Results of Consolidated Operations
Millions of dollars                                  2012           2011           2010
Operations
Net sales                                        $  3,927.0     $  3,619.2     $  3,111.5
Cost of sales                                       2,992.6        2,792.5        2,352.1
Gross Profit                                          934.4          826.7          759.4
Operating expenses:
Engineering, selling and administrative expenses      603.5          565.4          508.9
Amortization expense                                   37.1           37.9           37.4
Restructuring expense                                   9.5            5.5            3.8
Other expenses (income)                                 2.5           (0.5 )          2.3
Total operating expenses                              652.6          608.3          552.4
Operating earnings from continuing operations         281.8          218.4          207.0
Other income (expenses):
Interest expense                                     (137.1 )       (146.7 )       (175.0 )
Amortization of deferred financing fees                (8.2 )        (10.4 )        (22.0 )
Loss on debt extinguishment                            (6.3 )        (29.7 )        (44.0 )
Other income (expense)-net                              0.1            2.3           (9.0 )
Total other expenses                                 (151.5 )       (184.5 )       (250.0 )
Earnings (loss) from continuing operations
before taxes on earnings                              130.3           33.9          (43.0 )
Provision for taxes on earnings                        38.0           13.6           26.2
Earnings (loss) from continuing operations             92.3           20.3          (69.2 )
Discontinued operations:
Earnings (loss) from discontinued operations,
net of income taxes                                     0.3           (3.4 )         (8.1 )
Loss on sale of discontinued operations, net of
income taxes                                              -          (34.6 )            -
Net earnings (loss)                                    92.6          (17.7 )        (77.3 )
Less: Net loss attributable to noncontrolling
interest, net of tax                                   (9.1 )         (6.5 )         (2.7 )
Net earnings (loss) attributable to Manitowoc    $    101.7     $    (11.2 )   $    (74.6 )
Amounts attributable to the Manitowoc common
shareholders:
Earnings (loss) from continuing operations       $    101.4     $     26.8     $    (66.5 )
Loss from discontinued operations, net of income
taxes                                                   0.3           (3.4 )         (8.1 )
Loss on sale of discontinued operations, net of
income taxes                                              -          (34.6 )            -
Net earnings (loss) attributable to Manitowoc    $    101.7     $    (11.2 )   $    (74.6 )

Year Ended December 31, 2012 Compared to 2011

Net Sales
(in millions)      2012         2011      Change
 Net Sales      $ 3,927.0    $ 3,619.2      8.5 %

Consolidated net sales increased 8.5% in 2012 to $3.9 billion from $3.6 billion in 2011. The increase was primarily the result of the year-over-year increase in the Crane segment along with a modest increase in the Foodservice segment. Crane segment sales increased in all regions except China, which decreased as a result of volume reductions. The overall increase in the Crane segment was primarily driven by the Americas region due to economic recoveries and higher demand in certain emerging markets. Crane segment sales increased 12.8% for the year ended December 31, 2012 compared to 2011. Foodservice sales increased in the Americas and Asia Pacific (APAC) regions from the prior year due to volume increases. Foodservice sales increased 2.2% for the year ended December 31, 2012 compared to 2011. Consolidated net sales were unfavorably impacted by approximately $73.5 million, or 2.0%, from foreign currency volatility in relation to the U.S. Dollar for the year ended December 31, 2012 compared with the year ended December 31, 2011. Further analysis of the changes in sales by segment is presented in the "Sales and Operating Earnings by Segment" section below.

Gross Profit
(in millions)     2012        2011      Change
Gross Profit    $ 934.4     $ 826.7      13.0 %
Gross Margin       23.8 %      22.8 %

Gross profit for the year ended December 31, 2012 increased to $934.4 million compared to $826.7 million for the year ended December 31, 2011, an increase of 13.0%. Gross margin increased in 2012 to 23.8% from 22.8% in 2011. The increase in consolidated gross profit was attributable to sales volume increases in both the Crane and Foodservice segments in the regions noted above and pricing actions. Crane segment gross profit increases were partially offset by increases in manufacturing costs. The increase in gross margin was primarily due to pricing actions, cost reduction and lean actions slightly offset by investment in optimizing global footprint.

Engineering, Selling and Administrative Expenses
(in millions)                                        2012       2011     Change
Engineering, selling and administrative expenses   $ 603.5    $ 565.4      6.7 %

Engineering, selling and administrative (ES&A) expenses for the year ended December 31, 2012 increased $38.1 million to $603.5 million compared to $565.4 million for the year ended December 31, 2011. Crane segment ES&A increased $38.3 million, or 15.4%, for the year ended December 31, 2012 compared to the same period in 2011. This increase was driven by increased employee compensation and benefit costs, increased levels of engineering expenses, recognition of reserves for a small number of discrete customer financing issues and enterprise resource planning system implementation costs. Foodservice ES&A decreased $2.8 million, or 1.1%, for the year ended December 31, 2012 compared to the same period in 2011. This decrease was driven by reduction in sales related costs, favorable foreign exchange impact, and reduced employee costs.

Amortization Expense
(in millions)           2012      2011     Change
Amortization expense   $ 37.1    $ 37.9    (2.1 )%

Amortization expense for the year ended December 31, 2012 was $37.1 million compared to $37.9 million for 2011. See further detail related to intangible assets at Note 9, "Goodwill and Other Intangible Assets."

Restructuring Expense
(in millions)            2012     2011    Change
Restructuring expense   $ 9.5    $ 5.5         *

* Measure not meaningful Restructuring expenses for the year ended December 31, 2012 totaled $9.5 million compared to $5.5 million in 2011. Crane segment restructuring expenses totaled $7.2 million for the year ended December 31, 2012. These expenses primarily related to workforce reductions at our France operations. Foodservice segment restructuring expenses totaled $2.3 million for the year ended December 31, 2012. These expenses primarily related to plant consolidation efforts in the Americas region and workforce reductions in Europe. See further detail at Note 19, "Restructuring." Interest Expense & Amortization of Deferred Financing Fees

(in millions)                               2012       2011      Change
Interest expense                          $ 137.1    $ 146.7     (6.5 )%
Amortization of deferred financing fees   $   8.2    $  10.4    (21.2 )%

Interest expense for the year ended December 31, 2012 totaled $137.1 million versus $146.7 million for the year ended December 31, 2011. The decrease in interest expense of $9.6 million for the year ended December 31, 2012 compared to the year ended December 31, 2011 was due to the amendment of our Senior Credit Facility during the second quarter of 2011, which lowered the associated interest rates along with debt reductions in 2012 and 2011. Amortization expense for deferred financing fees were $8.2 million for the year ended December 31, 2012 as compared to $10.4 million in 2011. The decrease in amortization expense for deferred financing fees of $2.2 million was attributable to the write-off of a portion of the deferred

financing fees associated with the amendment in the second quarter of 2011, partially offset by the amortization of new fees associated with the Senior Credit Facility and the Senior Notes due 2022. See further detail at Note 11,

"Debt."
Loss on Debt Extinguishment
(in millions)                  2012     2011     Change
Loss on debt extinguishment   $ 6.3    $ 29.7         *

* Measure not meaningful Loss on debt extinguishment for the year ended December 31, 2012 totaled $6.3 million, compared to $29.7 million in 2011. The loss on debt extinguishment in 2012 was attributable to the accelerated paydown of Term Loans A and B associated with our Senior Credit Facility and the redemption of our 7.125% Senior Notes due 2013. The loss on debt extinguishment in 2011 was attributable to the write-off of a portion of the deferred financing fees associated with the amendment to the Senior Credit Facility in the second quarter of 2011.

Other Income - Net
(in millions)         2012     2011    Change
Other income - net   $ 0.1    $ 2.3         *

* Measure not meaningful Other income, net for the year ended December 31, 2012 was $0.1 million versus $2.3 million for the prior year. The decrease of $2.2 million in other income for the year ended December 31, 2012 compared to the year ended December 31, 2011 was primarily due to reductions in interest income and gains from asset sales, partially offset by foreign currency losses in 2011 that did not reoccur at the same level in 2012.

Income Taxes
(in millions)                       2012       2011     Change
Effective annual tax rate           29.2 %     40.1 %
Provision for taxes on earnings   $ 38.0     $ 13.6          *

* Measure not meaningful The effective tax rate for the year ended December 31, 2012 was 29.2% compared to 40.1% for the year ended December 31, 2011. The effective tax rate in 2012 was favorably impacted by the release of an $11.6 million reserve resulting from a favorable audit outcome. The 2011 and 2012 effective tax rates were favorably impacted by income earned in jurisdictions where the statutory rate was less than 35%. Tax expense for the year ended December 31, 2012 was unfavorably impacted by valuation allowance adjustments on deferred tax assets totaling $17.5 million compared to $12.3 million in 2011. The company recorded valuation allowance adjustments related to current year losses and income tax rate changes in jurisdictions with valuation allowances established in prior years. See further detail at Note 13, "Income Taxes." The company is under examination by the Internal Revenue Service ("IRS") for the calendar years 2008 and 2009. In August 2012, the company received a Notice of Proposed Assessment ("NOPA") related to the disallowance of the deductibility of a $380.9 million foreign currency loss incurred in calendar year 2008. In September 2012, the company responded to the NOPA indicating its formal disagreement and subsequently received an Examination Report which includes the proposed disallowance. The largest potential adjustment for this matter could, if the IRS were to prevail, increase the company's potential federal tax expense and cash outflow by approximately $134.0 million plus interest and penalties, if any. The company filed a formal protest to the proposed adjustment during the fourth quarter of 2012. The company plans to pursue all administrative and, if necessary, judicial remedies with respect to resolving this matter. However, there can be no assurance that this matter will be resolved in the company's favor. The IRS also examined and proposed adjustments to the research and development credit generated in 2009; the company also formally disagreed with the adjustments.

The company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of December 31, 2012, the company believes that it is more-likely-than-not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the company's estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is

made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.

Earnings (Loss) from Discontinued Operations
(in millions)                                   2012      2011     Change
Earnings (loss) from discontinued operations   $ 0.3    $ (3.4 )        *

* Measure not meaningful The results from discontinued operations were earnings of $0.3 million and a loss of $3.4 million, net of income taxes, for the years ended December 31, 2012 and 2011, respectively. The earnings from discontinued operations relates primarily to the Jackson business which was classified as discontinued operations in the fourth quarter of 2012, partially offset by a loss in the Kysor/Warren business that was sold on January 14, 2011. See additional

discussion at Note 4, "Discontinued Operations."
Net Loss Attributable to Noncontrolling Interest
(in millions)                                       2012     2011    Change
Net loss attributable to noncontrolling interest   $ 9.1    $ 6.5     40.0 %

For the year ended December 31, 2012, a net loss attributable to a noncontrolling interest of $9.1 million was recorded in relation to the minority partners' portion of the full year loss from our Chinese affiliate joint venture, Manitowoc Dongyue Heavy Machinery Co., Ltd. (Manitowoc Dongyue). There was a net loss of $6.5 million attributable to the minority partner in connection with Manitowoc Dongyue for the same period of 2011. Year Ended December 31, 2011 Compared to 2010

Net Sales
(in millions)      2011         2010      Change
 Net Sales      $ 3,619.2    $ 3,111.5     16.3 %

Consolidated net sales increased 16.3% in 2011 to $3.6 billion from $3.1 billion in 2010. The increase was the result of year-over-year increases in both the Crane and Foodservice segments. Crane segment sales increased in all regions and in all product lines from 2010 due to modest economic recoveries in the Americas region and in certain emerging markets. Crane segment sales increased 23.8% for the year ended December 31, 2011 compared to 2010. Foodservice sales increased in all regions from 2010 due to continued penetration of global chains with whom we partner and modest economic improvements. Foodservice sales increased 6.7% for the year ended December 31, 2011 compared to 2010. Weaker foreign currencies as compared to the U.S. Dollar had a favorable impact on consolidated net sales of $55.1 million, or 1.8%, for the year ended December 31, 2011 compared with the year ended December 31, 2010. Further analysis of the changes in sales by segment is presented in the "Sales and Operating Earnings by Segment" section below.

Gross Profit
(in millions)     2011        2010      Change
Gross Profit    $ 826.7     $ 759.4       8.9 %
Gross Margin       22.8 %      24.4 %

Gross profit for the year ended December 31, 2011 increased to $826.7 million compared to $759.4 million million for the year ended December 31, 2010, an increase of 8.9%. Gross margin decreased in 2011 to 22.8% from 24.4% in 2010. The increase in consolidated gross profit was attributable to sales volume increases in both the Crane and Foodservice segments in all regions. Crane segment gross profit increases were partially offset by increases in material costs, labor costs and additional provisions for warranty and excess and obsolete inventory. Foodservice segment gross profit increases were offset by higher material and other manufacturing costs. The decrease in gross margin was due to higher material and labor costs in both segments.

Engineering, Selling and Administrative Expenses
(in millions)                                        2011       2010     Change
Engineering, selling and administrative expenses   $ 565.4    $ 508.9     11.1 %

Engineering, selling and administrative (ES&A) expenses for the year ended December 31, 2011 increased $56.5 million to $565.4 million compared to $508.9 million for the year ended December 31, 2010. Crane segment ES&A increased $35.1 million or 16.5% for the year ended December 31, 2011 compared to the same period in 2010. This increase was driven by increased employee compensation and benefit costs, increased marketing expenses and increased levels of research and development. Foodservice ES&A increased $1.6 million or 0.6% for the year ended December 31, 2011 compared to the same period in 2010. This increase was driven by increased employee compensation and benefit costs, partially offset by cost reduction activities.

Amortization Expense
(in millions)           2011      2010     Change
Amortization expense   $ 37.9    $ 37.4      1.3 %

Amortization expense for the year ended December 31, 2011 was $37.9 million compared to $37.4 million for 2010. See further detail related to intangible assets at Note 9, "Goodwill and Other Intangible Assets."

Restructuring Expense
(in millions)            2011     2010    Change
Restructuring expense   $ 5.5    $ 3.8     44.7 %

Restructuring expenses for the year ended December 31, 2011 totaled $5.5 million compared to $3.8 million in 2010. Crane segment restructuring expenses totaled $3.2 million for the year ended December 31, 2011. These expenses primarily related to the consolidation of certain European operations. Foodservice segment restructuring expenses totaled $2.3 million for the year ended December 31, 2011. These expenses primarily related to plant consolidation efforts in the United States and Europe. See further detail at Note 19, "Restructuring."
Interest Expense & Amortization of Deferred Financing Fees

(in millions)                               2011       2010      Change
Interest expense                          $ 146.7    $ 175.0    (16.2 )%
Amortization of deferred financing fees   $  10.4    $  22.0    (52.7 )%

Interest expenses for the year ended December 31, 2011 totaled $146.7 million versus $175.0 million for the year ended December 31, 2010. The decrease in interest expense of $28.3 million for the year ended December 31, 2011 compared to the year ended December 31, 2010 was due to refinancing of our Senior Credit Facility during the second quarter of 2011, which lowered the associated interest rate paid, and debt reductions in 2011 and 2010. Amortization expense for deferred financing fees was $10.4 million for the year ended December 31, 2011 as compared to $22.0 million in 2010. The decrease in amortization expense for deferred financing fees of $11.6 million was attributable to the write-off of a portion of the deferred financing fees associated with the refinancing in the second quarter of 2011, partially offset by the amortization of new fees associated with the New Senior Credit Facility. See further detail at Note 11,

"Debt."
Loss on Debt Extinguishment
(in millions)                  2011      2010      Change
Loss on debt extinguishment   $ 29.7    $ 44.0    (32.5 )%

Loss on debt extinguishment for the year ended December 31, 2011 totaled $29.7 million compared to $44.0 million in 2010. The loss on debt extinguishment in 2011 was attributable to the write-off of a portion of the deferred financing fees associated with the amendment to the Senior Credit Facility in the second quarter of 2011. The loss on debt extinguishment in 2010 was attributable to the accelerated paydown of Term Loans A and B associated with the Senior Credit Facility. See further detail at Note 11, "Debt."

Other Income (Expense) - Net
(in millions)                   2011      2010     Change
Other income (expense) - net   $ 2.3    $ (9.0 )        *

* Measure not meaningful

Other income (expense), net for the year ended December 31, 2011 was income of $2.3 million versus a loss of $9.0 million for the prior year. The increase of $11.3 million in other income for the year ended December 31, 2011 compared to the year ended December 31, 2010 was due to foreign currency losses in 2010 that did not reoccur at the same level in 2011. Other income in 2011 consisted of interest income and gains from asset sales offset by bank fees and currency losses.

Income Taxes
(in millions)                       2011       2010      Change
Effective annual tax rate           40.1 %    (60.9 )%
Provision for taxes on earnings   $ 13.6     $ 26.2           *

* Measure not meaningful The effective tax rate for the year ended December 31, 2011 was 40.1% compared to negative 60.9% for the year ended December 31, 2010. As the company posted pre-tax losses in 2010, the negative effective tax rate was an expense to the consolidated statement of operations. The effective tax rate in 2010 was unfavorably impacted by the full valuation allowance of $45.6 million on the net deferred tax asset in France. The 2011 and 2010 effective tax rates were favorably impacted by income earned in jurisdictions where the statutory rate was less than 35%. Tax expense for the year ended December 31, 2011 was unfavorably impacted by valuation allowance adjustments on deferred tax assets totaling $12.3 million compared to $52.0 million in 2010. The company recorded a full valuation allowance of $45.6 million on the net deferred tax asset for net operating loss carryforwards in France during the fourth quarter of 2010. During 2011, the company continued to record valuation allowances on the deferred tax assets in France and certain other jurisdictions, as it remained more-likely-than-not that they would not be utilized. See further detail at Note 13, "Income Taxes."

Loss from Discontinued Operations
(in millions)                         2011       2010      Change
Loss from discontinued operations   $ (3.4 )   $ (8.1 )   (58.0 )%

The results from discontinued operations were a loss of $(3.4) million and a loss of $(8.1) million, net of income taxes, for the years ended December 31, 2011 and 2010, respectively. The loss from discontinued operations related . . .