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

FORM 10-Q

[X]		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended ~~September 30, 2001~~March 31, 2002

[ ]		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to ___________

Commission File Number
1-11978

The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)

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

500 S. 16th Street, Manitowoc, Wisconsin	54221-0066
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ( X ) No ( )

The number of shares outstanding of the Registrant's common stock, $.01 par value, as of ~~September 30, 2001,~~March 31, 2002, the most recent practicable date, was ~~24,273,605.~~24,073,787.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE MANITOWOC COMPANY, INC.
Consolidated Statements of Earnings
For the ~~Quarter and Nine~~Three Months Ended ~~September 30,~~March 31, 2002 and 2001 ~~and 2000~~
(Unaudited)
(In thousands, except per-share and average shares data)

Quarter Ended
              September 30
Nine Months Ended
               September 30
      2001
      2000
      2001
      2000
Net sales
$
301,011
$
214,531
$
828,596
$
663,950
Costs and expenses:
     Cost of sales
222,873
158,874
614,654
481,509
     Engineering, selling and administrative expenses
40,891
29,289
112,196
84,849
     Amortization expense
          3,476
            2,087
            8,943
          6,074
          Total costs and expenses
      267,240
        190,250
        735,793
      572,432
Earnings from operations
33,771
24,281
92,803
91,518
Other income (expense):
     Interest expense
(12,362
)
(4,000
)
(25,302
)
(10,450
)
     Other expenses, net
            (677
)
             (604
)
          (1,217
)
         (1,360
)
          Total other income (expense)
       (13,039
)
          (4,604
)
        (26,519
)
       (11,810
)
Earnings before taxes on income and
   extraordinary loss
20,732
19,677
66,284
79,708
Provision for taxes on income
         8,293
           7,379
          26,040
        29,890
Earnings before extraordinary loss
12,439
12,298
40,244
49,818
Extraordinary loss on debt extinguishment,
   net of income tax benefit of $2,216

                  -

                   -

          (3,324

)

                  -
Net earnings
$
12,439
$
12,298
$
36,920
$
49,818
Basic earnings per share before extraordinary loss
$
0.51
$
0.50
$
1.66
$
1.99
Extraordinary loss, net of income tax benefit
                  -
                   -
            (0.14
)
                  -
Basic earnings per share
$
0.51
$
0.50
$
1.52
$
1.99
Diluted earnings per share before extraordinary loss
$
0.51
$
0.50
$
1.64
$
1.98
Extraordinary loss, net of income tax benefit
                  -
                   -
            (0.13
)
                  -
Diluted earnings per share
$
0.51
$
0.50
$
1.51
$
1.98
Dividends per share
$
-
$
0.075
$
0.075
$
0.225
Weighted average shares outstanding - basic
24,273,605
24,638,599
24,268,412
25,069,860
Weighted average shares outstanding - diluted
24,522,524
24,684,739
24,539,425
25,154,226

		Three Months Ended March 31,
		2002		2001

Net sales	$	301,345	$	229,351

Costs and expenses:
Cost of sales		231,360		173,321
Engineering, selling and administrative expenses		44,773		33,686
Amortization expense		587		2,315
Plant consolidation costs		3,900		--
Total costs and expenses		280,620		209,322

Earnings from operations		20,725		20,029

Other expense:
Interest expense		(10,626	)	(4,096	)
Other income (expense), net		705		(115	)
Total other expense		(9,921	)	(4,211	)

Earnings before taxes on income		10,804		15,818

Provision for taxes on income		4,214		5,948

Net earnings	$	6,590	$	9,870

Basic earnings per share	$	0.27	$	0.41

Diluted earnings per share	$	0.27	$	0.40

Dividends per share	$	--	$	0.075

Weighted average shares outstanding - basic		24,283,661		24,262,313
Weighted average shares outstanding - diluted		24,783,860		24,543,198

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

THE MANITOWOC COMPANY, INC.
Consolidated Balance Sheets
As of ~~September 30, 2001~~March 31, 2002 and December 31, ~~2000~~2001
(In thousands, except share data)

Assets		September 30, 2001 (Unaudited)		December 31, 2000			March 31, 2002 (Unaudited)		December 31, 2001
Current Assets:
Cash and cash equivalents	$	39,334	$	13,983		$	27,418	$	23,581
Marketable securities		2,125		2,044			2,177		2,151
Accounts receivable		166,503		88,231
Inventories		150,992		91,178
Accounts receivable - net							171,988		141,211
Inventories - net							135,558		123,056
Deferred income taxes							27,671		28,346
Other current assets		9,884		7,479			16,439		12,745
Future income tax benefits		26,674		20,592
Total current assets		395,512		223,507			381,251		331,090

Intangible assets - net		524,490		308,751
Goodwill - net							427,307		507,816
Other intangible assets - net							84,228		--
Property, plant and equipment - net							170,559		175,384
Other non-current assets		42,745		10,332			59,183		66,522
Property, plant and equipment - net		176,258		99,940
Total assets	$	1,139,005	$	642,530		$	1,122,528	$	1,080,812

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	287,440	$	144,713		$	259,552	$	236,131
Current portion of long-term debt		44,023		270			27,600		31,087
Short-term borrowings		-		81,000			31,391		10,961
Product warranties		16,352		13,507			18,092		17,982
Total current liabilities		347,815		239,490			336,635		296,161

Non-Current Liabilities:
Long-term debt, less current portion		462,686		137,668			444,387		446,522
Postretirement health benefit obligations		23,864		20,341
Postretirement health and other benefit obligations							23,479		23,071
Other non-current liabilities		39,044		11,262			39,955		51,263
Total non-current liabilities		525,594		169,271			507,821		520,856

Commitments and contingencies (see Note 4)
Stockholders' Equity:
Common stock (36,746,482 shares issued)		367		367			367		367
Additional paid-in capital		31,657		31,602			31,797		31,670
Accumulated other comprehensive loss		(5,919	)	(2,569	)		(3,462	)	(3,937	)
Retained earnings		369,461		334,433			379,214		372,623
Treasury stock, at cost
(12,472,877 and 12,487,019 shares)		(129,970	)	(130,064	)
(12,672,695 and 12,693,397 shares)							(129,844	)	(136,928	)
Total stockholders' equity		265,596		233,769			278,072		263,795
Total liabilities and stockholders' equity	$	1,139,005	$	642,530		$	1,122,528	$	1,080,812

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

THE MANITOWOC COMPANY, INC.
Consolidated Statements of Cash Flows
For the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2002 and 2001 ~~and 2000~~
(Unaudited)
(In thousands)

		Nine Months Ended September 30,					Three Months Ended March 31,
		2001		2000			2002		2001
Cash Flows from Operations:
Net earnings	$	36,920	$	49,818		$	6,590	$	9,870
Adjustments to reconcile net earnings to net cash provided by operations:
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Depreciation		16,218		7,360			6,542		2,893
Amortization of goodwill		8,943		6,074
Amortization							587		2,315
Amortization of deferred financing fees		1,420		504			960		45
Extraordinary loss on early extinguishment of debt, net of income tax benefit		3,324		- -
Deferred income taxes							697		--
Plant relocation costs							3,900		--
(Gain) loss on sale of property, plant and equipment		(338	)	227			(1,943	)	64
Changes in operating assets and liabilities
excluding the effects of business acquisitions:
Changes in operating assets and liabilities,
excluding effects of business acquisitions:
Accounts receivable		(5,585	)	(5,846	)		(30,777	)	16,501
Inventories		1,492		(841	)		(12,190	)	(10,640	)
Other current assets		9,180		1,608			(3,695	)	(3,349	)
Non-current assets		(32,361	)	(1,393	)		5,090		(7,125	)
Current liabilities		47,153		11,930			27,064		143
Non-current liabilities		(885	)	(3	)		(3,846	)	360
Net cash provided by operations		85,481		69,438
Net cash provided by (used for) operations							(1,021	)	11,077

Cash Flows from Investing:
Business acquisitions - net of cash acquired		(284,759	)	(50,599	)		(4,017	)	--
Capital expenditures		(17,417	)	(10,446	)		(6,990	)	(5,336	)
Proceeds from sale of property, plant, and
equipment		487		3,420
Purchase of temporary investments - net		(81	)	(94	)
Proceeds from sale of property, plant and equipment							5,771		22
Purchase of marketable securities							(26	)	(27	)
Net cash used for investing		(301,770	)	(57,719	)		(5,262	)	(5,341	)

Cash Flows from Financing:
Proceeds from long-term borrowings		345,116		-
Proceeds from senior subordinated notes		156,118		-
Payments on long-term borrowings		(157,489	)	(32	)
Proceeds (payments) on short-term borrowings - net		(79,382	)	38,317
Debt issuance costs		(21,023	)	-
Proceeds from long-term debt							--		2,669
Payments on long-term debt							(4,065	)	--
(Payments) proceeds from revolver borrowings - net							14,100		(12,329	)
Dividends paid		(1,893	)	(5,618	)		--		(1,791	)
Options exercised		148		363
Treasury stock purchased		-		(41,498	)
Exercises of stock options							232		--
Net cash provided by (used for) financing		241,595		(8,468	)		10,267		(11,451	)

Effect of exchange rate changes on cash		45		(62	)		(147	)	(82	)

Net increase in cash and cash equivalents		25,351		3,189
Net increase (decrease) in cash and cash equivalents							3,837		(5,797	)

Balance at beginning of period		13,983		10,097			23,581		13,983
Balance at end of period	$	39,334	$	13,286		$	27,418	$	8,186

Supplemental cash flow information:
Interest paid	$	15,696	$	8,748		$	5,920	$	3,786
Income taxes paid	$	4,612	$	30,511		$	2,863	$	2,632

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

THE MANITOWOC COMPANY, INC.
Consolidated Statements of Comprehensive Income
For the ~~Quarter and Nine~~Three Months Ended ~~September 30,~~March 31, 2002 and 2001 ~~and 2000~~
(Unaudited)
(In thousands)

		Quarter Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2001		2000		2001		2000			2002		2001

Net earnings	$	12,439	$	12,298	$	36,920	$	49,818		$	6,590	$	9,870

Other comprehensive income (loss):
Hedging activities - net of income taxes		(1,562	)	-		(1,773	)	-
Derivative instrument fair market value adjustment - net of income taxes											596		(211	)
Foreign currency translation adjustments		3,956		(476	)	(1,577	)	(1,230	)		(121	)	329

Total other comprehensive income (loss)		2,394		(476	)	(3,350	)	(1,230	)		475		118

Comprehensive income	$	14,833	$	11,822	$	33,570	$	48,588		$	7,065	$	9,988

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

THE MANITOWOC COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements
For the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2002 and 2001 ~~and 2000~~

1. Accounting Policies

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the results of operations, cash flows and comprehensive income for the ~~quarters and nine~~three months ended ~~September 30,~~March 31, 2002 and 2001 ~~and 2000~~ and the financial position at ~~September 30, 2001.~~March 31, 2002. The interim results are not necessarily indicative of results for a full year and do not contain information included in the company's annual consolidated financial statements and notes for the year ended December 31, ~~2000.~~2001. The consolidated balance sheet as of December 31, ~~2000~~2001 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the company's latest annual report.

~~Net sales for the quarter and nine months ended September 30, 2000 have been restated to reflect the adoption of EITF~~
99-19, "Reporting Revenues Gross as a Principal versus Net as an Agent." The impact of this restatement was to reclassify costs formerly reported as a component of net sales to cost of goods sold. The amounts reclassified were $3,684 and $11,826 for the third quarter and nine-month period ended September 30, 2000, respectively.

All dollar amounts, except per share amounts, are in thousands of dollars throughout these notes unless otherwise indicated.

Certain prior period amounts have been reclassified to conform to the current period presentation.

2. Acquisitions

During March 2002, the company executed a definitive agreement to acquire Grove Investors, Inc. (Grove). Grove is a leading provider of mobile hydraulic cranes, truck mounted cranes and aerial work platforms for the global market. Grove's products are used in a wide variety of applications by commercial and residential building contractors as well as by industrial, municipal and military end users. Grove's products are marketed to independent equipment rental companies and directly to end users under the brand names Grove Crane, Grove Manlift, and National Crane. In the fiscal year ended September 30, 2001, Grove reported revenues of approximately $718 million. The acquisition is valued at approximately $270 million. In exchange for the outstanding shares of Grove common stock, we would issue approximately 2,000,000 shares of Manitowoc common stock priced as an average market price defined in the definitive agreement. We also would assume or refinance approximately $188.4 million of Grove debt. W hile we have a bank commitment which would permit us to refinance the debt, we have not yet determined whether we will use that commitment or alternative sources of financing.

The transaction is subject to a number of conditions, including Grove shareholder approval and regulatory approvals. In April 2002, the Antitrust Division of the U.S. Department of Justice made a formal request for additional information needed for its assessment of this pending transaction. We are not able to make any predictions as to whether, and if so when and under what conditions, the Justice Department may approve this transaction. We plan to close the transaction shortly after all conditions to regulatory approval are satisfied, the transaction is approved by Grove's shareholders and other conditions are met. However, we cannot assure whether or when the transaction will close.

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

As of March 31, 2002, we estimate the excess of the cost over fair value of the net assets that we acquired from Potain is $207.3 million. During the first quarter of 2002, the excess of the cost over fair value for this acquisition was allocated to specific intangible assets. Based upon a third party appraisal report, the preliminary allocation is as follows: $53.0 million to trademarks and tradenames with an indefinite life; $17.5 million to patents with a 15-year life; $8.8 million to engineering drawings with a 15-year life; $5.0 million to an in-place distribution network with an indefinite life; and the remaining $123.0 million to goodwill with an indefinite life. The final determination of goodwill will be dependent upon finalization of a third party appraisal of tangible assets acquired. The final determination of goodwill should be completed during the second quarter of 2002.

The following unaudited pro forma financial information for the three months ended March 31, 2001 assumes the 2001 acquisition of Potain occurred as of January 1, 2001.

Three Months Ended
March 31, 2001
Net sales
$
303,938
Earnings before income taxes
$
11,078
Net earnings
$
6,536
Basic earnings per share
$
0.27
Diluted earnings per share
$
0.27

3. Inventories

The components of inventory at ~~September 30, 2001~~March 31, 2002 and December 31, ~~2000~~2001 are summarized as follows:

		Sept. 30, 2001		Dec. 31, 2000			March 31, 2002		Dec. 31, 2001
Components:
Raw materials	$	52,266	$	33,935		$	48,617	$	44,302
Work-in-process		52,026		32,914			41,845		35,517
Finished goods		68,211		45,880			64,351		62,798

Total inventories at FIFO costs		172,503		112,729			154,813		142,617

Excess of FIFO costs over LIFO value		(21,511	)	(21,551	)		(19,255	)	(19,561	)

Total inventories	$	150,992	$	91,178		$	135,558	$	123,056

Inventory is carried at lower of cost or market using the first-in, first-out (FIFO) method for ~~76%~~73% and ~~57%~~79% of total inventory at ~~September 30, 2001~~March 31, 2002 and December 31, ~~2000,~~2001, respectively. The remainder of the inventory is costed using the last-in, first-out (LIFO) method.

4. Stockholders' Equity

Effective January 1, 2002, the company amended its deferred compensation plan to provide plan participants the ability to direct deferrals and company matching contributions into two separate investment programs, Program A and Program B. The investment assets in Programs A and B are held in two separate Rabbi Trusts. Program A invests solely in the company's stock, dividends paid on the company's stock are automatically reinvested, and all distributions must be made in company stock. Program B offers a variety of investment options but does not include company stock as an investment option. All distributions from Program B must be made in cash. Participants cannot transfer assets between programs. As a result of this amendment, the company reclassified approximately $7 million from other non-current liabilities to a contra equity account which offsets treasury stock.

3.5. Contingencies and Significant Estimates

The United States Environmental Protection Agency ("EPA") has identified the company as a ~~potentially responsible party~~Potentially Responsible Party ("PRP") under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), liable for the costs associated with investigating and cleaning up contamination at the Lemberger Landfill Superfund Site (the "Site") near Manitowoc, Wisconsin.

Approximately 150 PRP's have been identified as having shipped substances to the Site. Eleven of the potentially responsible parties ~~including the company,~~ have formed a group (the Lemberger Site Remediation Group, or ~~LSRG)~~"LSRG") and have successfully negotiated with the EPA and the Wisconsin Department of Natural Resources to settle the potential liability at the Site and fund the cleanup.

Recent estimates indicate that the remaining costs to clean up the Site are nominal. However, the ultimate allocation of costs for the Site is not yet final. Although liability is joint and several, the company's percentage share of liability is estimated to be 11% of the total cleanup costs. Prior to December 31, 1996, the company accrued $3.3 million in connection with this matter. Expenses charged against this reserve during the ~~third quarter and~~ first ~~nine~~three months of ~~2001~~2002 and ~~2000 in connection with this matter~~2001 were not significant. Remediation work at the Site has been substantially completed, with only long-term pumping and treating of ground water and Site maintenance remaining. The company's remaining estimated liability for this matter, included in other current and non-current liabilities at ~~September 30, 2001,~~March 31, 2002, is ~~$1.2~~$0.9 million.

As of ~~September 30, 2001,~~March 31, 2002, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retentions of $0.1 million for Potain ~~Crane~~crane accidents; $1.0 million for all other ~~Crane~~crane accidents; $1.0 million for Foodservice accidents occurring during 1990 to 1996; and $0.1 million for Foodservice accidents occurring during 1997 to ~~2001.~~present. The insurer's annual contribution is limited to $50.0 million.

Product liability reserves included in accounts payable and accrued expenses at ~~September 30, 2001~~March 31, 2002 were ~~$10.5~~$12.1 million; ~~$4.5~~$5.6 million reserved specifically for the cases referenced above, and ~~$6.0~~$6.5 million for claims incurred but not reported which were estimated using actuarial methods. As of ~~September 30, 2001,~~March 31, 2002, the highest current reserve for an insured claim is ~~$0.9~~$0.4 million. Based on the company's experience in defending itself against product liability claims, management believes the current reserves are adequate for estimated settlements on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and the solvency of insurance carriers.

At March 31, 2002 and December 31, 2001, the company had reserved $25.1 million and $24.8 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Consolidated Balance Sheet. Certain warranty and other related claims involve matters in dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently, a material warranty issue can arise which is beyond the scope of the company's historical experience.

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

The company is also involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsel's evaluation of such actions, and the liabilities accrued with respect to such matters, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the consolidated financial statements of the company.

~~4. Stockholders' Equity~~

The board of directors of the company previously authorized the repurchase of up to 2.5 million shares of common stock at management's discretion. As of September 30, 2001, the company had purchased approximately 1.9 million shares at a cost of $49.8 million pursuant to this authorization. There were no common stock repurchases made during the first nine months of 2001.

In February 2001, the board of directors adopted a resolution to pay cash dividends annually rather than quarterly. The board of directors also resolved that it would determine the amount and timing of the annual dividend at its regular fall meeting each year. On October 22, 2001, the board of directors declared a common stock dividend of 22.5 cents per share, payable on December 7, 2001. This dividend, combined with the 7.5 cents per share dividend declared in February 2001, will bring the total dividends to be paid in 2001 to 30 cents per share.

5.6. Earnings Per Share

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

Quarter Ended
              September 30
Nine Months Ended
             September 30
       2001
      2000
      2001
      2000
Earnings:
   Earnings from continuing operations
$
12,439
$
12,298
$
40,244
$
49,818
   Extraordinary loss from debt extinguishment, net
                   -
                  -
         (3,324
)
                  -
   Net earnings
$
12,439
$
12,298
$
36,920
$
49,818
Basic weighted average common shares outstanding
24,269,153
24,638,599
24,265,752
25,069,860
Effect of dilutive securities - stock options
        253,371
        46,140
      273,673
        84,366
Diluted weighted average common shares outstanding
24,522,524
24,684,739
24,539,425
25,154,226
Basic earnings per share:
   Earnings from continuing operations
$
0.51
$
0.50
$
1.66
$
1.99
   Extraordinary loss from debt extinguishment, net
                   -
                  -
           (0.14
)
                  -
   Net earnings
$
0.51
$
0.50
$
1.52
$
1.99
Diluted earnings per share:
   Earnings from continuing operations
$
0.51
$
0.50
$
1.64
$
1.98
   Extraordinary loss from debt extinguishment, net
                   -
                  -
           (0.13
)
                  -
   Net earnings
$
0.51
$
0.50
$
1.51
$
1.98

		Three Months Ended March 31,
		2002		2001

Net earnings	$	6,590	$	9,870

Basic weighted average common shares outstanding		24,283,661		24,262,313
Effect of dilutive securities - stock options		500,199		280,885
Diluted weighted average common shares outstanding		24,783,860		24,543,198

Basic earnings per share	$	0.27	$	0.41

Diluted earnings per share	$	0.27	$	0.40

~~6. Long-term Debt~~

During the second quarter of 2001, in connection with the company's acquisition of Potain SA (see Note 7), the company restructured its long-term debt by entering into a $475 million senior credit facility (the "Senior Credit Facility")7. Goodwill and ~~issuing Euro 175 million (U.S. $156 million, as of May 9, 2001) aggregate principal amount of the company's 10-3/8% Senior Subordinated Notes due 2011 (the "Notes").~~

The Senior Credit Facility, comprised of a $125 million revolving credit facility and term loans aggregating $350 million, requires the company to meet specified financial tests, including various debt and cash flow ratios, and contains customary covenants, including covenants that limit the company's and its subsidiaries' ability to prepay principal, redeem or repurchase the Notes, incur additional debt, merge with other entities, make acquisitions, pay dividends, make distributions, repurchase capital stock, make investments or advances, create or become subject to liens and make capital expenditures.

Borrowings under the Senior Credit Facility bear interest at a rate equal to the sum of the base rate or a Eurodollar rate plus an applicable margin, which is based on the company's consolidated leverage ratio. The company will also pay agency fees and commitment fees on the unused portion of the Senior Credit Facility.

The Notes are unsecured obligations of the company, ranking subordinate in right of payment to all senior debt of the company and are fully and unconditionally guaranteed by the company's domestic subsidiaries (the "Guarantor Subsidiaries"). The Notes include covenants similar to the Senior Credit Facility described above.Other Intangible Assets

In connection with its long-term debt restructuring, the company incurred an extraordinary loss of $3,324 (net of income tax benefit of $2,216) resulting from a prepayment penalty due to the payment of its then existing credit facilities and the write-off of the related unamortized financing fee.

The company enters into interest rate swap agreements to reduce the impact of changes in interest rates on its floating rate debt. As of September 30, 2001, the company had outstanding two interest rate swap agreements, having a total notional principal amount of $187.5 million. The interest rate swaps are designated as a cash flow hedge instrument based upon the criteria established by SFAS No. 133. For a derivative designated as a cash flow hedge, the effective portion of the derivative's gain or loss due to a change in fair value is initially recorded as a component of other comprehensive income and subsequently reclassified into earnings when the hedged exposure affects earnings. The fair value of these arrangements, which represents the costs to settle these contracts, approximates a loss of $1.8 million at September 30, 2001.

~~7. Acquisition of Potain and Subsidiary Guarantors~~

On May 9, 2001, the company, through its subsidiary Manitowoc France SAS, acquired from Legris Industries SA all of the outstanding capital stock of Potain SA ("Potain") for $307.1 million, subject to a post-closing adjustment for Potain's net income from January 1, 2001 through the closing date. Potain is a leading designer, manufacturer and supplier of tower cranes for the building and construction industry.

The acquisition of Potain, whose operations are included in the company's financial statements as of May 9, 2001, has been recorded using the purchase method of accounting. The cost of the acquisition has been allocated on the basis of the estimated fair values of the assets acquired and liabilities assumed. The preliminary estimate of the excess of the cost over the fair value of the net assets acquired is $194.8 million, the amortization of which will cease effective January 1, 2002 (see Note 8). Pro forma consolidated net sales, net earnings, basic earnings per share and diluted earnings per share were $929.1 million, $28.1 million, $1.16 and $1.14, respectively, for the nine-month period ended September 30, 2001. The pro forma financial information assumes the Potain acquisition occurred on January 1, 2001. Comparable prior year nine-month pro forma information is not available as the Potain books and records were maintained under French GAAP, however, U.S. GAAP reconciled net sales and net income f or Potain for the year ended December 31, 2000 were $260.0 million and $15.8 million, respectively.

The following condensed consolidating financial statements illustrate the composition of The Manitowoc Company, Inc. ("Parent"), the Guarantor Subsidiaries and the company's non-domestic subsidiaries ("Non-Guarantor Subsidiaries") for the balance sheet as of September 30, 2001, the statement of earnings for the quarter and nine-month period ended September 30, 2001 and the statement of cash flows for the nine-months ended September 30, 2001. Separate financial statements of the respective Guarantor Subsidiaries are not provided because the company believes separate financial statements would not provide additional information that would be useful in assessing the financial condition of the Guarantor Subsidiaries.

~~The Manitowoc Company, Inc.~~
~~Condensed Consolidating Statement of Earnings~~
~~For the Quarter Ended September 30, 2001~~
~~(Unaudited)~~
~~(In thousands)~~

Guarantor
Non-Guarantor

Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
Net sales
$
-
$
227,463
$
73,548
$
-
$
301,011
Costs and expenses:
   Cost of sales
-
167,634
55,239
-
222,873
   Engineering, selling and administrative
2,887
28,055
9,949
-
40,891
   Amortization expense
           21
           2,203
            1,252
                     -
             3,476
        Total costs and expenses
      2,908
       197,892
          66,440
                     -
         267,240
Earnings (loss) from operations
(2,908
)
29,571
7,108
-
33,771
Other income (expense):
   Interest expense
(11,238
)
(357
)
(767
)
-
(12,362
)
   Management fee income (expense)
3,384
(3,384
)
-
-
-
   Other expense - net
        (314
)
             (124
)
             (239
)
                     -
               (677
)
        Total other income (expense)
(8,168
)
(3,865
)
(1,006
)
-
(13,039
)
Earnings before taxes on income and
  equity in earnings of subsidiaries

(11,076

)

25,706

6,102

- -

20,732
Provision (benefit) for taxes on income
     (4,075
)
      9,556
2,812
            -
8,293
Equity in earnings of subsidiaries
    19,440
                   -
                   -
          (19,440
)
                     -
Net earnings
$
12,439
$
16,150
$
3,290
$
(19,440
)
$
12,439

~~The Manitowoc Company, Inc.~~
~~Condensed Consolidating Statement of Earnings~~
~~For the Nine Months Ended September 30, 2001~~
~~(Unaudited)~~
~~(In thousands)~~

Guarantor
Non-Guarantor

Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
Net sales
$
-
$
697,341
$
131,255
$
-
$
828,596
Costs and expenses:
   Cost of sales
-
515,359
99,295
-
614,654
   Engineering, selling and administrative
9,033
86,043
17,120
-
112,196
   Amortization expense
         315
           6,662
            1,966
                     -
             8,943
        Total costs and expenses
      9,348
       608,064
        118,381
                     -
         735,793
Earnings (loss) from operations
(9,348
)
89,277
12,874
-
92,803
Other income (expense):
   Interest expense
(23,030
)
(1,505
)
(767
)
-
(25,302
)
   Management fee income (expense)
10,207
(10,207
)
-
-
-
   Other expense - net
        (698
)
             (238
)
             (281
)
                     -
            (1,217
)
        Total other income (expense)
(13,521
)
(11,950
)
(1,048
)
-
(26,519
)
Earnings before taxes on income, equity
in earnings of subsidiaries and
extraordinary loss

(22,869

)

77,327

11,826

- -

66,284
Provision (benefit) for taxes on income
(8,542
)
29,110
5,472
            -
26,040
Equity in earnings of subsidiaries
    54,571
                   -
                   -
          (54,571
)
                     -
Earnings before extraordinary loss
40,244
48,217
6,354
(54,571
)
40,244
Extraordinary loss on debt
  extinguishment, net of income tax
  benefit of $2,216

     (3,324

)

                   -

                   -

                     -

            (3,324

)
Net earnings
$
36,920
$
48,217
$
6,354
$
(54,571
)
$
36,920

~~The Manitowoc Company, Inc.~~
~~Condensed Consolidating Statement of Balance Sheet~~
~~as of September 30, 2001~~
~~(Unaudited)~~
~~(In thousands)~~

Non-
Guarantor
Guarantor
   Parent
Subsidiaries
Subsidiaries
Eliminations
Consolidated
Assets
Current Assets:
   Cash and cash equivalents
$
25,874
$
(2,260
) $
15,720
$
-
$
39,334
   Marketable securities
2,125
-
-
-
2,125
   Accounts receivable
273
91,539
74,691
-
166,503
   Inventories
-
75,754
75,238
-
150,992
   Other current assets
80
8,051
1,753
-
9,884
   Future income tax benefits
      21,912
                    -
              4,762
                     -
           26,674
        Total current assets
50,264
173,084
172,164
-
395,512
Intangible assets - net
20,955
304,156
199,379
-
524,490
Other non-current assets
2,943
26,593
13,209
-
42,745
Property, plant and equipment - net
4,789
95,282
76,187
-
176,258
Equity in affiliates
    928,368
                    -
                      -
        (928,368
)
                     -
        Total assets
$
1,007,319
$
599,115
$
460,939
$
   (928,368
) $
1,139,005
Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts payable and accrued expenses
$
40,323
$
153,727
$
93,390
$
-
$
287,440
   Current portion long-term debt
37,020
-
7,003
-
44,023
   Short-term borrowings
-
-
-
-
-
   Product warranties
                -
           14,201
              2,151
                     -
           16,352
        Total current liabilities
77,343
167,928
102,544
-
347,815
Non-Current Liabilities:
   Long-term debt, less current portion
450,919
-
11,767
-
462,686
   Postretirement health benefits obligation
1,054
19,781
3,029
-
23,864
   Intercompany payable/(receivable) - net
206,391
(219,072
)
12,681
-
-
   Other non-current liabilities
        6,016
             5,047
            27,981
                     -
           39,044
        Total non-current liabilities
664,380
(194,244
)
55,458
-
525,594
Stockholders' Equity
    265,596
         625,431
          302,937
        (928,368
)
         265,596
        Total liabilities and
           stockholders' equity

$

1,007,319

$

599,115

$

460,939

$

(928,368

) $

1,139,005

~~The Manitowoc Company, Inc.~~
~~Condensed Consolidating Statement of Cash Flows~~
~~For the Nine Months Ended September 30, 2001~~
~~(Unaudited)~~
~~(In thousands)~~

Non-
Guarantor
Guarantor
Parent
Subsidiaries
Subsidiaries
Consolidated
Net cash provided by (used in) operations
$
72,739
$
2,331
$
10,411
$
85,481
Cash Flows from Investing:
     Business acquisitions - net of cash acquired
--
(955
)
(283,804
)
(284,759
)
     Capital expenditures
(1,318
)
(8,863
)
(7,236
)
(17,417
)
     Proceeds from sale of property,
        plant, and equipment

- --
487

- --
487
     Purchase of temporary investments - net
(81
)
--
--
(81
)
     Intercompany investments
     (287,271
)
                --
       287,271
                   --
          Net cash provided by (used for) investing
     (288,670
)
        (9,331
)
          (3,769
)
       (301,770
)
Cash Flows from Financing:
     Proceeds from long-term borrowings
345,116
--
--
345,116
     Proceeds from senior subordinated notes
156,118
--
--
156,118
     Payments on long-term borrowings
(156,117
)
--
(1,372
)
(157,489
)
     Proceeds (payments) on short-term borrowings - net
   (83,788
)
        --
4,406
   (79,382
)
     Debt issuance costs
(21,023
)
--
--
(21,023
)
     Dividends paid
(1,893
)
--
--
(1,893
)
     Options exercised
             148
                --
                  --
               148
          Net cash provided by (used for) financing
     238,561
                --
          3,034
        241,595
Effect of exchange rate changes on cash
                --
                --
              45
               45
Net increase (decrease) in cash
   and cash equivalents
22,630
(7,000
)
9,721
25,351
Balance at beginning of period
          3,279
          4,740
           5,964
          13,983
Balance at end of period
$
25,874
$
(2,260
)
$
15,720
$
39,334

~~8. Recent Accounting Pronouncements~~

~~In July~~June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting ~~Standards~~Standard (SFAS) ~~No. 141, "Business Combinations" and~~ No. 142, "Goodwill and Other Intangible ~~Assets" to establish accounting and reporting standards~~Assets," having a required effective date for ~~business combinations,~~fiscal years beginning after December 15, 2001. Under the new rules, goodwill and other intangible ~~assets. Under SFAS No. 142, effective January 1, 2002, amortization of goodwill recorded on the company's books~~assets deemed to have indefinite lives will ~~cease (goodwill for the first nine months of 2001 was $8,943). After January 1, 2002, goodwill~~no longer be amortized but will be subject to an annual ~~assessment~~impairment tests in accordance with the statement. Other intangible assets will continue to be amortized over their estimated useful lives.

The company adopted the new rules on accounting for ~~impairment, using a fair value based test. An impairment loss would be reported as a reduction to~~ goodwill and ~~a charge to operating expense, except at~~other intangible assets on January 1, 2002. Application of the ~~transition date. The company~~non-amortization provisions of SFAS No. 142 resulted in an increase in net income of approximately $1.8 million, or $0.07 per diluted share, for the three months ended March 31, 2002. Under the transitional provisions of SFAS No. 142, the Company identified its reporting units and is in the process of ~~evaluating~~performing impairment tests on the ~~impact~~net goodwill and other intangible assets associated with each of the reporting units, using a valuation date of January 1, 2002. It is anticipated that an impairment loss may be recorded during the second quarter of 2002; however, we are unable at this time to estimate the effect of this potential loss on earnings or financial position. Any impairment loss will be recorded as a cumulative effect of change in accounting principle on the consolidated statements of earnings in accordance with the transitional provisions of SFAS No. ~~141~~142.

The following sets forth a reconciliation of net income and earnings per share information for the three months ended March 31, 2002 and 2001 adjusted for the non-amortization provisions of SFAS No. ~~142 on its financial statements.~~142.

		Three Months Ended March 31, 2002		Three Months Ended March 31, 2001

Reported net earnings	$	6,590	$	9,870
Add: Goodwill amortization (net of income taxes of $870)		--		1,445
Adjusted net earnings	$	6,590		11,315

Reported basic earnings per share	$	0.27	$	0.41
Add: Goodwill amortization (net of income taxes of $870)		--		0.06
Adjusted basic earnings per share	$	0.27	$	0.47

Reported diluted earnings per share	$	0.27	$	0.40
Add: Goodwill amortization (net of income taxes of $870)		--		0.06
Adjusted diluted earnings per share	$	0.27	$	0.46

8. Recent Accounting Changes and Pronouncements

In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The company does not expect SFAS No. 143 to have a material effect on its consolidated financial position or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which ~~addresses financial~~supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting ~~for~~provisions of Accounting Principles Board Opinion No. 30 related to the ~~impairment or~~ disposal of ~~long-lived assets.~~a segment of a business. We adopted the new rules under SFAS No. 144 ~~generally establishes a standard frame work from~~on January 1, 2002, which ~~to measure impairment of long-lived assets and expands~~did not have an impact on our consolidated financial statements.

In August 2001, the ~~APB 30 discontinued operations income statement presentation to include a component of the entity (rather than a segment of the business).~~FASB issued SFAS No. ~~144~~143, "Accounting for Obligations Associated with the Retirement of Long-Lived Assets." SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation. This statement is effective for ~~financial statements issued for fiscal years beginning after December 15, 2001. The company does~~us January 1, 2003 and is not ~~expect SFAS 144~~expected to have a material effect on ~~its~~our consolidated financial ~~position~~statements.

9. Plant Consolidation Costs

During the first quarter of 2002, the Company recorded a pre-tax restructuring charge of $3.9 million in connection with the consolidation of its Multiplex operations to other Foodservice operations. These actions were taken in an effort to streamline the Company's cost structure and utilization of available capacity. The charge included $2.8 million related to real estate, $0.7 million related to the write-down of certain fixed assets, and $0.4 million related to severance and other employee related costs. Approximately $0.2 million of the total charge was paid in the first quarter of 2002 relating to severance and plant closure. The remaining $3.7 million is expected to be paid or utilized in the second quarter of 2002.

10. Subsidiary Guarantors

The following tables present condensed consolidating financial information for (a) the parent company, The Manitowoc Company, Inc. (Parent); (b) on a combined basis, the guarantors of the senior subordinated notes, which include all the domestic wholly owned subsidiaries of the company (Subsidiary Guarantors); and (c) on a combined basis, the wholly and partially owned foreign subsidiaries of the company (primarily Potain) which do not guarantee the senior subordinated notes (Non-Guarantor Subsidiaries). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, and the company believes such separate statements or disclosures would not be useful to investors. The company has not presented condensed consolidating statements of earnings and cash ~~flows.~~flows for the three months ended March 31, 2001 because the Parent had no operations in that period, and the direct and indirect Non-Gua rantor Subsidiary amounts are considered minor.

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Earnings
For the Three Months Ended March 31, 2002
(Unaudited)
(In thousands)

					Guarantor			Non-Guarantor
		Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated

Net sales	$	--		$	225,789		$	75,556		$	--		$	301,345
Costs and expenses:
Cost of sales		--			170,980			60,380			--			231,360
Engineering, selling and administrative		3,545			29,784			11,444			--			44,773
Amortization expense		--			--			587			--			587
Plant consolidation costs		--			3,900			--			--			3,900
Total costs and expenses		3,545			204,664			72,411			--			280,620

Earnings (loss) from operations		(3,545	)		21,125			3,145			--			20,725

Other income (expense):
Interest expense		(9,501	)		(419	)		(706	)		--			(10,626	)
Management fee income (expense)		3,853			(4,528	)		675			--			--
Other income (expense), net		(314	)		(46	)		1,065			--			705
Total other income (expense)		(5,962	)		(4,993	)		1,034			--			(9,921	)

Earnings before taxes on income and equity in earnings of subsidiaries		(9,507	)		16,132			4,179			- --			10,804

Provision (benefit) for taxes on income		(4,171	)		6,459			1,926			--			4,214

Equity in earnings of subsidiaries		11,926			--			--			(11,926	)		--

Net earnings	$	6,590		$	9,673		$	2,253		$	(11,926	)	$	6,590

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Balance Sheet
as of March 31, 2002
(Unaudited)
(In thousands)

						Non-
				Guarantor		Guarantor
		Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	4,112	$	7,370	$	15,936	$	--		$	27,418
Marketable securities		2,177		--		--		--			2,177
Accounts receivable - net		--		103,859		68,129		--			171,988
Inventories - net		--		77,360		58,198		--			135,558
Deferred income taxes		18,873		--		8,798		--			27,671
Other current assets		200		14,732		1,507		--			16,439
Total current assets		25,362		203,321		152,568		--			381,251

Goodwill - net		1,560		300,445		125,302		--			427,307
Other intangible assets - net		--		--		84,228		--			84,228
Property, plant and equipment - net		6,094		100,956		63,509		--			170,559
Other non-current assets		23,688		21,933		13,425		--			59,046
Equity in affiliates		960,313		--		--		(960,313	)		--
Total assets	$	1,017,017	$	626,655	$	439,032	$	(960,313	)	$	1,122,391

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	22,190	$	135,108	$	102,254	$	--		$	259,552
Current portion long-term debt		24,558		--		3,042		--			27,600
Short-term borrowings		20,000		11,391		--		--			31,391
Product warranties		-		13,659		4,433		--			18,092
Total current liabilities		66,748		160,158		109,729		--			336,635

Non-Current Liabilities:
Long-term debt, less current portion		433,157		--		11,230		--			444,387
Postretirement health and other benefit obligations		1,004		19,267		3,208		- --			23,479
Intercompany payable/(receivable) - net		224,972		(218,272	)	(6,700	)	--			--
Other non-current liabilities		20,791		5,047		21,707		--			47,545
Total non-current liabilities		679,924		(193,958	)	29,445		--			515,411

Stockholders' Equity		270,345		660,455		299,858		(960,313	)		270,345

Total liabilities and stockholders' equity	$	1,017,017	$	626,655	$	439,032	$	(960,313	)	$	1,122,391

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Balance Sheet
as of December 31, 2001
(In thousands)

						Non-
				Subsidiary		Guarantor
		Parent		Guarantors		Subsidiaries		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	4,456	$	141	$	18,984	$	--		$	23,581
Marketable securities		2,151		-		-		--			2,151
Accounts receivable - net		43		67,159		74,009		--			141,211
Inventories - net		-		67,005		56,051		--			123,056
Deferred income taxes		18,873		-		9,473		-			28,346
Other current assets		203		10,271		2,271		--			12,745
Total current assets		25,726		144,576		160,788		--			331,090

Goodwill - net		1,271		300,445		206,100		--			507,816
Other intangible assets - net		--		--		--		--			--
Property, plant and equipment - net		5,038		98,634		71,712		--			175,384
Other non-current assets		25,004		26,417		15,101		--			66,522
Equity in affiliates		943,466		-		-		(943,466	)		-
Total assets	$	1,000,505	$	570,072	$	453,701	$	(943,466	)	$	1,080,812

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	18,853	$	126,447	$	90,831	$	--		$	236,131
Current portion long-term debt		24,558		-		6,529		--			31,087
Short-term borrowings		5,900		-		5,061		--			10,961
Product warranties		-		13,575		4,407		-			17,982
Total current liabilities		49,311		140,022		106,828		-			296,161

Non-Current Liabilities:
Long-term debt, less current portion		435,165		-		11,357		-			446,522
Postretirement health and other benefit obligations		1,003		19,129		2,939		-			23,071
Intercompany payable/(receivable) - net		231,140		(238,568	)	7,428		-			-
Other non-current liabilities		20,091		5,068		26,104		-			51,263
Total non-current liabilities		687,399		(214,371	)	47,828		-			520,856

Stockholders' Equity		263,795		644,421		299,045		(943,466	)		263,795

Total liabilities and stockholders' equity	$	1,000,505	$	570,072	$	453,701	$	(943,466	)	$	1,080,812

The Manitowoc Company, Inc.
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2002
(Unaudited)
(In thousands)

								Non-
					Guarantor			Guarantor
		Parent			Subsidiaries			Subsidiaries			Consolidated

Net cash provided by (used in) operations	$	(7,614	)	$	12,453		$	(5,860	)	$	(1,021	)

Cash Flows from Investing:
Business acquisitions - net of cash acquired		--			--			(4,017	)		(4,017	)
Capital expenditures		(1,182	)		(1,918	)		(3,890	)		(6,990	)
Proceeds from sale of property, plant, and equipment		--			(3,306	)		9,077			5,771
Purchase of marketable securities		(26	)		--			--			(26	)
Intercompany investments		(5,403	)		--			5,403			--
Net cash provided by (used for) investing		(6,611	)		(5,224	)		6,573			(5,262	)

Cash Flows from Financing:
Payments on long-term debt		(451	)		--			(3,614	)		(4,065	)
Payments proceeds from revolver borrowings - net		14,100			--			--			14,100
Exercise of stock options		232			--			--			232
Net cash provided by (used for) financing		13,881			--			(3,614	)		10,267

Effect of exchange rate changes on cash		--			--			(147	)		(147	)

Net increase (decrease) in cash and cash equivalents		(344	)		7,229			(3,048	)		3,837

Balance at beginning of period		4,456			141			18,984			23,581
Balance at end of period	$	4,112		$	7,370		$	15,936		$	27,418

9.11. Business Segments

The company determines its segments based upon the internal organization that is used by management to make operating decisions and assess performance. Based upon this approach, the company has three reportable segments: ~~Foodservice Equipment (Foodservice),~~ Cranes and Related Products ~~(Cranes)~~("Cranes"), Foodservice Equipment ("Foodservice"), and ~~Marine Operations (Marine).~~Marine.

Information about reportable segments and a reconciliation of total segment sales and profits to the consolidated totals for the ~~quarters and~~ first ~~nine~~three months ending ~~September 30,~~March 31, 2002 and 2001 ~~and 2000~~ are summarized in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations", to this report on Form 10-Q. As of ~~September 30, 2001~~March 31, 2002 and December 31, ~~2000,~~2001, the total assets by segment were as follows:

		September 30, 2001		December 31, 2000		March 31, 2002		December 31, 2001

Cranes					$	596,864	$	577,920
Foodservice	$	376,098	$	359,196		380,507		368,363
Cranes		597,116		171,867
Marine		86,842		75,757		88,117		77,291
General corporate		78,949		35,710		56,903		57,238

Total	$	1,139,005	$	642,530	$	1,122,391	$	1,080,812

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations for the ~~Quarter~~Quarters Ended March 31, 2002 and ~~Nine Months Ended September 30,~~ 2001 ~~and 2000~~

Analysis of Net Sales

The following table presents net sales ~~and earnings from operations~~ by business ~~segment~~segment:

		Quarter Ended March 31,
		2002		2001
Net sales:
Cranes and related products	$	147,695	$	84,258
Foodservice products		102,777		101,245
Marine		50,873		43,848
Total	$	301,345	$	229,351

Consolidated net sales for the ~~quarter and~~ first ~~nine~~three months ~~ended September 30, 2001 and 2000 are shown below (in thousands):~~

Quarter Ended
          September 30,
Nine Months Ended
         September 30,
      2001
     2000
     2001
     2000
Net Sales:
     Foodservice products
$
103,781
$
115,778
$
321,480
$
330,654
     Cranes and related products
152,443
87,190
369,847
290,731
     Marine
        44,787
        11,563
    137,269
      42,565
          Total
$
      301,011
$
      214,531
$
    828,596
$
    663,950
Earnings (Loss) From Operations:
     Foodservice products
$
15,788
$
15,746
$
46,683
$
50,215
     Cranes and related products
19,371
12,847
48,697
50,314
     Marine
4,976
809
15,399
6,050
     General corporate expense
(2,888
)
(3,034
)
(9,033
)
(8,987
)
     Amortization
         (3,476
)
         (2,087
)
       (8,943
)
      (6,074
)
          Total
33,771
24,281
92,803
91,518
Other Income (Expense) - Net
       (13,039
)
         (4,604
)
     (26,519
)
     (11,810
)
Earnings Before Taxes on Income
   and Extraordinary Loss

$

20,732

$

19,677

$

66,284

$

79,708

~~Net sales~~of 2002 increased ~~40.3 %~~31% to ~~$301.0~~$301.3 million, ~~for the third quarter of 2001,~~ from ~~$214.5~~$229.4 million for the same period in ~~2000.~~2001. The impact of the May 2001 acquisition of Potain and the continued strength of our Marine business accounted for the increase in ~~revenues was due~~net sales. Excluding the first quarter 2002 impact of the acquisition of Potain, consolidated net sales would have been relatively flat at 0.3% over the prior year.

Net sales from the Crane segment in the first quarter of 2002 increased 75% to $147.7 million versus the ~~Marinette Marine Corporation ("Marinette") and Potain acquisitions. Internal sales growth was down 5.9% compared to the third~~first quarter of last year. ~~Earnings~~Excluding Potain, crane sales declined 9.3% compared to last year. The Crane segment continued to be negatively affected by a strong dollar and pricing pressures during the quarter. The Crane segment's incoming order rate for the first quarter of 2002 increased 55% over the fourth quarter of 2001, and before the inclusion of the orders taken by Potain for the quarter, ~~were $12.4 million, or $0.51 per diluted share, compared with $12.3 million, or $0.50 per diluted share in~~increased 45% over the ~~third~~first quarter of ~~2000. Excluding~~2001. In addition, approximately 48% of the ~~acquisitions, earnings dropped 4.6%. EVA totaled $5.1 million for the third~~Crane segment's first quarter ~~compared with $6.6 million for the same period a year ago.~~

~~For~~2002 shipments came from orders received during the first nine months of 2001, net sales increased 24.8% to $828.6 million from $664.0 million for the same period in 2000. Earnings, excluding the extraordinary loss of $3.3 million (net of income tax benefit) for prepayment of the company's then existing credit facilities related to its long term debt restructuring in connection with Potain, were $40.2 million, or $1.64 per diluted share, compared with $49.8 million, or $1.98 per diluted share, for the comparable period in 2000. Including the extraordinary loss of $3.3 million, net earnings for the first nine months of 2001 were $36.9 million or $1.51 per diluted share. EVA was $17.9 million for the first nine months of 2001, compared with $30.8 million for the same period one year ago.

For the third quarter ended September 30, 2001 the Foodservice segment reported sales of $103.8 million, a 10.4% decline from the same period last year. The decline in revenues is due to the continued softness in the Foodservice market and the immediate economic effects of the events on September 11. Despite the drop in sales, operating earnings were flat at $15.8 million. This is the result of the operational improvements and cost cutting strategies that were previously implemented. Operating margins improved to 15.2%, up more than 1.5 points when compared to the third quarter of 2000. For the first nine months of 2001 sales and operating earnings were $321.5 million and $46.7 million, respectively.quarter. This compares to ~~sales~~62% in the fourth quarter of 2001 and ~~operating earnings of $330.7 million and $50.2 million for~~51% in the first ~~nine months of 2000.~~

~~Cranes and related products sales for the third quarter were $152.4 million, up from $87.2 million for the third~~ quarter of 2000. Operating earnings were $19.4 million, compared to $12.8 million for the third quarter of 2000. The increase in sales was the result of the Potain acquisition completed during the second quarter. Without this acquisition, sales and operating earnings would have decreased by 4.1% and 11.5%, respectively, compared to the same quarter last year due to the continued softness in the crane market. The company's consolidation of its boom-truck operations is making progress against plan, and boom-truck inventory is expected to continue to decrease over the coming quarter asyear. As a result, of the ~~consolidation. Total~~ Crane segment backlog stood at ~~$94.2~~$81.5 million at quarter end ($37.7 million without Potain) compared to $64.5 million at December 31, 2001 ($38.8 million without Potain) and $65.9 million at March 31, 2001.

Net sales for the ~~end~~Foodservice segment increased 1.5% in the first quarter of 2002 versus the first quarter of 2001. Diversified Refrigeration, Inc. (DRI) accounted for all of the ~~third~~segment's increased sales volume in the current quarter. Without the impact of DRI, sales in the Foodservice segment were flat compared to last year. Sales at DRI increased in the first quarter of ~~2001, compared to $111 million at the end of~~2002 versus the same period last ~~year. For~~year due to our 2002 introduction of several new production models and the introduction of new energy technology to meet the requirements of our customer and to meet new federal energy requirements.

The Marine segment reported strong first ~~nine months of 2001, Cranes' sales were $369.8~~quarter results. Sales for this segment increased 16% to $50.9 million ~~compared to $290.7~~from $43.8 million for the first ~~nine months~~quarter of ~~2000. Operating earnings~~2001. During the first quarter of 2002, 84.5% of the Marine segment's total revenues were ~~$48.7 million compared~~from contract work. The level of contract revenues to ~~$50.3 million for~~total revenues during the ~~same period~~current quarter was up over the first quarter in ~~2000.~~2001 when 76.1% of that quarter's revenues were from contract work. Quotation activity remained brisk during the first quarter of this year, as vessel operators are taking steps to comply with OPA 1990 legislation.

~~Marine segment sales and~~

Analysis of Operating Earnings

The following table presents operating income by business segment:

		Quarter Ended March 31,
		2002		2001
Earnings (loss) from operations:
Cranes and related products	$	13,455	$	11,363
Foodservice products		9,375		9,541
Marine		5,927		4,569
General corporate expense		(3,545	)	(3,129	)
Amortization		(587	)	(2,315	)
Foodservice plant consolidation costs		(3,900	)	--
Total	$	20,725	$	20,029

Consolidated operating earnings for the ~~third~~first quarter of 2002 were ~~$44.8~~$20.7 million, ~~and $5.0 million, respectively, compared with $11.6 million and $0.8 million~~up 3.5% versus the first quarter last year. Excluding a restructuring charge for the ~~same period~~closure of the Multiplex manufacturing facility, consolidated operating earnings for the first quarter of 2002 would have been $24.6 million, which is up 22.9% versus the first quarter of 2001. Excluding the impact of Potain's results for the first quarter of 2001 and before this restructuring charge, consolidated operating earnings would have been $21.4 million, up 6.8% versus the prior year.

Operating earnings in ~~2000. The~~the Crane segment increased 18.4% to $13.5 million during the first quarter of 2002. Excluding Potain, operating earnings declined 11.3% during the quarter, while operating margins remained flat. First quarter operating earnings in this segment continued to be negatively impacted by the strong U.S. dollar and competitive pricing pressures. However, the company's ~~acquisition of Marinette~~boom-truck business posted improved operating results during the current quarter compared to last year, as the benefits from its plant consolidation in the fourth quarter of ~~2000 accounted~~2001 began to be realized.

The Foodservice segment's operating profit was $5.5 million for ~~most~~the first quarter of 2002 versus $9.5 million for the first quarter of 2001. Excluding the impact of the restructuring charge taken for the consolidation of the segment's Multiplex operations into other Foodservice operations, the segment's first quarter 2002 operating profit would have been $9.4 million, a decrease of 1.7% versus the first quarter of 2001. The first quarter 2002 results were heavily influenced by costs associated with the introduction and ramp up in production for a new line of energy-efficient, private-label residential refrigerators built by DRI. In association with this new line of refrigerators, DRI passed through $4.8 million worth of production cost to its customer without profit. These equal amounts of revenue and cost were recorded gross by the Foodservice segment in net sales and ~~earnings increase. Excluding Marinette's results,~~cost of sales during the quarter. Without the negative impact of this cost pass through during the quarter, the segment's operating marg in before the restructuring charge would have been 9.6% versus 9.4% for the first quarter of 2001.

During the quarter the Foodservice segment recognized a $3.9 million restructuring charge associated with the consolidation of its Multiplex operations into other Foodservice operations. The consolidation was made possible by the implementation of demand flow manufacturing throughout the Foodservice segment's operations, which freed up manufacturing floor space. The consolidation will enable the company to leverage the core competencies in its ice and beverage operations, speed new-product development and reduce costs. The $3.9 million charge was made up of $2.8 million related to real estate, $0.7 million related to the write-down of certain fixed assets, and $0.4 million related to severance and other employee related costs. Approximately $0.2 million of the total charge was paid in the first quarter of 2002 relating to severance and plant closure. The remaining $3.7 million is expected to be paid or utilized during the second quarter of 2002.

The Marine segment's operating earnings ~~still increased by 26.0% and 10.8%, respectively due~~grew 29.7% to ~~an increase in repair work.~~$5.9 million during the first quarter of 2002. The Marine segment's operating margin climbed to 11.7% for the quarter compared with 10.4% one year ago, despite a weak winter repair season. Although the mix of ~~11.1% was up 4.1 points from~~revenues in the ~~third~~Marine segment during the quarter increased toward contract work, the improved operating results for the Marine segment in the first quarter of ~~2000, even though Marinette's project work, which historically has lower margins, represents almost two-thirds~~2002 were primarily due to improved profitability on the mix of ~~this segment's sales. For~~projects.

Analysis of Non-Operating Income Statement Items

Net interest expense increased $6.5 million in the first ~~nine months~~quarter of ~~2001, sales and operating earnings for this segment were $137.3 million and $15.4 million, respectively, compared with $42.6 million and $6.1 million for 2000. During~~2002 versus the ~~third~~first quarter ~~the company was awarded contracts to build two double-hull tug/barges for Vessel Management Services, Inc. as well as three state-of-the-art ferries for New York City's Staten Island.~~

~~Interest expense for the nine months ended September 30, 2001 was $25.3 million, compared to $10.5 million for the same period last year. The~~of 2001. This increase ~~in interest expense~~ is due to the ~~additional~~increase in outstanding debt ~~incurred~~during the quarter related to ~~fund~~ the ~~Potain and Marinette acquisitions and higher interest rates on~~funding of the ~~new credit facility.~~May 2001 acquisition of Potain.

The effective tax rate for the first ~~nine months~~quarter of 2002 was 39.0% compared to 37.6% in the first quarter of 2001 ~~is approximately 39%,~~due to the acquisition of Potain which has resulted in a larger percentage of the company's income being generated in foreign countries (primarily European countries). The effective tax rates in these countries are higher than the domestic U.S. Federal and State Statutory rates.

Consolidated net earnings were $6.6 million, or $0.27 per diluted share, compared with ~~37.5% for~~$9.9 million, or $0.40 per diluted share, in the first ~~nine months~~quarter of ~~2000.~~2001. Excluding the restructuring charge recorded during the first quarter of 2002, net earnings would have been $9.0 million, or $0.36 per diluted share, which is 9.1% lower than the first quarter of 2001.

Financial Condition

First Quarter of 2002

During the quarter, cash and cash equivalents increased $3.8 million to $27.4 million at March 31, 2002. The increase ~~is attributed~~in cash came primarily from a net increase in company's debt position during the quarter. Total outstanding debt increased $14.8 million during the quarter to $503.4 million. This increase came primarily from increases in the company's borrowings under its revolving credit facility in the U.S. and its cash overdraft facility in France. These borrowings were used primarily to fund capital expenditures and to pay the post-closing purchase price adjustment to the ~~higher foreign tax rates related~~former owners of Potain during the quarter. The company's debt-to-capital ratio at March 31, 2002 was 65.1% compared to ~~the Potain acquisition.~~

~~Financial Condition~~64.9% at ~~September 30, 2001~~December 31, 2001.

Cash flow from operations was ~~positive~~near breakeven in the first ~~nine~~three months of ~~2001, totaling $85.5~~2002 at a negative $1.0 million. This is particularly noteworthy as the first quarter was expected to be a significant net use of cash due to soft market conditions, new-product introductions, and the seasonality of our businesses. During the quarter the most significant uses of cash related to increases in accounts receivable and inventories of $30.8 million ~~compared with cash from operations~~and $12.2 million, respectively. This was offset by an increase in accounts payable and accrued expenses of ~~$69.4~~$31.0 million during the quarter. The increases in accounts receivable and inventories during the quarter are related to the seasonal increase in activity in each of the company's segments. Increases in production and sales activity within the Crane and Foodservice segments normally occur in the first ~~nine months~~quarter of ~~2000. This~~each year as these businesses increase sales activity as compared to the lower volumes in the fourth quarter and ramp up in preparation for transition i nto their historically higher volume second and third quarters. Increases in accounts payable resulted from the increases in inventory occurring later in the first quarter for which payment to the company's vendors was not made prior to the ~~result~~end of ~~changes~~the quarter. Also during the first quarter of 2002, the Marine segment experienced a normal increase in its accounts receivable levels as that segment completed its winter repair season. In addition, the timing of invoices for long-term contract work affected the level of Marine segment receivables at the end of the quarter.

In April 2001, Standard & Poor's assigned a double-"B" corporate credit rating to our company, a double-"B" rating to our senior credit facility, and a single-"B"-plus rating to our senior subordinated notes, all with a stable outlook. Also in April 2001, Moody's Investors Service assigned a Ba2 rating to our senior credit facility and a B2 rating to our senior subordinated notes with a positive outlook. These credit ratings have been maintained since the initiation of coverage by these two agencies. In March 2002, Standard & Poor's issued a press release stating that the company has been placed on credit watch with negative implications. We expect to meet with Standard & Poor's during the second quarter of 2002 to discuss our business in general, our intentions to access the capital markets, and their future intentions related to our credit ratings. Moody's Investors Service has taken no action concerning our ratings since initiating them in April 2001. We do not believe that any future adjustments to these ratings would have a significant direct impact on the company's liquidity.

First Quarter of 2001

During the quarter, cash decreased $5.8 million to $8.2 million at March 31, 2001. Cash provided by operating activities of $11.1 million and available cash of $5.8 million were used to fund capital expenditures, pay down the company's outstanding revolver borrowings and pay dividends.

Liquidity and Capital Resources

The company had $79.1 million of unused availability under the terms of the revolving loan portion of its senior credit facility at March 31, 2002. The company's primary cash requirements include working capital, ~~amounts. Due~~interest and principal payments on indebtedness, capital expenditures, dividends, the pending acquisition of Grove Investors, Inc. (Grove), and, potentially, other future acquisitions. The primary sources of cash for each of these other than the pending acquisition of Grove are expected to be cash flows from operations and borrowings under the company's senior credit facility. The Grove acquisition will require approximately $174.7 million in cash to refinance Grove's debt. Although the company presently is considering various alternative sources for financing this acquisition, the Company has a commitment from certain members of its existing bank group to fund this acquisition with additional term bank debt.

The senior credit facility is comprised of term loans totaling $301.7 million at March 31, 2002. Term loan A requires quarterly principal payments of $7.5 million from June 2002 through May 2006. Term loan B requires quarterly principal payments of $0.4 million through March 2006 and $33.3 million from June 2006 through May 2007. In the second quarter of 2002, the company is required to make aggregate principal payments on term loans A and B of $7.9 million.

Borrowings under the senior credit facility bear interest at a rate equal to the ~~strong levels~~sum of ~~cash from operations,~~a base rate or Eurodollar rate plus an applicable margin, which is based on the company's consolidated total leverage ratio. The weighted average interest rate on term loan A was 4.7% at March 31, 2002. The interest rates on term loan B and the revolving credit facility were 4.8% and 4.6%, respectively, at March 31, 2002. The annual commitment fee in effect on the unused portion of the revolving credit facility at the end of the quarter was 0.5%

The company also had outstanding at March 31, 2002, 175 million euro ($152.7 million) of 10 3/8% senior subordinated notes due May 2011. The senior subordinated notes are unsecured obligations of the company ~~was able~~ranking subordinate in right of payment to all senior debt of the company and are fully and unconditionally, jointly and severally guaranteed by all the company's domestic subsidiaries. Interest on the senior subordinated notes is payable semiannually in May and November each year. These notes can be redeemed by the company in whole or in part for a premium after May 15, 2006. In addition, the company may redeem for a premium at any time prior to May 15, 2004, up to 35% of the face amount of the senior subordinated notes with the proceeds of one or more equity offerings. In the second quarter of 2002, the company is required to make a semiannual interest payment of approximately 9.1 million euro on the senior subordinated notes.

Both the senior credit facility and the senior subordinated notes contain customary affirmative and negative covenants. In general, the covenants contained in the senior credit facility are more restrictive than those of the senior subordinated notes. Among other restrictions, these covenants require the company to meet certain financial tests, including various debt and cash flow ratios that become more restrictive over time. These covenants also limit the company's ability to redeem or repurchase the senior subordinated notes, incur additional debt, make acquisitions, merge with other entities, pay ~~down an additional $16.25~~dividends or distributions, repurchase capital stock, lend money or make advances, create or become subject to liens, and make capital expenditures. The senior credit facility contains cross-default provisions whereby certain defaults under any other debt agreements would result in a default under the senior credit facility. The company is in compliance with these covenants at March 31, 2002.

The company believes that capital expenditures in 2002 will approximate $25 million to $30 million in ~~debt beyond required debt payment levels. Total funded debt was $506.7 million at~~2002 which will approximate depreciation expense.

Pending Acquisition

During March 2002, the company executed a definitive agreement to acquire Grove Investors, Inc. (Grove). Grove is a leading provider of mobile hydraulic cranes, truck mounted cranes and aerial work platforms for the global market. Grove's products are used in a wide variety of applications by commercial and residential building contractors as well as by industrial, municipal and military end users. Grove's products are marketed to independent equipment rental companies and directly to end users under the brand names Grove Crane, Grove Manlift, and National Crane. In the fiscal year ended September 30, 2001, ~~representing~~Grove reported revenues of approximately $718 million. The acquisition is valued at approximately $270 million. In exchange for the outstanding shares of Grove common stock, we would issue approximately 2,000,000 shares of the company's common stock priced as an average market price defined in the definitive agreement. We also would assume or refinance approximately $188.4 million of Grove d ebt. While we have a ~~debt-to-capital ratio~~bank commitment which would permit us to refinance the debt, we have not yet determined whether we will use that commitment or alternative sources of ~~65.7%~~financing.

The transaction is subject to a number of conditions, including Grove shareholder approval and regulatory approvals. In April 2002, the Antitrust Division of the U.S. Department of Justice made a formal request for additional information needed for its assessment of this pending transaction. We are not able to make any predictions as to whether, and if so when and under what conditions, the Department of Justice may approve this transaction. We plan to close the transaction shortly after all conditions to regulatory approval are satisfied, the transaction is approved by Grove's shareholders and other conditions are met. However, we cannot assure whether or when the transaction will close.

Recent Accounting Changes and Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible Assets," having a required effective date for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and other intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statement. Other intangible assets will continue to be amortized over their estimated useful lives.

The Company adopted the new rules on accounting for goodwill and other intangible assets on January 1, 2002. Application of the non-amortization provisions of SFAS No. 142 resulted in an increase in net income of approximately $1.8 million, or $0.07 per diluted share, for the three months ended March 31, 2002. Under the transitional provisions of SFAS No. 142, the Company identified its reporting units and is the process of performing impairment tests on the net goodwill and other intangible assets associated with each of the reporting units, using a valuation date of January 1, 2002. It is anticipated that an impairment loss may be recorded during the second quarter of 2002; however, we are unable at ~~September~~this time to estimate the effect of this potential loss on our earnings or financial position. Any impairment loss will be recorded as a cumulative effect of change in accounting principle on the consolidated statements of earnings in accordance with the transitional provisions of SFAS No. 142.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30 ~~2001, as compared to 48.4% at December 31, 2000. This increase was primarily due~~related to the ~~additional debt incurred to fund~~disposal of a segment of a business. We adopted the ~~Potain acquisition.~~new rules under SFAS No. 144 on January 1, 2002, which did not have an impact on our consolidated financial statements.

~~For information regarding~~In August 2001, the ~~company's financing arrangements entered into in connection~~FASB issued SFAS No. 143, "Accounting for Obligations Associated with the ~~Potain acquisition, see Note 6~~Retirement of ~~Notes~~Long-Lived Assets." SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation. This statement is effective for us January 1, 2003 and is not expected to ~~Unaudited Consolidated Financial Statements.~~have a material effect on our consolidated financial statements.

~~Acquisitions~~Euro Conversion

~~As described in Note 6 of Notes to Unaudited Consolidated Financial Statements, on May 9, 2001, the company acquired from Legris Industries SA all~~On January 1, 1999, certain members of the ~~outstanding capital stock~~European Union established fixed conversion rates between their existing national currencies and a single new currency, the euro. For a three-year transition period, transactions were conducted in both the euro and national currencies. Effective January 1, 2002, the euro became the official currency of ~~Potain.~~those participating countries and their national currencies are being phased out over various periods during the first half of 2002. After June 30, 2002, the euro will be the sole legal tender of all the participating countries. The adoption of the euro affected a multitude of financial systems and business applications within our businesses and those of third parties with whom we do business.

We have operations in many and have product sales in most of the countries participating in the euro conversion. Our businesses, especially those based in Europe, have implemented plans to address the information system issues and the business implications of converting to a common currency in many European countries. As a part of this process, we have evaluated and we believe we have completed the modification of our information systems or have converted to recent releases of system software, where necessary, to accommodate the euro conversion. Our costs to accommodate the euro conversion were not material.

The use of a common currency throughout most of Europe should permit us, our suppliers, and our customers to more readily compare the prices of the products in the markets we serve. The effects of this ease of comparability on our businesses have not been significant and the details of specific transactions continue to depend on many circumstances, including the competitive situations that exist in the various regional markets in which we participate. While uncertainties regarding any future impacts of the euro conversion on our businesses exist, we have not experienced and do not expect to experience a material impact on our operations, cash flows or financial condition as a result of the conversion to the euro.

~~Special Note Regarding~~Cautionary Statements About Forward-Looking ~~Statements~~Information

This Quarterly Report on Form 10-Q may include forward-looking statements based on management's current expectations. Reference is made in particular to the description of the company's plans and objectives for future operations, assumptions underlying such plans and objectives and other forward-looking statements in this report. Such forward-looking statements generally are identifiable by words such as "anticipates," "believes," "intends," "estimates," "expects" and similar expressions.

These statements involve a number of risks and uncertainties and must be qualified by factors that could cause results to be materially different from what is presented here. This includes, without limitation, the following factors for each business segment:

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

Cranes- market acceptance of new and innovative products; cyclicality of the construction industry; the effects of government spending on construction-related projects throughout the world; ~~the ability of the company to effectively integrate Potain;~~ growth in the world market for heavy cranes; ~~actions of competitors;~~ the replacement cycle of technologically obsolete cranes; demand for used equipment in developing countries; and foreign exchange rate risk.

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

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

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

~~Recent Accounting Pronouncements~~

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" to establish accounting and reporting standards for business combinations, goodwill and intangible assets. Under SFAS No. 142, effective January 1, 2002, amortization of goodwill recorded on the company's books will cease (goodwill for the first nine months of 2001 was $8,943). After January 1, 2002, goodwill will be subject to an annual assessment for impairment, using a fair value based test. An impairment loss would be reported as a reduction to goodwill and a charge to operating expense, except at the transition date. The company is in the process of evaluating the impact of SFAS No. 141 and SFAS No. 142 on its financial statements.

In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The company does not expect SFAS No. 143 to have a material effect on its consolidated financial position or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 generally establishes a standard frame work from which to measure impairment of long-lived assets and expands the APB 30 discontinued operations income statement presentation to include a component of the entity (rather than a segment of the business). SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The company does not expect SFAS 144 to have a material effect on its consolidated financial position or cash flows.

~~Item 3. Quantitative and Qualitative Disclosure about Market Risk~~

The company's quantitative and qualitative disclosures about market risk for changes in interest rates and foreign exchange risk are incorporated by reference in Item 7A of the company's Annual Report on Form 10-K for the year ended December 31, 2000. Other than the foreign exchange risk and related financing associated with the Potain acquisition, the company's market risk disclosures have not materially changed since that report was filed. Potain has significant manufacturing operations and assets in France, Germany, Italy, Spain, Portugal and China. With the Potain acquisition, the company expects that less than 20% of its 2001 annual consolidated operating income will be impacted by movements in current exchange rates between the U.S. dollar and the Euro and, to a lesser extent, the French Franc, German Mark, Italian Lira, and Singapore Dollar.

~~Foreign Exchange Risk~~

The company is exposed to fluctuations in foreign currency cash flows related to third party purchases and sales, intercompany product shipments and intercompany loans. The company is also exposed to fluctuations in the value of foreign currency investments in subsidiaries and cash flows related to repatriation of these investments. Additionally, the company is exposed to volatility in the translation of foreign currency earnings to U.S. Dollars. Primary exposures include the U.S. Dollars versus functional currencies of the company's major markets which include the Euro, French Franc, German Mark, Italian Lira, British Pound, Japanese Yen and Singapore Dollar. At September 30, 2001, the company had outstanding various foreign exchange rate hedge contracts. The fair value of these, which represents the costs to settle these contracts, approximates a gain of $0.1 million at September 30, 2001.

~~Interest Rate Risk~~

The company is exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing issuances of variable rate debt. Primary exposure includes movements in the U.S. prime rate and London Interbank Offer Rate ("LIBOR"). At September 30, 2001, the company had outstanding two interest rate swap agreements with a total notional principal amount of $187.5 million. The fair market value of these arrangements, which represents the costs to settle these contracts, approximates a loss of $1.8 million at September 30, 2001. Based on the nature of its exposure, the company believes a shift in interest rates will not have a material effect on its consolidated financial position or cash flows.

PART II. OTHER INFORMATION

Item 5. Other

In March 2002 the company entered into a definitive agreement for the acquisition of Grove Investors, Inc. For a description of this transaction and a discussion of the current status, please refer to Item 2 of this report captioned "Management Discussion and Analysis of Financial Condition and Operations - Pending Acquisition."

Item 6.  Exhibits and Reports on Form 8-K

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

(b)  Reports on Form 8-K: ~~None.~~On March 18, 2002, the company filed a Current Report on Form 8-K stating that it has executed a definitive agreement to acquire Grove Investors, Inc.

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)

/s/ Terry D. Growcock
Terry D. Growcock
President and Chief Executive Officer

/s/ Glen E. Tellock
Glen E. Tellock
Senior VP and Chief Financial Officer

/s/ Maurice D. Jones
Maurice D. Jones
General Counsel and Secretary

~~November 8, 2001~~May 7, 2002

THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO FORM 10-Q
FOR QUARTERLY PERIOD ENDED
~~September 30, 2001~~March 31, 2002

Exhibit No.*

Description
Filed
Herewith
102
Agreement and Plan of Merger dated as of March 18, 2002 by and among Grove Investors, Inc. The Manitowoc Company, Inc. ~~Management Incentive Compensation Plan (Economic Value Added (EVA) Bonus Plan) effective July 4, 1993, as amended October 22, 2001~~and Giraffe Acquisition, Inc.
X[Incorporated by reference from Exhibit 2 to The Manitowoc Company, Inc.'s Current Report on Form 8-K filed on March 22, 2002]

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

		Quarter Ended September 30				Nine Months Ended September 30
		2001		2000		2001		2000

Net sales	$	301,011	$	214,531	$	828,596	$	663,950

Costs and expenses:
Cost of sales		222,873		158,874		614,654		481,509
Engineering, selling and administrative expenses		40,891		29,289		112,196		84,849
Amortization expense		3,476		2,087		8,943		6,074
Total costs and expenses		267,240		190,250		735,793		572,432

Earnings from operations		33,771		24,281		92,803		91,518

Other income (expense):
Interest expense		(12,362	)	(4,000	)	(25,302	)	(10,450	)
Other expenses, net		(677	)	(604	)	(1,217	)	(1,360	)
Total other income (expense)		(13,039	)	(4,604	)	(26,519	)	(11,810	)

Earnings before taxes on income and extraordinary loss		20,732		19,677		66,284		79,708

Provision for taxes on income		8,293		7,379		26,040		29,890

Earnings before extraordinary loss		12,439		12,298		40,244		49,818

Extraordinary loss on debt extinguishment, net of income tax benefit of $2,216		-		-		(3,324	)	-

Net earnings	$	12,439	$	12,298	$	36,920	$	49,818

Basic earnings per share before extraordinary loss	$	0.51	$	0.50	$	1.66	$	1.99
Extraordinary loss, net of income tax benefit		-		-		(0.14	)	-
Basic earnings per share	$	0.51	$	0.50	$	1.52	$	1.99

Diluted earnings per share before extraordinary loss	$	0.51	$	0.50	$	1.64	$	1.98
Extraordinary loss, net of income tax benefit		-		-		(0.13	)	-
Diluted earnings per share	$	0.51	$	0.50	$	1.51	$	1.98

Dividends per share	$	-	$	0.075	$	0.075	$	0.225

Weighted average shares outstanding - basic		24,273,605		24,638,599		24,268,412		25,069,860
Weighted average shares outstanding - diluted		24,522,524		24,684,739		24,539,425		25,154,226

		Three Months Ended March 31, 2001

Net sales	$	303,938
Earnings before income taxes	$	11,078
Net earnings	$	6,536

Basic earnings per share	$	0.27
Diluted earnings per share	$	0.27

Exhibit No.*	Description	Filed Herewith

102	Agreement and Plan of Merger dated as of March 18, 2002 by and among Grove Investors, Inc. The Manitowoc Company, Inc. ~~Management Incentive Compensation Plan (Economic Value Added (EVA) Bonus Plan) effective July 4, 1993, as amended October 22, 2001~~and Giraffe Acquisition, Inc.	X[Incorporated by reference from Exhibit 2 to The Manitowoc Company, Inc.'s Current Report on Form 8-K filed on March 22, 2002]