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:   February 4, 2003
 (Date of earliest event reported)
 
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)	(I.R.S. Employer
Identification Number)	

2400 S. 44 th Street, Manitowoc, Wisconsin 54221-0066	
(Address of principal executive offices including zip code)	

 (920) 684-4410
 (Registrant's telephone number, including area code)

Item 5. Other Events
This Current Report on Form 8-K includes the following items:
·	On February 10, 2003, The Manitowoc Company, Inc. (the "company") issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2002. This press release is included as exhibit 99.2 to this report.
·	On February 5, 2003, the company issued a press release announcing the status of a work stoppage by union employees and the status of negotiations with the union. This press release is included as exhibit 99.1 to this report.
·	On February 4, 2003, the company received an amendment and waiver from its lending institutions to its credit agreement dated May 9, 2001 as amended on April 29, 2002. This amendment modifies certain financial covenants that became more restrictive beginning in the fourth quarter of 2002. The company believes these modified covenants will better enable management to achieve the company's business plan and goals in the current economic environment. A copy of the amendment is attached as Exhibit 4 to this filing.

 

SIGNATURES

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

 	THE MANITOWOC COMPANY, INC.	
 	(Registrant)	

DATE:  February 11, 2003	 /s/ Timothy M. Wood                                           	
 	Timothy M. Wood	
	Vice President & Chief Financial Officer	

 
THE MANITOWOC COMPANY, INC.

 EXHIBIT INDEX

TO

FORM 8-K CURRENT REPORT

 Dated as of February 4, 2003

Exhibit No.          	 	
Description                                                            	 	Filed Herewith	
 	 	 	 	 	
4	 	Second Amendment and Waiver to Credit Agreement, dated as of February 4, 2003, among The Manitowoc Company, Inc., as borrower, several lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent.	 	X	
 	 	 	 	 	
99.1	 	Press Release dated February 5, 2003, regarding the union employees at Marinette Marine voting to reject a four-year labor agreement	 	X	
 	 	 	 	 	
99.2	 	Press Release dated February 10, 2003, regarding the earnings of The Manitowoc Company, Inc. for the year and fourth quarter ended December 31, 2002.	 	X	

 
 
SECOND AMENDMENT AND WAIVER
SECOND AMENDMENT AND WAIVER (this "Amendment"), dated as of February 4, 2003, among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the "Borrower"), the lending institutions from time to time party to the Credit Agreement referred to below (the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of May 9, 2001 (as amended, modified and/or supplemented to, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the Lenders wish to grant certain waivers to the Credit Agreement and the parties hereto wish to amend the Credit Agreement, in each case as herein provided;
NOW, THEREFORE, it is agreed:
I.      Amendments and Waivers to Credit Agreement .
1. Section 9.01 of the Credit Agreement is hereby amended by deleting the text "and (xiv)" appearing in the last sentence of said Section and inserting the text ", (xiv) and (xx)" in lieu thereof.
2. Section 9.05 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end clause (xii) of said Section, (ii) inserting the text "above or clause (xiv) below" immediately prior to the text "of this Section 9.05" appearing in clause (xiii) of said Section, (iii) deleting the period at the end of clause (xiii) of said Section and inserting the text "; and" in lieu thereof and (iv) inserting the following new clause (xiv) at the end of said Section:
"(xiv) the Borrower and its Subsidiaries may make transfers of assets to their respective Subsidiaries in accordance with the requirements of Sections 9.02(ix), (x) and (xi).".
3. Section 9.08 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

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

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

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

5. Subject to the immediately succeeding proviso, the Lenders hereby waive any Event of Default arising under Section 10.03 of the Credit Agreement solely as a result of the failure of the Borrower to comply with the covenant contained in Section 9.09 of the Credit Agreement for (and only for) the Test Period ended on the last day of the fiscal quarter of the Borrower ended on December 31, 2002; provided however , that if the Borrower fails to demonstrate compliance with Section 9.09 of the Credit Agreement (as amended hereby) for such Test Period ( i.e. , fails to achieve Consolidated EBITDA of at least $155,000,000 for such Test Period) as set forth in the compliance certificate required to be delivered by the Borrower pursuant to Section 8.01(e) of the Credit Agreement in respect of the fiscal year of the Borrower ended on December 31, 2002, the foregoing waiver shall be deemed rescinded and such failure shall constitute an "Event of Default" for all purposes of the Credit Agreement.
6. Section 9.11 of the Credit Agreement is hereby amended by deleting the table appearing in said Section in its entirety and inserting the following new table in lieu thereof:

" Period	Ratio	
December 31, 2002
   through and including
   December 30, 2003	

4.25:1.00	
December 31, 2003
   through and including
   June 29, 2004	

4.00:1.00	
June 30, 2004
   through and including
   September 29, 2004	

3.75:1.00	
September 30, 2004
   through and including
   December 30, 2004	

3.50:1.00	
December 31, 2004
   through and including
   March 30, 2005	

3.25:1.00	
Thereafter	2.85:1.00".	

7. The Lenders hereby waive any Event of Default arising under Section 10.03 of the Credit Agreement solely as a result of the failure of the Borrower to comply with the covenant contained in Section 9.11 of the Credit Agreement during (and only during) the period commencing on September 30, 2002 and ending on the Second Amendment Effective Date (as defined below); it being understood and agreed, however, that the failure of the Borrower to demonstrate compliance with Section 9.11 of the Credit Agreement (as amended hereby) as at the last day of the fiscal year of the Borrower ended on December 31, 2002 ( i.e. , the failure to demonstrate a Consolidated Total Leverage Ratio of 4.25:1.00 or less as at such day) as set forth in the compliance certificate required to be delivered by the Borrower pursuant to Section 8.01(e) of the Credit Agreement in respect of such fiscal year shall constitute an "Event of Default" for all purposes of the Credit Agreement.
8. Section 9.12 of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 9.12 in lieu thereof:
"9.12 Minimum Consolidated Fixed Charge Coverage Ratio . The Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period ending on the last day of any fiscal quarter of the Borrower (commencing with the Borrower's fiscal quarter ended on December 31, 2002) to be less than 1.50:1.0.".
9. The definition of "Factor" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "General Electric Capital Corporation" appearing in said definition and inserting the text "GMAC" in lieu thereof.
10. The definition of "Factoring Agreement" appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting the text "General Electric Capital Corporation" appearing in said definition and inserting the text "GMAC" in lieu thereof.
11. Section 12 of the Credit Agreement is hereby amended by inserting the following new Section 12.10 after Section 12.09 appearing in said Section:
"12.10   Collateral Matters . (a)  Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.
(b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or disposition thereof in compliance with Section 9.02 or (iii) if approved, authorized or ratified in writing by the Required Lenders (unless such release is required to be approved by all of the Lenders hereunder). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 12.10.
(c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, or consented to in writing by the Required Lenders, or all of the Lenders, as applicable, and upon at least five (5) Business Days' (or such shorter period as is acceptable to the Collateral Agent) prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred, provided , that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse, representation or warranty and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Credit Party or any of its Subsidiaries in respect of) all interests retained by any Credit Party or any of its Subsidiaries, including, without limitation, the proceeds of the sale, all of which shall continue to constitute part of the Collateral.
(d) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent's own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).
(e) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) to the extent the Borrower or any of its Subsidiaries enters into any operating lease which does not cause a violation of the terms of this Agreement, the Collateral Agent is authorized to enter into such disclaimers of a security interest in the assets subject to such operating lease, or such releases or subordinations of the assets subject to such operating lease, as may be reasonably requested by the Borrower or such Subsidiary in connection therewith and (ii) in connection with the incurrence of any Indebtedness permitted to remain outstanding pursuant to Section 9.04(iv), at the reasonable request of the Borrower, the Collateral Agent shall, and is hereby authorized to, enter into such releases or subordinations of security interests in the assets securing such Indebtedness in accordance with the relevant requirements of Section 9.01, all as may be requested by the Borrower. In taking any actions pursuant to the requirements of this Section 12.10(e), the Collateral Agent shall be entitled to rely on a certificate of an officer of the Borrower as to its entitlement to such release, subordination or other action, and shall have no liability in connection therewith.".
12. The Lenders hereby waive any Event of Default that may have arisen pursuant to Section 10.01 of the Credit Agreement or Section 3 of the Consent and Agreement to Credit Agreement, dated as of July 31, 2002, among the Borrower, the Lenders and the Administrative Agent (the "Consent"), solely as result of the failure of the Borrower to apply the Net Sale Proceeds from the sale of the capital stock of Manitowoc Boom Trucks, Inc. (the "Boom Trucks Proceeds") in accordance with the requirements of Sections 4.02(e), (i) and (j) of the Credit Agreement or Section 2(i) of the Consent, as the case may be, so long as (and only so long as) the Borrower uses cash on hand or the proceeds of Revolving Loans (incurred in accordance with the relevant requirements of the Credit Agreement) in an amount equal to the amount of the Boom Trucks Proceeds on the last day of the first Interest Period applicable to any Borrowing of Term Loans to expire after the Second Amendment Effective Date (or, if the Second Amendment Effective Date has not occurred on or prior to February 6, 2003, the Business Day following the Second Amendment Effective Date), to repay Term Loans in accordance with the requirements of Section 4.01(a) of the Credit Agreement.
II.      Miscellaneous Provisions .

2.	In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second Amendment Effective Date, after giving effect this Amendment; and
(b) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

3.	This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

4.	This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

5.	THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

6.	This Amendment shall become effective on the date (the "Second Amendment Effective Date") when each of the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its Notice Office.

7.	The Borrower hereby covenants and agrees, so long as the Second Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 5:00 P.M. (New York time) on February 4, 2003 or (y) the close of business on the Second Amendment Effective Date (such later date, the "Outside Date"), a non-refundable cash amendment fee equal to 0.125% of the sum of (x) its Revolving Loan Commitment as in effect on the Second Amendment Effective Date and (y) the aggregate principal amount of its Term Loans outstanding on the Second Amendment Effective Date, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the Lenders on the second Business Day following the Outside Date.

8.	From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
*        *        *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

THE MANITOWOC COMPANY, INC.	

By   /s/ Carl Laurino                                              	
Title: Treasurer	

DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company),
Individually and as Administrative Agent	
 	
By   /s/ Diane F. Rolfe                                         	
Title: Vice-President	

 
 FAX NEWS RELEASE

 	For further information:	 	
The Manitowoc Company, Inc.	
Timothy M. Wood	
Steven C. Khail	
P.O. Box 66 u Manitowoc WI 54221-0066	Vice President	Director of Investor Relations	
Telephone: 920-684-4410 u Telefax: 920-652-9778	& Chief Financial Officer	& Corporate Communications	
Internet: http://www.manitowoc.com	Direct Dial: 920-652-1767	Direct Dial: 920-652-1713	
 	Email: twood@manitowoc.com	Email: skhail@manitowoc.com	

NEWS for Immediate Release

 UNION EMPLOYEES AT MARINETTE MARINE
VOTE IN FAVOR OF WORK STOPPAGE
Workers reject bargaining committee recommendation to accept four-year labor agreement
MANITOWOC, WI - February 5, 2003 - The Manitowoc Company, Inc., (NYSE: MTW) announced today that approximately 700 employees at its Marinette Marine subsidiary have voted against the recommendation of the union's bargaining committee and have rejected a four-year labor agreement offered by the company. The shipyard workers, who are represented by Boilermaker Union Local 696, initiated a work stoppage at midnight on January 21, 2003. For unspecified reasons, the union's bargaining committee did not present the company's final offer to its members prior to the January 21 work stoppage.
Following a series of meetings with federal mediators, the union's bargaining committee presented a number of modifications to the company's proposed final offer. The union's bargaining committee stated that it would recommend the modified offer to its membership for immediate ratification. The company informed the union that it would accept the bargaining committee's proposal if ratified, but if the proposal was rejected the company would revert to its final offer as presented on January 21.
No further talks have been scheduled between the union bargaining committee and the company. Marinette Marine is continuing to operate with management personnel.
About The Manitowoc Company
The Manitowoc Company, Inc. is the world's largest provider of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, boom trucks, and aerial work platforms. As a leading manufacturer of ice-cube machines, ice/beverage dispensers, and commercial refrigeration equipment, the company offers the broadest line of cold-focused equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the maritime industry.
For further information:
 Thomas G. Musial
Senior Vice President
Human Resources & Administration
920-652-1738
 
 FAX NEWS RELEASE

 	For further information:	 	
The Manitowoc Company, Inc.	
Timothy M. Wood	
Steven C. Khail	
P.O. Box 66 u Manitowoc WI 54221-0066	Vice President	Director of Investor Relations	
Telephone: 920-684-4410 u Telefax: 920-652-9778	& Chief Financial Officer	& Corporate Communications	
Internet: http://www.manitowoc.com	Direct Dial: 920-652-1767	Direct Dial: 920-652-1713	
 	Email: twood@manitowoc.com	Email: skhail@manitowoc.com	

NEWS for Immediate Release
 
MANITOWOC REPORTS RECORD REVENUE
AND STRONG CASH FLOW FOR 2002

Diversified business model helps weather market conditions

MANITOWOC, WI - February 10, 2003 - The Manitowoc Company, Inc. (NYSE: MTW) today reported increased revenues and strong cash flow for the fourth quarter and full year ended December 31, 2002. Net sales for the fourth quarter were $400.4 million, increasing 47 percent from $271.8 million in the fourth quarter last year. Including special items, the company reported a net loss for the quarter of $25.1 million, or a loss of $0.94 per diluted share. Excluding special items, earnings were $5.3 million, or $0.20 per diluted share, compared with $8.6 million, or $0.35 per diluted share, in the fourth quarter of 2001.
Full-year net sales increased 34 percent to $1.41 billion from $1.05 billion in 2001, primarily as a result of the Grove and Potain acquisitions. Including special items, the company reported a net loss of $20.5 million, or $0.80 per diluted share, compared with earnings of $45.5 million, or $1.86 per diluted share, in 2001. Excluding the special items, full-year 2002 earnings were $49.2 million, or $1.91 per diluted share, compared with $1.99 in 2001 before extraordinary items.
Special items in the fourth quarter included a $25.5-million provision for discontinued operations, net of tax, principally for loss on the sale of Manitowoc Boom Trucks, Inc., and a $7.7-million provision for restructuring the Crane operations pursuant to the company's integration plan ($4.9 million, net of tax).
Full-year special items include the above along with a $36.8-million charge, net of tax, related to a change in accounting for goodwill and a $3.9-million provision for Multiplex closure and consolidation costs ($2.5 million, net of tax).
"In 2002, our diversified business model helped us achieve strong revenue growth and generate over $98 million in cash from continuing operations," said Terry D. Growcock, chairman and chief executive officer. "The economy and certain of our markets have been a challenge. We're experiencing some pressure in our Crane segment. However, our Foodservice and Marine segments achieved both revenue and operating earnings increases."
- more -
 
Other 2002 highlights include:
·	Double-digit sales increases in all segments;
·	Healthy cash from continuing operations of $98 million;
·	Positive EVA despite expected dilution from Potain and Grove acquisitions;
·	Growth in sales, earnings, and market share in ice and beverage businesses driven by new products;
·	Completion of the Grove Worldwide acquisition, a leading manufacturer of mobile telescopic cranes;
·	Implementation of a comprehensive integration and reorganization plan within Manitowoc's Crane segment;
·	Growth in North American market share for the lattice-boom, tower and mobile telescopic crane product lines; and
·	Delivery of two double-hull tank barges and two Coast Guard buoy tenders.

Fourth-Quarter Business Segment Results
Net sales in the Crane segment increased 70 percent to $233.0 million, as the Grove acquisition more than offset a decline in crawler crane sales. Operating earnings before amortization and restructuring charges declined 54 percent to $8.2 million. Total Crane segment backlog stood at $133.8 million at the end of 2002.
"Declining demand for crawler cranes adversely affected earnings and operating margins throughout the fourth quarter," said Growcock. "Worldwide demand for tower cranes and other lifting solutions remained strong. This somewhat offset the crawler crane decline and showed the strength of our strategy to create both geographic and product diversity. As we move into 2003, we will continue to align our crane businesses to take advantage of cross-selling opportunities as well as purchasing, operations, and distribution efficiencies. We are well on our way to achieving our goal to create one, unified, world-class crane organization to serve customers efficiently around the world," continued Growcock.

Net sales for the Foodservice segment increased 16 percent to $105.0 million, and operating earnings increased 4 percent to $11.7 million, due to the variety of new products introduced during year as well as aggressive consolidation and cost-reduction efforts. Results were particularly strong in the ice and beverage businesses. An amended contract, signed in the fourth quarter, has resolved the principal issues which adversely impacted Diversified Refrigeration's results in 2002.

Net sales for the Marine segment increased 40 percent to $62.4 million, and operating earnings increased 10 percent to $3.9 million, due to increased new construction. Repair work activity remained slow in the fourth quarter. "The repair work that we expected during the fourth quarter will now occur during the first quarter of 2003, as many ships continued to sail on the Great Lakes over the winter," added Growcock.
Strategic Update
"Over the past two years, Manitowoc has invested approximately $575 million in the acquisitions of Potain and Grove," explained Growcock. "Since that time, demand, particularly for U.S. crawler crane applications, has softened. This has not diminished the strategic advantages we've attained from these acquisitions. Principal among these are the ability to cross-market a wider range of products across a broader geographic area as well as the opportunity to become a high-quality, low-cost producer via operating synergies focused on best practices. In some ways, the current landscape has intensified our focus and effort in each of these pursuits. Manitowoc is also fortunate in the success of its diversified business model. With Foodservice and Marine, we have two businesses that continue to generate strong earnings and cash flow to support our Crane integration program."
Future Guidance
"We believe that 2003 will begin slowly and improve modestly in the second half," stated Growcock. "We expect that the same economic and market issues that affected the construction and crane industry in 2002 will persist in 2003. Conversely, we believe our Foodservice business should outpace the industry. We project consolidated sales for 2003 to grow approximately 20 percent. This is due primarily to a full year effect of Grove and growth in Foodservice. Internal sales for 2003 are expected to be flat compared to 2002 for the full year. We are targeting a full-year EPS range that's flat to 10 percent ahead of 2002 before special items. We will also continue to focus on our proven strategies of operational excellence and new-product development. By aggressively pursuing these initiatives, Manitowoc will be strongly positioned to excel when our markets and the economy improve."
Conference Call Information
The Manitowoc Company will host a conference call today, February 10, at 10:00 a.m., Eastern Time. The call will also be broadcast live, via the Internet, at Manitowoc's Web site: http://www.manitowoc.com.
About The Manitowoc Company
The Manitowoc Company, Inc. is the world's largest provider of lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes, boom trucks, and aerial work platforms. As a leading manufacturer of ice-cube machines, ice/beverage dispensers, and commercial refrigeration equipment, the company offers the broadest line of cold-focused equipment in the foodservice industry. In addition, the company is a leading provider of shipbuilding, ship repair, and conversion services for government, military, and commercial customers throughout the maritime industry.

Forward-looking Statements 
Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. Potential factors could cause actual results to differ materially from those expressed or implied by such statements. These statements and potential factors include, but are not limited to, those relating to:
·	Manitowoc's anticipated revenue gains, margin improvements, and cost savings,
·	new foodservice and crane product introductions,
·	foreign currency fluctuations,
·	the risks associated with growth,
·	geographic factors and political and economic risks,
·	added financial leverage resulting from acquisitions,
·	actions of company competitors,
·	changes in economic or industry conditions generally or in the markets served by our companies,
·	Great Lakes water levels,
·	steel industry conditions,
·	work stoppages and labor negotiations,
·	the ability of our customers to receive financing, and
·	the ability to complete and appropriately integrate acquisitions, strategic alliances, and joint ventures.
Information on the potential factors that could affect the company's actual results of operations is included in its filings with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

 Company contact:
Timothy Wood
Vice President
& Chief Financial Officer
920-652-1767