8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported): January 29, 2016

The Manitowoc Company, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-11978	39-0448110
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2400 South 44th Street, Manitowoc, Wisconsin 54221-0066

(Address of principal executive offices, including ZIP code)

(920) 684-4410

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

As previously disclosed, in January 2015, the board of directors of The Manitowoc Company, Inc. (the “Company”) approved the separation of the Company’s Crane Business and Foodservice Business into two independent publicly traded companies—the Company and Manitowoc Foodservice, Inc. (the “Spin-Off”).

In connection with certain financing transactions that the Company and Manitowoc Foodservice are evaluating in anticipation of the Spin-Off, we are hereby furnishing the following information:

• A description of the Crane Business, which is included as Exhibit 99.1 hereto.

• Pro forma financial statements of the Company, which are included as Exhibit 99.2 hereto.

• A description of the Foodservice Business, which is included as Exhibit 99.3 hereto.

• Pro forma financial statements of Manitowoc Foodservice, Inc. which are included as Exhibit 99.4 hereto.

The information in Exhibits 99.1, 99.2, 99.3 and 99.4 is furnished under this Item 7.01 and shall not be deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being filed herewith:

(99.1)	Description of the Crane Business.
(99.2)	Pro forma financial statements of The Manitowoc Company, Inc.
(99.3)	Description of the Foodservice Business.
(99.4)	Pro forma financial statements of Manitowoc Foodservice, Inc.

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SIGNATURES

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

	THE MANITOWOC COMPANY, INC.
Date: January 29, 2016	By:	/s/ Maurice D. Jones
		Maurice D. Jones
		Senior Vice President, General Counsel and Secretary

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THE MANITOWOC COMPANY, INC.

EXHIBIT INDEX

TO

FORM 8-K CURRENT REPORT

Dated as of January 29, 2016

Exhibit Number	Description
(99.1)	Description of the Crane Business.
(99.2)	Pro forma financial statements of The Manitowoc Company, Inc.
(99.3)	Description of the Foodservice Business.
(99.4)	Pro forma financial statements of Manitowoc Foodservice, Inc.

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EX-99.1

Exhibit 99.1

CRANE BUSINESS

This description includes information regarding the Crane Business of The Manitowoc Company, Inc., which is referred to as Manitowoc Cranes following the Spin-Off. Unless otherwise indicated or the context otherwise requires, the information included in this description assumes the completion of the Spin-Off. We can provide no assurance that the Spin-Off will be completed on the timetable currently contemplated or at all. Please refer to “Certain Terms” on page 14 of this exhibit for a glossary of defined terms used in this description.

Our Company

Manitowoc Cranes is one of the world’s leading providers of engineered lifting equipment for the global construction industry. We design, manufacture, market, and support one of the most comprehensive product lines of mobile telescopic cranes, tower cranes, lattice-boom crawler cranes, and boom trucks. Our products are principally marketed under the Manitowoc, Grove, Potain, National Crane, and Shuttlelift brand names. We serve a wide variety of customers, including dealers, rental companies, contractors, and government entities, across the petrochemical and industrial, commercial, power and utilities, infrastructure, and residential end markets. For the twelve-month period ended September 30, 2015, Manitowoc Cranes generated pro forma net sales of $1,986 million and pro forma Adjusted EBITDA of $107 million, representing a 5.4% pro forma Adjusted EBITDA margin. See Exhibit 99.2 to our Current Report on Form 8-K, filed January 29, 2016, to which this description is also an exhibit.

Additionally, our Manitowoc Crane Care offering leverages Manitowoc Cranes’ installed base of approximately 140,000 cranes to provide aftermarket parts and services to enable our customers to manage their fleets most effectively and improve their return on investment. Due to the ongoing and predictable maintenance needed by cranes, as well as the high cost of crane downtime, Crane Care provides us with an attractive stream of recurring revenue. Our Crane Care revenues were $226.3 million and $360.0 million for the nine-month period ended September 30, 2015 and the twelve-month period ended December 31, 2014, respectively.

Manitowoc Cranes has approximately 6,000 employees operating across 12 manufacturing sites in eight countries across four continents, as well as approximately 40 regional sales and support offices across 20 countries on five continents. Our strategic global footprint contributes to strong revenue diversity with approximately 50% of sales for the nine months ended September 30, 2015 generated in the Americas, 37% generated in Europe, the Middle East and Africa (“EMEA”), and 13% generated in Asia.

Our Products

We offer a wide variety of cranes and lifting solutions, primarily under the following five principal product categories:

• Mobile telescopic cranes have the ability to drive between sites, and some are permitted on public roadways. These cranes often have the versatility to lift materials and equipment on rough or uneven terrain, yet can maintain highway speeds when being transported between sites. We currently offer over 45 mobile telescopic cranes models.

• Tower cranes are utilized primarily in the energy, building and construction industries and offer the ability to lift and distribute material at the point of use more quickly and accurately than other types of lifting machinery without utilizing substantial square footage on the ground. We currently offer approximately 70 tower crane models.

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• Lattice-boom cranes have lifting capacities of up to 2,500 U.S. tons and 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. We currently offer eight low-capacity models and eleven high-capacity models.

• Boom trucks are hydraulically-powered telescopic cranes mounted on a conventional truck chassis. Telescopic boom trucks are used primarily for lifting materials on a job site and are mostly deployed by end users in the North American market. We currently offer 22 models of telescoping boom trucks.

• Parts and services are provided by Crane Care, our aftermarket products and services business. Crane Care delivers inspection, repair, replacement, and remanufacturing services 24 hours / day and 365 days / year to an installed base of over approximately 140,000 units globally. Crane Care allows us to provide support to customers throughout the product lifecycle. Crane Care accounted for approximately 18% of Manitowoc Cranes’ revenue for the nine months ended September 30, 2015.

The table below provides additional details on the wide variety of crane products and services we offer.

Product Category	Crane Type	Brands	End Markets	Approximate Capacity	Price Range
Mobile Telescopic Cranes	All-Terrain		Industrial, Commercial, and Construction	65 Tons – 550 Tons	$500k – $3.75mm
	Rough-Terrain		Commercial, Infrastructure, and Construction	30 Tons – 150 Tons	$300k – $1.3mm
	Truck mounted		Industrial, Commercial, and Construction	50 Tons – 110 Tons	$600k – $1.1mm
	Industrial		Industrial, Light Construction	8.5 Tons – 25 Tons	$100k – $350k
	Tele-crawlers		Industrial, Commercial, and Construction	50 Tons – 132 Tons	$650k – $1.3mm
Tower Cranes	Self-erecting Tower		Residential, Commercial	2.0 Tons – 8.8 Tons	$35k – $500k
	Top-slewing Tower		Infrastructure, Commercial, and Construction	2.5 Tons – 88.8 Tons	$70k – $10mm

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Lattice-boom Cranes	Lattice-boom Crawler		Energy, Heavy Construction, and Infrastructure	80 Tons – 2,535 Tons	$500k – $29mm
Boom Trucks	Boom Truck		Industrial, Commercial, and Construction	8 Tons – 60 Tons	$60k – $450k
Parts & Services	All		All Manitowoc brands	N/A	N/A

We currently have an installed base of approximately 140,000 cranes across the globe. Given the typical cranes replacement cycle of approximately 6-12 years across most cranes categories, we benefit from replacement demand, which partially reduces our reliance on growing our end markets and attracting new customers. The table below provides a breakdown of our installed base and typical fleet replacement cycle.

Manitowoc Cranes Installed Base

Category	Leading Brands	Active Installed Base (1)	Typical Replacement Cycle (2)
Mobile Telescopic Cranes		~55,000	7-9 years
Tower Cranes		~50,000 (3)	Self-erecting: 6-8 years Top-slewing: 10-12 years
Lattice-boom Cranes		~9,000	9-12 years
Boom Trucks		~27,000	7-9 years

(1) Reflects management approximation of the active installed base based on internally available data.

(2) Reflects management approximation of the average fleet replacement based on available data and feedback from the customers.

(3) Includes top-slewing and self-erecting tower cranes.

Our End Markets and Customers

We serve an extensive customer base across a diverse mix of geographies, end markets, sales channels and end-use customers. We sell our broad product mix, including all four of our key crane products, to our top customers. Our global footprint provides us with worldwide brand recognition and the ability to service customers locally, resulting in faster delivery and service. We serve multiple sales channels, including rental companies, contractors, equipment suppliers, dealers and government entities. Although the majority of our sales are through the dealer, rental and contractor channels, we have recently been awarded a $192 million contract to supply Grove all-terrain cranes to the U.S. Army. Under the multi-year deal, we will provide customized GMK4100B cranes to the military branch over the course of five years, with a two-year option at its completion that could bring the total to $258 million.

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Our diverse end markets across multiple industries reduce the volatility of demand for our products. Key end markets include:

• Industrial:    Factories around the globe rely on powerful, mobile and versatile cranes to facilitate plant maintenance procedures, as well as day-to-day material handling. Grove rough-terrain cranes, Shuttlelift and YardBoss industrial cranes, and National Crane boom trucks help factories worldwide meet this need.

• Petrochemical:    Emerging world markets continue to create greater demand for petrochemical energy sources. The plants needed to refine oil and gas require massive lifts during their construction and subsequent expansions. Manitowoc lattice-boom crawler cranes and Grove all-terrain, rough-terrain and truck-mounted cranes provide critical lifting solutions for these vital projects.

• Commercial: Our cranes are at work on some of the largest commercial construction projects in the world. From building corporate headquarters and high-rise office towers to the most modern sports stadiums, our products offer among the highest levels of productivity with industry-leading Potain tower cranes, Manitowoc lattice-boom crawler cranes, Grove all-terrain and rough-terrain cranes, and National Crane boom trucks.

• Power and Utilities:    An increasingly urban and modernized world needs a ready supply of energy to power its buildings and transportation infrastructure. Power plant construction and maintenance requires heavy-lifting cranes with the capacity to pick and carry loads weighing hundreds of tons. In recent years, wind farms around the world have relied on Manitowoc lattice-boom crawler cranes, Grove rough-terrain, all-terrain and telescopic cranes, and National Crane boom trucks.

• Infrastructure:    Creating the infrastructure that makes modern life possible is an ongoing endeavor. Roads and highways across continents, bridges that span the world’s waterways and airports and rail systems needed to move people and freight all involve construction projects of significant proportions. Potain tower cranes, Manitowoc lattice-boom crawler cranes, Grove all-terrain and rough-terrain cranes and National Crane boom trucks provide heavy lifting solutions for these projects.

• Residential:    Whether the project entails housing in suburban America, high-density mixed-use projects in urban areas, or high-rise apartments or condominiums around the world, versatile lifting solutions are available from Grove truck-mounted cranes, National Crane boom trucks and Potain city-range top-slewing and self-erecting tower cranes.

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The below charts provide the sales breakdown for our cranes products and service across geographies, end markets, sales channels and top customers.

Year-to-Date Q3 2015 Geographic Exposure (1)	Year-to-Date Q3 2015 End Market (2)

Year-to-Date Q3 2015 End Customers (2)	Year-to-Date Q3 2015 Sales Channel (3)

(1) Reflects year-to-date net sales by destination through September 30, 2015 for the Americas; Europe, Middle East and Asia (“EMEA”); and Asia Pacific (“APAC”).

(2) Represents year-to-date gross sales through September 30, 2015. Includes new equipment sales only.

(3) Represents year-to-date gross sales through September 30, 2015. Includes new equipment sales only. Government sales do not reflect our recent $192 million contract with the U.S. Army which will impact revenue over the next several years.

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Our Industry

The cranes industry is defined by high capital requirements and cyclical demand. We believe that we benefit from the following competitive advantages: strong brand names which create customer loyalty and facilitate strong resale values, a reputation for quality products, aftermarket support and solution services, an established network of global distributors and customer relationships, broad product line offerings in the markets we serve, and a commitment to engineering design and product innovation. These differentiating factors support the unique nature of our product offering and reduce the cyclicality of demand for our lifting solutions.

The cranes business is highly competitive, with many key industry players offering a variety of cranes products. We believe our well-trusted, high quality brands and products, the breadth of our product portfolio, and our track record of innovation set us apart. The following companies represent our primary competitors across our cranes product lines.

Product	Primary Competitors
Mobile Telescopic Cranes	Liebherr; Link-Belt; Terex; Tadano; XCMG; Kato; Locatelli; Broderson; Sany; and Zoomlion
Tower Cranes	Comansa; Terex Comedil/Peiner; Liebherr; FM Gru; Jaso; Raimondi; Viccario; Saez; Benezzato; Cattaneo; Zoomlion; Yongmao; and Wolffkran
Lattice-boom Cranes	Hitachi Sumitomo; Kobelco; Liebherr; Sumitomo/Link-Belt; Terex; XCMG; Zoomlion; and Sany
Boom Trucks	Terex; Manitex; Altec; Elliott; and Tadano

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We believe that we offer the industry’s most comprehensive suite of lifting solutions and that no peer offers as complete of an array of cranes as we do. The table below provides additional details on the breadth of our product offerings compared to some of our peers.

Category	Type	Manitowoc	Terex	Liebherr	Tadano	Link-Belt	SANY
Mobile Telescopic Cranes	All-Terrain	ü	ü	ü	ü	ü	ü
	Rough- Terrain	ü	ü	X	ü	ü	ü
	Truck Mounted	ü	ü	ü	ü	ü	ü
	Industrial	ü	x	x	x	x	x
	Tele- crawler	ü	x	ü	ü	ü	x
Tower Cranes	Self-erect Tower	ü	ü	ü	x	x	x
	Top- slewing Tower	ü	ü	ü	x	x	x
Lattice-boom Cranes	Lattice-crawler	ü	ü	ü	x	ü	ü
Boom Trucks	Boom Truck	ü	ü	x	ü	x	X

Source: Management estimates.

The cranes industry is exposed to certain end markets which exhibit cyclical characteristics. We generated record cranes sales in 2007 and 2008 as the broad construction industry peaked, followed by declining cranes sales in 2009 and 2010 as the industry slowed down in the context of the global financial crisis. We are currently near historical cyclical lows for our BRIM crane lines, while our AT/TM unit sales have fluctuated with the decline in oil prices, offset by the increase in commercial construction spending. Tower crane unit sales have remained largely flat over the past several years. Sales of crawlers are strongly driven by our innovative technology and are therefore less cyclical than other types of cranes sales. We expect to generate meaningful increases in our cranes volumes across product lines when the industry rebounds from what we believe to be its current cyclical trough. See the following charts and related notes for more information about our unit sales trends for each of these product categories and the types of cranes that are included in each category.

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Manitowoc Cranes Product Unit Volume Through the Cycle (1)
BRIM (2)	AT/TM (3)
Towers	Crawlers (4)

(1) 2015 volume levels represent management estimate for the full year 2015 trend.

(2) BRIM includes Boom Trucks, Rough-Terrain Cranes, Industrial Cranes and military applications. Rough-Terrain and Industrial Cranes are included in the Mobile Telescopic Cranes product category.

(3) AT/TM includes All-Terrain and Truck Mounted Cranes, which fall under the Mobile Telescopic Cranes product category.

(4) Includes Lattice-boom Cranes.

Our Competitive Strengths

Our competitive strengths derive from combining deep industry expertise and understanding of our customers’ needs with our innovative products and industry-leading product support through our global sales distribution and service network.

Industry-Leading Brands

Many of our key brands, including Manitowoc, Grove, National Crane and Potain, hold leading positions in each major crane category in their respective principal markets. Our brands are recognized for providing innovative high-performance products with excellent quality and reliability, greater lift performance, top-tier resale value, reduced transport costs, lower site preparation costs, excellent fuel efficiency, minimized depreciation, reduced maintenance costs, greater lifetime utilization and increased rental rates, combined with 24/7 aftermarket product support and flexible finance options. Together, we believe these benefits provide an industry-leading return on investment for our customers and support our industry-leading brand equity.

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Broad Product and Services Portfolio with Innovative Products

We offer among the broadest portfolio of lifting solutions with a legacy of continuing innovation that sets us apart in our industry. Our broad suite of products includes a wide range of lattice-boom cranes, which include crawler and truck mounted lattice-boom cranes, and crawler crane attachments; tower cranes, which include top-slewing, luffing jib, topless, and self-erecting tower cranes; mobile telescopic cranes, which include rough-terrain, all-terrain, truck-mounted and industrial cranes; and boom trucks, which include telescopic boom trucks. We believe we have the most extensive range of products for the markets in which we compete, and no competitor offers as wide a variety of products as we do. Our customers benefit from our ability to meet a wide variety of applications, which provides an advantage over our competitors who offer a more limited selection of products. The table below provides additional details on some of our recent innovations.

Category	Select Innovations
Cross Product	•  Product Verification Centers (PVCs)—only crane manufacturer with dedicated component testing facilities; ensures component reliability and improved return on investment •  Crane Control System (CCS)—monitors all crane movement in real time with standardized components across all product categories •  KZ-100 fiber hoist rope—80% lighter than wire and easy to handle; jointly developed with Samson
Mobile Telescopic Cranes	•  MEGADRIVE—smooth and optimized acceleration for slow speed maneuvers, improving surface traction and extending lifecycle of parts on all-terrain cranes •  MEGATRAK—independent suspension system technology on all-terrain cranes •  VIAB turbo clutch—eliminates fluid overheating and clutch burning; allows wear-free starting and braking on all-terrain cranes •  MEGAFORM boom design and TWINLOCK pinning system on mobile cranes
Tower Cranes	•  OPTIMA winch system that measures the load on the hook and enables the winch to lift or lower at the maximum allowable speed based on load size
Lattice-boom Cranes	•  Variable Position Counterweight (VPC)—automatically adjusts counterweight movement to boom angle and amount of weight lifted •  Fast Aligning Connection Technology (FACT)—automatically aligns crawler crane components for fast and easy assembly

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Leading Technical Capabilities and Engineering Innovation

Our team of engineers focuses on developing innovative, high performance and 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 changing end-user requirements, implement new technologies and effectively introduce product innovations. Our customers appreciate our unique commitment to testing and verifying the quality and performance of our products. At the Product Verification Centers, we simulate real operating conditions to give us insights into the anticipated performance of cranes on the job, which enables us to accelerate product development, reduce warranty claims and jobsite downtime. Close, carefully managed relationships with dealers, distributors and end users help us identify our customers’ needs, not only for products, but for the service and support that are critical to their profitable operations.

Stable Historical Backlog

Our stable backlog has provided us with visibility into revenue and allows us to improve our production and budgeting processes. Cranes backlog represents accepted orders that have been placed on a production schedule that we expect to be shipped and billed primarily within the next twelve months. We have been successful at generating significant backlog during all parts of the cycle, which allows us to reduce revenue volatility even during an industry downturn, as demonstrated by the below chart.

Historical Quarterly Cranes Backlog ($mm)

Our consistent backlog is further promoted by our average book-to-bill ratio of 1.0 over the past nineteen quarters.

Historical Book-to-Bill Ratio

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Comprehensive Aftermarket Solutions and Industry-Leading Customer Service

We support our products globally through an extensive aftermarket customer service network. Our Crane Care service network provides total lifecycle support, including replacement parts, product services and crane rebuilding and remanufacturing services, to our installed base of approximately 140,000 cranes. Crane Care is available 24 hours a day, 365 days a year, on six continents through our 30 logistics distribution centers. As many of our products serve in customer-critical applications, downtime can be extremely costly for our customers. Our responsiveness and the quality of our field service differentiate us from our competitors and serve as purchase decision drivers for our customers, as well as support strong resale values for our products. Our crane dealers and direct sales efforts are supported around the clock by a team of over 700 factory-trained field technicians, engineers and a staff of product support account representatives and locally-based country organizations in most of our major markets. We also provide our customers and dealers with advanced service, sales and operator training via six well-equipped training centers in the United States, China, Germany and France. Additionally, we offer several portable training units, as well as online training courses. We believe that the extent of our training is unparalleled within the lifting industry. Given our large installed base and the predictable maintenance cycle of cranes, these service offerings provide us with a significant recurring revenue stream.

Manufacturing Facilities and Support Located to Serve Our Global Customers

Manitowoc Cranes operates 12 manufacturing facilities in eight countries across four continents. Our global footprint enables us to provide localized products and services to service customers locally and offer timely delivery and product support, which differentiates us from many of our competitors. Our global presence also provides us with world-class scale in sourcing and manufacturing and garners us worldwide brand recognition.

Manitowoc Cranes provides customers with regional sales and support presence through approximately 40 regional sales and support offices across 20 countries on five continents. Our sales and distribution representation covers almost all countries globally, which is unrivaled in the industry.

Highly Experienced Management Team

Our senior management team has an average of 26 years of industry experience and exceptional product- and market-specific knowledge and expertise. We believe that their strong track record of managing our business through economic cycles positions us for success. Additionally, our senior management has continually emphasized building management breadth and depth through a management development training program and by recruiting talented managers. These initiatives have provided us with a deep pool of talent and have positioned us for continued industry leadership.

Our Business Strategy

We believe we can significantly improve the profitability of our business and are implementing several cost saving initiatives and operating strategies to drive increased margins while maintaining our high level of customer service and satisfaction. The key elements of our strategy are:

Drive Increased Profitability by Improving Our Agility

For the past two years we have been focused on the implementation of the Manitowoc Operating System (“MOS”). MOS is the standardized framework we use across the company to eliminate waste and improve efficiency. We have used MOS to establish value streams within our operating facilities to

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streamline the flow of information and balance our material flow to our takt rates, which enables us to build more cranes with fewer workers in a smaller footprint. As a result of this process, we believe we will optimize our manufacturing footprint and increase plant utilizations to a minimum rate of 75%. We estimate these actions will provide an incremental profitability benefit of approximately $95 million over the next five years.

We have also implemented strategic sourcing initiatives focused on reducing the number of suppliers in our current supply base and ensuring that suppliers’ component lead times do not exceed the number of days required to build a crane. We believe these actions will improve our agility in cyclical markets and reduce the overall capital required to run the business. As part of our strategic sourcing exercise, we will focus on increasing the standardization of components within and across our product lines. We aim to achieve a 75% standardization rate of our cranes components, representing 80% of value of the crane. We estimate that these actions will generate savings of approximately $80 million in the aggregate over the next five years.

We have also focused on operational initiatives aimed at long-term profit growth and improved customer service and satisfaction. We have started the implementation of an aggressive program to drive efficiency, including through: plant rationalizations, headcount reductions, procurement and simplification initiatives, improved manufacturing efficiency and improved cost absorption. We estimate that these actions will generate savings of approximately $35-45 million in the aggregate over the next three years, although there is no guarantee that these cost savings will be achieved.

Continuous Business System Driving Operational Improvements

Over the past twelve months, we have implemented our “continuous business system” which is focused on managing the day-to-day business and near term outlook. This system removes barriers and provides transparency between the sales forecast, actual market conditions and production build plans. Three month and six month incoming order rates are measured based on weekly order board updates. Production progress is updated daily for each manufacturing plant, providing immediate clarity on any potential risks and driving risk mitigation action plans. Utilizing these weekly and daily input drivers, the business is re-balanced each month utilizing the sales, inventory, operations and planning process (SIOP). This new business system has enabled us to reduce our raw materials inventory, work in progress and finished goods inventory by an aggregate of $103 million from November 2014 to November 2015.

Accelerate Organic Growth Through the Introduction of Innovative New Products

To remain a leader in the cranes industry and continue to grow our reputation as one of the most innovative companies in our industry, we are committed to leveraging our engineering expertise and intimate knowledge of our customers’ needs to innovate new lifting solutions. We have developed five year product line roadmaps for each of our brands focused on reducing the total number of crane models while improving the customer return on investment. Utilizing our integrated product development (“IPD”) process and IPD houses, our new products will have a higher level of both standardization and innovation. We believe these projects will keep us at the forefront of technology and innovation in each of our product lines, similar to the success of our new Variable Position Counterweight (VPC) crawler cranes, our innovative crane control system (“CCS”) technology used across all of our product lines, and our MEGATRAK suspension systems on our all-terrain cranes.

Environmental Responsibility and Sustainability

Implementation of the MOS in all of our facilities has reduced the amount of waste produced. We buy recycled paper and packing material where available, and we sell our scrap steel to recyclers. All of our

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crane models use engine systems that meet the exhaust emissions requirements as set forth in applicable regulations for their intended service within domestic and foreign jurisdictions, including the Environmental Protection Agency in the United States and Euromat in the European Union. The sound levels in and around our cranes meet decibel levels prescribed by global sound level regulations. Our commitment to our environmental responsibility and sustainability differentiates us from many of our peers.

“Build Something Real”—Developing Industry-Leading Talent and Careers

At Manitowoc Cranes we are committed to building talent from within our company, ensuring that our employees have the opportunity and resources to continuously perform and grow in their current roles and build their future careers. To support this commitment, Manitowoc Cranes has implemented human capital processes to engage and develop employees. These processes include performance management, development and career planning, talent assessment and succession planning, which provide us with the insight into our team members’ work history, education and skills, parameters for mobility and travel, career development activities, and long term career aspirations. We strive to make our company a great place to have a long-term career.

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CERTAIN TERMS

In this description, unless otherwise indicated or the context otherwise requires:

• The “Company,” “we,” “our” and “us” refer to The Manitowoc Company, Inc. and its consolidated subsidiaries.

• “Crane Business” means the businesses or operations of the Company other than the Foodservice Business (as defined herein).

• “Foodservice Business” means (1) the businesses and operations conducted by the Foodservice segment of the Company and its affiliates (including, for purposes of this definition, Manitowoc Foodservice and its affiliates) prior to the consummation of the Spin-Off, and (2) except as otherwise expressly provided in the Separation and Distribution Agreement (as defined herein), any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the Foodservice Business (as described in the foregoing clause (1)) as then conducted.

• “Manitowoc Cranes” refers to The Manitowoc Company, Inc. and its consolidated subsidiaries, after giving effect to the consummation of the Spin-Off.

• “Manitowoc Foodservice” refers to Manitowoc Foodservice, Inc. and its consolidated subsidiaries.

• The “Spin-Off” refers collectively to the series of transactions pursuant to which the Company will (a) separate the assets and liabilities of the Crane Business and the Foodservice Business, to the extent such separation has not already occurred; (b) contribute the Foodservice Business to Manitowoc Foodservice; and (c) distribute all of the shares of common stock of Manitowoc Foodservice to the Company’s shareholders.

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EX-99.2

Exhibit 99.2

MANITOWOC CRANES

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Our unaudited pro forma consolidated financial statements consist of an unaudited pro forma consolidated statement of income for the nine months ended September 30, 2015 and 2014 and for the year ended December 31, 2014 and an unaudited pro forma consolidated balance sheet as of September 30, 2015 derived from the consolidated financial statements filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2015 (together, the “Company SEC Reports”). The unaudited pro forma consolidated financial statements reported below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Consolidated Financial Data” and the audited and unaudited financial statements and corresponding notes and “Risk Factors” included or incorporated by reference in the Company SEC Reports. Please refer to “Certain Terms” on page 2 of this exhibit for a glossary of defined terms used in this exhibit.

The following unaudited pro forma consolidated financial statements are subject to assumptions and adjustments described in the accompanying notes and such assumptions and adjustments reflect the expected impact of events directly attributable to the Spin-Off and that are factually supportable and, for purposes of the statement of operations, are expected to have a continuing impact on us. Our management believes these assumptions and adjustments are reasonable under the circumstances and given the information available at this time. However, these adjustments are subject to change as Manitowoc Foodservice and we finalize the terms of the Spin-Off, including the Separation and Distribution Agreement and related transaction agreements. The unaudited pro forma consolidated financial statements are for illustrative purposes only and do not purport to represent what our financial position and results of operations actually would have been had the Spin-Off occurred on the dates indicated, or to project our financial performance for any future period following the Spin-Off.

The unaudited pro forma consolidated statements of earnings for the nine months ended September 30, 2015 and 2014 and the year ended December 31, 2014 give effect to the Spin-Off as if it had occurred on January 1, 2014, the first day of fiscal 2014. The unaudited pro forma consolidated balance sheet as of September 30, 2015, gives effect to the Spin-Off as if it had occurred on that date. The unaudited pro forma consolidated financial statements include adjustments to reflect the following:

• transfer of pension, post-retirement and deferred compensation plans we sponsor to Manitowoc Foodservice;

• retirement of MTW corporate-held debt and related debt breakage costs;

• our anticipated new capital structure, including debt anticipated to be incurred under a new asset-based revolving credit facility and certain other indebtedness we expect to incur in connection with the Spin-Off, as described in Note 9, below;

• the Internal Reorganization, including the $1,388.0 million cash dividend from Manitowoc Foodservice to us;

• the resulting elimination of our net investment in Manitowoc Foodservice; and

• the Distribution.

1

CERTAIN TERMS

In this exhibit, unless otherwise indicated or the context otherwise requires:

• The “Company,” “we,” “our” and “us” refer to The Manitowoc Company, Inc. and its consolidated subsidiaries.

• “Crane Business” means the businesses or operations of the Company other than the Foodservice Business (as defined herein).

• The “Distribution” refers to the distribution of Manitowoc Foodservice (as defined herein) common stock on a pro rata basis to the holders of the Company’s common stock.

• “Foodservice Business” means (1) the businesses and operations conducted by the Foodservice segment of the Company and its affiliates (including, for purposes of this definition, Manitowoc Foodservice and its affiliates) prior to the consummation of the Spin-Off, and (2) except as otherwise expressly provided in the Separation and Distribution Agreement (as defined herein), any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the Foodservice Business (as described in the foregoing clause (1)) as then conducted.

• The “Form 10” refers to the Registration Statement on Form 10, as amended, filed by Manitowoc Foodservice with the U.S. Securities and Exchange Commission.

• The “Internal Reorganization” refers to the series of internal transactions pursuant to which the Company will separate the assets and liabilities of the Crane Business and the Foodservice Business, to the extent such separation has not already occured.

• “Manitowoc Cranes” refers to The Manitowoc Company, Inc. and its consolidated subsidiaries, after giving effect to the consummation of the Spin-Off.

• “Manitowoc Foodservice” refers to Manitowoc Foodservice, Inc. and its consolidated subsidiaries.

• “MTW” refers to The Manitowoc Company, Inc. and not to any of its subsidiaries or affiliates.

• The “Spin-Off” refers collectively to (a) the Internal Reorganization, (b) the Company’s contribution of the Foodservice Business to Manitowoc Foodservice and (c) the Distribution.

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MANITOWOC CRANES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(in millions)	Historical(1)			Disposition of Foodservice(2)			Pro Forma Adjustments			Pro Forma
Operations
Net sales	$	2,501.0		$	(1,178.4	)	$	—		$	1,322.6
Costs and expenses:
Cost of sales		1,890.3			(809.6	)		—			1,080.7
Engineering, selling and administrative expenses		447.7			(209.0	)		—			238.7
Amortization expense		25.8			(23.6	)		—			2.2
Restructuring expense		1.6			(1.3	)		—			0.3
Separation expense		19.8			(1.1	)		(18.7	)(4)		—
Other expense (income)		0.5			(0.4	)		—			0.1
Total costs and expenses		2,385.7			(1,045.0	)		(18.7	)		1,322.0
Operating earnings from continuing operations		115.3			(133.4	)		18.7			0.6
Other (expenses) income:
Interest expense on long-term debt and capital leases		(72.3	)		1.0			43.9	(5)		(27.4	)
Amortization of deferred financing fees		(3.2	)		—			2.6	(6)		(0.6	)
Other income—net		4.4			(1.9	)		—			2.5
Total other income		(71.1	)		(0.9	)		46.5			(25.5	)
Earnings from continuing operations before taxes on earnings		44.2			(134.3	)		65.2			(24.9	)
Provision for (benefit from) taxes on earnings		24.6			(42.1	)		9.1	(11)		(8.4	)
Earnings from continuing operations		19.6			(92.2	)		56.1			(16.5	)
Discontinued operations:
Loss from discontinued operations, net of income taxes		0.1			(0.3	)		—			(0.2	)
Net earnings	$	19.7		$	(92.5	)	$	56.1		$	(16.7	)
Less: Net earnings (loss) attributable to noncontrolling interest, net of tax		—			—			—			—
Net earnings attributable to the Company	$	19.7		$	(92.5	)	$	56.1		$	(16.7	)

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

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MANITOWOC CRANES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

(in millions)	Historical(1)			Disposition of Foodservice(2)			Pro Forma Adjustments			Pro Forma
Operations
Net sales	$	2,849.1		$	(1,207.1	)	$	—		$	1,642.0
Costs and expenses:
Cost of sales		2,108.7			(811.7	)		—			1,297.0
Engineering, selling and administrative expenses		478.9			(215.8	)		—			263.1
Amortization expense		26.4			(23.9	)		—			2.5
Restructuring expense		4.7			(2.2	)		—			2.5
Separation expense		—			—			—			—
Other expense (income)		0.1			—			—			0.1
Total costs and expenses		2,618.8			(1,053.6	)		—			1,565.2
Operating earnings from continuing operations		230.3			(153.5	)		—			76.8
Other (expenses) income:
Interest expense on long-term debt and capital leases		(69.1	)		0.9			39.1	(5)		(29.1	)
Amortization of deferred financing fees		(3.3	)		—			2.8	(6)		(0.5	)
Loss on debt extinguishment		(25.3	)		—			25.3	(7)		—
Other income—net		(1.6	)		1.5			—			(0.1	)
Total other income		(99.3	)		2.4			67.2			(29.7	)
Earnings from continuing operations before taxes on earnings		131.0			(151.1	)		67.2			47.1
Provision for (benefit from) taxes on earnings		3.7			(16.1	)		23.6	(11)		11.2
Earnings from continuing operations		127.3			(135.0	)		43.6			35.9
Discontinued operations:
Loss from discontinued operations, net of income taxes		(1.5	)		0.4			—			(1.1	)
Loss on sale of discontinued operations, net of income taxes		(11.0	)		1.1			—			(9.9	)
Net earnings	$	114.8		$	(133.5	)	$	43.6		$	24.9
Less: Net earnings (loss) attributable to noncontrolling interest, net of tax		3.9			—			—			3.9
Net earnings attributable to the Company	$	110.9		$	(133.5	)	$	43.6		$	21.0

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

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MANITOWOC CRANES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

(in millions)	Historical(1)			Disposition of Foodservice(2)			Pro Forma Adjustments			Pro Forma
Operations
Net sales	$	3,886.5		$	(1,581.3	)	$	—		$	2,305.2
Costs and expenses:
Cost of sales		2,900.4			(1,073.3	)		—			1,827.1
Engineering, selling and administrative expenses		641.6			(283.0	)		—			358.6
Amortization expense		35.1			(31.8	)		—			3.3
Asset impairment expense		1.1			(1.1	)		—			—
Restructuring expense		9.0			(2.6	)		—			6.4
Other expense		0.5			(0.4	)		—			0.1
Total costs and expenses		3,587.7			(1,392.2	)		—			2,195.5
Operating earnings from continuing operations		298.8			(189.1	)		—			109.7
Other (expenses) income:
Interest expense on long-term debt and capital leases		(94.0	)		1.3			53.8	(5)		(38.9	)
Amortization of deferred financing fees		(4.4	)		—			3.6	(6)		(0.8	)
Loss on debt extinguishment		(25.5	)		—			25.5	(7)		—
Other expense—net		(5.5	)		0.6			—			(4.9	)
Total other income		(129.4	)		1.9			82.9			(44.6	)
Earnings from continuing operations before taxes on earnings		169.4			(187.2	)		82.9			65.1
Provision for (benefit from) taxes on earnings		8.6			(25.9	)		30.4	(11)		13.1
Earnings from continuing operations		160.8			(161.3	)		52.5			52.0
Discontinued operations:
Loss from discontinued operations, net of income taxes		(1.4	)		0.4			—			(1.0	)
Loss on sale of discontinued operations, net of income taxes		(11.0	)		1.1			—			(9.9	)
Net earnings	$	148.4		$	(159.8	)	$	52.5		$	41.1
Less: Net earnings (loss) attributable to noncontrolling interest, net of tax		3.9			—			—			3.9
Net earnings attributable to the Company	$	144.5		$	(159.8	)	$	52.5		$	37.2

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

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MANITOWOC CRANES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(in millions)	Historical(1)			Disposition of Foodservice(3)			Pro Forma Adjustments			Pro Forma
Assets
Current Assets:
Cash and cash equivalents	$	75.2		$	(47.3	)	$	(22.8	)(9)(10)	$	5.1
Restricted cash		20.1			(0.6	)		—			19.5
Accounts receivable, less allowances of $19.0		259.0			(97.3	)		—			161.7
Inventories—net		717.9			(159.1	)		—			558.8
Deferred income taxes		67.4			(23.7	)		(0.1	)(8)		43.6
Other current assets		129.5			(11.7	)		—			117.8
Current assets held for sale		8.1			(8.1	)		—			—
Total current assets		1,277.2			(347.8	)		(22.9	)		906.5
Property, plant and equipment—net		551.8			(127.0	)		—			424.8
Goodwill		1,155.5			(844.6	)		—			310.9
Other intangible assets—net		646.3			(524.6	)		—			121.7
Other non-current assets		109.8			(16.7	)		(19.1	)(9)(12)		74.0
Long-term assets held for sale		64.2			(64.0	)		—			0.2
Total assets	$	3,804.8		$	(1,924.7	)	$	(42.0	)	$	1,838.1
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	720.7		$	(277.6	)	$	(45.4	)(9)	$	397.7
Short-term borrowings		63.2			(0.4	)		(55.3	)(9)		7.5
Product warranties		72.8			(34.2	)		—			38.6
Customer advances		27.3			—			—			27.3
Product liabilities		26.8			—			—			26.8
Current liabilities held for sale		20.2			(20.2	)		—			—
Total current liabilities		931.0			(332.4	)		(100.7	)		497.9
Non-current Liabilities:
Long-term debt and capital leases		1,575.3			(2.5	)		(1,209.7	)(9)		363.1
Deferred income taxes		180.8			(217.1	)		13.8	(8)		(22.5	)
Pension obligations		137.6			(37.8	)		(17.4	)(8)		82.4
Postretirement health and other benefit obligations		50.5			—			—			50.5
Long-term deferred revenue		35.7			—			—			35.7
Other non-current liabilities		103.3			(18.8	)		(5.9	)(12)		78.6
Long-term liabilities held for sale		0.7			(0.7	)		—			—
Total non-current liabilities		2,083.9			(276.9	)		(1,219.2	)		587.8
Total Equity:
Common stock		1.4			—			—			1.4
Additional paid-in capital		552.6			—			—			552.6
Accumulated other comprehensive loss		(199.1	)		40.5			9.9	(8)		(148.7	)
Retained earnings		506.6			(1,355.9	)		1,268.0	(8)(10)		418.7
Treasury stock, at cost		(71.6	)		—			—			(71.6	)
Total equity		789.9			(1,315.4	)		1,277.9			752.4
Total liabilities and equity	$	3,804.8		$	(1,924.7	)	$	(42.0	)	$	1,838.1

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

6

MANITOWOC CRANES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1.      Historical Financial Statements

The historical column reflects the Company’s historical GAAP financial statements and does not reflect any adjustments related to the Distribution.

2.      Separation of Manitowoc Foodservice—Income Statement

The disposition of Manitowoc Foodservice column on the Unaudited Pro Forma Consolidated Statements of Operations reflects the revenues and expenses directly associated with the results of operations of Manitowoc Foodservice and was derived from the annual and interim combined GAAP financial statements included in the Form 10, adjusted to exclude previously allocated corporate overhead costs and interest income from intercompany notes that are directly related to the separation of Manitowoc Foodservice from the Company. The adjustments reflect the removal of engineering, selling and administrative costs that are not specifically identifiable to Manitowoc Foodservice of $14.3 million, $13.7 million and $16.6 million and the corresponding impact to the provision for taxes on earnings of $5.3 million, $4.9 million and $6.2 million for the nine months ended September 30, 2015 and 2014 and the fiscal year ended December 31, 2014, respectively. The adjustments also reflect the removal of interest income on intercompany notes of $13.5 million, $12.1 million and $16.6 million and the corresponding impact to the provision for taxes on earnings of $5.0 million, $4.4 million and $6.2 million for the nine months ended September 30, 2015 and 2014 and the fiscal year ended December 31, 2014, respectively.

3.      Separation of Manitowoc Foodservice—Balance Sheet

The disposition of Manitowoc Foodservice column on the Unaudited Pro Forma Consolidated Balance Sheet reflects the assets and liabilities of Manitowoc Foodservice and was derived from the unaudited combined GAAP balance sheet of Manitowoc Foodservice as of September 30, 2015 included in the Form 10, adjusted by $1.4 billion for the settlement of the net parent company investment to give effect to the Distribution.

4.     Separation Expense

The adjustment to separation expense is to exclude separation costs that are directly related to the separation of Manitowoc Foodservice from the Company. Separation costs were $18.7 million for the nine months ended September 30, 2015.

5.      Interest Expense on Long Term Debt

The pro forma adjustments on the Unaudited Pro Forma Consolidated Statements of Operations reflects net interest adjustments of $43.9 million, $39.1 million, and $53.8 million for the nine months ended September 30, 2015 and 2014 and the fiscal year ended December 31, 2014, respectively, that would not have been incurred had these transactions occurred at the beginning of the first period presented. The pro forma adjustments were computed by reversing interest expense associated with debt that is being retired of $68.2 million, $63.4 million and $86.2 million for the nine months ended September 30, 2015 and 2014 and the year ended December 31, 2014, respectively. Additional interest expense of $24.3 million, $24.3 million and $32.4 million was added based on the new debt

7

position of $335.0 million and the weighted average interest rate of 9.7% effective upon the Spin-Off for the nine months ended September 30, 2015 and 2014 and the fiscal year ended December 31, 2014, respectively. A 0.25% increase or decrease in the blended weighted average interest expense attributable to our long term debt that is expected to be outstanding after giving pro forma effect to the Spin-Off transactions would cause our interest expense to change by approximately $0.9 million.

6.      Amortization of Deferred Financing Fees

These adjustments reflect pro forma adjustments for the amortization of deferred financing fees of $2.6 million, $2.8 million, and $3.6 million for the nine months ended September 30, 2015 and 2014 and the year ended December 31, 2014, respectively, that would not have been incurred on the debt issuance if the Spin-Off had occurred at the beginning of the period presented. Amortization of deferred financing fees is reflective of the straight-line amortization of total debt issuance costs over the terms of the underlying debt instruments, which range between 5 and 8 years.

7.      Loss on Debt Extinguishment

The adjustments to loss on debt extinguishment is to reflect the removal of prepayment penalties of $25.3 million and $25.5 million for the nine months ended September 30, 2014 and the year ended December 31, 2014, respectively, that would not have been incurred on the debt prepayment if the Spin-Off had occurred at the beginning of the period presented.

8.      Defined Benefit Plan Assets and Obligations

Certain employees participate in defined benefit pension plans we sponsor. Upon the Spin-Off, Manitowoc Foodservice will assume these obligations and provide the benefits directly. We will transfer to Manitowoc Foodservice the plan liabilities in the amount of $52.7 million and assets in the amount of $35.3 million associated with participant employees of Manitowoc Foodservice resulting in a net impact to pension obligations of $17.4 million. The unrecognized actuarial loss on these plans is $9.9 million. These pro forma adjustments will result in deferred income taxes of $6.4 million. The remaining net impact is reflected within retained earnings. The actual assumed net benefit plan obligations could change significantly from our estimates included in these pro forma adjustments.

9.      New Debt Financing

In connection with the Spin-Off, we expect to enter into certain transactions in the amount of $335.0 million, comprised of $250.0 million of senior secured second lien notes due 2024 and an $85.0 million draw on a new asset-based revolving credit facility (on a pro forma basis as of September 30, 2015), to establish the debt structure of Manitowoc Foodservice and Manitowoc Cranes. The net proceeds are expected to be used to:

(i) repay all of our outstanding 8.500% senior notes due 2020 and all of our outstanding 5.875% senior notes due 2022 and all amounts outstanding under our existing revolving credit facility and existing term loan facilities, which indebtedness totaled $1,600.0 million as of September 30, 2015, comprised of $1,544.7 million of long-term debt and $55.3 million of the current portion of long-term debt; and

(ii) pay fees and expenses associated with debt retirement and the new debt financing transactions. We expect these fees and expenses to be comprised of the following:

a. $5.1 million of debt issuance costs associated with the new debt financing that will be capitalized as an other non-current asset;

b. $18.3 million of accelerated amortization of deferred financing fees associated with the historical debt; and

8

c. $64.5 million of separation costs, which are reflected as a reduction to cash of $64.5 million, offset by a reduction of $14.8 million in accounts payable and $49.7 million in retained earnings.

The negative cash impact of $22.8 million associated with the new debt financing is comprised of:

(i) $1,388.0 million cash dividend from Manitowoc Foodservice to Manitowoc Cranes; and

(ii) $329.9 million related to proceeds from the new debt;

offset by:

a. $1,588.0 million of cash outflow due to retirement of old debt;

b. $30.6 million payment of accrued interest related to the debt that is being retired;

c. $64.5 million of separation costs; and

d. $57.6 million related to debt breakage fees.

10.     Total Retained Earnings

The pro forma adjustment to retained earnings is comprised of the following:

(i) $1,388.0 million cash dividend from Manitowoc Foodservice to Manitowoc Cranes;

(ii) $1.0 million impact to net parent company investment from Manitowoc Foodservice-sponsored pension plans; and

(iii) $12.0 million related to the accelerated amortization of the premium on the Company’s long-term debt that is being retired;

offset by:

a. $57.6 million cash portion of debt breakage fees;

b. $18.3 million of deferred financing fees associated with the debt that is being retired;

c. $49.7 million of separation costs; and

d. $7.4 million adjustment to deferred income tax resulting from the accelerated amortization of deferred financing fees from the old debt.

11.     Provision for Taxes on Earnings

This adjustment represents an increase in the income tax provision associated with the tax effects of the pro forma adjustments described above at the applicable statutory income tax rates.

12.     Deferred Compensation Plan Assets and Obligations

Certain highly compensated and key management employees and directors participate in deferred compensation plans we sponsor. Upon the Spin-Off, Manitowoc Foodservice will assume these obligations and provide the benefits directly. The Company will transfer to Manitowoc Foodservice the plan liabilities in the amount of $5.9 million and assets in the amount of $5.9 million associated with participant employees of Manitowoc Foodservice.

9

EX-99.3

Exhibit 99.3

FOODSERVICE BUSINESS

This description includes information regarding the Foodservice Business of The Manitowoc Company, Inc., which will be operated by Manitowoc Foodservice, Inc. following the Spin-Off. Unless otherwise indicated or the context otherwise requires, the information included in this description assumes the completion of the Spin-Off. We can provide no assurance that the Spin-Off will be completed on the timetable currently contemplated or at all. Please refer to “Certain Terms” on page 14 of this exhibit for a glossary of defined terms used in this description.

Our Company

MFS is one of the world’s leading commercial foodservice equipment companies. We design, manufacture and service an integrated portfolio of hot and cold category products and have one of the industry’s broadest portfolios of products. We are recognized by our customers and channel partners for the quality, reliability, and durability of our products, as well as our track record of innovation. Our capabilities span cooking, holding, food-preparation, beverage-dispensing technologies, ice-making, and refrigeration, which allow us to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home. We supply foodservice equipment to commercial and institutional foodservice operators such as full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions. For the twelve-month period ended September 30, 2015, we generated pro forma revenue of $1,553 million and pro forma Adjusted EBITDA of $222 million, representing a 14.3% pro forma Adjusted EBITDA margin. See Exhibit 99.4 to Manitowoc ParentCo’s Current Report on Form 8-K, filed on January 29, 2016, to which this description is also an exhibit.

We sell in more than 100 countries globally, across the Americas, Europe and the Middle East, and Asia. Our products, services and solutions are marketed through a worldwide network of over three thousand dealers and distributors under 23 well-established and recognized brands: Cleveland, Convotherm, Dean, Delfield, Fabristeel, Frymaster, Garland, Inducs, Kolpak, Koolaire, Lincoln, Manitowoc Beverage Systems, Manitowoc Ice, Manitowoc KitchenCare, Merco, Merrychef, Moorwood Vulcan, Multiplex, RDI Systems, Servend, TRUpour, U.S. Range, and Welbilt. All of our products are supported by KitchenCare, our aftermarket repair and parts service business.

Our scale and expertise enable us to serve a global customer base in continually evolving foodservice markets. We differentiate ourselves by uniquely integrating food, equipment, digital technologies, and people to increase efficiency throughout the food preparation cycle, and create winning customer and consumer experiences. Our customers and channel partners trust us and our food-inspiring technologies to serve their diverse needs on a global basis.

As of September 30, 2015, we had approximately 5,500 employees operating in more than 42 locations in 12 countries. Our global footprint contributes to strong revenue diversity with approximately 75% of 2015 sales through September 30 generated in the Americas, 15% generated in Europe, the Middle East and Africa, and the remaining 10% generated in Asia.

1

Our Products

We offer a wide variety of foodservice equipment solutions, under the following six principal categories:

	% of Reve- nue		Product Type		Description	Illustrative Products
Cold Products			Beverage Dispensers & Related Products	n	We produce beverage dispensers, blended ice machines, ice/beverage dispensers, beer coolers, post-mix dispensing valves, backroom equipment and support system components and related equipment for use by quick-service restaurant chains, convenience stores, bottling operations, movie theaters, and the soft-drink industry. Our beverage and related products are sold under the Servend, Multiplex, TRUpour, and Manitowoc Beverage Systems brand names.
		~50%	Ice Machines, Flakers, & Storage	n	We design, manufacture and sell ice machines under the Manitowoc and Koolaire brand names. Our ice machines make ice in cube, nugget and flake form. The ice-cube machines are available either as self-contained units, which make and store ice, or as modular units, which make ice, but do not store it.
			Refrigerator & Freezer Equipment	n	We design, manufacture and sell commercial upright and undercounter refrigerators and freezers, blast freezers, blast chillers and cook-chill systems under the Delfield brand name. We manufacture modular and fully assembled walk-in refrigerators, coolers and freezers, and prefabricated cooler and freezer panels for use in the construction of refrigerated storage rooms and environmental systems under the Kolpak brand name. We also design and manufacture customized refrigeration systems under the RDI Systems brand name.

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	% of Reve- nue	Product Type		Description	Illustrative Products
Hot Products	~35%	Primary Cooking Equipment	n	We design, manufacture and sell a broad array of ranges, griddles, grills, combi ovens, convection ovens, conveyor ovens, induction cookers, broilers, tilt fry pans/kettles/skillets, braising pans, cheese melters/salamanders, cook stations, table top and countertop cooking/frying systems, fryers, steam jacketed kettles, and steamers. We sell traditional ovens, combi ovens, convection ovens, conveyor ovens, rapid-cooking ovens, range and grill products under the Convotherm, Garland, Lincoln, Merrychef, U.S. Range, and other brand names. Fryers and frying systems are marketed under the Frymaster and Dean brand names, while steam equipment is manufactured and sold under the Cleveland brand.
		Serving, Warming, & Storage Equipment	n	We design, manufacture, and sell a range of cafeteria and buffet equipment stations, bins, boxes, warming cabinets, warmers, display and deli cases, and insulated and refrigerated salad and food bars. Our equipment stations, cases, food bars and food serving lines are marketed under the Delfield, Fabristeel, Frymaster, Merco and other brand names.
Services	~15%	Aftermarket parts and service solutions	n	We provide parts and aftermarket service as well as a wide variety of solutions under the KitchenCare brand name. Through our KitchenCare service, we manage a comprehensive factory-authorized service network, assuring proper installation, preventative maintenance, spare parts supply and maximum customer uptime on all MFS appliances.

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Our End Markets and Customers

We serve an end-customer base representing a wide variety of foodservice providers, including large multinational and regional chain restaurants; convenience stores and retail stores; chain and independent casual and family dining restaurants; independent restaurants and caterers; lodging, resort, leisure and convention facilities; healthcare facilities; schools and universities; large business and industrial customers; and many other foodservice outlets. We serve some of the largest and most widely recognized multinational and regional businesses in the foodservice and hospitality industries. The following table presents a selection of our customers.

Select top MFS customers

The following tables provide information about our top 5 end customers and top 5 dealer customers, including details on revenue contribution and length of relationship.

Top 5 end customers

Customer	% of FY 2014 Revenue			# of Years
End Customer 1		10.0	%		52
End Customer 2		4.9	%		25
End Customer 3		3.9	%		55
End Customer 4		2.2	%		33
End Customer 5		1.3	%		48

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Top 5 dealer customers

Customer	% of FY 2014 Revenue			# of Years
Dealer Customer 1		5.1	%		27
Dealer Customer 2		5.1	%		6
Dealer Customer 3		4.7	%		26
Dealer Customer 4		3.9	%		6
Dealer Customer 5		2.9	%		55

Additionally, we have a strong base of mid-sized customers and continuously focus on expanding it further. According to Euromonitor International, many mid-size chains exhibited growth above 20% in 2014, particularly in the Asia and Latin America regions, reflecting the increasing power of local players and strong demand for chained versions of local favorites. Driven by a clear pattern of investment in locally-owned chains and concepts featuring local cuisine, we believe that growth in this foodservice segment is expected to continue over the long term.

We enjoy longstanding relationships with our customers, including an average of 40-year relationships with our top five end-user customers. These long-standing relationships are predicated on the superior quality product that we have consistently delivered to our customers. We strive to meet our customer needs for product differentiation, productivity, and safety, which in turn drives the need for constant innovation.

We typically do not have long-term contracts with our customers; however, large chains frequently authorize specific foodservice equipment manufacturers as approved vendors for particular products, and thereafter, sales are made locally or regionally to end customers via kitchen equipment suppliers, dealers or distributors. Many large quick-service restaurant chains refurbish or open a large number of outlets, or implement menu changes requiring investment in new equipment, over a short period of time. When this occurs, these customers often choose a small number of manufacturers whose approved products may or must be purchased by restaurant operators. We work closely with our customers to develop the products they need and to become approved vendors for these products.

We sell our products to a diverse range of end-use markets, with restaurants constituting our largest end-use market. Trends in urbanization and globalization have resulted in more food consumed outside the home, resulting in increased restaurant demand for foodservice equipment. Additionally, increases in disposable income, employment, investment in new establishments, and a desire for increased convenience will drive demand for foodservice equipment over the next several years. We expect that we will benefit from these trends, as foodservice providers will need modern and efficient equipment to fulfill their needs in the kitchen and successfully compete against other industry participants.

We sell our products through a worldwide network of over 3,000 dealers and distributors in over 100 countries. We believe our network is differentiated from competitors in that we serve as a single source for a broad portfolio of leading brands and product categories. This allows us to provide one face to our customers for multiple brands with relevant culinary and ingredients expertise and appropriate key account management for our larger global chain customers. We support our sales efforts with a variety of marketing efforts including trade-specific advertising, cooperative distributor merchandising, digital marketing, and marketing at a variety of industry trade shows.

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The charts below provide our sales breakdown across diverse geographies, end markets, sales channels and top customers.

Year-to-Date Q3 2015 Geographic Exposure (1)	2015 Estimated End Markets (2)	Year-to-Date Q3 2015 Customer Channel Mix (3)

(1) Reflects year-to-date net sales by destination for the nine months ended September 30, 2015.

(2) Source: National Restaurant Association. Pie chart details 2015 estimated U.S. foodservice industry sales by end market.

(3) Reflects year-to-date gross sales for the nine months ended September 30, 2015. Includes all third party product sales.

Our Industry

We operate in the foodservice equipment industry, which is part of the greater foodservice industry. Global foodservice sales, which account for the value of all food prepared away from home, is the most important driver of our industry. The global foodservice industry was estimated at approximately $2.7 trillion in 2014 according to Euromonitor International, and is expected to grow by approximately $800 billion during the 2014 – 2018 period. According to Euromonitor International, the U.S. foodservice market accounted for approximately 19%, or $506 billion, of the total global foodservice market in 2014. With foodservice equipment sales estimated to represent approximately 1% of total foodservice sales, or $27 billion, there is significant potential for growth in demand for equipment over the next several years.

Primary end markets for foodservice equipment include restaurants, travel and leisure, retail, education, business and industry, and healthcare. Demand in the restaurant segment, our largest end market within the U.S. foodservice industry, is driven by consumer disposable income, employment, investment in new establishments, and the underlying trend for increased convenience. We believe that these trends will continue to support further industry growth over the next several years.

According to Technomic, a foodservice consulting/research firm based in Chicago, 2015 U.S. foodservice sales came in stronger than expected with real growth of 2.3%, the highest rate since 2007. Furthermore, the National Restaurant Association’s Restaurant Performance Index has shown positive growth every month since the last time it went barely negative in February 2013, resulting in 35 consecutive months of growth. Technomic expects this growth to continue in the near-term, with an industry-wide sales growth forecast for 2016 of 4.9% on a nominal basis, or 2.5% real sales growth. Technomic also expects long term industry growth, with a nominal compound annual growth rate (“CAGR”) of approximately 2% during the 2015-2020 period, with some foodservice industry sectors, such as healthcare or fast casual dining, expected to grow at a nominal CAGR of 4-6% during the same time period. Additionally, as a more health conscious public is forsaking convenience foods for

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fresh, natural alternatives and is focusing on how its food is made, sourced, handled, and prepared, demand for foodservice equipment is expected to rise as foodservice providers adapt to evolving tastes and demands.

On a global level, the demand for affordable dining is expected to continue to increase. Consumers in every market are expected to continue gravitating towards more informal options, a trend seen among both high income consumers looking to save during a slow economic recovery, and lower income consumers new to foodservice looking for accessible entry points. For foodservice equipment operators in emerging markets, this offers enormous room for innovation, particularly in terms of format, as consumers new to eating out look to experiment with a variety of brands and experiences.

Within the restaurant industry, growing trends towards enhancing food safety and waste reduction are expected to drive demand for foodservice equipment. According to the World Health Organization, as populations worldwide become increasingly urbanized and globalized, people are more often eating outside of the home and the global food chain is becoming increasingly complex. Food providers have an ever greater responsibility to ensure food safety for consumers. High quality foodservice equipment can help these providers meet this challenge. Additionally, restaurants are striving to reduce waste and promote sustainability. According to the Food and Agriculture Organization of the United Nations (“FAO”), approximately one third of all food produced globally gets either lost or wasted each year. Modern and efficient foodservice equipment can promote energy efficiency in the kitchen, prevent premature spoilage, and reduce waste.

Overall, we believe that continued growth in demand for foodservice equipment will result from the development of new-restaurant concepts in the U.S., the expansion of U.S. and foreign chains into international markets, the replacement and upgrade of existing equipment and new equipment requirements resulting from menu changes. We expect to benefit from these trends, and grow market penetration alongside our customers as they expand into new service categories and geographies. We believe we are well-positioned to take advantage of worldwide growth opportunities with global and regional new product introductions, improvement in operational excellence, and other strategic initiatives.

We compete with many larger competitors, including Ali Group S.p.A., Dover Corp., Hoshizaki Electric Co., Illinois Tool Works, Inc., Middleby Corp., Rational AG and Standex International Corp. We maintain our competitive leadership through our innovative designs, quality of products, aftermarket support services, product performance and low maintenance costs. These attributes support our leading positions in many of our key product categories.

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The table below shows a select list of our leading brands within the foodservice industry.

Source: Company estimates based on aggregation of both internally and externally sourced data points as well as comparisons of product features and capabilities versus the competition. Third party market share data is not available for all regions and brands such that there is not one reliable, global source of information for the Company’s products, except for certain categories of ice machines and ice storage bins.

Our Competitive Strengths

Our competitive strengths derive from combining deep industry expertise and an understanding of our markets, our history of investment in research and development, successful product innovation and long-standing customer relationships.

Comprehensive Portfolio of Hot and Cold Professional Kitchen Equipment

We offer a full suite of integrated hot and cold kitchen equipment products and services, which provides us with significant cross-selling opportunities and allows us to keep ahead of evolving industry trends. We also provide aftermarket service through our KitchenCare offering, which allows us to support our customers throughout their product lifecycles. Our broad suite of products and services enables us to design, outfit and service commercial kitchens in a harmonized, efficient way and maintain a disciplined focus on targeting our fast-growing customer base with the right products for each need, at the right price.

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12 Market Leading Brands Holding #1 or #2 Positions

We sell our products under 23 long-standing and well-recognized brands, many of which command leading market positions among their respective peers. These established brands resonate with customers for their superior quality and reliability, resulting in long-time customers who are continually looking for new solutions from their preferred brand names. In particular, our Manitowoc cube ice machines, Frymaster fryers and Cleveland steamers, kettles and skillets have the #1 position in the markets they serve and have 50+ year legacies of strong brand recognition and customer satisfaction.

Diversified Exposure through Extensive Geographic and Customer Channel Networks as well as End Markets

We manufacture in 20 locations across 9 countries, providing us with the scale to serve the largest global customers and the local market expertise to leverage international growth. Approximately 31% of sales were generated internationally during the nine-month period ended September 30, 2015, and we grew sales outside of the Americas by 5% from 2012 to 2014. We work closely with channel partners to identify emerging global opportunities, particularly in high growth markets including Asia Pacific (“APAC”), Latin America, and Middle East and Africa (“MEA”). Our footprint enables us to build our products close to intended end markets, and apply our developed markets expertise in emerging markets. Our worldwide network of over 3,000 dealers and distributors allows us to serve our customer base globally and grow alongside them as they enter new markets.

We are also exposed to a variety of end markets. Restaurants currently constitute our largest end market, where we serve many top multinational chains as well as mid-sized chains. Beyond the restaurant industry, we sell our foodservice equipment in end markets such as travel and leisure and education. This diversified exposure limits the risk to any one end market.

Long-Standing Customer Relationships

Customers recognize our product offerings for their reliability, superior quality, and innovative nature. Through new product introductions, product upgrades, and our KitchenCare aftermarket service, we are able to support our customers’ foodservice equipment needs throughout the product lifecycle. Our customers represent many of the foodservice industry’s leading players and are continuously looking for ways to differentiate themselves from their competitors. In order to win new customers and help expand their market share, we help these foodservice providers to create customized solutions for their unique kitchen needs. As a result, we have cultivated decades-long relationships with our customers as they repeatedly look to Manitowoc branded products for the most innovative and valuable solutions.

Steady Revenue Base from Replacement Demand and KitchenCare

A substantial portion of foodservice equipment revenue industry-wide is generated by replacement demand. According to Foodservice Equipment & Supplies, approximately 62% of equipment purchases to be made by U.S. commercial businesses in 2016 will be to replace existing equipment, approximately 20% will be for renovations, and approximately 11% will be related to eco-friendly demand, while only 7% will be driven by new construction. High replacement demand mitigates the volatility inherent in new construction, and typical product lifecycles provide visibility into future product demand. Additionally, our end-customers often need equipment upgrades to enable them to improve productivity and food safety, reduce labor costs, respond to enhanced hygiene, environmental and menu requirements or reduce energy consumption.

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Our aftermarket service offering, KitchenCare, provides support services to our entire product spectrum, allowing us to support and service customers throughout the product lifecycle. KitchenCare provides us with a steady stream of revenue given our large installed base of foodservice products and predictable maintenance cycles.

Recognized as an Innovation Leader

In addition to our broad base of established products, we have a strong track record of working with customers to provide innovative, unique kitchen solutions that will help them stay competitive. These solutions often require customized cooking, cooling and freezing equipment. Over the past decade, we have developed a number of products that improve the kitchens of our customers, such as the Multiplex Blend-In-Cup Beverage Machine, which makes blended beverages easier to prepare and reduces pitcher waste, and the Frymaster Oil Conserving Fryer, which uses 40% less oil and produces twice as much food as frypots double its size.

To develop and test the new products that we deliver, we have established Education and Technology Centers in both the U.S. (Florida) and China (Hangzhou). These centers are used for menu ideation, food development and sensory testing, as well as a means to train our customers and marketing representatives in new products.

Our innovative capabilities have been recognized by outside parties over the years. Since 2005, the National Restaurant Association has awarded the Company with twenty nine Kitchen Innovation Awards across the Company’s different brands. In 2014, Foodservice Equipment & Supplies magazine awarded both the Frymaster and Manitowoc Ice brands, for the fifteenth consecutive year, with the Best-In-Class award. Many of these products are also energy efficient; Energy Star named us an Energy Star Partner for the sixth consecutive year in 2015.

We believe that product development is important to our success given that a supplier’s ability to provide customized or innovative foodservice equipment is a primary factor for customers making their purchasing decisions. We are focused on delivering high performance, efficient kitchens with innovative features that meet specific culinary needs and enhance our customers’ ability to compete in the marketplace.

Focus on Right-Sizing and Simplifying the Business

We have identified various opportunities across our business where can improve efficiencies and drive margin expansion through right-sizing our operations and business simplification. To improve our footprint, we are planning to close plants that are no longer beneficial to operate, including the Cleveland and Irwindale facilities. Additionally, we have implemented a reduction in force initiative to fit headcount to our new scale. To reach our business simplification targets, we have implemented product rationalizations, product line simplifications, and KitchenCare operating improvements. We estimate that the impact of these initiatives to our operating income will be approximately $100 million in the aggregate over the next three years, although there is no guarantee that these savings will be achieved.

As a standalone foodservice company, we will be focused on implementing our right-sizing and simplification initiatives with a view to bringing our profitability more in line with our peers.

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Exposure to Positive Demographic and Other Mega-Trends

Multiple overlapping demographic and mega-trends support the increasing demand for foodservice equipment. Steady increases in the size of the global population in general and the middle class in particular, coupled with increased international travel and continued growth in per capita income, are leading to increased dining outside the home and associated demand for professional foodservice equipment.

Within the restaurant industry, growing trends in food safety and waste reduction are expected to drive demand for foodservice equipment. According to the World Health Organization, as populations worldwide become increasingly urbanized and globalized, people are more often eating outside of the home and the global food chain is becoming increasingly complex. Amid these challenges, high quality foodservice equipment will help foodservice providers prepare food in a safe and sanitary environment. Additionally, restaurants are striving to reduce waste and promote sustainability. According to the FAO, approximately one third of all food produced globally gets either lost or wasted each year. Modern and efficient foodservice equipment can promote energy efficiency in the kitchen, prevent premature spoilage, and reduce waste.

Highly Experienced Management Team

Our senior management team has an average of approximately 20 years of experience in the food, beverage, agriculture and foodservice equipment industries, and many of them have exceptional product- and market-specific knowledge and expertise. Our team consists of members with extensive work experience and achievement at The Manitowoc Company, Inc., as well as members who have recently joined MFS with significant industry experience. This diverse mix provides us with deep company and industry knowledge, as well as a fresh perspective which will position us for success as a standalone foodservice company.

Our Business Strategy

Our primary objective is to provide high quality and reliable foodservice equipment products and solutions to our customers and to grow our revenues, profitability and cash flow. The key elements of our strategy are:

Drive Increased Profitability

We believe we can significantly improve the profitability of our business and are implementing several cost saving initiatives and operating strategies to drive increased margins. We are committed to improving our margins by focusing on fewer, higher-margin products and markets, value-based pricing, and effective sourcing, as well as by driving operational excellence in our existing plants. Actions that we have already taken include plant rationalizations (including the pending closures of our Cleveland and Irwindale facilities), KitchenCare operating improvements, headcount reductions, and product line simplifications. Through these as well as other operational initiatives and as mentioned above under “—Our Competitive Strengths—Focus on right-sizing and simplifying the business,” we expect savings of approximately $100 million in the aggregate over the next three years, although there is no guarantee that these savings will be achieved.

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Grow Customer Base and Deepen Customer Penetration

We believe our broad product portfolio and leading brands position us to achieve profitable growth above the average industry rate by further growing the number of customers we serve and improving customer overall satisfaction. We continue to be a trusted provider to the largest companies in the foodservice industry and plan to further expand our reach to select, high potential mid-sized companies where we can offer strong customer satisfaction. We are working closely with our channel partners to identify emerging high value customers and provide them with our high-quality products and support services.

Drive International Expansion

Our global footprint positions us to capitalize on growth in developed and emerging markets. Approximately 31% of sales were generated internationally during the nine-month period ended September 30, 2015, and we grew our international sales by 5% from 2012 to 2014. We will work closely with channel partners to identify emerging global opportunities, particularly in high growth markets including markets including APAC, Latin America, and MEA.

We continue to invest in the APAC region, which is expected to remain the largest driver of aggregate global foodservice sales growth over the next few years. We currently have four manufacturing facilities in Asia and a technology center in China, demonstrating our commitment to building lasting relationships with a broad base of Asian foodservice providers. We also have three test kitchens across the region, and partner closely with Asian chefs and distributors to produce foodservice equipment specifically tailored to meet the unique demands of local customers.

In Latin America, MFS enjoys longstanding business relationships with end customers in the fast growing segments of the foodservice industry such as convenience stores, local chains, global chains, and retail and institutional. We also have well-established sales and aftermarket support networks in over 30 countries and territories, which are supported by a strong team of employees in the sales, technical support and culinary areas. MFS owns manufacturing facilities in Tijuana, Mexico and Monterrey, Mexico, a distribution hub in Mexico City, as well as a sales and service training center in Monterrey, Mexico.

Our engagement in MEA continues to grow as we invest in the expansion of our sales team to serve our customers in this region. We are working diligently on realigning and reinforcing our distribution channels in MEA. Our demonstration kitchen in Jebel Ali Free Zone in Dubai, United Arab Emirates is just one example of our commitment to and engagement with this region.

Selectively Pursue Strategic Acquisitions and Partnerships

Our industry is fragmented and we believe there is significant opportunity for continued consolidation through acquisitions and partnerships. We have a long track record of acquisitions and believe that we are well positioned to expand our product offerings, geographic footprint and customer base through acquisitions and related strategic alliance activities. Although our initial debt load will preclude significant acquisitions within the short term, consistent with our strategy we will actively evaluate potential acquisition opportunities for MFS on an ongoing basis. We seek to manage liabilities, integration and other risks associated with acquisitions through due diligence, favorable acquisition contracts, and careful planning and integration of the acquired businesses.

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Expand the Frontier of Foodservice Innovation

To remain a leader in our industry and continue to grow our reputation as one of the most innovative companies in our industry, we continuously leverage our suppliers to source innovation and refresh existing products with new, locally-relevant, food-inspiring technologies, while simultaneously finding new ways to integrate these products and create cohesive kitchen systems. Our innovation, co-creation and customization capabilities uniquely position us to develop solutions that are truly adapted to different ways of cooking and preparing food, whether for new menus or new geographies.

Continue to Attract and Foster Industry-Leading Talent

Our people are key to our success. As of September 30, 2015, we had approximately 5,500 employees. Our employees embody and personify our iconic brands and strive to understand and best serve our customers. We continue to recruit talented professionals and strive to make our company a great place to have a long-term career.

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CERTAIN TERMS

In this description, unless otherwise indicated or the context otherwise requires:

• The “Company,” “MFS,” “we,” “our” and “us” refer to Manitowoc Foodservice, Inc. and its consolidated subsidiaries, after giving effect to the Internal Reorganization (as defined herein).

• “Crane Business” means the businesses or operations of Manitowoc ParentCo other than the Foodservice Business (as defined herein).

• The “Distribution” refers to the distribution of Manitowoc Foodservice common stock on a pro rata basis to the holders of Manitowoc ParentCo common stock.

• “Foodservice Business” means (1) the businesses and operations conducted by the Foodservice segment of Manitowoc ParentCo and its affiliates (including, for purposes of this definition, Manitowoc Foodservice and its affiliates) prior to the consummation of the Spin-Off, and (2) except as otherwise expressly provided in the Separation and Distribution Agreement (as defined herein), any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the Foodservice Business (as described in the foregoing clause (1)) as then conducted.

• The “Internal Reorganization” refers to the series of internal transactions pursuant to which Manitowoc ParentCo will separate the assets and liabilities of the Crane Business and the Foodservice Business, to the extent such separation has not already occurred.

• “Manitowoc Foodservice” refers to Manitowoc Foodservice, Inc. and not to any of its subsidiaries or affiliates.

• “Manitowoc ParentCo” refers to The Manitowoc Company, Inc. and its consolidated subsidiaries, other than, for all periods following the consummation of the Spin-Off, Manitowoc Foodservice and its subsidiaries.

• The “Spin-Off” refers collectively to (a) the Internal Reorganization, (b) the Company’s contribution of the Foodservice Business to Manitowoc Foodservice and (c) the Distribution.

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EX-99.4

Exhibit 99.4

MANITOWOC FOODSERVICE

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The unaudited pro forma combined financial statements of Manitowoc Foodservice consist of an unaudited pro forma combined statement of operations for the nine months ended September 30, 2015 and 2014 and for the year ended December 31, 2014, and an unaudited pro forma combined balance sheet as of September 30, 2015 derived from the historical combined financial statements included in the Registration Statement on Form 10, as amended, that Manitowoc Foodservice has filed with the U.S. Securities and Exchange Commission (the “Form 10”). The unaudited pro forma combined financial statements reported below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Combined Financial Data” and the unaudited pro forma combined financial statements and corresponding notes and “Risk Factors” included in the Form 10. Please refer to “Certain Terms” on page 3 of this exhibit for a glossary of defined terms used in this exhibit.

The following unaudited pro forma combined financial statements are subject to assumptions and adjustments described in the accompanying notes and such assumptions and adjustments reflect the expected impact of events directly attributable to the Spin-Off and that are factually supportable and, for purposes of the statement of operations, are expected to have a continuing impact on us. Manitowoc Foodservice’s management believes these assumptions and adjustments are reasonable under the circumstances and given the information available at this time. However, these adjustments are subject to change as Manitowoc ParentCo and Manitowoc Foodservice finalize the terms of the Spin-Off, including the Separation and Distribution Agreement and related transaction agreements. The unaudited pro forma combined financial statements are for illustrative purposes only and do not purport to represent what Manitowoc Foodservice’s financial position and results of operations actually would have been had the Spin-Off occurred on the dates indicated, or to project Manitowoc Foodservice’s financial performance for any future period following the Spin-Off.

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2015 and the year ended December 31, 2014 give effect to the Spin-Off as if it had occurred on January 1, 2014, the first day of fiscal 2014. The unaudited pro forma combined balance sheet as of September 30, 2015, gives effect to the Spin-Off as if it had occurred on that date. The unaudited pro forma combined financial statements include adjustments to reflect the following:

• the Internal Reorganization, including the issuance of 100% of Manitowoc Foodservice’s issued and outstanding common stock to Manitowoc ParentCo in connection with the Spin-Off;

• our anticipated new capital structure, including debt anticipated to be incurred under a revolving credit facility and in connection with the Spin-Off as described in Note 6 below;

• the resulting elimination of Manitowoc ParentCo’s net investment in Manitowoc Foodservice; and

• a cash dividend to Manitowoc ParentCo.

Manitowoc Foodservice’s annual and interim combined financial statements include allocations for certain expenses and support functions historically provided by Manitowoc ParentCo, such as business shared services and corporate costs that benefit Manitowoc Foodservice. Management believes the assumptions associated with allocating these costs are reasonable. Nevertheless, the combined financial statements may not include all of the actual expense that would have been incurred and may not represent Manitowoc Foodservice’s results of operations, financial position, or cash flows had it been a stand-alone company during the periods presented. General corporate expenses allocated to Manitowoc Foodservice for the nine months ended September 30, 2015, and year ended December 31, 2014, were $19.0 million and $22.1 million, respectively. After the Spin-Off, Manitowoc Foodservice will incur incremental costs as an independent public company, including costs to replace services previously provided by Manitowoc ParentCo as well as other similar expenses associated with operating as a standalone company. We expect that a significant portion of these incremental dis-synergy costs will be offset by specific actions taken as part of the separation process, including but not limited to the right sizing of functions and activities already existing in business. Due to the scope

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and complexity of these activities, the amount and timing of these incremental costs could vary depending on the finalization of specific initiatives and actions undertaken as part of the spin process and, therefore, these costs are not included within the unaudited pro forma combined financial statements.

Manitowoc ParentCo expects to incur approximately $130-140 million before-tax of one-time chargeable separation costs in connection with the Spin-Off, including consulting, legal, auditing, information technology, financing, debt breakage and other similar costs. Only immaterial separation costs are reflected in Manitowoc Foodservice’s historical financial statements as the costs are non-recurring in nature and expected to be borne by Manitowoc ParentCo.

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CERTAIN TERMS

In this exhibit, unless otherwise indicated or the context otherwise requires:

• The “Company,” “MFS,” “we,” “our” and “us” refer to Manitowoc Foodservice, Inc. and its consolidated subsidiaries, after giving effect to the Internal Reorganization (as defined herein).

• “Crane Business” means the businesses or operations of Manitowoc ParentCo other than the Foodservice Business (as defined herein).

• The “Distribution” refers to the distribution of Manitowoc Foodservice common stock on a pro rata basis to the holders of Manitowoc ParentCo common stock.

• The “Distribution Date” refers to the date of the Distribution.

• “Foodservice Business” means (1) the businesses and operations conducted by the Foodservice segment of Manitowoc ParentCo and its affiliates (including, for purposes of this definition, Manitowoc Foodservice and its affiliates) prior to the consummation of the Spin-Off, and (2) except as otherwise expressly provided in the Separation and Distribution Agreement (as defined herein), any terminated, divested or discontinued businesses or operations that at the time of such termination, divestiture or discontinuation related to the Foodservice Business (as described in the foregoing clause (1)) as then conducted.

• The “Internal Reorganization” refers to the series of internal transactions pursuant to which Manitowoc ParentCo will separate the assets and liabilities of the Crane Business and the Foodservice Business, to the extent such separation has not already occurred.

• “Manitowoc Foodservice” refers to Manitowoc Foodservice, Inc. and not to any of its subsidiaries or affiliates.

• “Manitowoc ParentCo” refers to The Manitowoc Company, Inc. and its consolidated subsidiaries, other than, for all periods following the consummation of the Spin-Off, Manitowoc Foodservice and its subsidiaries.

• The “Spin-Off” refers collectively to (a) the Internal Reorganization, (b) the Company’s contribution of the Foodservice Business to Manitowoc Foodservice and (c) the Distribution.

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MANITOWOC FOODSERVICE

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(in millions of dollars)	Historical			Pro Forma Adjustments			Pro Forma
Operations
Net sales	$	1,178.4		$	—		$	1,178.4
Costs and expenses:
Cost of sales		809.6			—			809.6
Engineering, selling and administrative expenses		223.3			—			223.3
Amortization expense		23.6			—			23.6
Restructuring expense		1.3			—			1.3
Separation expense		1.1			(1.1	)(1)		—
Other expense (income)		0.4			—			0.4
Total costs and expenses		1,059.3			(1.1	)		1,058.2
Operating earnings from continuing operations		119.1			1.1			120.2
Other (expenses) income:
Interest expense		(1.0	)		(77.5	)(2)		(78.5	)
Amortization of deferred financing fees		—			(3.6	)(3)		(3.6	)
Interest income on notes with Manitowoc ParentCo—net		13.5			(13.5	)(10)		—
Other income—net		1.9			—			1.9
Total other income		14.4			(94.6	)		(80.2	)
Earnings from continuing operations before taxes on earnings		133.5			(93.5	)		40.0
Provision for taxes on earnings		41.8			(33.6	)(1)(4)(10)		8.2
Earnings from continuing operations		91.7			(59.9	)		31.8
Discontinued operations:
Earnings from discontinued operations, net of income taxes		0.3			—			0.3
Net earnings	$	92.0		$	(59.9	)	$	32.1

See Notes to Unaudited Pro Forma Combined Financial Statements.

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MANITOWOC FOODSERVICE

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

(in millions of dollars)	Historical			Pro Forma Adjustments			Pro Forma
Operations
Net sales	$	1,207.1		$	—		$	1,207.1
Costs and expenses:
Cost of sales		811.7			—			811.7
Engineering, selling and administrative expenses		229.5			—			229.5
Amortization expense		23.9			—			23.9
Restructuring expense		2.2			—			2.2
Separation expense		—			—			—
Other expense (income)		—			—			—
Total costs and expenses		1,067.3			—			1,067.3
Operating earnings from continuing operations		139.8			—			139.8
Other (expenses) income:
Interest expense		(0.9	)		(77.9	)(2)		(78.8	)
Amortization of deferred financing fees		—			(3.6	)(3)		(3.6	)
Interest income on notes with Manitowoc ParentCo—net		12.1			(12.1	)(10)		—
Other income—net		(1.5	)		—			(1.5	)
Total other income		9.7			(93.6	)		(83.9	)
Earnings from continuing operations before taxes on earnings		149.5			(93.6	)		55.9
Provision for taxes on earnings		15.6			(34.4	)(4)(10)		(18.8	)
Earnings from continuing operations		133.9			(59.2	)		74.7
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes of $0.3		(0.4	)		—			(0.4	)
Loss on sale of discontinued operations, net of income taxes of $0.6		(1.1	)		—			(1.1	)
Net earnings	$	132.4		$	(59.2	)	$	73.2

See Notes to Unaudited Pro Forma Combined Financial Statements.

5

MANITOWOC FOODSERVICE

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

(in millions of dollars)	Historical			Pro Forma Adjustments			Pro Forma
Operations
Net sales	$	1,581.3		$	—		$	1,581.3
Costs and expenses:
Cost of sales		1,073.3			—			1,073.3
Engineering, selling and administrative expenses		299.6			—			299.6
Amortization expense		31.8			—			31.8
Asset impairment expense		1.1			—			1.1
Restructuring expense		2.6			—			2.6
Other expense		0.4			—			0.4
Total costs and expenses		1,408.8			—			1,408.8
Operating earnings from continuing operations		172.5			—			172.5
Other (expenses) income:
Interest expense		(1.3	)		(103.9	)(2)		(105.2	)
Amortization of deferred financing fees		—			(4.8	)(3)		(4.8	)
Interest income on notes with Manitowoc ParentCo—net		16.6			(16.6	)(10)		—
Other expense—net		(0.6	)		—			(0.6	)
Total other income		14.7			(125.3	)		(110.6	)
Earnings from continuing operations before taxes on earnings		187.2			(125.3	)		61.9
Provision for taxes on earnings		25.9			(45.5	)(4)(10)		(19.6	)
Earnings from continuing operations		161.3			(79.8	)		81.5
Discontinued operations:
Loss from discontinued operations, net of income taxes of $0.3		(0.4	)		—			(0.4	)
Loss on sale of discontinued operations, net of income taxes of $0.6		(1.1	)		—			(1.1	)
Net earnings	$	159.8		$	(79.8	)	$	80.0

See Notes to Unaudited Pro Forma Combined Financial Statements.

6

MANITOWOC FOODSERVICE

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(in millions of dollars)	Historical			Pro Forma Adjustments			Pro Forma
Assets
Current Assets:
Cash and cash equivalents	$	47.3		$	(20.1	)(6)	$	27.2
Restricted cash		0.6			—			0.6
Accounts receivable, less allowances of $3.6		97.3			—			97.3
Inventories—net		159.1			—			159.1
Deferred income taxes		23.7			0.1	(5)		23.8
Other current assets		11.7			—			11.7
Current assets held for sale		8.1			—			8.1
Total current assets		347.8			(20.0	)		327.8
Property, plant and equipment—net		127.0			—			127.0
Goodwill		844.6			—			844.6
Other intangible assets—net		524.6			—			524.6
Other non-current assets		16.7			38.1	(6)(9)		54.8
Long-term assets held for sale		64.0			—			64.0
Total assets	$	1,924.7		$	18.1		$	1,942.8
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	277.6		$	—		$	277.6
Current portion of long-term capital leases and debt		0.4			—			0.4
Product warranties		34.2			—			34.2
Current liabilities held for sale		20.2			—			20.2
Total current liabilities		332.4			—			332.4
Non-Current Liabilities:
Long term capital leases and debt		2.5			1,400.0	(6)		1,402.5
Deferred income taxes		217.1			(6.4	)(5)		210.7
Pension and postretirement health obligations		37.8			17.4	(5)		55.2
Other non-current liabilities		18.8			5.9	(9)		24.7
Long-term liabilities held for sale		0.7			—			0.7
Total non-current liabilities		276.9			1,416.9			1,693.8
Total Equity:
Common stock		—			1.4	(7)		1.4
Additional paid-in capital		—			(34.4	)(8)		(34.4	)
Net parent company investment		1,355.9			(1,355.9	)(5)(6)(8)		—
Accumulated other comprehensive loss		(40.5	)		(9.9	)(5)		(50.4	)
Total equity		1,315.4			(1,398.8	)		(83.4	)
Total liabilities and equity	$	1,924.7		$	18.1		$	1,942.8

See Notes to Unaudited Pro Forma Combined Financial Statements.

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MANITOWOC FOODSERVICE

Notes to Unaudited Pro Forma Combined Financial Statements

1. Separation Costs

This adjustment reflects the removal of separation costs of $1.1 million recorded as separation expense for the nine months ended September 30, 2015 directly related to the Spin-Off that were incurred during the historical period. These costs were primarily for legal, tax, accounting and other professional fees. This pro forma adjustment results in an increase to the income tax provision of $0.4 million.

2. Interest Expense

This adjustment reflects the pro forma adjustment for interest expense of $77.5 million, $77.9 million and $103.9 million, based on our new debt position of $1,400 million and the weighted average interest rate of 7.4% for the nine months ended September 30, 2015, the nine months ended September 30, 2014 and the year ended December 31, 2014, respectively, that would be incurred on the debt expected to be incurred by Manitowoc Foodservice as part of the Spin-Off as described in Footnote (6) below, if the Spin-Off had occurred at the beginning of the first period presented. Interest expense on the new debt was computed based on Manitowoc Foodservice’s new debt position effective upon separation from Manitowoc ParentCo. The actual interest rate and thus interest expense may differ from the actual interest rate and expense depending upon Manitowoc Foodservice’s credit ratings or on the final terms of our debt arrangements. A 0.125% increase or decrease in the blended weighted average interest expense attributable to our long term debt that is expected to be outstanding after giving pro forma effect to the Spin-Off would cause our interest expense to change by approximately $4.1 million.

3. Amortization of Deferred Financing Fees

This adjustment reflects the pro forma adjustment for the amortization of deferred financing fees of $3.6 million, $3.6 million and $4.8 million for the nine months ended September 30, 2015, the nine months ended September 30, 2014 and the year ended December 31, 2014, respectively, that would be incurred on the debt issuance if the Spin-Off had occurred at the beginning of the period presented. Amortization of deferred financing fees is reflective of the straight-line amortization of total debt issuance costs over the terms of the underlying debt instruments, which range between 5 and 8 years.

4. Provision for Taxes on Earnings

The provision for income taxes reflected in our historical combined financial statements was determined as if we filed separate, standalone income tax returns in each relevant jurisdiction. In determining the tax rate to apply to our pro forma adjustments, we used the applicable statutory rate based on the jurisdiction in which the adjustment relates, consistent with Instruction 7 to Rule 11-02(b) of Regulation S-X. If the adjustment relates to an item that would never be taxed in that particular jurisdiction, we did not provide for any tax. The pro forma tax adjustments resulted in pro forma adjusted effective tax rates of 36.0%, 36.8% and 36.3% for the nine-month periods ended September 30, 2015 and 2014 and twelve-month period ended December 31, 2014, respectively.

5. Defined Benefit Plan Assets and Obligations

Certain employees participate in defined benefit pension plans sponsored by Manitowoc ParentCo. When we become a standalone independent company, we will assume these obligations and provide the benefits directly. Manitowoc ParentCo will transfer to us the plan liabilities in the amount of $52.7 million and assets in the amount of $35.3 million associated with participant employees of Manitowoc Foodservice, resulting in a net impact to pension obligations of $17.4 million.

8

The unrecognized actuarial loss on these plans is $9.9 million. These pro forma adjustments result in a reduction in deferred income tax liabilities of $6.4 million and a $0.1 million increase in deferred tax assets. The remaining net impact is reflected within net parent company investment. The benefit plan expenses associated with this pension obligation were previously allocated to Manitowoc Foodservice and are included in the historical combined statements of operations. The actual assumed net benefit plan obligations could change significantly from our estimates included in these pro forma adjustments.

6. New Debt Financing

This adjustment reflects $1,400.0 million of new debt, comprised of our $975.0 million senior secured “tranche B” term loan facility and $425.0 million of notes, to establish our new debt structure and the related debt issuance costs of $32.1 million as if the Spin-Off had taken place on September 30, 2015. Proceeds from the debt issuance will be distributed to Manitowoc ParentCo in the form of a dividend in the amount of $1,388.0 million with the excess of the amount of the net proceeds over the dividend amount being retained by us for general corporate purposes. The cash impact of $25.9 million associated with the new debt financing is comprised of $1,400.0 million related to proceeds from the new debt, offset by cash outflows of the $1,388.0 million cash dividend from Manitowoc Foodservice to Manitowoc Cranes and $20.1 million of debt issuance costs.

7. Shares of Common Stock

This adjustment reflects 137 million shares of Manitowoc Foodservice common stock at a par value of $0.01 per share. The number of shares of Manitowoc Foodservice common stock is based on the number of shares of Manitowoc ParentCo common stock outstanding on September 30, 2015 and an expected distribution ratio of one share of Manitowoc Foodservice common stock for every share of Manitowoc ParentCo common stock.

8. Recapitalization of Equity

This adjustment reflects the pro forma recapitalization of our equity. On the Distribution Date, Manitowoc ParentCo’s net investment in Manitowoc Foodservice will be re-designated as Manitowoc Foodservice’s stockholders’ equity and will be allocated between common stock and additional paid-in capital based on the number of shares of Manitowoc Foodservice common stock outstanding at the Distribution Date.

9. Deferred Compensation Plan Assets and Obligations

Certain highly compensated and key management employees and directors of Manitowoc Foodservice participate in deferred compensation plans sponsored by Manitowoc ParentCo. When we become a standalone independent company, we will assume these obligations and provide the benefits directly. Manitowoc ParentCo will transfer to us the plan liabilities in the amount of $5.9 million and assets in the amount of $5.9 million associated with participant employees of Manitowoc Foodservice. These pro forma adjustments do not have a material tax impact.

10. Interest Income from Notes with Manitowoc ParentCo

This adjustment reflects the removal of interest income on intercompany notes that are directly related to the separation of Manitowoc Foodservice from Manitowoc ParentCo of $13.5 million, $12.1 million and $16.6 million and the corresponding impact to the provision for taxes on earnings of $4.9 million, $4.4 million and $6.1 million, for the nine months ended September 30, 2015 and 2014 and the fiscal year ended December 31, 2014, respectively.

9