feet and maximum load capacities of up to 130 tons.

All-terrain cranes are versatile cranes designed to lift materials and equipment on rough or uneven terrain and yet are highly maneuverable and capable of highway speeds. Grove produces 9 models of all-terrain cranes capable of tip heights of up to 410 feet and maximum load capacities of up to 550 tons.

Truck mounted cranes are designed to provide simple set-up and long reach high capacity booms and are capable of traveling from site to site at highway speeds. These cranes are suitable for urban and suburban uses. Grove Crane produces 3 models of truck mounted cranes capable of tip heights of up to 237 feet and maximum load capacities of up to 90 tons.

Industrial cranes are designed primarily for plant maintenance, storage yard and material handling jobs. Grove produces 4 models of industrial cranes capable of tip heights of up to 74 feet and maximum load capacities of up to 15 tons.

Boom Trucks. After the divestiture of Manitowoc Boom Trucks, Inc. in 2002, we currently offer our hydraulic and articulated boom truck products through National Crane. A boom truck is a hydraulically powered telescopic crane or articulated crane mounted on a truck chassis. Telescopic cranes are used primarily for lifting material and personnel on a job site, while articulated cranes are utilized primarily to load and unload truck beds at a job site. National Crane currently offers 12 models of telescoping and 14 models of articulating cranes capable of reaching maximum heights of 175 feet and lifting capacity up to 40 tons.

Aerial Work Platforms. We offer aerial work platforms through Grove Manlift, Delta and Liftlux. We currently manufacture 46 models of aerial work platforms, which elevate workers and their materials more safely, quickly and easily than alternative methods such as scaffolding and ladders. The work platform is mounted on either a telescoping and/or articulating boom or on a vertical lifting scissor mechanism. The boom truck lifting mechanism is mounted on a chassis powered by electric motors or gas, diesel or propane engines. We manufacture scissor lifts, articulating booms, telescoping booms and vertical masts.

Backlog. The year-end backlog of crane products includes orders that have been placed on a production schedule, and those orders that we have accepted and that we expect to be shipped and billed during the next year. Manitowoc's backlog of unfilled orders for Cranes and Related Products at December 31, 2002 approximated $133.8 million, as compared with $64.5

million at December 31, 2001. The increase is primarily due to the acquisition of Grove during 2002. Excluding Grove, the backlog declined to $48.9 million at December 31, 2002, primarily due to the weakened economic conditions that slowed the sales of our crawler cranes.

Foodservice Equipment

Our Foodservice segment designs, manufactures and markets commercial ice-cube and flaker machines and storage bins; walk-in refrigerators and freezers; reach-in refrigerators and freezers; refrigerated undercounters and food preparation tables; private label residential refrigerators/freezers; ice/beverage dispensers; post-mix beverage dispensing valves; cast aluminum cold plates; long draw beer dispensing systems; compressor racks and modular refrigeration systems; plus backroom beverage equipment distribution services. Products are sold under the brand names Manitowoc, Kolpak, SerVend, Multiplex, Harford-Duracool, McCall, Flomatic, Compact, and Icetronic.

Commercial Ice Cube Machines, Ice Flaker Machines and Storage Bins. Ice machines are classified as either self-contained or modular machines and can be further classified by size, capacity and the type of ice they produce. There are two basic types of ice made by ice machines: cubes and flakes. Machines that make ice cubes, the most popular type of machine, are used by the foodservice industry for drinks, ice displays and salad bars. Flake ice is used to a great extent in processing applications, such as keeping meats and seafood fresh, as well as in medical facilities for use in ice packs.

Our subsidiary Manitowoc Ice manufactures 22 models of commercial ice machines, serving the foodservice, convenience store, healthcare, restaurant and lodging markets. Our ice machines make ice in cubes and flakes form, and range in daily production capacities from 45 to 2,000 pounds. The ice cube machines are either self-contained units, which make and store ice, or modular units, which make, but do not store, ice. We offer the world's only commercial ice making machines with patented cleaning and sanitizing technology. This feature eliminates the downtime and labor costs associated with periodic cleaning of the water distribution system. All units feature patented technology with environmentally friendly hydrofluorocarbon refrigerants. We also manufacture the patented QuietQube ice cube machines, which feature CVD, or cool vapor defrost, technology, operate heat-free, are 75% quieter than non-CVD units and produce more ice in a smaller footprint. These new QuietQube machin es are ideally suited for use in new restaurants, which often feature more open designs, and for use with the self-service beverage systems increasingly found in quick service restaurants and convenience stores. Our ice machines are sold throughout North America, Europe and Asia. In 2002, Manitowoc Ice introduced a new line of flakers which increases our penetration into the healthcare and supermarket segments.

Walk-in Refrigerators and Freezers. Our subsidiaries Kolpak and Harford-Duracool manufacture modular and fully assembled walk-in refrigerators, coolers and freezers for restaurants, institutions, commissaries and convenience stores. Walk-in refrigerators and freezers are large, insulated storage spaces fitted with refrigeration systems. Most walk-ins are custom-made from modular insulated panels constructed with steel or aluminum exteriors and foamed-in-place urethane insulation. Refrigerator/blower units are installed in order to maintain an even temperature throughout the refrigerated space. Walk-ins come in many models with various types of doors, interior shelving, and viewing windows. Units range in size from 200 to 60,000 cubic feet. We also produce a complete line of express or pre-assembled walk-ins.

Reach-in Refrigerators and Freezers. Reach-in refrigerators and freezers are typically constructed from stainless steel and have a thick layer of insulation in the walls, doors and floor. The cabinets have one to three doors, made of either glass or steel, and come in a variety of sizes with storage capabilities up to 72 cubic feet. Although reach-ins resemble household refrigerators, commercial versions utilize few plastic parts, incorporate larger compressor units and do not usually combine refrigerator and freezer compartments in the same unit. These design features stem from the needs of end-users and heavy duty usage of most reach-ins. For example, in contrast to the typical household refrigerator, commercial reach-ins may be opened and closed hundreds of times per day, placing mechanical strain on the structure and greatly increasing the cooling load on the refrigeration system. Our subsidiary McCall Refrigeration produces over 60 self-contained upright and under-counter refrigeration equipment units, including a full line of reach-ins and refrigerated food preparation equipment for restaurants, institutions and commissaries. We make over 50 standard models of reach-ins plus custom-built units.

Dispensers and Products. Our subsidiaries SerVend, Multiplex and Kyees Aluminum produce ice-cube dispensers, beverage dispensers, ice/beverage dispensers, post-mix dispensing valves and cast aluminum cold plates and related equipment for use by quick service restaurants, convenience stores, bottling operations, movie theaters, and the soft-drink industry. Ice cube dispensers come in the form of floor and countertop models with storage capacities ranging from 45 to 310 pounds, while ice/beverage dispensers include traditional combination ice/beverage dispensers, drop-in dispensers and electric countertop units. Dispensing systems are manufactured

for the dispensing of soda, water and beer. Soda systems include remote systems that produce cold carbonated water and chill incoming water and syrup prior to delivery to dispensing towers. Beer systems offer technically advanced remote beer delivery systems which are superior by design, allow increased yields, provide better under-bar space utilization and allow multiple stations to operate from one central unit.

Our subsidiary Manitowoc Beverage Systems, Inc., or MBS, is a systems integrator with nationwide distribution of beverage dispensing and backroom equipment and support system components. MBS serves the needs of major beverage and bottler customers, restaurants, convenience stores and other outlets and provides our customers with one point of contact for their beverage dispenser and backroom equipment needs. It operates throughout the United States, with locations in Ohio, California, Texas, Georgia and Virginia.

Backlog. The backlog for unfilled orders for our Foodservice segment at December 31, 2002 and 2001 was not significant because orders are generally filled within 24 to 48 hours.
Marine

We operate four shipyards located in Sturgeon Bay, Wisconsin; Marinette, Wisconsin; Toledo, Ohio; and Cleveland, Ohio. Our shipyard in Sturgeon Bay consists of approximately 55 acres of waterfront property. Four of those acres, which connect two operating areas of the shipyard, are leased under a long term ground lease. Our Sturgeon Bay facilities include approximately 295,000 square feet of enclosed manufacturing and office space, a 140-foot by 1,158-foot graving dock, a 250-foot graving dock, and a 600-foot, 7,000-ton, floating dry-dock. We also lease shipyard facilities at Toledo and Cleveland for our Marine segment. These facilities include waterfront land, buildings, and 800-foot and 550-foot graving docks.

On November 20, 2000, we acquired Marinette Marine Corporation, a leading builder of mid-sized commercial, research and military vessels in the U.S. Marinette Marine is located in Marinette, Wisconsin, just across Green Bay from our Bay Shipbuilding facility. Marinette Marine operates one of the largest shipyards in the Great Lakes and offers complete in-house capabilities for all shipbuilding disciplines. Marinette Marine's new build capability provides a strong compliment to our historic expertise in new-construction, repair, maintenance and refurbishment.

The year-end backlog for our Marine segment includes new project work to be completed over a series of years and repair and maintenance work presently scheduled which will be completed in the next year. At December 31, 2002, the backlog for our Marine segment approximated $189 million, compared to $360 million one year ago. The decrease is due to the completion of several vessels during 2002. The backlog is primarily made up of new vessel construction projects and does not include options for additional vessels, yet to be awarded.
Raw Materials and Supplies

The primary raw material that we use is structural and rolled steel, which is purchased from various domestic and international sources. We also purchase engines and electrical equipment and other semi- and fully-processed materials. Our policy is to maintain, wherever possible, alternate sources of supply for our important materials and parts. We maintain inventories of steel and other purchased material. We have been successful in our goal to maintain alternative sources of raw materials and supplies, and therefore are not dependent on a single source for any particular raw material or supply.


Patents, Trademarks, and Licenses

We hold in excess of 300 patents pertaining to our crane and foodservice products, and have presently pending applications for additional patents in the United States and foreign countries. In addition, we have various registered and unregistered trademarks and licenses that are of material importance to our business. While we believe our ownership of this intellectual property is adequately protected in customary fashions under applicable law, no single patent, trademark or license is critical to our overall business.

Seasonality

Typically, the second and third quarters represent our best quarters for our consolidated financial results. In our Cranes segment, summer represents the main construction season. Customers require new machines, parts, and service in advance of

that season. Since the summer brings warmer weather, there is also an increase in the use and replacement of ice machines, as well as new construction and remodeling within the food service industry. As a result, distributors build inventories during the second quarter for the increased demand. With respect to our Marine segment, the Great Lakes shipping industry's sailing season is normally May through November. Thus, barring any emergency groundings, the majority of repair and maintenance work is performed during the winter months and the work is typically completed during the first and second quarter of the year. As a result of our acquisition of Marinette and the overall increase in new construction project work in our Marine segment, the seasonality of our traditional repair and maintenance work is less extreme as new construction projects are performed throughout the year.
Competition

We sell all of our products in highly competitive industries. We compete in each of our industries based on product design, quality of products and services, product performance, maintenance costs, and price. Several of our competitors have greater financial, marketing, manufacturing and distribution resources than we do. We believe that we benefit from the following competitive advantages: leading market positions, a strong brand name, a reputation for quality products and service, an established network of global distributors, broad product line in the markets we serve, and a commitment to engineering design and product innovation. However, we cannot assure you that our products and services will continue to compete successfully with our competitors or that we will be able to retain our customer base or improve or maintain our profitmargins on sales to our customers. The following table sets forth our primary competitors in each of our business segments:

Business Segment	Products	Primary Competitors
Cranes and Related Products	Lattice-Boom Crawler Cranes	Hitachi; Kobelco; Liebherr; Sumitomo/Link-Belt; and Terex/Demag
	Tower Cranes	Comensa; Gru Comedil; Liebherr; and Peiner
	Mobile Telescopic Cranes	Liebherr; Link-Belt; Terex/Demag; and Tadano
	Boom Trucks	Terex; Manitex
	Aerial Work Platforms	JLG; Genie; Upright; and Haulotte
Foodservice Equipment	Ice Machines	Hoshizaki; Scotsman
	Ice/Beverage Dispensers	I.M.I. Cornelius; Lancer Corporation
	Walk-in Refrigerators/Freezers	American Panel; ICS; Nor-Lake; and W.A. Brown
	Reach-in Refrigerators/Freezers	Beverage Air; Delfield; Traulsen; and True Foodservice
Marine	Ship Repair and Construction	Alabama Shipbuilding & Drydock; Bender Shipbuilding & Repair; Bollinger, Lockport & Larose; Fraser Shipyards; Friede Goldman Halter; and Port Weller Drydocks

For additional information regarding our competition, see "Manitowoc at a Glance" on pages 6-7 of the 2002 Annual Report, which is incorporated herein by reference.

Engineering, Research and Development

Our extensive engineering, research and development capabilities have been key drivers of our success. We engage in research and development activities at all of our significant manufacturing facilities. We have a staff of engineers and technicians on three continents who are responsible for improving existing products and developing new products. Manitowoc incurred research and development expenditures of $9.7 million in 2002, $7.9 million in 2001 and $6.4 million in 2000. The increase in Manitowoc's research

and development expenditures is the result of the Grove and Potain acquisition and increased product development in the Foodservice and Cranes segments.

Our team of engineers focuses on developing innovative, high performance, low maintenance products that are intended to create significant brand loyalty among customers. Design engineers work closely with our manufacturing and marketing staff, enabling us to identify quickly changing end-user requirements, implement new technologies and effectively introduce product innovations. Close, carefully managed relationships with dealers, distributors and end users help us identify their needs, not only for products, but for the service and support that is critical to their profitable operation. As part of our ongoing commitment to provide superior products, we intend to continue our efforts to design products that meet evolving customer demands and reduce the period from product conception to product introduction.
Employee Relations
The company employs approximately 7,800 persons and has labor agreements with 18 union locals in North America. In addition, a large majority of Potain's and Grove's European employees belong to European trade unions. There was a work stoppage during 2002 at our Bay Shipbuilding facility for 5 days during February 2002 by the local boilermakers, electrical workers, pipefitters and carpenters unions. In addition, during 2003 there was a work stoppage at our Marinette Marine facility beginning January 21, 2003, which lasted 44 days, by the local boilermakers union. See the Form 8-K dated March 25, 2003, which is incorporated by reference into this Form 10-K, which discusses the impact of this work stoppage on the first quarter of 2003. In 2003, a total of five additional collective bargaining contracts expire at Toledo Shiprepair Company, Manitowoc Cranes and Kolpak in River Falls, Wisconsin.

Web Site

Please visit our web site at www.Manitowoc.com for more information about us or to review our most recent SEC filings.

Geographic Areas
The information required by this item is incorporated by reference from Note 18. "Business Segments" to the Consolidated Financial Statements on pages 59-60 of the 2002 Annual Report.

Item 2.  PROPERTIES OWNED
The following table outlines the principal facilities we own or lease as of December 31, 2002:

Facility Location	Type of Facility	Approximate Square Footage	Owned/Leased
Cranes and Related Products
Europe/Asia
Wilhelmshaven, Germany	Manufacturing/Office and Storage	410,000	Owned/Leased
Moulins, France	Manufacturing/Office	355,000	Owned
Dilligen, Germany	Manufacturing/Office	331,000	Leased
Charlieu, France	Manufacturing	323,000	Owned/Leased
Zhangjiagang, China	Manufacturing	245,500	Leased
Walldorf, Germany	Office	184,000	Leased
Noe Pereira, Portugal	Manufacturing	183,000	Leased
La Clayette, France	Manufacturing	130,000	Leased
Charlolles, France	Manufacturing	123,000	Leased
Antwerp, Belgium	Warehouse/Machine and Parts Storage	107,600	Leased
Niella, Italy	Manufacturing	105,500	Owned
Tonneins, France	Manufacturing/Office and Storage	101,900	Owned/Leased
Ecully, France	Office	85,000	Owned
Sestra, Portugal	Office	84,000	Owned
Langenfeld, Germany	Office/Storage and Field Testing	80,300	Leased
Osney, France	Office/Storage/Repair	43,000	Owned
Arneburg, Germany	Manufacturing	73,000	Owned
Kronau, Germany	Manufacturing	55,000	Leased
Decines, France	Logistics	47,500	Leased
La Clayette, France	Manufacturing	31,000	Owned
Vaux-en-Velin, France	Office/Workshop	17,000	Owned
Naia, Portugal	Manufacturing	17,000	Owned
Vitrolles, France	Office	16,000	Owned
Sunderland, United Kingdom	Office/Storage	14,000	Leased
Lusigny, France	Crane Testing Site	10,000	Owned
Baudemont, France	Office	8,000	Owned
Singapore	Office	7,000	Leased
Lisbonne, Portugal	Office	6,500	Owned
United States
Shady Grove, Pennsylvania	Manufacturing/Office	1,165,600	Owned
Waverly, Nebraska	Manufacturing/Office	303,800	Owned
Manitowoc, Wisconsin	Manufacturing/Office	278,000	Owned
Punxsutawney, Pennsylvania	Manufacturing/Office	67,000	Leased
Quincy, Pennsylvania	Manufacturing	40,100	Owned
Pompano Beach, Florida	Manufacturing	23,000	Leased
Bauxite, Arkansas	Manufacturing/Office	22,000	Owned
Foodservice Equipment
Europe/Asia
Hangzhou, China	Manufacturing/Office	80,000	Owned
Milan, Italy	Manufacturing	20,000	Owned/Leased
Frankfurt, Germany	Manufacturing/Office	15,000	Owned
United States
Manitowoc, Wisconsin	Manufacturing	376,000	Owned
Parsons, Tennessee(1)	Manufacturing	214,000	Owned
Sparks, Nevada	Manufacturing	150,000	Leased
Sellersburg, Indiana	Manufacturing/Office	140,000	Owned
River Falls, Wisconsin	Manufacturing	133,000	Owned
St. Louis, Missouri	Manufacturing/Office	105,000	Leased
La Mirada, California	Manufacturing/Office	77,000	Leased
Selmer, Tennessee	Manufacturing	72,000	Owned
Aberdeen, Maryland	Manufacturing/Office	67,000	Owned
Marine
Marinette, Wisconsin	Shipyard	450,000	Owned
Sturgeon Bay, Wisconsin	Shipyard	220,000	Owned/Leased
Toledo, Ohio	Shipyard	60,000	Leased
Cleveland, Ohio	Marine Repair and Storage	8,000	Leased
Corporate
Manitowoc, Wisconsin	Office	34,000	Owned

(1)   There are three separate locations within Parsons, Tennessee.

In addition, we lease sales office and warehouse space for our Crane segment in Begles, France; Lille, France; Nantes, France; Rouen, France; Toulouse, France; Munich, Germany; Budapest, Hungary; Warsaw, Poland; and the Czech Republic. Within the United States we lease office and warehouse space for our Foodservice segment in Franklin, Tennessee; Danbury, Connecticut; Roanoke, Virginia; East Granby, Connecticut; Lithonia, Georgia; Orlando, Florida; Irwindale, California; Dallas, Texas; Buena Park, California; Holland, Ohio; Lombard, Illinois; Decaturville, Tennessee; Reno, Nevada; Selmer, Tennessee and . We also own sales offices and warehouse facilities for our Crane segment in Northhampton, England and Dole, France.

See Note 17 "Leases" to the Consolidated Financial Statements on page 59 of the 2002 Annual Report for additional information regarding leases.


Item 3.  LEGAL PROCEEDINGS
The information required by this item is incorporated by reference from "Management's Discussion and Analysis of Results of Operations and Financial Condition" and Note 13. "Contingencies and Significant Estimates" to the Consolidated Financial Statements on pages 24-36 and 55-56, respectively, of the 2002 Annual Report.
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders for a vote during the fourth quarter of the Company's fiscal year ended December 31, 2002.

Executive Officers of the Registrant
Each of the following officers of the company has been elected to a one-year term by the Board of Directors. The information presented is as of February 26, 2003.

Name	Age	Position With The Registrant	Principal Position Held Since
Terry D. Growcock	57	Chairman & CEO	1998
Timothy M. Wood	55	Vice President & CFO	2002
Thomas G. Musial	51	Senior Vice President of Human Resources and Administration	2000
Maurice D. Jones	43	Vice President, General Counsel and Secretary	1999
Carl J. Laurino	41	Treasurer	2001
Glen E. Tellock	41	Senior Vice President	2002
Timothy J. Kraus	49	Vice President	2000
Dennis E. McCloskey	60	Vice President	2002

Terry D. Growcock, 57, Mr. Growcock was named chairman of the board and chief executive officer in October 2002. He served as president and chief executive officer since 1998. He has also been a director since 1998. From 1996 to 1998, he was president and general manager of Manitowoc Ice, and from 1994 to 1996 he was executive vice president of Manitowoc Equipment Works. Prior to joining Manitowoc Mr. Growcock served in numerous management and executive positions with Siebe plc and United Technologies.

Timothy M. Wood, 55, Mr. Wood became vice president and chief financial officer in October 2002. Previously, he was senior vice president and chief financial officer of Redem Technologies since May 2000. Prior to this Mr. Wood served in positions of increasing responsibility at Borg Warner Corporation over a 23-year period. Most recently, he was vice president-chief financial officer of Burns International Services (formerly Borg Warner Security Corporation), a public company in the security industry.

Thomas G. Musial, 51, senior vice president of human resources and administration since 2000. Previously, vice president of human resources and administration (1995), manager of human resources (1987), and personnel/industrial relations specialist (1976).

Maurice D. Jones, 43, general counsel and secretary since 1999 and as a vice president since 2002. Prior to joining Manitowoc, Mr. Jones was a partner in the law firm of Davis and Kuelthau, S.C., and served as legal counsel for Banta Corporation.

Carl J. Laurino, 41, Mr. Laurino joined the corporate staff in January 2000 as assistant treasurer and served in that capacity until his promotion to treasurer in May 2001. Previously, Mr. Laurino spent 15 years in the commercial banking industry with Firstar Bank (n/k/a US Bank), Norwest Bank, and Associated Bank. During that period, Mr. Laurino held numerous positions of increasing responsibility including commercial loan credit analyst with Associated Bank, commercial loan officer with Norwest Bank, and vice president and commercial banking manager with US Bank.

Glen E. Tellock, 41, senior vice president and president and general manager of Manitowoc Crane Group since 2002.

Previously, senior vice president and chief financial officer (1999), vice president of finance and treasurer (1998), corporate controller (1992) and director of accounting (1991). Prior to joining Manitowoc, Mr. Tellock served as financial planning manager with the Denver Post Corporation, and as audit manager for Ernst & Whinney.

Timothy J. Kraus, 49, vice president and president and general manager of Manitowoc Foodservice Group since 2000. Previously, general manager of Manitowoc's Ice/Beverage Group (1999), executive vice president and general manager of Manitowoc Ice (1998), vice president of sales and marketing (1995), and national sales manager (1989). Prior to joining Manitowoc, Mr. Kraus was president of Universal Nolin.

Dennis E. McCloskey, 60, vice president and president and general manager of Manitowoc Marine Group since 2003. Previously, vice president and general manager of Marinette Marine Corporation (2002), and vice president of business development for Manitowoc Foodservice Group (2001). Prior to joining Manitowoc, Mr. McCloskey was a group vice president at Tecumseh Products Company and group vice president of refrigeration and air conditioning at Frigidaire Company.

PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from "Six-Year Financial Summary," "Quarterly Common Stock Price Range," "Supplemental Quarterly Financial Information (unaudited)," and "Investor Information," on pages 38-39, 37, and the inside back cover, respectively, of the 2002 Annual Report.
Item 6.  SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference from "Six-Year Financial Summary" on pages 38-39 of the 2002 Annual Report.
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
The information required by this item is incorporated by reference from "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 24-36 of the 2002 Annual Report.
Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference from "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 24-36 of the 2002 Annual Report.
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are incorporated by reference from pages 40-69 of the 2002 Annual Report. Supplementary financial information is incorporated by reference from "Supplemental Quarterly Financial Information" on page 37 of the 2002 Annual Report.


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference from the sections of the 2003 Proxy Statement captioned "Section 16(a) Beneficial Ownership Reporting Compliance," "Audit Committee" and "Election of Directors." See also "Executive Officers of the Registrant" in Part I hereof, which is incorporated herein by reference.

The company has adopted a code of ethics that applies to the company's principal executive officer, principal financial officer, and controller. This code of ethics is a part of the company's Global Ethics Policy and other policies relating to business conduct which can be viewed at the company's website: www.Manitowoc.com.

Item 11.  EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the sections of the 2003 Proxy Statement captioned "Compensation of Directors," "Executive Compensation," "Report of the Compensation and Benefits Committee on Executive Compensation," and "Contingent Employment Agreements."
Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT
The information required by this item is incorporated by reference from the section of the 2003 Proxy Statement captioned "Ownership of Securities" and the subsection captioned "Equity Compensation Plans."
Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

Item 14. CONTROLS AND PROCEDURES

We maintain a system of internal controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Based on their evaluation, as of a date within 90 days of the filing date of this Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                 ON FORM 8-K

(a) Documents filed as part of this Report.

     (1)  Financial Statements:

            The following Consolidated Financial Statements are filed as part of this report under Item 8, "Financial Statements
               and Supplementary Data."

            Report of Independent Public Accountants on years ended December 31, 2002, 2001, and 2000 Financial Statements.

            Consolidated Statements of Earnings for the years ended December 31, 2002, 2001, and 2000.

            Consolidated Balance Sheets as of December 31, 2002 and 2001.

            Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000.

            Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for the years ended December 31,
              2002, 2001 and 2000.

            Notes to Consolidated Financial Statements.

     (2) Financial Statement Schedules:

            Financial Statement Schedules for the years ended December 31, 2002, 2001, and 2000

Schedule	Description	Filed Herewith
II	Valuation and Qualifying Accounts	X
	Report of Independent Accountants on years ended December 31, 2002, 2001, and 2000 Financial Statement Schedule	X

All other financial statement schedules not listed have been omitted since the required information is included in the
               consolidated financial statements or the notes thereto, or is not applicable or required under rules of Regulation S-X.

(b) Reports on Form 8-K: The company filed the following Current Reports on Form 8-K:

• On October 8, 2002, to announce preliminary third quarter results.
• On October 29, 2002, to announce Timothy M. Wood as its new vice president and chief financial officer.

(c) Exhibits:

        See Index to Exhibits immediately following the signature page of this report, which is incorporated herein by reference.

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of
The Manitowoc Company, Inc. and Subsidiaries

Our audits of the consolidated financial statements referred to in our report dated February 4, 2003, except as to Note 21 for which the date is February 14, 2003, appearing on page 69 in the 2002 Annual Report of The Manitowoc Company, Inc. and Subsidiaries (which report and consolidated financial statements are incorporated by reference in this Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.



PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 4, 2003

THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES

Schedule II: Valuation and Qualifying Accounts
For The Years Ended December 31, 2000, 2001, and 2002

Description		Balance at Beginning of        Year		Acquisitions of Businesses		Charged to Costs and   Expenses		Deductions (1)			Balance at End of Year
Year Ended December 31, 2000:
Allowance for doubtful accounts	$	1,803,001	$	323,000	$	1,796,982	$	(886,273	)	$	3,036,710
Inventory obsolesence reserve	$	5,727,067	$	270,819	$	3,918,156	$	(601,302	)	$	9,314,740
Deferred tax asset valuation allowance	$	--	$	--	$	--	$	--		$	--
Year Ended December 31, 2001:
Allowance for doubtful accounts	$	3,036,710	$	6,432,983	$	1,796,982	$	(358,883	)	$	8,295,422
Inventory obsolesence reserve	$	9,314,740	$	8,775,354	$	(1,063,551)	$	(2,065,513	)	$	14,961,03
Deferred tax asset valuation allowance	$	--	$	3,951,000	$	--	$	--		$	3,951,000
Year Ended December 31, 2002:
Allowance for doubtful accounts	$	8,295,422	$	17,424,000	$	19,516,188	$	(2,281,420	)	$	42,954,191
Inventory obsolesence reserve	$	14,961,030	$	21,249,107	$	15,085,969	$	(7,562,402	)	$	43,733,700
Deferred tax asset valuation allowance	$	3,951,000	$	3,951,000	$	--	$	--		$	3,951,000

(1) Deductions represent inventories and bad debts written - off, net of recoveries.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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:
Dated: March 31, 2003

THE MANITOWOC COMPANY, INC.

(Registrant)

/s/  Terry D. Growcock                

Terry D. Growcock

Chairman and Chief Executive
Officer

/s/  Timothy M. Wood                 

Timothy M. Wood

Vice President and Chief Financial
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons constituting a majority of the Board of Directors on behalf of the registrant and in the capacities and on the dates indicated:

/s/  Terry D. Growcock	March 31, 2003
Terry D. Growcock, Chairman & CEO, Director
/s/ Timothy M. Wood	March 31, 2003
Timothy M. Wood, Vice President & CFO
/s/ Gilbert F. Rankin   Jr.	March 31, 2003
Gilbert F. Rankin, Jr., Director
/s/ Keith D. Nosbusch	March 31, 2003
Keith D. Nosbusch, Director
/s/ Dean H. Anderson	March 31, 2003
Dean H. Anderson, Director
/s/ Robert S. Throop	March 31, 2003
Robert S. Throop, Director
/s/ Robert C. Stift	March 31, 2003
Robert C. Stift, Director
/s/ James L. Packard	March 31, 2003
James L. Packard, Director
/s/ Daniel W. Duval	March 31, 2003
Daniel W. Duval, Director
/s/ Virgis W. Colbert	March 31, 2003
Virgis W. Colbert, Director

CERTIFICATIONS

Certification of Principal Executive Officer

I, Terry D. Growcock, certify that:

1. I have reviewed this annual report on Form 10-K of The Manitowoc Company, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

1. Designed such disclosure controls and procedures 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 annual report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
3. Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

1. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknessesin internal controls; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

/s/ Terry D. Growcock
Terry D. Growcock
Chairman and Chief Executive Officer - Principal
Executive Officer

Certification of Principal Financial Officer

I, Timothy M. Wood, certify that:

1. I have reviewed this annual report on Form 10-K of The Manitowoc Company, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

1. Designed such disclosure controls and procedures 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 annual report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
3. Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

1. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknessesin internal controls; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 31, 2003

/s/ Timothy M. Wood
Timothy M. Wood
Vice President and Chief Financial Officer

THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2002
INDEX TO EXHIBITS

Exhibit No.	Description	Filed Herewith
3.1	Amended and Restated Articles of Incorporation, as amended on November 5, 1984 (filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1985 and incorporated herein by reference).
3.2	Restated By-Laws (as amended through May 22, 1995) including amendment to Article II changing the date of the annual meeting (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference).
4.1	Rights Agreement dated August 5, 1996 between the Registrant and First Chicago Trust Company of New York (filed as Exhibit 4 to the Company's current Report on Form 8-K filed on August 5, 1996 and incorporated herein by reference).
4.4	Articles III, V, and VIII of the Amended and Restated Articles of Incorporation (see Exhibit 3.1 above).
4.5	Credit Agreement dated as of May 9, 2001, among The Manitowoc Company, Inc., the lenders party thereto, and Bankers Trust Company, as Agent (filed as Exhibit 4.1 to the Company's Report on Form 8-K dated as of May 9, 2001 and incorporated herein by reference).
4.6	Amendment No. 1 to the Credit Agreement dated as of May 9, 2001	X
4.7	Amendment No. 2 to the Credit Agreement dated as of May 9, 2001	X
10.1(a)**	The Manitowoc Company, Inc. Deferred Compensation Plan effective August 20, 1993 (the "Deferred Compensation Plan") (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed June 23, 1993 (Registration No. 33-65316) and incorporated herein by reference).
10.1(b)**	Amendment to Deferred Compensation Plan adopted by the Board of Directors on February 18, 1997.
10.2**	The Manitowoc Company, Inc. Management Incentive Compensation Plan (Economic Value Added (EVA) Bonus Plan) effective July 4, 1993, as amended.	X
10.3(a)**	Form of Contingent Employment Agreement between the Company and the following executive officers of the Company: Terry D. Growcock, Maurice D. Jones, Thomas G. Musial, Glen E. Tellock and Timothy M. Wood (filed as Exhibit 10(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference).
10.3(b)**	Form of Contingent Employment Agreement between the Company and the following executive officers of the Company and certain other employees of the company: Dennis E. McCloskey and Timothy J. Kraus (filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference).
10.4 **	Form of Indemnity Agreement between the Company and each of the directors, executive officers and certain other employees of the Company (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1989 and incorporated herein by reference).
10.5 **	Supplemental Retirement Agreement between Fred M. Butler and the Company dated March 15, 1993 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended July 3, 1993 and incorporated herein by reference).
10.6(a)**	Supplemental Retirement Agreement between Robert K. Silva and the Company dated January 2, 1995 (filed as Exhibit 10 to the Company's Report on Form 10-Q for the transition period ended December 31, 1994 and incorporated herein by reference).
10.6(b)**	Restatement to clarify Mr. Silva's Supplemental Retirement Agreement dated March 31, 1997.
10.6(c)**	Supplemental Retirement Agreement between Terry D. Growcock, Glen E. Tellock, Tom G. Musial and Timothy J. Kraus and the Company dated May 2000 (filed as Exhibit 10(c) to the company's Annual Report on Form 10-K dated December 31,2000 and incorporated herein by reference).
10.7(a)*	The Manitowoc Company, Inc. 1995 Stock Plan, as amended	X
10.7(b)	The Manitowoc Company, Inc. 1999 Non-Employee Director Stock Option Plan, as amended	X
10.7(c)	The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan (as described in the 2003 proxy statement)	X
10.7(d)	Grove Investors, Inc. 2001 Stock Inventive Plan (filed as Exhibit 99.1 to the company's Registration Statement on Form S-8, filed on September 13, 2002 (Registration No. 333-99513) and incorporated herein by reference)
11	Statement regarding computation of basic and diluted earnings per share (see Note 10 to the 2002 Consolidated Financial Statements included herein).	X
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges	X
13	Portions of the 2002 Annual Report to Stockholders of The Manitowoc Company, Inc. incorporated by reference into this Report on Form 10-K.	X
21	Subsidiaries of The Manitowoc Company, Inc.	X
23.1	Consent of PricewaterhouseCoopers LLP, the Company's Independent Accountants.	X
99.1	Certification of CEO pursuant to 18 U.S.C. Section 1350	X
99.2	Certification of CFO pursuant to 18 U.S.C. Section 1350	X
99.3	Press release which discusses the impact of the work stoppage at Marinette Marine Corporation (filed as Exhibit 99.1 to the Company's Report on Form 8-K dated as of March 25, 2003 and incorporated herein by reference).

*     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.

**     Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to Item 15(c) of Form 10-K.

EX-4.6

Exhibit 4.6

FIRST AMENDMENT AND CONSENT

FIRST AMENDMENT AND CONSENT (this "Amendment"), dated as of April 29, 2002, among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the "Borrower"), the lending institutions from time to time party to the Credit Agreement referred to below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of May 9, 2001 (as amended, modified and/or supplemented to, but not including, the date hereof, the "Credit Agreement");

WHEREAS, the Borrower desires to acquire (the "Grove Acquisition"), through Giraffe Acquisition, Inc., a Wholly-Owned Domestic Subsidiary of the Borrower organized under the laws of Delaware ("Giraffe Merger Sub"), all of the capital stock of Grove Investors, Inc., a Delaware corporation ("Grove"), by way of a one-step merger of Giraffe Merger Sub with and into Grove, pursuant to, and in accordance with the terms of, that certain Agreement and Plan of Merger, dated as of March 18, 2002, among the Borrower, Giraffe Merger Sub and Grove (including the schedules and exhibits thereto) (as amended, modified and/or supplemented to the date hereof (and without giving effect to any subsequent amendment, modification or waiver thereto without the consent of the Administrative Agent, the "Grove Acquisition Agreement");

WHEREAS, the Grove Acquisition, after giving effect to the First Amendment Acquisition Effective Date (as defined below), will constitute a Permitted Acquisition effected in accordance with the requirements of the Credit Agreement as amended by this Amendment (after giving effect to the First Amendment Acquisition Effective Date);

WHEREAS, the Borrower has requested certain amendments and consents to the Credit Agreement in connection with the Grove Acquisition and the financing thereof as described below; and

WHEREAS, subject to the terms and conditions of this Amendment, the Lenders wish to grant certain consents to the Credit Agreement and the parties hereto wish to amend the Credit Agreement, in each case as herein provided;

NOW, THEREFORE, it is agreed:

1. Amendments and Consents to Credit Agreement.
1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Lenders hereby acknowledge and agree that the Grove Acquisition may be effected as a Permitted Acquisition under the Credit Agreement (as amended after giving effect to the First Amendment Acquisition Effective Date) (and will thereupon constitute a "Permitted Acquisition" for all purposes of the Credit Agreement, except as provided in Section 2 below), so long as:
1. the sole consideration payable in respect of the Grove Acquisition (exclusive of transaction fees and expenses) shall consist of (I) shares of non-redeemable common stock of the Borrower, par value $.01 per share, with an equity value of approximately $71,500,000 issued in accordance with the requirements of Section 4.1(a) of the Grove Acquisition Agreement (the "Grove Equity Issuance"), (II) the assumption (and subsequent refinancing as provided below) of the Grove Indebtedness To Be Refinanced (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date) in an aggregate principal amount equal to approximately $199,300,000 and (III) the assumption of Grove Acquired Indebtedness (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date) in an aggregate principal amount not to exceed $20,000,000;
2. except for the deviation from the aggregate consideration requirements for Permitted Acquisitions consummated in any fiscal year of the Borrower as set forth in clause (vi) of Section 8.14(a) of the Credit Agreement, the Grove Acquisition shall otherwise be effected as a Permitted Acquisition in accordance with all applicable terms of (and meet all applicable requirements for a Permitted Acquisition under) the Credit Agreement (including, without limitation, Sections 8.12, 8.14 and 9.17 thereof and the delivery of the officer's certificate required by Section 8.14(a)(viii) thereof);
3. the Grove Acquisition shall have been consummated on or prior to September 30, 2002;
4. on the First Amendment Acquisition Effective Date, (x) the Borrower shall have received gross cash proceeds of at least $175,000,000 from the issuance by it of a like principal amount of New Senior Subordinated Notes (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date), the proceeds of which are used to finance, in part, the repayment of the Grove Indebtedness to be Refinanced, (y) the Grove Equity Issuance shall have occurred and (z) the Grove Acquisition shall have been consummated in accordance with the terms of the Grove Acquisition Agreement and this Amendment;
5. on the First Amendment Acquisition Effective Date, (x) the total commitments in respect of the Grove Indebtedness To Be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated (or supported by Letters of Credit issued under the Credit Agreement on terms satisfactory to the Administrative Agent) and all other amounts (including premiums) owing pursuant to the Grove Indebtedness To Be Refinanced shall have been repaid in full and all documents in respect of the Grove Indebtedness To Be Refinanced and all guarantees and security with respect thereto shall have been terminated (except as to indemnification and expense reimbursement provisions, which may survive to the extent provided therein) and be of no further force and effect, and (y) the Administrative Agent shall have received evidence, in form and substance reasonably satisfa ctory to it, that the Grove Refinancing (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date) has occurred;
6. on the First Amendment Acquisition Effective Date, (I) the creditors in respect of the Grove Indebtedness To Be Refinanced shall have terminated and released all security interests and Liens (if any) on the assets owned by the Grove Acquired Entities (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date), (II) the Administrative Agent shall have received such releases of security interests in and Liens on the capital stock of, and the assets owned by, the Grove Acquired Entities as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent, and (III) without limiting the foregoing, there shall have been delivered (A) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC (or foreign equivalent) of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was fi led with respect to the Grove Acquired Entities in connection with the security interests created with respect to the Grove Indebtedness To Be Refinanced and the documentation related thereto, (B) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Grove Acquired Entities on which filings have been made, (C) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Grove Acquired Entities, in each case, to secure the obligations in respect of the Grove Indebtedness To Be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and (D) all collateral owned by the Grove Acquired Entities in the possession of any of the creditors in respect of the Grove Indebtedness To Be Refinanced or any collateral agent or trustee under any related security document shall have been returned to the appropriate Grove A cquired Entity (all of which deliveries pursuant to this sentence may be delivered to the Administrative Agent in escrow pending the occurrence of the First Amendment Acquisition Effective Date);
7. on the First Amendment Acquisition Effective Date, (I) all Grove Transaction Documents (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date) shall have been duly executed and delivered by the parties thereto and shall be in full force and effect, (II) there shall have been delivered to the Administrative Agent true and correct copies of the Grove Transaction Documents, certified as such by an officer of the Borrower, (III) each of the conditions precedent to the consummation of the Grove Transaction (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date) as set forth in the Grove Transaction Documents shall have been satisfied (and not waived, unless consented to by the Administrative Agent) to the reasonable satisfaction of the Administrative Agent, (IV) the representations and warranties set forth in the Grove Transaction Documents shall be true and correct in all material respects , and (V) the Grove Transaction shall have been consummated in accordance with all applicable laws and the Grove Transaction Documents (without giving effect to any amendment or modification thereof or waiver with respect thereto, unless consented to by the Administrative Agent);
8. on or prior to the First Amendment Acquisition Effective Date, all necessary governmental (domestic and foreign), shareholder and third party approvals and/or consents in connection with the Grove Transaction and the transactions contemplated by the Grove Transaction Documents and this Amendment and otherwise referred to therein or herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes, in the judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Grove Transaction and the other transactions contemplated by this Amendment;
9. on the First Amendment Acquisition Effective Date, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the consummation of the Grove Transaction or the other transactions contemplated by this Amendment;
10. on the First Amendment Acquisition Effective Date, after giving effect to the Grove Transaction, nothing shall have occurred since December 31, 2001 (and neither the Lenders nor the Administrative Agent shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, (x) a Material Adverse Effect or (y) a materially adverse effect on (I) the Grove Transaction or (II) the business, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Grove Acquired Entities taken as a whole;
11. on the First Amendment Acquisition Effective Date, no actions, suits or proceedings by any entity (private or governmental) shall be pending or threatened (a) with respect to the Grove Transaction, the Credit Agreement or any Grove Transaction Document or (b) which the Administrative Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, (x) a Material Adverse Effect or (y) a materially adverse effect on (I) the Grove Transaction or (II) the business, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Grove Acquired Entities taken as a whole;
12. on the First Amendment Acquisition Effective Date, the Administrative Agent shall have received from each U.S. Grove Acquired Entity (as defined in the Credit Agreement after giving effect to the First Amendment Acquisition Effective Date) a certificate, dated the First Amendment Acquisition Effective Date, signed by the president or any vice president of such Person, and attested to by the secretary or any assistant secretary of such Person, substantially in the form of Exhibit H to the Credit Agreement with appropriate insertions, together with copies of the Certificate of Incorporation, By-Laws, operating agreement or other equivalent organizational documents of such Person and the resolutions of such Person relating to the Grove Transaction and the other transactions contemplated by this Amendment referred to herein, and the foregoing shall be reasonably satisfactory to the Administrative Agent;
13. on the First Amendment Acquisition Effective Date, the Administrative Agent shall have received from Foley & Lardner, special counsel to the Credit Parties, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the First Amendment Acquisition Effective Date in form and substance reasonably satisfactory to the Administrative Agent, and covering such matters incident to this Amendment and the transactions contemplated herein as the Administrative Agent may reasonably request (including an opinion as to the perfection of security interests in the assets of the U.S. Grove Acquired Entities granted pursuant to the Security Documents and a no conflicts opinion as to the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents);
14. on the First Amendment Acquisition Effective Date, the Borrower shall have delivered to the Administrative Agent a certificate of the Borrower's chief financial officer demonstrating, in reasonable detail, compliance with the proviso of Section 4.03 of the Senior Subordinated Note Indenture;
15. on the First Amendment Acquisition Effective Date, the Administrative Agent shall have received evidence of insurance complying with the requirements of Section 8.03 of the Credit Agreement for the business and properties of the Borrower, the Grove Acquired Entities and their respective Subsidiaries, in scope, form and substance reasonably satisfactory to the Administrative Agent and naming the Collateral Agent as an additional insured and/or loss payee, and stating that such insurance shall not be cancelled or materially revised without 30 days prior written notice by the insurer to the Collateral Agent;
16. on the First Amendment Acquisition Effective Date, the Borrower and the other Credit Parties (including each U.S. Grove Acquired Entity) shall have complied with the provisions of Sections 8.14(b) and (c) of the Credit Agreement; and
17. the Credit Parties (including each U.S. Grove Acquired Entity) shall have furnished to the Administrative Agent such updates to the schedules to the Pledge Agreement and the Security Agreement as are necessary to give effect to all changes to the original such schedules which occurred after the Initial Borrowing Date through and including the First Amendment Acquisition Effective Date (and after giving effect to the Grove Acquisition).
2. Notwithstanding anything to the contrary contained in the Credit Agreement or in Section 1 of Part I of this Amendment, the parties hereto hereby acknowledge and agree that the Grove Acquisition shall not constitute a "Permitted Acquisition" for purposes of (i) the definition of "Permitted Acquisition Basket Amount", (ii) determining compliance with the aggregate consideration requirements for future Permitted Acquisitions set forth in clause (vi) of Section 8.14(a) of the Credit Agreement, (iii) Section 9.01(xiv) of the Credit Agreement, (iv) Section 9.04(viii) of the Credit Agreement, (v) the last sentence of Section 9.09 of the Credit Agreement or (vi) the last sentence of Section 9.10 of the Credit Agreement.
3. Section 1.14(a) of the Credit Agreement is hereby amended by (i) inserting the text "and the New Senior Subordinated Note Indenture" immediately after the text "in accordance with, the Senior Subordinated Note Indenture" appearing in said Section, (ii) inserting the text "and the New Senior Subordinated Note Indenture" immediately after the text "will not violate the provisions of, the Senior Subordinated Note Indenture" appearing in said Section, (iii) inserting the text "or the New Senior Subordinated Note Indenture" immediately after the text "4.03 of the Senior Subordinated Note Indenture" appearing in said Section and (iv) inserting the text "and the New Senior Subordinated Note Indenture" immediately after the text "set forth in the Senior Subordinated Note Indenture" appearing in said Section.
4. Section 1.15(a) of the Credit Agreement is hereby amended by (i) inserting the text "and the New Senior Subordinated Note Indenture" immediately after the text "in accordance with, the Senior Subordinated Note Indenture" appearing in said Section, (ii) inserting the text "and the New Senior Subordinated Note Indenture" immediately after the text "will not violate the provisions of, the Senior Subordinated Note Indenture" appearing in said Section, (iii) inserting the text "or the New Senior Subordinated Note Indenture" immediately after the text "4.03 of the Senior Subordinated Note Indenture" appearing in said Section and (iv) inserting the text "and the New Senior Subordinated Note Indenture" immediately after the text "set forth in the Senior Subordinated Note Indenture" appearing in said Section.
5. Section 4.02(d) of the Credit Agreement is hereby amended by (i) inserting the text "(x)" immediately following the text "(other than" appearing in said Section and (ii) inserting the text "and (y) Indebtedness for borrowed money evidenced by the New Senior Subordinated Notes incurred under Section 9.04(v)(y) in an aggregate principal amount not to exceed $200,000,000" immediately after the text "Effective Date" appearing in said Section.
6. Section 4.02(f) of the Credit Agreement is hereby amended by deleting the text "50%" appearing in said Section and inserting the text "the Applicable Excess Cash Flow Percentage" in lieu thereof.
7. Section 4.02(i) of the Credit Agreement is hereby amended by deleting the text "six calendar months" appearing in said Section and inserting the text "twelve calendar months" in lieu thereof.
8. Section 5.13 of the Credit Agreement is hereby amended by inserting the text "(as in effect prior to the First Amendment Acquisition Effective Date)" immediately after the text "Sections 7.05(a)" appearing in said Section.
9. Section 7.05(a) of the Credit Agreement is hereby amended by (i) inserting the text "(I)" immediately after the text "(a)" appearing in said Section and (ii) inserting the following new clause (II) at the end of said Section:

"(II) (i) (A) The audited consolidated balance sheets of Grove for its fiscal years ended on September 30, 2000 and September 29, 2001 and the related audited consolidated statements of operations, comprehensive income (loss), predecessor equity (deficit) and cash flows of Grove for its fiscal years ended on September 30, 2000 and September 31, 2001 and (B) the unaudited consolidated balance sheet of Grove for its fiscal quarter ended on March 31, 2002 (and, if the Grove Acquisition shall not have been consummated on or prior to August 15, 2002, its fiscal quarter ended on June 30, 2002) and the related unaudited consolidated statements of operations, comprehensive income (loss), predecessor equity (deficit) and cash flows of Grove for the six-month (and, if applicable, nine-month) period(s) then ended, copies of which have been furnished to the Lenders prior to the First Amendment Acquisition Effective Date, present fairly in all material respects the consolidated financial pos ition of Grove at the date of such balance sheets and the consolidated results of operations and cash flows of Grove for the respective periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments and the absence of footnotes. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except as otherwise noted therein.

(ii) The pro forma consolidated balance sheet of the Borrower as of March 31, 2002 (or, if the Grove Acquisition shall not have been consummated on or prior to August 15, 2002, June 30, 2002) (after giving effect to the Grove Transaction and the financing therefor) and the related pro forma consolidated statements of income, cash flows and shareholders equity of the Borrower for the twelve-month period ended on March 31, 2002 (or, if the Grove Acquisition shall not have been consummated on or prior to August 15, 2002, June 30, 2002) (after giving effect to the Grove Transaction and the financing therefor), copies of which have been furnished to the Lenders prior to the First Amendment Acquisition Effective Date, present fairly in all material respects the pro forma consolidated financial position of the Borrower as of March 31, 2002 (or June 30, 2002, as the case may be) and the pro forma consolidated results of the operations of t he Borrower for the period covered thereby. All of the foregoing pro forma financial statements have been prepared on a basis consistent with the historical financial statements of the Borrower set forth in preceding clause (i).".

10. Section 7.05(b) of the Credit Agreement is hereby amended by (i) inserting the text "and the First Amendment Acquisition Effective Date" immediately after the text "On and as of the Initial Borrowing Date" appearing in said Section, (ii) inserting the text "or the Grove Transaction, as the case may be," immediately after the text "giving effect to the Transaction" appearing in said Section and (iii) deleting the text "and the Senior Subordinated Notes" appearing in said Section and inserting the text ", the Senior Subordinated Notes and (in the event this representation is to be made on the First Amendment Acquisition Effective Date) the New Senior Subordinated Notes" in lieu thereof.
11. Section 7.05(c) of the Credit Agreement is hereby amended by inserting the following new sentences at the end thereof:

"Except as fully reflected in the financial statements described in Section 7.05(a)(II), there were as of the First Amendment Acquisition Effective Date (and after giving effect to Grove Transaction and the relating financing therefor), no liabilities or obligations with respect to Grove or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, have had, or could reasonably be expected to have, a material adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Grove and its Subsidiaries taken as a whole. As of the First Amendment Acquisition Effective Date (and after giving effect to the Grove Transaction and the financing therefor), the Borrower does not know of any basis for the assertion against it or any of its Subsidiaries of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Section 7.05(a)(II) or most recently delivered pursuant to Section 8.01 prior to such date which, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.".

12. Section 7.05 of the Credit Agreement is hereby further amended by deleting clause (e) of said Section in its entirety and inserting the following new clauses (e) and (f) in lieu thereof:

"(e) After giving effect to the Grove Transaction (but for this purpose assuming that the Grove Transaction and the related financing had occurred prior to December 31, 2001), since December 31, 2001, there has been no change in the business, operations, liabilities, assets, property or condition (financial or otherwise) of the Borrower or any of its Subsidiaries that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(f) The Updated Projections delivered to the Administrative Agent and the Lenders prior to the First Amendment Acquisition Effective Date have been prepared in good faith and are based on reasonable assumptions, and there are no statements or conclusions in the Updated Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information known to the Borrower as of the First Amendment Acquisition Effective Date regarding the matters reported therein. On the First Amendment Acquisition Effective Date, the Borrower believes that the Updated Projections are reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Updated Projections may differ from the projected results and such differences may be material.".

13. Section 7.06 of the Credit Agreement is hereby amended by deleting the text "Transaction" appearing in clause (i) of said Section and inserting the text "Transaction, the Grove Transaction" in lieu thereof.
14. Section 7.08(c) of the Credit Agreement is hereby amended by (i) inserting the text "(x)" immediately after the text "provided that" appearing in said Section and (ii) inserting the text "and (y) up to, but not more than, $40,000,000 of Revolving Loans and Swingline Loans in the aggregate may be used on the First Amendment Acquisition Effective Date to repay, in part, the Grove Indebtedness To Be Refinanced and to pay fees and expenses incurred in connection with the Grove Transaction" immediately after the text "Section 7.08" appearing in said Section.
15. Section 7.12 of the Credit Agreement is hereby amended by deleting the text "Initial Borrowing Date" appearing in said Section and inserting the text "First Amendment Acquisition Effective Date (immediately after giving effect to the Grove Transaction)" in lieu thereof.
16. Section 7.14 of the Credit Agreement is hereby amended by deleting each reference to the text "Initial Borrowing Date" appearing in said Section and inserting the text "First Amendment Acquisition Effective Date (immediately after giving effect to the Grove Transaction)" in lieu thereof.
17. Section 7.24 of the Credit Agreement is hereby amended by (i) inserting the text "(a)" immediately prior to the text "The subordination" appearing in said Section and (ii) inserting the following new clause (b) at the end of said Section:

"(b) The subordination provisions contained in the New Senior Subordinated Note Documents are enforceable against the Borrower, the Subsidiary Guarantors and the holders of the New Senior Subordinated Notes, and all Obligations hereunder and under the other Credit Documents (including without limitation, the Subsidiaries Guaranty) are within the definitions of "Senior Debt " (or "Guarantor Senior Debt" in the case of the obligations of any Subsidiary Guarantor) and "Designated Senior Debt" included in such subordination provisions.".

18. Section 7 of the Credit Agreement is hereby further amended by inserting the following new Sections 7.25 and 7.26 after Section 7.24 appearing in said Section:

"7.25 Grove Transaction.   At the time of consummation thereof, each element of the Grove Transaction shall have been consummated in all material respects in accordance with the terms of the relevant Grove Transaction Documents therefor and all applicable laws. At the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required in order to make or consummate each element of the Grove Transaction in accordance with the terms of the relevant Grove Transaction Documents and all applicable laws have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents, or imposes material adverse conditions upon the Grove Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon any element of the Grove Transaction, the occurrence of any Credit Event, or the performance by the Borrower or any of its Subsidiaries of their respective obligations under the Grove Transaction Documents and all applicable laws.

7.26 Updated Security Agreement and Pledge Agreement Schedules. The updated schedules to the Pledge Agreement and the Security Agreement furnished pursuant to Part I, Section 1(xvii) of the First Amendment are true and correct as of the date of their delivery, and accurately present all information which was originally required to be scheduled pursuant to the Pledge Agreement and Security Agreement on the Initial Borrowing Date, but modified to reflect any changes which occurred between the Initial Borrowing Date and such date of delivery.".

19. Section 8.01(g) of the Credit Agreement is hereby amended by inserting the text ", New Senior Subordinated Notes" immediately after the text "Senior Subordinated Notes" appearing in said Section.
20. Section 8 of the Credit Agreement is hereby amended by inserting the following new Section 8.18 after Section 8.17 appearing in said Section:

"8.18 Mortgages; Policies; Surveys. Within 60 days following the First Amendment Acquisition Effective Date, the Borrower shall have delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent:

(i) fully executed counterparts of Mortgages, each in form and substance reasonably satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned or leased by the U.S. Grove Acquired Entities as are designated on Schedule III as " Additional Mortgaged Properties", together with evidence that counterparts of such Mortgages have been delivered to the title insurance company insuring the Lien of such Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent desirable, to effectively create a valid and enforceable first priority mortgage lien, subject only to Permitted Liens related thereto, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors;

(ii) Mortgage Policies on each such Mortgaged Property owned by a U.S. Grove Acquired Entity issued by a reputable title insurer reasonably satisfactory to the Collateral Agent and in amounts satisfactory to the Collateral Agent and assuring the Collateral Agent that each of the Mortgages on such Mortgaged Properties is a valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Liens related thereto, which Mortgage Policies shall (w) otherwise be in form and substance reasonably satisfactory to the Collateral Agent, (x) include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may in its discretion reasonably request, (y) not include an exception for mechanics' liens or creditors' rights, and (z) provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collatera l Agent in its discretion may reasonably request; and

(iii) if requested by the Collateral Agent, recent surveys, in form and substance reasonably satisfactory to the Collateral Agent, of each Mortgaged Property owned by a U.S. Grove Acquired Entity and designated as an "Additional Surveyed Property" on Schedule III hereto.".

21. Section 9.01 of the Credit Agreement is hereby amended by (i) inserting the text "(or institutions providing financing to such customers)" immediately after the text "customers" appearing in clause (xx) of said Section, (ii) deleting the word "and" at the end of clause (xx) of said Section, (iii) redesignating clause (xxi) of said Section as clause (xxii) of said Section, (iv) deleting the amount "$2,500,000" appearing in clause (xxii) of said Section (as redesignated pursuant to preceding clause (iii)) and inserting the amount "$3,500,000" in lieu thereof, (v) inserting the following new clause (xxi) immediately following clause (xx) of said Section:

"(xxi) Liens on property or assets acquired pursuant to the Grove Acquisition in existence on the First Amendment Acquisition Effective Date which are listed, and the property subject thereto described, in Schedule XIV, but only to the respective date, if any, set forth in such Schedule XIV for the removal, replacement and termination of any such Liens, plus renewals, replacements and extensions of such Liens to the extent set forth on such Schedule XIV, provided that (x) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension and (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Borrower or any of its Subsidiaries; and",

and (vi) deleting the text "and (xiv)" appearing in the last paragraph of said Section and inserting the text ", (xiv) and (xx)" in lieu thereof.

22. Section 9.02(xvi) of the Credit Agreement is hereby amended by deleting the amount "$20,000,000" appearing in said Section and inserting the amount "$40,000,000" in lieu thereof.
23. Section 9.03 of the Credit Agreement is hereby amended by (i) deleting the word "lesser" appearing in clauses (v) and (vi) of said Section and inserting the word "least" in lieu thereof and (ii) deleting the text "and (y) that amount permitted under the Senior Subordinated Note Indenture" appearing in clauses (v) and (vi) of said Section and inserting the text ", (y) that amount permitted under the Senior Subordinated Note Indenture and (z) that amount permitted under the New Senior Subordinated Note Indenture" in lieu thereof.
24. Section 9.04 of the Credit Agreement is hereby amended by (i) deleting the amount "$10,000,000" appearing in clause (iv) of said Section and inserting the amount "$25,000,000" in lieu thereof, (ii) inserting the text "(x)" immediately after the text "Subsidiary Guarantors incurred under" appearing in clause (v) of said Section, (iii) inserting the text "and (y) the New Senior Subordinated Notes and the other New Senior Subordinated Note Documents in an aggregate principal amount not to exceed the New Senior Subordinated Note Issue Amount (less the amount of repayments of principal thereof after the First Amendment Acquisition Effective Date), so long as all Net Debt Proceeds from the issuance of New Senior Subordinated Notes in excess of $200,000,000 are applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(d), (i) and (j)" immediately prior to the semicolon at the end o f clause (v) of said Section, (iv) deleting the amount "$10,000,000" appearing in clause (viii) of said Section and inserting the amount "$20,000,000" in lieu thereof, (v) deleting the amount "$5,000,000" appearing in clause (xii) of said Section and inserting the amount "$15,000,000" in lieu thereof, (vi) deleting the amount "$15,000,000" appearing in clause (xiii) of said Section and inserting the amount "$25,000,000" in lieu thereof, (vii) deleting the text "$25,000,000" appearing in clause (xiv) of said Section and inserting the text "$45,000,000" in lieu thereof, (viii) deleting the text "and" appearing at the end of clause (xvi) of said Section, (ix) redesignating clause (xvii) of said Section as clause (xviii), (x) deleting the amount "$10,000,000" appearing in clause (xviii) of said Section (as redesignated pursuant to preceding clause (ix)) and inserting the amount "$15,000,000" in lieu ther eof and (xi) inserting the following new clause (xvii) immediately following clause (xvi) of said Section:

"(xvii) Indebtedness outstanding on the First Amendment Acquisition Effective Date and listed in Schedule XV (the "Grove Acquired Indebtedness") in an aggregate principal amount not to exceed $20,000,000, without giving effect to any subsequent extension, renewal or refinancing thereof except to the extent expressly set forth on Schedule XV; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing; and".

25. Section 9.05 of the Credit Agreement is hereby amended by (i) deleting the amount "$15,000,000" appearing in clause (ii) of said Section and inserting the amount "$25,000,000" in lieu thereof, (ii) deleting the amount "$40,000,000" appearing in clause (ix) of said Section and inserting the amount "$60,000,000" in lieu thereof, (iii) deleting the amount "$40,000,000" appearing in clause (x) of said Section and inserting the amount "$60,000,000" in lieu thereof, and (iv) deleting the amount "$20,000,000" appearing in clause (xiii) of said Section and inserting the amount "$25,000,000" in lieu thereof.
26. Section 9.07(a) of the Credit Agreement is hereby amended by (i) deleting the text "set forth below" appearing in subclause (ii) of said Section and inserting the text "ended after December 31, 2001" in lieu thereof, (ii) deleting the text "in any fiscal year of the Borrower set forth below the amount set forth opposite such fiscal year below:" appearing in said Section and inserting the text "$45,000,000 in any such fiscal year." in lieu thereof and (iii) deleting the table appearing in said Section in its entirety.
27. Section 9.08 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

Fiscal Quarter Ending	Ratio
March 31, 2002	2.50:1.00
June 30, 2002	2.50:1.00
September 30, 2002	2.75:1.00.
December 31, 2002 and thereafter	3.00:1.00

28. Effective as of the First Amendment General Effective Date (as defined below), Section 9.09 of the Credit Agreement is hereby amended by deleting the amounts "$169,700,000" and "$172,400,000" set forth opposite the dates "June 30, 2002" and "September 30, 2002", respectively, appearing in the table in said Section and inserting the amount "$158,000,000" in lieu of each such amount, it being understood, however, that upon the occurrence of the First Amendment Acquisition Effective Date, the amendment set forth in this Section 28 shall be superseded by the amendment set forth in Section 29 below.
29. Effective as of the First Amendment Acquisition Effective Date, Section 9.09 of the Credit Agreement is hereby further amended by deleting the table appearing in said Section in its entirety (as modified pursuant to preceding Section 28 hereof) and inserting the following new table in lieu thereof:

Fiscal Quarter Ending	Amount
March 31, 2002	$178,500,000
June 30, 2002	$178,500,000
September 30, 2002	$178,500,000
December 31, 2002	$190,000,000
March 31, 2003	$195,000,000
June 30, 2003	$205,000,000
September 30, 2003	$210,000,000
December 31, 2003	$215,000,000
March 31, 2004	$215,000,000
June 30, 2004	$215,000,000
September 30, 2004	$215,000,000
December 31, 2004	$250,000,000
March 31, 2005	$250,000,000
June 30, 2005	$250,000,000
September 30, 2005	$250,000,000
December 31, 2005	$260,000,000
March 31, 2006	$260,000,000
June 30, 2006	$260,000,000
September 30, 2006	$260,000,000
December 31, 2006	$270,000,000
March 31, 2007	$270,000,000.

30. Section 9.11 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

Period	Ratio
First Amendment Acquisition    Effective Date    through and including    December 30, 2002	3.95:1.00
December 31, 2002    through and including    March 30, 2003	3.75:1.00
March 31, 2003    through and including    June 29, 2003	3.50:1.00
June 30, 2003    through and including    December 30, 2003	3.25:1.00
December 31, 2003    through and including    December 30, 2004	3.00:1.00
Thereafter	2.85:1.00.

31. Section 9.12 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

Fiscal Quarter Ending	Ratio
March 31, 2002	2.00:1.00
June 30, 2002	2.00:1.00
September 30, 2002	2.10:1.00
December 31, 2002	2.25:1.00
March 31, 2003 and thereafter	2.50:1.00.

32. Section 9.13(a) of the Credit Agreement is hereby amended by (i) inserting the text "or any New Senior Subordinated Notes" immediately after the text "Senior Subordinated Notes" appearing in clause (i) of said Section, (ii) inserting the text "or any New Senior Subordinated Note Document" immediately after the text "Senior Subordinated Note Document" appearing in clause (ii) of said Section and (iii) inserting the text ", any Grove Acquisition Document" immediately after the first reference to the text "Factoring Agreement" appearing in clause (iii) of said Section.
33. Section 9.13(b) of the Credit Agreement is hereby amended by deleting the text "and the other Senior Subordinated Note Documents" appearing in said Section and inserting the text ", the other Senior Subordinated Note Documents, the New Senior Subordinated Notes and the other New Senior Subordinated Note Documents" in lieu thereof.
34. Section 9.14 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of clause (vi) of said Section, (ii) deleting the text "or (xviii)" appearing in clause (vii) of said Section and inserting the text ", (xviii) or (xxi)" in lieu thereof and (iii) inserting the following new clause (viii) immediately following clause (vii) of said Section:

"and (viii) the New Senior Subordinated Note Documents".

35. Section 9.18 of the Credit Agreement is hereby amended by deleting the amount "$25,000,000" appearing in said Section and inserting the amount "$50,000,000" in lieu thereof.
36. The definition of "Change of Control" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting the text "or the New Senior Subordinated Note Indenture" immediately before the period at the end of said definition.
37. The definition of "Consolidated Indebtedness" appearing in Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the text "and Senior Subordinated Notes" appearing in clause (I) of said definition and inserting the text ", Senior Subordinated Notes and New Senior Subordinated Notes" in lieu thereof and (ii) inserting the text "; provided that in making any determination of "Consolidated Indebtedness" pursuant to this definition, there shall be excluded therefrom any Indebtedness of the type described in clause (ii) of the definition of Indebtedness contained herein, in each case to the extent (and only to the extent) that such Indebtedness (x) is evidenced by letters of credit issued to support performance bonds of the Borrower or its Subsidiaries (but exclusive of unpaid drawings thereunder) and (y) would otherwise be included in a determination of Consolidated Indebtedness" immediately before the period at the end of said definition.
38. The definition of "Consolidated Senior Indebtedness" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "the aggregate principal amount of the Senior Subordinated Notes outstanding at such time" appearing in said definition and inserting the text "the sum of (x) the aggregate principal amount of the Senior Subordinated Notes outstanding at such time and (y) the aggregate principal amount of the New Senior Subordinated Notes outstanding at such time" in lieu thereof.
39. The definition of "Documents" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "and the Senior Subordinated Note Documents" appearing in said definition and inserting the text ", the Senior Subordinated Note Documents and the Grove Transaction Documents" in lieu thereof.
40. The definition of "L/C Supportable Obligations" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting the text "or the New Senior Subordinated Notes" immediately after the text "Senior Subordinated Notes" appearing in said definition.
41. Section 11.01 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:

"First Amendment" shall mean the First Amendment and Consent to this Agreement, dated as of April 29, 2002.

"First Amendment Acquisition Effective Date" shall have the meaning provided in the First Amendment.

"Applicable Excess Cash Flow Percentage" shall mean, with respect to any Excess Cash Payment Date, 50%; provided that, so long as no Default or Event of Default is then in existence, if on the last day of the relevant Excess Cash Payment Period, the Consolidated Total Leverage Ratio for the Test Period ended on such day (as established pursuant to the officer's certificate delivered (or required to be delivered) pursuant to Section 8.01(e)) is less than 3.00:1.00, then the "Applicable Excess Cash Flow Percentage" shall instead be 0%.

"Grove" shall mean Grove Investors, Inc., a Delaware corporation.

"Grove Acquired Entities" shall mean Grove and the various subsidiaries of Grove acquired pursuant to the Grove Acquisition.

"Grove Acquired Indebtedness" shall have the meaning provided in Section 9.04(xvii).

"Grove Acquisition" shall have the meaning provided in the First Amendment.

"Grove Acquisition Agreement" shall mean that certain Agreement and Plan of Merger, dated as of March 18, 2002, among the Borrower, Giraffe Merger Sub (as defined in the First Amendment) and Grove (including the schedules and exhibits thereto), as in effect on April 29, 2002 and (i) at any time prior to the First Amendment Acquisition Effective Date, without giving effect to any amendment, modification or waiver thereto, without the consent of the Administrative Agent and (ii) at any time on and after the First Amendment Acquisition Effective Date, as the same may be amended, modified and/or supplemented from time to time thereafter in accordance with the terms hereof and thereof.

"Grove Acquisition Documents" shall mean and include the Grove Acquisition Agreement and the other documents and agreements entered into in connection with the Grove Acquisition, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

"Grove Equity Issuance" shall have the meaning provided in the First Amendment.

"Grove Indebtedness To Be Refinanced" shall mean all Indebtedness of the Grove Acquired Entities outstanding immediately prior to the consummation of the Grove Transaction (other than Grove Acquired Indebtedness) and set forth on Schedule XVI.

"Grove Refinancing" shall mean the repayment in full of all of the Grove Indebtedness To Be Refinanced and the termination of all commitments in respect thereof.

"Grove Refinancing Documents" shall mean the documents, agreements and instruments entered into in connection with the Grove Refinancing.

"Grove Transaction" shall mean, collectively, (i) the consummation of the Grove Acquisition, (ii) the issuance of the New Senior Subordinated Notes, (iii) the consummation of the Grove Equity Issuance, (iv) the consummation of the Grove Refinancing, (iv) the entering into of the First Amendment and the incurrence of Revolving Loans on the First Amendment Acquisition Effective Date to repay, in part, the Grove Indebtedness To Be Refinanced and to pay the fees and expenses in connection with the foregoing.

"Grove Transaction Documents" shall mean (i) the Grove Acquisition Documents, (ii) the New Senior Subordinated Note Documents, (iii) the Grove Refinancing Documents, (iv) the First Amendment and (v) the other documents and instruments entered into in connection with the Grove Transaction, in each case as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

"New Exchange Senior Subordinated Notes" shall mean senior subordinated notes which are substantially identical securities to the New Senior Subordinated Notes issued on the First Amendment Acquisition Effective Date, which New Exchange Senior Subordinated Notes shall be issued pursuant to a registered exchange offer or private exchange offer for the New Senior Subordinated Notes and pursuant to the New Senior Subordinated Note Indenture. In no event will the issuance of any New Exchange Senior Subordinated Notes increase the aggregate principal amount of New Senior Subordinated Notes then outstanding or otherwise result in an increase in the interest rate applicable to the New Senior Subordinated Notes.

"New Senior Subordinated Note Issue Amount" shall mean the aggregate principal amount of the New Senior Subordinated Notes on the date of issuance thereof, which amount shall in no event exceed $250,000,000.

"New Senior Subordinated Notes" shall mean unsecured Indebtedness of the Borrower evidenced by senior subordinated notes issued on the First Amendment Acquisition Effective Date, which Indebtedness (i) has a final maturity no earlier than the final maturity of the Senior Subordinated Notes, (ii) has a weighted average life to maturity greater than or equal to the weighted average life to maturity of the Senior Subordinated Notes, (iii) does not (x) add guarantors or obligors different from those under (or required under) the Senior Subordinated Notes or (y) provide for security, (iv) contains terms and conditions (including, without limitation, with respect to amortization, redemption, covenants, defaults, voting rights, remedies and subordination provisions) identical to (or, from the perspective of the Lenders, more favorable than) than those applicable to the Senior Subordinated Notes and (v) shall be governed by documentation reasonably satisfactory to the Administrative Agen t, as such Indebtedness may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. As used herein, the term "New Senior Subordinated Notes" shall include any New Exchange Senior Subordinated Notes issued pursuant to the New Senior Subordinated Note Indenture in exchange for theretofore outstanding New Senior Subordinated Notes, as contemplated by the definition of New Exchange Senior Subordinated Notes. The issuance of New Senior Subordinated Notes shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied in all material respects and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 6 and 10.

"New Senior Subordinated Note Documents" shall mean the New Senior Subordinated Note Indenture, the New Senior Subordinated Notes and each other agreement, document or instrument executed and delivered in connection with the New Senior Subordinated Notes, in each case as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

"New Senior Subordinated Note Indenture" shall mean any indenture or similar agreement entered into in connection with the issuance of New Senior Subordinated Notes, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

"Updated Projections" shall have the meaning provided in the First Amendment.

"U.S. Grove Acquired Entities" shall mean each Grove Acquired Entity organized under the laws of the United States or any State or territory thereof.

42. Section 13.07(a) of the Credit Agreement is hereby amended by deleting the text "the historical financial statements of the Borrower referred to in Section 7.05(a)" appearing in said Section and inserting the text "the financial statements of the Borrower delivered pursuant to Section 8.01(a) for the fiscal quarter of the Borrower ended March 31, 2002" in lieu thereof.
43. Section 13 of the Credit Agreement is hereby further amended by inserting the following new Section 13.20 at the end of said Section:

"13.20 Special Provisions Regarding Pledges of Equity Interests in, and Promissory Notes Owed by, Foreign Persons. The parties hereto acknowledge and agree that the provisions of the various Security Documents executed and delivered by the Credit Parties require that, among other things, all promissory notes executed by, and equity interests in, various Persons owned by the respective Credit Party be pledged, and delivered for pledge, pursuant to the Security Documents. The parties hereto further acknowledge and agree that each Credit Party shall be required to take all actions under the laws of the jurisdiction in which such Credit Party is organized to create and perfect all security interests granted pursuant to the various Security Documents and to take all actions under the laws of the United States (or any state thereof) to perfect the security interests in the promissory notes issued by, and the equity interests of, any Person organized under the laws of the United States or any state thereof (in each case, to the extent said promissory notes or equity interests are owned by any Credit Party). Except as provided in the immediately preceding sentence and as required pursuant to Section 13.19 (by virtue of Part IV of Schedule XIII), to the extent any Security Document requires or provides for the pledge of promissory notes issued by, or equity interests in, any Person organized under the laws of a jurisdiction other than the United States or any state thereof, it is acknowledged that, as of the Initial Borrowing Date, no actions have been required to be taken to perfect, under local law of the jurisdiction of the Person who issued the respective promissory notes or whose equity interests are pledged, under the Security Documents. The Borrower hereby agrees that, following any request by the Administrative Agent or Required Lenders to do so, the Borrower shall, and shall cause its Subsidiaries to, take such actions (including, without limitation, the execution of Additi onal Security Documents, the making of any filings and the delivery of appropriate legal opinions) under the local law of any jurisdiction with respect to which such actions have not already been taken as are reasonably determined by the Administrative Agent or Required Lenders to be necessary or desirable in order to fully perfect, preserve or protect the security interests granted pursuant to the various Security Documents under the laws of such jurisdictions. If requested to do so pursuant to this Section 13.20, all such actions shall be taken in accordance with the provisions of this Section 13.20 and Section 8.12 and within the time periods set forth therein. All conditions and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing and so that same are not violated by reason of the failure to take actions under local law (but only with respect to promissory notes issued by, and equity interests in, Persons org anized under laws of jurisdictions other than the United States or any state thereof) not required to be taken in accordance with the provisions of this Section 13.20, provided that to the extent any representation or warranty would not be true because the foregoing actions were not taken, the respective representation of warranties shall be required to be true and correct in all material respects at such time as the respective action is required to be taken in accordance with the foregoing provisions of this Section 13.20 or pursuant to Section 8.12.".

44. Each Lender, by its execution and delivery of a counterpart hereof, hereby agrees that, in the event that the Borrower does not (or cannot) issue, prior to September 15, 2002, New Senior Subordinated Notes generating gross cash proceeds of at least $175,000,000 for the purpose of financing, in part, the Grove Transaction, such Lender will, upon written request of the Borrower submitted at any time prior to September 15, 2002, enter into a further amendment to the Credit Agreement identical in all material respects to this Amendment, except that such amendment shall (i) permit the incurrence of incremental senior secured bank financing by the Borrower which shall (I) be made available under the Credit Agreement pursuant to one or more additional tranches of loans and/or an increase to one or more existing Tranches of Loans, (II) be secured and guaranteed equally and ratably with the Loans under the Credit Agreement, (III) not exceed in an aggregate principal amount an amount equal to th e remainder of (x) $175,000,000 minus (y) the aggregate principal amount of the New Senior Subordinated Notes issued (or to be issued) to finance the Grove Transaction and (IV) otherwise be made available on such terms and conditions as determined by the Administrative Agent and reasonably acceptable to the Required Lenders, (ii) permit the New Senior Subordinated Notes not issued to finance the Grove Transaction (i.e., New Senior Subordinated Notes in an aggregate principal amount equal to the remainder of $250,000,000 less the aggregate principal amount of such incremental senior secured bank financing) to be issued to refinance outstanding Term Loans under the Credit Agreement (including such incremental senior secured bank financing) and (iii) provide for modifications to the covenant levels required in Section 9.10 of the Credit Agreement (i.e., the Senior Leverage Ratio) as set forth on Annex A hereto; provided however that the agreements of each Lender pursuan t to this Section 44 do not (and shall not be construed to) constitute an agreement to provide all or any portion of the incremental senior secured bank financing referred to above.
45. Schedules III and V to the Credit Agreement are hereby amended by deleting same in their entirety and inserting in lieu thereof the new Schedules III and V, as the case may be, as each appears as attached hereto (with such technical modifications thereto as are acceptable to the Administrative Agent and as may be required to be made on the First Amendment Acquisition Effective Date to reflect changes to the Real Property or Subsidiaries, as the case may be, owned or held by the Borrower, the Grove Acquired Entities and their respective Subsidiaries after the First Amendment General Effective Date and on or prior to the First Amendment Acquisition Effective Date).
46. The Credit Agreement is hereby further amended by inserting new Schedules XIV, XV and XVI thereto in the form of Schedules XIV, XV and XVI, respectively, attached hereto.
1. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that:

(a) no Default or Event of Default exists as of (x) the First Amendment General Effective Date, both before and after giving effect thereto and (y) the First Amendment Acquisition Effective Date, both before and after giving effect thereto;

(b) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the First Amendment General Effective Date and the First Amendment Acquisition Effective Date, both before and after giving effect to each such date (and, in the case of the First Amendment Acquisition Effective Date, the consummation of the Grove Transaction on such date), with the same effect as though such representations and warranties had been made on and as of the First Amendment General Effective Date or the First Amendment Acquisition Effective Date, as the case may be (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date); and

(c) at the time of the consummation of the Grove Transaction (and immediately after giving effect thereto), the consummation of same shall not (i) contravene any provision of any material applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict or be inconsistent with or result in any breach of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the material properties or assets of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its material property or assets is bound or to which it m ay be subject or (iii) violate any provision of the certificate of incorporation, by-laws, certificate of limited partnership, limited partnership agreement or any equivalent organizational document of the Borrower or any of its Subsidiaries.

2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. (a) The provisions of Sections 28, 43 and 44 of Part I of this Amendment shall become effective on the date (the "First Amendment General Effective Date") when each of the Borrower, the Administrative Agent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office.

(b) The provisions of Sections 1 through 27, inclusive, Sections 29 through 42, inclusive, and Sections 45 and 46 of Part I of this Amendment shall become effective on the date (the "First Amendment Acquisition Effective Date") when each of the following conditions shall have been satisfied:

1. the Lenders shall have received a copy of the detailed consolidated financial projections for the Borrower and its Subsidiaries, and after giving effect to the Grove Transaction, the related financings therefor and the transactions and financings contemplated by this Amendment for the five fiscal years ended after the First Amendment Acquisition Effective Date (the "Updated Projections");
2. the Borrower shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent and the Lenders to the extent then due;
3. the Administrative Agent shall have received a certificate, dated the First Amendment Acquisition Effective Date and signed on behalf of the Borrower by an appropriate officer of the Borrower, stating that all of the conditions in clauses (i) and (ii), inclusive, above, clauses (i) through (xvii), inclusive, of Section 1 of Part I of this Amendment and Section 6 of the Credit Agreement have been satisfied on such date; and
4. the First Amendment General Effective Date shall have occurred.

Unless the Administrative Agent has received actual notice from any Lender that the conditions contained above have not been met with satisfaction, upon the satisfaction of the conditions described in clauses (iii) and (iv) of the immediately preceding sentence and upon the Administrative Agent's good faith determination that the other conditions described above have been met, the First Amendment Acquisition Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the First Amendment Acquisition Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions specified above). Notwithstanding the foregoing, in the event the Grove Transaction is not consummated on the First Amendment Acquisition Effective Date, the First Amendment Acquisition Effective Date shall be deemed not to have occurred and Sections 1 through 27, inclusive, Sections 29 through 42, inclusive, and Sections 45 and 46 of Part I of this Amendment shall be deemed never to have become effective, notwithstanding the satisfaction of the conditions specified in clauses (i) through (iv), inclusive, of this Section 5.

6. So long as the First Amendment Acquisition Effective Date occurs, the Borrower shall pay to each Lender which has executed a counterpart hereof on or prior to 5:00 P.M. (New York time) on May 8, 2002, a consent fee equal to 1/8 of 1% of the sum of (x) its Revolving Loan Commitment as in effect on the First Amendment General Effective Date and (y) the aggregate principal amount of its Term Loans outstanding on the First Amendment General Effective Date. All fees payable pursuant to the immediately preceding sentence shall be paid to the Administrative Agent within one Business Day after the First Amendment Acquisition Effective Date, which fees shall be distributed by the Administrative Agent to the relevant Lenders in the amounts specified in the immediately preceding sentence.
7. From and after the First Amendment General Effective Date and the First Amendment Acquisition Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby on the First Amendment General Effective Date or the First Amendment Acquisition Effective Date, as the case may be.

*          *         *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

THE MANITOWOC COMPANY, INC.

By  /s/ Carl Laurino                                              

Title: Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company),
Individually and as Administrative Agent

By  /s/ Diane F. Rolfe                                         

Title: Vice-President

EX-4.7

Exhibit 4.7

SECOND AMENDMENT AND WAIVER

SECOND AMENDMENT AND WAIVER (this "Amendment"), dated as of February 4, 2003, among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the "Borrower"), the lending institutions from time to time party to the Credit Agreement referred to below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of May 9, 2001 (as amended, modified and/or supplemented to, but not including, the date hereof, the "Credit Agreement"); and

WHEREAS, subject to the terms and conditions of this Amendment, the Lenders wish to grant certain waivers to the Credit Agreement and the parties hereto wish to amend the Credit Agreement, in each case as herein provided;

NOW, THEREFORE, it is agreed:

I.     Amendments and Waivers to Credit Agreement.

1. Section 9.01 of the Credit Agreement is hereby amended by deleting the text "and (xiv)" appearing in the last sentence of said Section and inserting the text ", (xiv) and (xx)" in lieu thereof.

2. Section 9.05 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end clause (xii) of said Section, (ii) inserting the text "above or clause (xiv) below" immediately prior to the text "of this Section 9.05" appearing in clause (xiii) of said Section, (iii) deleting the period at the end of clause (xiii) of said Section and inserting the text "; and" in lieu thereof and (iv) inserting the following new clause (xiv) at the end of said Section:

"(xiv) the Borrower and its Subsidiaries may make transfers of assets to their respective Subsidiaries in accordance with the requirements of Sections 9.02(ix), (x) and (xi).".

3. Section 9.08 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

"Fiscal Quarter Ending	Ratio
December 31, 2002	2.50:1.00
March 31, 2003	2.50:1.00
June 30, 2003	2.50:1.00
September 30, 2003	2.50:1.00
December 31, 2003	2.75:1.00
March 31, 2004	2.75:1.00
June 30, 2004 and thereafter	3.00:1.00".

4. Section 9.09 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

"Fiscal Quarter Ending	Amount
December 31, 2002	$155,000,000
March 31, 2003	$155,000,000
June 30, 2003	$155,000,000
September 30, 2003	$155,000,000
December 31, 2003	$155,000,000
March 31, 2004	$160,000,000
June 30, 2004	$165,000,000
September 30, 2004	$165,000,000
December 31, 2004	$165,000,000
March 31, 2005	$170,000,000
June 30, 2005	$175,000,000
September 30, 2005	$175,000,000
December 31, 2005	$180,000,000
March 31, 2006	$180,000,000
June 30, 2006	$180,000,000
September 30, 2006	$180,000,000
December 31, 2006	$190,000,000
March 31, 2007	$200,000,000".

5. Subject to the immediately succeeding proviso, the Lenders hereby waive any Event of Default arising under Section 10.03 of the Credit Agreement solely as a result of the failure of the Borrower to comply with the covenant contained in Section 9.09 of the Credit Agreement for (and only for) the Test Period ended on the last day of the fiscal quarter of the Borrower ended on December 31, 2002; provided however, that if the Borrower fails to demonstrate compliance with Section 9.09 of the Credit Agreement (as amended hereby) for such Test Period (i.e., fails to achieve Consolidated EBITDA of at least $155,000,000 for such Test Period) as set forth in the compliance certificate required to be delivered by the Borrower pursuant to Section 8.01(e) of the Credit Agreement in respect of the fiscal year of the Borrower ended on December 31, 2002, the foregoing waiver shall be deemed rescinded and such failure shall constitute an "Event of Default" for all purpo ses of the Credit Agreement.

6. Section 9.11 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

"Period	Ratio
December 31, 2002    through and including    December 30, 2003	4.25:1.00
December 31, 2003    through and including    June 29, 2004	4.00:1.00
June 30, 2004    through and including    September 29, 2004	3.75:1.00
September 30, 2004    through and including    December 30, 2004	3.50:1.00
December 31, 2004    through and including    March 30, 2005	3.25:1.00
Thereafter	2.85:1.00".

7. The Lenders hereby waive any Event of Default arising under Section 10.03 of the Credit Agreement solely as a result of the failure of the Borrower to comply with the covenant contained in Section 9.11 of the Credit Agreement during (and only during) the period commencing on September 30, 2002 and ending on the Second Amendment Effective Date (as defined below); it being understood and agreed, however, that the failure of the Borrower to demonstrate compliance with Section 9.11 of the Credit Agreement (as amended hereby) as at the last day of the fiscal year of the Borrower ended on December 31, 2002 (i.e., the failure to demonstrate a Consolidated Total Leverage Ratio of 4.25:1.00 or less as at such day) as set forth in the compliance certificate required to be delivered by the Borrower pursuant to Section 8.01(e) of the Credit Agreement in respect of such fiscal year shall constitute an "Event of Default" for all purposes of the Credit Agreement.

8. Section 9.12 of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 9.12 in lieu thereof:

"9.12 Minimum Consolidated Fixed Charge Coverage Ratio. The Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period ending on the last day of any fiscal quarter of the Borrower (commencing with the Borrower's fiscal quarter ended on December 31, 2002) to be less than 1.50:1.0.".

9. The definition of "Factor" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "General Electric Capital Corporation" appearing in said definition and inserting the text "GMAC" in lieu thereof.

10. The definition of "Factoring Agreement" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "General Electric Capital Corporation" appearing in said definition and inserting the text "GMAC" in lieu thereof.

11. Section 12 of the Credit Agreement is hereby amended by inserting the following new Section 12.10 after Section 12.09 appearing in said Section:

"12.10  Collateral Matters. (a)  Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Do cuments which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

(b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or disposition thereof in compliance with Section 9.02 or (iii) if approved, authorized or ratified in writing by the Required Lenders (unless such release is required to be approved by all of the Lenders hereunder). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 12.10.

(c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred, provided, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii)&nbs p;such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Credit Party or any of its Subsidiaries in respect of) all interests retained by any Credit Party or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

(d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Lenders and that th e Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(e) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) to the extent the Borrower or any of its Subsidiaries enters into any operating lease which does not cause a violation of the terms of this Agreement, the Collateral Agent is authorized to enter into such disclaimers of a security interest in the assets subject to such operating lease, or such releases or subordinations of the assets subject to such operating lease, as may be reasonably requested by the Borrower or such Subsidiary in connection therewith and (ii) in connection with the incurrence of any Indebtedness permitted to remain outstanding pursuant to Section 9.04(iv), at the reasonable request of the Borrower, the Collateral Agent shall, and is hereby authorized to, enter into such releases or subordinations of security interests in the assets securing such Indebtedness in accordance with the relevant requirements of Section 9.01, all as may be requested by the Borrower . In taking any actions pursuant to the requirements of this Section 12.10(e), the Collateral Agent shall be entitled to rely on a certificate of an officer of the Borrower as to its entitlement to such release, subordination or other action, and shall have no liability in connection therewith.".

12. The Lenders hereby waive any Event of Default that may have arisen pursuant to Section 10.01 of the Credit Agreement or Section 3 of the Consent and Agreement to Credit Agreement, dated as of July 31, 2002, among the Borrower, the Lenders and the Administrative Agent (the "Consent"), solely as result of the failure of the Borrower to apply the Net Sale Proceeds from the sale of the capital stock of Manitowoc Boom Trucks, Inc. (the "Boom Trucks Proceeds") in accordance with the requirements of Sections 4.02(e), (i) and (j) of the Credit Agreement or Section 2(i) of the Consent, as the case may be, so long as (and only so long as) the Borrower uses cash on hand or the proceeds of Revolving Loans (incurred in accordance with the relevant requirements of the Credit Agreement) in an amount equal to the amount of the Boom Trucks Proceeds on the last day of the first Interest Period applicable to any Borrowing of Term Loans to expire after the Second Amendment Effective Date (or, if the Second Amendment Effective Date has not occurred on or prior to February 6, 2003, the Business Day following the Second Amendment Effective Date), to repay Term Loans in accordance with the requirements of Section 4.01(a) of the Credit Agreement.

II.     Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that:

(a) no Default or Event of Default exists as of the Second Amendment Effective Date, after giving effect this Amendment; and

(b) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Second Amendment Effective Date") when each of the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office.
6. The Borrower hereby covenants and agrees, so long as the Second Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 5:00 P.M. (New York time) on February 4, 2003 or (y) the close of business on the Second Amendment Effective Date (such later date, the "Outside Date"), a non-refundable cash amendment fee equal to 0.125% of the sum of (x) its Revolving Loan Commitment as in effect on the Second Amendment Effective Date and (y) the aggregate principal amount of its Term Loans outstanding on the Second Amendment Effective Date, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the Lenders on the second Business Day following the Outside Date.
7. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

*        *        *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

THE MANITOWOC COMPANY, INC.

By  /s/ Carl Laurino                                              

Title: Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company),
Individually and as Administrative Agent

By  /s/ Diane F. Rolfe                                         

Title: Vice-President

EX-10.2

Exhibit 10.2

MANAGEMENT INCENTIVE COMPENSATION PLAN

Economic Value Added (EVA) Bonus Plan

As Amended July 21, 2002

ARTICLE I

Statement of Purpose

1.1     The purpose of the Plan is to provide a system of incentive compensation which will promote the maximization of shareholder value over the long term. In order to align management incentives with shareholder interests, incentive compensation will reward the creation of value. This Plan will tie incentive compensation to Economic Value Added ("EVA") and, thereby, reward management for creating value and penalize management for destroying value.

1.2     EVA is the performance measure of value creation. EVA reflects the benefits and costs of capital employment. Managers create value when they employ capital in an endeavor that generates a return that exceeds the cost of the capital employed. Managers destroy value when they employ capital in an endeavor that generates a return that is less than the cost of capital employed. By imputing the cost of capital upon the operating profits generated by a business group, EVA measures the total value created (or destroyed) by management.

     EVA = (Net Operating Profit After Tax - Capital Charge)

1.3     Each Plan Participant is placed in a classification. Each classification has a prescribed target bonus %. The bonus earned in any one year is the result of multiplying the Actual Bonus Percentage times the Participant's base pay. Bonuses that fall within a pre-specified range will be fully paid out. Positive and negative bonuses falling outside this range are banked forward in the Participant's Bonus Bank, with one-third of the net positive balance paid out each year in cash.

ARTICLE II

Definition of EVA and the Components of EVA

Unless the context provides a different meaning, the following terms shall have the following meanings.

2.1     "Participating Group" means a business division or group of business divisions which are uniquely identified for the purpose of calculating EVA and EVA based bonus awards. Some Participants' awards may be a mixture of more than one Participating Group.

          For the purpose of this plan, the Participating Groups are listed on Exhibit C.

2.2.     "Capital" means the net investment employed in the operations of each Participating Group. The components of Capital are as follows:

          Gross Accounts Receivable (including trade A/R from another Manitowoc unit)
     Plus:     FIFO Inventory
     Plus:     Other Current Assets
     Less:     Non-Interest Bearing Current Liabilities (NIBCL's - See Note 1)
     Plus:     Net PP&E
     Plus:     Other Operating Assets
     Plus:     Capitalized Research & Development
     Plus:     Goodwill acquired after July 3, 1993
     Plus:     Accumulated Amortization on Goodwill acquired after July 3, 1993
     Plus (Less): Special Items (one-time)
     Equals:     Capital

Notes:      (1) NIBCL's include trade A/P to another Manitowoc unit, but do not include the contingent liability associated with Bonus Banks.

2.3     Each component of Capital will be measured by computing an average balance based on the ending monthly balance for the twelve months of the Fiscal Year.

2.4     "Cost of Capital" or "C*" means the weighted average of the after tax cost of debt and equity for the year in question.

The Cost of Capital will be reviewed annually and revised if it has changed significantly. Calculations will be carried to one decimal point.

The cost of capital for the initial year is 12.6%. See Exhibit A. In subsequent plan years the methodology for the calculation of the Cost of Capital will be:

a) Cost of Equity = Risk Free Rate + (Beta x Market Risk Premium)

b) Debt Cost of Capital = Debt Yield x (1 - Tax Rate)

c) The weighted average of the Cost of Equity and the Debt Cost of Capital is determined by reference to a projected debt to capital ratio of 40%. The Risk Free Rate is the average daily closing yield rate on 30 year U.S. Government Bonds for the month of December immediately preceding the Plan Year, the BETA is one, and the Market Risk Premium is 5%. The Debt Yield is the projected weighted average yield on the Company's long term obligations for the 12 month period ending December 31 of the Plan Year, and the tax rate is 39% for U.S. Companies, and the full statutory rate of the country where a foreign division or subsidiary is based.

The debt to capital ratio, BETA, and Market Risk Premium should be reviewed at least every three years with the assistance of an independent compensation consulting firm.

     d) Short-term debt is to be treated as long-term for purposes of computing the cost of capital.

2.5     "Capital Charge" means the deemed opportunity cost of employing Capital in the business of each Participating Group. The Capital Charge is computed as follows:

     Capital Charge = Capital x Cost of Capital (C*)

2.6     "Net Operating Profit After Tax" or "NOPAT"

"NOPAT" means the after tax cash earnings attributable to the capital employed in the Participating Group for the year in question. The components of NOPAT are as follows:

          Operating Earnings
     Plus:     Increase (Decrease) in Capitalized R & D (See Note 1)
     Plus:     Increase (Decrease) in Bad Debt Reserve
     Plus:     Increase (Decrease) in Inventory Reserves
     Plus:     Amortization of Goodwill acquired after July 3, 1993
     Less:     Other Expense (Excluding interest on debt)
     Plus:     Other Income (Excluding investment income)
     Equals:     Net Operating Profit Before Tax
     Less:     Taxes (See Note 2)
     Equals:     Net Operating Profit After Tax

     1)     Since R & D is Capitalized, the difference in the balance is the expensed amount for that
                year.

     (2)     Taxes is assumed to be 39% of Net Operating Profit Before Tax. (For exceptions see
                 2.4(c)).

2.7     "Economic Value Added" or "EVA" means the NOPAT that remains after subtracting the Capital Charge, expressed as follows:

                NOPAT

      Less:     Capital Charge

Equals:     EVA

EVA may be positive or negative.

ARTICLE III

Definition and Computation of Target Bonus Value

3.1     "Actual EVA" means the EVA as calculated for each Participating Group for the year in question.

3.2     "Target EVA" means the level of EVA that is expected in order for the Participating Group to receive the Target Bonus Value.

          The Target EVA for a participating group's initial year is set by looking at historical levels of EVA achieved by the group, expectations going forward, amount of capital utilized in the business and level of seasonality, cyclicality and risk. An independent compensation consulting firm assists in setting these initial year targets.

          After the first year, the Base-Line EVA is revised according to the following formula:

Target EVA = Last Year's Actual EVA+ Expected Improvement in EVA

3.3     "Expected Improvement in EVA" means the constant EVA improvement that is added to shift the target up each year. This is determined by the expected growth in EVA per year.

          See Exhibit C for the Expected Improvement for each Participating Group.

3.4     "Target Bonus Value" means the "Target Bonus Percentage" times a Participant's base pay.

3.5     "Target Bonus Percentage" is determined by a Participant's classification as shown on Exhibit B.

3.6     "Actual Bonus Value" means the bonus earned (*) by a Participant and is computed as the Actual Bonus Percentage times a Participant's base pay.

3.7     "Actual Bonus Percentage" is determined by multiplying the Target Bonus Percentage by the Bonus Performance Value.

3.8     "Bonus Performance Value" means the difference between the Actual EVA and the Target EVA divided by the Leverage Factor plus 1.0.

3.9     "Leverage Factor" is the negative (positive) deviation from Target EVA necessary before a zero (two times Target) bonus is earned. See Exhibit C for the Leverage Factor of each Participating Group.

3.10     A Participant's classification is determined by each business unit manager. They are subject to approval by the CEO and the Compensation Committee of the Board of Directors.

* Note: A portion of the Actual Bonus Value may be placed in the Participants' Bonus Bank. See Article IV for details on the Bonus Bank.

ARTICLE IV

     Description of Bonus Banks

4.1     Establishment of a Bonus Bank. To encourage a long-term commitment by Participants to the Company, a portion of exceptional bonuses (amounts above Target as well as negative bonuses) shall be credited to "at risk" deferred accounts ("Bonus Banks"), with the level of payout contingent on sustained high performance and improvements and continued employment as provided herein.

4.2     Although a Bonus Bank may, as a result of negative EVA, have a deficit, no Plan Participant shall be required, at any time, to reimburse his/her Bonus Bank.

4.3     "Bonus Bank" means, with respect to each Participant, a bookkeeping record of an account to which amounts are added to, or deducted from, as the case may be, from time to time under the Plan and from which bonus payments to such Participant are paid out.

4.4     "Bank Balance" means, with respect to each Participant, a bookkeeping record of the net balance of the amounts earned and paid out of such Participant's Bonus Bank. A Participant's Bank Balance shall initially be equal to zero.

4.5     Payout Rule:

      If the Bank Balance entering the Plan Year is zero or positive, then

    1) Pay any positive bonus earned up to the "Target Bonus Value",

     2) Add any unpaid portion of the bonus earned (including negative bonuses) to the Bonus Bank,

     3) Pay out 1/3 of any Positive Bank Balance

     4) Carry the remaining Bank Balance forward to the next year.

     If the Bank Balance entering the Plan Year is negative, then

     1) Pay up to 100% of the bonus earned and 50% of any bonus earned above 100%,

     2) Add 50% of any portion of the bonus earned above 100% (including negative bonuses) to the Bonus Bank,

     3) Pay out 1/3 of any Positive Bank Balance,

     4) Carry the remaining Bank Balance forward to the next year.

4.6     In addition, once Participants have been in the plan for three consecutive years, the Participants will be paid their full Bank Balance up to the amount of their Bank Balance at the end of the third prior year.

ARTICLE V

Plan Participation, Transfers and Terminations

5.1     Participant Group. Except as otherwise provided (primarily in Section 8.1) the Administrator will determine who shall participate in the EVA Bonus Plan. Employees designated for Plan participation shall be management or highly compensated employees. In order for a Participant to receive or be credited with his or her Actual Bonus Value for a Plan Year, the Participant must have (I) remained employed by the Company or an affiliate through the last day of such Plan Year, (ii) terminated employment with the Company for any reason during the Plan Year at or after the earlier of attainment of age sixty, or the first of the month following the date on which the participant's attained age plus years of service with the Company equal 80 (iii) suffered a disability within the meaning of Section 5.3 during the Plan Year, or (iv) died during the Plan Year. In all other cases of termination of employment prior to the last day of the Plan Year, a Participa nt shall not be entitled to any Actual Bonus Value for such Plan Year.

5.2     Transfers. A Participant who transfers his employment from one Participating Unit of the Company to another shall retain his Bonus Bank and will be eligible to receive future EVA Plan Awards in accordance with the provisions of the EVA Plan. If a participant transfers to a non-participating position, any positive Bonus Bank balance would be paid out in full as soon as is practical.

5.3     Retirement or Disability. A Participant who terminates employment with the Company, at the earlier of attainment of age sixty, or the first of the month following the date on which the participant's attained age plus years of service with the Company equal 80 for retirement, or suffers a "disability," as such term is defined in the Company's long-term disability benefits program, while in the Company's employ shall be eligible to receive the balance of their Bonus Bank. In the case of retirement, the Participant will receive any positive bank balance in the year immediately following their retirement. In the case of disability while in the Company's employ, the Participant will receive their balance as soon as practical after qualifying for benefit payments under the Company's long-term disability benefits program.

5.4     Involuntary Termination Without Cause or Death. A Participant who is Terminated without cause or who dies shall receive any positive Bonus Bank balance. Such payments will be made as soon as is practical.

5.5     Voluntary Termination. In the event that a Participant voluntarily terminates employment with the Company, the right of the Participant to their Bonus Bank shall be forfeited unless a different determination is made by the Committee.

5.6     Involuntary Termination for Cause. In the event of termination of employment for cause, the right of the Participant to the Bonus Bank shall be determined by the Committee.

     "Cause" shall mean:

     (i)     any act or acts of the Participant constituting a felony under the laws of the United States, any state thereof or any foreign jurisdiction;

     (ii)     any material breach by the Participant of any employment agreement with the Company or the policies of the Company or the willful and persistent (after written notice to the Participant) failure or refusal of the Participant to comply with any lawful directives of the Board;

     (iii)     a course of conduct amounting to gross neglect, willful misconduct or dishonesty; or

     (iv)     any misappropriation of material property of the Company by the Participant or any misappropriation of a corporate or business opportunity of the Company by the Participant.

5.7     Breach of Agreement. Notwithstanding any other provision of the Plan or any other agreement, in the event that a Participant shall breach any non-competition agreement with the Company or breach any agreement with respect to the post-employment conduct of such Participant, the Bonus Bank held by such Participant shall be forfeited.

5.8      No Guarantee. Participation in the Plan provides no guarantee that a payment under the Plan will be paid. Selection as a Participant is no guarantee that payments under the plan will be paid or that selection as a Participant will be made in the subsequent Calendar Year.

ARTICLE VI

General Provisions

6.1     Withholding of Taxes. The Company shall have the right to withhold the amount of taxes, which in the determination of the Company, are required to be withheld under law with respect to any amount due or paid under the Plan.

6.2     Expenses. All expenses and costs in connection with the adoption and administration of the plan shall be borne by the Company.

6.3     No prior Right or Offer. Except and until expressly granted pursuant to the Plan, nothing in the Plan shall be deemed to give any employee any contractual or other right to participate in the benefits of the Plan.

6.4     Claims for Benefits. In the event a Participant (a "claimant") desires to make a claim with respect to any of the benefits provided hereunder, the claimant shall submit evidence satisfactory to the Committee of facts establishing his entitlement to a payment under the Plan. Any claim with respect to any of the benefits provided under the Plan shall be made in writing within ninety (90) days of the event which the claimant asserts entitles him to benefits. Failure by the claimant to submit his claim within such ninety (90) day period shall bar the claimant from any claim for benefits under the Plan.

6.5     In the event that a claim which is made by a claimant is wholly or partially denied, the claimant will receive from the Committee a written explanation of the reason for denial and the claimant or his duly authorized representative may appeal the denial of the claim to the Committee at any time within ninety (90) days after the receipt by the claimant of written notice from the Committee of the denial of the claim. In connection therewith, the claimant or his duly authorized representative may request a review of the denied claim; may review pertinent documents; and may submit issues and comments in writing. Upon receipt of an appeal, the Committee shall make a decision with respect to the appeal and, not later than sixty (60) days after receipt of a request for review, shall furnish the claimant with a decision on review in writing, including the specific reasons for the decision written in a manner calculated to be understood by the claimant, as well as specific reference to the pertinent provisions of the Plan upon which the decision is based. In reaching its decision, the Committee shall have complete discretionary authority to determine all questions arising in the interpretation and administration of the Plan, and to construe the terms of the Plan, including any doubtful or disputed terms and the eligibility of a Participant for benefits.

6.6     Action Taken in Good Faith; Indemnification. The Committee may employ attorneys, consultants, accountants or other persons and the Company's directors and officers shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all employees who have received awards, the Company and all other interested parties. No member of the Committee, nor any officer, director, employee or representative of the Company, or any of its affiliates acting on behalf of or in conjunction with the Committee, shall be personally liable for any action, determination, or interpretation, whether of commission or omission, taken or made with respect to the Plan, except in circumstances involving actual bad faith or willful misconduct. In addition to such other rights of indemnification as they may have as members of the Board, as members of the Committee or as officers or employees of the Company, all members of the Committee and any officer, employee or representative of the Company or any of its subsidiaries acting on their behalf shall be fully indemnified and protected by the Company with respect to any such action, determination or interpretation against the reasonable expenses, including attorneys' fees actually and necessarily incurred, in connection with the defense of any civil or criminal action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or an award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by Company ) or paid by them in satisfaction of a judgment in any action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such acti on, suit or proceeding that such person claiming indemnification shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding if such person claiming indemnification is entitled to be indemnified as provided in this Section.

6.7     Rights Personal to Employee. Any rights provided to an employee under the Plan shall be personal to such employee, shall not be transferable (except by will or pursuant to the laws of descent or distribution), and shall be exercisable, during his lifetime, only by such employee.

6.8     Upon termination of the Plan or suspension for a period of more than 90 days, the Bank Balance of each Participant shall be distributed as soon as practicable but in no event later than 90 days from such event. The Committee, in its sole discretion, may accelerate distribution of the Bank Balance, in whole or in part, at any time without penalty.

6.9     Non-Allocation of Award. In the event of a suspension of the Plan in any Plan Year, as provided herein at Article VIII, Section 8, the Current Bonus for the subject Plan year shall be deemed forfeited and no portion thereof shall be allocated to Participants. Any such forfeiture shall not affect the calculation of EVA in any subsequent year.

ARTICLE VII

Limitations

7.1     No Continued Employment. Nothing contained herein shall provide any employee with any right to continued employment or in any way abridge the rights of the Company and its Participating Units to determine the terms and conditions of employment and whether to terminate employment of any employee.

7.2     No Vested Rights. Except as otherwise provided herein, no employee or other person shall have any claim of right (legal, equitable, or otherwise)to any award, allocation, or distribution or any right, title, or vested interest in any amounts in his Bonus Bank and no officer or employee of the Company or any Participating Group or any other person shall have any authority to make representations or agreements to the contrary. No interest conferred herein to a Participant shall be assignable or subject to claim by a Participant's creditors. The right of the Participant to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company and the Participant shall have no rights in or against any specific assets of the Company as the result of participation hereunder.

7.3     Not Part of Other Benefits. The benefits provided in this plan shall not be deemed a part of any other benefit provided by the Company to its employees. The Company assumes no obligation to plan Participants except as specified herein. This is a complete statement, along with the Schedules and Appendices attached hereto, of the terms and conditions of the plan.

7.4     Other Plans. Nothing contained herein shall limit the Company or the Compensation Committee's power to grant bonuses to employees of the Company, whether or not Participants in this plan.

7.5     Limitations. Neither the establishment of the plan or the grant of an award hereunder shall be deemed to constitute an express or implied contract of employment for any period of time or in any way abridge the rights of the Company to determine the terms and conditions of employment or to terminate the employment of any employee with or without cause at any time.

7.6     Unfunded Plan. This Plan is unfunded and is maintained by the Company in part to provide deferred compensation to a select group of management and highly compensated employees. Nothing herein shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant.

ARTICLE VIII

Authority

8.1     Plan Adminstration. "Committee" means the Compensation Committee of the Board of Directors of the Company, or if there is none, The Board of Directors. "Administrator" means the Company's Senior Vice President-Human Resources or, if that position is vacant, the Committee. Except as otherwise expressly provided herein, full power and authority to interpret and administer this plan shall be vested in the Committee. The Committee may authorize the Administrator to determine who shall participate in the EVA Bonus Plan, except for the participation of officers. Participation of officers shall require Committee approval. The Committee may from time to time make such decisions and adopt such rules and regulations for implementing the Plan as it deems appropriate for any Participant under the Plan. Any decision taken by the Committee arising out of or in connection with the construction, administration, interpretation and ef fect of the Plan shall be final, conclusive and binding upon all Participants and any person claiming under or through them.

8.2     Board of Directors Authority. The Board shall be ultimately responsible for administration of the plan. References made herein to the "Compensation Committee" assume that the Board of Directors has created a Compensation Committee to administer the Plan. In the event a Compensation Committee is not so designated, the Board shall administer the Plan. The Board or its Compensation Committee, as appropriate, shall work with the CEO of the Company in all aspects of the administration of the Plan.

ARTICLE IX

Notice

9.1     Any notice to be given pursuant to the provisions of the Plan shall be in writing and directed to the appropriate recipient thereof at his business address or office location.

ARTICLE X

Effective Date

10.1     This Plan shall be effective as of July 4, 1993.

ARTICLE XI

Amendments

11.1     This Plan may be amended, suspended or terminated at any time at the sole discretion of the Board upon the recommendation of the Compensation Committee. Provided, however, that no such change in the Plan shall be effective to eliminate or diminish the distribution of any Award that has been allocated to the Bank of a Participant prior to the date of such amendment, suspension or termination. Notice of any such amendment, suspension or termination shall be given promptly to each Participant.

ARTICLE XII

Applicable Law

12.1     This Plan shall be construed in accordance with the provisions of the laws of the State of Wisconsin.

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Exhibit A

Calculation of the Cost of Capital

Inputs Variables:

Risk Free Rate = Average Daily closing yield on U.S. Government 30 Yr. Bonds (for the month of December preceding the Plan Year).

Market Risk Premium = 5.0% (Fixed)

Beta = One (Fixed)

Debt/Capital Ratio = 40% (Fixed)

b = Cost of Debt Capital (Projected & Weighted Average Yield on the Company's Long Term Debt Obligations).

Marginal Tax Rate = 39.0% (Historical Average). However, for exceptions see 2.4(C)

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Calculations:

y = Cost of Equity Capital

= Risk Free Rate + (Beta x Market Risk Premium)

Weighted Average Cost of Capital = [Cost of Equity Capital x (1 - Debt/Capital Ratio)] + [Cost of Debt x (Debt/Capital Ratio) x (1 - Marginal Tax Rate)]

c* = [y x (1 - Debt/Capital)] + [b x (Debt/Capital) x (1 - Marginal Tax Rate)]

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Exhibit B

Participant Classification	Target Bonus Percentage
I	75%
II	50%
III	40%
IV	35%
V	30%
VI	25%
VII	20%
VIII	15%
IX	10%
X	5%
XI	2%

Exhibit C

As of January 1, 2002:

Participation Groups	Expected Improvement in EVA	Leverage Factor
MANITOWOC ICE	500,000	2,000,000
DIVERSIFIED REFRIGERATION	100,000	500,000
BEVERAGE GROUP	1,075,000	3,000,000
REFRIGERATION GROUP	850,000	2,500,000
FOODSERVICE GROUP	1,000,000	3,500,000
MANITOWOC CRANES	1,000,000	3,000,000
POTAIN	2,500,000	7,500,000
FEMCO	200,000	600,000
NCC/MRI	90,000	150,000
MANITOWOC BOOM TRUCKS	700,000	1,750,000
CRANE GROUP	2,200,000	5,500,000
MARINE GROUP	450,000	1,300,000
CORPORATE	1,000,000	7,000,000

EX-10.7(A)

Exhibit 10.7(a)

THE MANITOWOC COMPANY, INC.
1995 Stock Plan

1. PURPOSE

The purpose of this 1995 Stock Plan (the "Plan") is to promote the interests of The Manitowoc Company, Inc. (the "Company") and its stockholders by providing a method whereby key employees of the Company and its subsidiaries who are primarily responsible for the management, growth and financial success of the Company may be offered incentives and rewards which will encourage them to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company and continue to remain in the employ of the Company or its subsidiaries. The Plan permits grants of options to purchase shares of Common Stock, $.01 par value, of the Company ("Common Stock"), grants of limited stock appreciation rights in connection with options and awards of shares of Common Stock that are restricted as provided in Section 6 ("Restricted Shares"). Awards of Restricted Shares may be in lieu of or in addition to grants of options under the Plan. It is intended that options issued under this Pl an shall constitute (a) incentive stock options ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and the treasury regulations promulgated thereunder, to the extent provided in Section 5(a) hereof, or (b) options which do not qualify as incentive stock options ("Non-qualified Stock Options") .

2. SHARES SUBJECT TO PLAN

The total number of shares of Common Stock with respect to which options may be granted and Restricted Shares may be awarded under the Plan shall not exceed *2,531,250 shares, subject to adjustment as provided in Section 7. Shares awarded as Restricted Shares or issued upon exercise of options granted under the Plan may be either authorized and unissued shares or treasury shares. In the event that any Restricted Shares shall be forfeited or any option granted under the Plan shall terminate, expire or be canceled as to any shares of Common Stock, without having been exercised in full, new awards of Restricted Shares may be made or new options may be granted with respect to such shares without again being charged against the maximum share limitations set forth above in this Section 2.

Notwithstanding any other provision of the Plan to the contrary, the maximum number of shares of Common Stock (subject to adjustment under Section 7) subject to award of an option or Restricted Shares that any Participant (as defined in Section 4 hereof) can be granted under the Plan during its term is *675,000 shares.

3. ADMINISTRATION

The Plan shall be administered by the Compensation and Benefits Committee, or any successor Committee (hereinafter called the "Committee"), which shall be appointed by the Board of Directors of the Company (the "Board") and shall consist of such number of directors, not less than three, as shall be determined by the Board, who shall serve at the pleasure of the Board. Each member of the Committee shall at the time of designation and service be a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule or regulation in effect at the time ("Rule 16b-3"), and be an "outside director" within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder.

The Committee, from time to time, may adopt rules and regulations for carrying out the provisions and purposes of the Plan. The interpretation and construction by the Committee of any provisions of, and the determination of any question arising under, the Plan, any such rule or regulation, or any agreement granting options or Restricted Shares under the Plan, shall be final and conclusive and binding on all persons interested in the Plan.

Subject to the terms and conditions of the Plan, the Committee, in its sole discretion, shall determine the Participants to whom options and Restricted Shares shall be granted, the time or times when they shall be granted, when options may be exercised, the number of shares to be awarded as Restricted Shares or to be covered by each option so granted, all other terms and conditions of the grant of options or awards of Restricted Shares, the terms and provisions of the award agreements (which need not be identical) and, with respect to grants of options, which options are to be Incentive Stock Options and which Options are to be Non-qualified Stock Options.

4. ELIGIBILITY

Any key employees of the Company or its present or future subsidiaries ("Participants") as determined by the Committee shall be eligible to receive awards under the Plan. No director who is not an officer or employee of the Company or a subsidiary thereof and no member of the Committee, during the time of his or her service as such, shall be eligible to receive an option or Restricted Shares under the Plan.

5. OPTIONS

All options approved by the Committee under the Plan shall be evidenced by stock option agreements in writing (hereinafter called "option agreements"), in such form as the Committee may from time to time approve, executed on behalf of the Company by one or more members of the Committee. Each such agreement shall be subject to the Plan and, in addition to such other terms and conditions as the Committee may deem desirable, shall provide in substance as follows:

(a) Limitations. The aggregate Fair Market Value (as defined in Section 5(b) hereof) of the shares of Common Stock (determined as of the date of grant) with respect to which Incentive Stock Options may be first exercisable by a Participant during any calendar year under this Plan and all other option plans of the Company and its subsidiaries shall not exceed $100,000; provided, however, that, to the extent permitted by the Code and the Treasury Regulations promulgated thereunder, nothing contained in this Section 5(a) shall be interpreted to prevent a Participant (i) from exercising in any year subsequent to the year in which an Incentive Stock Option first became exercisable the whole or any portion of such Incentive Stock Option not exercised in the year such Incentive Stock Option first became exercisable, or (ii) from exercising Incentive Stock Options in full pursuant to the terms of Section 7(c) hereof. Non-qualified Stock Options may be exercised by a Par ticipant without regard to the limitations stated in the previous sentence.

(b) Number and Price of Shares. Each option agreement shall specify the number of shares of Common Stock covered by such option and the purchase price per share thereof. Such price shall be equal to at least 100% of the fair market value of the shares as of the date such option is granted ("Fair Market Value"). The Fair Market Value of a share of Common Stock shall be the price per share at the close of the prior days trading as reported on the New York Stock Exchange Composite Tape. The option price shall be subject to adjustment as provided in Section 7 hereof.

In the case of a Participant who owns shares of Common Stock representing more than ten percent (10%) of the total combined voting power of all classes of stock the Company (as determined under Section 425(e) and (f) of the Code) at the time an Incentive Stock Option is granted, the Incentive Stock Option price shall not be less than 110% of the Fair Market Value of the shares at the time the Incentive Stock Option is granted.

(c) Time of Exercise. Each option agreement shall set forth the period during which it may be exercised, which shall be determined by the Committee at the time of grant, subject to the Committee's ability to accelerate vesting, provided that each Non-qualified Stock Option shall expire not more than ten years and two days after the date such option is granted and each Incentive Stock Option shall expire not more than ten years after the date such option is granted (the period set forth in each option agreement being hereinafter referred to as "option period").

Notwithstanding the foregoing, if a Participant owns, at the time of grant, stock representing more than 10% of the total combined voting power of all classes of the Company's stock, then no Incentive Stock Option granted to such Participant may have a life of more than five years from the date of grant.

(d) Manner of Exercise. An option may be exercised, subject to its terms and conditions and the terms and conditions of the Plan, subject to the company Insider Trading Policy as outlined in the Corporate Policy Manual, No. 112., in full at any time or in part from time to time by delivery to the Secretary of the Company (or such other designee) of a written notice of exercise specifying the number of shares with respect to which the option is being exercised. Any notice of exercise shall be accompanied by full payment of the option price of the shares being purchased, unless the broker-dealer sale and remittance payment procedure detailed below is utilized in connection therewith. Payment of the option price may be effected in one of the alternative forms specified below:

(i) in cash or cash equivalents;

(ii) with the consent of the Committee (as set forth in the option agreement or otherwise), by delivery of shares of Common Stock held by the Participant for at least six (6) months and having a Fair Market Value on the Exercise Date (as such term is defined below) equal to the option price;

(iii) with the consent of the Committee (as set forth in the option agreement or otherwise), by any combination of shares of Common Stock held for at least six (6) months, valued at Fair Market Value on the Exercise Date, and cash or cash equivalents; or

(iv) by payment effected through a broker-dealer sale and remittance procedure pursuant to which the Participant (a) shall provide irrevocable written instructions to the designated broker/dealer to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, an amount equal to the aggregate option price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (b) shall provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or

(v) by delivery of other any property acceptable to the Committee which has a fair market value, as determined by the Committee, on the Exercise Date equal to the option price and serves as valid consideration for issuance of the Company's Common Stock.

For purposes of this subsection (d), the "Exercise Date" shall be the first date on which there shall have been delivered to the Company: (i) written notice of the exercise of the option and (ii) any representations by the Participant that the Committee should determine are required by Federal or State securities laws.

(e) Termination of Employment. If the employment of a Participant shall terminate by reason of death or Disability, all options held by the Participant which are not yet vested shall be fully and immediately vested as of the effective date of such termination of employment. If the employment of a Participant shall terminate for any reason other than death or Disability, all options held by the Participant which are not vested as of the effective date of such termination of employment shall be immediately forfeited to the Company (and shall once again become available for grant under the Plan). The Committee, in its sole discretion, shall have the right to immediately vest all or any portion of such options, subject to such terms as the Committee, in its sole discretion, deems appropriate; and provided that the maximum exercise period which may be permitted following employment termination is the shorter of: (i) one (1) year; or (ii) the scheduled expiration date of the op tion.

Options which are vested as of the effective date of the Participant's termination of employment may be exercised by the Participant within the period beginning on the effective date of termination of employment, and ending (a) one (1) year following such date in the case of termination by reason of retirement, death or Disability; and ninety (90) days following such date in the case of termination for any other reason.

For purposes of this subsection (e), the term "Disability" has the meaning assigned to that term in the company's Long Term Disability Plan covering exempt salaried employees.

(f) Transferability of Options or Limited Rights. Except as otherwise provided in this paragraph, or as the Committee otherwise provides, the options granted under the Plan and any Limited Right (as hereinafter defined) are not transferable by the Participant other than by will or by the laws of descent and distribution, and during the lifetime of the Participant such options may be exercised only by the Participant or such Participant's legal representative. A Participant may transfer such options to (i) his or her spouse, children or grandchildren ("Immediate Family Members"); (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; or (iii) a partnership in which such Immediate Family Members are the only partners. The transfer will be effective only if the Participant receives no consideration for such transfer. Subsequent transfers of the transferred options are prohibited except transfers to those pers ons or entities to which the participant could have transferred such options, or transfers otherwise in accordance with this paragraph.

(g) Prior Outstanding Options. Each option agreement evidencing an Incentive Stock Option shall provide that, if such Incentive Stock Option is exercisable by its terms, it may be exercised while there is outstanding (within the meaning of Section 422(c) (7) of the Code) any other Incentive Stock Option to purchase shares of Common Stock of the Company or of a corporation which is a subsidiary of the Company or of a predecessor corporation of the Company or such subsidiary.

6. RESTRICTED SHARES.

(a) Awards. The Committee may from time to time in its discretion award Restricted Shares to Participants and shall determine the number of Restricted Shares awarded and the terms and conditions of, and the amount of payment, if any, to be made by the Participant for, such Restricted Shares. Each award of Restricted Shares will be evidenced by a written agreement executed on behalf of the Company by one or more members of the Committee and containing terms and conditions not inconsistent with the Plan as the Committee, in its sole discretion, shall determine to be appropriate.

(b) Restricted Period; Lapse of Restrictions. At the time an award of Restricted Shares is made, the Committee shall establish a period of time (the "Restricted Period") applicable to such award which shall not be less than one year nor more than ten years. Each award of Restricted Shares may have a different Restricted Period. At the time an award is made, the Committee may, in its discretion, prescribe conditions for the incremental lapse of restrictions during the Restricted Period and for the lapse or termination of restrictions upon the occurrence of other conditions in addition to or other than the expiration of the Restricted Period with respect to all or any portion of the Restricted Shares. Such conditions may include, without limitation, the death or disability of the Participant to whom Restricted Shares are awarded, retirement of the Participant pursuant to normal or early retirement under any retirement plan of the Company or any of its subsidiaries, termination by the Company or any of its subsidiaries of the Participant's employment other than for cause or the occurrence of an Acceleration Date (as defined in Section 7(c) hereof). The Committee may also, in its discretion, shorten or terminate the Restricted Period or waive any conditions for the lapse or termination of restrictions with respect to all or any portion of the Restricted Shares at any time after the date the award is made.

(c) Rights of Holder; Limitations Thereon. Upon an award of Restricted Shares, a stock certificate representing the number of Restricted Shares awarded to the Participant shall be registered in the Participant's name and, at the discretion of the Committee, will be either delivered to the Participant with an appropriate legend or held in custody by the Company or a bank for the Participant's account. The Participant shall generally have the rights and privileges of a stockholder as to such Restricted Shares, including the right to vote such Restricted Shares, the right to receive cash dividends, except that the following restrictions shall apply: (i) with respect to each Restricted Share, the Participant shall not be entitled to delivery of an unlegended certificate until the expiration or termination of the Restricted Period, and the satisfaction of any other conditions prescribed by the Committee, relating to such Restricted Share; (ii) with respect to each Restricted Share , such share may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the expiration of the Restricted Period, and the satisfaction of any other conditions prescribed by the Committee, relating to such Restricted Share; and (iii) except as otherwise determined by the Committee, upon termination of employment of a Participant for any reason during the applicable Restricted Period, all of the Restricted Shares as to which restrictions have not at the time lapsed shall be forfeited and all rights of the Participant to such Restricted Shares shall terminate without further obligation on the part of the Company. Upon the forfeiture of any Restricted Shares, such forfeited shares shall be transferred to the Company without further action by the Participant. At the discretion of the Committee, cash and stock dividends with respect to the Restricted Shares may be either currently paid or withheld by the Company for the Participant's account, and interest may be paid on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The Participant shall have the same rights and privileges, and be subject to the same restrictions, with respect to any shares received pursuant to Section 7(h) hereof.

(d) Delivery of Unrestricted Shares. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Shares shall lapse and one or more stock certificates for the appropriate number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, except any that may be imposed by law, to the Participant or the Participant's beneficiary or estate, as the case may be. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the fair market value (determined as of the date the restrictions lapse) of such fractional share to the Participant or the Participant's beneficiary or estate, as the case may be. Prior to or concurrently with the issuance or delivery of an unlegended certificate for Restricted Shares, the Participant shall be required to pay any p ortion of the purchase price of such Restricted Shares then unpaid, if any, and that amount necessary to satisfy applicable Federal, state or local tax requirements.

7. EFFECT OF CERTAIN CHANGES.

(a) If there is any change in the number of shares of Common Stock by reason of a declaration of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend), stock split, recapitalization, or combination or exchange of shares, the number of shares of Common Stock available for options and Restricted Shares and the number of such shares covered by outstanding options, and the price per share of such options, shall be proportionately adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.

(b) In the event of the proposed dissolution or liquidation of the Company, or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off, or spin-off, the Committee may provide that the holder of each option then exercisable shall have the right to exercise such option (at its then option price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation or corporate separation or division by a holder of the number of shares of Common Stock for which such option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division; or the Committee may provide, in the alternative, that each option granted under the Plan shall terminate as of a date to be fixed by the Board, provided that not less than thirty (30) days written notice of the date so fixed shall be given to each Participant, who shall have the right, during the period of thirty (30) days preceding such termination, to exercise the option as to all or any part of the shares of Common Stock covered thereby, including shares as to which such option would not otherwise be exercisable.

(c) If while unexercised options remain outstanding under the Plan (i) any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this subs ection) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar tran saction) in which no "person" (as hereinabove defined) acquires more than 30% of the combined voting power of the Company's then outstanding securities, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, then from and after the date on which public announcement of the acquisition of such percentage shall have been made, or the date on which the change in the composition of the Board set forth above shall have occurred, or the date of any such stockholder approval (any such date being referred to herein as the "Acceleration Date"), all options shall be exercisable in full, whether or not otherwise exercisable, but subject, however, in the case of an Incentive Stock Option, to Section 5 (g) hereof. Following the Acceleration Date, (1) the Committee shall, in the case of a merger, consolidation, liquidation or sale or disposition of assets, promptly make an a ppropriate adjustment to the number and class of shares of Common Stock available for options and Restricted Shares, and to the amount and kind of shares or other securities or property receivable upon exercise of any outstanding options after the effective date of such transaction, and the price thereof, and (2) the Committee may, in its discretion, permit the cancellation of outstanding options in exchange for a cash payment in an amount per share subject to any such option equal to the amount that would be payable pursuant to Section 8(b) hereof upon exercise of a Limited Right (as defined in Section 8(a) hereof) under those circumstances; provided, however, that, for purposes of such cancellation and cash-out, the Acceleration Date shall be restricted in such manner as the Committee may determine is necessary to comply with the conditions and requirements of Rule 16b-3 to prevent short-swing profit liability to the holder thereof under Section 16(b) of the Exchange Act.

(d) Subsections (b) and (c) of this Section 7 shall not apply to a merger or consolidation in which the Company is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock or securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that the holder of each option then exercisable shall have the right to exercise such option solely for the kind and amount of shares of stock and other securit ies (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by the holder of the number of shares of Common Stock for which such option might have been exercised.

(e) In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan.

(f) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(g) Except as hereinbefore expressly provided in this Section 7, the Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the option or the number or price of Restricted Shares. The grant of an option or of Restricted Shares pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all or part of its business or assets.

(h) The Committee may make or provide for such adjustments to the number and class of shares available for awards of Restricted Shares under the Plan or to any outstanding Restricted Shares as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event of changes in the outstanding Common Stock by reason of stock dividends, stock splits, split-ups, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. Any such determination by the Committee shall be conclusive.

8. LIMITED RIGHTS

(a) The Committee shall have authority to grant a limited stock appreciation right (a "Limited Right") to the holder of any option with respect to all or some of the shares of Common Stock covered by such option. A Limited Right may be granted either at the time of grant of the related option or any time thereafter during its term. Each Limited Right shall be exercisable only if, and to the extent that, the related option is exercisable pursuant to Section 7(c) hereof or otherwise, and, in the case of a Limited Right granted in respect of an Incentive Stock Option, only when the Fair Market Value per share of Common Stock exceeds the option price per share. Notwithstanding the provisions of the two immediately preceding sentences, no Limited Right may be exercised until the expiration of six (6) months from the date of grant of the Limited Right. Upon the exercise of a Limited Right, the related option shall cease to be exercisable to the extent of the shares of Common Stock with respect to which such Limited Right is exercised, but shall be considered to have been exercised to that extent for purposes of determining the number of shares of Common Stock available for the grant of further stock options and Rights or the award of further Restricted Shares pursuant to this Plan. Upon the exercise or termination of an option, the Limited Right with respect to such option shall terminate to the extent of the shares of Common Stock with respect to which such option was exercised or terminated.

(b) Upon the exercise of a Limited Right, the holder thereof shall receive in cash whichever of the following amounts is applicable.

(i) in the case of an exercise of Limited Rights by reason of an acquisition of Common Stock described in Section 7(c)(i) hereof, an amount equal to the Acquisition Spread (as defined in Section 8(d) hereof);

(ii) in the case of an exercise of Limited Rights by reason of the change in composition of the Board of Directors described in Section 7(c)(ii), an amount equal to the Spread (as defined in Section 8(e) hereof);

(iii) in the case of an exercise of Limited Rights by reason of stockholder approval of a merger described in Section 7(c)(iii), an amount equal to the Merger Spread (as defined in Section 8(g) hereof); or

(iv) in the case of an exercise of Limited Rights by reason of stockholder approval of a plan or agreement described in Section 7(c)(iv), an amount equal to the Liquidation Spread (as defined in Section 8(i) hereof).

Notwithstanding the foregoing, in the case of a Limited Right granted in respect of an Incentive Stock Option, the holder may not receive an amount in excess of such amount as will enable such option to qualify as an Incentive Stock Option.

(c) The term "Acquisition Price per Share" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of an acquisition of Common Stock described in Section 7(c) (i), the greater of (i) the highest price per share shown on the Statement on Schedule 13D or amendment thereto filed by the holder of 30% (or such greater percentage as shall be required in order for the exemptions available under Rule l6b-3 to continue to be applicable to the Plan) or more of the Company's Common Stock which gives rise to the exercise of such Limited Right, and (ii) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date such Limited Right is exercised. Any securities or property which are part or all of the consideration paid for shares of Common Stock in such acquisition shall be valued in determining the Acquisition Price per share at the higher of (A) the valuation placed on such securities or property by the corpora tion, person or other entity having such consideration or (B) the valuation placed on such securities or property by the Committee.

(d) The term "Acquisition Spread" as used in this Section 8 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Acquisition Price per Share over (B) the option price per share of Common Stock at which the related option is exercisable, by (ii) the number of shares of Common Stock with respect to which the Limited Right is being exercised.

(e) The term "Spread" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of a change in the composition of the Board described in Section 7(c) (ii), an amount equal to the product computed by multiplying (i) the excess of (A) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date the Limited Right is exercised over (B) the option price per share of Common Stock at which the related option is exercisable, by (ii) the number of shares of Common Stock with respect to which such Limited Right is being exercised.

(f) The term "Merger Price per Share" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of stockholder approval of an agreement described in Section 7(c) (iii), the greater of (i) the fixed or formula price for the acquisition of shares of Common Stock specified in such agreement if such fixed or formula price is determinable on the date on which such Limited Right is exercised, and (ii) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date such Limited Right is exercised. Any securities or property which are part or all of the consideration for the acquisition of shares of Common Stock specified in such agreement shall be valued in determining the Merger Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity paying such consideration or (B) the valuation placed on such securities or property by the Committee.

(g) The term "Merger Spread" as used in this Section 8 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Merger Price per Share over (B) the option price per share of Common Stock at which the related option is exercisable, by (ii) the number of shares of Common Stock with respect to which the Limited Right is being exercised.

(h) The term "Liquidation Price per Share" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of stockholder approval of a plan or agreement described in Section 7(c)(iv), the greater of (i) the fixed or formula price for the acquisition of shares of Common Stock specified in such plan or agreement if such fixed or formula price is determinable on the date on which such Limited Right is exercised, and (ii) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date such Limited Right is exercised. Any securities or property which are part or all of the consideration for the acquisition of shares of Common Stock specified in such plan or agreement shall be valued in determining the Liquidation Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity paying such consideration or (B) the valuation placed on such securities or property by the Committee.

(i) The term "Liquidation Spread" as used in this Section 8 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Liquidation Price per Share over (B) the option price per share of Common Stock at which the related option is exercisable, by (ii) the number of shares of Common Stock with respect to which the Limited Right is being exercised.

9. FINANCING OF EXERCISE OF OPTIONS AND PURCHASE OF RESTRICTED SHARES

To the extent permitted by the regulations of the Federal Reserve Board governing margin requirements in effect at the time of exercise of any option or purchase of any Restricted Shares (including any exemption from margin requirements for employee stock option plans if such exemption is available), the Company may extend credit, or arrange for the extension of credit, to each Participant who exercises an option or purchases Restricted Shares,at the time of such exercise or purchase, to assist the Participant in the purchase of stock. Such credit will be collateralized by the stock purchased and will be in an amount not greater than the lesser of (i) the option or purchase price of the stock or (ii) the amount of credit permitted by regulations of the Federal Reserve Board. The rate of interest, terms of repayment and provisions for release of collateral with respects to each such credit will be as determined by the Committee at the time the credit is extended, but in any event shal l be in accordance with any applicable regulations of the Federal Reserve Board.

10. SUBSIDIARY

For purposes of the Plan, a subsidiary of the Company shall be any corporation which at the time qualifies as a subsidiary thereof under the definition of "subsidiary corporation" contained in Section 425 of the Code, as the same may be amended from time to time. A transfer of employment from the Company to such a subsidiary or vice versa or between two such subsidiaries shall not be deemed a termination of employment.

11. GOVERNMENT REGULATIONS

The Plan, the award or purchase of Restricted Shares and the grant and exercise of options and Limited Rights hereunder, and the Company's obligation to sell and deliver shares of stock pursuant to any such award, purchase or exercise, shall be subject to all applicable Federal and state laws, rules and regulations and to such approvals by any regulatory or government agency as may be required. The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock prior to (i) the admission of such shares to listing on any stock exchange on which the Common Stock may then be listed and (ii) the completion of any registration or other qualification of such shares under any state or Federal law or rulings or regulations of any government body, which the Company shall, in its sole discretion, determine to be necessary or advisable.

12. TERM OF THE PLAN

The effective date of the Plan shall be May 22, 1995, subject, however, to the approval by the stockholders of the Company at the next annual meeting of stockholders, or any adjustment or postponement thereof, within twelve months following the date of adoption of the Plan by the Board, and any and all awards made under the Plan prior to such approval shall be subject to such approval. The Plan shall terminate ten years from the effective date or on such earlier date as may be determined by the Board of Directors. In any case, termination shall be deemed to be effective as of the close of business on the day of termination. No option or Limited Right may be granted, and no Restricted Shares may be awarded, after such termination. Termination of the Plan, however, shall not affect outstanding options, Limited Rights or Restricted Shares which have been granted prior to such termination, and all unexpired options, Limited Rights and Restricted Shares shall continue in force and operat ion after termination of the Plan except as they may lapse or terminate by their own terms and conditions and the terms of the Plan shall continue to apply to such options, Limited Rights and Restricted Shares.

13. AMENDMENT OF THE PLAN

The Board of Directors of the Company at any time and from time to time may suspend or amend the Plan in any respect; provided, however, that no amendment which requires stockholder approval in order for the exemptions available under Rule 16b-3 to continue to be applicable to the Plan shall be effective unless the same shall be approved by the stockholders of the Company entitled to vote thereon. Without the written consent of the applicable Participant, no amendment, modification, suspension or termination of the Plan may adversely affect any option, Limited Right or Restricted Shares previously granted under the Plan; but it shall be conclusively presumed that any adjustment for change as provided in Section 7 does not adversely affect any such right.

14. GENERAL

(a) Governing Law. The Plan and all determinations made and actions taken pursuant thereto shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.

(b) Rule 16b-3 Six Month Limitations. To the extent required in order to comply with Rule 16b-3 only, any equity security offered pursuant to the Plan may not be sold for at least six months after acquisition, except in the case of death or disability, and any derivative security issued pursuant to the Plan shall not be exercisable for at least six months, except in the case of death or disability of the holder thereof. Terms used in the preceding sentence shall, for the purposes of such sentence only, have the meanings, if any, assigned or attributed to them under Rule 16b-3.

EX-10.7(B)

Exhibit 10.7(b)

THE MANITOWOC COMPANY, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(as amended through July 22, 2002)

Section 1.     Purpose

     The purpose of The Manitowoc Company, Inc. 1999 Non-employee Director Stock Option Plan is to promote the long-term growth and financial success of The Manitowoc Company, Inc. The Plan is intended to secure for the Company and its shareholders the benefits of the long-term incentives inherent in increased common stock ownership by members of the Board of Directors of the Company who are not employees of the Company or its Affiliates. It is intended that the Plan will induce and encourage highly experienced and qualified individuals to serve on the Board and assist the Company in promoting a greater identity of interest between the Company's non-employee directors and the shareholders of the Company.

Section 2.     Definitions

     The following terms shall have the respective meanings set forth below, unless the context otherwise requires:

     (a)     "Affiliate" shall mean any corporation, partnership, joint venture, or other entity in which the Company holds an equity, profit, or voting interest of more than fifty percent (50%).

     (b)     "Annual Meeting of the Shareholders" shall mean the annual meeting of shareholders of the Company held each calendar year.

     (c)     "Board" shall mean the Board of Directors of the Company.

     (d)     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e)     "Company" shall mean The Manitowoc Company, Inc., a Wisconsin corporation, together with any successor thereto.

     (f)     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

     (g)     "Fair Market Value per Share" shall mean for any day the last sale price at which a Share traded as reported on the composite tape by the New York Stock Exchange on the business day immediately preceding such day, or, if there were no trades of Shares on the composite tape on such business day, on the most recent preceding business day on which there were trades. Or, if Shares are not listed or admitted to trading on the New York Stock Exchange when the determination of fair market value is to be made, Fair Market Value per Share shall be the mean between the highest and lowest reported sales prices of Shares on that date on the principal exchange on which the Shares are then listed. If the Shares are not listed on any national exchange Fair Market Value per Share shall be the amount determined in good faith by the Board to be the fair market value of a Share at the relevant time.

     (h)     "Non-employee Director" shall mean a member of the Board who is not an employee of the Company or any Affiliate.

     (i)     "Option" shall mean a stock option granted hereunder to a Non-employee Director. An Option shall either be a "First Option," granted when a Non-employee Director is initially elected to the Board, or an "Annual Option," granted annually, thereafter, to each continuing Non-employee Director.

     (j)     "Option Agreement" shall mean any written agreement, contract, or other instrument or document evidencing any Option granted under the Plan.

     (k)     "Plan" shall mean The Manitowoc Company, Inc. 1999 Non-employee Director Stock Option Plan.

     (l)     "Shares" shall mean shares of common stock of the Company, $.01 par value, and such other securities or property as may become subject to Options pursuant to an adjustment made under Section 4(b) of the Plan.

Section 3.     Plan Operation

     (a)     The Plan is intended to meet the "formula" plan requirements of Rule 16b-3 (or any successor provision thereto), as interpreted, adopted under the Exchange Act and accordingly is intended to be self-governing.

     (b)     The Board shall have no discretion to select the Non-employee Directors to receive Option grants under the Plan, to determine the number of Shares subject to the Plan or to each grant, nor the exercise price of the Options granted pursuant to the Plan.

     (c)     The Plan shall be administered by the Board. The Board may, by resolution, delegate part or all of its administrative powers with respect to the Plan.

     (d)     The Board shall have all of the powers vested in it by the terms of the Plan, such powers to include the authority, within the limits prescribed herein, to establish the form of the agreement embodying grants of Options made under the Plan.

     (e)     The Board shall, subject to the provisions of the Plan, have the power to construe the Plan, to determine all questions arising thereunder and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable, such administrative decisions of the Board to be final and conclusive.

     (f)     Except to the extent prohibited by applicable law, the Board may authorize any one or more of their number or the Secretary or any other officer of the Company to execute and deliver documents on behalf of the Board. The Board hereby authorizes the Secretary to execute and deliver all documents to be delivered by the Board pursuant to the Plan.

Section 4.     Shares Available for Options

     (a)     Subject to adjustment as provided in Section 4(b):

          (i)     The number of Shares with respect to which Options may be granted under the Plan shall be 125,000. If, after the effective date of the Plan, an Option terminates, expires or is canceled prior to the delivery of all of the Shares issuable thereunder, then the number of Shares counted against the number of Shares available under the Plan in connection with the grant of such Option, to the extent of any such termination, expiration or cancellation, shall again be available for granting of additional Options under the Plan. If the Exercise Price of any Option granted under the Plan is satisfied by tendering Shares (by either actual delivery or by attestation), only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

          (ii)     The number of Shares covered by an Option under the Plan shall be counted on the date of grant of such Option against the number of Shares available for granting Options under the Plan.

          (iii)     Any Shares delivered pursuant to the exercise of an Option may consist, in whole or in part, of authorized and unissued Shares or of treasury shares.

     (b)     In the event that the Board shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event (collectively referred to as "Events") affects the Shares such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board may, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares subject to the Plan and which thereafter may be made the subjec t of Options under the Plan; (ii) the number and type of Shares subject to outstanding Options; and (iii) the exercise price with respect to any Option (collectively referred to as "Adjustments"); provided, however, that Options subject to grant or previously granted to Non-employee Directors under the Plan at the time of any such Event shall be subject to only such Adjustments as shall be necessary to maintain the proportionate interest of the Non-employee Directors and preserve, without exceeding, the value of such Options; and provided further that the number of Shares subject to any Option shall always be a whole number.

Section 5.     Nonqualified Stock Option Awards to Non-employee Directors

     (a)     Non-employee Directors shall automatically be granted Options under the Plan in the manner set forth in this Section 5 for no cash consideration. A Non-employee Director may hold more than one Option under the Plan in his or her capacity as a Non-employee Director of the Company, but only on the terms and subject to the conditions set forth herein. All options granted to Non-employee Directors pursuant to the Plan shall be nonqualified stock options which do not qualify for special tax treatment under Code Sections 421 or 422.

     (b)     By and simultaneously with the adoption of the Plan by the Board, subject to approval of the Plan by the shareholders of the Company, each Non-employee Director at such time shall be granted an Option to purchase three thousand (3,000) Shares under the Plan (the "First Option"). Thereafter, on the date on which a Non-employee Director, other than a Non-employee Director who was serving as a director of the Company on the date of shareholder approval, is first elected or appointed as a director of the Company during the existence of the Plan, such Non-employee Director shall automatically be granted an Option to purchase three thousand (3,000) Shares under the Plan.

     (c)     Following the date of grant of the First Option, on the date of the first Board meeting occurring in each calendar year prior to the 2001 calendar year, each continuing Non-employee Director of the Board shall be granted an additional Option to purchase one thousand five hundred (1,500) Shares under the Plan. (the "Initial Annual Option"). Following the date of grant of the First Option, on the date of the first Board meeting occurring in each calendar year after the 2000 calendar year and prior to the 2003 calendar year, each continuing Non-employee Director of the Board shall be granted an additional Option to purchase three thousand (3,000) Shares under the Plan (the "First Revised Annual Option"). Following the date of grant of the First Option, on the date of the first Board meeting occurring in each calendar year after the 2002 calendar year, each continuing Non-employee Director of the Board shall be granted an additional Option to purchase five thousand (5,000) Shares under the Plan (the "Second Revised Annual Option"). Annual Options are not made concurrently with First Options and a Non-employee Director must be continuing in office in order to be eligible to receive an Annual Option.

     (d)     The automatic grants to Non-employee Directors shall not be subject to the discretion of any person.

     (e)     Each Option granted under the Plan shall be evidenced by a written Agreement. Each Agreement shall be subject to, and incorporate, by reference or otherwise, the applicable terms of this Plan.

     (f)     No Option shall be granted under the Plan after the tenth anniversary of the effective date of the Plan. However, the term of any Option theretofore granted may extend beyond such date.

     (g)     Notwithstanding the provisions of Section 5(b), Options shall automatically be granted to Non-employee Directors under the Plan only for so long as the Plan remains in effect and a sufficient number of Shares are available hereunder for the granting of such Options.

     (h)     No Option, and no right under such Option, shall be assignable, alienable, saleable or transferable by a Non-employee Director otherwise than by will or by the laws of descent and distribution other than with the prior approval of the Board. Each Option shall be exercisable, during the lifetime of the Non-employee Director, only by such individual or, if permissible under applicable law, by such individual's guardian or legal representative. No Options may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

Section 6.     Exercise Price.

      (a)     The price per Share of the Company's common stock which may be purchased upon exercise of an Option ("Exercise Price") shall be one hundred percent (100%) of the Fair Market Value per Share on the date the Option is granted and shall be payable in full at the time the Option is exercised as follows (except that, in the case of an exercise under paragraph (iii), payment may be made as soon as practicable after the exercise):

          (i)     in cash or by certified check,

          (ii)     by delivery to the Company of Shares which shall have been owned for at least six (6) months and have a Fair Market Value per Share on the date of surrender equal to the Exercise Price, or

          (iii)      by delivery to the Company of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company from sale or loan proceeds the amount required to pay the exercise price.

     (b)     Such Exercise Price shall be subject to adjustment as provided in Section 4(b) hereof.

Section 7.     Duration and Vesting of Options.

     (a)     The term of each Option granted to a Non-employee Director shall be for ten (10) years from the date of grant, unless terminated earlier pursuant to the provisions of Section 8 hereof.

     (b)     Except as otherwise provided in Section 8 hereof, each Option shall vest and become exercisable according to the following schedule:

          (i)      twenty-five percent (25%) of the total number of Shares covered by the Option shall become exercisable beginning with the first anniversary date of the grant of the Option;

          (ii)     thereafter twenty-five percent (25%) of the total number of Shares covered by the Option shall become exercisable on each subsequent anniversary date of the grant of the Option until the fourth anniversary date of the grant of the Option upon which the total number of Shares covered by Option shall become exercisable.

Section 8.     Effect of Termination of Membership on the Board.

     (a)     The right to exercise an Option granted to a Non-employee Director shall be limited as follows, provided the actual date of exercise is in no event after the expiration of the term of the Option:

          (i)     If a Non-employee Director ceases being a director of the Company for any reason other than the reasons identified in subparagraph (b) of this Section 8, the Non-employee Director shall have the right to exercise the Options as follows, subject to the condition that no Option shall be exercisable after the expiration of the term of the Option:

               (A)     If the Non-employee Director was a member of the Board of Directors of the Company for five (5) or more years, all outstanding Options become immediately exercisable upon the date the Non-employee Director ceases being a director for any reason. The Non-employee Director may exercise the Options for a period of thirty-six (36) months from the date the Non-employee Director ceases to be a director, provided that if the Non-employee Director dies while serving as a director or before such thirty-six (36) month period has expired, the Options may be exercised by the Non-employee Director's legal representative or any person who acquires the right to exercise an Option by reason of the Non-employee Director's death for a period of twelve (12) months from the date of the Non-employee Director's death.

               (B)     If the Non-employee Director was a member of the Board of Directors of the Company for fewer than five (5) years, the Non-employee Director may exercise the Options, to the extent they were exercisable at the date the Non-employee Director ceases to be a member of the Board for any reason, for a period of thirty (30) days following the date the Non-employee Director ceased being a director, provided that if the Non-employee Director dies while serving as a director or before such thirty (30) day period has expired, the Options may be exercised by the Non-employee Director's legal representative, or any person who acquires the right to exercise an Option by reason of the Non-employee Director's death, for a period of twelve (12) months from the date of the Non-employee Director's death.

               (C)     In the event any Option is exercised by the executors, administrators, legatees, or distributees of the estate of a deceased optionee, the Company shall be under no obligation to issue stock thereunder unless and until the Company is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the deceased optionee's estate or the proper legatees or distributees thereof.

     (b)     If a Non-employee Director ceases being a director of the Company due to an act of

          (i)     fraud or intentional misrepresentation or

          (ii)     embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate of the Company or

          (iii)     any other gross or willful misconduct as determined by the Board, in its sole and conclusive discretion,

all Options granted to such Non-employee Director shall immediately be forfeited as of the date of the misconduct.

Section 9.     Amendment and Termination of the Plan

     (a)     The Board may at any time amend, alter, suspend, discontinue or terminate the Plan.

     (b)     Termination of the Plan shall not affect the rights of Non-employee Directors with respect to Options previously granted to them, and all unexpired Options shall continue in force and effect after termination of the Plan, except as they may lapse or be terminated by their own terms and conditions. Any amendment to the Plan shall become effective when adopted by the Board, unless specified otherwise.

     (c)     Rights and obligations under any Option granted before any amendment of this Plan shall not be materially and adversely affected by amendment of the Plan, except with the consent of the person who holds the Option, which consent may be obtained in any manner that the Board deems appropriate.

Section 10.     General Provisions

     (a)     Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements for Non-employee Directors, and such arrangements may be either generally applicable or applicable only in specific cases.

     (b)     The grant of an Option to a Non-employee Director pursuant to the Plan shall confer no right on such Non-employee Director to continue as a director of the Company. Except for rights accorded under the Plan, Non-employee Directors shall have no rights as holders of Shares as a result of the granting of Options hereunder.

     (c)     Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.

     (d)     To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares, the issuance may be effected on a non-certificated basis, to the extent no prohibited by applicable law or the applicable rules of any stock exchange.

     (e)     The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State of Wisconsin and applicable federal law.

     (f)     Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision hereof.

     (g)     The Plan shall be effective as of the date of adoption of the Plan by the Board, February 16, 1999, subject to approval of the Plan by the shareholders of the Company.

EX-10.7(C)

Exhibit 10.7(c)

THE MANITOWOC COMPANY, INC.
2003 INCENTIVE STOCK AND AWARDS PLAN

1.     Purpose and Construction.

(a)     Purpose. The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan has two complementary purposes: (i) to attract and retain outstanding people as officers, employees, consultants and advisors and (ii) to increase shareholder value. The Plan will provide participants incentives to increase shareholder value by offering the opportunity to acquire shares of the Company's common stock, receive monetary payments based on the value of such common stock, or receive other incentive compensation, on the potentially favorable terms that this Plan provides.

(b)     Definitions. All capitalized terms used in this Plan have the meanings given in Section 13.

2.     Administration.

(a)     Committee Administration. The Committee has full authority to administer this Plan, including the authority to (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any inconsistency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect, and (iv) make all other determinations necessary or advisable for the administration of this Plan. A majority of the members of the Committee will constitute a quorum, and a majority of the Committee's members present at a meeting at which a quorum is present must make all determinations of the Committee. The Committee may make any determination under this Plan without notice or meeting of the Committee by a writing that a majority of the Committee members have signed. All Committee determinations are final and b inding.

(b)     Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board or to one or more officers of the Company any or all of the authority and responsibility of the Committee. However, no such delegation is permitted with respect to individuals who are Section 16 Participants at the time any such delegated authority or responsibility is exercised. The Board also may delegate to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants. If the Board has made such a delegation, then all references to the Committee in this Plan include such other committee or one or more officers to the extent of such delegation.

(c)     No Liability. No member of the Committee, and no officer to whom a delegation under subsection (b) has been made, will be liable for any act done, or determination made, by the individual in good faith with respect to the Plan or any Award. The Company will indemnify and hold harmless such individual to the maximum extent that the law and the Company's bylaws permit.

3.     Eligibility. The Committee may designate from time to time the Participants to receive Awards under this Plan. The Committee's designation of a Participant in any year will not require the Committee to designate such person to receive an Award in any other year. The Committee may consider such factors as it deems pertinent in selecting a Participant and in determining the types and amounts of Awards. In making such selection and determination, factors the Committee may consider include: (a) the Company's financial condition; (b) anticipated profits for the current or future years; (c) the Participant's contributions to the profitability and development of the Company; and (d) other compensation provided to the Participant.

4.     Discretionary Grants of Awards.

(a)     Terms and Conditions of Awards. Subject to the terms of this Plan, the Committee has full power and authority to determine: (i) the type or types of Awards to be granted to each Participant; (ii) the number of Shares with respect to which an Award is granted to a Participant, if applicable; and (iii) any other terms and conditions of any Award granted to a Participant. If the employment of a Participant shall terminate by reason of death or Disability, as to Awards held by the Participant as of the effective date of such termination of employment, all Options and SARs which are not yet vested shall be fully and immediately vested and exercisable, all restrictions on Restricted Stock shall be accelerated and deemed to have lapsed, and all Performance Goals applicable to Performance Shares or Performance Units shall be deemed to have been achieved. If the employment of a Participant shall terminate for any reason other than death or Disability, as t o Awards held by the Participant of the effective date of such termination of employment, unless the Committee, in its sole discretion, shall otherwise determine, all nonvested Options and SARs, Restricted Stock as to which all restrictions have not lapsed, and all Performance Shares and Performance Units for which the Performance Goals have not been fully satisfied shall be immediately forfeited. If the Committee determines not to require such immediate forfeiture, then the maximum exercise period which may be permitted for Options and SARs following such employment termination shall be the shorter of one year or the scheduled expiration date of the Award.

(b)     Single or Tandem Awards. Awards under this Plan may be granted either alone or in addition to, in tandem with, or in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate). Tandem Awards may be granted either at the same time as, or at different times from, the grant of the other Awards (or awards) to which they relate.

5.     Shares Reserved under this Plan.

(a)     Plan Reserve. An aggregate of 3,000,000 Shares are reserved for issuance under this Plan. As to Awards that are (i) Restricted Stock, (ii) Performance Shares, or (iii) Performance Units that are paid in Shares or the value of which is based on the Fair Market Value of Shares, the Company may not issue, or make payments as to, more than 1,000,000 Shares in the aggregate. The limitations of this subsection are subject to adjustments as provided in Section 11.

(b)     Replenishment of Shares Under this Plan. The number of Shares reserved for issuance under this Plan shall be reduced only by the number of Shares delivered in payment or settlement of Awards. If an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the Award, then the Shares subject to, reserved for or delivered in payment in respect of such Award may again be used for new Awards under this Plan as determined under subsection (a), including issuance as Restricted Stock or pursuant to incentive stock options. If Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, if Shares are used in connection with the satisfaction of tax obligations relating to an Award, or if previously owned Shares are delivered to the Company in payment of the exercise price of an Award, then the Shares subject to, reserved for or delivered in payment in respect of such Award may again be used for new Awards under this Plan as determined under subsection (a), including issuance as Restricted Stock, but such shares may not be issued pursuant to incentive stock options.

(c)     Addition of Shares from Predecessor Plan. After the Effective Date of this Plan, if any Shares subject to awards granted under The Manitowoc Company, Inc. 1995 Stock Plan would again become available for new grants under the terms of such prior plan if the prior plan were still in effect, then those Shares will be available for the purpose of granting Awards under this Plan, thereby increasing the Shares available under this Plan as determined under the first sentence of subsection (a). Any such Shares will not be available for future awards under the terms of such prior plan.

(d)     Participant Limitations. Subject to adjustment as provided in Section 11, no Participant may be granted Awards under this Plan that could result in such Participant: (i) receiving in any single fiscal year of the Company Options, with or without any related Stock Appreciation Rights, or Stock Appreciation Rights not related to Options, for more than 300,000 Shares, (ii) receiving Awards of Restricted Stock in any single fiscal year of the Company relating to more than 200,000 Shares, (iii) receiving Performance Shares in any single fiscal year of the Company relating to more than 200,000 Shares; (iv) receiving Awards of Performance Units in any single fiscal year of the Company with a designated dollar value that exceeds $3,000,000 and/or receiving Awards of Performance Units in any single fiscal year of the Company, the value of which is based on the Fair Market Value of Shares, relating to more than 200,000 Shares. In all cases, determin ations under this Section 5 shall be made in a manner that is consistent with the exemption for performance-based compensation that Code Section 162(m) provides.

6.     Options and Stock Appreciation Rights.

(a)     Eligibility for Options. The Committee may grant Options to any Participant it selects. The Committee must specify whether the Option is an incentive stock option or a nonqualified stock option, but only employees of the Company or a Subsidiary may receive grants of incentive stock options.

(b)     Exercise Price of Options. For each Option, the Committee will establish the exercise price, which may not be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant. The Committee shall also determine the method or methods by which, and the forms or forms, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect to any Option may be made or deemed to have been made.

(c)     Terms and Conditions of Options. Subject to the terms of the Plan, an Option will be exercisable at such times and subject to such conditions as the Committee specifies, except that the Option must terminate no later than ten (10) years after the date of grant. In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section 422 except to the extent the Committee determines otherwise.

(d)     Eligibility and Exercise Price for Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Participant it selects. Each Stock Appreciation Right may relate to all or a portion of a specific Option granted under the Plan and may be granted concurrently with the Option to which it relates or at any time prior to the exercise, termination or expiration of such Option (a "Tandem SAR"), or may be granted independently of any Option, as determined by the Committee. If the Stock Appreciation Right is granted independently of an Option, the exercise price of such Stock Appreciation Right shall be the Fair Market Value of a Share on the date of grant; provided, however, that the Committee may, in its discretion, fix an exercise price in excess of the Fair Market Value of a Share on such grant date.

(e)     Upon Exercise of a Stock Appreciation Right. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive, without payment to the Company, either (A) that number of Shares determined by dividing (i) the total number of Shares subject to the Stock Appreciation Right being exercised by the Participant, multiplied by the amount by which the Fair Market Value of a Share on the day the right is exercised exceeds the exercise price (such amount being hereinafter referred to as the "Spread"), by (ii) the Fair Market Value of a Share on the exercise date; or (B) cash in an amount determined by multiplying (i) the total number of Shares subject to the Stock Appreciation Right being exercised by the Participant, by (ii) the amount of the Spread; or (C) a combination of Shares and cash, in amounts determined as set forth in clauses (A) and (B) above, as determined by the Committee in its sole discretion; provided, however, that, in the c ase of a Tandem SAR, the total number of Shares which may be received upon exercise of a Stock Appreciation Right for Common Stock shall not exceed the total number of Shares subject to the related Option or portion thereof, and the total amount of cash which may be received upon exercise of a Stock Appreciation Right for cash shall not exceed the Fair Market Value on the date of exercise of the total number of Shares subject to the related Option or portion thereof.

(f)     Terms and Conditions of Stock Appreciation Rights. Subject to the terms of the Plan, a Stock Appreciation Right will be exercisable at such times and subject to such conditions as the Committee specifies; provided, however, that a Tandem SAR shall not be exercisable prior to or later than the time the related Option could be exercised; and provided, further, that in any event a Stock Appreciation Right shall terminate no later than ten (10) years after the date of grant.

(g)     Tandem SARs and Options. With respect to Options issued with Tandem SARs, the right of a Participant to exercise the Tandem SAR shall be cancelled if and to the extent the related Option is exercised, and the right of a Participant to exercise an Option shall be cancelled if and to the extent that Shares covered by such Option are used to calculate shares or cash received upon exercise of the Tandem SAR.

7.     Restricted Stock, Performance Shares and Performance Units.

(a)     Eligibility for Restricted Stock, Performance Shares and Performance Units. The Committee may grant awards of Restricted Stock, Performance Shares or Performance Units to Participants the Committee selects.

(b)     Terms and Conditions. Subject to the terms of the Plan, each award of Restricted Stock, Performance Shares or Performance Units may be subject to such terms and conditions as the Committee determines appropriate, including, without limitation, a condition that one or more Performance Goals be achieved for the Participant to realize all or a portion of the benefit provided under the Award. However, an award of Restricted Stock that requires the achievement of Performance Goals must have a restriction period of at least one year, and an award of Restricted Stock that is not subject to Performance Goals must have a restriction period of at least three years. The Committee may determine to pay Performance Units in cash, in Shares, or in a combination of cash and Shares.

8.     Transferability. Except as otherwise provided in this Section, or as the Committee otherwise provides, each Award granted under this Plan is not transferable by a Participant other than by will or the laws of descent and distribution, and during the lifetime of the Participant such Awards may be exercised only by the Participant or the Participant's legal representative or by the permitted transferee of such Participant as hereinafter provided (or by the legal representative of such permitted transferee). A Participant may transfer Awards to (i) his or her spouse, children or grandchildren ("Immediate Family Members"); (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; or (iii) a partnership in which such Immediate Family Members are the only partners. The transfer will be effective only if the Participant receives no consideration for such transfer. Subsequent transfers of transferred Awards are prohibited except transfe rs to those persons or entities to which the Participant could have transferred such Awards, or transfers otherwise in accordance with this Section.

9.     Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.

(a)     Term of Plan. This Plan will terminate on, and no Award may be granted after, the ten (10) year anniversary of the Effective Date, unless the Board earlier terminates this Plan pursuant to subsection (b).

(b)     Termination and Amendment. The Board may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:

(i)     shareholders must approve any amendment of this Plan if required by: (A) the rules and/or regulations promulgated under Section 16 of the Exchange Act (for this Plan to remain qualified under Rule 16b-3), (B) the Code or any rules promulgated thereunder (to allow for incentive stock options to be granted under this Plan or to enable the Company to comply with the provisions of Code Section 162(m) so that the Company can deduct compensation in excess of the limitation set forth in that section), or (C) the listing requirements of the New York Stock Exchange or any principal securities exchange or market on which the Shares are then traded (to maintain the listing or quotation of the Shares on that exchange); and

(ii)     shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 5(a) or 5(d) (except as permitted by Section 11); (B) an amendment to shorten the restriction periods specified in Section 7(b); or (C) an amendment to the provisions of Section 9(e).

(c)     Amendment, Modification or Cancellation of Awards. Except as provided in subsection (e) and subject to the requirements of this Plan, the Committee may waive any restrictions or conditions applicable to any Award or the exercise of the Award, and the Committee may modify, amend, or cancel any of the other terms and conditions applicable to any Awards by mutual agreement between the Committee and the Participant or any other persons as may then have an interest in the Award, so long as any amendment or modification does not increase the number of Shares issuable under this Plan (except as permitted by Section 11), but the Committee need not obtain Participant (or other interested party) consent for the cancellation of an Award pursuant to the provisions of Section 11(a). Notwithstanding anything to the contrary in this Plan, the Committee shall have sole discretion to alter the selected Performance Goals subject to shareholder approval, to the extent required to qualify an Award for the performance-based exemption provided by Code Section 162(m) (or any successor provision thereto). Notwithstanding the foregoing, in the event the Committee determines it is advisable to grant an Award which does not qualify for the performance-based exemption under Code Section 162(m) (or any successor thereto), the Committee may make such grants without satisfying the requirements therefor.

(d)     Survival of Committee Authority and Awards. Notwithstanding the foregoing, the authority of the Committee to administer this Plan and modify or amend an Award may extend beyond the date of this Plan's termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

(e)     Repricing Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 11, neither the Committee nor any other person may decrease the exercise price for any outstanding Option or Stock Appreciation Right granted under this Plan after the date of grant nor allow a Participant to surrender an outstanding Option or Stock Appreciation Right granted under this Plan to the Company as consideration for the grant of a new Option or Stock Appreciation Right with a lower exercise price.

(f)     Foreign Participation. To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 9(b)(ii).

10.     Taxes. The Company is entitled to withhold the amount of any tax attributable to any amount payable or Shares deliverable under this Plan after giving the person entitled to receive such amount or Shares notice as far in advance as practicable, and the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction. The Committee may permit a Participant to pay all or a portion of the federal, state and local withholding taxes arising in connection with (a) the exercise of a nonqualified stock option, (b) a disqualifying disposition of Shares received upon the exercise of an incentive stock option, or (c) the lapse of restrictions on Restricted Stock, by electing to (i) have the Company withhold Shares otherwise issuable under the Award, (ii) tender back Shares received in connection with such Award or (iii) deliver other previously owned Shares which have been beneficially owned by the Participant for at least six (6) months, in each case having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. The Fair Market Value of fractional Shares remaining after payment of the withholding taxes may be paid to the Participant in cash.

11.     Adjustment Provisions; Change of Control.

(a)     Adjustment of Shares. If the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that the Committee determines an adjustment to be appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then, subject to Participants' rights under subsection (c), the Committee may, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares subject to this Plan (including the number and type of Shares that may be granted as Restrict ed Stock or issued pursuant to incentive stock options, that may be granted to a Participant in any fiscal year, and that may after the event be made the subject of Awards under this Plan), (ii) the number and type of Shares subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award. In any such case, the Committee may also make provision for a cash payment in an amount determined by the Committee to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) effective at such time as the Committee specifies (which may be the time such transaction or event is effective), but if such transaction or event constitutes a Change of Control, then (A) such payment shall be at least as favorable to the holder as the greatest amount the holder could have received in respect of such Award under subsection (c) and (B) from and after the Change of Control, the Committee may make such a provision only if the Committee determines that doing so is necessary to substitute, for each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Common Stock are or will be entitled in respect of each Share pursuant to the transaction or event in accordance with the last sentence of this subsection (a). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. Without limitation, subject to Participants' rights under subsection (c), in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether or not constituting a Change of Control, other than any such transaction in which the Company is the continuing corporation and in which the outstanding Common Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof, the Committee may substitute, on an equitable basis as the Committee determines, for each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Common Stock are or will be entitled in respect of each Share pursuant to the transaction.

(b)     Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee may authorize the issuance or assumption of awards upon such terms and conditions as it may deem appropriate.

(c)     Change of Control. Except to the extent the Committee provides a result more favorable to holders of Awards or as otherwise set forth in an Agreement covering an Award, in the event of a Change of Control:

(i)     each holder of an Option (A) shall have the right at any time thereafter to exercise the Option in full whether or not the Option was theretofore exercisable; and (B) shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of the Option, an amount of cash equal to the excess of the Change of Control Price of the Shares covered by the Option that is so surrendered over the exercise price of such Shares under the Award;

(ii)     Restricted Stock that is not then vested shall vest upon the date of the Change of Control and each holder of such Restricted Stock shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of such Restricted Stock, an amount of cash equal to the Change of Control Price of such Restricted Stock;

(iii)     each holder of a Performance Share and/or Performance Unit for which the performance period has not expired shall have the right, exercisable by written notice to the Company within sixty (60) days after the Change of Control, to receive, in exchange for the surrender of the Performance Share and/or Performance Unit, an amount of cash equal to the product of the value of the Performance Share and/or Performance Unit and a fraction the numerator of which is the number of whole months which have elapsed from the beginning of the performance period to the date of the Change of Control and the denominator of which is the number of whole months in the performance period;

(iv)     each holder of a Performance Share and/or Performance Unit that has been earned but not yet paid shall receive an amount of cash equal to the value of the Performance Share and/or Performance Unit; and

(v)     all annual incentive awards that are earned but not yet paid shall be paid, and all annual incentive awards that are not yet earned shall be deemed to have been earned pro rata, as if the Performance Goals are attained as of the effective date of the Change of Control, by taking the product of (A) the Participant's maximum award opportunity for the fiscal year, and (B) a fraction, the numerator of which is the number of full or partial months that have elapsed from the beginning of the fiscal year to the date of the Change of Control and the denominator of which is twelve (12).

For purposes of this Section 11, the "value" of a Performance Share shall be equal to, and the "value" of a Performance Unit for which the value is equal to the Fair Market Value of Shares shall be based on, the Change of Control Price.

12.     Miscellaneous.

(a)     Other Terms and Conditions. The grant of any Award under this Plan may also be subject to other provisions (whether or not applicable to the Award awarded to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for:

(i)     one or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards or cash payments derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form and manner of the deferral election, the treatment of dividends paid on the Shares during the deferral period or a means for providing a return to a Participant on amounts deferred, and the permitted distribution dates or events (provided that no such deferral means may result in an increase in the number of Shares issuable under this Plan);

(ii)     the purchase of Shares under Options in installments;

(iii)     the payment of the purchase price of Options by delivery of cash or other Shares or other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, or by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price;

(iv)     giving the Participant the right to receive dividend payments or dividend equivalent payments with respect to the Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares, as the Committee determines;

(v)     restrictions on resale or other disposition; and

(vi)     compliance with federal or state securities laws and stock exchange requirements.

(b)     No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated.

(c)     Unfunded Plan. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan's benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company's general unsecured creditors.

(d)     Requirements of Law. The granting of Awards under this Plan and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any Award Agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.

(e)     Governing Law. This Plan, and all agreements under this Plan, should be construed in accordance with and governed by the laws of the State of Wisconsin, without reference to any conflict of law principles. Any legal action or proceeding with respect to this Plan, any Award or any Award Agreement, or for recognition and enforcement of any judgment in respect of this Plan, any Award or any Award Agreement, may only be brought and determined in a court sitting in the County of Manitowoc, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin.

(f)     Severability. If any provision of this Plan or any Award Agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any Award Agreement or any Award under any law the Committee deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan, Award Agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such Award Agreement and such Award will remain in full force and effect.

13.     Definitions. Capitalized terms used in this Plan have the following meanings:

(a)     "Affiliates" means any corporation, partnership, joint venture, or other entity during any period in which the Company owns, directly or indirectly, at least twenty percent (20%) of the equity, voting or profits interest, and any other business venture that the Committee designates in which the Company has a significant interest, as the Committee determines in its discretion.

(b)     "Award" means grants of Options, Stock Appreciation Rights, Restricted Stock, Performance Shares, or Performance Units under this Plan. "Award Agreement" means an agreement covering an Award in such form (consistent with the terms of the Plan) as shall have been approved by the Committee.

(c)     "Board" means the Board of Directors of the Company.

(d)     "Change of Control" means the first to occur of the following with respect to the Company or any upstream holding company:

(i)     any "Person," as that term is defined in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as that term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or

(ii)     The Company is merged or consolidated with any other corporation or other entity, other than: (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) the Company engages in a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "Person" (as defined above) acquires more than thirty percent (30%) of the combined voting power of the Company's then outstanding securities. Notwithstanding the foregoing, a merger or consolidation involving the Company shall not be considered a "Change of Control" if the Company is the surviving corporation and shares of the Company's Common Stock are not converted into or exchanged for stock or securities of any other corporation, cash or any other thing of value, unless persons who beneficially owned shares of the Company's Common Stock outstanding immediately prior to such transaction own beneficially less than a majority of the outstanding voting securities of the Company immediately following the merger or consolidation;

(iii)     The Company or any Subsidiary sells, assigns or otherwise transfers assets in a transaction or series of related transactions, if the aggregate market value of the assets so transferred exceeds fifty percent (50%) of the Company's consolidated book value, determined by the Company in accordance with generally accepted accounting principles, measured at the time at which such transaction occurs or the first of such series of related transactions occurs; provided, however, that such a transfer effected pursuant to a spin-off or split-up where shareholders of the Company retain ownership of the transferred assets proportionate to their pro rata ownership interest in the Company shall not be deemed a "Change of Control";

(iv)     The Company dissolves and liquidates substantially all of its assets;

(v)     At any time after the Effective Date when the "Continuing Directors" cease to constitute a majority of the Board. For this purpose, a "Continuing Director" shall mean: (A) the individuals who, at the Effective Date, constitute the Board; and (B) any new Directors (other than Directors designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (ii), or (iii) of this definition) whose appointment to the Board or nomination for election by Company shareholders was approved by a vote of at least two-thirds of the then-serving Continuous Directors; or

(vi)     A determination by the Board, in view of then current circumstances or impending events, that a Change of Control of the Company has occurred, which determination shall be made for the specific purpose of triggering operative provisions of this Plan.

(e)     "Change of Control Price" means the highest of the following: (i) the Fair Market Value of the Shares, as determined on the date of the Change of Control; (ii) the highest price per Share paid in the Change of Control transaction; or (iii) the Fair Market Value of the Shares, calculated on the date of surrender of the relevant Award in accordance with Section 11(c), but this clause (iii) shall not apply if in the Change of Control transaction, or pursuant to an agreement to which the Company is a party governing the Change of Control transaction, all of the Shares are purchased for and/or converted into the right to receive a current payment of cash and no other securities or other property.

(f)     "Code" means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

(g)     "Committee" means the Compensation and Benefits Committee of the Board (or such successor committee with the same or similar authority), which must be composed of not less than two (2) Directors, each of whom must qualify as an "outside director" within the meaning of Code Section 162(m) and as a "non-employee director" within the meaning of Rule 16b-3.

(h)     "Common Stock" means the common stock of the Company.

(i)     "Company" means The Manitowoc Company, Inc., a Wisconsin corporation, or any successor to The Manitowoc Company, Inc., a Wisconsin corporation.

(j)     "Director" means a member of the Board.

(k)     "Disability" means disability as defined in the Company's long-term disability plan covering exempt salaried employees.

(l)     "Effective Date" means the date the Company's shareholders approve this Plan.

(m)     "Exchange Act" means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.

(n)     "Fair Market Value" means, per Share on a particular date, the last sales price on such date on the national securities exchange on which the Common Stock is then traded, as reported in The Wall Street Journal, or if no sales of Common Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange. If the Shares are not listed on a national securities exchange, but are traded in an over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) for the Shares on the particular date, or on the last preceding date on which there was a sale of Shares on that market, will be used. If the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Committee, in its discretion, will be used.

(o)     "Non-Employee Director" means any Director who is not an employee of the Company or any Affiliate.

(p)     "Option" means the right to purchase Shares at a stated price. "Options" may either be "incentive stock options" which meet the requirements of Code Section 422, or "nonqualified stock options" which do not meet the requirements of Code Section 422.

(q)     "Participant" means an officer or other employee of the Company or its Affiliates, or an individual that the Company or an Affiliate has engaged to become an officer or employee, or a consultant or advisor who provides services to the Company or its Affiliates, who the Committee designates to receive an Award under this Plan. No Non-Employee Director is entitled to receive Awards under this Plan.

(r)     "Performance Goals" means any goals the Committee establishes that relate to one or more of the following with respect to the Company or any one or more Subsidiaries or other business units: revenue; cash flow; net cash provided by operating activities; net cash provided by operating activities less net cash used in investing activities; cost of goods sold; ratio of debt to debt plus equity; profit before tax; gross profit; net profit; net sales; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; Fair Market Value of Shares; basic earnings per share; diluted earnings per share; return on shareholder equity; average accounts receivable (calculated by taking the average of accounts receivable at the end of each month); average inventories (calculated by taking the average of inventories at the end of each month); return on average total capital employed; return on net assets employed before interest and taxes; econom ic value added; return on year-end equity; and/or in the case of Awards that the Committee determines will not be considered "performance-based compensation" under Code Section 162(m), such other goals as the Committee may establish in its discretion.

(s)     "Performance Shares" means the right to receive Shares to the extent the Company or Participant achieves certain goals that the Committee establishes over a period of time the Committee designates consisting of one or more full fiscal years of the Company, but not in any event more than five years.

(t)     "Performance Units" means the right to receive monetary units with a designated dollar value or monetary units the value of which is equal to the Fair Market Value of one or more Shares, to the extent the Company or Participant achieves certain goals that the Committee establishes over a period of time the Committee designates consisting of one or more full fiscal years of the Company, but in any event not more than five years.

(u)     "Plan" means The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan, as amended from time to time.

(v)     "Restricted Stock" means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals during the period specified by the Committee and/or upon the completion of a period of service, as determined by the Committee.

(w)     "Section 16 Participants" means Participants who are subject to the provisions of Section 16 of the Exchange Act.

(x)     "Share" means a share of Common Stock.

(y)     "Stock Appreciation Right" means the right to receive, without payment to the Company, an amount of cash or Shares as determined in accordance with Section 6, based on the amount by which the Fair Market Value on the relevant valuation date exceeds the exercise price.

(z)     "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the chain) owns stock possessing more than fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in the chain.

EX-12.1

							Exhibit 12.1
The Manitowoc Company, Inc.
Statement of Computation of Ratio of Earnings
Earnings to Fixed Charges
			Earnings to Fixed Charges
			(in thousands, except Ratio Data)
			For the year ended December 31,
			2002	2001	2000	1999	1998	1997
Earnings from continuing operations, before income taxes			$         62,780	$         79,475	$         89,441	$         96,414	$         77,282	$         54,215
Fixed charges			58,729	42,275	15,509	12,374	10,595	7,221
	Total earnings available for fixed charges		121,509	121,750	104,950	108,788	87,877	61,436
Fixed Charges:
	Interest expense (1)		47,872	34,204	12,137	10,143	9,274	5,896
	Amortization of deferred financing costs (1)		4,091	3,204	672	637	420	300
	Portion of rent deemed interest factor (2)		6,766	4,867	2,700	1,594	901	1,025
		Total fixed charges	58,729	42,275	15,509	12,374	10,595	7,221
Ratio of earnings to fixed charges			2.1x	2.9x	6.8x	8.8x	8.3x	8.5x
Notes for explanations:
NOTE - 1997 through 2001 amounts have been restated for the discontinued operations presentation of Manitowoc Boom Trucks, Inc. and Femco Machine Company, Inc.
(1)		Amortization of deferred financing costs is included in interest expense in the company's Consolidated Statement of Earnings:
			For the year ended December 31,
			2002	2001	2000	1999	1998	1997
		Interest expense per statement of earnings	$         51,963	$         37,408	$         12,809	$         10,780	$           9,694	$           6,196
		Less amortization of deferred financing costs	4,091	3,204	672	637	420	300
		Interest expense	$         47,872	$         34,204	$         12,137	$         10,143	$           9,274	$           5,896
(2)		One third of all rent expense is deemed representative of the interest factor.

EX-13

Exhibit 13

Manitowoc
at a Glance

Corporate Mission
Our mission is to continuously improve economic value for our shareholders.

Corporate Scope
The Manitowoc Company is a creator of market-leading engineered capital goods and support services for selected market segments, which today include Cranes and Related Products, Foodservice Equipment, and Marine. This is Manitowoc's strength.

Corporate Purpose
The centerpiece of our efforts will continue to be high-quality, customer-focused products and support services. Research, marketing, resources, manufacturing, support services, and all related elements will generally be product-oriented. The company will use this in evaluating and guiding its business units.

Corporate Profile
Manitowoc is the leading manufacturer of high-capacity lattice-boom cranes, tower cranes, and mobile telescopic cranes for heavy construction, energy-related, infrastructure, commercial, and crane-rental applications. It is also America's leading producer of boom trucks. Additionally, Manitowoc is a leading manufacturer of ice machines, ice/beverage dispensers, soft-drink dispensing valves, cast aluminum cold plates, and commercial refrigeration equipment for the foodservice, lodging, convenience-store, health care, beverage, and bottling industries.
Manitowoc is also the dominant provider of shipbuilding and ship-repair services for government, military, and commercial customers operating on and off the U.S. Great Lakes.

Cranes & Related Products Segment

Grove Worldwide	National Crane
Manitowoc Cranes	Potain, S.A.S.
Manitowoc Remanufacturing

Products & Services
Crawler- and truck-mounted lattice-boom cranes; top-slewing and self-erecting tower cranes; mobile telescopic cranes; hydraulically powered telescopic boom trucks; aerial work platforms; crane rebuilding and remanufacturing services.

Brand Names:
Manitowoc, Potain, Grove, National, Manlift, CraneCARE, Crane CREDIT

Primary Competition

Lattice-boom Cranes:	Tower Cranes:	Mobile Cranes:	Boom Trucks:
Hitachi	Comansa	Liebherr	Manitex
Kobelco	Gru Comedil	Link-Belt	Terex
Liebherr	Liebherr	Tadano	Aerial Work
Sumitomo/Link-Belt	Peiner	Terex/Demag	Platforms:
Terex/Demag			Genie
			JLG

Customers & Markets
Contractors specializing in heavy construction, general contracting, commercial construction, energy exploration and production, infrastructure, duty-cycle, dockside, dredging, industrial, utility services, oilfield services, and material-handling applications; crane and equipment rental operations.

Key Advantages

• #1 global market share in lattice-boom cranes, tower cranes, rough-terrain cranes, truck-mounted cranes, and boom trucks; #2 global market share in all-terrain cranes.
• Best recognized brands in the crane industry.
• Global manufacturing base with over a dozen plants on three continents.
• Largest installed base of cranes in the world provides strong aftermarket opportunities.
• Highest resale values in the industry due to value-added engineering designs, high-quality components, and lifetime product support.
• Worldwide product innovation leader with over 150 patents and 75 trademarks.

Industry Outlook

• Total U.S. construction spending for 2003 to increase 1.6% to $856.2 billion. Primarily includes $154 billion in heavy construction, $415 billion in residential construction, and $286 billion in non-residential construction.
• Worldwide construction spending increased to approximately $3.5 trillion in 2002, up form $3.4 trillion in 2001.
• DOT proposes $247 billion bill to succeed TEA-21. Includes $202 billion for highways and $45 billion for transit, a 19% increase over level guaranteed by current measure.
• Crane utilization rates across the globe will be mixed for 2003 with the U.S. down; Germany, France, and the UK flat; and Australia and China up.

6

Foodservice Equipment Segment

Diversified Refrigeration, Inc.	Manitowoc Foodservice Europe
Harford Duracool	Manitowoc (Hangzhou)
Kolpak	Refrigeration Co., Ltd.
Kyees Aluminum	Manitowoc Ice
Manitowoc Beverage Equipment	McCall Refrigeration
Manitowoc Beverage Systems

Products & Services
Commercial ice-cube machines, ice flakers, and ice-storage bins; ice/beverage dispensers; long-draw soft drink and beer dispensing systems; walk-in refrigerators and freezers; reach-in refrigerators and freezers; refrigerated undercounters and food-prep tables; private label residential refrigerator/freezers; post-mix beverage dispensing valves; cast aluminum cold plates; compressor racks and modular refrigeration systems; backroom beverage equipment distribution services.

Brand Names:
Manitowoc, QuietQube, Servend, Multiplex, Kyees, Kolpak, Harford, McCall, Koolaire, RDI, Flomatic, Compact, Icetronic, Chill-Pak, MBS, Polar-Pak.

Primary Competition

	Ice/Beverage	Walk-in	Reach-in
	Dispensers &	Refrigerators &	Refrigerators &
Ice Machines:	Dispensing Valves:	Freezers:	Freezers:
Hoshizaki	I.M.I. Cornelius	American Panel	Beverage Air
Scotsman	Lancer	ICS	Delfield
		Nor-Lake	Traulsen
		W.A. Brown	True Foodservice

Customers & Markets
Foodservice, lodging, hospitality, health care, convenience-store, institution and supermarket operators; soft-drink bottling and dispensing; commercial ice service.

Key Advantages

• The market leader in cold-focused equipment for the foodservice industry.
• Broadest offering of cold-focused equipment, which is primarily driven by replacement and renovation opportunities.
• Largest domestic share of commercial ice-cube machine and walk-in refrigerator/freezer markets.
• A low-cost producer of commercial ice-cube machines and walk-in refrigerator/freezers.
• Recognized as the industry leader in ice-cube machine technology and innovation.
• Manufacturing operations in North America, Europe, and Asia.
• 120 distributors in 90 countries.

Industry Outlook

• According to the National Restaurant Association (NRA), restaurant industry sales are projected to reach a record $426 billion in 2003, up 4.5% over 2002. In 2010, the restaurant industry will operate more than 1 million units and post sales of $577 billion
• Based on NRA data, 45.3% of today's food dollar is spent away from home; approximately 44% of all adults are restaurant patrons on a typical day.
• Annual foodservice equipment and supply industry is forecast to exceed $10 billion in 2003 due to:

        - more U.S. chain restaurants launching or expanding their international presence;

        - continued high levels of remodeling and renovation by domestic chain restaurants; and

        - more women entering the workforce helping to create higher levels of disposable income.

Marine Segment

Bay Shipbuilding Co.	Marinette Marine Corporation
Cleveland Shiprepair Company	Toledo Shiprepair Company

Products & Services
New construction services for government, military, research, and commercial vessels of all varieties, including self-unloading bulk carriers, double-hull tank barges, integrated tug/barges, and dredges. Inspection, maintenance, conversion, and repair of freshwater and saltwater vessels. Also provides industrial repair and maintenance services for refineries, power plants, and heavy industrials.




Primary Competition

Alabama Shipbuilding & Drydock	Fraser Shipyards
Bender Shipbuilding & Repair	Friede Goldman Halter
Bollinger, Lockport & Larose	Port Weller Drydocks

Customers & Markets
Government, research, military, and dredging operations; U.S. and Canadian-flagged Great Lakes fleets; inland waterway operators; ocean-going vessels that transit the St. Lawrence Seaway and the Great Lakes.

Key Advantages

• Adept at all phases of shipbuilding and ship repair for freshwater and saltwater vessels.
• Operates the best-equipped facilities with the most experienced work-force of any U.S. Great Lakes shipyard.
• Yards strategically located on the Great Lakes' major shipping lanes.
• Operates more than 60% of the U.S. dry docks serving the Great Lakes, including two of the three largest graving docks.

Industry Outlook

• OPA-90 legislation requires that all vessels hauling petroleum in U.S. waters must be replaced with double-hull tonnage by 2015.
• Homeland security initiatives could result in a series of new vessels for the U.S. Coast Guard.
• Non-traditional "off-lakes" markets, which require vessels for dredging, commercial, and specialty applications, are continuing to grow.
• The U.S. and Canadian flag fleets continue to age; creates ongoing opportunities for dry docking, inspection, maintenance, and repair services.

7

Management's Discussion and Analysis of Results
of Operations and Financial Condition

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes appearing in this annual report.

Overview   The Manitowoc Company, Inc. (referred to as the company, MTW, we, our, and us) is a leading, diversified, multi-industry manufacturer of engineered capital goods and support services for selected market segments, which today include Cranes and Related Products (Crane), Foodservice Equipment (Foodservice), and Marine. The centerpiece of our efforts is and will continue to be to provide customer-focused, quality products and services to the markets we serve, with the goal to continuously improve economic value for our stockholders.
     The following discussion and analysis covers key drivers behind our results for 2002 and is broken down into three major sections. First, we provide an overview of our results of operations for the years 2002 through 2000 on a consolidated basis and by business segment. In later sections, we discuss our market conditions, acquisitions, liquidity and capital resources, and our risk management techniques. Lastly, we provide a discussion of contingent liability issues, critical accounting policies, impacts of future accounting changes, and cautionary statements.

Results of Consolidated Operations

In Thousands		2002			2001			2000
Net Sales	$	1,406,577		$	1,046,558		$	772,287
Cost of sales		1,080,219			770,194			554,303
Gross profit		326,358			276,364			217,984
Engineering, selling and administrative expenses		199,962			147,140			106,976
Amortization expense		2,001			11,094			6,721
Plant consolidation costs		3,900			--			--
Restructuring costs		7,709			--			--
Operating earnings		112,786			118,130			104,287
Interest expense		(51,963	)		(37,408	)		(12,809	)
Other income (expense) - net		1,957			(1,247	)		(2,037	)
Earnings from continuing    operations before income taxes		62,780			79,475			89,441
Provision for taxes on income		22,601			30,734			33,269
Earnings from continuing operations	$	40,179		$	48,741		$	56,172
Discontinued operations:
Earnings from discontinued    operations, net of income taxes		1,576			131			4,096
Loss on sale of discontinued    operations, net of income taxes		(25,457	)		- --			- --
Extraordinary loss on debt    extinguishment, net of income taxes		- --			(3,324	)		- --
Cumulative effect of accounting    change, net of income taxes		(36,800	)		--			--
Net earnings (loss)	$	(20,502	)	$	45,548		$	60,268

In 2002 we sold Manitowoc Boom Trucks, Inc. and determined to divest of Femco Machine Company, Inc. We have reported the results of these operations as discontinued and have restated prior years amounts in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Prior years amounts throughout this Management Discussion and Analysis have been restated to reflect the reporting of these operations as discontinued.

Year Ended December 31, 2002 Compared to 2001
Consolidated net sales for the year ended December 31, 2002, increased 34.4% to $1.4 billion, from $1.0 billion for the same period in 2001. A significant portion of this increase is the result of the acquisition of Grove Investors, Inc. (Grove), which we completed on August 8, 2002, and a full year of Potain sales in 2002. Excluding both Grove's net sales since the date of acquisition and Potain's net sales from January 1, 2002 through May 9, 2002, consolidated net sales for the year ended December 31, 2002 increased $36.1 million, or 3.5%, versus the year ended December 31, 2001. This increase was the result of increased sales in our Foodservice and Marine segments offset by lower sales in our Crane segment. Further detail of the changes in sales by segment is presented in the "Sales and Operating Earnings by Segment" section of this Management Discussion and Analysis.
     Gross margin decreased in 2002 to 23.2% from 26.4% in 2001. Cost of sales for 2002 includes a fourth quarter charge of $3.3 million associated with expensing acquired Grove inventory at fair market value rather than actual production costs. Future periods will not be affected by similar charges because all of the write-up to fair value of the acquired inventory was reflected through costs of sales in 2002. The decline in gross margin in 2002 versus 2001 also resulted from lower volumes in our Crane segment and historically lower gross margins from the Grove product lines. Gross margin in the Crane segment declined 3.9 percentage points in 2002 versus 2001. Gross margin in the Foodservice segment decreased approximately 1.3 percentage points in 2002. Excluding the results of Diversified Refrigeration, Inc. (DRI), our private-label residential refrigerator business unit, gross margin in this segment increased approximately 1 percentage point, which was primarily due to benefits fr om plant consolidations and productivity enhancements. The gross margin in our Marine segment decreased 3.9 percentage points in 2002 versus 2001. This decrease is primarily the result of a continued shift in the mix of revenues to lower-margin project work versus higher-margin repair work. In addition, all of our segments were impacted by higher health care costs in 2002.
     Engineering, selling and administrative expenses (ES&A) increased $52.8 million for the year ended December 31, 2002, compared to the same period for 2001. The majority of this increase was the result of the acquisition of Grove during 2002, a full year of ES&A expenses for Potain in 2002, and increased health care costs across the company. These three items accounted for approximately $46.8 million of the $52.8 million increase. The remainder of the increase was primarily the result of increased engineering expenses in the Crane and Foodservice segments for new product development and increases in corporate expense as corporate assumed certain staff responsibilites previously handled in the field of the acquired companies. As a percent of sales, ES&A remained consistent at 14.2% and 14.1% for the years ended December 31, 2002 and 2001, respectively. We were able to maintain the ES&A ratio because of the flexibility of our cost structure, which enables us to cont rol costs in light of lower volumes, specifically in the Crane segment. We took several actions in 2002 to control ES&A expense in the current and future years. These actions include consolidation of the Multiplex operation within the Foodservice segment and implementing a reorganization plan in the Crane segment following the Grove acquisition. Certain of these cost reductions are contingent on future volume expectations. These items are explained in more detail below.
     Amortization expense decreased $9.1 million for the year ended December 31, 2002, compared to the year ended December 31, 2001. This decrease is the result of our adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." Under the new rules, goodwill and other intangible assets deemed to have indefinite lives are no longer amortized, but are subject to at least annual impairment tests at each reporting unit.
     We adopted these new accounting rules for goodwill and other intangible assets on January 1, 2002. Under the transitional provisions of SFAS No. 142, we identified our reporting units, performed impairment tests on the net goodwill and other intangible assets

24

associated with each of the reporting units using a valuation date of January 1, 2002, and determined that a transitional goodwill impairment charge of $51.0 million ($36.8 million net of income tax) was required. This impairment relates to our reporting units as follows: Beverage Group (Foodservice segment) $33.1 million and Manitowoc Boom Trucks (Crane segment) $17.9 million. This charge was based upon current economic conditions in those industries. The impairment charge was recorded as a cumulative effect of accounting change in the Consolidated Statement of Earnings in the first quarter of 2002 in accordance with the transitional provisions of SFAS No. 142. Under previous accounting requirements, no goodwill impairment would have been recorded on January 1, 2002.
     During the first quarter of 2002, we recorded a pre-tax restructuring charge of $3.9 million in connection with the consolidation of our Multiplex operations into other of our Foodservice operations. We took these actions to streamline our cost structure and utilize available capacity. We estimate cost savings of $1.6 million in 2002 and annual cost savings of approximately $2.7 million in subsequent years as a result of the consolidation of the Multiplex operations. The charge included $2.8 million to write down the building and land, which are held for sale, to estimated fair market value less cost to sell; $0.7 million for the write-down of certain equipment; and $0.4 million related to severance and other employee related costs. All of the charge was paid or utilized by December 31, 2002.
     During the fourth quarter of 2002, we completed certain integration activities related to the Grove acquisition and certain other restructuring activities in the Crane segment. We recognized a total of $12.1 million for these integration and restructuring activities. Of this amount, $4.4 million was recorded in the opening balance sheet of Grove and $7.7 million was recorded as a charge to earnings during the fourth quarter of 2002. We took these steps to achieve reductions in operating costs, to integrate and consolidate certain operations and functions within the segment, and to utilize available capacity. We anticipate annual profit improvement of $20 million as a result of the Crane business integration and restructuring plan.
     The $4.4 million recorded in Grove's opening balance sheet related to severance and other employee related costs for headcount reductions at various Grove facilities. The $7.7 million charge included $4.0 million related to severance and other employee related costs for headcount reductions at various Manitowoc and Potain facilities; $2.7 million related to the write-down of certain property, plant and equipment; and $1.0 million related to lease termination costs. In total, approximately 600 hourly and salaried positions will be eliminated and four facilities will be consolidated into other Crane operations. To date, we have utilized approximately $5.2 million of the total $12.1 million charge, which includes a $2.7 million non-cash write-down of property, plant and equipment, and $2.5 million cash paid to employees for severance. The remaining $6.9 million reserve is recorded in accounts payable and accrued expenses in the Consolidated Balance Sheet and will be utilized during 2003.
     After taking all of these matters into account, consolidated operating earnings for the year ended December 31, 2002, were $112.8 million, or 8.0% of sales. This compares with $118.1 million, or 11.3% of sales, for the year ended December 31, 2001.
     Interest expense increased $14.6 million for the year ended December 31, 2002, compared to the same period in 2001. This increase is due to additional interest expense related to the 101/2% Senior Subordinated Notes due 2012, which were issued in August 2002 to complete the Grove acquisition; additional amortization of debt issue costs related to these Notes; and a full year of interest expense and amortization of debt issue costs related to the debt incurred for the Potain acquisition in May 2001. The weighted-average interest rate paid on all outstanding debt as of December 31, 2002 was 7.0%. We continued to control our exposure to interest rate increases over this period by using an interest rate hedge on variable rate debt ($94.2 million notional amount at 4.42%). In addition, we entered into two interest rate swap contracts during 2002, which effectively converted $140 million of our 101/2% Senior Subordinated Notes due 2012 to variable rate debt. The effect of these intere st rate swaps reduced the interest rates on $140 million of our Senior Subordinated Notes due 2012 from 101/2% to a weighted-average rate of 7.46% at December 31, 2002.
     Other income (expense)-net increased $3.2 million, which is primarily the result of an increase in gains on foreign currency transactions recognized during the year, arising primarily from a stronger Euro.
     The 2002 effective tax rate was 36.0% compared to 38.7% in 2001. The effective rate for 2002 approximated the combined domestic federal and state statutory rate reduced by lower foreign effective rates. The lower effective rate reflects the benefits of our global tax planning initiatives and the reduction of non-deductible goodwill amortization associated with our adoption of SFAS No. 142.
     Discontinued operations include the results of operations of Manitowoc Boom Trucks, Inc. (Manitowoc Boom Trucks) and Femco Machine Company, Inc. (Femco) and losses recorded on the sale and pending sale of these businesses, respectively. In connection with the Grove acquisition, the United States Department of Justice raised concerns about a possible reduction in competition in the United States boom truck market that could result from the acquisition. In order to address these concerns, the company and Grove agreed with the Department of Justice that, following the completion of the Grove acquisition, we would divest of either Manitowoc Boom Trucks, Inc. or National Crane Corporation (Grove's boom truck business). On December 17, 2002, we entered into an agreement with Quantum Heavy Equipment, LLC to sell all of the outstanding stock of Mani-towoc Boom Trucks. The Department of Justice approved the sale on December 30, 2002, and it was completed on December 31, 2002.
     Cash proceeds from the sale of Manitowoc Boom Trucks, a business in the Crane segment, were approximately $13.2 million, which is subject to post-closing adjustments. The sale resulted in a loss of approximately $32.9 million ($23.3 million net of income taxes). The disposition represents a discontinued operation under SFAS No. 144, accordingly, results of Manitowoc Boom Trucks have been classified as discontinued, and prior years have been restated.
     In addition, during the fourth quarter of 2002 we finalized our decision to offer Femco for sale. Femco is our crane and excavator aftermarket replacement parts and industrial repair business. After the Grove acquisition, it was determined that Femco was not a core business to the Crane segment. The pending disposition of Femco represents a discontinued operation under SFAS No. 144. We have classified the results of Femco as discontinued, and we have restated prior years in accordance with SFAS No. 144.
     During December 2002, we recorded a $3.4 million ($2.1 million net of income taxes) charge related to the decision to divest of Femco. $2.2 million of the charge relates to recording the net assets of Femco at fair value less cost to sell based on internal estimates. In addition, we performed an impairment analysis of the Femco goodwill in accordance with SFAS No. 142, and determined that the entire $1.2 million of goodwill was impaired. The cumulative $3.4 million charge is recorded in discontinued operations. At December

25

31, 2002, the assets and liabilities of Femco are recorded as held for sale in other non-current assets and liabilities, respectively, in the Consolidated Balance Sheet.
     After entertaining offers from several interested parties, on February 14, 2003, we completed the sale of Femco to a group of private investors led by certain current Femco management and employees. The sale includes substantially all of the assets and liabilities of Femco. Cash proceeds from the sale were approximately $6.6 million and are subject to post-closing adjustments. We anticipate a minimal gain from the sale, which will be reported in discontinued operations in the first quarter of 2003.

Year Ended December 31, 2001 Compared to 2000
Net sales increased 35.5% in 2001 to $1.0 billion from $772.3 million in 2000. Excluding the impact of the acquisition of Potain and Marinette Marine Corporation (Marinette Marine), consolidated net sales decreased 3.9% in 2001 compared to 2000.
     Gross margin decreased in 2001 to 26.4% from 28.2%. This decline was the result of lower volumes in our Crane and Foodservice segments, historically lower margins across Potain's entire product line, and increased project work versus repair work in our Marine segment.
     ES&A showed a slight increase during 2001 to 14.1% of net sales versus 13.9% of net sales in 2000. This increase was due to lower sales volumes in the Crane and Foodservice segments, the acquisition of Potain (which has a less flexible cost structure), and higher than normal quotation activity within our Marine segment. In spite of our completion and assimilation of the Potain acquisition, we successfully maintained our ES&A ratio due to our flexible cost structure and our ability to control costs in light of lower volumes. The aggressive cost control efforts we initiated early in 2001 successfully combined to significantly reduce or maintain our ES&A in our other businesses. These cost control efforts were primarily implemented by the Foodservice segment as this segment began to experience a slowdown in its business earlier than the Crane and Marine segments. These efforts included salaried workforce reductions of 41 people, commission program adjustments, reduction in travel and trade show expenses, delayed capital expenditures, and implementation of a hiring and wage freeze.
     Amortization expense of $11.1 million during 2001 increased 65.1% over the $6.7 million reported in 2000. This increase in amortization expense in 2001 was the result of the additional acquisition goodwill recognized on acquisitions completed since the beginning of 1999. As a percentage of net sales, amortization expense remained constant at approximately 1% each year since 1999.
     Our operating earnings in 2001 of $118.1 million, or 11.3% of sales, increased 13.3% versus the $104.3 million, or 13.5% of sales, reported in 2000. The decline in 2001 operating margin was primarily due to lower operating margins of businesses acquired in 2001 and late 2000, as well as lower sales volumes at many of our core businesses in 2001 versus 2000.
     Interest expense during 2001 of $37.4 million was 192.0% higher than the $12.8 million recorded during 2000. This increase in interest expense during 2001 was the result of funding the Potain acquisition and related higher amortization of deferred financing costs incurred to refinance existing indebtedness and bank fees. The weighted-average interest rate paid on all outstanding debt as of December 31, 2001, was 6.7%. We controlled our exposure to interest rate increases over this period in three ways. First, we made effective use of interest rate hedges on variable rate debt. Second, we benefited from our favorable fixed-rate borrowings. Third, we effectively used alternative borrowing vehicles outside our credit facility, such as Euro-denominated Senior Subordinated Notes which act as a natural hedge against our European operations, to control our currency and interest rate exposure.
     The 2001 effective income tax rate was 38.7%, compared to 37.2% in 2000. The increase in our effective income tax rate over this period was due to increasing amounts of non-deductible goodwill amortization expense arising from acquisitions and our increased exposure to higher tax rates in foreign countries.
     During the second quarter of 2001, and in connection with our acquisition of Potain, we restructured our long-term debt by entering into a $475 million Senior Credit Facility and issuing 175 million Euro aggregate principal amount, 103/8% Senior Subordinated Notes due 2011. We incurred an extraordinary loss of approximately $3.3 million, net of income taxes of $2.2 million, related to a prepayment penalty and the charge of the related unamortized financing fees of our previous credit facility.

Sales and Operating Earnings by Segment
Cranes and Related Products Segment

Prior years sales and operating earnings of the Crane segment have been restated for the discontinued operations of Manitowoc Boom Trucks and Femco.

In Thousands		2002		2001		2000
Net Sales	$	724,214	$	453,244	$	275,265
Operating earnings	$	60,984	$	64,319	$	53,051
Operating margin		8.4%		14.2%		19.3%

Year Ended December 31, 2002 Compared to 2001
Net sales in the Crane segment increased 59.8% to $724.2 million in 2002 compared to 2001. This increase was exclusively due to our acquisition of Grove in August 2002 and a full year of Potain sales in 2002. Excluding both Grove's net sales since the date of acquisition and Potain's net sales from January 1, 2002 through May 9, 2002, Crane segment net sales for the year ended December 31, 2002, decreased $52.9 million, or 11.7%, versus the year ended December 31, 2001. The Crane segment experienced a dramatic slowdown in the third quarter of 2002, which continued into the fourth quarter led primarily by decreased volumes in the crawler crane product category and the domestic market. During the first half of the year, our crane sales outperformed the market and remained relatively stable compared to the overall industry, which was declining at a rate exceeding 10%. Beginning in the third quarter, our sales declined closer to industry rates. Crane segment backlog stood at $133.8 million at December 31, 20 02 versus $64.5 million at December 31, 2001. The increase is primarily due to the acquisition of Grove during 2002. Excluding Grove, the backlog stood at $48.9 million at December 31, 2002. The decrease in backlog, excluding Grove, is due to the weakened economic conditions that slowed the sales of our crawler cranes.
     Operating earnings for 2002, which exclude the $7.7 million restructuring charge, were $61.0 million, a decrease of $3.3 million, or 5.2%, versus 2001. During the fourth quarter of 2002, the Crane segment recognized a $3.3 million charge for expensing acquired Grove inventory at fair market value rather than actual production costs. Excluding this purchase accounting item, Grove's operating earnings since the date of acquisition and Potain's operating earnings from January 1, 2002 through May 9, 2002, Crane's operating earnings for the year ended December 31, 2002, decreased $17.1 million, or 26.5% , versus the year ended December 31, 2001. This decrease occurred primarily as the result of under-absorption of manufacturing costs in the crawler crane unit as a result of the
sales decline discussed above.

Year Ended December 31, 2001 Compared to 2000
Crane segment net sales rose 64.7% in 2001 compared to 2000 levels. This increase was due exclusively to the Potain acquisition.

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Excluding the impact of acquisitions in 2001, sales were off 5.6%, a decrease primarily driven by weak economic conditions in our end markets. Sales of lower-capacity crawler cranes (under 150-ton capacity) were down over 30% from the prior year while the larger end of the market was relatively flat.
     Operating earnings in the Crane segment increased 21.2% in 2001 primarily due to the Potain acquisition. However, on an intern-al basis without the impact of Potain, operating earnings declined 17.6% on lower sales volumes, increased pricing pressure (especially in lower-tonnage crawler units), and sluggish economies in the U.S. and certain European markets. Overall gross margins declined during 2001 primarily due to lower sales volumes in all of the segment's businesses and historically lower margins across Potain's entire product line. ES&A margins increased slightly due to the less flexible cost structure of Potain, increased investments to improve engineering systems, and product development initiatives.

Foodservice Equipment Segment

In Thousands		2002		2001		2000
Net Sales	$	462,906	$	411,637	$	425,080
Operating earnings	$	60,649	$	57,942	$	61,368
Operating margin		13.1%		14.1%		14.4%

Year Ended December 31, 2002 Compared to 2001
Foodservice segment net sales increased 12.5% to $462.9 million in 2002 compared to 2001 levels. This increase was primarily due to increased sales of ice and beverage products throughout the second half of the year, as well as increases in our private label residential refrigeration product throughout the year, while sales of commercial refrigeration products remained flat. We attribute this to commercial refrigeration's dependency on new-store construction, which has been slower to recover compared with the replacement, expansion, and remodeling activity that boosted ice and beverage equipment. For the full year, industry shipments of ice machines were up approximately 5%. New products played a key roll in our 2002 sales growth as several of our Foodservice businesses had major new product introductions in 2002.
     Operating earnings of the Foodservice segment increased $2.7 million, or 4.7%, in 2002 compared to 2001. The operating earnings of $60.6 million in 2002 exclude the $3.9 million restructuring charge for the consolidation of our Multiplex operations into other operations. Operating margins decreased approximately 1 percentage point in 2002. Excluding the results of our DRI operations for the full year, the Foodservice operating margin would have been 0.5% better in 2002 than 2001. The improvement in our operating margin exclusive of DRI was due to growth and related margin contributions in our ice and beverage operations; further cost reduction benefits from Demand Flow manufacturing; and consolidation in our beverage and refrigeration operations. The underlying contractual issues at DRI were resolved in the fourth quarter by an amended contract with our sole customer that extends through 2007.

Year Ended December 31, 2001 Compared to 2000
Foodservice segment net sales declined 3.2% to $411.6 million in 2001 compared to 2000 levels. Organic sales growth for the Foodservice segment in 2001 were down 5.2% versus 2000. This decline was primarily driven by the softness in the beverage industry, as our ice and refrigeration units outperformed the market and completed the year at sales levels comparable to 2000.
     The 5.6% decrease in operating earnings during 2001 compared to 2000 was due to sales volume decreases in our businesses, primarily in the beverage industry. However, during the second half of 2001, we achieved consecutive quarterly improvements with operating margins exceeding the comparable quarters for the prior year in spite of a decline in sales. This favorable earnings-to-sales ratio highlights our process improvement and cost-reduction initiatives, coupled with higher-margin new product launches within the last year.

Marine Segment

In Thousands		2002		2001		2000
Net Sales	$	219,457	$	181,677	$	71,942
Operating earnimgs	$	19,934	$	18,924	$	8,902
Operating margin		9.1%		10.4%		12.4%

Year Ended December 31, 2002 Compared to 2001
New-construction activity was strong throughout the year and resulted in Marine segment net sales increasing 20.8% to $219.5 million in 2002 compared to 2001 levels. Our current new-construction projects include several buoy tenders and a Great Lakes Icebreaker for the U.S. Coast Guard, in addition to three Staten Island Ferries for the City of New York. Our current project backlog extends into 2005.
     Operating earnings increased approximately $1.0 million for the year ended December 31, 2002 compared to the same period in 2001 due primarily to new-construction growth. Operating margins in 2002 decreased approximately 1.3 percentage points compared to 2001. We have experienced a decline in demand for higher-margin repair work for more than two years, primarily due to issues affecting the steel industry, low water levels on the Great Lakes, and the general domestic economic conditions. We expected additional repair work to occur during the fourth quarter of 2002, however, several ships that had planned to lay up for the winter continued to sail on the Great Lakes and only recently tied up for winter repair. We have a full slate of vessels at our repair yards in early 2003.

Year Ended December 31, 2001 Compared to 2000
Marine segment net sales increased 152.5% in 2001 versus 2000 due to the acquisition of Marinette Marine in November 2000. This was slightly offset by decreased repair revenues at our traditional facilities during the year. Excluding Marinette, sales were down 2%.
     The Marine segment reported a 112.6% improvement in operating earnings during 2001 over 2000, again due to the cquisition of Marinette Marine. However, the operating margins declined to 10.4%, down almost 2 percentage points from the 2000 level, due to a larger portion of the revenues coming from lower-margin new-construction projects versus higher-margin repairs.

General Corporate Expenses

In Thousands		2002		2001		2000
Corporate expenses	$	15,171	$	11,961	$	12,313
% of sales		1.1%		1.1%		1.6%

Despite increasing 26.8% in 2002, Corporate expenses remained constant as a percentage of sales. This reflects both the growth from acquisition and corporate assumption of certain staff responsibilities previously handled in the field.

Market Conditions
We started seeing a downturn in the Crane and Foodservice markets in the latter half of 2000, further the September 11 attacks are said to have had a lasting impact on the tourism and construction industries, among many others. In addition, the uncertainty of a continuing threat of war affects our markets. Our businesses are affected by these events and by fluctuations in other industries that are negatively affected by these events. As a result, we have experienced some weak market conditions, particularly in our Crane segment.
     As a result of our efforts to become more global in our existing businesses, demonstrated in part by the acquisitions of Grove in 2002 and Potain in 2001 by our Crane segment, we are now affected more than ever by non-domestic world economies. The economies of Europe and Asia, in particular, affected our international performance during 2002 and will continue to impact us going forward.

Cranes and Related Products-The slowdown in the U.S. crane market continued throughout 2002, and continued to affect our 2002 revenues. All of our product markets declined in 2002. The larger

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crawlers (capacity over 150 tons) held up well in the first half of the year, but declined considerably in the second half of 2002. During this cyclical slowdown, we have continued to focus on introducing new products that meet the market's needs. We have maintained or grown market share in most of our product categories.
     The purchase of Grove, completed August 8, 2002, has given us the opportunity not only to expand our product offerings but also to significantly reduce the cost structure of the combined business by eliminating duplicate ES&A costs, leveraging purchasing synergies, and streamlining capacity. The integration of the Crane businesses will continue in 2003.
     In the U.S., although overall crane fleet utilization has softened somewhat in recent months, it is stronger than at the depths of previous market cycles. Difficulty in obtaining financing continues to be a problem for our customers in general. We do not directly provide financing to our customer base.
     Our acquisitions of Grove and Potain have greatly expanded our presence in Europe and Asia. These acquisitions have provided the infrastructure necessary to be a truly global supplier of crane products and services. On an annualized basis, these acquisitions mean that roughly 50% of our crane revenues are generated outside of North America. Our European markets were also soft in 2002, with southern European markets generally being strong, while northern markets were soft. Asia, with the exception of Japan, is beginning to show some strength. The China market is very strong, and looks to remain strong into the foreseeable future. Our manufacturing presence in China leaves us well positioned to capitalize on this trend.

Foodservice Equipment-The industry slowdown that began in the third quarter of 2000 continued through the first half of 2002. By the end of the second quarter, we saw the first signs of recovery as our Foodservice group began to post year over year increases in revenue. In the ice machine industry, where reliable data is available, domestic ice cuber shipments rose in 2002 by 5.6%. Our business units fared better than the industry and gained share in each of the major categories. The gain was primarily driven by the full-year impact of new products introduced in the latter part of 2001.
     The difficult market conditions affecting the traditional quick-service and lodging industry segments carried through to 2002. Major restaurant chains are in a retrench mode to drive same-store sales. Remodeling activity is very active while new-store construction remains slow. The lodging pipeline shrunk to its lowest level
in over 10 years at the end of 2002. While the convenience-store industry had strong sales in 2002, profits were off by as much as 25% for some companies due to tighter margins on gasoline.
     On the positive side, new-store construction in the casual dining and institutional markets remains comparatively strong. Take-out meals continue to grow as consumers continue to lean toward eating meals in the comfort of home. Upscale sandwich shops also enjoy a growing demand supported by aging baby-boomers looking for "healthier" lunch venues.
     We anticipate the market will remain soft until there is some resolution with Iraq. Once resolved, we expect the market to resume the pace of recovery we saw in the second half of 2002.
     Our 2002 Foodservice segment international sales were down slightly from the prior year for the second consecutive year. This follows double-digit growth for the previous three years. The major factors that negatively affected our Foodservice businesses included the continued strength of the U.S. dollar in the first half of 2002, the global economic recession, and the lingering effects of the 2001 breakout of "mad cow" disease that slowed quick-service restaurant expansion programs in Europe. The dollar has since stabilized and meat consumption in Europe is on the rise as these issues fade.
     The anticipated international new-store construction in the quick-service restaurant segment did not occur. The previously mentioned issues have caused participants in that industry to reevaluate certain markets in terms of investment priority. The one exception to this is China, which continues to be a hotbed of Western-style construction.
     We believe our China subsidiary, which manufactures ice machines, is particularly well positioned to meet the needs of the fast growing quick-service restaurant and hospitality industries there. That subsidiary posted high double-digit growth again in 2002. This operation is also strategic as a source of supply for the entire Asia/Pacific region.
     We expect 2003 to bring continued growth to Asia, especially China. Market outcomes in Europe and the Middle East will be tied to tensions in the Middle East. South America will continue to struggle due to political situations in some of its larger countries, and Central America should continue to see sustained growth during 2003.

Marine-The Marine segment continues to grow, led by new-construction projects. The acquisition of Marinette Marine has enabled the Marine segment to compete nationally for projects of varying scopes in both the governmental and commercial markets. The Marine segment has projects for construction of new vessels which stretch out into 2005. In addition, we are actively bidding on numerous contracts to keep our new-construction pipeline full. This in- cludes a variety of construction projects, such as seagoing vessels that are not limited to the Great Lakes area. To expand our scope,
we will partner with other shipyards in certain contract proposals.
     While we believe that demand for new construction should remain healthy throughout 2003, we are seeing some difficulty in our customers' ability to secure financing. The demand for vessels compatible with the capacities of our shipyards and our experience base continues to accelerate. We are cautiously optimistic that the repair market will improve in 2003 and 2004. However, we are cautious as our customers face increasing competition and economic pressure in the domestic markets for their products and services. We expect the U.S. steel industry to continue to struggle against foreign imports, thereby reducing cargo-carrying requirements on the Great Lakes.
     Despite these industry and economic conditions, we see plenty of opportunity for growth in the coming years. This includes OPA-90 legislation, which will require double hulls for all vessels hauling petroleum products in U.S. waters by the year 2015, and increased projects for homeland security.
     The Marine segment continues to be primarily focused in the United States, although during the past year we prepared proposals for some potential foreign work. We continue to respond to inquiries regarding research, ferry, patrol, and defense profiles, and we will evaluate these opportunities as they arise. We also continue to effectively and quickly complete emergency repairs for foreign flag

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vessels moving through the Great Lakes utilizing our strategically placed and efficient shipyards.

Acquisitions
Our growth in 2002 and 2001 was mainly due to our acquisitions in these years. Over the past four years we have completed eleven acquisitions. All of them were recorded using the purchase method of accounting. Each of these acquisitions is included in our Consolidated Statement of Earnings beginning with the date of acquisition.
     The success of our acquisition strategy is dependent upon our ability to successfully integrate the acquired businesses, operate them profitably, and accomplish our strategic objectives underlying these acquisitions. We attempt to address these challenges by adhering to a structured acquisition assessment and integration process and by employing appropriate internal resources and experienced personnel to assist us in accomplishing our objectives. Our focus in the near-term will be on integrating our new Crane businesses to expand sales opportunities, reduce costs, and enhance cash flow.

2002 Acquisitions-On August 8, 2002, we acquired all of the outstanding common shares of Grove. The results of Grove's operations have been included in the Consolidated Statement of Earnings since that date. Grove is a leading provider of mobile telescopic cranes, truck-mounted cranes, and aerial work platforms for the global market. Grove's products are used in a wide variety of applications by commercial and residential building contractors as well as by industrial, municipal, and military end users. Grove's products are marketed to independent equipment rental companies and directly to end users under the brand names Grove Crane, Grove Manlift, and National Crane.
     We view Grove as a strategic fit with our crane business for a number of reasons. Grove is a global leader in the mobile telescopic crane industry, specifically in all-terrain and rough-terrain mobile telescopic cranes. We did not offer these types of cranes, so Grove filled this void in our product offering. Coupled with our recent entrance into the tower crane product line with the acquisition of Potain, Grove enables us to offer customers three major crane categories, namely crawler cranes, tower cranes, and mobile telescopic cranes. With the addition of Grove, we are able to offer customers equipment and lifting solutions for virtually every construction application. We also believe that the combination of the two companies will provide opportunities to capitalize on our respective strengths in systems, technologies, and manufacturing expertise, and that this combination will create natural synergies in our world-wide distribution and service network.
     The aggregate purchase price paid for Grove was $277.8 million. This includes the issuance of $70.0 million of our common stock, the assumption of $202.4 million of Grove debt outstanding as of August 8, 2002, and direct acquisition costs of $5.4 million. In exchange for the outstanding shares of Grove common stock, we issued approximately 2.2 million shares of our common stock out of treasury with an average market price of $32.34 per share. The number of shares issued at the close of the transaction was calculated based on the average closing price of our common stock for the ten consecutive trading days ending on and including the second day prior to the closing of the transaction. In addition, we assumed all of Grove's outstanding liabilities, contingencies, and commitments (approximately $464.2 million including the outstanding debt). Substantially all of the assumed debt was refinanced.
     The purchase consideration paid in excess of the fair values of the assets acquired and liabilities assumed was allocated first to the identifiable intangible assets, with the remaining excess accounted for as goodwill. The company obtained third-party valuations of certain tangible and identifiable intangible assets. Based upon the appraisal of identifiable intangible assets, the allocation was as follows: $26.0 million to trademarks and tradenames with an indefinite life; $11.9 million to an in-place distributor network with an indefinite life; $7.1 million to patents with a weighted-average 10-year life; and the remaining $32.9 million to goodwill. The $32.9 million of goodwill is included in the Crane segment. Of that amount, none is expected to be deductible for tax purposes. We also obtained third-party valuations of the fair value of inventory and property, plant and equipment acquired. Based upon the appraisal reports of these assets, we increased the value of inventory and property, plant and equipment by $3.3 million and $1.1 million, respectively. The $3.3 million fair value adjustment to inventory was charged to cost of goods sold during the fourth quarter of 2002. The $1.1 million fair value adjustment to property, plant and equipment will be depreciated over the estimated remaining useful lives of the property, plant and equipment.
     We also completed certain restructuring and integration activities relating to this acquisition during 2002. We recorded a charge totaling $12.1 million related to these restructuring and integration activities during 2002. Of this amount, $4.4 million was recorded in the opening balance sheet of Grove and $7.7 million was recorded as a charge to earnings during the fourth quarter of 2002. The $4.4 million reserve recorded in the opening balance sheet related to employee severance and other employee related costs for headcount reductions. The company has also developed plans for and is finalizing certain other restructuring and integration activities relating to this acquisition, which will result in future adjustments during the first half of 2003.
     On April 8, 2002, we purchased the remaining 50% interest in our joint venture Manitowoc Foodservice Europe (f/k/a Fabbrica Apparecchiature per la Produzione del Ghiaccio Srl), a manufacturer of ice machines based in Italy. The aggregate cash consideration paid for the remaining interest was $3.4 million and resulted in recognition of an additional $1.9 million of goodwill. The $1.9 million of goodwill was included in the Foodservice segment. Of that amount none is expected to be deductible for tax purposes.

2001 Acquisitions-On May 9, 2001, we acquired all of the outstanding capital stock of Potain SAS (formerly Potain SA) (Potain). Potain is a leading designer, manufacturer, and supplier of tower cranes for the building and construction industry. The aggregate consideration paid was $425.2 million, which includes $307.1 paid in cash; direct acquisition costs of $4.1 million ($0.4 million incurred during 2002); assumed liabilities of $138.8 million; the payment of a post-closing purchase price adjustment of $3.6 million in February 2002; and is less cash acquired of $28.4 million.

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     During 2002, we finalized the purchase accounting for the Potain acquisition, resulting in a reduction in goodwill of approximately $11.3 million. The primary purchase accounting adjustments recorded during 2002 were to adjust the book value of property, plant and equipment acquired to fair value based on a third-party appraisal report, adjustment of deferred tax assets, and to record an $8.1 million liability associated with certain restructuring and integration activities. To achieve reductions in operating costs and to complete the integration of Potain's operations, we recorded an $8.1 million liability related primarily to employee severance benefits for workforce reductions. Approximately 135 hourly and salaried positions will be eliminated. To date, we have utilized approximately $2.2 million of this liability.
     In addition, during 2002 a portion of the excess of the cost over fair value of the net assets acquired in the Potain acquisition was allocated to specific other intangible assets. Based upon a third-party appraisal report, the allocation was as follows: $53.0 million to trademarks and tradenames with an indefinite life; $17.5 million to patents with a weighted-average 15-year life; $8.8 million to engineering drawings with a weighted-average 15-year life; $5.0 million to an in-place distribution network with an indefinite life; and the remaining $118.2 million to goodwill with an indefinite life.
     During 2001, we also completed the acquisition of certain assets of a German-based telescopic personnel platform lift company, assets of a terminated Singapore-based crane equipment distribution company, and assets of a local electrical contractor for the Marine segment. The aggregate consideration paid by us for these acquisitions was $2.5 million, which includes direct acquisition costs and assumed liabilities, less cash acquired.

2000 Acquisitions-On November 20, 2000, we purchased all of the issued and outstanding shares of MMC Acquisition Company, the parent of Marinette Marine Corporation (Marinette Marine). Marinette Marine, located in Marinette, Wisconsin, operates one of the largest shipyards on the U.S. Great Lakes.
     The aggregate consideration we paid for Marinette Marine was $66.7 million, which included $48.1 million paid in cash; direct acquisition costs of $1.4 million; assumed liabilities of $17.2 million; the receipt of a post-closing working capital adjustment in Sep- tember 2001 of $0.9 million; and is less cash acquired of $18.6
million. The excess of the cost over the fair value of the net assets acquired was $50.0 million and was allocated to goodwill with a weighted-average life of 38 years.
     On April 7, 2000, we acquired substantially all of the net business assets of Harford Duracool, LLC (Harford). Harford is a leading manufacturer of walk-in refrigerators and freezers and maintains a 67,000-square-foot manufacturing facility in Aberdeen, Maryland. Its primary distribution channels are foodservice equipment dealers and commercial refrigeration distributors and its products range in size from 200 to 60,000 cubic feet. Harford also manufactures a line of modular, temperature-controlled structures for other niche markets.
     The aggregate consideration we paid for the assets of Harford was $21.2 million, which includes direct acquisition costs of $0.5 million, assumed liabilities of $1.4 million, and the payment of a post-closing working capital adjustment in September 2000 of $0.3 million. The excess of the cost over the fair value of the net assets acquired was $15.0 million and was allocated to goodwill with a weighted-average life of 35 years.
     On March 31, 2000, we acquired all of the issued and outstanding shares of Multiplex Company, Inc. (Multiplex). Multiplex was headquartered in St. Louis, Missouri, where its production facility was located, and has operations in Frankfurt, Germany, and Glasgow, UK. Multiplex manufactures soft drink and beer dispensing equipment as well as water purification systems and supplies to quick-service restaurants, convenience stores, and movie theatres. In addition, Multiplex designs and builds custom applications to meet the needs of customers with requirements that cannot be met by conventional dispensing equipment.
     The aggregate consideration we paid for the shares of Multiplex was $20.5 million, which is net of cash acquired of $3.7 million and includes direct acquisition costs of $0.4 million and assumed liabilities of $5.3 million. The excess of the cost over the fair value of the net assets acquired was $12.7 million and was allocated to goodwill with a weighted-average life of 37 years. Multiplex's operations were consolidated into other Foodservice facilities during 2002 and its St. Louis based manufacturing facility and headquarters were closed.
     During 2000, we completed other smaller acquisitions with aggregate consideration totaling $18.2 million, net of cash received and including direct acquisition costs of $0.2 million and assumed liabilities of $2.8 million.

Liquidity and Capital Resources
Cash flow from continuing operations for the year ended December 31, 2002, was $98.2 million compared to $106.2 million for the year ended December 31, 2001. The following table summarizes our sources and uses of cash during 2002.

In Thousands		2002
Sources of cash
Net earnings from continuing operations, extraordinary      item and accounting change	$	3,379
Noncash adjustments to income 1		73,260
Long-term borrowings		175,000
Proceeds from sale of property, plant and equipment		16,699
Exercises of stock options		1,511
Business acquisitions - net of cash acquired		976
Changes in operating assets and liabilities of      continuing operations		21,543
Sources of cash from discontinued operations		7,465
Total	$	299,833
Uses of cash
Repayment/refinancing of debt	$	(247,851	)
Capital expenditures		(32,996	)
Dividends		(7,432	)
Debt issuance costs		(6,630	)
Other		(470	)
Total		(295,379	)
Net cash flows	$	4,454

1 Noncash adjustments made to arrive at cash provided by operations include depreciation,
amortization of intangible assets and deferred financing fees, deferred income taxes, plant
relocation and restructuring costs, cumulative effect of accounting change, and gain on sale of
property, plant and equipment.

Our primary cash requirements include working capital, interest and principal payments on indebtedness, capital expenditures, and dividends. The primary sources of cash for each of these are cash flow from continuing operations and borrowings under our Senior Credit Facility. We had $93.5 million of unused availability under the terms of the Revolving Credit portion of our Senior Credit Facility at December 31, 2002.
     On August 8, 2002, we completed the sale in a private offering of $175 million of 101/2% Senior Subordinated Notes due 2012. The Senior Subordinated Notes are unsecured obligations ranking subordinate in right of payment to all of our senior debt, are equal to our Senior Subordinated Notes due 2011 and are fully and unconditionally, jointly and severally guaranteed by substantially all our domestic subsidiaries. Interest on the Senior Subordinated Notes due 2012 is payable semiannually in February and August each year, commencing February 1, 2003. These notes can be redeemed by us in whole or in part for a premium on or after August 1, 2007. In addition, we may redeem for a premium, at any time prior to August 1, 2005, up to 35% of the face amount of these Senior Subordinated Notes with the

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proceeds of one or more equity offerings. We used the net proceeds from the sale of these notes to refinance outstanding indebtedness of Grove, the acquisition of which we also completed on August 8, 2002. At the date of acquisition, Grove had approximately $202.4 million of debt outstanding. All of this debt was either refinanced with the proceeds of this Note offering or repaid by us as of De- cember 31, 2002. We incurred approximately $6.6 million in financing fees in connection with the sale of these notes.
     During the first quarter of 2003, we completed the process of registering securities having substantially identical terms as the Senior Subordinated Notes due 2012 with the United States Securities and Exchange Commission, as part of an offer to exchange freely tradable notes for the privately placed notes.
     We spent a total of $33.0 million during 2002 for capital expenditures of continuing operations. The following table summarizes 2002 capital expenditures and depreciation by segment. The table includes capital expenditures and depreciation of continuing operations only.

In Thousands		Capital Expenditures		Depreciation
Crane	$	19,116	$	24,226
Foodservice		4,107		7,071
Marine		1,490		1,165
Corporate		8,283		615
Total	$	32,996	$	33,077

We continue to fund capital expenditures to improve the cost structure of our businesses, to invest in new processes and technology, and to maintain high-quality production standards. The level of capital expenditures at corporate significantly exceeded depreciation for the year. This was primarily the result of the construction of the new world headquarters in Manitowoc, Wisconsin, during 2002. We ex- pect that the trend in capital expenditures in 2003, excluding crane rental fleet assets, will approximate segment depreciation levels. As a result, we expect that our total capital expenditures should range between $35 and $40 million for 2003.
     Proceeds from the sale of property, plant and equipment of $16.7 million for the year ended December 31, 2002, includes cash received from two sale-leaseback transactions we entered into during 2002. During the third and fourth quarter of 2002, we sold a portion of our European crane and aerial work platform rental fleet assets and leased them back. We received cash proceeds of approximately $9.8 million from the sales. The profit from these sales was deferred and is being amortized to earnings over the leaseback terms.
     For 2002, business acquisitions, net of cash acquired, was a source of cash. This was the result of issuing stock for the acquisition of Grove (non-cash transaction) and acquiring $13.8 million of cash. Offsetting the cash received from the Grove acquisition were cash payments of $5.4 million for the costs related to the Grove acquisition, $3.4 million for the acquisition of the remaining 50% ownership in Manitowoc Foodservice Europe, and $4.0 million of cash payments made in 2002 for post-closing purchase price adjustments and final acquisition costs related to Potain.
     The change in working capital of continuing operations, net of the affects of acquisitions, was a decrease (source of cash) of $21.5 million. The details of these changes are reflected in the Consolidated Statements of Cash Flows. The primary drivers of this decrease were an increase in accounts payable of approximately $30.1 million and a decrease in inventory of $9.1 million. Offsetting these decreases in working capital were an increase in accounts receivable of approximately $12.9 million and an increase in other current and non-current assets of $5.4 million.
     Sources of cash from discontinued operations of $7.5 million at December 31, 2002, consisted of the cash flows from operating and investing activities of Manitowoc Boom Trucks and Femco for the year. Included in this amount is the $13.2 million received from the sale of Manitowoc Boom Trucks.
     In addition to the Senior Subordinated Notes due 2012 discussed above, our debt at December 31, 2002 consisted primarily of our Senior Credit Facility and our Senior Subordinated Notes due 2011.
     The Senior Credit Facility is comprised of Term Loan A and Term Loan B facilities totaling $274.1 million and $2.0 million outstanding under the Revolving Credit portion at December 31, 2002. As a result of prepayments made by us during 2002 and 2001, Term Loan A requires a principal payment of $3.8 million in March 2003 and quarterly principal payments of $7.5 million from June 2003 through May 2006. Term Loan B requires quarterly principal payments of $0.4 million through March 2006 and $33.3 million from June 2006 through May 2007. Substantially all our domestic tangible and intangible assets are pledged as collateral under the Senior Credit Facility.
     Borrowings under the Senior Credit Facility bear interest at a rate equal to the sum of a base rate or a Eurodollar rate plus an applicable margin, which is based on our consolidated total leverage ratio, as defined in the Senior Credit Facility. The weighted-average interest rates for Term Loan A, Term Loan B, and the Revolving Credit Facility were 4.06%, 4.32%, and 5.88%, respectively, at December 31, 2002. The annual commitment fee in effect on the unused portion of our Revolving Credit Facility at December 31, 2002 was 0.5%.
     We also had outstanding at December 31, 2002, 175 million Euro ($183.5 million) of 103/8% Senior Subordinated Notes due 2011. The Senior Subordinated Notes due 2011 are unsecured obligations ranking subordinate in right of payment to all of our senior debt, are equal in rank to our 101/2% Senior Subordinated Notes due 2012, and are fully and unconditionally, jointly and severally guaranteed by substantially all of our domestic subsidiaries. Interest on these Senior Subordinated Notes is payable semiannually in May and November each year. These notes can be redeemed by the company in whole or in part for a premium after May 15, 2006. In addition, we may redeem for a premium, at any time prior to May 15, 2004, up to 35% of the face amount of these Senior Subordinated Notes with the proceeds of one or more equity offerings.
     Our debt-to-capital ratio at the end of 2002 was 69.3% versus 64.9% at the end of 2001. This increase in 2002 was driven by the issuance of the $175 million of Senior Subordinated Notes due 2012 related to the Grove acquisition together with an increase in our Euro-based debt due to strengthening of the Euro versus the U.S. Dollar and reductions in stockholders' equity. The reductions in stockholders' equity in 2002 were due to the following: the 2002 net loss of $20.5 million; the recording of an additional minimum pension liability ($4.4 million, net of income taxes); and foreign currency translation adjustments of $15.7 million. The $15.7 million currency translation adjustment was a result primarily of the strengthening Euro exchange rate versus the U.S. Dollar. All of these items resulted in a decrease to stockholders' equity during 2002.
     The Senior Credit Facility and the Senior Subordinated Notes due 2011 and 2012 contain customary affirmative and negative covenants. In general, the covenants contained in the Senior Credit Facility are more restrictive than those of the Senior Subordinated Notes due 2011 and 2012. Among other restrictions, these covenants require us to meet specified financial tests, including minimum levels of earnings before interest, taxes, depreciation, and amortization (EBITDA), and various debt to EBITDA ratios which become more restrictive over time. These covenants also limit our ability to redeem or repurchase the Senior Subordinated Notes due 2011 and 2012, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, lend money or make advances, create or become subject to liens, and make capital expenditures. The Senior Credit Facility also contains cross-default provisions whereby certain defaults under any other debt agreements would result in a default under the Senior Credit Facility. At December 31, 2002, we were not in compliance with certain of these financial covenants. On February 4, 2003, we received an amendment and waiver to our Senior Credit Agreement dated May 9, 2001, which cured these violations. In addition, the amendment provides future relief under certain financial covenants that became more restrictive over time. Based upon our current plans and outlook, we believe we will be able to comply with the amended covenants during the subsequent 12-month period.
     In April 2001, Standard & Poor's assigned a double-"B" corporate credit rating to our company, a double-"B" rating to our Senior Credit Facility, and a single-"B"-plus rating to our Senior Subordinated Notes, all with a stable outlook. Also in April 2001, Moody's Investors

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Service assigned a Ba2 rating to our Senior Credit Facility and a B2 rating to our Senior Subordinated Notes with a positive outlook. These credit ratings have been maintained since the initiation of coverage by these two agencies. In March 2002, Standard & Poor's issued a press release stating that we had been placed on credit watch with negative implications. In July 2002, Standard & Poor's removed the credit watch, but downgraded us from stable outlook to negative outlook. Moody's Investors Service has taken no action concerning our ratings since initiating them in April 2001. We do not anticipate any future adjustments to these ratings would have a material impact on our liquidity.
     In an attempt to improve EVA, we will continue to focus on maximizing our cash flows from operations in order to maintain working capital employed in our businesses at the minimum level required
for efficient operations. As a result, we expect that our 2003 cash from operations will meet or exceed $100 million.
     Our debt position increases our vulnerability to general adverse industry or economic conditions and results in a substantial portion of our cash flow from operations being used for the payment of interest on our debt and making scheduled principal payments. This could potentially limit our ability to respond to market conditions or take advantage of future business opportunities. Our ability to service our debt is dependent upon many factors, some of which are not subject to our control, such as general economic, financial, competitive, legislative, and regulatory factors. In addition, our ability to borrow additional funds under the Senior Credit Facility in the future will depend on our meeting the financial covenants contained in the credit agreement, even after taking into account such new borrowings.
     The Senior Credit Facility or other future facilities may be used for funding future acquisitions, seasonal working capital requirements, capital expenditures, and other investing and financing needs. We believe that our available cash, credit facility, cash generated from future operations, and access to debt and equity markets will be adequate to fund our capital and debt financing requirements for the foreseeable future.

Risk Management
We are exposed to market risks from changes in interest rates, commodities, and changes in foreign currency exchange. To reduce these risks, we selectively use financial instruments and other proactive management techniques. We have written policies and procedures that place financial instruments under the direction of corporate treasury and restrict all derivative transactions to those intended for hedging purposes. The use of financial instruments for trading purposes or speculation is strictly prohibited.
     For a more detailed discussion of our accounting policies and the financial instruments that we use, please refer to Note 1. "Summary of Significant Accounting Policies," and Note 8. "Debt," of the Notes to the Consolidated Financial Statements.

Interest Rate Risk
We use interest rate swaps to modify our exposure to interest rate movements. This helps us minimize the adverse effect of interest rate increases on floating rate debt. Under these swap agreements, we contract with a counter-party to exchange the difference between a fixed rate and floating rate applied to the notional amount of the swap. At December 31, 2002, we had outstanding one floating-to-fixed interest rate swap with a financial institution. The fair value of the swap is recorded in the Consolidated Balance Sheets, with changes in fair value recorded in the accumulated other comprehensive income account within stockholders' equity. The interest payments or receipts from the interest rate swap are recognized in net earnings as adjustments to interest expense on a current basis. At December 31, 2002, the floating-to-fixed interest rate swap had a notional amount of $94.2 million, interest rate of 4.42% and maturity date of August 2004. The aggregate fair value of this swap agreement was negative $2 .7 million at December 31, 2002. Our earnings exposure related to adverse movements in interest rates is primarily derived from our outstanding floating rate debt instruments that are indexed to a short-term international bank lending rate. A 10% increase or decrease in the average cost of our variable rate debt would result in a change in pre-tax interest expense (net of impact of interest rate swaps) of approximately $0.8 million. This amount was calculated assuming the year-end rate of interest on our variable rate debt was constant throughout the year.
     During 2002 we entered into two fixed-to-floating interest rate swaps with financial institutions. These swap contracts effectively converted $140 million of our fixed-rate Senior Subordinated Notes due 2012 to variable rate debt. Under these swap agreements, we contract with a counter-party to exchange the difference between a floating rate and the fixed rate applied to $140 million of our Senior Subordinated Notes due 2012. These contracts are considered to be a hedge against changes in the fair value of the fixed-rate obligation. Accordingly, these interest rate swap contracts are reflected at fair value in our Consolidated Balance Sheet at December 31, 2002, an asset of $2.5 million, and the related debt is reflected at an amount equal to the sum of its carrying value plus an adjustment representing the change in fair value of the debt obligation attributable to the interest rate risk being hedged. Changes during any accounting period in the fair value of the interest rate s wap contract, as well as offsetting changes in the adjusted carrying value of the related portion of fixed-rate debt being hedged, are recognized as an adjustment to interest expense in the Consolidated Statement of Earnings. The change in fair value of the swaps exactly offsets the change in fair value of the hedged fixed-rate debt; therefore, there was no net impact on earnings from these swaps for the year ended December 31, 2002. The effect of these interest rate swaps reduced the interest rate on $140 million of our Senior Subordinated Notes due 2012 from 101/2% to a weighted-average rate of 7.46% at December 31, 2002. A 10% increase or decrease in the floating rate we must pay under these swap agreements would result in a change in pre-tax interest expense of approximately $1.0 million. This amount was calculated assuming the year-end weighted-average rate of the swaps was constant throughout the year.
     Interest swaps expose us to the risk that the counter-party may be unable to pay amounts it owes us under the swap agreements. To manage this risk, we enter into swap agreements only with financial institutions that have high credit ratings.

Commodity Prices
We are exposed to fluctuating market prices for commodities, including steel, copper, and aluminum. Each of our business segments is subject to the effects of changing raw material costs caused by movements in underlying commodity prices. We have established programs to manage the negotiations of commodity

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prices. Some of these programs are centralized within business segments, and others are specific to a business unit. In general, we enter into contracts with our vendors to lock in commodity prices at various times and for various periods to limit our near-term exposure to fluctuations in raw material prices. We do not believe that this exposure is material to our company.

Currency Risk
We have manufacturing, sales, and distribution facilities around the world and thus make investments and enter into transactions denominated in various foreign currencies. International sales, including those sales that originated outside of the United States, were approximately 34% of our total sales for 2002, with the largest percentage (23%) being sales into various European countries. Although the vast majority of our international sales which originate within the United States are denominated in U.S. Dollars, with the acquisitions of Grove in 2002 and Potain in 2001, we are more exposed to transactional and translational foreign exchange risk in recent years.
     Regarding transactional foreign exchange risk, we enter into limited forward exchange contracts to reduce earnings and cash flow impact on nonfunctional currency denominated receivables and payables, predominantly between our Euro-denominated operations and their customers outside the Euro zone. Gains and losses resulting from hedging instruments offset the foreign exchange gains or losses on the underlying assets and liabilities being hedged. The maturities of these forward exchange contracts generally coincide with the settlement dates of the related transactions. We also periodically hedge anticipated transactions, primarily at firm order date for orders to be sold into non-Euro-denominated locations, with forward exchange contracts. These forward exchange contracts are designated as cash flow hedges in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." At December 31, 2002, we have outstanding $1.2 million of forward exchange contra cts hedging outstanding firm orders and $1.7 million of forward exchange contracts hedging underlying accounts receivable. The aggregate fair value of these contracts is positive $0.1 million at December 2002 and they mature at various dates through February 2003. A 10% appreciation or depreciation of the underlying functional currency at December 31, 2002, would not have a significant impact on our Consolidated Balance Sheet or Consolidated Statement of Earnings. This is because any gains or losses under the foreign exchange contracts hedging accounts receivable balances would be offset by equal gains or losses on the underlying receivables. Any gains or losses under the foreign exchange contracts hedging outstanding firm orders would not have a significant impact due to the relatively immaterial amount of contracts outstanding.
     Our primary translation exchange risk exposure at December 31, 2002, was with the Euro and the British Pound Sterling. To a much lesser extent, we are also exposed to translational risk with our other foreign operations, primarily in China. Our Euro-denominated 175 million Senior Subordinated Notes due 2011 naturally hedge a significant amount of the translational risk with our operations in Europe. In addition, a large amount of the translational risk with our Chinese operations are naturally hedged with locally denominated debt service. The currency effects of these foreign-denominated debt obligations are reflected in the accumulated other comprehensive income account within stockholders' equity, where they offset the translational impact of an equal amount of similarly foreign-denominated net assets of our European and Chinese operations. A 10% appreciation or depreciation of the value of the Euro to the U.S. Dollar at December 31, 2002 would have the impact of increasing or decreasing the outstanding debt balance on our Consolidated Balance Sheet by $18.4 million. This impact would be partially offset by gains and losses on our net investments in foreign subsidiaries whose functional currency is the Euro.
     At December 31, 2002, there was also a portion of our foreign currency translation exposure that was not hedged. As a result, fluctuations in currency exchange rates can affect our stockholders' equity. Amounts invested in non-U.S. based subsidiaries are translated into U.S. Dollars at the exchange rate in effect at year-end.
     The resulting translation adjustments are recorded in stockholders' equity as cumulative translation adjustments. The cumulative translation adjustment component of stockholders' equity at December 31, 2002, is negative $17.6 million, or approximately 6% of total stockholders' equity. Using year-end exchange rates, the total amount invested in foreign operations at December 31, 2002, was approximately $352.3 million, of which approximately $208.9 million was naturally hedged with local, non-U.S. Dollar debt.

Environmental, Health, Safety, and Other Matters
Our global operations are governed by laws addressing the protection of the environment, workers safety, and health. Under various circumstances, these laws impose civil and criminal penalties and fines, as well as injunctive and remedial relief, for noncompliance. They also may require remediation at sites where company-related substances have been released into the environment.
     We have expended substantial resources globally, both financial and managerial, to comply with the applicable laws and regulations, and to protect the environment and our workers. We believe we are in substantial compliance with such laws and regulations and we maintain procedures designed to foster and ensure compliance. However, we have been and may in the future be subject to formal or informal enforcement actions or proceedings regarding noncompliance with such laws or regulations, whether or not determined to be ultimately responsible, in the normal course of business. Historically, these actions have been resolved in various ways with the regulatory authorities without material commitments or penalties to the company.
     We have been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) 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 us, 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. Recent estimates indicate that the total costs to clean up

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this site are approximately $30 million. However the ultimate allocations of cost for this site are not yet final. Although liability is joint and several, our share of liability is estimated to be 11% of the total cost. Prior to December 31, 1996, we accrued $3.3 million in connection with this matter. The amounts we have spent each year from 1999 through 2002 to comply with our portion of the cleanup costs have not been material. Remediation work at the site has been substantially completed, with only long-term pumping and treating of groundwater and site maintenance remaining. Our remaining estimated liability for this matter, included in other current and non-current liabilities in the Consolidated Balance Sheet at December 31, 2002 is $0.8 million. Based on the size of our current allocation of liability at this site, the existence of other viable potentially responsible parties and current reserves, we do not believe that any liability imposed in connection with this site will have a ma terial adverse effect on our financial condition, results of operations, or cash flows.      At certain of our other facilities, we have 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, we do not believe that these costs will be material. However, we can give no assurance that this will be the case.
     We believe that we have obtained and are in substantial compliance with those material environmental permits and approvals necessary to conduct our various businesses. Based on the facts pre- sently known, we do not expect environmental compliance costs to have a material adverse effect on our financial statements.
     As of December 31, 2002, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels. Prior to October 1, 2002, our retention levels were $0.1 million for Potain crane accidents; $1.0 million for all other crane accidents (except for Grove); $1.0 million for Foodservice equipment accidents occurring during 1990 to 1996; and $0.1 million for Foodservice equipment accidents occurring during 1997 to present. Prior to the acquisition, Grove purchased an insurance policy which effectively indemnified it against claims arising prior to October 1, 1997, up to an aggregate loss limit of $85.0 million. Beginning October 1, 1997, Grove's insurance included self-insured retention levels of $2.0 million per occurrence with an aggregate loss limit of $15.0 million per year for 1997 through 2000 and self-insurance retention levels of $3.0 million per occurrence with an aggregate loss limit of $15.0 million per year for 2000 through October 2002. Effective October 1, 2002, we adjusted our self-insurance retention limits for all United States crane product liability claims, including Grove, to $2.0 million per occurrence with an aggregate loss limit of $15.0 million per year. All non-United States crane product liability claims (other than Potain) are fully insured with a small deductible payable by us. The Potain and Foodservice self-insurance retention levels remained consistent. Prior to October 1, 2002, the insurer's annual contribution is limited to $25 million for Marine businesses, $25 million (1997-1998) and $50 million (1998- October 1, 2002) for Foodservice and Crane (other than Grove) businesses, and $100 million for Grove. Effective October 1, 2002, we adjusted the insurer's annual contribution limit to $100 million for all Foodservice and Crane businesses, whereas the insurer's annual contribution limit for Marine cases remained at $25 million.
     Product liability reserves included in accounts payable and accrued expenses in the Consolidated Balance Sheets at December 31, 2002 were $36.2 million; $13.2 million, reserved for specific cases, and $23.0 million was reserved for claims incurred but not reported which were estimated using actuarial methods. Based on our experience in defending product liability claims, we believe the current reserves are adequate for estimated settlements on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and the solvency of insurance carriers.
     At December 31, 2002 and 2001, we had reserved $38.5 million and $24.8 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Consolidated Balance Sheets. Certain of these warranties and other related claims involve matters in dispute that ultimately are resolved by negotiation, arbitration, or litigation. Infrequently a material warranty issue can arise which is beyond the scope of our historical experience.
     We are also involved in various other legal actions arising in the normal course of business, including numerous lawsuits involving asbestos-related claims in which we are one of numerous defendants. After taking into consideration legal counsel's evaluation of such actions, 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 our financial condition or operations.

Critical Accounting Policies
The Consolidated Financial Statements include accounts of the company and all its subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related footnotes. In preparing these financial statements, we have made our best estimates and judgements of certain amounts included in the Financial Statements, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Although we have listed a number of accounting policies below which we belie ve to be most critical, we also believe that all of our accounting policies are important to the reader. Therefore, please refer also to the Notes to the Consolidated Financial Statements beginning on page 44 for more detailed description of these and other accounting policies of the company.

Revenue Recognition-Revenue is generally recognized and earned when all the following criteria are satisfied with regard to a specific transaction: persuasive evidence of an arrangement exists, the price is fixed and determinable, collectibility of cash is reasonably assured, and delivery has occurred or services have been rendered. Revenues under long-term contracts within the Marine segment, including contracts with the U.S. Government, are recognized using

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the percentage-of-completion method of accounting. Under this method, revenues are recognized based on the ratio of costs incurred to estimated total costs at completion, and costs are expensed as incurred. Occasionally, we enter into transactions with customers that provide for residual value guarantees and buyback commitments. These transactions are recorded as operating leases. Net proceeds received in connection with the initial transactions are recorded as deferred revenue and are amortized to income straight-line basis over a period equal to that of the customer's third-party financing agreement.

Allowance for Doubtful Accounts-Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. Our estimate for the allowance for doubtful accounts related to trade receivables includes evaluation of specific accounts where we have information that the customer may have an inability to meet its financial obligations together with a general provision for unknown but existing doubtful accounts based on pre-established percentages to specific aging categories which are subject to change if experience improves or declines.

Inventories and Related Reserve for Obsolete and Excess Inventory-Inventories are valued at the lower of cost or market using both the first-in, first-out (FIFO) method and the last-in, first-out (LIFO) method and are reduced by a reserve for excess and obsolete inventories. The estimated reserve is based upon pre-established percentages applied to specific aging categories of inventory. These categories are evaluated based upon historical usage, estimated future usage, and sales requiring the inventory. These percentages were established based upon historical write-off experience.

Goodwill and Other Intangible Assets-We adopted SFAS No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized; however, it must be tested for impairment at least annually. Amortization continues to be recorded for other intangible assets with definite lives. On an annual basis, we test for impairment of goodwill by estimating the fair values of our reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Our other intangible assets with indefinite lives are tested for impairment at least annually. The impairment test consists of a comparison of the fair value of the intangible assets, calculated similarly to our goodwill analysis discussed above, to its carrying amount. Our other intangible assets subject to amortization are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." An impairment loss is recognized if the carrying amount exceeds the fair value. Fair value is calculated using undiscounted cash flow analysis of the asset. We are subject to financial statement risk to the extent that goodwill and indefinite-lived intangible assets become impaired.

Employee Benefit Plans-We provide a range of benefits to our employees and retired employees, including pensions and postretirement healthcare. Annually we record expenses relating to these plans based on calculations specified by U.S. GAAP, which are dependent upon various actuarial assumptions such as discount rates, assumed rates of return, compensation increases, turnover rates, and healthcare cost trend rates. The expected return on plan assets is based on our expectation of the long-term average rate of return on assets in the pension funds, which is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds. We review our actuarial assumptions on at least an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. As required by U.S. GAAP, the effects of the modifications are recorded currently or amortized over future periods. Based on information provided by our independent actuaries and other relevant sources, we believe that the assumptions used are reasonable. Based on the number of plans we acquired in the Grove acquisition, we anticipate that our periodic benefit cost will increase approximately $2.0 million and our funding requirements will increase between $1.0 million and $2.0 million in 2003.

Product Liability-We are subject in the normal course of business to product liability lawsuits. To the extent permitted under applicable laws, our exposure to losses from these lawsuits is mitigated by insurance with self-insured retention limits. We record product liability reserves for our self-insured portion of any pending or threatened product liability actions. Our reserve is based upon two estimates. First, we track the population of all outstanding pending and threatened product liability cases to determine an appropriate case reserve for each based upon our best judgement and the advice of legal counsel. These estimates are continually evaluated and adjusted based upon changes to the facts and circumstances surrounding the case. Second, we obtain a third-party actuarial analysis to determine the amount of additional reserve required to cover incurred but not reported product liability issues and to account for possible adverse development of the established case reserves (collectively referr ed to as IBNR). This actuarial analysis is performed twice annually and our IBNR reserve for product liability is adjusted based upon the results of that analysis. We have established a position within the actuarially determined range, which we believe is the best estimate, at which we will record the IBNR reserve to ensure consistency in the amount reported between periods.

Income Taxes-We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recorded a valuation allowance that represents foreign operating loss carryforwards for which utilization is uncertain. Management judgement is required in determining our provision for income taxes, deferred tax assets and

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liabilities, and the valuation allowance recorded against our net deferred tax assets. The valuation allowance would need to be adjusted in the event future taxable income is materially different than amounts estimated. Our policy is to remit earnings from foreign subsidiaries only to the extent any resultant foreign taxes are creditable in the United States. Accordingly, we do not currently provide for additional United States and foreign income taxes which would become payable upon remission of undistributed earnings of foreign subsidiaries.

Stock Options-We account for our stock option plans under the recognition and measurement provisions of Accounting Principles Board Opinion (APBO) No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock option based employee compensation costs are reflected in earnings, as all option grants under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

New Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, "Accounting for Obligations Associated with the Retirement of Long-Lived Assets." The provisions of SFAS No. 143 establish accounting standards for the recognition and measurement of an asset retirement obligation. This statement is effective for us as of January 1, 2003, and is not expected to have a material effect on our consolidated financial statements.
     In April 2002, the FASB issued SFAS No. 145, "Rescission of FAS Nos. 4, 44, and 64, Amendment of FAS 13 and Technical Corrections as of April 2002," which mainly addresses the accounting and disclosure related to early extinguishment of debt transactions as well as several other technical corrections. SFAS No. 145 is effective for us beginning January 1, 2003. The adoption of SFAS No. 145 will result in us reclassifying our 2001 loss on early extinguishment of debt from an extraordinary item to a component of earnings from operations.
     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses financial accounting and reporting for costs associated with exit or disposal activities. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This Statement also establishes that fair value is the objective for initial measurement of the liability. Severance pay under SFAS No. 146, in many cases, would be recognized over time rather than up front. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002.
     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," which provides alternative methods of transition for a voluntary change to fair value based method of accounting for stock-based employee compensation as prescribed in SFAS No. 123, "Accounting for Stock Based Compensation." Additionally, SFAS No. 148 requires more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. The provisions of this Statement are effective for fiscal years ending after December 15, 2002. We have adopted the disclosure provisions of SFAS No. 148 as of December 31, 2002.
     In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires a guarantor to recognize, at the inception of a qualified guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. We adopted the disclosure provision of FIN No. 45 as of December 31, 2002. The initial recognition and measurement provisions of FIN No. 45 are effective on a prospective basis for qualified guarantees issued or modified after December 31, 2002.

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," 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:

Cranes and Related Products-market acceptance of new and innovative products; cyclicality of the construction industry; the effects of government spending on construction-related projects throughout the world; growth in world demand for our crane product offering; the replacement cycle of technologically obsolete cranes; demand for used equipment in developing countries; and foreign exchange rate risk.

Foodservice Equipment-market acceptance of new and innovative products; demographic information affecting two-income families and general population growth; household income; weather; consolidations within restaurant and foodservice equipment industries; global expansion of customers; actions of competitors; the commercial ice-cube machine replacement cycle in the United States; specialty foodservice market growth; future strength of the beverage industry; new product introductions; and the demand for quick-service restaurants and kiosks.

Marine-shipping volume fluctuations based on performance of the steel industry; weather and water levels on the Great Lakes; trends in government spending on new vessels; five-year survey schedule; the replacement cycle of older marine vessels; growth of existing marine fleets; consolidation of the Great Lakes marine industry; frequency of casualties on the Great Lakes; and the level of construction and industrial maintenance.

Corporate (including factors that may affect all three segments)-changes in laws and regulations throughout the world; the ability to finance, complete and successfully integrate acquisitions, strategic alliances and joint ventures; competitive pricing; changes in domestic and international economic and industry conditions; changes in the interest rate environment; risks associated with growth; foreign currency fluctuations; worldwide political risk; pressure of additional financing leverage resulting from acquisitions; and success in increasing manufacturing efficiencies.

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Supplemental Quarterly Financial Information

Thousands of dollars, except per share data	2002									2001
		First			Second		Third		Fourth			First		Second			Third		Fourth
Net sales	$	283,025		$	328,275	$	394,918	$	400,359		$	211,977	$	277,846		$	284,938	$	271,797
Gross profit		67,741			88,358		88,663		81,596			53,583		77,349			76,122		69,310
Earnings from continuing operations		6,114			19,650		14,218		197			9,646		17,623			12,419		9,053
Discontinued operations:
Earnings (loss) from discontinued   operations, net of income taxes		476			431		510		159			225		312			20		(426	)
Loss on sale of discontinued operations,   net of income taxes		- --			- --		- --		(25,457	)		- --		- --			- --		- --
Extraordinary loss on debt extinguishment,   net of income taxes		- --			- --		- --		- --			- --		(3,324	)		- --		- --
Cumulative effect of accounting change,   net of income taxes		(36,800	)		--		--		--			--		--			--		--
Net earnings (loss)	$	(30,210	)	$	20,081		14,728	$	(25,101	)		9,871		14,611			12,439		8,627
Basic earnings (loss) per share:
Earnings from continuing operations	$	0.25		$	0.81	$	0.56	$	.01		$	0.40	$	0.73		$	0.51	$	0.38
Earnings (loss) from discontinued operations,   net of income taxes		0.02			0.02		0.02		0.01			0.01		0.01			- --		(0.02	)
Loss on sale of discontinued operations,   net of income taxes		- --			- --		- --		(0.96	)		- --		- --			- --		- --
Extraordinary loss on debt extinguishment,   net of income taxes		- --			- --		- --		- --			- --		(0.14	)		- --		- --
Cumulative effect of accounting change,   net of income taxes		(1.52	)		--		--		--			--		--			--		--
Net earnings (loss)	$	(1.25	)	$	0.83	$	0.58	$	(0.94	)	$	0.41	$	0.60		$	0.51	$	.36
Diluted earnings (loss) per share:
Earnings from continuing operations	$	0.24		$	0.79	$	0.55	$	0.01		$	0.39	$	0.72		$	0.51	$	0.37
Earnings (loss) from discontinued operations,   net of income taxes		0.02			0.02		0.02		0.01			0.01		0.01			- --		(0.02	)
Loss on sale of discontinued operations,   net of income taxes		- --			- --		- --		(0.95	)		- --		- --			- --		- --
Extraordinary loss on debt extinguishment,   net of income taxes		- --			- --		- --		- --			- --		(0.13	)		- --		- --
Cumulative effect of accounting change,   net of income taxes		(1.48	)		--		--		--			--		--			--		--
Net earnings (loss)	$	(1.22	)	$	0.81	$	0.57	$	(0.93	)	$	0.40	$	0.60		$	0.51	$	0.35
Dividends per common share1	$	--		$	--	$	--	$	0.28		$	0.075	$	--		$	--	$	0.225

Note-The quarterly information for both 2002 and 2001 has been restated to show the discontinued operation presentation of Manitowoc Boom Trucks, Inc. and
Femco Machine Company, Inc.

¹In February 2001, the board of directors adopted a resolution to pay cash dividends annually rather than quarterly, the amount and timing of which will be decided at its
regular fall meeting each year.

Quarterly Common Stock Price Range

	2002						2001						2000
Year Ended December 31		High		Low		Close		High		Low		Close		High		Low		Close
1st Quarter	$	40.55	$	29.92	$	39.07	$	30.94	$	23.00	$	24.80	$	32.63	$	24.56	$	27.50
2nd Quarter		43.90		34.76		35.10		29.50		22.30		29.50		34.88		26.75		26.75
3rd Quarter		35.10		26.74		27.05		29.50		22.40		24.24		30.88		19.00		19.75
4th Quarter		28.04		21.86		25.50		32.84		23.00		31.10		31.06		17.63		29.00

The company's common stock is traded on the New York Stock Exchange.

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The Manitowoc Company, Inc.
Six-Year Financial Summary

Thousands of dollars, except shares and per share data			2002			2001			2000			1999			1998			1997
Net Sales	Cranes and Related Products	$	724,214		$	453,244		$	275,265		$	288,518		$	271,308		$	211,850
	Foodservice Equipment		462,906			411,637			425,080			379,625			319,457			247,057
	Marine		219,457			181,677			71,942			55,204			45,412			39,162
	Total		1,406,577			1,046,558			772,287			723,347			636,177			498,069
	Gross Profit		326,358			276,364			217,984			213,960			183,221			141,107
Earnings From Operations	Cranes and Related Products		60,984			64,319			53,051			53,595			42,477			29,771
	Foodservice Equipment		60,649			57,942			61,368			65,372			52,950			36,746
	Marine		19,934			18,924			8,902			7,297			6,978			5,648
	Corporate		(15,171	)		(11,961	)		(12,313	)		(11,166	)		(10,543	)		(8,903	)
	Amortization expense		(2,001	)		(11,094	)		(6,721	)		(5,932	)		(3,421	)		(1,934	)
	Plant consolidation costs		(3,900	)		-			-			-			-			-
	Restructuring costs		(7,709	)		-			-			-			-			-
	Total		112,786			118,130			104,287			109,166			88,441			61,328
	Interest expense		(51,963	)		(37,408	)		(12,809	)		(10,780	)		(9,694	)		(6,196	)
	Other income (expense) - net		1,957			(1,247	)		(2,037	)		(1,972	)		(1,465	)		(917	)
	Earnings from continuing operations before income taxes		62,780			79,475			89,441			96,414			77,282			54,215
	Provision for taxes on income		(22,601	)		(30,734	)		(33,269	)		(35,673	)		(28,509	)		(20,061	)
	Earnings from continuing operations		40,179			48,741			56,172			60,741			48,773			34,154
	Discontinued operations:
	Earnings from discontinued operations, net of income taxes		1,576			131			4,096			6,043			2,607			2,269
	Loss on sale of discontinued operations, net of income taxes		(25,457	)		-			-			-			-			-
	Extraordinary loss on debt extinguishment, net of income taxes		--			(3,324	)		-			-			-			-
	Cumulative effect of accounting change, net of income taxes		(36,800	)		-			-			-			-			-
	Net earnings (loss)	$	(20,502	)	$	45,548		$	60,268		$	66,784		$	51,380		$	36,423
Other Financial Information	Cash flow from continuing operations	$	98,182		$	106,205		$	53,671		$	101,006		$	53,998		$	40,358
	Cash flow from operations	$	94,539		$	106,615		$	63,047		$	103,371		$	56,814		$	43,587
	Invested capital (monthly averages):
	Cranes and Related Products	$	599,712		$	345,610		$	137,562		$	123,757		$	96,031		$	67,596
	Foodservice Equipment		326,002			330,376			312,842			274,378			227,863			171,647
	Marine		66,111			57,185			64,885			3,416			4,534			6,019
	Corporate		70,960			61,262			14,885			11,520			11,476			11,512
	Total	$	1,062,785		$	794,433		$	530,174		$	413,071		$	339,904		$	256,774
Identifiable Assets	Cranes and Related Products	$	1,022,771		$	577,920		$	171,867		$	165,974		$	178,470		$	100,591
	Foodservice Equipment		320,840			368,363			359,196			314,982			254,506			249,384
	Marine		93,983			77,291			75,757			10,162			7,023			6,426
	Corporate		139,529			57,238			35,710			39,122			41,015			39,967
	Total	$	1,577,123		$	1,080,812		$	642,530		$	530,240		$	481,014		$	396,368
Long-Term Obligations	Long -term debt	$	623,547		$	446,522		$	137,668		$	79,223		$	79,834		$	66,359
Depreciation	Cranes and Related Products	$	24,226		$	10,926		$	2,118		$	2,613		$	2,729		$	2,719
	Foodservice Equipment		7,071			7,082			6,168			4,861			4,906			3,613
	Marine		1,165			998			437			415			333			256
	Corporate		615			668			352			384			405			405
	Total	$	33,077		$	19,674		$	9,075		$	8,273		$	8,373		$	6,993
Capital Expenditures	Cranes and Related Products	$	19,116		$	17,032		$	2,117		$	3,221		$	2,153		$	2,055
	Foodservice Equipment		4,107			7,307			8,883			8,974			7,415			6,847
	Marine		1,490			2,908			1,481			1,165			1,174			233
	Corporate		8,283			1,857			168			39			144			8
	Total	$	32,996		$	29,104		$	12,649		$	13,399		$	10,886		$	9,143
Per Share	Basic earnings (loss) per share:
	Earnings from continuing operations	$	1.58		$	2.00		$	2.26		$	2.34		$	1.87		$	1.32
	Earnings from discontinued operations, net of income taxes		0.06			0.01			0.16			0.23			0.11			0.09
	Loss on sale of discontinued operations, net of income taxes		(1.01	)		-			-			-			-			-
	Extraordinary loss on debt extinguishment, net of income taxes		-			(0.14	)		-			-			-			-
	Cumulative effect of accounting change, net of income taxes		(1.46	)		-			-			-			-			-
	Net earnings (loss)	$	(0.82	)	$	1.87		$	2.42		$	2.57		$	1.98		$	1.41
	Diluted earnings (loss) per share:
	Earnings from continuing operations	$	1.56		$	1.99		$	2.24		$	2.32		$	1.87		$	1.31
	Earnings from discontinued operations, net of income taxes		0.06			-			0.16			0.23			0.10			0.09
	Loss on sale of discontinued operations, net of income taxes		(0.99	)		-			-			-			-			-
	Extraordinary loss on debt extinguishment, net of income taxes		--			(0.13	)		-			-			-			-
	Cumulative effect of accounting change, net of income taxes		(1.43	)		-			-			-			-			-
	Net earnings (loss)	$	(0.80	)	$	1.86		$	2.40		$	2.55		$	1.97		$	1.40
	Average shares outstanding:
	Basic		25,192,562			24,269,807			24,891,387			25,991,711			25,932,356			25,900,682
	Diluted		25,781,801			24,548,463			25,122,795			26,200,666			26,125,067			26,096,529

Note-Certain information above for years 2001 through 1997 has been restated to show the discontinued
operation presentation of Manitowoc Boom Trucks, Inc. and Femco Machine Company, Inc.

38-39

The Manitowoc Company, Inc.
Consolidated Statements of Earnings

Thousands of dollars, except per share data, for the Years Ended December 31		2002			2001			2000
Earnings
Net sales	$	1,406,577		$	1,046,558		$	772,287
Costs and expenses:
Cost of sales		1,080,219			770,194			554,303
Engineering, selling and administrative expenses		199,962			147,140			106,976
Amortization expense		2,001			11,094			6,721
Plant consolidation costs		3,900			--			--
Restructuring costs		7,709			--			--
Total costs and expenses		1,293,791			928,428			668,000
Operating earnings from continuing operations		112,786			118,130			104,287
Interest expense		(51,963	)		(37,408	)		(12,809	)
Other income (expense) - net		1,957			(1,247	)		(2,037	)
Earnings from continuing operations before income taxes		62,780			79,475			89,441
Provision for taxes on income		22,601			30,734			33,269
Earnings from continuing operations		40,179			48,741			56,172
Discontinued operations:
Earnings from discontinued operations, net of income taxes of $886,    $83 and $2,583, respectively		1,576			131			4,096
Loss on sale of discontinued operations, net of income taxes of  $10,853		(25,457	)		--			--
Extraordinary loss on debt extinguishment, net of income taxes of $2,216		--			(3,324	)		--
Cumulative effect of accounting change, net of income taxes of $14,200		(36,800	)		--			--
Net earnings (loss)	$	(20,502	)	$	45,548		$	60,268
Per Share Data
Basic earnings (loss) per share:
Earnings from continuing operations	$	1.58		$	2.00		$	2.26
Earnings from discontinued operations, net of income taxes		0.06			0.01			0.16
Loss on sale of discontinued operations, net of income taxes		(1.01	)		--			--
Extraordinary loss on debt extinguishment, net of income taxes		--			(0.14	)		--
Cumulative effect of accounting change, net of income taxes		(1.46	)		--			--
Net earnings (loss)	$	(0.82	)	$	1.87		$	2.42
Diluted earnings (loss) per share:
Earnings from continuing operations	$	1.56		$	1.99		$	2.24
Earnings from discontinued operations, net of income taxes		0.06			--			0.16
Loss on sale of discontinued operations, net of income taxes		(0.99	)		--			--
Extraordinary loss on debt extinguishment, net of income taxes		--			(0.13	)		--
Cumulative effect of accounting change, net of income taxes		(1.43	)		--			--
Net earnings (loss)	$	(0.80	)	$	1.86		$	2.40

The accompanying notes are an integral part of these financial statements.

40

The Manitowoc Company, Inc.
Consolidated Balance Sheets

Thousands of dollars, except share data, as of December 31		2002				2001
Assets
Current Assets
Cash and cash equivalents	$	28,035			$	23,581
Marketable securities		2,371				2,151
Account receivable, less allowances of $8,295 and $3,037		226,091				141,211
Inventories - net		255,218				123,056
Deferred income taxes		96,741				28,346
Other current assets		38,708				12,745
Total current assets		647,164				331,090
Property, plant and equipment - net		319,301				175,384
Goodwill - net		380,338				507,739
Other intangible assets - net		127,299				--
Deferred income taxes		19,662				--
Other non-current assets		83,359				66,599
Total assets	$	1,577,123			$	1,080,812
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	386,490			$	236,131
Current portion of long-term debt		33,328				31,087
Short-term borrowings		9,304				10,961
Product warranties		31,276				17,982
Total current liabilities		460,398				296,161
Non-Current Liabilities
Long-term debt, less current portion		623,547				446,522
Pension obligations		66,051				2,809
Postretirement health and other benefit obligations		65,777				20,239
Deferred income taxes		--				5,143
Other non-current liabilities		66,235				46,143
Total non-current liabilities		821,610				520,856
Commitments and contingencies (Note 13)
Stockholders' Equity
Common stock (36,746,482 shares issued, 26,412,735 and 24,053,085 shares    outstanding, respectively)		367				367
Additional paid-in capital		81,230				31,670
Accumulated other comprehensive loss		(23,574		)		(3,937	)
Unearned compensation		(609	)			--
Retained earnings		344,689				372,623
Treasury stock, at cost (10,358,562 and 12,693,397 shares, respectively)		(106,988	)			(136,928	)
Total stockholders' equity		295,115				263,795
Total liabilities and stockholders' equity	$	1,577,123			$	1,080,812

The accompanying notes are an integral part of these financial statements.

41

The Manitowoc Company, Inc.
Consolidated Statements of Cash Flows

Thousands of dollars for the Years Ended December 31		2002			2001			2000
Cash Flows From Operations
Net earnings (loss)	$	(20,502	)	$	45,548		$	60,268
Adjustments to reconcile net earnings (loss) to cash provided   by operating activities of continuing operations:
Discontinued operations, net of income taxes		23,881			(131	)		(4,096	)
Depreciation		33,077			19,674			9,075
Amortization of intangible assets		2,001			11,428			6,721
Amortization of deferred financing fees		4,091			3,204			672
Deferred income taxes		(10,561	)		1,667			7,148
Plant relocation costs		3,900			--			--
Restructuring costs		7,709			--			--
Cumulative effect of accounting change, net of income taxes		36,800			--			--
Extraordinary loss on early extinguishment of debt, net of income taxes		--			3,324			--
(Gain) loss on sale of property, plant and equipment		(3,757	)		(2,374	)		274
Changes in operating assets and liabilities, excluding effects of   business acquisitions:
Accounts receivable		(12,907	)		15,228			(8,638	)
Inventories		9,141			29,181			2,144
Other current assets		(3,978	)		6,872			(17	)
Non-current assets		(1,468	)		(29,435	)		777
Current liabilities		27,840			1,309			(22,144	)
Non-current liabilities		2,915			710			1,487
Net cash provided by operating activities of continuing operations		98,182			106,205			53,671
Net cash provided by (used for) operating activities of discontinued operations		(3,643	)		410			9,376
Net cash provided by operating activities		94,539			106,615			63,047
Cash Flows From Investing
Business acquisitions, net of cash acquired		976			(285,533	)		(98,982	)
Capital expenditures		(32,996	)		(29,104	)		(12,649	)
Proceeds from sale of property, plant and equipment		16,699			10,219			3,481
Purchase of marketable securities		(220	)		(107	)		(121	)
Net cash used for investing activities of continuing operations		(15,541	)		(304,525	)		(108,271	)
Net cash provided by (used for) investing activities of discontinued operations		11,108			(157	)		(766	)
Net cash used for investing activities		(4,433	)		(304,682	)		(109,037	)
Cash Flows From Financing
Proceeds from long-term debt		--			345,116			--
Payments on Grove borrowings		(198,328	)		--			--
Proceeds from senior subordinated notes		175,000			156,118			--
Payments on long-term debt		(39,280	)		(161,889	)		(1,093	)
Proceeds (payments) from revolver borrowings - net		(10,243	)		(78,727	)		83,319
Proceeds (payments) from issuance of commercial paper - net		--			(24,700	)		24,700
Debt issue costs		(6,630	)		(21,023	)		--
Dividends paid		(7,432	)		(7,358	)		(7,507	)
Treasury stock purchases		--			--			(49,752	)
Exercises of stock options		1,511			183			339
Net cash provided by (used for) financing		(85,402	)		207,720			50,006
Effect of exchange rate changes on cash		(250	)		(55	)		(130	)
Net increase in cash and cash equivalents		4,454			9,598			3,886
Balance at beginning of year		23,581			13,983			10,097
Balance at end of year	$	28,035		$	23,581		$	13,983
Supplemental Cash Flow Information
Interest paid	$	39,284		$	29,717		$	11,837
Income taxes paid	$	25,253		$	29,306		$	36,632

The accompanying notes are an integral part of these financial statements.

42

The Manitowoc Company, Inc.
Consolidated Statements of Stockholders' Equity
and Comprehensive Income (Loss)

Thousands of dollars, except shares data, for the Years Ended December 31		2002			2001			2000
Common Stock - Shares Outstanding
Balance at beginning of year		24,053,085			24,259,463			26,088,369
Treasury stock purchases		--			--			(1,882,900	)
Stock issued for Grove acquisition		2,164,502			--			--
Stock options exercised		114,548			21,799			68,919
Stock swap for stock options exercised		(14,449	)		(3,736	)		(14,925	)
Restricted stock issued		24,815			--			--
Stock issued from Deferred Compensation Plans		70,234			16,108			--
Stock issued to Deferred Compensation Plans		--			(240,549	)		--
Balance at end of year		26,412,735			24,053,085			24,259,463
Common Stock - Par Value
Balance at end of year	$	367		$	367		$	367
Additional Paid-In Capital
Balance at beginning of year	$	31,670		$	31,602		$	31,476
Stock issued for Grove acquisition		47,905			--			--
Stock options exercised		1,066			68			126
Restricted stock issued		589			--			--
Balance at end of year	$	81,230		$	31,670		$	31,602
Accumulated Other Comprehensive Loss
Balance at beginning of year	$	(3,937	)	$	(2,569	)	$	(814	)
Other comprehensive loss:
Foreign currency translation adjustments		(15,711	)		656			(1,755	)
Derivative instrument fair market value adjustment, net of income taxes   of $309 and $1,318		445			(2,024	)		- --
Additional minimum pension liability, net of income taxes of $2,459		(4,371	)		--			--
Balance at end of year	$	(23,574	)	$	(3,937	)	$	(2,569	)
Unearned Compensation
Balance at beginning of year	$	--		$	--		$	--
Restricted stock issued during the year		(843	)		--			--
Compensation expense recognized during the year		234			--			--
Balance at end of year	$	(609	)	$	--		$	--
Retained Earnings
Balance at beginning of year	$	372,623		$	334,433		$	281,672
Net earnings (loss)		(20,502	)		45,548			60,268
Cash dividends		(7,432	)		(7,358	)		(7,507	)
Balance at end of year	$	344,689		$	372,623		$	334,433
Treasury Stock
Balance at beginning of year	$	(136,928	)	$	(130,064	)	$	(80,525	)
Treasury stock purchases		--			--			(49,752	)
Stock issued for Grove acquisition		22,095			--			--
Stock options exercised		1,227			227			675
Stock swaps for stock options exercised		(615	)		(112	)		(462	)
Restricted stock issued		254			--			--
Stock held by Deferred Compensation Plans		6,979			(6,979	)		--
Balance at end of year	$	(106,988	)	$	(136,928	)	$	(130,064	)
Comprehensive Income (Loss)
Net earnings (loss)	$	(20,502	)	$	45,548		$	60,268
Other comprehensive loss:
Foreign currency translation adjustments		(15,711	)		656			(1,755	)
Derivative instrument fair market value adjustment, net of income taxes		445			(2,024	)		--
Additional minimum pension liability, net of income taxes		(4,371	)		--			--
Comprehensive income (loss)	$	(40,139	)	$	44,180		$	58,513

The accompanying notes are an integral part of these financial statements.

43

Notes to Consolidated Financial Statements
(Table information in thousands of dollars, except per share data)

1. Summary of Significant Accounting Policies

Operations   The Manitowoc Company, Inc. and its subsidiaries (collectively referred to as the "company") are diversified industrial manufacturers with leading positions in their three principal segments: Cranes and Related Products (Crane); Foodservice Equipment (Foodservice); and Marine.
     Crane products consist primarily of lattice-boom crawler cranes, mobile telescopic cranes, tower cranes, boom trucks and aerial work platforms. Crane also specializes in crane rebuilding and remanufacturing services. The crane products are marketed under the Manitowoc, Potain, Grove, National and Manlift brand names and are used in a wide variety of applications, including energy, petrochemical and industrial projects, infrastructure development such as road, bridge and airport construction, commercial and high-rise residential construction, mining and dredging.
     Foodservice products consist primarily of commercial ice-cube machines, ice/beverage dispensers, commercial walk-in and reach-in refrigerators and freezers, refrigerated undercounter and food preparation tables, private label residential refrigerators and freezers, backroom beverage equipment, and distribution services. Foodservice products serve the lodging, restaurant, health care, convenience-store, soft-drink bottling and institutional foodservice markets.
     Marine provides new construction, ship-repair and maintenance services to foreign and domestic vessels operating on the Great Lakes, as well as miscellaneous industrial services. Marine is also a provider of Great Lakes and oceangoing mid-sized commercial, research, and military vessels. Marine serves the Great Lakes maritime market consisting of both U.S. and Canadian fleets, inland waterway operators, and oceangoing vessels that transit the Great Lakes and St. Lawrence Seaway.

Principles of Consolidation and Use of Estimates   The consolidated financial statements include the accounts of The Manitowoc Company, Inc. and its wholly and majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to current year's presentation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash Equivalents and Marketable Securities All short-term investments purchased with an original maturity of three months
or less are considered cash equivalents. Marketable securities at December 31, 2002 and 2001, included $2.4 million and $2.2 million, respectively, of securities which are considered "available for sale." The difference between fair market value and cost of these investments was not significant in either year.

Inventories Inventories are valued at the lower of cost or market value. Approximately 86% and 79% of the company's inventories at December 31, 2002 and 2001, respectively, were computed using the first-in, first-out (FIFO) method. The remaining inventories were computed using the last-in, first-out (LIFO) method. If the FIFO inventory valuation method had been used exclusively, inventories would have increased by $18.6 million and $19.6 million at December 31, 2002 and 2001, respectively. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs.

Goodwill and Other Intangible Assets The company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized, but it is tested for impairment at least annually. Amortization continues to be recorded for other intangible assets with definite lives. Each year the company tests for impairment of goodwill by estimating the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The company's other intangible assets with indefinite lives are tested for impairment at least annually. The impairment test consists of a comparison of the fair value of the intangible assets, calculated similarly to the goodwill analysis discussed above, to its carrying amount. The company's other intangible assets subject to amortization are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." An impairment loss is recognized if the carrying amount exceeds the fair value. Fair value is calculated using undiscounted cash flow analysis of the asset.

Property, Plant and Equipment Property, plant and equipment is stated at cost. Expenditures for maintenance, repairs and minor renewals are charged against earnings as incurred. Expenditures for major renewals and improvements that substantially extend the capacity or useful life of an asset are capitalized and amortized by depreciation charges. The cost and accumulated depreciation for property, plant and equipment sold, retired, or otherwise disposed of are relieved from the accounts, and resulting gains or losses are reflected in earnings. Property, plant and equipment is depreciated over the estimated useful lives of the assets primarily using the straight-line depreciation method for financial reporting and on accelerated methods for income tax purposes.
     Property, plant and equipment is depreciated over the following estimated useful lives:

	Years
Buildings and improvements	3-40
Drydocks and dock fronts	15-27
Machinery, equipment and tooling	3-25
Furniture and fixtures	3-10
Computer hardware and software	2-5

Property, plant and equipment also include cranes under operating leases with others. Equipment under lease to others includes equipment leased directly to the customer and equipment for which the company has guaranteed a residual value or made a buyback commitment. The amount of rental equipment included in property, plant and equipment for which the company has guaranteed a residual value or made a buyback commitment amounted to $36.6 million and $13.4 million, net of accumulated depreciation, at December 31, 2002 and 2001, respectively. Leased equipment transactions, which are leased directly to the customer, are accounted for as operating leases with the related assets capitalized and depreciated over their estimated economic life not to exceed 84 months. For equipment involved in financing arrangements, the equipment is depreciated over the life of the underlying arrangement so that the net book value at the end of the period equals the buyback amount or the residual value amount.

Other Non-Current Assets Other non-current assets include tooling assets and other project start-up costs of $20.2 million and $23.0 million at December 31, 2002 and 2001, respectively. These assets are

44

used in the development and production of certain refrigeration equipment produced under contract with a third party. These costs are reimbursed by the customer according to the contract on a per unit sold basis with annual minimum reimbursements required in order to ensure reimbursement of all of the costs. The tooling belongs to the customer at the end of the reimbursement period.

Impairment of Long-lived Assets The company reviews long-lived assets, including goodwill and other intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.
     For property, plant and equipment and other long-lived assets, other than goodwill and other intangible assets, the company performs undiscounted operating cash flow analyses to determine if an impairment exists. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets held for sale are based on the estimated proceeds to be received, less costs to sell. See discussion of the impairment of goodwill and other intangible assets above.
     On January 1, 2002, the company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30 related to the disposal of a segment of a business. The adoption of SFAS No. 144 did not have a material effect on the company relative to impairment measurement of long-lived assets, however, it did impact the company during 2002 related to reporting the disposal of certain businesses as discontinued operations, which prior to the adoption would have been reported in continuing operations in the Consolidated Statement of Earnings (see Note 3. "Discontinued Operations").

Financial Instruments The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable, and variable rate debt approximated fair value at December 31, 2002 and 2001. The fair value of the company's 103/8% Senior Subordinated Notes due 2011 was approximately $184.4 million and $160.4 million at December 31, 2002 and 2001, respectively. The fair value of the company's 101/2% Senior Subordinated Notes due 2012 was approximately $181.6 million at December 31, 2002. The aggregate fair values of interest rate swaps and foreign currency exchange contracts at December 31, 2002 and 2001, were negative $0.1 million and negative $3.3 million, respectively. These fair values are the amounts at which they could be settled, based on internal estimates and estimates obtained from financial institutions.

Warranties Estimated warranty costs are recorded in cost of sales at the time of sale of the warranted products based on historical warranty experience for the related product or estimates of projected losses due to specific warranty issues on new products. These estimates are reviewed periodically and are adjusted based on changes in facts, circumstances or actual experience.

Environmental Liabilities The company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as information develops or circumstances change. Costs of long-term expenditures for environmental remediation obligations are not discounted to their present value because the timing of the cash flows are not estimable.

Foreign Currency Translation The financial statements of the company's non-U.S. subsidiaries are translated using the current exchange rate for assets and liabilities and the weighted-average exchange rate for the year for Statement of Earnings items. Resulting translation adjustments are recorded directly to accumulated other comprehensive income in stockholders' equity.

Derivative Financial Instruments The company has written policies and procedures that place all financial instruments under the direction of corporate treasury and restrict all derivative transactions to those intended for hedging purposes. The use of financial instruments for trading purposes is strictly prohibited. The company uses financial instruments to manage the market risk from changes in foreign exchange rates and interest rates.
     On January 1, 2001, the company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138. The fair values of all derivatives are recorded in the Consolidated Balance Sheets. The change in a derivative's fair value is recorded each period in current earnings or accumulated other comprehensive income (OCI), depending on whether the derivative is designated and qualifies as part of a hedge transaction and if so, the type of hedge transaction.

Cash Flow Hedges The company selectively hedges anticipated transactions that are subject to foreign exchange exposure, primarily using foreign currency exchange contracts. These instruments are designated as cash flow hedges in accordance with SFAS No. 133 and are recorded in the Consolidated Balance Sheets at fair value. The effective portion of the contracts' gains or losses due to changes in fair value are initially recorded as a component of accumulated OCI and are subsequently reclassified into earnings when the hedged transactions, typically sales and costs related to sales, occur and affect earnings. These contracts are highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates. The company also selectively uses interest rate swaps to modify its exposure to interest rate movements and reduce borrowing costs. These swaps also qualify as cash flow hedges, with changes in fair value recorded as a component of accumulated OCI. Interest expen se is recorded in earnings at the fixed rate set forth in the swap agreement.
     For the years ended December 31, 2002 and 2001, no amount was recognized in earnings due to ineffectiveness of a hedge transaction. The amount reported as derivative instrument fair market value adjustments in the accumulated OCI account within stockholders' equity represents the net gain/loss on derivatives designated as cash flow hedges.

Fair Value Hedges The company had two interest rate swaps outstanding at December 31, 2002 designated as a hedge of the fair value of a portion of the fixed-rate Senior Subordinated Notes due 2012 issued in connection with the August 2002 acquisition of Grove. Both the swaps and the hedged portion of the debt are recorded in the Consolidated Balance Sheet at fair value. The change in fair value of the swaps exactly offsets the change in fair value of the hedged debt, with no net impact on earnings. Interest expense of the hedged debt is recorded at the variable rate in earnings.

Stock-Based Compensation At December 31, 2002, the company has three stock-based compensation plans, which are described more fully in Note 12. "Stock Options." The company accounts for these plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based employee compensation cost related to stock options is reflected in earnings, as all option grants under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. During 2002, the company recognized approximately $0.2 million of compensation expense related to restricted stock which was issued during 2002. The following table illustrates the effect on net earnings and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock based employee compensation.

45

		2002			2001			2000
Reported net earnings (loss)	$	(20,502	)	$	45,548		$	60,268
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method for
all awards, net of income taxes		(3,512	)		(2,028	)		(1,327	)
Pro forma net earnings	$	(24,014	)	$	43,520		$	58,941
Earnings (loss) per share:
Basic - as reported	$	(0.82	)	$	1.87		$	2.42
Basic - pro forma	$	(0.95	)	$	1.79		$	2.37
Diluted - as reported	$	(0.80	)	$	1.86		$	2.40
Diluted - pro forma	$	(0.93	)	$	1.77		$	2.35

Revenue Recognition and Long-Term Contracts Revenue is generally recognized and earned when all the following criteria are satisfied with regard to a specific transaction: persuasive evidence of a sales arrangement exists; the price is fixed or determinable; collectibility of cash is reasonably assured; and delivery has occurred or services have been rendered. Revenues under long-term contracts within the Marine segment, including contracts with the U.S. Government, are recorded using the percentage-of-completion method of accounting. Revenues under these fixed-price long-term contracts are recorded based on the ratio of costs incurred to estimated total costs at completion, and costs are expensed as incurred. Amounts representing contract change orders, claims, or other items are included in revenue only when they can be reliably estimated and realization is probable. When adjustments in contract value or estimated costs are determined, any changes from prior estimates are reflected in earnings in th e current period. Anticipated losses on contracts or programs in progress are charged to earnings when identified.
     Amounts related to long-term contracts accounted for according to the percentage-of-completion method included in the Consolidated Balance Sheets at December 31 were as follows:

		2002		2001
Amounts billed, included in accounts receivable	$	12,969	$	2,563
Recoverable costs and accrued profit on progress    completed - not billed, included in other current assets	$	17,498	$	7,728
Amounts billed in excess of sales, included in    accounts payable and accrued expenses	$	1,293	$	8,405

Recoverable costs and accrued profit on progress completed but not billed relate to amounts not billable at the balance sheet date. It is anticipated that such amounts will be billed in the first quarter of the subsequent year. Amounts billed but not paid pursuant to retainage contract provisions, which are due upon completion of the contracts, were $4.0 million and $1.1 million as of December 31, 2002 and 2001, respectively.
     Occasionally, the company enters into transactions with customers that provide for residual value guarantees and buyback commitments. These transactions are recorded as operating leases. Net proceeds received in connection with the 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. See Note 14. "Guarantees."

Research and Development Research and development costs are charged to expense as incurred and amounted to $9.7 million, $7.9 million and $6.4 million, for the years ended December 31, 2002, 2001 and 2000, respectively. Research and development costs include salaries, materials, contractor fees and other administrative costs.

Income Taxes The company utilizes the liability method to recognize deferred tax assets and liabilities for the expected future income tax consequences of events that have been recognized in the company's financial statements. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. Valuation allowances are provided for deferred tax assets where it is considered more likely than not that the company will not realize the benefit of such assets.

Earnings per Share Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during each year or period. Diluted earnings per share is computed similar to basic earnings per share except that the weighted average shares outstanding is increased to include the number of additional shares that would have been outstanding if stock options were exercised and the proceeds from such exercise were used to acquire shares of common stock at the average market price during the year or period. Shares of common stock held by the Deferred Compensation Plans are not considered outstanding for computing basic earnings per share.

Comprehensive Income Comprehensive income includes, in addition to net income (loss), other items that are reported as direct adjustments to stockholders' equity. Currently, these items are foreign currency translation adjustments, additional minimum pension liability adjustments and the change in fair value of certain derivative instruments.

Concentration of Credit Risk Credit extended to customers through trade accounts receivable potentially subjects the company to risk. This risk is limited due to the large number of customers and their dispersion across various industries and many geographical areas. However, a significant amount of receivables are with distributors and contractors in the construction industry, large companies in the foodservice and beverage industries, customers servicing the U.S. steel industry, and the U.S. Government. The company currently does not foresee a significant credit risk associated with these receivables.

Recent Accounting Pronouncements In August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, "Accounting for Obligations Associated with the Retirement of Long-Lived Assets." The provisions of SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation. This statement is effective for the company as of January 1, 2003 and is not expected to have a material effect on the company's consolidated financial statements.
     In April 2002, the FASB issued SFAS No. 145, "Rescission of FAS Nos. 4, 44, and 64, Amendment of FAS 13 and Technical Corrections as of April 2002," which mainly addresses the accounting and disclosure related to early extinguishment of debt transactions as well as several other technical corrections. SFAS No. 145 is effective for the company beginning January 1, 2003. The adoption of SFAS No. 145 will result in the company reclassifying its 2001 loss on early extinguishment of debt, from extraordinary item to a component of earnings from continuing operations.
     In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses financial accounting and reporting for costs associated with exit or disposal activities. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. This Statement also establishes that fair value is the objective for initial measurement of the liability. Severance pay under SFAS No. 146, in many cases, would be recognized over time rather than up

46

front. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002.
     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," which provides alternative methods of transition for a voluntary change to fair value based method of accounting for stock-based employee compensation as prescribed in SFAS No. 123, "Accounting for Stock Based Compensation." Additionally, SFAS No. 148 requires more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. The provisions of this Statement are effective for fiscal years ending after December 15, 2002. The company has adopted the disclosure provisions of SFAS No. 148 as of December 31, 2002.
     In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires a guarantor to recognize, at the inception of a qualified guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The company adopted the disclosure provisions of FIN No. 45 as of December 31, 2002. The initial recognition and measurement provisions of FIN No. 45 are effective on a prospective basis for qualified guarantees issued or modified after December 31, 2002. See Note 14. "Guarantees."

2. Acquisitions

2002
On August 8, 2002 the company acquired all of the outstanding common shares of Grove Investors, Inc. (Grove). The results of Grove's operations have been included in the Consolidated Statement of Earnings since that date. Grove is a leading provider of mobile telescopic cranes, truck-mounted cranes and aerial work platforms for the global market. Grove's products are used in a wide variety of applications by commercial and residential building contractors as well as by industrial, municipal and military end users. Grove's products are marketed to independent equipment rental companies and directly to end users under the brand names Grove Crane, Grove Manlift and National Crane.
     The Company views Grove as a strategic fit with its crane business for a number of reasons. Grove is a global leader in the mobile telescopic crane industry, specifically in all-terrain and rough-terrain mobile telescopic cranes. The company did not offer these types of cranes, so Grove filled this void in the company's product offering. Coupled with the company's recent entrance into the tower crane product line with the acquisition of Potain, Grove enables the company to offer customers three major crane categories, namely crawler cranes, tower cranes and mobile telescopic cranes. With the addition of Grove, the company is able to offer customers equipment and lifting solutions for virtually every construction application. The company also believes that the combination of the two companies will provide opportunities to capitalize on their respective strengths in systems, technologies and manufacturing expertise, and that this combination will create natural synergies in its wo rld wide distribution and service network.
     The aggregate purchase price paid for Grove was $277.8 million. This includes the issuance of $70.0 million of the company's common stock, the assumption of $202.4 million of Grove debt outstanding as of August 8, 2002, and direct acquisition costs of $5.4 million. As defined in the merger agreement, in exchange for the outstanding shares of Grove common stock, the company issued approximately 2.2 million shares of the company's common stock out of treasury with an average market price of $32.34 per share. The number of shares issued at the close of the transaction was calculated based on the average closing price of the company's common stock for the ten consecutive trading days ending on and including the second day prior to the closing of the transaction. In addition, the company assumed all of Grove's outstanding liabilities, contingencies and commitments (approximately $464.2 million including the outstanding debt). Substantially all of the assumed debt was refinanced (see Note 8. "Debt").
     The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition.

	August 8, 2002
Current assets	$	326,477
Property, plant and equipment		117,448
Goodwill		32,945
Other intangible assets		45,000
Other long-term assets		17,772
Total assets acquired	$	539,642
Current liabilities, excluding current debt	$	114,145
Debt		202,420
Other long-term liabilities		147,638
Total liabilities assumed	$	464,203
Net assets acquired	$	75,439

Total current assets of $326.5 million includes cash acquired of $13.8 million. The purchase consideration paid in excess of the fair values of the assets acquired and liabilities assumed was allocated first to the identifiable intangible assets with the remaining excess accounted for as goodwill. The company obtained third party valuations of certain tangible and identifiable intangible assets. Based upon the appraisal report of identifiable intangible assets, the allocation was as follows: $26.0 million to trademarks and tradenames with an indefinite life; $11.9 million to an in-place distributor network with an indefinite life; $7.1 million to patents with a weighted-average 10 year life; and the remaining $32.9 million to goodwill. The $32.9 million of goodwill was included in the Crane segment. Of that amount, none is expected to be deductible for tax purposes. The company also ob-tained third party valuations of the fair value of inventory and property, plant and equipment acquired. Based upon the appr aisal reports of these assets, the company increased the value of inventory and property, plant and equipment by $3.3 million and $1.1 million, respectively. The $3.3 million fair value adjustment to inventory was charged to cost of goods sold during the fourth quarter of 2002 as the related inventory items were sold. The $1.1 million fair value adjustment to property, plant and equipment will be depreciated over the estimated useful lives of the property, plant and equipment.
     The company also completed certain restructuring and integration activities relating to this acquisition. The company recorded a charge totaling $12.1 million related to these restructuring and integration activities during 2002. Of this amount $4.4 million was recorded in the opening balance sheet of Grove and $7.7 million was recorded as a charge to earnings during the fourth quarter of 2002. The $4.4 million recorded in the opening balance sheet related to severance and other employee related costs for headcount reductions. See further detail in Note 15. "Plant Consolidation and Restructuring." The company has also developed and is finalizing certain other restructuring and integration activities relating to this acquisition, which may result in future adjustments to goodwill during 2003.
     On April 8, 2002 the company purchased the remaining 50% interest in its joint venture Manitowoc Foodservice Europe (f/k/a Fabbrica Apparecchiature per la Produzione del Ghiaccio Srl), a manufacturer of ice machines based in Italy. The aggregate cash consideration paid by the company for the remaining interest was $3.4 million and resulted in $1.9 million of additional goodwill. The $1.9 million of goodwill was included in the Foodservice segment and is not expected to be deductible for tax purposes.

2001
On May 9, 2001 the company acquired all of the outstanding capital stock of Potain SAS (formerly Potain SA) (Potain). Potain is a leading designer, manufacturer and supplier of tower cranes for the building and construction industry. The aggregate consideration paid was $425.2 million, which includes $307.1 paid in cash, direct acquisition costs of $4.1 million ($0.4 million incurred during 2002), assumed liabilities of $138.8 million, the payment of a post-closing purchase price adjustment of $3.6 million in February 2002, and is less cash acquired of $28.4 million.
     During 2002, the company finalized the purchase accounting for the Potain acquisition resulting in a reduction in goodwill of approximately $11.3 million. The primary purchase accounting adjustments recorded during 2002 were to adjust the book value of property, plant and equipment acquired to fair value based on a third party appraisal

47

report, adjustment of deferred tax assets and to record a $8.1 million liability associated with certain restructuring and integration activities. To achieve reductions in operating costs and to integrate the operations of Potain, the company recorded a $8.1 million liability related primarily to employee severance benefits for workforce reductions. Approximately 135 hourly and salaried positions will be eliminated. To date the company has utilized approximately $2.2 million of this liability.
     In addition, during 2002 a portion of the excess of the cost over fair value of the net assets acquired in the Potain acquisition was allocated to specific other intangible assets. Based upon a third party appraisal report, the allocation was as follows: $53.0 million to trademarks and tradenames with an indefinite life; $17.5 million to patents with a weighted-average 15-year life; $8.8 million to engineering drawings with a weighted-average 15-year life; $5.0 million to an in-place distribution network with an indefinite life; and the remaining $118.2 million to goodwill with an indefinite life.
     During 2001 the company also completed the acquisition of certain assets of a German-based telescopic personnel platform lift company, assets of a terminated Singapore-based crane equipment distribution company and assets of a local electrical contractor for the Marine segment. The aggregate consideration paid by the company for these acquisitions was $2.5 million, which includes direct acquisition costs and assumed liabilities, less cash acquired.
     The following unaudited pro forma financial information of the company and its subsidiaries for the years ended December 31, 2002 and 2001 assumes the acquisitions made in 2002 and 2001 occurred on January 1, 2001.

Pro forma:		2002			2001
Net sales	$	1,740,667		$	1,825,188
Earnings from continuing operations    before income taxes	$	42,365		$	22,080
Net earnings from continuing operations before    discontinued operations, extraordinary loss    and cumulative effect of accounting change	$	27,113		$	13,470
Net earnings (loss)	$	(33,568	)	$	10,277
Basic earnings per share: Net earnings from continuing operations before    discontinued operations, extraordinary loss    and cumulative effect of accounting change	$	1.08		$	0.51
Net earnings (loss)	$	(1.33	)	$	0.39
Diluted earnings per share: Net earnings from continuing operations before    discontinued operations, extraordinary loss    and cumulative effect of accounting change	$	1.05		$	0.50
Net earnings (loss)	$	(1.30	)	$	0.38

On May 7, 2001 SGPA, Inc. (the predecessor), the predecessor of Grove, filed a pre-negotiated plan of reorganization under Chapter 11 of the U.S. Bankruptcy code that was confirmed by the court on September 14, 2001 and consummated on September 25, 2001. For financial accounting purposes, the inception date for the reorganized Grove was September 29, 2001. The Grove financial statements reflect accounting principles set forth by the American Institute of Certified Public Accountants Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." As such, Grove adopted fresh-start reporting as of September 29, 2001, resulting in a revaluation of its assets, liabilities and capital structure. The predecessor incurred certain costs related to the bankruptcy, which are included in the 2001 pro forma information above. The costs in the 2001 pro forma information include: $14.5 million recorded in cost of sales related to fresh start accounting adjustments to inventory an d other assets; $14.5 million for fees incurred in connection with the design and implementation of the plan of reorganization; and $6.1 million for severance and stay bonuses.

2000
On November 20, 2000, the company purchased all of the issued and outstanding shares of MMC Acquisition Company, the parent of Marinette Marine Corporation (Marinette Marine). Marinette Marine, located in Marinette, Wisconsin, operates one of the largest shipyards on the U.S. Great Lakes.
     The aggregate consideration paid by the company for Marinette Marine was $66.7 million, which included $48.1 million paid in cash, direct acquisition costs of $1.4 million, assumed liabilities of $17.2 million, the receipt of a post-closing working capital adjustment in September 2001 of $0.9 million, and is less cash acquired of $18.6 million. The excess of the cost over the fair value of the net assets acquired was $50.0 million and was allocated to goodwill with a weighted-average life of 38 years.
     On April 7, 2000, the company acquired substantially all of the net business assets of Harford Duracool, LLC (Harford). Harford is a leading manufacturer of walk-in refrigerators and freezers and maintains a 67,000-square-foot manufacturing facility in Aberdeen, Maryland. Its primary distribution channels are foodservice equipment dealers and commercial refrigeration distributors and its products range in size from 200 to 60,000 cubic feet. Harford also manufactures a line of modular, temperature-controlled structures for other niche markets.
     The aggregate consideration paid by the company for the assets of Harford was $21.2 million, which includes direct acquisition costs of $0.5 million, assumed liabilities of $1.4 million, and the payment of a post-closing working capital adjustment in September 2000 of $0.3 million. The excess of the cost over the fair value of the net assets acquired was $15.0 million and was allocated to goodwill with a weighted-average life of 35 years.
     On March 31, 2000, the company acquired all of the issued and outstanding shares of Multiplex Company, Inc. (Multiplex). Multiplex is headquartered in St. Louis, Missouri, where its production facility is located and has operations in Frankfurt, Germany, and Glasgow, UK. Multiplex manufactures soft-drink and beer dispensing equipment as well as water purification systems and supplies to quick-service restaurants, convenience stores, and movie theatres. In addition, Multiplex designs and builds custom applications to meet the needs of customers with requirements that cannot be met by conventional dispensing equipment.
     The aggregate consideration paid by the company for the shares of Multiplex was $20.5 million, which is net of cash acquired of $3.7 million and includes direct acquisition costs of $0.4 million and assumed liabilities of $5.3 million. The excess of the cost over the fair value of the net assets acquired was $12.7 million and was allocated to goodwill with a weighted-average life of 37 years. Multiplex's operations were consolidated into other Foodservice facilities during 2002 and its St. Louis based manufacturing facility and headquarters were closed.
     During 2000, the company completed other smaller acquisitions whose total aggregate consideration paid was $18.2 million, which is net of cash received and includes direct acquisition costs of $0.2 million and assumed liabilities of $2.8 million.
     The following unaudited pro forma financial information for the year ended December 31, 2000 assumes the 2001 and the 2000 acquisitions occurred on January 1, 2000. These amounts have been adjusted for discontinued operations.

Pro forma:		2000
Net sales	$	1,178,792
Net earnings	$	39,002
Basic earnings per share	$	1.50
Diluted earnings per share	$	1.49

48

3. Discontinued Operations
In connection with the Grove acquisition, the company and Grove submitted pre-merger notification and report forms to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on March 27, 2002. In response to concerns raised by the Department of Justice regarding a potential reduction in competition in the United States boom truck market that could result from the acquisition, the company and Grove reached an agreement with the Department of Justice that, following the completion of the Grove acquisition, the company would divest of either Manitowoc Boom Trucks, Inc. (Manitowoc Boom Trucks) or National Crane Corporation (Grove's boom truck business). On December 17, 2002, the Company entered into an agreement with Quantum Heavy Equipment, LLC to sell all of the outstanding stock of Manitowoc Boom Trucks. The sale agreement was approved by the Department of Justice on December 30, 2002, and it was completed on December 31, 2002.
     Cash proceeds from the sale of Manitowoc Boom Trucks, a business in the Crane segment, was approximately $13.2 million, which is subject to post-closing adjustments, and resulted in a loss on sale of approximately $32.9 million ($23.3 million net of tax). The disposition of Manitowoc Boom Trucks represents a discontinued operation under SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Accordingly, results of Manitowoc Boom Trucks have been classified as discontinued, and prior years have been restated accordingly.
     The following selected financial data of Manitowoc Boom Trucks for the years ended December 31, 2002, 2001 and 2000 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 were no general corporate expenses or interest expense allocated to discontinued operations during any period.

		2002			2001			2000
Net sales	$	44,169		$	49,949		$	79,868
Pretax earnings (loss) from   discontinued operation	$	1,286		$	(1,345	)	$	4,950
Pretax loss on disposal		(32,905	)		--			--
Income tax benefit (expense)		9,164			520			(1,914	)
Net earnings (loss) from discontinued operation	$	(22,455	)	$	(825)		$	3,036

In December 2002, the company finalized its decision to offer Femco Machine Company, Inc. (Femco) for sale, the company's crane and excavator aftermarket replacement parts and industrial repair business. After the Grove acquisition, it was determined that Femco was not a core business to the Crane segment. The pending disposition of Femco represents a discontinued operation under SFAS No. 144. Results of Femco have been classified as discontinued, and prior years have been restated accordingly. During December 2002, the company recorded a $3.4 million ($2.1 million net of tax) charge related to the decision to sell Femco. $2.2 million of the charge related to recording the net assets of Femco at fair value less cost to sell. In addition, the company performed an impairment analysis of the Femco goodwill in accordance with SFAS No. 142 and determined that the entire $1.2 million of goodwill was impaired. The $3.4 million charge is recorded in discontinued operations in accordance with SFAS 144. As of December 31, 2002 the assets, $6.9 million, and liabilities, $2.2 million, of Femco are recorded as held for sale in other non-current assets and liabilities, respectively, in the Consolidated Balance Sheet.
     The following selected financial data of Femco for the years ended December 31, 2002, 2001 and 2000 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 were no general corporate expenses or interest expense allocated to discontinued operations during any period.

		2002			2001			2000
Net sales	$	19,368		$	20,073		$	21,117
Pretax earnings (loss) from   discontinued operation		1,176			1,559			1,729
Write-down of assets		(3,405	)		--			--
Income tax benefit (expense)		803			(603	)		(669	)
Net earnings (loss) from    discontinued operation	$	(1,426	)	$	956		$	1,060

4. Inventories
The components of inventories at December 31 are summarized as follows:

		2002			2001
Raw materials	$	77,029		$	44,302
Work-in-process		87,253			35,517
Finished goods		109,560			62,798
Total inventories at FIFO cost		273,842			142,617
Excess of FIFO cost over LIFO value		(18,624	)		(19,561	)
Total inventories	$	255,218		$	123,056

5. Property, Plant and Equipment
The components of property, plant and equipment at December 31 are summarized as follows:

		2002			2001
Land	$	38,840		$	12,396
Buildings and improvements		162,051			113,943
Drydocks and dock fronts		23,905			19,916
Machinery, equipment, and tooling		216,960			179,856
Furniture and fixtures		23,665			13,308
Computer hardware and software		28,694			22,856
Rental cranes		87,325			50,096
Construction in progress		18,228			8,575
Total cost		599,668			420,946
Less accumulated depreciation		(280,367	)		(245,562	)
Property, plant and equipment - net	$	319,301		$	175,384

6. Goodwill and Other Intangible Assets
Effective January 1, 2002, the company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." This statement changed the accounting for goodwill and indefinite-lived intangible assets from an amortization approach to an impairment-only approach. Previous accounting rules incorporated a comparison of book value to undiscounted cash flows. The new rules require a comparison of book value to fair value.
     The SFAS No. 142 goodwill impairment model is a two-step pro-cess. First, it requires comparison of the book value of net assets to the fair value of the related reporting units that have goodwill assigned to them. If the fair value is determined to be less than book value, a second step is performed to compute the amount of impairment. In the second step, the implied fair value of goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other tangible and intangible assets of the reporting unit. If the carrying amount of goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill.
     Upon adoption of SFAS No. 142, goodwill and indefinite-lived intangible assets ceased being amortized, and were tested for impairment. Using the SFAS No. 142 approach described above, the company estimated the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. As a result, the company recorded a transitional goodwill impairment charge as of January 1, 2002 of $51.0 million ($36.8 million net of income taxes) which is reflected as a cumulative effect of accounting change in the Consolidated Statement of Earnings. This charge relates to the company's reporting units as follows: Beverage Group (Foodservice segment) $33.1 million and Manitowoc Boom Trucks (Crane segment)

49

$17.9 million. The charge was based on current economic conditions in these industries. This transitional impairment charge resulted from the application of the new impairment methodology introduced by SFAS No. 142. Under previous requirements, no goodwill impairment would have been recorded on January 1, 2002. During the fourth quarter of 2002, when the company finalized its decision to divest of Femco, an impairment analysis of the goodwill related to Femco was performed in accordance with SFAS No. 142. As a result, the company recorded an additional goodwill impairment charge of $1.2 million.
     The following sets forth a reconciliation of net earnings and earnings per share information for the years ended December 31, 2002, 2001 and 2000 adjusted for the non-amortization provisions of SFAS No. 142.

		2002			2001			2000
Reported net earnings from continuing operations	$	40,179		$	48,741		$	56,172
Add back: Goodwill amortization, net of income taxes		--			5,841			4,234
Adjusted reported net earning from continuing operations		40,179			54,582			60,406
Discontinued operations:
Reported earnings from discontinued operations, net of income taxes		1,576			131			4,096
Add back: Goodwill amortization, net of income taxes		--			891			920
Adjusted reported earnings from discontinued operations, net of income taxes		1,576			1,022			5,016
Loss on sale of discontinued operations, net of income taxes		(25,457	)		--			--
Extraordinary loss on debt extinguishment, net of income taxes		--			(3,324	)		--
Cumulative effect of accounting change, net of income taxes		(36,800	)		--			--
Net earnings (loss)	$	(20,502	)	$	52,280		$	65,422
Basic earnings per share:
Reported net earnings from continuing operations	$	1.58		$	2.00		$	2.26
Goodwill amortization, net of income taxes		--			0.24			0.17
Discontinued operations:
Reported earnings from discontinued operations, net of income taxes		0.06			0.01			0.16
Goodwill amortization, net of income taxes		--			0.04			0.04
Loss on sale of discontinued operations, net of income taxes		(1.01	)		--			--
Extraordinary loss on debt extinguishment, net of income taxes		--			(0.14	)		--
Cumulative effect of accounting change, net of income taxes		(1.46	)		--			--
Net earnings (loss)	$	(0.82	)	$	2.14		$	2.63
Diluted earnings per share:
Reported net earnings from continuing operations	$	1.56		$	1.99		$	2.24
Goodwill amortization, net of income taxes		--			0.24			0.17
Discontinued operations:
Reported earnings from discontinued operations, net of income taxes		0.06			--			0.16
Goodwill amortization, net of income taxes		--			0.04			0.04
Loss on sale of discontinued operations, net of income taxes		(0.99	)		--			--
Extraordinary loss on debt extinguishment, net of income taxes		--			(0.13	)		--
Cumulative effect of accounting change, net of income taxes		(1.43	)		--			--
Net earnings (loss)	$	(0.80	)	$	2.13		$	2.60
Basic shares		25,193			24,270			24,891
Diluted shares		25,782			24,548			25,123

The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2002 and 2001, were as follows:

		Cranes			Foodservice			Marine			Total
Balance as of January 1, 2001	$	39,656		$	222,721		$	44,495		$	306,872
Goodwill of acquired business		209,761			--			250			210,011
Finalization of purchase accounting, net		--			600			3,940			4,540
Amortization by continuing operations		(3,541	)		(6,285	)		(1,268	)		(11,094	)
Amortization by discontinued operations		(1,460	)		--			--			(1,460	)
Foreign currency impact		(1,130	)		--			--			(1,130	)
Balance as of December 31, 2001	$	243,286		$	217,036		$	47,417		$	507,739
Goodwill of acquired business		32,945			1,872			--			34,817
Finalization of purchase accounting, net		(7,264	)		--			--			(7,264	)
Allocation of purchase price to other intangible assets		(84,300	)		--			--			(84,300	)
Impairment charge upon adoption of SFAS No. 142		(17,900	)		(33,100	)		--			(51,000	)
Sale of Manitowoc Boom Trucks		(19,204	)		--			--			(19,204	)
Femco impairment charge		(1,194	)		--			--			(1,194	)
Foreign currency impact		744			--			--			744
Balance as of December 31, 2002	$	147,113		$	185,808		$	47,417		$	380,338

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During the first quarter of 2002, $84.3 million of the excess of the cost over fair value of the net assets acquired in the Potain acquisition was allocated to other intangible assets. Based upon a third- party appraisal report, the allocation was as follows: $53.0 million to trademarks and tradenames with an indefinite life; $17.5 million to patents with a weighted-average 15-year life; $8.8 million to engineering drawings with a weighted-average 15-year life; and $5.0 million to an in-place distribution network with an indefinite life. During the fourth quarter of 2002 a portion of the excess of the cost over fair value of the net assets acquired in the Grove acquisition was allocated to specific other intangible assets. Based upon a third-party appraisal report, the allocation was as follows: $26.0 million to trademarks and tradenames with an indefinite life; $11.9 million to an in-place distributor network with an indefinite life; and $7.1 million to patents with a weighted-average 10 yea r life. The gross carrying amount and accumulated amortization of the company's intangible assets other than goodwill, all as a result of the Potain and Grove acquisitions, were as follows as of December 31, 2002.

		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademarks and tradenames	$	79,000	$	--		$	79,000
Patents		24,600		(1,376	)		23,224
Engineering drawings		8,800		(625	)		8,175
Distributor network		16,900		--			16,900
Total	$	129,300	$	(2,001	)	$	127,299

Amortization expense recorded for the other intangible assets for the years ended December 31, 2002 and 2001 was $2.0 million and $0, respectively. Estimated amortization expense for the five years beginning in 2003 is estimated to be approximately $2.7 million per year.

7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at December 31 are summarized as follows:

		2002		2001
Trade accounts payable	$	184,786	$	113,098
Employee related expenses		38,322		27,552
Income taxes payable		--		11,752
Profit sharing and incentives		10,515		10,080
Customer progress payments		2,220		6,997
Accrued product liability		36,175		10,580
Reorganization reserve		13,075		--
Miscellaneous accrued expenses		101,397		56,072
Total	$	386,490	$	236,131

8. Debt
Debt at December 31 is summarized as follows:

		2001			2001
Senior credit facility:
Term loan A	$	101,713		$	128,000
Term loan B		172,375			174,125
Revolving credit facility		2,000			5,900
Senior subordinated notes due 2011   (175 million Euro)		183,523			154,227
Senior subordinated notes due 2012		175,000			--
Industrial revenue bonds		3,150			3,371
Fair value of interest rate swaps		2,493			--
Other		25,925			22,947
Total debt		666,179			488,570
Less current portion		(42,632	)		(42,048	)
Long-term debt	$	623,547		$	446,522

In May 2001, the company entered into a new $475 million Senior Credit Facility (Senior Credit Facility) maturing in May 2007. The Senior Credit Facility is comprised of term loans aggregating $350 million and a $125 million Revolving Credit Facility. As a result of prepayments made by the company during 2002 and 2001, the Term Loan A requires a principal payment of $3.8 million in March 2003 and quarterly principal payments of $7.5 million from June 2003 through May 2006. The Term Loan B requires quarterly principal payments of $0.4 million through March 2006 and $33.3 million from June 2006 through May 2007. Substantially all domestic, tangible and intangible assets of the company and its subsidiaries are pledged as collateral under the Senior Credit Facility.
     Borrowings under the Senior Credit Facility bear interest at a rate equal to the sum of a base rate or a Eurodollar rate plus an applicable margin, which is based on the company's consolidated total leverage ratio, as defined by the Senior Credit Facility. The weighted-average interest rates for the Term Loan A, Term Loan B and Revolving Credit Facility were 4.06%, 4.32% and 5.88%, respectively, at December 31, 2002. The annual commitment fee in effect on the unused portion of the company's Revolving Credit Facility was 0.5% at December 31, 2002. The company had $93.5 million of unused availability under the terms of its Revolving Credit Facility at December 31, 2002.
     In May 2001, the company incurred an extraordinary loss of $5.5 million ($3.3 million net of income taxes) related to a prepayment penalty and the write-off of unamortized financing fees from its previous credit facility.
     To help finance the Potain acquisition in May 2001, the company issued 175 million Euro (approximately $183.5 million at December 31, 2002) of 103/8% Senior Subordinated Notes due May 2011 (Senior Subordinated Notes due 2011). The Senior Subordinated Notes due 2011 are unsecured obligations of the company ranking subordinate in right of payment to all senior debt of the company, are equal to the company's Senior Subordinated Notes due 2012, and are fully and unconditionally, jointly and severally guaranteed by substantially all of the company's domestic subsidiaries (see Note 19. "Subsidiary Guarantors of Senior Subordinated Notes due 2011"). Interest on the Senior Subordinated Notes due 2011 is payable semiannually in May and November of each year. The Senior Subordinated Notes due 2011 can be redeemed in whole or in part by the company for a premium after May 15, 2006. The following is the premium paid by the company, expressed as a percentage of the principal amount, if it re deems the Senior Subordinated Notes due 2011 during the 12-month period commencing on May 15 of the year set forth below:

Year	Percentage
2006	105.188%
2007	103.458%
2008	101.729%
2009 and thereafter	100.000%

In addition, the company may redeem for a premium (110.375% of the face amount of the notes, plus interest) at any time prior to May 15, 2004, up to 35% of the face amount of the Senior Subordinated Notes due 2011 with the proceeds from one or more public equity offerings.
          On August 8, 2002 the company completed the sale in a private offering of $175 million of 101/2% Senior Subordinated Notes due August 2012 (Senior Subordinated Notes due 2012). The Senior Subordinated Notes due 2012 are unsecured obligations of the company ranking subordinate in right of payment to all senior debt of the company, are equal to the company's Senior Subordinated Notes due 2011 and are fully and unconditionally, jointly and severally guaranteed by substantially all of the company's domestic subsidiaries (see Note 20. "Subsidiary Guarantors of Senior Subordinated Notes due 2012"). Interest on the Senior Subordinated Notes due 2012 is payable semiannually in February and August each year, commencing February 1, 2003. The Senior Subordinated Notes due 2012 can be redeemed by the company in whole or in part for a premium on or

51

after August 1, 2007. The following is the premium paid by the company, expressed as a percentage of the principal amount, if it re-deems the Senior Subordinated Notes due 2012 during the 12-month period commencing on August 1 of the year set forth below:

Year	Percentage
2007	105.250%
2008	103.500%
2009	101.750%
2010 and thereafter	100.000%

In addition, the company may redeem for a premium (110.5% of the face amount of the notes, plus interest), at any time prior to August 1, 2005, up to 35% of the face amount of the Senior Subordinated Notes due 2012 with the proceeds from one or more public equity offerings. The company used the net proceeds from the sale of these notes to refinance outstanding indebtedness of Grove, the acquisition of which the company also completed on August 8, 2002 (see Note 2. "Acquisitions").
     During the first quarter of 2003, the company completed the process of registering securities having substantially identical terms as the Senior Subordinated Notes due 2012 with the United States Securities and Exchange Commission, as part of an offer to exchange freely tradeable notes for the privately placed notes.
     Both the Senior Credit Facility and the Senior Subordinated Notes due 2011 and 2012 contain customary affirmative and negative covenants. In general, the covenants contained in the Senior Credit Facility are more restrictive than those of the Senior Subordinated Notes due 2011 and 2012. Among other restrictions, these covenants require the company to meet specified financial tests, including minimum levels of earnings before interest, taxes, depreciation and amortization (EBITDA) and various debt to EBITDA ratios which become more restrictive over time. These covenants also limit the company's ability to redeem or repurchase the Senior Subordinated Notes due 2011 and 2012, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, lend money or make advances, create or become subject to liens, and make capital expenditures. The Senior Credit Facility also contains cross-default provisions whereby certain default s under any other debt agreements would result in a default under the Senior Credit Facility. At December 31, 2002 the company was not in compliance with certain of these financial covenants. On February 4, 2003, the company received an amendment and waiver to its Credit Agreement dated May 9, 2001, which cured these violations. In addition, this amendment provides future relief under certain financial covenants that became more restrictive over time. Based upon the company's current plans and outlook, it believes it will be able to comply with the amended covenants during the subsequent 12-month period.
     Industrial revenue bonds relate to the company's obligations on a property located in Indiana. The remaining obligation has an installment due in 2003 of $0.3 million and a final installment due in 2004 of $2.9 million. The bond has an interest rate of 1.7% at December 31, 2002.
     As of December 31, 2002, the company also had outstanding $25.9 million of other indebtedness with a weighted-average interest rate of 5.54%. This debt includes $7.0 million of outstanding bank debt in China, $6.9 million of bank overdrafts, $4.9 million of capital lease obligations, and $7.1 million of other miscellaneous debt.
     The company enters into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. These interest rate swap agreements are designated as cash flow hedges in accordance with SFAS No. 133 and are recorded in the Consolidated Balance Sheets at fair value with changes in fair value recorded as a component of accumulated other comprehensive income. As of December 31, 2002, the company had outstanding one interest rate swap agreement with a financial institution, having a notional principal amount of $94.2 million. This swap fixes interest paid by the company for debt equaling the notional value of the swap at 4.42%, and matures in August 2004. The fair value of this arrangement, which represents the cost to settle this contract, approximated a loss of $1.7 million (net of income taxes) at December 31, 2002.
     During 2002, the company entered into two interest rate swap contracts, which effectively converted $140 million of its fixed-rate Senior Subordinated Notes due 2012 to variable rate debt. These contracts are considered to be a hedge against changes in the fair value of the fixed-rate debt obligation. Accordingly, the interest rate swap contract is reflected at fair value in the company's Consolidated Balance Sheet, an asset of $2.5 million as of December 31, 2002. Debt is reflected at an amount equal to the sum of its carrying value plus an adjustment representing the change in fair value of the debt obligation attributable to the interest rate risk being hedged. Changes during any accounting period in the fair value of the interest rate swap contract, as well as offsetting changes in the adjusted carrying value of the related portion of fixed-rate debt being hedged, are recognized as an adjustment to interest expense in the Consolidated Statement of Earnings. The change in fai r value of the swaps exactly offsets the change in fair value of the hedged fixed-rate debt; therefore, there was no net impact on earnings for the year-ended December 31, 2002. The effect of the interest rate swaps reduced the interest rate on $140 million of the company's Senior Subordinated Notes due 2012 from 101/2% to a weighted-average rate of 7.46% at December 31, 2002.
     The aggregate scheduled maturities of outstanding debt obligations in subsequent years are as follows:

2003	$	42,632
2004		37,385
2005		34,485
2006		118,126
2007		69,283
Thereafter		364,268
	$	666,179

On May 28, 1999, the company entered into an accounts receivable factoring arrangement with a bank. The company factored $205.8 million and $180.5 million in accounts receivable to the bank under this arrangement during 2002 and 2001, respectively. According to the Senior Credit Facility, as amended during 2002, the maximum amount of accounts receivable that can be outstanding at any one time under this arrangement, net of amounts collected from customers, is $45.0 million. The company's factoring liability, net of cash collected from customers, was $19.5 million and $17.8 million at December 31, 2002 and 2001, respectively. The cash flow impact of this arrangement is reported as cash flows from operations in the Consolidated Statements of Cash Flows. Under this arrangement, the company is required to purchase from the bank the first $0.5 million and amounts greater than $1.0 million of the aggregate uncollected receivables during a 12-month period.

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9. Income Taxes
Income tax expense for continuing operations before discontinued operations, extraordinary items, and cumulative effect of accounting change, is summarized below:

For the Years Ended December 31		2002		2001		2000
Earnings from continuing operations   before income taxes:
Domestic	$	42,347	$	63,039	$	87,541
Foreign		20,433		16,436		1,900
Total	$	62,780	$	79,475	$	89,441

The provision for taxes on earnings from continuing operations is as follows:

For the Years Ended December 31		2002		2001		2000
Current:
Federal	$	9,037	$	16,766	$	21,989
State		3,084		3,883		2,927
Foreign		(2,033	)	2,573		252
Total current		10,088		23,222		25,168
Deferred:
Federal and state		7,034		5,519		8,101
Foreign		5,479		1,993		--
Total deferred		12,513		7,512		8,101
Provision for taxes on income	$	22,601	$	30,734	$	33,269

The Federal statutory income tax rate is reconciled to the company's effective income tax rate for continuing operations as follows:

For the Years Ended December 31	2002		2001		2000
Federal income tax at statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of   federal income tax benefit	0.8		2.1		2.4
Non-deductible goodwill amortization	--		4.2		1.7
Tax-exempt Export or FSC income	(0.9	)	(0.9	)	(0.9	)
Provision for tax on foreign income,      net of foreign tax credits	0.7		(0.2	)	(0.3	)
Accrual adjustments	0.2		(2.1	)	(0.4	)
Other items	0.2		0.6		(0.3	)
Provision for taxes on earnings	36.0	%	38.7	%	37.2	%

The deferred income tax accounts reflect the impact of temporary differences between the basis of assets and liabilities for financial reporting purposes and their related basis as measured by income tax regulations. A summary of the deferred income taxes at December 31 is as follows:

		2002			2001
Current deferred tax assets: Inventories	$	13,576		$	6,037
Accounts receivable		15,169			1,458
Product warranty reserves		11,283			4,977
Product liability reserves		14,622			3,199
Other employee-related benefits   and allowances		10,876			4,963
Net operating losses (current carryforward)		6,778			--
Refundable foreign taxes		2,972			--
Other		21,465			7,712
Future income tax benefits, current	$	96,741		$	28,346
Non-current deferred tax assets (liabilities): Property, plant and equipment	$	(53,052	)	$	(17,513	)
Intangible assets		7,144			--
Postretirement benefits, other than pensions		41,346			7,781
Deferred employee benefits		4,686			3,741
Severance benefits		1,549			1,055
Product warranty reserves		2,096			1,298
Net operating loss carryforwards		9,662			9,322
Other		8,275			(6,876	)
Total non-current deferred tax assets (liabilities)		21,706			(1,192	)
Less valuation allowance		(2,044	)		(3,951	)
Net future tax benefits, non-current	$	19,662		$	(5,143	)

The company's policy is to remit earnings from foreign subsidiaries only to the extent any resultant foreign taxes are creditable in the United States. Accordingly, the company does not currently provide for additional United States and foreign income taxes which would become payable upon remission of undistributed earnings of foreign subsidiaries. Undistributable earnings from continuing operations on which additional income taxes have not been provided amounted to approximately $18.9 million at December 31, 2002. If all such undistributable earnings were remitted, an additional provision for income taxes of approximately $6.6 million would have been necessary as of December 31, 2002.
     As of December 31, 2002, the company has approximately $82.6 million of state net operating loss carryforwards, which are available to reduce future state tax liabilities. The company has acquired federal net operating losses of $19.9 million available to reduce federal taxable earnings. The company also acquired $21.1 million foreign net operating loss carryforwards, which are available to reduce earnings in certain foreign jurisdictions. These loss carryforwards expire in varying amounts through 2017. The valuation allowance represents a reserve for foreign operating loss carryforwards for which utilization is uncertain. The decrease in the valuation allowance represents the effect of utilization of a portion of the foreign operating loss carryforwards by current year profits.

10. Earnings Per Share
The following reconciles the numerators and denominators used to calculate basic and diluted earnings per share for the years ended December 31, 2002, 2001 and 2000.

	Shares	Per Share Amount		Shares	Per Share Amount	Shares	Per Share Amount
For the Years Ended December 31	2002	2002		2001	2001	2000	2000
Basic EPS	25,192,562	$(0.82	)	24,269,807	$1.87	24,891,387	$2.42
Effect of dilutive securities - stock options	589,239			278,656		231,408
Diluted EPS	25,781,801	$(0.80	)	24,548,463	$1.86	25,122,795	$2.40

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11. Stockholders' Equity
Authorized capitalization consists of 75 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. Pursuant to a Rights Agreement dated August 5, 1996, each common share carries with it four-ninths of a Right to purchase additional stock. The Rights are not currently exercisable and cannot be separated from the shares unless certain specified events occur, including the acquisition of 20% or more of the company's common stock. In the event a person or group actually acquires 20% or more of the common stock, or if the company is merged with an acquiring person, subject to approval by the board of directors, each full Right permits the holder to purchase one share of common stock for $100. The Rights expire on September 18, 2006, and may be redeemed by the company for $0.01 per Right (in cash or stock) under certain circumstances.
     The amount and timing of the annual dividend is determined by the board of directors at its regular fall meeting each year. In December 2002, the company paid a cash dividend to shareholders of $0.28 per share of common stock. In March 2001 and December 2001, the company paid cash dividends to shareholders of $0.075 and $0.225, respectively, per share of common stock. In 2000, the company paid a quarterly cash dividend to shareholders of $0.075 per share of common stock.
     Currently, the company has authorization to purchase up to 2.5 million shares of common stock at management's discretion. As of December 31, 2002, the company had purchased approximately 1.9 million shares at a cost of $49.8 million pursuant to this authorization. The company did not purchase any shares of its common stock during 2002 or 2001.
     As discussed in Note 2. "Acquisitions," the company issued approximately 2.2 million shares of the company's common stock with an average market price of $32.34 per share in connection with the Grove acquisition. The common stock was issued from treasury stock with a per share historical cost value of $10.21. The difference between the average market price of $32.34 per share and the treasury stock value of $10.21 per share was reflected in additional paid-in capital. In addition, each outstanding option to purchase Grove shares was converted into an immediately exercisable option to purchase shares of the company's common stock. The number of shares of the company's stock into which a Grove option was converted and the exercise price of those options was calculated based on the average closing price of the company's common stock for the ten consecutive trading days ending on and including the second day prior to the closing of the transaction as defined in the merger agreement. As a result of the conversion, the number of company shares underlying the Grove options approximated 0.1 million with an exercise price of $18.30 per share to certain Grove employees.

12. Stock Options
Historically the company maintained two stock plans, The Manitowoc Company, Inc. 1995 Stock Plan, and The Manitowoc Company, Inc. Non-Employee Director 1999 Stock Plan, for the granting of stock options as an incentive to certain employees and to non-employee members of the board of directors. Under these plans, stock options to acquire up to 2.5 million (employees) and 0.187 million (non-employee directors) shares of common stock, in the aggregate, may be granted under the time-vesting formula at an exercise price equal to the market price of the common stock at the date of grant. For the 1995 Stock Plan, the options become exercisable in equal 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. For the 1999 Stock Plan, the options become exercisable in equal 25% increments beginning on the first anniversary of the grant date over a four-year period and expire ten years subsequent to the grant date.
     In addition, with the acquisition of Grove, the company inherited the Grove Investors, Inc. 2001 Stock Incentive Plan. As discussed above, the company converted the outstanding Grove stock options under the Grove Investors, Inc. 2001 Stock Incentive plan to Mani-towoc stock options at the date of acquisition. No future stock options may be granted under this plan. Under this plan, after the conversion of Grove stock options to Manitowoc stock options, stock options to acquire 0.1 million shares of common stock were outstanding. These options are fully vested and expire on September 25, 2011.
     Stock option transactions under these plans for the years ended December 31, 2002, 2001 and 2000 are summarized as follows:

	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price	Shares		Weighted Average Exercise Price
For the Years Ended December 31	2002		2002	2001		2001	2000		2000
Options outstanding, beginning of year	1,273,855		$22.19	1,311,379		$21.79	611,881		$21.94
Options granted	965,565		28.45	95,250		28.46	934,900		21.20
Options exchanged in Grove acquisition	113,921		18.30	--		--	--		--
Options exercised	(114,548	)	20.02	(21,799	)	13.50	(68,919	)	11.97
Options forfeited and/or expired	(49,275	)	29.59	(110,975	)	24.50	(166,483	)	23.13
Options outstanding, end of year	2,189,518		$25.04	1,273,855		$22.19	1,311,379		$21.79
Options exercisable, end of year	484,965		$22.76	203,939		$22.11	120,906		$19.53

The outstanding stock options at December 31, 2002 have a range of exercise prices of $9.93 to $40.39 per option. The following table shows the options outstanding and exercisable by range of exercise prices at December 31, 2002:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Outstanding	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise    Price	Exercisable	Weighted Average Exercise    Price
$9.93-$16.16	11,922	0.9	$ 9.93	11,922	$ 9.93
$18.30-$25.57	1,586,856	7.8	22.29	340,051	19.57
$28.56-$40.39	590,740	7.7	31.46	132,992	28.26
	2,189,518	8.1	$25.04	484,965	$22.76

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The weighted-average fair value at date of grant for options granted during 2002, 2001 and 2000 was $14.16, $11.65, and $8.86 per option, respectively. The fair value of options at date of grant was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:

	2002		2001		2000
Expected life (years)	7		7		7
Risk-free interest rate	3.5	%	5.2	%	5.5	%
Expected volatility	34.3	%	33.6	%	34.0	%
Expected dividend yield	1.1	%	1.1	%	1.0	%

During February 2002, the company issued a total of 24 thousand shares of restricted stock with a fair market value of $33.99 at the date of grant to certain employees. The restricted shares are actual shares of company stock that cannot be sold or otherwise transferred during a specified vesting period from the date of issuance. The restrictions on transfer lapse evenly over a three-year period, provided the employee continues in active service at the company during this period. As the restrictions lapse, the employee will own the shares outright without any investment, except the payment of applicable federal, state and local withholding taxes. At the date of grant the company recorded $0.8 million of unearned compensation in stockholders' equity. This amount is being recognized as compensation expense over the three year vesting period. During 2002, the company recognized $0.2 million of compensation expense related to the restricted stock awards.

13. Contingencies and Significant Estimates
The company has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) 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. Recent estimates indicate that the total costs to clean up this site are approximately $30 million. However the ultimate allocations of cost for this site are not yet final. Although liability is joint and several, the company's share of liability is estimated to be 11% of the total cost. Prior to December 31, 1996, the company accrued $3.3 million in conn ection with this matter. The amounts the company has spent each year from 1999 through 2002 to comply with its portion of the cleanup costs have not been material. 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 other current and non-current liabilities in the Consolidated Balance Sheet at December 31, 2002 is $0.8 million. Based on the size of the company's current allocation of liability at this site, the existence of other viable potentially responsible parties and current reserves, 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.
     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 believe that these costs will be material. However, the company can give no assurance that this will be the case.
     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 December 31, 2002, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels. Prior to October 1, 2002, the company's retention levels were $0.1 million per occurrence for Potain crane products; $1.0 million per occurrence for all other crane products (except for Grove); $1.0 million per occurrence for Foodservice products during 1990 to 1996; and $0.1 million per occurrence for Foodservice products during 1997 to present. Prior to the acquisition, Grove purchased an insurance policy which effectively indemnified it against claims arising prior to October 1, 1997, up to an aggregate loss limit of $85.0 million. Beginning October 1, 1997, Grove's insurance included self-insured retention levels of $2.0 million per occurrence with an aggregate loss limit of $15.0 million per year for 1997 through 2000 and self-insurance retention levels of $3.0 million per occurrence with an aggr egate loss limit of $15.0 million per year for 2000 through October 2002. Effective October 1, 2002, the company adjusted its self-insurance retention limits for all United States crane product liability claims, including Grove, to $2.0 million per occurrence with an aggregate loss limit of $15.0 million per year. All non-United States crane product liability claims (other than Potain) are fully insured with a small deductible payable by the company. The Potain and Foodservice self-insurance retention levels remained consistent. Prior to October 1, 2002, the insurer's annual contribution is limited to $25 million for Marine businesses, $25 million (1997-1998) and $50 million (1998-October 1, 2002) for Foodservice and Crane (other than Grove) businesses, and $100 million for Grove. Effective October 1, 2002, the company adjusted the insurer's annual contribution limit to $100 million for all Foodservice and Crane businesses, whereas the insurer's annual contribution limit for Marine cases remained at $25 mill ion.
     Product liability reserves included in accounts payable and accrued expenses in the Consolidated Balance Sheet at December 31, 2002 were $36.2 million; $13.2 million reserved specifically for cases, and $23.0 million was reserved 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 settlements on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and the solvency of insurance carriers.
     At December 31, 2002 and 2001, the company had reserved $38.5 million and $24.8 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Consolidated Balance Sheets. Certain of these warranties and other related claims involve matters in dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently a material warranty issue can arise which is beyond the scope of the company's historical experience.
     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.

55

     The company is also involved in various other legal actions arising in the normal course of business, including 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.
     At December 31, 2002 the company is contingently liable under open standby letters of credit issued by the company's bank in favor of third parties totaling $29.5 million at December 31, 2002.
     During the fourth quarter of 2002, DRI, the company's private label residential refrigerator and freezer manufacturer in the Foodservice segment, and its customer resolved several arbitration issues through a settlement agreement and entered into a contract amendment. Among other things, the new agreements result in increased pricing on future unit sales, future receipt of a pricing adjustment on 2002 unit sales prior to the contract amendment, and the extension of the manufacturing contract through December 31, 2007.

14. Guarantees
As of December 31, 2002, the company offers certain buyback commitments and guaranteed residual values on cranes, indemnifications under its accounts receivable factoring arrangement, and guarantees on leases (see Note 17. "Leases"). The company does not, nor is it required to, estimate a liability for the fair value of its indemnification obligations existing at December 31, 2002. However, for all indemnifications or guarantees meeting the FIN No. 45 requirements of an obligation and issued by the company subsequent to December 31, 2002, the company will be required to recognize a liability for the fair value of such obligations.
     The company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments. These transactions are recorded as operating leases. Net proceeds received in connection with the initial transactions have been recorded as deferred revenue and are being 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 December 31, 2002 and 2001 were $42.3 million and $17.7 million, respectively.
     If all buyback commitments outstanding were satisfied at December 31, 2002, the total cash cost to the company would be $13.2 million. These buyback commitments are not recorded as the transactions are recorded as operating leases. These buyback commitments expire at various times through 2007. The potential buy back amounts at expiration of these commitments, which are different than the current year-end amount, are as follows:

2003	$	6,929
2004		3,314
2005		1,437
2006		363
2007		9
	$	12,052

As discussed in the Note 6. "Debt," on May 28, 1999, the company entered into an accounts receivable factoring arrangement with a bank. Under this arrangement, the company is required to purchase from the bank the first $0.5 million and amounts greater than $1.0 million of the aggregate uncollected receivables during a twelve-month period. The company's factoring liability, net of cash collected from customers, was $19.5 million and $17.8 million at December 31, 2002 and 2001, respectively.
     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. 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 product. 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 shipped units and historical and anticipated rates of warranty claims. As these factors are impacted by actual experience and future expectations, the company assesses the adequacy of its recorded warran ty liabilities and adjusts the amounts as necessary. Below is a table summarizing the warranty activity for the year-ended December 31, 2002:

Balance at December 31, 2001	$	24,836
Accruals for warranties issued during the year		25,770
Accruals of businesses acquired		12,413
Settlements made (in cash or in kind) during the year		(26,563	)
Accrual of businesses divested		(562	)
Currency translation		2,620
Balance at December 31, 2002	$	38,514

15. Plant Consolidation and Restructuring
During the first quarter of 2002, the company recorded a pre-tax restructuring charge of $3.9 million in connection with the consolidation of its Multiplex operations into other of its Foodservice operations. These actions were taken in an effort to streamline the company's cost structure and utilize available capacity. The charge included $2.8 million to write-down the building and land, which are available for sale, to estimated fair market value less cost to sell, $0.7 million related to the write-down of certain equipment, and $0.4 million related to severance and other employee related costs. All of the charge was paid or utilized by December 31, 2002.
     During the fourth quarter of 2002, the company completed certain integration activities related to the Grove acquisition and other restructuring activities in the Crane segment. The total amount recognized by the company for these integration and restructuring activities was $12.1 million. Of this amount $4.4 million was recorded in the opening balance sheet of Grove and $7.7 million was recorded as a charge to earnings during the fourth quarter of 2002. These actions were taken in an effort to achieve reductions in operating costs, integrate and consolidate certain operations and functions within the segment and to utilize available capacity.

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     The $4.4 million recorded in Grove's opening balance sheet related to severance and other employee related costs for headcount reductions at various Grove facilities. The $7.7 million charge included $4.0 million related to severance and other employee related costs for headcount reductions at various Manitowoc and Potain facilities, $2.7 million related to the write-down of certain property, plant and equipment, and $1.0 million related to lease termination costs. In total, approximately 600 hourly and salaried positions will be eliminated and four facilities will be consolidated into other Crane operations. To date, the company has utilized approximately $5.2 million of the total $12.1 million reserve which includes $2.7 million non-cash write-down of property, plant and equipment, and $2.5 million cash paid to em-ployees for severance. The remaining $6.9 million reserve is recorded in accounts payable and accrued expenses in the Consolidated Balance Sheet and will be utilized by the company during 2003.

16. Employee Benefit Plans

Savings and Investment Plans The company sponsors a defined contribution savings plan that allows substantially all domestic employees to contribute a portion of their pre-tax and/or after-tax income in accordance with plan-specific guidelines. The plan requires the company to match 100% of the participants' contributions up to 3% and match an additional 50% of the participants' contributions between 3% to a maximum of 6% of the participants' compensation. The company also provides retirement benefits through noncontributory deferred profit sharing plans covering substantially all employees. Company contributions to the plans are based upon formulas contained in the plans. Total costs incurred under these plans were $5.6 million, $10.6 million and $14.9 million, in 2002, 2001, and 2000, respectively.

Pension, Postretirement Health and Other Benefit Plans Prior to the acquisition of Marinette Marine, the company did not have any defined benefit pension plans, rather the company provided retirement benefits through noncontributory deferred profit sharing plans. As a result of the acquisitions of Marinette Marine in 2000, Potain in 2001 and Grove in 2002, the company has assumed several pension plans and has assumed two additional postretirement health plans. With the acquisition of Grove in 2002, the company assumed six pension plans and a postretirement health plan. During 2002, the company froze two of the Grove pension plans and converted the employees to the de-ferred profit sharing plan program. In addition to freezing two of the Grove pension plans, the company also merged those two plans with the Marinette Marine pension plan, which is also frozen. The increase in the pension and postretirement obligations in 2002 is a result of the Grove acquisition in 2002, in addition to the reduction in d iscount rates and the unfavorable return on plan assets.
     As a result of the above, the company now 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 tables that follow contain the components of the periodic benefit cost for 2002, 2001 and 2000, respectively, and the reconciliation of the changes in the benefit obligation, the changes in plan assets and the funded states as of December 31, 2002 and 2001. Data presented in the reconciliation of the changes in benefit obligation, the changes in plan assets, and the funded status of the plan titled acquisitions, relate to the Grove acquisition in August 2002 and the Potain acquisition in May 2001. Periodic benefit cost of assumed plans through acquisitions are recognized in the Consolidated Statement of Earnings from the date of acquisition.
     The components of the periodic benefit costs are as follows:

		U.S. Pension Plans								Non-U.S. Pension Plans							Postretirement Health and Other
For the Years Ended December 31		2002		2001			2000			2002		2001			2000		2002		2001		2000
Service cost - benefits earned during the year	$	1,026	$	--		$	33		$	719	$	324		$	--	$	1,037	$	547	$	409
Interest cost on projected benefit obligation		3,259		787			98			1,581		218			--		3,226		1,667		1,521
Expected return on assets		(2,877	)	.(1,032	)		(128	)		(914	)	(27	)		--		--		--		--
Amortization of transition (asset) obligation		10		--			--			--		--			--		16		83		3
Amortization of prior service cost		2		--			(12	)		--		--			--		--		--		--
Amortization of actuarial net (gain) loss		173		4			3			(49	)	--			--		417		--		--
Net periodic benefit cost	$	1,593	$	(241	)	$	(6	)	$	1,337	$	515		$	--	$	4,696	$	2,297	$	1,933

The prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Gains and losses in excess of 10% of the greater of the benefit obligation and the market-related value of assets are amortized over the average remaining service period of active participants.

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The following is a reconciliation of the changes in the benefit obligation, the changes in plan assets, and the funded status as of December 31, 2002 and 2001, respectively.

														Postretirement
		U.S. Pension Plans						Non-U.S. Pension Plans						Health and Other
		2002			2001			2002			2001			2002			2001
Change in Benefit Obligation
Benefit obligation, beginning of year	$	10,909		$	10,445		$	7,427		$	--		$	29,893		$	22,209
Service cost		1,026			--			719			324			1,037			547
Interest cost		3,259			787			1,581			218			3,226			1,667
Acquisitions		83,429			--			49,288			7,802			44,689			145
Participant contributions		--			--			--			--			1,199			795
Actuarial (gain) loss		(1,545)			210			2,155			(699	)		3,724			7,723
Currency translation adjustment		--			--			2,241			--			--			--
Benefits paid		(2,363)			(533	)		(813	)		(218	)		(5,091	)		(3,193	)
Benefit obligation, end of year		94,715			10,909			62,598			7,427			78,677			29,893
Change in Plan Assets
Fair value of plan assets, beginning of year		11,406			12,052			5,660			--			--			--
Actual return on plan assets		(962	)		1,059			(241	)		205			--			--
Acquisitions		51,508			--			25,742			5,445			--			--
Employer contributions		1,326			--			892			245			3,892			2,398
Participant contributions		--			--			--			--			1,199			795
Currency translation adjustment		--			--			1,334			--			--			--
Benefits paid		(2,363	)		(533	)		(813	)		(218	)		(5,091	)		(3,193	)
Actuarial changes		--			(1,172	)		--			(17	)		--			--
Fair value of plan assets, end of year		60,915			11,406			32,574			5,660			--			--
Funded status		(33,800	)		497			(30,024	)		(1,767	)		(78,677	)		(29,893	)
Unrecognized (gain) loss		4,659			2,641			1,490			(1,042	)		12,900			9,442
Unrecognized transition obligation		1,727			--			--			--			--			212
Prepaid/(accrued) benefit cost	$	(27,414	)	$	3,138		$	(28,534	)	$	(2,809	)	$	65,777		$	(20,239	)
Amounts recognized in the Consolidated Balance    Sheet at December 31:
Prepaid benefit cost	$	3,217		$	3,138		$	--		$	--		$	--		$	--
Pension obligations		(37,517	)		--			(28,534	)		(2,809	)		--			--
Postretirement health and other benefit obligations		--			--			--			--			(65,777	)		(20,239	)
Intangible asset, included in other-non current assets		56			--			--			--			--			--
Accumulated other comprehensive income, net of income taxes		4,371			--			--			--			--			--
Deferred income taxes		2,459			--			--			--			--			--
Net amount recognized	$	(27,414	)	$	3,138		$	(28,534	)	$	(2,809	)	$	(65,777	)	$	(20,239	)
Weighted-Average Assumptions
Discount rate		6.75%			7.75%			5.75%			6.00%			6.75%			7.24%
Expected return on plan assets		9.00%			9.00%			5.50%			6.75%			N/A			N/A
Rate of compensation increase		4.00%			N/A			3.00%			4.00%			N/A			N/A

For 2000, the discount rate, expected return on plan assets, and rate of compensation increase for the company's pension plan were 7.75%, 9.00% and 4.00%, respectively. The discount rate for the postretirement health plan was 7.25% for 2000.
     The health care cost trend rate assumed in the determination of the accumulated postretirement benefit obligation is 12% for 2002 declining to 5% in 2009. Increasing the assumed health care cost trend rate by one percentage point in each year would increase the accumulated postretirement health benefit obligation by $13.7 million at December 31, 2002, and would increase the aggregate of the service and interest cost components of net periodic postretirement health benefit cost by $0.8 million for 2002. Decreasing the assumed health care cost trend rate by one percentage point in each year would decrease the accumulated postretirement health benefit obligation by $11.2 million at December 31, 2002, and would decrease the aggregate of the service and interest cost components of net periodic postretirement health benefit costs by $0.6 million for 2002.
     It is reasonably possible that the estimate for future retirement and health care costs may change in the near future due to changes in the health care environment or changes in interest rates that may arise. Presently, there is no reliable means to estimate the amount of any such potential changes.
     The company maintains a supplemental executive retirement plan (SERP) for certain executive officers of the company and its subsidiaries that is unfunded. Expenses related to the plans in the amount of $1.0 million and $1.2 million were recorded in fiscal 2002 and 2001, respectively. Amounts accrued as of December 31, 2002 and 2001 related to the plans were $3.2 million and $1.8 million, respectively.
     The company has a deferred compensation plan that enables certain key employees and non-employee directors to defer a portion of their compensation or fees on a pre-tax basis. The company matches contributions under this plan at a rate equal to an employee's profit sharing percentage plus one percent. Effective January 1, 2002, the company amended its deferred compensation plan to provide plan participants the ability to direct deferrals and company matching contributions into two separate investment programs, Program A and Program B.

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The investment assets in Program A and B are held in two separate Deferred Compensation Plans, which restrict the company's use and access to the funds but which are also subject to the claims of the company's general creditors. Program A invests solely in the company's stock; dividends paid on the company's stock are automatically reinvested; and all distributions must be made in company stock. Program B offers a variety of investment options but does not include company stock as an investment option. All distributions from Program B must be made in cash. Participants cannot transfer assets between programs. As a result of this amendment, the company reclassified approximately $7.0 million from other non-current liabilities to a contra equity account offsetting treasury stock.
     Program A is accounted for as a plan which does not permit diversification. As a result, the company stock held by Program A is classified in equity in a manner similar to accounting for treasury stock. The deferred compensation obligation is classified as an equity instrument. Changes in the fair value of the company's stock and the compensation obligation are not recognized. The assets and obligation for Program A were both $1.4 million at December 31, 2002. These amounts are offset in the Consolidated Statement of Stockholders' Equity.
     Program B is accounted for as a plan which permits diversification. As a result, the assets held by Program B are classified as an asset in the Consolidated Balance Sheet and changes in the fair value of the assets are recognized in earnings. The deferred compensation obligation is classified as a liability in the Consolidated Balance Sheet and adjusted, with a charge or credit to compensation cost, to reflect changes in the fair value of the obligation. The assets, included in other non-current assets, and obligation, included in other non-current liabilities, were both $8.0 million at December 31, 2002. The net im-pact on the Consolidated Statement of Earnings was $0 for the year ended December 31, 2002.

17. Leases
The company leases various property, plant and equipment. Terms of the leases vary, but generally require the company to pay property taxes, insurance premiums, and maintenance costs associated with the leased property. Rental expense attributable to operating leases was $20.3 million, $14.6 million, and $8.1 million in 2002, 2001, and 2000, respectively. Future minimum rental obligations under noncancelable operating leases, as of December 31, 2002, are payable as follows:

2003	$	23,354
2004		19,176
2005		15,076
2006		12,344
2007		11,232
Thereafter		33,515

18. Business Segments
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 three reportable segments: Crane, Foodservice, and Marine.
     Crane products consist primarily of lattice-boom crawler cranes, mobile telescopic cranes, tower cranes, boom trucks and aerial work platforms. Crane also specializes in crane rebuilding and remanufacturing services. The crane products are marketed under the Manitowoc, Potain, Grove, National and Manlift brand names and are used in a wide variety of applications, including energy, petrochemical and industrial projects, infrastructure development such as road, bridge and airport construction, commercial and high-rise residential construction, mining and dredging. The Crane segment is mainly impacted by the level of activities related to heavy construction and infrastructure projects around the world.
     Foodservice products consist primarily of commercial ice-cube machines, ice/beverage dispensers, commercial walk-in and reach-in refrigerators and freezers, refrigerated undercounter and food preparation tables, private label residential refrigerators and freezers, backroom beverage equipment, and distribution services. Foodservice products serve the lodging, restaurant, health care, convenience store, soft-drink bottling and institutional foodservice markets, which are impacted by demographic changes and business cycles.
     Marine provides new construction, ship-repair and maintenance services to foreign and domestic vessels operating on the Great Lakes as well as miscellaneous industrial services. Marine is also a leading provider of Great Lakes and oceangoing mid-sized commercial, research, and military vessels. Marine serves the Great Lakes maritime market consisting of both U.S. and Canadian fleets, inland waterway operators, and oceangoing vessels that transit the Great Lakes and St. Lawrence Seaway.
     The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that certain expenses are not allocated to the segments. These unallocated expenses are corporate overhead, amortization expense of intangible assets with indefinite lives, interest expense, and income taxes. The company evaluates segment performance based upon profit or loss before the aforementioned expenses.
     Financial information relating to the company's reportable segments for the years ended December 31, 2002, 2001, and 2000 is as follows:

		2002			2001			2000
Net Sales from Continuing    Operations:
Crane	$	724,214		$	453,244		$	275,265
Foodservice		462,906			411,637			425,080
Marine		219,457			181,677			71,942
Total	$	1,406,577		$	1,046,558		$	772,287
Operating Earnings from Continuing    Operations:
Crane	$	60,984		$	64,319		$	53,051
Foodservice		60,649			57,942			61,368
Marine		19,934			18,924			8,902
Corporate		(15,171	)		(11,961	)		(12,313	)
Total		126,396			129,224			111,008
Amortization		(2,001	)		(11,094	)		(6,721	)
Plant Relocation Costs		(3,900	)		--			--
Restructuring Costs		(7,709	)		--			--
Total	$	112,786		$	118,130		$	104,287
Capital Expenditures:
Crane	$	19,116		$	17,032		$	2,117
Foodservice		4,107			7,307			8,883
Marine		1,490			2,908			1,481
Corporate		8,283			1,857			168
Total	$	32,996		$	29,104		$	12,649
Total Assets:
Crane	$	1,022,771		$	577,920		$	171,867
Foodservice		320,840			368,363			359,196
Marine		93,983			77,291			75,757
Corporate		139,529			57,238			35,710
Total	$	1,577,123		$	1,080,812		$	642,530

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Net sales from continuing operations and long-lived asset information by geographic area as of and for the years ended December 31 are as follows:

	Sales						Long-Lived Assets
		2002		2001		2000		2002		2001
United States	$	934,955	$	789,849	$	692,858	$	493,868	$	470,024
Other North America		25,711		17,333		25,132		--		--
Europe		324,124		179,085		17,375		425,783		272,410
Asia		68,390		31,264		17,393		9,454		5,575
Middle East		18,885		6,905		5,479		--		--
Central and South America		7,410		6,468		4,873		853		1,216
Africa		7,291		6,180		3,277		--		--
South Pacific & Caribbean		13,275		6,872		5,900		--		--
Australia		6,536		2,602		--		--		497
Total	$	1,406,577	$	1,046,558	$	772,287	$	929,958	$	749,722

Foreign revenue is based upon the location of the customer.

19. Subsidiary Guarantors of Senior Subordinated Notes due 2011
The following tables present condensed consolidating financial information for (a) the parent company, The Manitowoc Company, Inc. (Parent); (b) on a combined basis, the guarantors of the Senior Subordinated Notes due 2011, which include substantially all of the domestic wholly owned subsidiaries of the company (Subsidiary Guarantors); and (c) on a combined basis, the wholly and partially owned foreign subsidiaries of the company and National Crane Corporation, which do not guarantee the Senior Subordinated Notes due 2011 (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 the company believes such separate statements or disclosures would not be useful to investors.

Condensed Consolidating Statement of Earnings

For the Year Ended December 31, 2002					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	926,763		$	479,814		$	--		$	1,406,577
Costs and expenses:
Cost of sales		--			695,776			384,443			--			1,080,219
Engineering, selling and administrative		14,150			123,181			62,631			--			199,962
Amortization expense		--			--			2,001			--			2,001
Plant consolidation costs		--			3,900			--			--			3,900
Restructuring costs		--			7,709			--			--			7,709
Total costs and expenses		14,150			830,566			449,075			--			1,293,791
Earnings (loss) from operations		(14,150	)		96,197			30,739			--			112,786
Other income (expense):
Interest expense		(46,790	)		1,415			(6,588	)		--			(51,963	)
Management fee income (expense)		20,600			(20,839	)		239			--			--
Other expense - net		(12,620	)		885			13,692			--			1,957
Total other income (expense)		(38,810	)		(18,539	)		7,343			--			(50,006	)
Earnings (loss) from continuing operations before taxes on    income and equity in earnings of subsidiaries		(52,960	)		77,658			38,082			- --			62,780
Provision (benefit) for taxes on income		(42,127	)		61,773			2,955			--			22,601
Earnings (loss) from continuing operations before equity in
earnings of  subsidiaries		(10,833	)		15,885			35,127			--			40,179
Equity in earnings of subsidiaries		51,012			--			--			(51,012	)		--
Earnings (loss) from continuing operations		40,179			15,885			35,127			(51,012	)		40,179
Discontinued operations:
Earnings from discontinued operations, net of income taxes    of $866		1,576			1,576			- --			(1,576	)		1,576
Loss on sale of discontinued operations, net of income taxes     of $10,853		(25,457	)		(25,457	)		- --			25,457			(25,457	)
Cumulative effect of accounting change, net of taxes of $14,200		(36,800	)		(36,800	)		--			36,800			(36,800	)
Net earnings (loss)	$	(20,502	)	$	(44,796	)	$	35,127		$	9,669		$	(20,502	)

60

n

Condensed Consolidating Statement of Earnings

For the Year Ended December 31, 2001					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	833,836		$	212,722		$	--		$	1,046,558
Costs and expenses:
Cost of sales		--			604,775			165,419			--			770,194
Engineering, selling and administrative		11,962			108,396			26,782			--			147,140
Amortization expense		336			7,410			3,348			--			11,094
Total costs and expenses		12,298			720,581			195,549			--			928,428
Earnings (loss) from operations		(12,298	)		113,255			17,173			--			118,130
Other income (expense):
Interest expense		(26,937	)		(8,673	)		(1,798	)		--			(37,408	)
Management fee income (expense)		13,803			(13,803	)		--			--			--
Other expense - net		(1,004	)		(912	)		669			--			(1,247	)
Total other income (expense)		(14,138	)		(23,388	)		(1,129	)		--			(38,655	)
Earnings (loss) from continuing operations before taxes on
income and equity in earnings of subsidiaries		(26,436	)		89,867			16,044			--			79,475
Provision (benefit) for taxes on income		(10,906	)		37,074			4,566			--			30,734
Earnings (loss) from continuing operations before equity in    earnings of subsidiaries		(15,530	)		52,793			11,478			- --			48,741
Equity in earnings of subsidiaries		64,271			--			--			(64,271	)		--
Earnings (loss) from continuing operations		48,741			52,793			11,478			(64,271	)		48,741
Discontinued operations:
Earnings from discontinued operations, net of income taxes of $83		131			131			--			(131	)		131
Extraordinary loss on debt extinguishment,
net of income tax benefit of $2,216		(3,324	)		--			--			--			(3,324	)
Net earnings (loss)	$	45,548		$	52,924		$	11,478		$	(64,402	)	$	45,548

Condensed Consolidating Statement of Earnings

For the Year Ended December 31, 2000					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	746,985		$	25,302		$	--		$	772,287
Costs and expenses:
Cost of sales		--			534,016			20,287			--			554,303
Engineering, selling and administrative		12,313			91,817			2,846			--			106,976
Amortization expense		830			5,872			19			--			6,721
Total costs and expenses		13,143			631,705			23,152			--			668,000
Earnings (loss) from operations		(13,143	)		115,280			2,150			--			104,287
Other income (expense):
Interest expense		(4,052	)		(8,757	)		--			--			(12,809	)
Management fee income (expense)		12,961			(12,961	)		--			--			--
Other expense - net		(485	)		(1,324	)		(228	)		--			(2,037	)
Total other income (expense)		8,424			(23,042	)		(228	)		--			(14,846	)
Earnings (loss) from continuing operations before taxes on
income and equity in earnings of subsidiaries		(4,719	)		92,238			1,922			--			89,441
Provision (benefit) for taxes on income		(1,780	)		34,797			252			--			33,269
Earnings (loss) from continuing operations before equity in
earnings of subsidiaries		(2,939	)		57,441			1,670			--			56,172
Equity in earnings of subsidiaries		59,111			--			--			(59,111	)		--
Earnings (loss) from continuing operations		56,172			57,441			1,670			(59,111	)		56,172
Discontinued operations:
Earnings from discontinued operations, net of income taxes of $83		4,096			4,096			--			(4,096	)		4,096
Net earnings (loss)	$	60,268		$	61,537		$	1,670		$	(63,207	)	$	60,268

61

Condensed Consolidating Balance Sheet

As of December 31, 2002				Subsidiary			Non-Guarantor
(In Thousands)		Parent		Guarantors			Subsidiaries		Eliminations		Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	2,650	$	(3,982	)	$	29,367	$	--	$	28,035
Marketable securities		2,371		--			--		--		2,371
Accounts receivable		3,934		87,440			134,717		--		226,091
Inventories		--		112,425			142,793		--		255,218
Deferred tax assets		72,887		215			23,639		--		96,741
Other		427		34,899			3,382		--		38,708
Total current assets		82,269		230,997			333,898		--		647,164
Property, plant and equipment - net		12,687		148,153			158,461		--		319,301
Goodwill - net		--		229,383			150,955				380,338
Other intangible assets - net		--		--			127,299		--		127,299
Deferred income taxes		9,931		9,731			--		--		19,662
Other non-current assets		34,639		8,767			39,953		--		83,359
Equity in affiliates		1,027,876		--			--		(1,027,876	)	--
Total assets	$	1,167,402	$	627,031		$	810,566	$	(1,027,876	) $	1,577,123
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	20,458	$	181,955		$	184,077	$	--	$	386,490
Current portion long-term debt		28,419		--			4,909		--		33,328
Short-term borrowings		2,000		--			7,304		--		9,304
Product warranties		--		19,764			11,512		--		31,276
Total current liabilities		50,877		201,719			207,802		--		460,398
Non-Current Liabilities:
Long-term debt, less current portion		609,836		209			13,502		--		623,547
Pension obligation		10,357		22,223			33,471		--		66,051
Postretirement and other health benefit obligations		925		64,852			--		--		65,777
Intercompany payable/(receivable) - net		202,370		(346,609	)		144,239		--		--
Other non-current liabilities		(2,078	)	9,069			59,244		--		66,235
Total non-current liabilities		821,410		(250,256	)		250,456		--		821,610
Stockholders' Equity		295,115		675,568			352,308		(1,027,876	)	295,115
Total liabilities and stockholders' equity	$	1,167,402	$	627,031		$	810,566	$	(1,027,876	)   $	1,577,123

62

Condensed Consolidating Balance Sheet

As of December 31, 2001				Subsidiary		Non-Guarantor
(In Thousands)		Parent		Guarantors		Subsidiaries		Eliminations		Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	4,456	$	141	$	18,984	$	--	$	23,581
Marketable securities		2,151		--		--		--		2,151
Accounts receivable		43		67,159		74,009		--		141,211
Inventories		--		67,005		56,051		--		123,056
Deferred income taxes		18,873		--		9,473		--		28,346
Other current assets		203		10,271		2,271		--		12,745
Total current assets		25,726		144,576		160,788		--		331,090
Property, plant and equipment - net		5,038		98,634		71,712		--		175,384
Goodwill - net		1,194		300,445		206,100		--		507,739
Intangible assets - net		--		--		--		--		--
Other non-current assets		25,081		26,417		15,101		--		66,599
Equity in affiliates		943,466		--		--		(943,466	)	--
Total assets	$	1,000,505	$	570,072	$	453,701	$	(943,466	) $	1,080,812
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	18,853	$	126,447	$	90,831	$	--	$	236,131
Current portion long-term debt		24,558		--		6,529		--		31,087
Short-term borrowings		5,900		--		5,061		--		10,961
Product warranties		--		13,575		4,407		--		17,982
Total current liabilities		49,311		140,022		106,828		--		296,161
Non-Current Liabilities:
Long-term debt, less current portion		435,165		--		11,357		--		446,522
Pension obligations		--		2,809		--		--		2,809
Postretirement and other health benefit obligations		1,003		16,297		2,939		--		20,239
Intercompany payable/(receivable) - net		231,140		(238,568	)	7,428		--		--
Deferred income taxes		422		4,721		--		--		5,143
Other non-current liabilities		19,669		370		26,104		--		46,143
Total non-current liabilities		687,399		(214,371	)	47,828		--		520,856
Stockholders' Equity		263,795		644,421		299,045		(943,466	)	263,795
Total liabilities and stockholders' equity	$	1,000,505	$	570,072	$	453,701	$	(943,466	)   $	1,080,812

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2002					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(62,730	)	$	205,409		$	(48,140	)	$	94,539
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			8,363			(7,387	)		976
Capital expenditures		(8,284	)		(9,707	)		(15,005	)		(32,996	)
Proceeds from sale of property, plant, and equipment		19			(101	)		16,781			16,699
Purchase of marketable securities - net		(220	)		--			--			(220	)
Intercompany investments		(60,882	)		--			60,882			--
Net cash provided by (used for) investing activities of continuing operations		(69,367	)		(1,445	)		55,271			(15,541	)
Net cash provided by investing activities of discontinued operations		--			11,108			--			11,108
Net cash provided by (used for) investing actvities		(69,367	)		9,663			55,271			(4,433	)
Cash Flows from Financing:
Proceeds from long-term debt		--			--			--			--
Payments on Grove borrowings		--			(198,328	)		--			(198,328	)
Proceeds from senior subordinated notes		175,000			--			--			175,000
Payments on long-term debt		(28,258	)		(11,547	)		525			(39,280	)
Proceeds (payments) from revolver borrowings - net		(3,900	)		(9,320	)		2,977			(10,243	)
Proceeds (payments) from issuance of commercial paper - net		--			--			--			--
Debt acquisition costs		(6,630	)		--			--			(6,630	)
Dividends paid		(7,432	)		--			--			(7,432	)
Exercises of stock options		1,511			--			--			1,511
Net cash provided by (used for) financing activities		130,291			(219,195	)		3,502			(85,402	)
Effect of exchange rate changes on cash		--			--			(250	)		(250	)
Net increase (decrease) in cash and cash equivalents		(1,806	)		(4,123	)		10,383			4,454
Balance at beginning of year		4,456			141			18,984			23,581
Balance at end of year	$	2,650		$	(3,982	)	$	29,367		$	28,035

63

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2001					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(54,029	)	$	9,751		$	150,893		$	106,615
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			(954	)		(284,579	)		(285,533	)
Capital expenditures		(1,857	)		(13,901	)		(13,346	)		(29,104	)
Proceeds from sale of property, plant, and equipment		--			662			9,557			10,219
Purchase of marketable securities - net		(107	)		--			--			(107	)
Intercompany investments		(163,535	)		--			163,535			--
Net cash used for investing activities of continuing operations		(165,499	)		(14,193	)		(124,833	)		(304,525	)
Net cash used for investing activities of discontinued operations		--			(157	)		--			(157	)
Net cash used for investing activities		(165,499	)		(14,350	)		(124,833	)		(340,682	)
Cash Flows from Financing:
Proceeds from long-term debt		345,116			--			--			345,116
Proceeds from senior subordinated notes		156,118			--			--			156,118
Payments on long-term debt		(159,632	)		--			(2,257	)		(161,889	)
Proceeds (payments) from revolver borrowings - net		(75,100	)		--			(3,627	)		(78,727	)
Proceeds (payments) from issuance of commercial paper - net		(24,700	)		--			--			(24,700	)
Debt acquisition costs		(21,023	)		--			--			(21,023	)
Dividends paid		(257	)		--			(7,101	)		(7,358	)
Exercises of stock options		183			--			--			183
Net cash provided by (used for) financing activities		220,705			--			(12,985	)		207,720
Effect of exchange rate changes on cash		--			--			(55	)		(55	)
Net increase (decrease) in cash and cash equivalents		1,177			(4,599	)		13,020			9,598
Balance at beginning of year		3,279			4,740			5,964			13,983
Balance at end of year	$	4,456		$	141		$	18,984		$	23,581

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2000					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(78,759	)	$	140,967		$	839		$	63,047
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			(96,565	)		(2,417	)		(98,982	)
Capital expenditures		(168	)		(12,617	)		136			(12,649	)
Proceeds from sale of property, plant, and equipment		53			3,428			--			3,481
Purchase of marketable securities - net		(121	)		--			--			(121	)
Intercompany investments		30,998			(34,236	)		3,238			--
Net cash used for investing activities of continuing operations		30,762			(139,990	)		957			(108,271	)
Net cash used for investing activities of discontinued operations		--			(766	)		--			(766	)
Net cash used for investing activities		30,762			(140,756	)		957			(109,037	)
Cash Flows from Financing:
Proceeds from long-term debt		--			--			--			--
Proceeds from senior subordinated notes		--			--			--			--
Payments on long-term debt		(1,093	)		--			--			(1,093	)
Proceeds (payments) from revolver borrowings - net		83,319			--			--			83,319
Proceeds (payments) from issuance of commercial paper - net		24,700			--			--			24,700
Debt acquisition costs		--			--			--			--
Dividends paid		(7,466	)		(41	)		--			(7,507	)
Exercises of stock options		339			--			--			339
Treasury stock purchases		(49,752	)		--			--			(49,752	)
Net cash provided by (used for) financing activities		50,047			(41	)		--			50,006
Effect of exchange rate changes on cash		--			--			(130	)		(130	)
Net increase (decrease) in cash and cash equivalents		2,050			170			1,666			3,886
Balance at beginning of year		3,274			2,530			4,293			10,097
Balance at end of year	$	5,324		$	2,700		$	5,959		$	13,983

64

20. Subsidiary Guarantors of Senior Subordinated Notes due 2012
The following tables present condensed consolidating financial information for (a) the parent company, The Manitowoc Company, Inc. (Parent); (b) on a combined basis, the guarantors of the Senior Subordinated Notes due 2012, which include substantially all of the domestic wholly owned subsidiaries of the company (Subsidiary Guarantors); and (c) on a combined basis, the wholly and partially owned foreign subsidiaries of the company, National Crane Corporation and Manitowoc Boom Trucks, Inc., which was sold by the company during the fourth quarter of 2002, all of which do not guarantee the Senior Subordinated Notes due 2012 (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 the company believes such separate statements or disclosures would not be useful to investors.

Condensed Consolidating Statement of Earnings

For the Year Ended December 31, 2002					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	926,763		$	479,814		$	--		$	1,406,577
Costs and expenses:
Cost of sales		--			695,776			384,443			--			1,080,219
Engineering, selling and administrative		14,150			123,181			62,631			--			199,962
Amortization expense		--			--			2,001			--			2,001
Plant consolidation costs		--			3,900			--			--			3,900
Restructuring costs		--			7,709			--			--			7,709
Total costs and expenses		14,150			830,566			449,075			--			1,293,791
Earnings (loss) from operations		(14,150	)		96,197			30,739			--			112,786
Other income (expense):
Interest expense		(46,790	)		1,415			(6,588	)		--			(51,963	)
Management fee income (expense)		20,600			(20,839	)		239			--			--
Other expense - net		(12,620	)		885			13,692			--			1,957
Total other income (expense)		(38,810	)		(18,539	)		7,343			--			(50,006	)
Earnings (loss) from continuing operations before taxes on
income and equity in earnings of subsidiaries		(52,960	)		77,658			38,082			--			62,780
Provision (benefit) for taxes on income		(42,127	)		61,773			2,955			--			22,601
Earnings (loss) from continuing operations before equity in
earnings of  subsidiaries		(10,833	)		15,885			35,127			--			40,179
Equity in earnings of subsidiaries		51,012			--			--			(51,012	)		--
Earnings (loss) from continuing operations		40,179			15,885			35,127			(51,012	)		40,179
Discontinued operations:
Earnings from discontinued operations, net of income taxes    of $866		1,576			753			823			(1,576	)		1,576
Loss on sale of discontinued operations, net of income taxes    of $10,853		(25,457	)		(2,179	)		(23,278	)		25,457			(25,457	)
Cumulative effect of accounting change, net of taxes of $14,200		(36,800	)		(36,800	)		--			36,800			(36,800	)
Net earnings (loss)	$	(20,502	)	$	(22,341	)	$	12,672		$	9,669		$	(20,502	)

Condensed Consolidating Statement of Earnings

For the Year Ended December 31, 2001					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	833,836		$	212,722		$	--		$	1,046,558
Costs and expenses:
Cost of sales		--			604,775			165,419			--			770,194
Engineering, selling and administrative		11,962			108,396			26,782			--			147,140
Amortization expense		336			7,410			3,348			--			11,094
Total costs and expenses		12,298			720,581			195,549			--			928,428
Earnings (loss) from operations		(12,298	)		113,255			17,173			--			118,130
Other income (expense):
Interest expense		(26,937	)		(8,673	)		(1,798	)		--			(37,408	)
Management fee income (expense)		13,803			(13,803	)		--			--			--
Other expense - net		(1,004	)		(912	)		669			--			(1,247	)
Total other income (expense)		(14,138	)		(23,388	)		(1,129	)		--			(38,655	)
Earnings (loss) from continuing operations before taxes on
income and equity in earnings of subsidiaries		(26,436	)		89,867			16,044			--			79,475
Provision (benefit) for taxes on income		(10,906	)		37,074			4,566			--			30,734
Earnings (loss) from continuing operations before equity in
earnings of subsidiaries		(15,530	)		52,793			11,478			--			48,741
Equity in earnings of subsidiaries		64,271			--			--			(64,271	)		--
Earnings (loss) from continuing operations		48,741			52,793			11,478			(64,271	)		48,741
Discontinued operations:
Earnings from discontinued operations, net of income taxes of $83		131			956			(825	)		(131	)		131
Extraordinary loss on debt extinguishment,
net of income tax benefit of $2,216		(3,324	)		--			--			--			(3,324	)
Net earnings (loss)	$	45,548		$	53,749		$	10,653		$	(64,402	)	$	45,548

65

Condensed Consolidating Statement of Earnings

For the Year Ended December 31, 2000					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	--		$	746,985		$	25,302		$	--		$	772,287
Costs and expenses:
Cost of sales		--			534,016			20,287			--			554,303
Engineering, selling and administrative		12,313			91,817			2,846			--			106,976
Amortization expense		830			5,872			19			--			6,721
Total costs and expenses		13,143			631,705			23,152			--			668,000
Earnings (loss) from operations		(13,143	)		115,280			2,150			--			104,287
Other income (expense):
Interest expense		(4,052	)		(8,757	)		--			--			(12,809	)
Management fee income (expense)		12,961			(12,961	)		--			--			--
Other expense - net		(485	)		(1,324	)		(228	)		--			(2,037	)
Total other income (expense)		8,424			(23,042	)		(228	)		--			(14,846	)
Earnings (loss) from continuing operations before taxes on
income and equity in earnings of subsidiaries		(4,719	)		92,238			1,922			--			89,441
Provision (benefit) for taxes on income		(1,780	)		34,797			252			--			33,269
Earnings (loss) from continuing operations before equity in
earnings of subsidiaries		(2,939)			57,441			1,670			--			56,172
Equity in earnings of subsidiaries		59,111			--			--			(59,111	)		--
Earnings (loss) from continuing operations		56,172			57,441			1,670			(59,111	)		56,172
Discontinued operations:
Earnings from discontinued operations, net of income taxes of $2,583		4,096			1,060			3,036			(4,096	)		4,096
Extraordinary loss on debt extinguishment,
net of income tax benefit of $2,216		--			--			--			--			--
Net earnings (loss)	$	60,268		$	58,501		$	4,706		$	(63,207	)	$	60,268

Condensed Consolidating Balance Sheet

As of December 31, 2002				Subsidiary			Non-Guarantor
(In Thousands)		Parent		Guarantors			Subsidiaries		Eliminations		Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	2,650	$	(3,982	)	$	29,367	$	--	$	28,035
Marketable securities		2,371		--			--		--		2,371
Accounts receivable		3,934		87,440			134,717		--		226,091
Inventories		--		112,425			142,793		--		255,218
Deferred tax assets		72,887		215			23,639		--		96,741
Other		427		34,899			3,382		--		38,708
Total current assets		82,269		230,997			333,898		--		647,164
Property, plant and equipment - net		12,687		148,153			158,461		--		319,301
Goodwill - net		--		229,383			150,955				380,338
Other intangible assets - net		--		--			127,299		--		127,299
Deferred income taxes		9,931		9,731			--		--		19,662
Other non-current assets		34,639		8,767			39,953		--		83,359
Equity in affiliates		1,027,876		--			--		(1,027,876	)	--
Total assets	$	1,167,402	$	627,031		$	810,566	$	(1,027,876	) $	1,577,123
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	20,458	$	181,955		$	184,077	$	--	$	386,490
Current portion long-term debt		28,419		--			4,909		--		33,328
Short-term borrowings		2,000		--			7,304		--		9,304
Product warranties		--		19,764			11,512		--		31,276
Total current liabilities		50,877		201,719			207,802		--		460,398
Non-Current Liabilities:
Long-term debt, less current portion		609,836		209			13,502		--		623,547
Pension obligation		10,357		22,223			33,471		--		66,051
Postretirement and other health benefit obligations		925		64,852			--		--		65,777
Intercompany payable/(receivable) - net		202,370		(346,609	)		144,239		--		--
Other non-current liabilities		(2,078	)	9,069			59,244		--		66,235
Total non-current liabilities		821,410		(250,256	)		250,456		--		821,610
Stockholders' Equity		295,115		675,568			352,308		(1,027,876	)	295,115
Total liabilities and stockholders' equity	$	1,167,402	$	627,031		$	810,566	$	(1,027,876	)   $	1,577,123

66

Condensed Consolidating Balance Sheet

As of December 31, 2001				Subsidiary		Non-Guarantor
(In Thousands)		Parent		Guarantors		Subsidiaries		Eliminations		Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	4,456	$	347	$	18,778	$	--	$	23,581
Marketable securities		2,151		--		--		--		2,151
Accounts receivable		43		62,060		79,108		--		141,211
Inventories		--		49,746		73,310		--		123,056
Deferred income taxes		18,873		--		9,473		--		28,346
Other current assets		203		10,271		2,271		--		12,745
Total current assets		25,726		122,424		182,940		--		331,090
Property, plant and equipment - net		5,038		91,921		78,425		--		175,384
Goodwill - net		1,194		300,445		206,100		--		507,739
Intangible assets - net		--		--		--		--		--
Other non-current assets		25,081		26,417		15,101		--		66,599
Equity in affiliates		943,466		--		--		(943,466	)	--
Total assets	$	1,000,505	$	541,207	$	482,566	$	(943,466	) $	1,080,812
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	18,853	$	118,402	$	98,876	$	--	$	236,131
Current portion long-term debt		24,558		--		6,529		--		31,087
Short-term borrowings		5,900		--		5,061		--		10,961
Product warranties		--		13,058		4,924		--		17,982
Total current liabilities		49,311		131,460		115,390		--		296,161
Non-Current Liabilities:
Long-term debt, less current portion		435,165		--		11,357		--		446,522
Pension obligations		--		2,809		--		--		2,809
Postretirement and other health benefit obligations		1,003		16,252		2,984		--		20,239
Intercompany payable/(receivable) - net		231,140		(271,738	)	40,598		--		--
Deferred income taxes		422		4,721		--		--		5,143
Other non-current liabilities		19,669		370		26,104		--		46,143
Total non-current liabilities		687,399		(247,586	)	81,043		--		520,856
Stockholders' Equity		263,795		657,333		286,133		(943,466	)	263,795
Total liabilities and stockholders' equity	$	1,000,505	$	541,207	$	482,566	$	(943,466	)   $	1,080,812

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2002					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(62,730	)	$	210,367		$	(53,098	)	$	94,539
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			8,363			(7,387	)		976
Capital expenditures		(8,284	)		(9,707	)		(15,005	)		(32,996	)
Proceeds from sale of property, plant, and equipment		19			(101	)		16,781			16,699
Purchase of marketable securities - net		(220	)		--			--			(220	)
Intercompany investments		(60,882	)		--			60,882			--
Net cash provided by (used for) investing activities of continuing operations		(69,367	)		(1,445	)		55,271			(15,541	)
Net cash provided by investing activities of discontinued operations		--			(75	)		11,183			11,108
Net cash provided by (used for) investing activities		(69,367	)		(1,520	)		66,454			(4,433	)
Cash Flows from Financing:
Proceeds from long-term debt		--			--			--			--
Payments on Grove borrowings		--			(198,328	)		--			(198,328	)
Proceeds from senior subordinated notes		175,000			--			--			175,000
Payments on long-term debt		(28,258	)		(11,547	)		525			(39,280	)
Proceeds (payments) from revolver borrowings - net		(3,900	)		(9,320	)		2,977			(10,243	)
Proceeds (payments) from issuance of commercial paper - net		--			--			--			--
Debt acquisition costs		(6,630	)		--			--			(6,630	)
Dividends paid		(7,432	)		--			--			(7,432	)
Exercises of stock options		1,511			--			--			1,511
Net cash provided by (used for) financing activities		130,291			(219,195	)		3,502			(85,402	)
Effect of exchange rate changes on cash		--			--			(250	)		(250	)
Net increase (decrease) in cash and cash equivalents		(1,806	)		(10,348	)		16,608			4,454
Balance at beginning of year		4,456			347			18,778			23,581
Balance at end of year	$	2,650		$	(10,001	)	$	35,386		$	28,035

67

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2001					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(54,029	)	$	10,716		$	149,928		$	106,615
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			(954	)		(284,579	)		(285,533	)
Capital expenditures		(1,857	)		(13,901	)		(13,346	)		(29,104	)
Proceeds from sale of property, plant, and equipment		--			662			9,557			10,219
Purchase of marketable securities - net		(107	)		--			--			(107	)
Intercompany investments		(163,535	)		--			163,535			--
Net cash used for investing activities of continuing operations		(165,499	)		(14,193	)		(124,833	)		(304,525	)
Net cash used for investing activities of discontinued operations		--			(134	)		(23	)		(157	)
Net cash used for investing activities		(165,499	)		(14,327	)		(124,856	)		(304,682	)
Cash Flows from Financing:
Proceeds from long-term debt		345,116			--			--			345,116
Proceeds from senior subordinated notes		156,118			--			--			156,118
Payments on long-term debt		(159,632	)		--			(2,257	)		(161,889	)
Proceeds (payments) from revolver borrowings - net		(75,100	)		--			(3,627	)		(78,727	)
Proceeds (payments) from issuance of commercial paper - net		(24,700	)		--			--			(24,700	)
Debt acquisition costs		(21,023	)		--			--			(21,023	)
Dividends paid		(257	)		--			(7,101	)		(7,358	)
Exercises of stock options		183			--			--			183
Net cash provided by (used for) financing activities		220,705			--			(12,985	)		207,720
Effect of exchange rate changes on cash		--			--			(55	)		(55	)
Net increase (decrease) in cash and cash equivalents		1,177			(3,611	)		12,032			9,598
Balance at beginning of year		3,279			4,740			5,964			13,983
Balance at end of year	$	4,456		$	1,129		$	17,996		$	23,581

Condensed Consolidating Statement of Cash Flows

For the Year Ended December 31, 2000					Subsidiary			Non-Guarantor
(In Thousands)		Parent			Guarantors			Subsidiaries			Consolidated
Net cash provided by (used in) operating activities	$	(78,759	)	$	133,745		$	8,061		$	63,047
Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			(96,565	)		(2,417	)		(98,982	)
Capital expenditures		(168	)		(12,617	)		136			(12,649	)
Proceeds from sale of property, plant, and equipment		53			3,428			--			3,481
Purchase of marketable securities - net		(121	)		--			--			(121	)
Intercompany investments		30,998			(34,236	)		3,238			--
Net cash used for investing activities of continuing operations		30,762			(139,990	)		957			(108,271	)
Net cash used for investing activities of discontinued operations		--			(213	)		(553	)		(766	)
Net cash used for investing activities		30,762			(140,203	)		404			(109,037	)
Cash Flows from Financing:
Proceeds from long-term debt		--			--			--			--
Proceeds from senior subordinated notes		--			--			--			--
Payments on long-term debt		(1,093	)		--			--			(1,093	)
Proceeds (payments) from revolver borrowings - net		83,319			--			--			83,319
Proceeds (payments) from issuance of commercial paper - net		24,700			--			--			24,700
Debt acquisition costs		--			--			--			--
Dividends paid		(7,466	)		(41	)		--			(7,507	)
Exercises of stock options		339			--			--			339
Treasury stock purchases		(49,752	)		--			--			(49,752	)
Net cash provided by (used for) financing activities		50,047			(41	)		--			50,006
Effect of exchange rate changes on cash		--			--			(130	)		(130	)
Net increase (decrease) in cash and cash equivalents		2,050			(6,499	)		8,335			3,886
Balance at beginning of year		3,274			2,530			4,293			10,097
Balance at end of year	$	5,324		$	(3,969	)	$	12,628		$	13,983

21. Subsequent Event
After entertaining offers from several interested parties, on February 14, 2003, the company completed the sale of Femco Machine Company, Inc. (Femco) to a group of private investors led by certain current Femco management and employees. Femco, a business in the Crane segment, is a provider of aftermarket replacement parts for cranes and excavators, in addition to industrial repair and rebuilding services. As explained in Note 3. "Discontinued Operations," the company reported Femco as a discontinued operation in accordance with SFAS No. 144 in 2002. The sale included substantially all of the assets and liabilities of Femco. Cash proceeds from the sale were approximately $6.6 million and are subject to post closing adjustments. The company anticipates a minimal gain from the sale, which will be reported in discontinued operations in the first quarter of 2003.

68

Management's Report on Consolidated Financial Statements
The Manitowoc Company, Inc. management is responsible for the integrity of the consolidated financial statements and other information included in this annual report and for ascertaining that the data fairly reflect the company's financial position and results of operations. The company prepared the consolidated statements in accordance with generally accepted accounting principles appropriate in the circumstances, and such statements necessarily include amounts that are based on best estimates and judgements with appropriate considerations given to materiality.
     The company maintains an internal accounting system designed to provide reasonable assurance that company assets are safeguarded from loss or unauthorized use or disposition and that transactions are executed in accordance with management's authorization and are properly recorded to permit the preparation of the financial statements in accordance with generally accepted accounting principles.
     To further safeguard company assets, the company has established an audit committee composed of directors who are neither officers nor employees of the company. The audit committee is responsible for reviewing audit plans, internal controls, financial reports, and accounting practices and meets regularly with the company's internal auditors and independent accountants, both of whom have open access to the committee.
     The company's independent accountants, PricewaterhouseCoopers LLP, audited the company's consolidated financial statements and issued the opinion below.

/s/ Terry D. Growcock

Terry D. Growcock
Chairman & Chief Executive Officer

/s/ Timothy M. Wood

Timothy M. Wood
Vice President & Chief Financial Officer



Report of Independent Accountants

To the Stockholders and Board of Directors of
The Manitowoc Company, Inc. and Subsidiaries

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders' equity and comprehensive income, and cash flows present fairly, in all material respects, the financial position of The Manitowoc Company, Inc. and its Subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes exa mining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     As discussed in Note 6 to the consolidated financial statements, the company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
February 4, 2003, except as to Note 21 for
which the date is February 14, 2003

69

Investor Information

Corporate Headquarters
The Manitowoc Company, Inc.
2400 South 44th Street
P.O. Box 66
Manitowoc, WI 54221-0066
Telephone: 920-684-4410
Telefax: 920-652-9778

Independent Accountants
PricewaterhouseCoopers LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202

Stock Transfer Agent & Registrar
Equiserv Trust Company, N.A.

Registered and First Class Mail:
P.O. Box 43069
Providence, RI 02940-3069

Overnight or Other Delivery:
150 Royall Street
Canton, MA 02021

Telephone: 1-800-519-3111
1-800-952-9245 (Hearing impaired in US)
1-781-575-2692 (Hearing impaired outside US)

Annual Meeting & Related Information
The annual meeting of Manitowoc Company shareholders will be held at 9:00 a.m., CDT, Tuesday, May 6, 2003, in the ballroom of the Holiday Inn at 4601 Calumet Avenue, Manitowoc, WI. We encourage shareholders to participate in this meeting in person or by proxy.

Stock Listing
Manitowoc's common stock is traded on the New York Stock Exchange and is identified by the ticker symbol MTW. Current trading volume, share price, dividends, and related information can be found in the financial section of most daily newspapers.

     Quarterly common stock price information for our three most recent fiscal years can be found on page 37 of this annual report. Shares of Manitowoc's common stock have been publicly traded since 1971.

Manitowoc Shareholders
On December 31, 2002, there were 26,412,735 shares of Manitowoc common stock outstanding. On that date, there were 2,746 shareholders of record.

Form 10-K Report
Each year Manitowoc files its Annual Report on Form 10-K with the Securities and Exchange Commission. Most of the financial information contained in that report is included in this Annual Report to Shareholders.

   A copy of Form 10-K, as filed with the Securities and Exchange Commission for 2002, may be obtained by any shareholder, without charge, upon written request to:
     Maurice D. Jones
     Vice President, General Counsel & Secretary
     The Manitowoc Company, Inc.
     P.O. Box 66
     Manitowoc, WI 54221-0066

Corporate Governance Guidelines & Code of Ethics
The Manitowoc Company's corporate governance guidelines, committee charters, and code of ethics are posted in the investor relations section of our Web site. This information may also be obtained by any shareholder, without charge, upon written request to Maurice D. Jones, Vice President, General counsel & Secretary, at the company's address indicated in the preceding paragraph.

Dividends
Manitowoc has paid continuous dividends, without interruption, since 1971. On February 14, 2001, Manitowoc switched from a quarterly dividend to an annual dividend. At its regular fall meeting each year, the board of directors will determine the amount and timing of the company's annual dividend.

Dividend Reinvestment & Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan provides a convenient method to acquire additional shares of Manitowoc stock through the investment of dividends. Shareholders may also purchase shares by investing cash, as often as once a month, in varying amounts from $10 up to a maximum of $60,000 each calendar year.
   Participation is voluntary, and Manitowoc pays for all fees associated with stock purchases under these plans.
   To receive an information booklet and enrollment form, please contact our stock transfer agent and registrar, Equiserv Trust Company, N.A.
   Manitowoc also participates in the Own Your Share of America and the Low-Cost Stock Ownership Plans as offered and administered by the National Association of Investors Corporation.

Investor Inquiries
Security analysts, portfolio managers, individual investors, and media professionals seeking information about Manitowoc are encouraged to visit our Web site, or contact the following individuals:

Analysts & Portfolio Managers
Timothy M. Wood
Vice President & Chief Financial Officer
Telephone: 920-652-1767
Telefax: 920-652-9775

Media Inquiries
Steven C. Khail
Director of Investor Relations & Corporate Communications
Telephone: 920-652-1713
Telefax: 920-652-9775

General Inquiries
Joan Risch
Shareholder Relations
Telephone: 920-652-1731
Telefax: 920-652-9775

Quarterly Earnings
Manitowoc is planning to announce its quarterly earnings for calendar 2003 according to the following schedule:
1st Quarter - April 30, 2003
2nd Quarter - July 24, 2003
3rd Quarter - October 23, 2003
4th Quarter - To be announced

Join MTW on the Internet
Manitowoc provides a variety of information about its businesses, products, and markets at its Web site address:
www.manitowoc.com.

Equal Opportunity
Manitowoc believes that a diverse workforce is required to compete successfully in today's global markets. The company provides equal employment opportunities in its global operations without regard to race, color, age, gender, religion, national origin, or physical disability.

IBC

EX-21

Exhibit 21
2002 10-K

SUBSIDIARIES OF
THE MANITOWOC COMPANY, INC.

The Manitowoc Company, Inc. (WI)
Marine Group, LLC (NV)
Marinette Marine Corporation (WI)
Manitowoc Foodservice Finance, Inc. (NV)
Manitowoc Foodservice Companies, Inc. (NV)
Diversified Refrigeration, Inc. (TN)
KMT Refrigeration, Inc. (WI)
Harford Duracool, LLC (WI)
KMT Sales Corp. (NV)
Manitowoc Beverage Systems, Inc. (NV)
Manitowoc Equipment Works, Inc. (NV)
Manitowoc FP, Inc. (NV)
Manitowoc Ice, Inc. (WI)
Manitowoc Beverage Equipment, Inc. (MO)
Servend Sales Corp. (NV)
Manitowoc Crane Companies, Inc. (NV)
North Central Crane & Excavator Sales Corp. (NV)
Manitowoc CP, Inc. (NV)
Manitowoc Cranes, Inc. (WI)
Manitowoc Cranes Finance, Inc. (NV)
National Crane Corp. (NV)
Grove Cranes, LLC (WI)
Manitowoc MEC, Inc. (NV)
Manitowoc Korea Co., Ltd. (Korea)
Manitowoc Potain Re-Manufacturing, Inc. (WI)
West-Manitowoc, Inc. (WI)
Femco Machine Company, Inc. (NV)
Manitowoc Boom Trucks, Inc. (TX) (sold 12/31/02)
Manitowoc (Bermuda) LTD. (Bermuda)
Manitowoc (Barbados) LTD. (Barbados)
Manitowoc (Barbados) S.r.l. (Barbados)
Manitowoc Europe Holdings LTD. (UK)
Manitowoc France, SAS (France)
Manitowoc Foodservice Europe, S.r.l. (Italy)
Fabbrica Apparecchiature per la Producione di Ghiaccia S.r.l. (Italy)
Manitowoc (Hangzhou) Refrigeration Co., LTD. (China)
Shanghai Manitowoc International Trading Co., LTD. (China)
Manitowoc International Sales Corp. (Barbados)
Grove Investors, Inc. (DE)
Grove Holdings, Inc. (DE)
Grove Worldwide, Inc. (DE)
Grove U.S. LLC (DE)
Crane Acquisition Corp. (DE)
Crane Holding Inc. (DE)
National Crane Corporation (DE)
Grove Worldwide Holdings German AG (Germany)
Grove Europe Limited (UK)
Grove Europe Pension Trustees Limited (UK)
Grove Cranes Limited (UK)
Deutsche Grove GMBH (Germany)
Grove Holdings France SAS (France)
Grove France SAS (France)
Delta Manlift SAS (France
Grove Australia Pty. Ltd. (Australia)
Grove Cranes, S.L. (Spain)
Potain SAS (France)
SCI les Sthenes du Plateau (France)
SCI les Aulnettes (France)
BPGR Sarl (France)
SAM Sologat Sarl (France)
Potain GmbH (Germany)
Potain Technik GmbH (Germany)
Cadillon GmbH (Germany)
Liftlux Potain GmbH (Germany)
Potain Polsak Sp (Poland)
Potain Hungaria Kft (Hungary)
Potain S.R.O. (Czech Republic)
Potain S.r.l. (Italy)
Potain Sud Europa S.r.l. (Italy)
Potain Industrie Srl (Italy)
Potain Portugal Equipamentos Para a construcao Ltd (Portugal)
Noe Pereira Filhos Ltd. (Portugal)
Potain Iberia Sl (Spain)
Potain Ltda (Brazil)
Manitowoc Potain Ltd (England)
Potain Ire Ltd (Ireland)
Potain Corp (Florida)
Manitowoc Potain Pty Ltd (Australia)
Potain, Inc. (Philippines)
Potain Pte Ltd (Singapore)
Potain Zhangjiagang Ltd (China)
Manitowoc Crane Group Asia Pte (Singapore)
Potain Vostok OOO (Russie)
Sambron Sa (France)
Sambron Spa (Italy)
Axiome de Re SA (Luxembourg)
Solum Grundstucks Vermeitungsgesellschaft mbH (Germany)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-88680-22) and S-8 (Nos. 333-11729, 333-11731, 333-99503 and 333-99513) of The Manitowoc Company Inc. of our report dated February 4, 2003, except as to Note 21 for which the date is February 14, 2003, relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 4, 2003, relating to the financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
March 31, 2003

EX-99.1 CHARTER

Exhibit 99.1

Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Sect. 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, Terry D. Growcock, Chairman and Chief Executive Officer of The Manitowoc Company, Inc. (the "Company"), hereby certify, based on my knowledge, that the Annual Report of the Company on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 31, 2003	/s/ Terry D. Growcock
	Terry D. Growcock
	Chairman and Chief Executive Officer

This certification accompanies this Report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-99.2 BYLAWS

Exhibit 99.2

Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Sect. 1350

Solely for the purposes of complying with 18 U.S.C. Section1350, I, Timothy M. Wood, Vice President and Chief Financial Officer of The Manitowoc Company, Inc. (the "Company"), hereby certify, based on my knowledge, that the Annual Report of the Company on Form 10-K for the year ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 31, 2003	/s/ Timothy M. Wood
	Timothy M. Wood
	Vice President and Chief Financial Officer

This certification accompanies this Report pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.