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Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE November 10, 2015 Chicago, IL

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Page 1: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

Unlocking Value for Shareholders

BAIRD INDUSTRIALS CONFERENCE

November 10, 2015Chicago, IL

Page 2: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Safe Harbor Statement

Any statements contained in this presentation that are not historical facts are “forward-looking

statements.” These statements are based on the current expectations of the management of the

company, only speak as of the date on which they are made, and are subject to uncertainty and

changes in circumstances.

We undertake no obligation to update or revise forward-looking statements, whether as a result of

new information, future events, or otherwise. Forward-looking statements include, without limitation,

statements typically containing words such as “intends,” “expects,” “anticipates,” “targets,” “estimates,”

and words of similar import. By their nature, forward-looking statements are not guarantees of future

performance or results and involve risks and uncertainties because they relate to events and depend

on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially

from those expressed or implied by such forward-looking statements. These factors include, but are

not limited to, those relating to revenue growth of the company, future market strength of the com-

pany’s business segments and products, market acceptance of existing products and new product

introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

utilization efficiencies, risks relating to actions of activist shareholders, and other factors listed in the

company’s annual report on Form 10-K for the year ended December 31, 2014. Any “forward-looking

statements” in this presentation are intended to qualify for the safe harbor from liability under the

Private Securities Litigation Reform Act of 1995.

Page 3: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

TODAY AND SEPARATION PLANS

Page 4: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Manitowoc’s TransformationManitowoc is a global industrial manufacturerwith two market-leading business platforms

Page 5: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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2003 2014

5.4%

7.7%

Transformative acquisitions

Integrationfocus on

deleveraging

Renewed Growthenhanced margins,

two strong platforms

Transformation has created opportunity for value enhancement

Manitowoc’s Transformation

2003 2014

$87

$299

2003 2014

$1.6

$3.9

Revenue($ Billions)

Operating Earnings($ Millions)

Operating Margins

Page 6: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Planned SeparationEnhanced strategic focus to unlock value

To be tax-free spin-off of Foodservice business

All shares distributed to then-current Manitowoc shareholders

Capital structure and credit rating for each company consistent with that of Manitowoc today

Subject to customary closing conditions and opinion of tax-free nature

Target completion in the first quarter of 2016

Separate and distinct strengths and value creation strategies

Ability to attract long-term investor base appropriate for each company

Enables investors to value each independent company separately

Flexibility to optimize capital structure and capital allocation

Transaction Details Strategic Rationale

Creating two strong, independent public companies positioned to increase long-term shareholder value

Page 7: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Guiding PrinciplesThese guiding principles will be used to develop separation strategies and implementation plans . . .

One enterprise until separation

We are one Manitowoc until we are not – we must all work together to deliver on our commitments

Incumbent leaders own their function and workstream decisions; ownership will transition to RemainCo and SpinCo leaders as we approach separation

Seamless experience for all

stakeholders

Establish a robust and pragmatic change program carefully managing employee experience

Mitigate business disruption through clear, coordinated communication

Plan and execute an issue-free transition of vendor and supplier contracts

Balance separation and optimization

Balance cost for both companies to operate effectively and robustly at separation

Develop competitive infrastructure for SpinCo and adjust size of RemainCo

Resolve issues within workstreams, escalating only a few select items to the Executive Steering Committee

Two strong companies at

separation

We are creating two strong companies with a clear and compelling value proposition for investors, employees, and other stakeholders

We will challenge ourselves to think about the business differently, to take on new roles and to move beyond our comfort zones

Page 8: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Operate efficiently, effectively, and in the best interests of our shareholders

Governance Enhancements

Eliminate classified board structure on a phased-in basis commencing with the elections occurring at Manitowoc’s 2015 Annual Meeting of Shareholders

Governance commitments for standalone Foodservice entity:

Incorporation in Delaware

Annual elections for the Board

Stockholder rights plans restrictions

Holders of 10 percent of the outstanding shares will be permitted to call a special meeting

Focused on value creation for our shareholders

Page 9: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

CREATING TWO INDUSTRY-LEADING

COMPANIES

Page 10: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Creating Two Industry-Leading Companies Enhanced strategic focus to unlock value

v

24 industry leading brands

Broad product portfolio and culture of innovation

Global manufacturing footprint

Serves top 100 restaurant chains

Extensive aftermarket support with over 50% of revenues from renovation and replacement opportunities

Leading products across multiple platforms

Strong presence in emerging markets

Extensive manufacturing, sales, and customer service networks

Long track record of innovation

Exposed to attractive end markets poised for cyclical upturn

Strong after-market support

Foodservice Cranes

2014 Key Financials 2014 Key Financials

Revenue: $1.6 billion

Operating Earnings: $234 million

Operating Margin: 14.8%

Revenue: $2.3 billion

Operating Earnings: $164 million

Operating Margin: 7.1%

Page 11: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Industry-Leading Foodservice Company

2009 2010 2011 2012 2013 2014

$164

$202 $215

$239 $250

$234

Margin

2009 2010 2011 2012 2013 2014

$1,303

$1,363

$1,455

$1,486$1,542

$1,581

Strong financial foundation with balanced business mix

Revenue($ Millions)

Operating Earnings($ Millions)

Americas

71%

EMEA

18%

Asia/Pac

11%

Travel

Leisure

11%

Retail

6%

Other

2%

Education

5%

Healthcare

5%

Business & Industry

2%

Restaurants69%

Geographic Exposure2015 Estimated U.S Foodservice Industry Sales by End Market

12.6%

14.8% 14.8%16.1% 16.2%

14.8%

Note: Geographic exposure based on 2014 revenue Source: National Restaurant Association

Page 12: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Industry-Leading Foodservice Company

Broadest Portfolio Offering Market-leading Brands

Leading brands across multiple foodservice categories

Serving Global Customers Extensive Geographic Footprint

28 locations across 9 countries

24 manufacturing facilities

4 offices and technology center

Footprint allows Manitowoc Foodservice to better serve its customers

Page 13: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Power / Utilities

22%

Industrial / Petrochemical

30%

Commercial Construction

19%

Residential Construction

11%

Infrastructure18%

Industry-Leading Crane Company

2009 2010 2011 2012 2013 2014

$151

$94 $119

$171

$219

$164

2009 2010 2011 2012 2013 2014

$2,253

$1,708

$2,135

$2,427$2,506

$2,305

Strong financial foundation positioned for significant cyclical growth

Revenue($ Millions)

Operating Earnings($ Millions)

Americas

52%EMEA

36%

Asia/Pac

12%

Geographic Exposure End Markets

6.7% 5.5% 5.6% 7.0%8.7% 7.1%

Margin

Note: Pie charts based on 2014 revenue

Page 14: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Industry-Leading Crane Company

Award-winning Technology #1 in Major Crane Categories

Leading positions in each major crane category

Extensive Geographic FootprintServing Global Customers

Crawler Cranes

Tower Cranes

37 facilities across 18 countries

13 manufacturing facilities

21 sales/service centers

Strong presence in high-growth markets

Mobile Cranes

Boom Trucks

Page 15: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

FOCUS ON EXECUTION AND SHAREHOLDER

VALUE CREATION

Page 16: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Solid Execution, Strong Underlying Performance

Financial Performance Driving Shareholder Value

Improved Adjusted EBITDA1 Margins Increased ROIC

Strong Free Cash Flow1 Generation

Cumulative Free Cash Flow Since 2003

¹ Please see appendix for reconciliation to GAAP.

3.8%

9.1%

2003 2014

7.0%

11.0%

2003 2014

+400 bps +530 bps

$134 $167 $238$477

$618$784

$1,074$1,271 $1,241 $1,331

$1,548 $1,574

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Page 17: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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5.7 x 5.8 x 5.4 x4.4 x

3.3 x 3.6 x

2009 2010 2011 2012 2013 2014

Significantly Improved Credit ProfileFinancial Performance Improvements Delivered While Strengthening Balance Sheet

Total Debt / Adjusted EBITDA1

Interest Coverage1

¹ Please see appendix for reconciliation to GAAP.Note: 2009 represents first full year following Enodis acquisition. Interest coverage defined as Adj. EBITDA/gross interest expense.

2.2 x 2.0 x2.4 x

3.0 x3.7 x

4.6 x

2009 2010 2011 2012 2013 2014

Page 18: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Driving Growth Through Geographic ExpansionLeveraging Strong Positions in Developing Markets to Drive Growth, Complemented by Localized Innovation and Operational Effectiveness

Growth In International Foodservice Revenue

37 facilities across 18 countries

Products targeted toward specific needs of local markets

Constructed Cranes facility in Brazil in 2013 to leverage energy, infrastructure, and natural resource opportunities

Other emerging market facilities include Zhangjiagang, China (800k sq. ft.) and Pune, India (190k sq. ft.)

Foodservice Crane

28 locations across 9 countries

Products targeted toward specific needs of local markets

Built Foodservice facility in Monterrey in 2014

Strong presence in Chinese market with two facilities in Hangzhou, China (260k sq. ft.) and Foshan, China (40k sq. ft.)

Growth In International Crane Revenue

2003 2014

$42 mm $555 mm

2003 2014

$649 mm $1,351 mm

9%

91%

US

RoW 35%

65%

US

RoW

66%

34%

US

RoW

59%

41%US

RoW

+1,238% +108%

Page 19: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Further Building Aftermarket BusinessIncreasing Revenue and Customer LoyaltyThrough Aftermarket Support

Superior Foodservice Aftermarket Service

Provides customers with total lifecycle support for every Manitowoc Foodservice product they operate

Key competitive advantage that reduces volatility via recurring revenue stream

Investments made to accelerate response times, broaden global capabilities, and strengthen technical support, including new KitchenCare parts warehouse

Supports growing chain customers, with programs touching nearly 15,000 chain locations in the U.S. to date

Superior Cranes Aftermarket Service

Provides customers with total lifecycle support for every Manitowoc Crane product they operate

Key competitive advantage that reduces volatility via recurring revenue stream

Investments made to accelerate response times, broaden global capabilities, and strengthen technical support

Identified service programs, such as installation and planned maintenance, as major elements of aftermarket growth strategy

Page 20: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Sourcing/ Procurement

Focused on Continued Execution Of Operating Improvements

Operating Improvements Expected to Have Quantifiable Benefits

Lean Manufacturing

Other Efficiency

Improvements

Actions and ExamplesTotal 2017

Run-Rate Benefits

Purchasing transformation initiative

Improved processes, tools, data analysis

Trained purchasing professionals

Supplier agreements, SDI

Product cost take-out (PCTO)

Global sourcing initiative: $30-50M

PCTO initiatives

• FSG: $9-12M

• Cranes: $15M-25M

~$55M - $85M

Operating efficiencies

Value streams, flow manufacturing

Cost of poor quality (COPQ) reduction

Manitowoc Operating System (MOS)

Standardization

COPQ improvements

• FSG: $8M-10M

• Cranes: $15M-20M

Manufacturingimprovements

• FSG: $9M-11M

• Cranes: $15M-20M

~$45M - $60M

Segment reorganization

Reorganization

• FSG: $10M

• Cranes: $15M

~$25M

Projected 2017 Run-Rate Benefits

Total: $125-$170

Page 21: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

THIRD-QUARTER AND FULL-YEAR

FINANCIAL REVIEW

Page 22: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Third-Quarter and Full-Year Results

Q3 2015 Q3 2014 FY 2014 FY 2013

Net Sales $863.5M $986.3M $3.9B $4.0B

Cranes $438.2M $569.2M $2.3B $2.5B

Foodservice $425.3M $417.1M $1.6B $1.5B

Operating Earnings $42.2M $81.3M $299M $364M

Cranes $4.3M $41.6M $164M $219M

Foodservice $70.4M $61.9M $234M $250M

GAAP EPS $0.03 $0.53 $1.05 $1.05

ADJUSTED EPS $0.09 $0.36 $1.16 $1.45

Page 23: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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2015 Full-Year Guidance

Financial Metrics 2015 Guidance

Crane revenue Approximate 15 to 20 percent decline

Crane operating margins Low single-digit percentage

Foodservice revenue Approximately flat

Foodservice operating margins Mid-teens percentage

Capital expenditures Approximately $70 million

Depreciation and amortization Approximately $110 million

Interest expense Approximately $90 million

Amortization of deferred financing fees Approximately $4 million

Total Leverage Approximately 4.0x debt-to-EBITDA

Effective Tax Rate, excluding one-time costs caused by the spin-off

Approximately 30 percent

Page 24: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility

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Positioning two leading business platforms to unlock value

Conclusion

Challenging macro conditions likely to persist

Prudent investments, focused on growth and margin expansion opportunities

Planned separation to create two strong, independent public companies

Anticipated timeline for planned separation will allow us to prepare the businesses for ongoing success

By-law amendment declassifying the Board on a phased-in basis commencing with the elections at Manitowoc’s 2015 annual meeting of shareholders

Focused on value creation for our shareholders

Page 25: Unlocking Value for Shareholders BAIRD INDUSTRIALS CONFERENCE · 11/10/2015  · introductions and technology, economic conditions, successful acquisitions, manufacturing and facility