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As filed with the Securities and Exchange Commission on August 17, 2016
Registration No. 333-            

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MANITOWOC FOODSERVICE, INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	3580	 	47-4625716	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	
2227 Welbilt Boulevard
New Port Richey, Florida 34655
(727) 375-7010
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Maurice D. Jones
Senior Vice President, General Counsel and Secretary
2210 Woodland Drive
Manitowoc, WI 54220
(920) 683-7523
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Mark T. Plichta
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions pursuant to the exchange offer described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	¨	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	x   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)   ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ¨

CALCULATION OF REGISTRATION FEE

 	
Title of each class of
securities to be registered	 	Amount
to be
registered	 	Proposed
maximum
offering price
per unit(1)	 	Proposed
maximum
aggregate
offering price(1)	 	Amount of
registration fee	
9.500% Senior Notes due 2024(2)	 	$425,000,000	 	100%	 	$425,000,000	 	$42,797.50	
Guarantees for the 9.500% Senior Notes due 2024	 	(3)	 	(3)	 	(3)	 	(3)	

(1)	Exclusive of accrued interest, if any, and estimated solely for purposes of determining the registration fee.	
(2)	Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933.	
(3)	Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantees.	

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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TABLE OF ADDITIONAL REGISTRANTS(1)

Exact Name of Registrant as Specified in Its Charter	  	State or Other
Jurisdiction of
Incorporation	  	Primary Standard
Industrial
Classification
Number	 	  	I.R.S. Employer
Identification
Number	 	
Appliance Scientific, Inc.	  	Delaware	  	 	3580	  	  	 	75-2864607	  	
Berisford Property Development (USA) Ltd.	  	New York	  	 	3580	  	  	 	13-3437269	  	
Charles Needham Industries Inc.	  	Texas	  	 	3580	  	  	 	38-2765757	  	
Cleveland Range, LLC	  	Delaware	  	 	3580	  	  	 	34-1612187	  	
The Delfield Company LLC	  	Delaware	  	 	3580	  	  	 	38-2985152	  	
Enodis Corporation	  	Delaware	  	 	3580	  	  	 	11-1767288	  	
Enodis Group Holdings US, Inc.	  	Delaware	  	 	3580	  	  	 	36-3635892	  	
Enodis Holdings, Inc.	  	Delaware	  	 	3580	  	  	 	57-1239904	  	
Enodis Technology Center, Inc.	  	Delaware	  	 	3580	  	  	 	59-2658642	  	
Frymaster L.L.C.	  	Louisiana	  	 	3580	  	  	 	72-1405142	  	
Garland Commercial Industries LLC	  	Delaware	  	 	3580	  	  	 	11-2313525	  	
Kysor Business Trust	  	Delaware	  	 	3580	  	  	 	38-6683555	  	
Kysor Holdings, Inc.	  	Delaware	  	 	3580	  	  	 	59-3723455	  	
Kysor Industrial Corporation	  	Michigan	  	 	3580	  	  	 	38-1909000	  	
Kysor Industrial Corporation	  	Nevada	  	 	3580	  	  	 	38-2097806	  	
Kysor Nevada Holding Corp.	  	Nevada	  	 	3580	  	  	 	37-1577028	  	
Landis Holdings LLC	  	Delaware	  	 	3580	  	  	 	41-1782351	  	
Manitowoc Equipment Works, Inc.	  	Nevada	  	 	3580	  	  	 	39-1775032	  	
Manitowoc Foodservice Companies, LLC	  	Wisconsin	  	 	3580	  	  	 	88-0369684	  	
Manitowoc Foodservice Holding, Inc.	  	Wisconsin	  	 	3580	  	  	 	81-0859611	  	
Manitowoc FP, Inc.	  	Nevada	  	 	3580	  	  	 	88-0369687	  	
Manitowoc FSG International Holdings, Inc.	  	Nevada	  	 	3580	  	  	 	36-3075225	  	
Manitowoc FSG Operations, LLC	  	Nevada	  	 	3580	  	  	 	39-1987754	  	
Manitowoc FSG U.S. Holding, LLC	  	Delaware	  	 	3580	  	  	 	36-4593091	  	
McCann’s Engineering & Manufacturing Co., LLC	  	California	  	 	3580	  	  	 	90-0276022	  	
MTW County Limited	  	UK and Delaware	  	 	3580	  	  	 	98-0580379	  	
Welbilt Corporation	  	Delaware	  	 	3580	  	  	 	59-3722267	  	
Welbilt Holding Company	  	Delaware	  	 	3580	  	  	 	51-0305085	  	
Westran Corporation	  	Michigan	  	 	3580	  	  	 	38-1160960	  	

(1)	The address and telephone number of the principal executive offices for each additional registrant is 2227 Welbilt Boulevard, New Port Richey, Florida 34655, (727) 375-7010. The name, address and telephone number of the agent for service for each additional registrant is Maurice D. Jones, Senior Vice President, General Counsel and Secretary, Manitowoc Foodservice, Inc., 2210 Woodland Drive, Manitowoc, Wisconsin 54220, (920) 683-7523.	

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Subject to completion
Preliminary prospectus dated August 17, 2016
PRELIMINARY PROSPECTUS

Manitowoc Foodservice, Inc.
Exchange Offer for
$425,000,000 9.500% Senior Notes due 2024

We are offering, upon the terms and subject to the conditions set forth in this prospectus, to exchange all of our outstanding 9.500% Senior Notes due 2024, issued on February 18, 2016 in a private offering, for our new 9.500% Senior Notes due 2024, the issuance of which is registered pursuant to this prospectus under the Securities Act of 1933, as amended (the “Securities Act”).
 
 	•	 	The exchange offer expires at 5:00 p.m., New York City time, on             , 2016, unless we extend it.	
 
 	•	 	The new notes and the original notes are substantially identical, except the new notes will be issued in a transaction that will have been registered under the Securities Act, the new notes will not contain securities law restrictions on transfer and the new notes will not provide for registration rights or the payment of additional interest under circumstances relating to the timing of the exchange offer.	
 
 	•	 	The new notes will be jointly, severally, fully and unconditionally guaranteed by certain of our subsidiaries on a senior unsecured basis.	
 
 	•	 	All outstanding original notes that are validly tendered and not validly withdrawn will be exchanged.	
 
 	•	 	You may withdraw your tender of original notes any time before the exchange offer expires.	
 
 	•	 	We will not receive any proceeds from the exchange offer.	
 
 	•	 	No established trading market for the new notes currently exists. The new notes will not be listed on any securities exchange or included in any automated quotation system.	
 
 	•	 	The exchange of notes will not be a taxable event for U.S. federal income tax purposes.	
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal for the exchange offer states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days beginning when the new notes are first issued to make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
See “ Risk Factors ” beginning on page 10 for a discussion of risk factors that you should consider before deciding to exchange your original notes for new notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2016.

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 	  	Page	 	
		
Industry and Market Data	  	 	ii	  	
Trademarks	  	 	ii	  	
Disclosure Regarding Forward-Looking Statements	  	 	ii	  	
Prospectus Summary	  	 	1	  	
Risk Factors	  	 	10	  	
Ratio of Earnings to Fixed Charges	  	 	27	  	
Use of Proceeds	  	 	28	  	
Capitalization	  	 	29	  	
Selected Historical Financial Information and Other Data	  	 	30	  	
Business	  	 	31	  	
Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	52	  	
Quantitative and Qualitative Disclosures About Market Risk	  	 	81	  	
The Exchange Offer	  	 	83	  	
Description of Certain Indebtedness	  	 	91	  	
Description of New Notes	  	 	93	  	
Management	  	 	133	  	
Compensation Discussion and Analysis	  	 	140	  	
Executive Compensation	  	 	142	  	
Certain Relationships and Related Party Transactions, and Director Independence	  	 	166	  	
Book-Entry, Delivery and Form	  	 	169	  	
Material U.S. Federal Income Tax Consequences	  	 	171	  	
Plan of Distribution	  	 	172	  	
Legal Matters	  	 	173	  	
Experts	  	 	173	  	
Where You Can Find More Information	  	 	173	  	
Financial Statements and Supplementary Data	  	 	F-1	  	

 
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 INDUSTRY AND MARKET DATA
When we make statements in this prospectus about our market share or position in our industry or any category thereof, such statements are based on market and industry data and forecasts that we obtained from industry publications and surveys, government reports, reports by market research firms or other available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of and have not independently verified this information. This information may prove to be inaccurate and is subject to change because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on availability and reliability of primary source of information, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. Additionally, we have supplemented third-party information where necessary with management estimates based on our review of internal surveys, information from our customers and vendors, trade and business organizations and other contacts in markets in which we operate, and our management’s knowledge and experience. Although we believe that these independent sources and our management’s estimates are reliable as of the date of this prospectus, the information contained in them has not been independently verified, and we cannot assure you as to the accuracy or completeness of such information. As a result, you should be aware that market share and industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. We do not make any representation as to the accuracy or completeness of such information. While we are not aware of any misstatements regarding the industry data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors.”
When we make statements in this prospectus regarding our largest customers, we measure the size of our customers by the amount of revenue we generate from them.
 TRADEMARKS
We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are listed without the ™ or ® symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks and trade names included or referred to in this prospectus.
 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this prospectus that are not historical facts are forward-looking statements, which are based upon our current expectations, within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause actual results to differ materially from what appears within this prospectus.
Forward-looking statements include descriptions of plans and objectives for future operations, and the assumptions behind those plans. The words “anticipates,” “believes,” “intends,” “estimates,” “targets,” “expects,” “could,” “will,” “may” or similar expressions, usually identify forward-looking statements. Any and all projections of future performance are forward-looking statements.
In addition to the assumptions, uncertainties, and other information referred to specifically in the forward-looking statements, a number of factors relating to our business could cause actual results to be significantly different from what is presented in this prospectus. Those factors include, without limitation, the following:
 
 	•	 	the impact of our separation from The Manitowoc Company, Inc. (“MTW”) and risks relating to our ability to operate effectively as an independent, publicly traded company;	
 
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 	•	 	efficiencies and capacity utilization of facilities;	
 
 	•	 	issues relating to our ability to timely and efficiently execute on manufacturing strategies, including issues relating to new plant start-ups, plant closings, workforce reductions or ramp-ups, and/or consolidations of existing facilities and operations;	
 
 	•	 	our failure to retain our executive management team and to attract qualified new personnel;	
 
 	•	 	realization of anticipated earnings enhancements, cost savings, strategic options and other synergies, and the anticipated timing to realize those enhancements, savings, synergies, and options;	
 
 	•	 	availability of certain raw materials;	
 
 	•	 	growth of general and administrative expenses, including health care and postretirement costs;	
 
 	•	 	changes in raw materials prices, commodity prices and hedges in place;	
 
 	•	 	actions of competitors, including competitive pricing;	
 
 	•	 	the successful development of innovative products and market acceptance of new and innovative products;	
 
 	•	 	the ability to focus and capitalize on product quality and reliability;	
 
 	•	 	unexpected issues associated with the quality of materials and components sourced from third parties and resolution of those issues;	
 
 	•	 	unanticipated issues associated with refresh/renovation plans by national restaurant accounts and global chains;	
 
 	•	 	consumer demand for products from the quick-service restaurant chains and kiosks;	
 
 	•	 	growth in demand for foodservice equipment by customers in emerging markets;	
 
 	•	 	global expansion of customers;	
 
 	•	 	changes in the markets we serve;	
 
 	•	 	unanticipated changes in consumer spending;	
 
 	•	 	unfavorable outcomes in product liability lawsuits, or an increase in the volume of product liability lawsuits;	
 
 	•	 	unexpected costs incurred in protecting our intellectual property;	
 
 	•	 	weather;	
 
 	•	 	changes in domestic and international economic and industry conditions;	
 
 	•	 	work stoppages, labor negotiations, rates and temporary labor;	
 
 	•	 	the availability of local suppliers and skilled labor;	
 
 	•	 	unanticipated changes in capital and financial markets;	
 
 	•	 	changes in the interest rate environment;	
 
 	•	 	pressure of financing leverage;	
 
 	•	 	compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our debt obligations;	
 
 	•	 	foreign currency fluctuations and their impact on reported results and hedges in place;	
 
 	•	 	unexpected issues affecting our effective tax rate, including, but not limited to, global tax policies, tax reform, and tax legislation;	
 
 	•	 	unanticipated issues associated with the resolution or settlement of uncertain tax positions or unfavorable resolution of tax audits;	
 
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 	•	 	the tax treatment of the distribution of our common stock by MTW to its shareholders on March 4, 2016 and the restrictions on post-distribution activities imposed on Manitowoc Foodservice, Inc. (“MFS”) under the Tax Matters Agreement with MTW in order to preserve the tax-free treatment of the Spin-Off;	
 
 	•	 	actions of activist shareholders;	
 
 	•	 	costs associated with unanticipated environmental liabilities;	
 
 	•	 	risks associated with data security and technology systems and protections;	
 
 	•	 	world-wide political risk;	
 
 	•	 	natural disasters disrupting commerce in one or more regions of the world;	
 
 	•	 	acts of terrorism;	
 
 	•	 	geographic factors and economic risks;	
 
 	•	 	changes in laws and regulations, as well as their enforcement, throughout the world;	
 
 	•	 	changes in the costs of compliance with laws regarding trade, export controls and foreign corrupt practices;	
 
 	•	 	foodservice equipment replacement cycles in the U.S. and other mature markets;	
 
 	•	 	the ability to compete and appropriately integrate, and/or transition, restructure and consolidate acquisitions, divestures, strategic alliances, joint ventures and other strategic alternatives and otherwise capitalize on key strategic opportunities;	
 
 	•	 	in connection with acquisitions, divestitures, strategic alliances and joint ventures, the finalization of the price and other terms, the realization of contingencies consistent with any established reserves, and unanticipated issues associated with transitional services; and	
 
 	•	 	other events outside our control.	
For a discussion of important risk factors affecting our business and risks related to an investment in our securities, including factors that could cause actual results to differ materially from results referred to in the forward-looking statements, see “Risk Factors” in this prospectus. We do not have any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
 
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 PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before making a decision whether to exchange your original notes for new notes. You should read this entire prospectus, including “Risk Factors,” carefully before making a decision whether to exchange your original notes for new notes.
Presentation of Information
On January 29, 2015, The Manitowoc Company, Inc. (“MTW”) announced plans to create two independent public companies to separately operate its two businesses: its Crane business and the Foodservice business. To effect the separation, MTW first undertook an internal reorganization, following which MTW held the Crane business, and Manitowoc Foodservice, Inc. (“MFS”) held the Foodservice business. Then, on March 4, 2016, MTW distributed all of our common stock to MTW’s shareholders on a pro rata basis, and we became an independent publicly traded company (the “Distribution”). As used in this prospectus, “Spin-Off” refers to both the above described internal reorganization and Distribution, collectively.
Unless otherwise expressly stated or the context otherwise requires, in this prospectus, references to “we,” “our,” “us,” “the Company,” or “MFS”, refers to Manitowoc Foodservice, Inc., a Delaware corporation incorporated in 2015, and its consolidated subsidiaries or, in the case of information as of dates or for periods prior to our separation from MTW, the combined entities of the Foodservice business, and certain other assets and liabilities that were historically held at the MTW corporate level, but were specifically identifiable and attributable to the Foodservice business. The “issuer” and “Manitowoc Foodservice” refers to Manitowoc Foodservice, Inc. and not to any of its subsidiaries or affiliates.
In this prospectus, except as expressly set forth in the section captioned “Description of New Notes,” we refer to our outstanding 9.500% Senior Notes due 2024 as the “original notes” and we refer to our new 9.500% Senior Notes due 2024, the issuance of which is registered under the Securities Act, as the “new notes.” Any reference to “notes” in this prospectus refers to the original notes and the new notes collectively, unless the context requires a different interpretation.
About Our Company
MFS is one of the world’s leading commercial foodservice equipment companies. We design, manufacture and service an integrated portfolio of hot and cold category products, and have a long track record of innovation. We have one of the industry’s broadest portfolios of products and are recognized by our customers and channel partners for the quality, reliability, and durability of our products. Our capabilities span refrigeration, ice-making, cooking, holding, food-preparation, and beverage-dispensing technologies, which allow us to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home. We supply foodservice equipment to commercial and institutional foodservice operators such as full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions.
We differentiate ourselves by uniquely integrating food, equipment, digital technologies, and people to increase efficiency throughout the food preparation cycle, and create winning customer and consumer experiences. Our customers and channel partners trust the Company and its food-inspiring technologies to serve their diverse needs on a global basis.
Our products are sold in more than 100 countries globally, across the Americas, EMEA and APAC. (The Americas segment, includes the U.S., Canada and Latin America. The EMEA segment is made up of markets in

 
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Europe, Middle East and Africa, including Russia and the commonwealth of independent states. The APAC segment is principally comprised of markets in China, Singapore, Australia, India, Malaysia, Indonesia, Thailand and Philippines.)
Our products, services and solutions are marketed through a worldwide network of over 3,000 dealers and distributors under well-established and recognized brands, including Cleveland™, Convotherm®, Dean™, Delfield™, Fabristeel™, Frymaster™, Garland™, Inducs™, Kolpak™, Koolaire™, Lincoln™, Manitowoc Beverage Systems, Manitowoc® Ice, Merco™, Merrychef®, Moorwood Vulcan®, Multiplex™, RDI™ Systems, Servend™, TRUpour®, U.S. Range™, and Welbilt™. All of our products are supported by KitchenCare®, our aftermarket repair and parts service business. MFS’ scale and expertise enable it to serve a global customer base in continually evolving foodservice markets.
Corporate Information
We are a publicly traded Delaware corporation. Our common stock is listed on the New York Stock Exchange under the symbol “MFS.” Our headquarters and principal executive offices are located at 2227 Welbilt Boulevard, New Port Richey, Florida 34655, our telephone number is (727) 375-7010, and our website address is www.manitowocfoodservice.com .

 
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The Exchange Offer
 
Original Notes	We sold $425,000,000 aggregate principal amount of our 9.500% Senior Notes due 2024, which are jointly, severally, fully and unconditionally guaranteed on a senior unsecured basis by each of our existing and future subsidiaries that from time to time guarantees obligations under our senior secured credit facilities, with certain exceptions, to the initial purchasers on February 18, 2016. The initial purchasers resold the original notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.	
 
Registration Rights Agreement	When we sold the original notes, we entered into a registration rights agreement with the representative for the initial purchasers in which we agreed, among other things, to provide you and all other holders of the original notes the opportunity to exchange your original notes for a new series of substantially identical notes, the issuance of which is registered under the Securities Act. The exchange offer is being made for that purpose.	
 
New Notes	We are offering to exchange the original notes for 9.500% Senior Notes due 2024, the issuance of which we have registered under the Securities Act, which will be jointly, severally, fully and unconditionally guaranteed on a senior unsecured basis by our existing and future subsidiaries that from time to time guarantee obligations under our senior secured credit facilities, with certain exceptions. The new notes and the original notes are substantially identical, except:	
 
 	•	 	the new notes will be issued in a transaction that will have been registered under the Securities Act;	
 
 	•	 	the new notes will not contain securities law restrictions on transfer; and	
 
 	•	 	the new notes will not provide for registration rights or the payment of additional interest under circumstances relating to the timing of the exchange offer.	
 
The Exchange Offer	We are offering to issue new notes in exchange for a like principal amount and like denomination of original notes. As of the date of this prospectus, there are $425,000,000 aggregate principal amount of our original notes outstanding. For procedures for tendering, see “The Exchange Offer—Procedures for Tendering Original Notes.”	
 
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on             , 2016, unless we extend it.	

 
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Resales of New Notes	We believe that the new notes issued pursuant to the exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if:	
 
 	•	 	you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;	
 
 	•	 	you are acquiring the new notes in the ordinary course of your business;	
 
 	•	 	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the new notes; and	
 
 	•	 	you are not acting on behalf of any person who could not truthfully make the foregoing representations.	
 
 	If you are an affiliate of ours, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, then:	
 
 	•	 	you may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission (the “SEC”);	
 
 	•	 	you will not be permitted to tender original notes in the exchange offer; and	
 
 	•	 	you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the original notes.	
 
 	Each participating broker-dealer that receives new notes for its own account under the exchange offer in exchange for original notes that were acquired by the broker-dealer as a result of market making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.	
 
 	Any broker-dealer that acquired original notes from us may not rely on the applicable interpretations of the staff of the SEC and must comply with registration and prospectus delivery requirements of the Securities Act (including being named as a selling security holder) in connection with any resales of the original notes or the new notes.	
 
 	See “The Exchange Offer—Procedures for Tendering Original Notes” and “Plan of Distribution.”	
 
Acceptance of Original Notes and Delivery of New Notes	We will accept for exchange any and all original notes that are validly tendered in the exchange offer and not withdrawn before the offer expires. The new notes will be delivered promptly following the exchange offer.	

 
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Withdrawal Rights	You may withdraw your tender of original notes at any time before the exchange offer expires.	
 
Conditions of the Exchange Offer	Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange new notes for, any original notes if:	
 
 	•	 	the exchange offer, or the making of any exchange by a holder of original notes, would violate any applicable law or applicable interpretation by the staff of the SEC;	
 
 	•	 	any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or	
 
 	•	 	all governmental approvals have not been obtained, which approvals we deem necessary for the expiration of the exchange offer.	
 
 	Subject to applicable law, we may waive these conditions in our discretion in whole or in part at any time and from time to time.	
 
 	See “The Exchange Offer—Conditions.”	
 
Consequences of Failure to Exchange	If you are eligible to participate in the exchange offer and you do not tender your original notes, then you will not have further exchange or registration rights and you will continue to hold original notes subject to restrictions on transfer.	
 
Federal Income Tax Consequences	For U.S. federal income tax purposes, the exchange of original notes for new notes pursuant to the exchange offer will not constitute a taxable event, and each new note will have the same tax attributes (including adjusted issue price, adjusted tax basis and holding period) as the corresponding original note had immediately before the exchange. The U.S. federal income tax consequences of holding and disposing of the new notes will be the same as those applicable to the original notes. See “Material U.S. Federal Income Tax Consequences.”	
 
Use of Proceeds	We will not receive any proceeds from the exchange offer.	
 
Accounting Treatment	We will not recognize any gain or loss on the exchange of notes. See “The Exchange Offer—Accounting Treatment.”	
 
Exchange Agent	Wells Fargo Bank, National Association is the exchange agent. See “The Exchange Offer—Exchange Agent.”	

 
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The New Notes
The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of New Notes” section of this prospectus contains a more detailed description of the terms and conditions of the new notes.
 
Issuer	MFS	
 
Notes Offered	$425,000,000 aggregate principal amount of 9.500% Senior Notes due 2024.	
 
Maturity Date	February 15, 2024.	
 
Interest	Interest on the new notes will accrue at a rate of 9.500% per annum.	
 
Interest Payment Dates	Interest on the new notes will be payable semi-annually in cash in arrears on February 15 and August 15 of each year, commencing on August 15, 2016.	
 
Ranking	The new notes will rank equally in right of payment with all of the issuer’s other senior indebtedness, but will be effectively junior to all of the issuer’s secured indebtedness, including indebtedness with respect to the senior secured credit facilities under which the issuer is a borrower, to the extent of the value of the assets securing that indebtedness. The new notes will also be structurally subordinated to all liabilities of the issuer’s subsidiaries that do not guarantee the new notes.	
 
 	Each guarantor’s guarantee of the new notes will rank equally in right of payment with all of such guarantor’s existing and future senior obligations, senior in right of payment to all of such guarantor’s existing and future subordinated indebtedness and effectively junior to such guarantor’s existing and future secured obligations (including indebtedness with respect to its guarantee of the senior secured credit facilities) to the extent of the value of the assets securing that indebtedness.	
 
Guarantees	The new notes will be fully and unconditionally guaranteed on a senior unsecured basis by each of the issuer’s domestic restricted subsidiaries that guarantees obligations, or is a borrower, under the senior secured credit facilities or that guarantees other series of capital markets debt securities of the issuer or a guarantor. Any guarantee of the new notes will be automatically released in the event such guarantee is released under the senior secured credit facilities.	
 
 	The guarantee of a guarantor may terminate under certain circumstances described under “Description of New Notes—Guarantees.”	
 
 	MTW is not the issuer of the new notes and neither it nor its subsidiaries is or will be a guarantor or obligor (contingent or otherwise) with respect to the new notes.	

 
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Optional Redemption	At any time prior to February 15, 2019, the issuer may redeem all or a portion of the new notes at a “make-whole” redemption price set forth elsewhere in this prospectus, plus accrued and unpaid interest to, but not including, the redemption date.	
 
 	In addition, at any time prior to February 15, 2019, the issuer has the option to, on one or more occasions, redeem up to 35% of the aggregate principal amount of the new notes at a redemption price equal to 109.500% of the principal amount of the new notes redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date, with the net cash proceeds of certain equity offerings.	
 
 	At any time on and after February 15, 2019, the issuer may redeem the new notes, in whole or in part, at an initial redemption price of 107.125% of principal amount of the new notes redeemed, plus accrued and unpaid interest to, but not including, the redemption date. The redemption price will decline each year after February 15, 2019 and will be 100% of principal amount of the new notes redeemed, plus accrued and unpaid interest to, but not including, the redemption date, beginning on February 15, 2022.	
 
 	See “Description of New Notes—Redemption—Optional Redemption.”	
 
Change of Control Triggering Event	Upon a change of control (as defined under “Description of New Notes”), the issuer will be required to make an offer to purchase the new notes. The purchase price will equal 101% of the principal amount of the new notes on the date of purchase plus accrued interest to, but not including, the purchase date. We may not have sufficient funds available at the time of any change of control to make any required debt repayment (including repurchases of the new notes). See “Risk Factors— Risks Relating to the Exchange Offer and the New Notes—Our ability to repurchase the new notes upon a change of control may be limited.”	
 
Collateral	The new notes and the related guarantees will be unsecured.	
 
Certain Covenants	The indenture governing the new notes contains covenants that restrict the issuer’s ability and the ability of the issuer’s restricted subsidiaries to:	
 
 	•	 	incur, assume or guarantee additional debt or issue certain preferred shares;	
 
 	•	 	pay dividends on or make other distributions in respect of our capital stock or make other restricted payments;	
 
 	•	 	make certain investments;	
 
 	•	 	sell or transfer certain assets;	
 
 	•	 	create liens on certain assets to secure debt;	

 
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 	•	 	consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets;	
 
 	•	 	enter into certain transactions with affiliates; and	
 
 	•	 	designate our subsidiaries as unrestricted.	
 
 	These covenants are subject to a number of important qualifications, limitations and exceptions. See “Description of New Notes—Certain Covenants.” Certain covenants are also subject to suspension in the event that the new notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s Financial Services LLC.	
 
No Prior Market	The new notes will be a new issue of securities for which there is currently no market. We do not intend to apply for the new notes to be listed on any securities exchange or to arrange for the new notes to be quoted on any quotation system. Accordingly, we cannot assure you that a liquid market for the new notes will develop or be maintained. If no active trading market develops, you may not be able to resell your new notes at their fair market value or at all.	
 
Risk Factors	You should refer to the section entitled “Risk Factors” for an explanation of certain risks of investing in the new notes.	
 
Form and Denomination	The new notes will be issued in minimum denominations of $2,000 and higher integral multiples of $1,000. The new notes will be book entry only and registered in the name of a nominee of The Depository Trust Company of New York City (“DTC”).	
 
Governing Law	New York.	
 
Trustee	Wells Fargo Bank, National Association.	

 
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Summary Financial Information and Other Data
The following summary financial data reflects the combined or consolidated operations of MFS for the periods indicated below. The summary combined statement of operations data and other financial data for the years ended December 31, 2015, 2014 and 2013, and summary combined balance sheet data as of December 31, 2015, 2014 and 2013, as set forth below, have been derived from our audited combined financial statements that are included elsewhere in this prospectus. The summary condensed consolidated statement of operations data and other financial data for the six months ended June 30, 2016 and 2015 and summary condensed consolidated balance sheet data as of June 30, 2016 and 2015 are derived from our unaudited consolidated (condensed) interim financial statements that are included elsewhere in this prospectus. The unaudited consolidated (condensed) financial data have been prepared on a basis consistent with the basis on which our audited combined financial statements have been prepared, except for income taxes for the six months ended June 30, 2016 and 2015 which are based on the estimated annual effective tax rate for the full year. In the opinion of MFS’ management, the unaudited consolidated (condensed) financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such data. The historical results do not necessarily indicate the results expected for any future period.

 	  	As of and for the
six months ended
June 30,	 	  	As of and for the year
ended December 31,	 	
(in millions)	  	2016	 	  	2015	 	  	2015	 	  	2014	 	  	2013	 	
Statement of Operations Data:	  				  				  				  				  				
						
Net Sales	  	$	693.9	  	  	$	753.1	  	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	
Depreciation and amortization	  	 	24.5	  	  	 	25.7	  	  	 	51.0	  	  	 	53.0	  	  	 	51.4	  	
Earnings before income taxes	  	 	41.9	  	  	 	74.4	  	  	 	196.3	  	  	 	187.2	  	  	 	204.6	  	
Net earnings	  	 	33.2	  	  	 	50.9	  	  	 	157.1	  	  	 	159.8	  	  	 	146.1	  	
						
Balance Sheet Data:	  				  				  				  				  				
Working capital (1)	  	$	141.2	  	  	$	146.7	  	  	$	88.0	  	  	$	72.7	  	  	$	74.0	  	
Total assets	  	 	1,807.0	  	  	 	1,929.8	  	  	 	1,754.0	  	  	 	1,898.3	  	  	 	1,918.2	  	
Long term capital leases and debt	  	 	1,369.9	  	  	 	2.6	  	  	 	2.3	  	  	 	3.6	  	  	 	1.7	  	
						
Other Financial Data:	  				  				  				  				  				
Capital expenditures	  	$	6.2	  	  	$	6.7	  	  	$	13.2	  	  	$	25.3	  	  	$	33.6	  	
 
(1)	Working capital is defined as net receivables and inventory less third-party accounts payable.	

 
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 RISK FACTORS
You should carefully consider the risks described below, in addition to the other information contained in this prospectus, before deciding whether to exchange your original notes for new notes. If any of the risks described below actually occurs, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Any such adverse effect may adversely affect our ability to repay the notes and as a result you could lose all or part of your investment in us. Our business may also be adversely affected by risks and uncertainties not known to us or risks that we currently believe to be immaterial. Some of the statements in this discussion of risk factors are forward-looking statements. See “Disclosure Regarding Forward-Looking Statements.”
Risks Relating to Our Business
Our operational results are dependent on how well we can scale our manufacturing capacity and resources to the level of our customers’ demand.
Our products are sold in an industry that requires manufacturers to make highly efficient use of manufacturing capacity. Insufficient or excess capacity threatens our ability to generate competitive profit margins and may expose us to liabilities related to contract commitments. Adapting or modifying our capacity is difficult, as modifications take substantial time to execute and, in some cases, may require regulatory approval. Additionally, delivering product during process or facility modifications requires special coordination. The cost and resources required to adapt our capacity, such as through facility acquisitions, facility closings, or process moves between facilities, may negate any planned cost reductions or may result in costly delays, product quality issues or material shortages, all of which could adversely affect our operational results and our reputation with our customers.
If we are unable to successfully implement certain cost-reduction initiatives, we may not achieve our earnings targets.
We have developed initiatives to realize cost savings, for example, by reducing the complexity of our product offerings, including our “80/20” initiative that will focus the majority of our resources on our most important products and best customers. However, the success of this and other profit-enhancement and cost-reduction initiatives is not guaranteed, and we may not achieve the cost savings we expect. The 80/20 initiative in particular involves significant cultural shifts, both internally and for our customers, that may inhibit or impair its successful implementation. Additionally, if we devote a disproportionate amount of time, personnel and resources to initiatives that yield slower or less than anticipated results or that are ultimately unsuccessful, we may be distracted from other initiatives and priorities that might have yielded more rapid or better results, and our results of operations may suffer accordingly.
Price increases or our inability to execute successful pricing strategies for some materials and sources of supply, as well as disruptions of supplies of some materials, could affect our profitability.
We use large amounts of steel, stainless steel, aluminum, copper and electronic controls, among other items, in the manufacture of our products. Occasionally, market prices of some of our key raw materials increase significantly, which could adversely affect our margins. Furthermore, although we are implementing a strategic sourcing initiative, we may not be able to achieve the expected cost savings from that initiative. In addition, because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers - including those due to capacity constraints, labor disputes, impaired financial condition of suppliers, weather emergencies or other natural disasters - may impair our ability to satisfy our customers and could adversely affect our financial performance.
To better manage our exposures to certain commodity price fluctuations, we regularly hedge our commodity exposures through financial markets. Through this hedging program we fix the future price for a portion of these
 
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commodities used in the production of our products. To the extent that our hedging results in fixing commodity prices that are unfavorable in comparison to market prices at the time of purchase, we would experience a negative impact on our profit margins compared to the margins we would have realized if these price commitments were not in place, which may adversely affect our financial condition, results of operations and cash flows.
Because we participate in an industry that is highly competitive, our net sales and profits could decline as we respond to competition.
We sell our products in a highly competitive industry. We compete based on product design, quality of products, quality and responsiveness of product support services, product performance and reliability, maintenance costs and price. Some of our competitors may have greater financial, marketing, manufacturing and distribution resources than we do. Competition could cause our sales to decrease or cause us to cut prices or incur additional costs to remain competitive, any of which could adversely affect our financial condition, results of operations and cash flows.
Additionally, a substantial portion of our dealer revenue comes from a small number of buying groups, which gives those buying groups a large degree of leverage and purchasing power with us and other suppliers. In recent years those buying groups have used their leverage to extract larger rebates, discounts and other price reductions. We must continually balance the added revenue from providing reduced prices to those buying groups against the reduced margins generated by them, which could adversely affect our results of operations.
If we do not develop new and innovative products or if customers in our markets do not accept them, our results would be negatively affected.
Our products must be kept current to meet our customers’ needs, overcome competitive products and meet evolving regulatory requirements. To remain competitive, we therefore must develop new and innovative products on an on-going basis, and we invest significantly in the research and development of new products. If we do not successfully develop innovative products, it may be difficult to differentiate our products from our competitors’ products and satisfy regulatory requirements, and our sales and results would suffer.
If we do not meet customers’ product quality and reliability standards/expectations, we may experience increased or unexpected product warranty claims and other adverse consequences to our business.
Product quality and reliability are significant factors influencing customers’ decisions to purchase our products. Inability to maintain the high quality of our products relative to the perceived or actual quality of similar products offered by competitors could result in the loss of market share, loss of revenue, reduced profitability, an increase in warranty costs, and/or damage to our reputation. Similarly, if we fail to provide the same level of quality through our KitchenCare aftermarket parts and repair service as we provide in original equipment manufacturing, it could likewise negatively affect our revenue and our reputation with our customers.
Product quality and reliability are determined in part by factors that are not entirely within our control. We depend on our suppliers for parts and components that meet our standards. If our suppliers fail to meet those standards, we may not be able to deliver the quality products that our customers expect, which may impair revenue and our reputation and lead to higher warranty costs.
We provide our customers a warranty covering workmanship, and in some cases materials, on products we manufacture. Our warranty generally provides that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer term warranties. If a product fails to comply with the warranty, we may be obligated, at our expense, to correct any defect by repairing or replacing the defective product. Although we maintain warranty reserves in an amount based primarily on the number of units shipped and on historical and anticipated warranty claims, there can be no assurance that future warranty claims will
 
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follow historical patterns or that we can accurately anticipate the level of future warranty claims. An increase in the rate of warranty claims or the occurrence of unexpected warranty claims could adversely affect our financial condition, results of operations and cash flows.
Changing consumer tastes and government regulations affecting the quick-service restaurant industry could affect sales to our largest customers.
A number of our largest customers operate in the quick-service restaurant industry. The quick-service restaurant industry is frequently affected by changes in consumer tastes and eating habits, often as a result of new information or attitudes regarding diet and health or as a result of government regulations requiring quick-service restaurants to disclose the nutritional content of their food. If consumers’ eating habits change significantly, our customers may choose or be required to modify their menu offerings. Such modifications, or the failure to make the modifications to the extent consumers desire, could have an adverse effect on our customers’ business, financial conditions or results, which in turn could adversely affect the customers’ demand for our products.
We have significant manufacturing and sales of our products outside of the United States, which may present additional risks to our business.
For the six months ended June 30, 2016 and the years ended December 31, 2015, 2014 and 2013, approximately 34.3%, 32.1%, 37.1% and 38.4%, respectively, of our net sales were attributable to products sold outside of the United States. Expanding our international sales is part of our growth strategy. International operations generally are subject to various risks, including political, military, religious and economic instability, local labor market conditions, the imposition of foreign tariffs, the impact of foreign government regulations, the effects of income and withholding tax, governmental expropriation, and differences in business practices. We may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with our international sales, manufacturing and the integration of new facilities that could cause loss of revenue or increased cost. Unfavorable changes in the political, regulatory and business climate and currency devaluations of various foreign jurisdictions could adversely affect our financial condition, results of operations and cash flows.
Our results of operations may be negatively impacted by product liability lawsuits.
Our business exposes us to potential product liability risks that are inherent in the design, manufacture, sale and use of our products. We have not to date incurred material costs related to these product liability claims. We vigorously defend ourselves against current claims and intend to do so against future claims. However, a substantial increase in the number of claims that are made against us or the amounts of any judgments or settlements could adversely affect our reputation and our financial condition, results of operations and cash flows.
If we fail to protect our intellectual property rights or maintain our rights to use licensed intellectual property, our business could be adversely affected.
Our patents, trademarks and licenses are important in the operation of our businesses. Although we protect our intellectual property rights vigorously, we cannot be certain that we will be successful in doing so. Third parties may assert or prosecute infringement or validity claims against us in connection with the services and products that we offer, and we may or may not be able to successfully defend these claims. Litigation, either to enforce our intellectual property rights or to defend against claimed infringement of the rights of others, could result in substantial costs and diversion of our resources. In addition, if a third party would prevail in an infringement claim against us, then we would likely need to obtain a license from the third party on commercial terms, which would likely increase our costs. Our failure to maintain or obtain necessary licenses or an adverse outcome in any litigation relating to patent infringement or other intellectual property matters could have a material adverse effect on our financial condition, results of operations and cash flows.
 
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Sales of our products are sensitive to volatile or variable factors. A downturn or weakness in overall economic activity or fluctuations in weather or other factors could adversely affect us.
Historically, sales of products that we manufacture and sell have been subject to variations caused by changes in general economic conditions and other factors. In particular, the strength of the economy generally may affect the rates of expansion, consolidation, renovation and equipment replacement within the restaurant, lodging, convenience store and healthcare industries, which may affect our sales. Furthermore, any future economic recession may impact leveraged companies like us more than competing companies with less leverage and may adversely affect our financial condition, results of operations and cash flows.
Weather conditions can substantially affect our business, as relatively cool summer weather and cooler-than-normal weather in hot climates tend to decrease sales of ice and beverage dispensers. Our sales depend in part upon our customers’ replacement or repair cycles. Adverse economic conditions may cause customers to forego or postpone new purchases in favor of repairing existing machinery.
If we are unable to sufficiently adjust to market conditions, among other potential adverse effects on our financial condition, results of operations and cash flows, we could fail to deliver on planned results, fall short of analyst and investor expectations, incur higher fixed costs, and/or fail to benefit from higher than expected customer demand resulting in loss of market share.
Our operations and profitability could suffer if we experience labor relations problems.
As of June 30, 2016, we employed approximately 5,500 people and had seven labor agreements with five employee unions in North America. We have one trade union in Europe, and a large majority of our European employees belong to that trade union or European works councils. We have two labor agreements with one trade union in China. During 2015, three of our union contracts expired. Each contract that expired in 2015 was successfully renegotiated without incident. In 2016, we have two union contracts that will expire. Any significant labor relations issues could adversely affect our operations, reputation, financial condition, results of operations and cash flows.
We are exposed to the risk of changes in interest rates or foreign currency fluctuations.
We have indebtedness that accrues interest at a variable rate. Increases in interest rates will reduce our operating cash flows and could hinder our ability to fund our operations, capital expenditures, acquisitions or dividends. In such cases we may seek to reduce our exposure to fluctuations in interest rates, but hedging our exposure carries the risk that we may forego the benefits we would otherwise experience if interest rates were to change in our favor. Developing an effective strategy for dealing with movements in interest rates is complex, and no strategy is guaranteed to completely insulate us from the risks associated with such fluctuations.
Additionally, some of our operations are or may be conducted by subsidiaries in foreign countries. The results of the operations and the financial position of these subsidiaries will be reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our combined financial statements, which are stated in U.S. dollars. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may continue to fluctuate significantly in the future. Such fluctuations may have a material effect on our results of operations and financial position and may significantly affect the comparability of our results between financial periods. In particular, we expect the recent weakening of the British pound following the United Kingdom’s vote to exit the European Union (“Brexit”) to have negative foreign currency translation impact on our Statements of Operations for the remainder of Fiscal 2016, and similar negative impacts could continue in the future.
We also incur currency transaction risk whenever one of our operating subsidiaries enters into a transaction using a different currency than its functional currency. We attempt to reduce currency transaction risk whenever one of our operating subsidiaries enters into a material transaction using a different currency than its functional currency by:
 
 	•	 	matching cash flows and payments in the same currency;	
 
 	•	 	direct foreign currency borrowing; and	
 
 	•	 	entering into foreign exchange contracts for hedging purposes.	
 
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However, we may not be able to hedge this risk completely or at an acceptable cost, which may adversely affect our financial condition, results of operations and cash flows in future periods.
Changes to tax laws or exposure to additional tax liabilities may have a negative impact on our operating results.
Tax policy reform continues to be a topic of discussion in the U.S. A significant change to the tax system in the U.S., including changes to the taxation of international income, could have a material adverse effect upon our results of operations. We regularly undergo tax audits in various jurisdictions in which our products are sold. Although we believe that our tax estimates are reasonable and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits, and any related litigation, could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could materially affect our operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.
Our business and/or reputation could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities.
Certain of our stockholders may in the future publicly or privately express views with respect to the operation of our business, our business strategy, corporate governance considerations or other matters that may not be fully aligned with our own. Responding to actions by activist shareholders can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees. Perceived uncertainties as to our future direction may result in the loss of potential business opportunities, damage to our reputation, and may make it more difficult to attract and retain qualified directors, personnel and business partners. These actions could also cause our stock price to experience periods of volatility.
Activist shareholders may in the future make strategic proposals, suggestions, or requests for changes concerning the operation of our business, our business strategy, corporate governance considerations, or other matters. We cannot predict, and no assurances can be given, as to the outcome or timing of any consequences arising from these actions, and any such consequences may impact the value of our securities.
Environmental liabilities that may arise in the future could be material to us.
Our operations, facilities and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater discharges, the handling and disposal of solid and hazardous materials and wastes, the remediation of contamination, and otherwise relating to health, safety and the protection of the environment. As a result, we are involved from time to time in administrative or legal proceedings relating to environmental and health and safety matters, and have in the past and will continue to incur capital and other expenditures relating to such matters. We also cannot be certain that identification of presently unidentified environmental conditions, more vigorous enforcement by regulatory authorities, or other unanticipated events will not arise in the future and give rise to additional environmental liabilities, compliance costs and/or penalties that could be material. Further, environmental laws and regulations are constantly evolving and it is impossible to predict accurately the effect any changes may have upon our financial condition, results of operations or cash flows.
Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable
 
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information of our customers and employees, in our internal and external data centers, cloud services, and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure, and that of our partners, may be vulnerable to malicious attacks or breached due to employee error, malfeasance or other disruptions, including as a result of roll-outs of new systems. Any such breach or operational failure could compromise our networks and/or that of our partners and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings and/or regulatory penalties, disrupt our operations, damage our reputation, and/or cause a loss of confidence in our products and services, which could adversely affect our business.
Our inability to recover from natural or man-made disasters could adversely affect our business.
Our business and financial results may be affected by certain events that we cannot anticipate or that are beyond our control, such as natural or man-made disasters, national emergencies, significant labor strikes, work stoppages, political unrest, war or terrorist activities that could curtail production at our facilities and cause delayed deliveries and canceled orders. In addition, we purchase components and raw materials and information technology and other services from numerous suppliers, and, even if our facilities were not directly affected by such events, we could be affected by interruptions at such suppliers. Such suppliers may be less likely than our own facilities to be able to quickly recover from such events and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. We cannot assure you that we will have insurance to adequately compensate us for any of these events.
Our international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect our operations.
We must comply with all applicable international trade, customs, export controls and economic sanctions laws and regulations of the U.S. and other countries. We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally bar bribes or unreasonable gifts to foreign governments or officials. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities, and may result in modifications to compliance programs. Violation of these laws or regulations could result in sanctions or fines and could have a material adverse effect on our financial condition, results of operations and cash flows.
Compliance with regulations related to conflict minerals may force us to incur additional expenses and affect the manufacturing and sale of our products.
In recent years, governments in both the U.S. and Europe have implemented or proposed regulations governing the use of certain minerals, including tin, tantalum, tungsten and gold (“conflict minerals”). In the U.S., SEC rules require disclosures related to conflict minerals that are necessary to the functionality or production of a product manufactured, or contracted to be manufactured, by an SEC-reporting company, that are sourced from the Democratic Republic of Congo and other countries in central Africa. In the European Union, proposed regulations would require similar disclosures, and may encompass other geographic regions outside of central Africa.
These disclosure requirements could affect the sourcing and availability of some of the minerals used in the manufacture of our products. Our supply chain is complex, and if we are not able to conclusively verify the origins for all conflict minerals used in our products or that our products are “conflict free,” we may face reputational challenges with our customers or investors. Furthermore, we may also encounter challenges to satisfy customers who require that our products be certified as “conflict free,” which could place us at a competitive disadvantage if we are unable to do so. Additionally, as there may be only a limited number of suppliers offering “conflict free” metals, we cannot be sure that we will be able to obtain necessary metals from such suppliers in sufficient quantities or at competitive prices. Finally, because European regulations have not yet
 
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been finalized, it is difficult for us to determine whether and how we will establish a compliance program. For all of these reasons, we could incur significant costs related to the conflict minerals compliance process, and face equally significant costs in satisfying the disclosure requirements.
We may increase our debt or raise additional capital in the future, including to fund acquisitions, or for general corporate purposes, which could affect our financial health and decrease our profitability.
We may increase our debt or raise additional capital in the future, subject to restrictions in our debt agreements. In addition, our Board may issue shares of preferred stock without further action by holders of our common stock. If our cash flow from operations is less than we anticipate, or if our cash requirements are more than we expect, we may require more financing. However, debt or equity financing may not be available to us on terms we find acceptable, if at all. If we incur additional debt or raise equity through the issuance of our preferred stock, the terms of the debt or our preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. Also, regardless of the terms of our debt or equity financing, our agreements and obligations under the tax matters agreement dated as of March 4, 2016, between MTW and MFS (the “Tax Matters Agreement”), may limit our ability to issue stock. For a more detailed discussion, see “—Risks Relating to the Spin-Off—We may not be able to engage in certain transactions after the Spin-Off.” If we are unable to raise additional capital when needed, our financial condition, and thus your investment in us, could be materially and adversely affected.
Risks Relating to the Spin-Off
There could be significant liability if the Spin-Off is determined to be a taxable transaction, and we could have an indemnification obligation to MTW if the transactions we undertook in the Spin-Off do not qualify for non-recognition treatment, which could materially adversely affect our financial condition.
In connection with the Spin-Off, MTW received an opinion from its legal counsel, substantially to the effect, that the Spin-Off and certain related transactions will qualify as tax-free to MTW and its shareholders under Sections 355, 368 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), except to the extent of any cash received in lieu of fractional shares of MFS’ common stock. Any such opinion is not binding on the U.S. Internal Revenue Service (the “IRS”). Accordingly, the IRS may reach conclusions with respect to the Spin-Off that are different from the conclusions reached in the opinion. The opinion relied on certain facts, assumptions, representations and undertakings from MTW and us regarding the past and future conduct of the companies’ respective businesses and other matters, which, if incomplete, incorrect or not satisfied, could alter the conclusions of the party giving such opinion.
If the Spin-Off ultimately is determined to be a taxable event, the Spin-Off could be treated as a taxable dividend to MTW’s shareholders at the time of the Spin-Off for U.S. federal income tax purposes, and MTW’s shareholders could incur significant federal income tax liabilities. In addition, MTW would recognize a taxable gain to the extent that the fair market value of MFS’ common stock exceeds MTW’s tax basis in such stock on the date of the Spin-Off.
Generally, taxes resulting from the failure of the Spin-Off to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on MTW or MTW’s shareholders and, under the Tax Matters Agreement, MTW is generally obligated to indemnify us against such taxes. However, under the Tax Matters Agreement, we could be required, under certain circumstances, to indemnify MTW and its affiliates against all tax-related liabilities caused by those failures, to the extent those liabilities result from an action we or our affiliates take or from any breach of our or our affiliates’ representations, covenants or obligations under the Tax Matters Agreement or any other agreement we entered into in connection with the Spin-Off. Events triggering an indemnification obligation under the agreement include events occurring after the Distribution that cause MTW to recognize a gain under Section 355(e) of the Code. See “Certain Relationships and Related Party Transactions, and Director Independence—Agreements with MTW—Tax Matters Agreement.”
 
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We may not be able to engage in certain transactions after the Spin-Off.
To preserve the tax-free treatment of the Spin-Off, we entered into a Tax Matters Agreement with MTW that restricts us from taking any action that prevents the Distribution and related transactions from being tax-free for U.S. federal income tax purposes. Under the Tax Matters Agreement, for an agreed upon period following the Distribution, we are prohibited, except in certain circumstances, from:
 
 	•	 	entering into any transaction resulting in the acquisition of above a certain percentage of our stock or substantially all of our assets, whether by merger or otherwise;	
 
 	•	 	merging, consolidating or liquidating;	
 
 	•	 	issuing equity securities beyond certain thresholds;	
 
 	•	 	repurchasing our capital stock; and	
 
 	•	 	ceasing to actively conduct our business.	
These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business. In addition, under the Tax Matters Agreement, we will be required to indemnify MTW against any such tax liabilities as a result of the acquisition of our stock or assets, even if it did not participate in or otherwise facilitate the acquisition.
We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.
We believe that, as an independent, publicly traded company, we will be able, among other factors, to better focus our financial and operational resources on our specific business, growth profile and strategic priorities, design and implement corporate strategies and policies targeted to our operational focus and strategic priorities, streamline our processes and infrastructure to focus on our core strengths, implement and maintain a capital structure designed to meet our specific needs and more effectively respond to industry dynamics. However, we may be unable to achieve some or all of these benefits. In addition, completion of the Spin-Off has required and will continue to require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our businesses. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially and adversely affected.
We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company.
We have historically operated as part of MTW’s corporate organization, and MTW has assisted us by providing various corporate functions. Following the Spin-Off, MTW has no obligation to provide us with assistance other than the transition services described under “Certain Relationships and Related Party Transactions, and Director Independence—Agreements with MTW—Transition Services Agreement.” These services do not include every service we have received from MTW in the past, and MTW is only obligated to provide these services for limited periods from the date of the Spin-Off. Accordingly, we need to provide internally or obtain from unaffiliated third parties the services we currently receive from MTW. These services include information technology, finance, legal, insurance, compliance and human resources activities, the effective and appropriate performance of which is critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we receive from MTW. In particular, MTW’s information technology networks and systems are complex, and duplicating these networks and systems will be challenging. Because our business previously operated as part of the wider MTW organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to
 
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operate independently, or we may incur additional costs that could adversely affect our business. If we fail to obtain the quality of administrative services necessary to operate effectively or incur greater costs in obtaining these services, our profitability, financial condition and results of operations may be materially and adversely affected.
We have a limited operating history as an independent, publicly traded company, and our historical financial information is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.
We derived the historical financial information included in this prospectus from MTW’s consolidated financial statements, and this information does not necessarily reflect the results of operations, financial position and cash flows we would have achieved as an independent, publicly traded company during the periods presented, or those that we will achieve in the future. This is primarily because of the following factors:
 
 	•	 	Prior to the Spin-Off, we operated as part of MTW’s broader corporate organization, rather than as an independent company. MTW performed part or all of various corporate functions for us, including information technology, finance, legal, insurance, compliance and human resources activities. Our historical financial information reflects allocations of corporate expenses from MTW for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as an independent company.	
 
 	•	 	We have entered into agreements and transactions with MTW that did not exist prior to the Spin-Off. See “Certain Relationships and Related Party Transactions, and Director Independence—Agreements with MTW” for information regarding these transactions.	
 
 	•	 	Our historical financial information does not reflect changes that we have experienced and we expect to experience in the future as a result of the Spin-Off, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As part of MTW, we enjoyed certain benefits from MTW’s operating diversity, size, purchasing power and available capital for investments, and we will lose these benefits after the Spin-Off. After the Spin-Off, as an independent entity, we may be unable to purchase goods, services and technologies, such as insurance and health care benefits and computer software licenses, on terms as favorable to us as those we obtained as part of MTW prior to the Spin-Off.	
Following the Spin-Off, we are also now responsible for the additional costs associated with being an independent, publicly traded company, including costs related to corporate governance, investor and public relations and public reporting. Therefore, our financial statements may not be indicative of our future performance as an independent company. While we have been profitable as part of MTW, we cannot assure you that our profits will continue at a similar level when we are a stand-alone company. For additional information about our past financial performance and the basis of presentation of our financial statements, see “Selected Historical Financial Information and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
Certain of our directors and officers may have actual or potential conflicts of interest because of their MTW equity ownership or their former MTW positions.
Certain of our executive officers and directors have in the past been MTW officers, directors or employees and thus have professional relationships with MTW’s executive officers, directors or employees. In addition, because of their former MTW positions, certain of our directors and executive officers own MTW common stock or options to acquire shares of MTW common stock, and the individual holdings may be significant for some of these individuals compared to their total assets. These relationships and financial interests may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could
have different implications for MTW and us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between MTW and us regarding the terms of the agreements governing the Spin-Off and the relationship between the companies.
 
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Risks Relating to the Exchange Offer and the New Notes
You may have difficulty selling the original notes that you do not exchange.
If you do not exchange your original notes for the new notes offered in the exchange offer, then you will continue to be subject to the restrictions on transfer of your original notes. Those transfer restrictions are described in the indenture governing the new notes and in the legend contained on the original notes, and arose because we originally issued the original notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.
If a large number of original notes are exchanged for new notes issued in the exchange offer, then it may be more difficult for you to sell your unexchanged original notes. In general, you may offer or sell your original notes only if the offer and sale are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the offer and sale of the original notes under the Securities Act. In addition, if you do not exchange your original notes in the exchange offer, then you will no longer be entitled to have the offer and sale of those notes registered under the Securities Act.
See “The Exchange Offer—Consequences of Failure to Exchange Original Notes” for a discussion of the possible consequences of failing to exchange your original notes.
We have substantial indebtedness, and the degree to which we are leveraged may materially and adversely affect our business, financial condition, results of operations and cash flows.
Our ability to make payments on and to refinance our substantial indebtedness, including the debt retained or incurred pursuant to the Spin-Off as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due, we may be forced to take disadvantageous actions, including reducing spending on marketing, advertising and new product innovation, reducing future financing for working capital, capital expenditures and general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in the foodservice industry could be impaired. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt.
In addition, our substantial leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our substantial leverage could also impede our ability to withstand downturns in our industry or the economy in general.
MTW is not an obligor under the new notes or the guarantees.
MTW is not the issuer of the new notes and neither it nor its subsidiaries is or will be a guarantor or obligor (contingent or otherwise) with respect to the new notes. Other than with respect to the assets contributed to us in connection with the Spin-Off, no assets of MTW or its subsidiaries are available to satisfy our obligations under the new notes and guarantees. Therefore, you are directed to refer to this prospectus in making your investment decision with respect to the new notes.
Despite our expected level of indebtedness, we may still incur substantially more indebtedness. This could exacerbate the risks associated with our substantial indebtedness.
We may incur substantial additional indebtedness in the future. The terms of our senior secured credit facilities and the indenture governing the new notes limits, but does not prohibit, us from incurring additional
 
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indebtedness. If we incur any additional indebtedness that ranks equally with the new notes and the guarantees thereof, the holders of that indebtedness will be entitled to share ratably with the holders of the new notes and the guarantees thereof in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. Subject to restrictions in our senior secured credit facilities and the indenture governing the new notes, we also have the ability to incur additional secured indebtedness that would be effectively senior to the new notes. We plan to borrow under the revolving credit facility from time to time and as a result, our secured indebtedness levels may be higher. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.
Our debt instruments have restrictive covenants that could limit our financial flexibility.
The terms of the credit agreement that governs our senior secured credit facilities, the agreements that govern the securitization facility and the indenture governing the new notes contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our ability to borrow under our senior secured credit facilities and to securitize accounts receivable under the securitization facility is subject to compliance with a maximum consolidated total leverage ratio covenant and a minimum consolidated interest coverage ratio covenant. See “Description of Certain Indebtedness.” Our senior secured credit facilities include other restrictions that, among other things, limit our ability to incur indebtedness; grant liens; engage in mergers, consolidations and liquidations; make asset dispositions, restricted payments and investments; enter into transactions with affiliates; and amend, modify or prepay certain indebtedness. The indenture governing the new notes contains limitations on our ability to effect mergers and change of control events as well as other limitations, including limitations on:
 
 	•	 	the declaration and payment of dividends or other restricted payments;	
 
 	•	 	incurring additional indebtedness or issuing preferred stock;	
 
 	•	 	the creation or existence of certain liens;	
 
 	•	 	incurring restrictions on the ability of certain of our subsidiaries to pay dividends or other payments;	
 
 	•	 	transactions with affiliates; and	
 
 	•	 	sales of assets.	
See “Description of New Notes—Certain Covenants” and “Description of Certain Indebtedness.” We report the status of our compliance with these covenants quarterly. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of substantially all of our funded debt. We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant portion of our outstanding indebtedness.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the new notes.
Any default under the agreements governing our indebtedness, including the senior secured credit facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the new notes. In addition, if we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the instruments governing our indebtedness (including covenants in the credit agreement that govern the senior secured credit facilities and the indenture governing the new notes), we could be in default under the terms of the agreements governing this indebtedness. In this event, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; the lenders under the senior secured credit facilities could elect to terminate their commitments
 
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thereunder, cease making further loans and institute foreclosure proceedings against our assets; and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may need to obtain waivers from the required lenders under the senior secured credit facilities to avoid being in default. If we breach these covenants and seek a waiver from the required lenders, we may not be able to obtain it. If this occurs, we would be in default under the senior secured credit facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.
Many of the restrictive covenants that are contained in the indenture governing the new notes will be suspended if and for so long as the new notes are rated investment grade by Moody’s Investors Service and Standard & Poor’s Ratings Services and no default has occurred and is continuing.
Many of the covenants in the indenture governing the new notes will be suspended if and for so long as the new notes are rated investment grade (as defined in the indenture) by Moody’s and S&P, provided that at such time no default with respect to the new notes has occurred and is continuing. There can be no assurance that the new notes will ever be rated investment grade or that if they are rated investment grade, that the new notes will maintain such ratings. Suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force and these transactions will not result in an event of default if the covenants are subsequently reinstated. See “Description of New Notes—Certain Covenants.”
There is no established public trading market for the new notes.
The new notes will constitute a new issue of securities with no established trading market. Accordingly, there can be no assurance as to the development or liquidity of any market for the new notes. Accordingly, there can be no assurance regarding any future development of a trading market for the new notes, the ability of holders of new notes to sell their notes or the price at which such holders may be able to sell their notes. If a trading market were to develop, the new notes may trade at prices that are higher or lower than their initial offering price, depending on many factors, including prevailing interest rates, our operating results and financial condition and the market for similar securities.
If our subsidiaries do not make sufficient distributions to us, we will not be able to make payments on our debt, including the new notes.
The issuer is a holding company for its subsidiaries, with no material operations of its own and only limited assets. Accordingly, the issuer is dependent upon the distribution of the earnings of its subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations, to service its debt obligations. In addition, the claims of the holders of the new notes will be subject to the prior payment of all liabilities (whether or not for borrowed money) and to any preferred stock interest of such subsidiaries other than the guarantors. We cannot assure you that, after providing for all prior claims, there would be sufficient assets available from the issuer and its subsidiaries to satisfy the claims of the holders of new notes.
The new notes and the related guarantees are unsecured and effectively subordinated to the issuer’s and the guarantors’ existing and future secured indebtedness.
The new notes and the related guarantees are general unsecured obligations ranking effectively junior in right of payment to all of the issuer’s existing and future secured indebtedness and that of each guarantor, including indebtedness under our senior secured credit facilities. Additionally, the indenture governing the new notes permits us to incur additional secured indebtedness in the future. In the event that the issuer or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that is effectively senior to the new notes and the guarantees will be entitled to be paid in full from the issuer’s assets or the assets of the guarantor, as applicable, securing such indebtedness before any payment may be made with respect to the new notes or the affected guarantees. Holders of new notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the new notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets.
 
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The new notes are structurally subordinated to the existing and future liabilities of certain of our subsidiaries which are not guaranteeing the new notes.
The new notes are not guaranteed by certain of our current and future subsidiaries, including all of our foreign subsidiaries. As a result, the new notes are structurally subordinated to all existing and future liabilities of such non-guarantor subsidiaries. Our rights and the rights of our creditors to participate in the assets of any non-guarantor subsidiary in the event that such a subsidiary is liquidated or reorganized will be subject to the prior claims of such subsidiary’s creditors. As a result, all indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries, whether secured or unsecured, must be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us in order for us to meet our obligations with respect to the new notes. To the extent that we may be a creditor with recognized claims against any non-guarantor subsidiary, our claims would still be subject to the prior claims of such subsidiary’s creditors to the extent that they are secured or senior to those held by us. Subject to restrictions contained in financing arrangements, our non-guarantor subsidiaries may incur additional indebtedness and other liabilities, all of which would rank structurally senior to the new notes.
The following 29 subsidiaries of the issuer will guarantee the notes: Appliance Scientific, Inc., a Delaware corporation; Berisford Property Development (USA) Ltd., a New York corporation; Charles Needham Industries Inc., a Texas corporation; Cleveland Range, LLC, a Delaware limited liability company; The Delfield Company LLC, a Delaware limited liability company; Enodis Corporation, a Delaware corporation; Enodis Group Holdings US, Inc., a Delaware corporation; Enodis Holdings, Inc., a Delaware corporation; Enodis Technology Center, Inc., a Delaware corporation; Frymaster L.L.C., a Louisiana limited liability company; Garland Commercial Industries LLC, a Delaware limited liability company; Kysor Business Trust, a Delaware trust; Kysor Holdings, Inc., a Delaware corporation; Kysor Industrial Corporation, a Michigan corporation; Kysor Industrial Corporation, a Nevada corporation; Kysor Nevada Holding Corp., a Nevada corporation; Landis Holdings LLC, a Delaware limited liability company; Manitowoc Equipment Works, Inc., a Nevada corporation; Manitowoc Foodservice Companies, LLC, a Wisconsin limited liability company; Manitowoc Foodservice Holding, Inc., a Wisconsin corporation; Manitowoc FP, Inc., a Nevada corporation; Manitowoc FSG International Holdings, Inc., a Nevada corporation; Manitowoc FSG Operations, LLC, a Nevada limited liability company; Manitowoc FSG U.S. Holding, LLC, a Delaware limited liability company; McCann’s Engineering & Manufacturing Co., LLC, a California limited liability company; MTW County Limited, a UK and Delaware limited liability company; Welbilt Corporation, a Delaware corporation; Welbilt Holding Company, a Delaware corporation; and Westran Corporation, a Michigan corporation.
Any future guarantee may be avoidable in bankruptcy.
Guarantees issued after the issue date of the new notes may be treated under bankruptcy law as if they were delivered to guarantee previously existing indebtedness. Any future issuance of a guarantee, including pursuant to guarantees delivered in connection therewith after the date the new notes are issued, may be avoidable by the guarantor (as a debtor in possession), by its trustee in bankruptcy, or potentially by other creditors if certain events or circumstances exist or occur, including, among others, if (1) the guarantor is insolvent at the time of the issuance of the guarantee, (2) the issuance of the guarantee permits the holders of the new notes to receive a greater recovery in a hypothetical Chapter 7 case than if the guarantee had not been given and (3) a bankruptcy proceeding in respect of the guarantor is commenced within 90 days following the issuance of the guarantee, or, in certain circumstances, a longer period. Accordingly, if the issuer or any guarantor were to file for bankruptcy protection after the issue date of the new notes and any guarantees not issued on the issue date of the new notes had been issued, less than 90 days before commencement of such bankruptcy proceeding, such guarantees are materially more likely to be avoided as a preference by the bankruptcy court than if delivered on the issue date of the new notes (even if the other guarantees issued on the issue date of the new notes would no longer be subject to such risk). To the extent that the grant of any such guarantee is avoided as a preference or otherwise, you would lose the benefit of the guarantee.
 
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Our ability to repurchase the new notes upon a change of control may be limited.
Upon certain change of control (as that term is defined in the indenture governing the new notes) events (other than in connection with the Spin-Off), including a change of control caused by an unsolicited third party, we are required to make an offer in cash to repurchase all or any part of each holder’s new notes at a repurchase price equal to 101% of the principal thereof, plus accrued interest. The source of funds for any such repurchase would be our available cash or cash generated from operations or other sources, including borrowings, sales of equity or funds provided by a new controlling person or entity. Sufficient funds may not be available to us, however, at the time of any change of control event to repurchase all or a portion of the tendered notes pursuant to this requirement. Our failure to offer to repurchase notes, or to repurchase notes tendered, following a change of control will result in a default under the indenture governing the new notes, which could lead to a cross-default under our senior secured credit facilities and under the terms of our other indebtedness. In addition, our senior secured credit facilities restrict our ability to make any such required repurchases. Prior to repurchasing the new notes upon a change of control event, we must either repay outstanding indebtedness under our senior secured credit facilities or obtain the consent of the lenders under our credit facilities. If we do not obtain the required consents or repay our outstanding indebtedness under our senior secured credit facilities, we would remain effectively prohibited from offering to purchase the new notes. See “Description of New Notes—Change of Control.”
Certain corporate events may not trigger a change of control, in which case we will not be required to redeem the new notes.
The indenture governing the new notes permits us to engage in certain important corporate events that would increase indebtedness or alter our business but would not constitute a “change of control” as defined in the indenture governing the new notes. As a result of the definition of “change of control,” certain extraordinary corporate events could take place without having the “change of control” provision of the new notes apply. Accordingly, you should not rely on the “change of control” provision contained in the indenture governing the new notes to protect you from us engaging in such a transaction.
In addition, if we effected a leveraged recapitalization or other transactions excluded from the definition of “change of control” that resulted in an increase in indebtedness, adversely affected our credit rating or fundamentally changed our business, our ability to make payments on the new notes would be adversely affected. However, we would not be required to offer to repurchase the new notes, despite our decreased ability to meet our obligations under the new notes. See “Description of New Notes—Change of Control.”
Holders of the new notes may not be able to determine when a “change of control” giving rise to their right to have the new notes repurchased has occurred following a sale of “substantially all” of our assets.
The definition of “change of control” in the indenture governing the new notes includes a phrase relating to the sale of “all or substantially all” of our assets. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “substantially all” of our assets. As a result, it may be unclear as to whether a change of control has occurred and whether we are required to make an offer to repurchase the new notes.
Our variable rate indebtedness may expose us to interest rate risk, which could cause our debt costs to increase significantly.
As discussed under “Description of Certain Indebtedness,” a portion of our borrowings are under our term loan B facility or our revolving credit facility with variable rates of interest, which expose us to interest rate risks. We are exposed to the risk of rising interest rates to the extent that we fund our operations with short-term or variable-rate borrowings. As of June 30, 2016, we had $1,371.3 million of aggregate debt and capital leases
 
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outstanding, excluding unamortized debt issuance costs and including $950.0 million of a senior secured term loan B facility and $425.0 million aggregate principal amount of our original notes. We also had the ability to incur up to $193.8 million of additional floating-rate debt under our senior secured revolving credit facility. If the LIBOR rates increase in the future then the floating-rate debt could have a material effect on our interest expense.
Federal and state fraudulent transfer laws permit a court, under certain circumstances, to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.
The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes if a bankruptcy, liquidation or reorganization case or a lawsuit, including under circumstances in which bankruptcy is not involved, were commenced at some future date by us, by the guarantors or on behalf of our unpaid creditors or the unpaid creditors of a guarantor. While the relevant laws may vary from jurisdiction to jurisdiction, the incurrence of the obligations in respect of the issuance of the notes and the guarantees will generally be a fraudulent conveyance if (1) the transactions relating to the issuance of the notes or guarantees were undertaken with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the original notes or a guarantee, and, in the case of (2) only, any one of the following is also true:
 
 	•	 	we or any of the guarantors were or was insolvent or rendered insolvent by reason of the incurrence of the indebtedness;	
 
 	•	 	the issuance of the notes or guarantees left us or any of the guarantors with an unreasonably small amount of capital to carry on the business in which we or they were engaged or about to engage; or	
 
 	•	 	we or any of the guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they become due.	
If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of us or such guarantor or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our other debt and that of the guarantors that could result in acceleration of such debt.
The measures of insolvency for purposes of fraudulent conveyance laws vary depending upon the law of the jurisdiction that is being applied, such that we cannot be certain as to: the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or, regardless of the standard that a court uses, that it would not determine that we or a guarantor were indeed insolvent on that date; that any payments to the holders of the notes (including under the guarantees) did not constitute preferences, fraudulent transfers or conveyances on other grounds; or that the issuance of the notes and the guarantees would not be subordinated to our or any guarantor’s other debt.
Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:
 
 	•	 	the sum of its debts, including contingent liabilities, was greater than the fair value of all its assets;	
 
 	•	 	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or	
 
 	•	 	it could not pay its debts as they become due.	
 
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As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the original notes or such guarantee if we or such guarantor did not substantially benefit directly or indirectly from the issuance of the notes or the applicable guarantee. Thus, if the guarantees were legally challenged, any guarantee could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than reasonably equivalent value or fair consideration. Therefore, a court could void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.
To the extent a court avoids any of the guarantees as fraudulent transfers or holds any of the guarantees unenforceable for any other reason, the holders of notes would cease to have any direct claim against the applicable guarantor. If a court were to take this action, the applicable guarantor’s assets would be applied first to satisfy the applicable guarantor’s other liabilities, if any, and might not be applied to the payment of the guarantee. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from us or the applicable guarantor.
Although each guarantee entered into in connection with the notes will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective as a legal matter to protect those guarantees from being avoided under fraudulent transfer law or otherwise, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless.
In addition, as noted above, any payment by us pursuant to the notes or by a guarantor under a guarantee made at a time we or such guarantor were found to be insolvent could be voided and required to be returned to us or such guarantor or to a fund for the benefit of our or such guarantor’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give such insider or outsider party more than such creditors would have received in a distribution under the U.S. Bankruptcy Code in a hypothetical Chapter 7 case.
Finally, as a court of equity, the bankruptcy court may otherwise subordinate the claims in respect of the notes or the guarantees to other claims against us or the guarantors under the principle of equitable subordination, if the court determines that: (1) the holder of the notes engaged in some type of inequitable conduct; (2) such inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holder of the notes; and (3) equitable subordination is not inconsistent with the provisions of the U.S. Bankruptcy Code.
The lenders under our senior secured credit facilities will have the discretion to release the guarantors under the senior secured credit facilities in a variety of circumstances, or such guarantors may be automatically released, which will cause those guarantors to be automatically released from their guarantees of the new notes.
While any obligations under our senior secured credit facilities remain outstanding, any guarantee of the new notes may be released without action by, or consent of, any holder of the new notes or the trustee under the indenture governing the new notes, if the related guarantor is no longer a guarantor of obligations under the senior secured credit facilities. See “Description of New Notes.” The lenders under our senior secured credit facilities will have the discretion to release the guarantees under the senior secured credit facilities in a variety of circumstances and, in some circumstances, such guarantors will be automatically released. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the new notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders. See “Description of New Notes—Guarantees.”
 
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If a bankruptcy petition were filed by or against us or a guarantor, the holders of the notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the notes.
If a bankruptcy petition were filed by or against us or a guarantor under the U.S. Bankruptcy Code after the issuance of the notes, the claim by any holder of the notes for the principal amount of the notes may be limited to an amount equal to the original issue price for the notes.
 
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 RATIO OF EARNINGS TO FIXED CHARGES
The following table presents the historical ratio of earnings of MFS for each of the periods indicated.

 	  	Six Months
ended June 30,	 	  	For Year ended December 31,	 	
 	  	2016	 	  	2015	 	  	2014	 	  	2013	 	  	2012	 	  	2011	 	
Ratio of earnings to fixed charges (1)	  	 	1.8	  	  	 	26.8	  	  	 	26.6	  	  	 	33.0	  	  	 	29.0	  	  	 	22.3	  	
 
(1)	For purposes of calculating the ratios above, total earnings available for fixed charges consist of earnings (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and the portion of rent deemed interest factor (one third of all rent expense is deemed representative of the interest factor).	
 
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 USE OF PROCEEDS
The exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance and sale of the original notes. We will not receive any cash proceeds from the issuance of the new notes.
 
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 CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization at June 30, 2016. You should read this table in conjunction with the information included under the headings “Use of Proceeds” and “Selected Historical Financial Information and Other Data” in this prospectus and with our audited combined financial statements and related notes thereto and unaudited consolidated (condensed) financial statements and related notes thereto included elsewhere in this prospectus.

(in millions)	  	June 30,
2016	 	
Cash and cash equivalents	  	$	40.7	  	
	  	 	 	 	
Debt	  				
Revolving credit facility	  	$	32.0	  	
Term Loan B	  	 	950.0	  	
Senior Notes due 2024	  	 	425.0	  	
Other	  	 	3.3	  	
	  	 	 	 	
Total debt and capital leases including current portion	  	 	1,410.3	  	
Less current portion and short-term borrowings	  	 	(1.4	) 	
Less unamortized debt issuance costs	  	 	(39.0	) 	
	  	 	 	 	
Total long-term debt and capital leases	  	 	1,369.9	  	
Equity (deficit)	  	 	(111.1	) 	
	  	 	 	 	
Total Capitalization	  	$	1,258.8	  	

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 SELECTED HISTORICAL FINANCIAL INFORMATION AND OTHER DATA
The following table presents our selected financial data as of and for each of the fiscal years in the five-year period ended December 31, 2015 and the six months ended June 30, 2016 and 2015. We derived the selected combined financial data for each of the fiscal years ended December 31, 2015, 2014 and 2013 and as of December 31, 2015 and 2014, from our audited combined financial statements included elsewhere in this prospectus. We derived the selected consolidated financial data for the six months ended June 30, 2016 and 2015 from our unaudited consolidated (condensed) financial statements included elsewhere in this prospectus. We derived the selected combined financial data as of December 31, 2013, and as of and for the fiscal years ended December 31, 2012 and 2011 from our audited and unaudited combined financial statements that are not included in this prospectus.
During the periods presented prior to the Spin-Off on March 4, 2016, the Company’s financial statements were prepared on a combined standalone basis derived from the consolidated financial statements and accounting records of MTW. MFS functioned as part of the larger group of companies controlled by MTW. Accordingly, MTW performed certain corporate overhead functions for MFS. Therefore, certain costs related to MFS have been allocated from MTW for the portion of the six months ended June 30, 2016 up to the Spin-Off on March 4, 2016 and for the entirety of the six months ended June 30, 2015. These allocated costs are primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) share-based compensation, and 4) certain administrative functions, which are not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures the Company determined as reasonable.
Management of MFS believes the assumptions underlying financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by MFS during the periods presented. Nevertheless, the financial statements may not be indicative of MFS’s future performance, and do not necessarily include all of the actual expenses that would have been incurred by MFS and may not reflect the results of operations, financial position, and cash flows had MFS been a standalone company during the entirety of the periods presented.
You should read the selected historical financial data presented below in conjunction with our audited combined financial statements and accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 	  	Six Months ended
June 30,	 	  	As of and for the year ended
December 31,	 	
(in millions)	  	2016	 	  	2015	 	  	2015	 	  	2014	 	  	2013	 	  	2012	 	  	2011	 	
Statement of Operations Data:	  				  				  				  				  				  				  				
Net sales	  	$	693.9	  	  	$	753.1	  	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	  	$	1,486.2	  	  	$	1,454.6	  	
Depreciation and amortization	  	 	24.5	  	  	 	25.7	  	  	 	51.0	  	  	 	53.0	  	  	 	51.4	  	  	 	53.6	  	  	 	56.5	  	
Earnings before income taxes	  	 	41.9	  	  	 	74.4	  	  	 	196.3	  	  	 	187.2	  	  	 	204.6	  	  	 	179.5	  	  	 	140.9	  	
								
Balance Sheet Data:	  				  				  				  				  				  				  				
Working capital (1)	  	$	141.2	  	  	$	146.7	  	  	 	88.0	  	  	 	72.7	  	  	 	74.0	  	  	 	75.6	  	  	 	89.4	  	
Total assets	  	 	1,807.0	  	  	 	1,929.8	  	  	 	1,754.0	  	  	 	1,898.3	  	  	 	1,918.2	  	  	 	1,969.0	  	  	 	2,012.6	  	
Long term capital leases and debt	  	 	1,369.9	  	  	 	2.6	  	  	 	2.3	  	  	 	3.6	  	  	 	1.7	  	  	 	1.8	  	  	 	1.9	  	
Capital expenditures	  	$	6.2	  	  	$	6.7	  	  	$	13.2	  	  	$	25.3	  	  	$	33.6	  	  	$	17.5	  	  	$	11.9	  	

(1)	Working capital is defined as net receivables and inventory less third-party accounts payable.	
(2)	Long-term obligations includes long-term capital lease obligations.	
 
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 BUSINESS
MFS is one of the world’s leading commercial foodservice equipment companies. We design, manufacture and service an integrated portfolio of hot and cold category products, and have a long track record of innovation. We have one of the industry’s broadest portfolios of products and are recognized by our customers and channel partners for the quality, reliability, and durability of our products. Our capabilities span refrigeration, ice-making, cooking, holding, food-preparation, and beverage-dispensing technologies, which allow us to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home. We supply foodservice equipment to commercial and institutional foodservice operators such as full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions.
We differentiate ourselves by uniquely integrating food, equipment, digital technologies, and people to increase efficiency throughout the food preparation cycle, and create winning customer and consumer experiences. Our customers and channel partners trust the Company and its food-inspiring technologies to serve their diverse needs on a global basis.
Our products are sold in more than 100 countries globally, across the Americas, EMEA and APAC. (The Americas segment includes the U.S., Canada and Latin America. The EMEA segment is made up of markets in Europe, Middle East and Africa, including Russia and the commonwealth of independent states. The APAC segment is principally comprised of markets in China, Singapore, Australia, India, Malaysia, Indonesia, Thailand and Philippines.)
Our products, services and solutions are marketed through a worldwide network of over 3,000 dealers and distributors under well-established and recognized brands, including Cleveland™, Convotherm®, Dean™, Delfield™, Fabristeel™, Frymaster™, Garland™, Inducs™, Kolpak™, Koolaire™, Lincoln™, Manitowoc Beverage Systems, Manitowoc® Ice, Merco™, Merrychef®, Moorwood Vulcan®, Multiplex™, RDI™ Systems, Servend™, TRUpour®, U.S. Range™, and Welbilt™. All of our products are supported by KitchenCare®, our aftermarket repair and parts service business. MFS’ scale and expertise enable it to serve a global customer base in continually evolving foodservice markets.
 
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MFS Brands (1)

	  		  		

			

	  		  		

			

	  		  		

 
(1)	We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are listed without the ™ or ® symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks and trade names included or referred to in this prospectus.	
We believe our ability to deliver a wide range of hot and cold category products and services that can be configured to meet end-users’ foodservice needs is a key driver of our success. Our customers come to us for innovations that may enable profitable growth by improving their menus, enhancing operations, and reducing costs. We accomplish this with:
 
 	•	 	Complementary industry leading brands : A complementary portfolio of strong hot and cold category products integrated under one operating company and supported by growing aftermarket parts and service and support. This enables MFS to design and outfit commercial kitchens in a harmonized, efficient manner and maintain a disciplined focus on targeting our fast-growing customer base with the right products for each need, at the right price;	
 
 	•	 	Integration of food, equipment, digital technologies and people : The ability to integrate food, equipment, digital technologies and people seamlessly through collaborative innovation that enhances our customers’ ability to compete in the marketplace. MFS helps customers differentiate their food and adapt to evolving and local tastes, different cooking styles and aesthetic preferences, both regionally and globally;	
 
 	•	 	Global scale through our network : The scale and breadth of our dealer and distributor network to accompany our customers on their global journey, especially in fast-growing emerging markets;	
 
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 	•	 	Trusted innovation and service : Long-standing brands and innovative engineering customers can trust for superior quality and reliability. We regularly partner with our customers to further develop the equipment, systems and technologies they use to serve their specific culinary needs, and enable their success by delivering tailored solutions; and	
 
 	•	 	Seamless customer experience : Dedication to putting customer experience first. We offer a broad portfolio of products coupled with a unified face to the customer and growing service and parts support. Throughout the life cycle of each product, MFS provides customers with a consistent, seamless experience.	
Our broad portfolio of foodservice equipment and services provides us with a balanced, diverse revenue base across geographies and foodservice product categories. Approximately 50% of our revenues are for cold category products, 35% are for hot category products and approximately 15% for aftermarket parts and services.
For the year ended December 31, 2015, MFS generated revenue of $1,570.1 million and earnings before interest and taxes from continuing operations of $159.9 million. Based on sales by destination in the fiscal year ended December 31, 2015, the majority of our revenue was derived from customers in the Americas at approximately 75%, with 15% from EMEA customers and 10% from APAC customers.
History and Developments
MTW, the former parent of MFS, was founded in 1902 and began building commercial ice machines in 1966. MTW publicly listed on the NASDAQ stock exchange in 1971 and publicly listed on the NYSE in 1993. Through a focus on research and development, innovation and superior customer service, as well as strategic and transformational acquisitions, MFS over time became an industry-leading source for foodservice equipment. Our key milestones include:
 
 	•	 	1995: Acquisition of Shannon Group solidified our strong position in food-cooling products and positioned MFS as a leading manufacturer of commercial ice-cube machines and walk-in refrigerators; opened an ice machine manufacturing facility in China.	
 
 	•	 	1997: Acquisition of SerVend International, a manufacturer of ice/beverage dispensers; gave us a leading position in the convenience-store segment and in beverage-dispensing equipment.	
 
 	•	 	1999: Acquisition of Kyees Aluminum Inc., a manufacturer of cooling components for suppliers of fountain soft drink dispensers; enabled us to build and distribute complete drink systems through the bottler channel.	
 
 	•	 	2000: Acquisition of Multiplex Company provided us with an enhanced line of beverage dispensing equipment and services and accelerated our progress towards becoming a full-service provider of ice and beverage equipment.	
 
 	•	 	2006: Acquisition of McCann’s Engineering & Manufacturing Co., a provider of beverage dispensing equipment primarily used in fast-food restaurants, stadiums, cafeterias and convenience stores	
 
 	•	 	2008: Acquisition of Enodis for $2.7 billion, a global leader in equipment manufacturing for the foodservice industry. With this acquisition, our capabilities expanded to span refrigeration, ice-making, cooking, food-prep, and beverage-dispensing technologies.	
 
 	•	 	2009: Sale of Scotsman, Ice-O-Matic, Simag, Barline, and other ice machine and related businesses operated by subsidiaries of Enodis; MTW was required to divest Enodis Ice Group as a condition of the U.S. Department of Justice’s and the European Commission’s clearance of the Enodis acquisition.	
 
 	•	 	2010: Acquisition of Appliance Scientific provided us with innovative accelerated cooking technologies and solidified our offerings for quick-service restaurants and convenience stores.	
 
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 	•	 	2011: Divestiture of Kysor/Warren and Kysor/Warren de Mexico to Lennox International.	
 
 	•	 	2013: Divestiture of the Jackson warewashing business to Hoshizaki USA Holdings, Inc.	
 
 	•	 	2013: Acquisition of Inducs provided us with an extensive line of advanced technology induction cooking products.	
 
 	•	 	2015: On October 21, 2015, acquired the remaining 50% interest in Welbilt Manufacturing (Thailand) Ltd., a manufacturer of cold category foodservice equipment in Thailand and substantially all of the assets and operations comprising the manufacturing facility operated by Somerville (Siam) Ltd.	
 
 	•	 	2015: On December 17, 2015, announced the completion of the sale of Kysor Panel Systems to D Cubed Group, LLC.	
Market and Industry
Global foodservice sales, which account for the value of all food prepared away from home, are the most important driver of our industry. The size of the global foodservice industry was estimated to be approximately $2.7 trillion in 2014 according to Euromonitor International, and is expected to increase at a nominal compounded annual growth rate (“CAGR”) of 7% to reach $3.5 trillion by 2018. According to Euromonitor International, the U.S. foodservice market accounted for approximately 19%, or $506 billion, of the total global foodservice market in 2014. We estimate the size of the global foodservice equipment markets we serve to be approximately $27 billion.
Demand in the restaurant segment, one of seven and our largest end market within the U.S. foodservice industry, is driven by consumer disposable income, employment, investment in new establishments, and the underlying trend for increased convenience.
 
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Foodservice Equipment and Supplies, an industry publication, estimates that in 2016 for U.S. commercial businesses in need of foodservice equipment, 62% of equipment purchases will be to replace existing equipment, 20% for renovations, 11% for more environmentally friendly or sustainable equipment, and 7% for new construction.

Source: National Restaurant Association
According to Technomic, the foodservice industry in the U.S. is expected to grow at a nominal CAGR of approximately 2% during the 2015-2020 period with some foodservice industry sectors, such as healthcare or fast casual dining growing at the nominal CAGR of 4-6% during the same time period. Management expects that foodservice industry growth within the U.S. will be supported by improving economic conditions, declining rate of unemployment and accelerating increases in real disposable income. Additionally, as a more health conscious public is forsaking convenience foods for fresh, natural alternatives and is focusing on how their food is made, sourced, handled, and prepared, demand for foodservice equipment is expected to rise as foodservice providers adapt to evolving tastes.
On a global level, the demand for affordable dining is expected to continue to increase. Consumers in every market are expected to continue gravitating towards more informal options, a trend seen among both high income consumers looking to save during a slow economic recovery, and lower income consumers new to foodservice looking for accessible entry points. For foodservice equipment operators in emerging markets, this offers enormous room for innovation, particularly in terms of format, as consumers new to eating out look to experiment with a variety of brands and experiences. Fast-food chains, in particular, have proved successful in these markets in serving occasions where they have historically been weak, such as dinner.
 
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Per Euromonitor International, global growth is expected to be driven by solid performance in Asia, Latin America, Middle East and Africa as follows:
 
 	•	 	In APAC, foodservice industry sales are projected to grow at a CAGR of approximately 3%, or by $200 billion, during the 2014-2019 period. China is expected to be a major contributor to this region’s absolute dollar sales growth, despite somewhat challenging market conditions recently. The highest growth is APAC is projected in the juice/smoothie bars and pizza full-service restaurants segments with CAGRs of approximately 13% and 12%, respectively.	
 
 	•	 	In Latin America, foodservice industry sales are expected to grow at an approximately 3% CAGR, or by $50 billion, during the 2014-2019 period. The most significant absolute sales dollar growth is expected in Brazil. The highest growth in Latin America overall is projected in the fast-food category with CAGR of approximately 4%, but the largest regional growth opportunities are projected in juice/smoothie bar category with estimated CAGR of approximately 12% during the 2014-2019 period.	
 
 	•	 	In the Middle East and Africa region (“MEA”), foodservice industry sales are expected to grow at a CAGR of approximately 4% or by $25 billion during the 2014-2019 period. While Sub-Saharan Africa is likely to be one of the most important regions for growth in the long-term, over the next several years the majority of sales in the region will continue to come from the Middle East and the Gulf States in particular. The largest growth opportunities in MEA are expected in the burger fast-food category with a projected CAGR of approximately 10% during the 2014-2019 period.	
In Western Europe, consumers have become much more value-conscious, and increasingly look to modern chains as the best way to spend on eating out. Foodservice sales in Western Europe are projected to grow at an approximately 1% CAGR during the 2014-2019 period according to Euromonitor International. In Eastern Europe, sales are expected to grow with an approximately 2% CAGR during the 2014-2019 period, with the strongest growth projected in convenience stores and fast-food.
Overall, we believe that continued growth in demand for foodservice equipment will result from the development of new restaurant concepts in the U.S., and the expansion of U.S. and foreign chains into international markets, the replacement and upgrade of existing equipment and new equipment requirements resulting from menu changes. We expect to benefit from these trends, and grow market penetration alongside our customers as they expand into new service categories and geographies. We believe we are well-positioned to take advantage of worldwide growth opportunities with global and regional new product introductions, improvement in operational excellence, and other strategic initiatives.
Strengths
Our competitive strengths derive from combining deep industry expertise and understanding of our markets, our history of investment in research and development, successful product innovation and long-standing customer relationships.
The breadth and complementarity of our product portfolio, with strong hot and cold category brands integrated under one operating company, supported by aftermarket parts and service and support.
MFS offers 23 brands, including 12 industry-leading brands, which provide the full spectrum of foodservice equipment across six hot and cold product and service categories, including primary cooking equipment, ice machines and storage bins, walk-in refrigerator and freezer equipment, beverage dispensers and related products, serving, warming and storage equipment, and aftermarket parts and service solutions (KitchenCare). Offering a full suite of integrated hot and cold kitchen equipment products and services provides us with significant cross-selling opportunities and allows us to keep ahead of evolving industry trends. Our aftermarket offering, KitchenCare, provides support services to our entire product spectrum. This enables MFS to design, outfit and service commercial kitchens in a harmonized, efficient way and maintain a disciplined focus on targeting our fast-growing customer base with the right products for each need, at the right price.
 
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The ability to integrate food, equipment, digital technologies, and people seamlessly through collaborative innovation that enhances our customers’ ability to compete in the marketplace .
We combine our expertise in industrial engineering and culinary sciences to continuously optimize both the functionality and ease of operation of our foodservice equipment products. This effort leads to the creation of innovative kitchens with optimized work flow, energy and labor savings, and more comfortable work spaces, all of which result in high customer satisfaction. Our foodservice equipment and design capabilities help customers differentiate their food and adapt to evolving and local tastes, different cooking styles, and aesthetic preferences, regionally and globally. We continuously innovate by working closely with customers to develop products to meet their evolving needs. By closely tracking customer trends and employing a dedicated staff of chefs, we are able to maintain our position as an expert on every major cooking technique and emerging industry trend.
The scale and breadth of our dealer and distributor network to accompany customers on their global journey, especially in fast-growing emerging markets.
We have extensive manufacturing, sales, and customer service networks across all the regions we serve. Our 36 locations in 12 countries provide us with the scale to serve the largest global customers and the local market expertise to leverage international growth. Our footprint enables us to build our products as close as possible to intended end markets, and apply our developed markets expertise in emerging markets. MFS’ worldwide network of over 3,000 dealers and distributors allows us to serve our customer base globally and grow alongside them as they enter new markets.
Long-standing brands and innovative engineering customers can trust for superior quality and reliability.
MFS delivers high performance, efficient kitchens with innovative features that meet specific culinary needs and enhance our customers’ ability to compete in the marketplace. The MFS Education and Technology Centers (“ETC”) in New Port Richey, Florida, Hangzhou, China and Monterrey, Mexico contain computer-assisted design platforms, a model shop for on-site development of prototypes, a laboratory for product testing, and various display areas for new products. Our test kitchens, flexible demonstration areas, and culinary teams enable us to demonstrate a wide range of equipment in realistic operating environments, and also support a wide range of menu ideation, food development and sensory testing with our customers and food partners. We also use the ETCs to provide training for our customers, marketing representatives, service providers, industry consultants, dealers and distributors.
The superior quality of our foodservice equipment has long been recognized by third-parties. Recent industry awards received by MFS include:
 
 	•	 	2015 Best-in-Class Award, Foodservice Equipment & Supplies Magazine : Declared four MFS brands in six categories (Cleveland, Frymaster, Lincoln and Manitowoc Ice) as Best-in-Class. It was the 15th consecutive year in which Frymaster and Manitowoc Ice received the Best-in-Class distinction.	
 
 	•	 	2015 Energy Star Partner of the Year : MFS has been named an Energy Star Partner of the Year for six consecutive years. In 2015, we also received our fourth Sustained Excellence Award.	
 
 	•	 	2016 National Restaurant Association Kitchen Innovation Awards : Merrychef and Multiplex won 2016 Kitchen Innovation awards. Reflecting a history of innovation, MFS has won 31 Kitchen Innovation Awards since 2005.	
Dedication to putting customer experience first.
We are the only company in the market offering a broad portfolio coupled with a unified customer service interface. Throughout the life of each product, MFS teams are available to provide a consistent, seamless
 
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customer experience. We design custom kitchen environments based on the unique operational needs of each customer, provide reliable equipment that meet or exceeds customer expectations, and offer aftermarket parts and service to resolve any issues.
Strategies
We intend to achieve sustainable, profitable growth globally by leveraging our position as a leading commercial foodservice equipment provider and by using the following strategies:
Driving increased profitability.
We believe we can significantly improve the profitability of our business and are implementing several cost saving initiatives and operating strategies to drive increased margins. We are committed to further improving our margins by focusing on fewer, higher-margin products and markets, value-based pricing, and effective sourcing, as well as by driving operational excellence in our existing plants. Additionally, we will continue to improve the efficiency of our selling, general and administrative functions.
Select currently ongoing projects supporting these goals include:
 
 	•	 	Operational improvements at select production facilities;	
 
 	•	 	80/20 portfolio rationalization: focus the most resources and investments in developing the products that yield the greatest returns (“80% of the sales from 20% of the portfolio”), to benefit from latent scale advantages;	
 
 	•	 	Facility rationalization: drive best-in-class operating metrics, standardization of operating processes and cost of poor quality (COPQ) reduction;	
 
 	•	 	Global sourcing initiative: ensure that suppliers are able not only to provide parts at competitive cost positions and lead times, but also help identify component-level innovations that will create differentiating advantages for MFS; our sourcing and procurement initiatives also aim to improve product costs, streamline supplier agreements, and improve processes, tools and data analysis; and	
 
 	•	 	New product initiatives: continue to increase our value proposition with customers through products that simplify restaurant operation, improve the quality of the food, improve speed and flexibility, and reduce the overall carbon footprint and life cycle operating cost.	
Growing our customer base and deepening customer penetration.
We believe our broad product portfolio and leading brands position us to achieve profitable growth above the average industry rate by further growing the number of customers we serve and improving customer overall satisfaction. We continue to be a trusted provider to the largest companies in the foodservice industry and plan to further expand our reach to select, high potential mid-sized companies where we can offer strong customer satisfaction. We are working closely with our channel partners to identify emerging high value customers, and provide them with our high-quality products and support services.
Select ongoing projects supporting these goals include:
 
 	•	 	Strengthening channel partner relationships: working closely with dealers and distributors to identify and pursue opportunities with new and emerging customers in high growth markets; and	
 
 	•	 	Increased investment in new customer acquisition: identifying and prioritizing high value and high return on investment opportunities in the marketplace, and disciplined execution against those priorities through strong project management.	
 
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Driving our international expansion.
Our global footprint positions us to capitalize on growth in developed and emerging markets. Approximately 32% of sales were generated internationally during the twelve-month period ended December 31, 2015. We work closely with channel partners to identify emerging global opportunities, particularly in high growth markets including APAC, Latin America, and MEA.
We continue to invest heavily in the APAC region, as it is expected to remain the largest driver of aggregate global foodservice sales growth over the next few years. We currently have four manufacturing facilities in Asia and a technology center in China, demonstrating our commitment to building lasting relationships with a broad base of Asian foodservice providers. We also have three test kitchens across the region, and partner closely with Asian chefs and distributors to produce foodservice equipment specifically tailored to meet the unique demands of local customers.
In Latin America, MFS enjoys longstanding business relationships with end customers in the fast growing segments of the market such as convenience stores, local chains, global chains, and retail and institutional. We also have a well-established sales and aftermarket technical and culinary support networks in over 30 countries and territories. MFS has manufacturing facilities in Tijuana, Mexico and Monterrey, Mexico, a distribution hub in Mexico City, as well as a sales and service training center in Monterrey, Mexico.
Our engagement in MEA continues to grow as we invest in the expansion of our sales team to serve our customers in this region. Our demonstration kitchen in Jebel Ali Free Zone in Dubai, United Arab Emirates is just one example of our commitment to and engagement in this region.
Selectively pursuing strategic acquisitions and partnerships.
Our industry is fragmented and we believe there is significant opportunity for continued consolidation through acquisitions and partnerships. We have a long track record of acquisitions and believe that we are well positioned to expand our product offerings, geographic footprint and customer base through acquisitions and related strategic alliance activities. Consistent with our strategy, we actively evaluate potential acquisition opportunities for MFS on an ongoing basis. We seek to manage liabilities, integration and other risks associated with acquisitions through due diligence, favorable acquisition contracts, and careful planning and execution of the integration of the acquired businesses.
Expanding the frontier of foodservice innovation.
To remain a leader in our industry and continue to grow our reputation as one of the most innovative companies in our industry, we continuously leverage suppliers to source innovation and refresh existing products with new, locally-relevant, food-inspiring technologies, while simultaneously finding new ways to integrate those products and create cohesive kitchen systems. Our innovation co-creation and customization capabilities uniquely position us to develop solutions that are truly adapted to different ways of cooking and preparing food, whether for new menus or new geographies.
Select ongoing projects supporting these goals include:
 
 	•	 	fitkitchen: “Food Inspiring Technology” designed and developed for integrated kitchens that meet each customer’s individual equipment requirements and size constraints, using our leading test kitchen facilities;	
 
 	•	 	Discovery innovation process: collaboration with customers and suppliers to identify innovations that enhance our customers’ ability to compete in the marketplace;	
 
 	•	 	Digital strategy: to better connect food, equipment and people in the kitchen, and to better connect us with our customers; and	
 
 	•	 	New product initiative prioritization and process: prioritize investments needed to bring to market those new products with the greatest potential for high return on investment.	
 
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Continuing to attract and foster industry-leading talent.
MFS’ people are key to our success. As of June 30, 2016, we had approximately 5,500 employees across all of our locations. We continue to recruit talented individuals and strive to make our company a great place to have a long-term career.
Select ongoing projects supporting this goal include:
 
 	•	 	The LEAD (Leadership Evaluation and Accelerated Development) Program accelerates the development of key leaders for current and future roles to achieve aggressive organizational goals. It provides high potential key leaders for current and future roles by providing them with objective, third party feedback, developmental discussions, career planning, and ongoing support to meet their leadership potential;	
 
 	•	 	The New Manager Assimilation process enables new managers (either new to the organization or new to a position) and their teams to begin working together effectively right from the start; and	
 
 	•	 	Our internal learning and development programs provide employees with opportunities to enhance their leadership and professional skills, while emphasizing the importance of teamwork and diversity. Our course offerings reflect the priorities of the business, from the full range of Six Sigma certifications, safety, and project management training to Rosetta Stone language courses, functional-specific courses, and general competency areas such as time management.	
Financial Information About Business Segments
Our products are sold in more than 100 countries. We report our operating results through three reportable segments: Americas, EMEA and APAC. All three segments offer a broad range of hot and cold category foodservice products and solutions for customers in various end markets.
The following table presents the relative percentages of net sales attributable to each reportable segment for each of the last three fiscal years.

 	  	For the Years Ended
December 31,	 	
 	  	2015	 	 	2014	 	 	2013	 	
Americas	  	 	84.3	% 	 	 	82.3	% 	 	 	83.2	% 	
EMEA	  	 	17.9	% 	 	 	19.9	% 	 	 	20.3	% 	
APAC	  	 	12.2	% 	 	 	12.5	% 	 	 	8.4	% 	
Elimination of inter-segment sales	  	 	(14.4	)% 	 	 	(14.7	)% 	 	 	(11.9	)% 	
In the Americas, we provide foodservice equipment in over 30 countries and territories throughout North America, Canada and Latin America. Our Americas segment contributed net sales including intercompany sales of $1,323.7 million during the year ended December 31, 2015, representing 84.3% of total MFS revenue before eliminations.
In EMEA, we provide foodservice equipment in over 50 countries throughout Europe, the Middle East and Africa, including Russia and the commonwealth of independent states. Our EMEA segment contributed net sales including intercompany sales of $281.6 million during the year ended December 31, 2015, representing 17.9% of total MFS revenue before eliminations.
In APAC, we provide foodservice equipment in over 20 countries throughout Asia, including China, Singapore, Australia, Malaysia, Indonesia, Thailand and India. Our APAC segment contributed net sales including intercompany sales of $191.1 million during the year ended December 31, 2015, representing 12.2% of total MFS revenue before eliminations.
 
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Products and Services
We offer a leading product portfolio of hot and cold category foodservice equipment. Our suite of products is used by commercial and institutional foodservice operators including full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions. We have a presence throughout the world’s most significant markets in the following product groups:
 
 	•	 	Primary cooking equipment . We design, manufacture and sell a broad array of ranges, griddles, grills, combi ovens, convection ovens, conveyor ovens, induction cookers, broilers, tilt fry pans/kettles/skillets, braising pans, cheese melters/salamanders, cook stations, table top and countertop cooking/frying systems, fryers, steam jacketed kettles, and steamers. We sell traditional ovens, combi ovens, convection ovens, conveyor ovens, rapid-cooking ovens, range and grill products under the Convotherm, Garland, Lincoln, Merrychef, U.S. Range, and other brand names. Fryers and frying systems are marketed under the Frymaster and Dean brand names, while steam equipment is manufactured and sold under the Cleveland brand.	
 
 	•	 	Serving, warming and storage equipment . We design, manufacture and sell a range of cafeteria and buffet equipment stations, bins, boxes, warming cabinets, warmers, display and deli cases, and insulated and refrigerated salad and food bars. Our equipment stations, cases, food bars and food serving lines are marketed under the Delfield, Fabristeel, Frymaster, Merco and other brand names.	
 
 	•	 	Beverage dispensers and related products . We produce beverage dispensers, blended ice machines, ice/beverage dispensers, beer coolers, post-mix dispensing valves, backroom equipment and support system components and related equipment for use by quick-service restaurant chains, convenience stores, bottling operations, movie theaters, and the soft-drink industry. Our beverage and related products are sold under the Servend, Multiplex, TRUpour, and Manitowoc Beverage Systems brand names.	
 
 	•	 	Ice-cube machines, ice flaker machines, and storage bins . We design, manufacture and sell ice machines under the Manitowoc and Koolaire brand names. Our ice machines make ice in cube, nugget and flake form. The ice-cube machines are available either as self-contained units, which make and store ice, or as modular units, which make ice, but do not store it.	
 
 	•	 	Walk-in refrigerator and freezer equipment . We design, manufacture and sell commercial upright and undercounter refrigerators and freezers, blast freezers, blast chillers and cook-chill systems under the Delfield brand name. We manufacture modular and fully assembled walk-in refrigerators, coolers and freezers, and prefabricated cooler and freezer panels for use in the construction of refrigerated storage rooms and environmental systems under the Kolpak brand name. We also design and manufacture customized refrigeration systems under the RDI Systems brand name.	
 
 	•	 	Aftermarket parts and service solutions . We provide parts and aftermarket service as well as a wide variety of solutions under the KitchenCare brand name.	
Product Innovation
MFS strives to deliver products that enable our customers to provide fresh, new food experiences to consumers outside the home globally. Customer demands are constantly changing, and a more health-conscious public is looking for fresh, natural alternatives to traditional out-of-home eating options, and increasingly cares about how food is sourced, handled and prepared. MFS is focused on providing our customers with the equipment they need to build on the opportunities from these dynamic changes in the market.
 
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Through innovation, we strive to simplify restaurant operations, improve the quality of the food, improve speed and flexibility of the restaurant operation, and reduce the overall carbon foot print and life cycle operating cost of the equipment. We believe that these benefits will be delivered from our innovation portfolio consisting of mobile connectivity and monitoring, and from stepchange improvements in operator productivity, speed and flexibility, energy efficiency, and health and sanitation.
 
 	•	 	Mobile Connectivity and Monitoring: Integration of mobile devices in kitchens is increasing rapidly, and will extend the user interface beyond the traditional boundaries of the equipment. The combination of wearables and beacons can provide notification of key tasks and equipment situations requiring immediate attention even if the foodservice preparation crew is not looking at the appliance. Bluetooth allows for secure information exchange using cellular or network mobile devices to collect information on the equipment, view training or maintenance instructions, and update menus and equipment software. RFID tracking of food and holding trays helps ensure the right food in the right quantities is available when needed. Our KitchenConnect series also includes a system for equipment monitoring which collects data to reduce downtime, optimize energy use, and improve service response time.	
 
 	•	 	Productivity, Speed and Flexibility: Kitchens that occupy less space, have higher output and are easier to operate are key to growth in the foodservice industry, particularly in urban locations; greater speed and equipment flexibility also allow for higher productivity and a wider range of menu options. For example, restaurants increasingly require smaller zones that can be individually controlled, enabling variable temperature cooking across the surface with lower standby energy losses, and we are a leading provider of such surface cooking platforms. We are also expanding the use of impingement microwave ovens by adding steam and inverter control to the magnetron, which enables better control over moisture levels in the food and the microwave heating rate, and makes the oven much easier to clean with steam. Innovative control systems can improve information flow in the kitchen by letting operators know what and when to cook, and how to maintain and clean the equipment. Our fitkitchen initiative addresses all these procedures holistically, and provides us with unique insights on how to apply and improve our equipment.	
 
 	•	 	Energy Efficiency: We are focused on increasing the efficiency of individual components and reducing standby energy losses. An example of reducing standby energy loss is the use of induction heating for holding pans so that energy is only used when a thermal load is present. We are also leading in the area of high efficiency combustion systems with metal matrix burner technology. This technology reduces gas consumption and allows for variable firing rate. For cooling, natural refrigerants such as R-290 offer improved thermodynamic performance, and variable speed compressors and fans further increase overall cycle performance under part load conditions.	
 
 	•	 	Health and Sanitation: Manual sanitation of equipment in the restaurant has become a major challenge due to extended operating hours, the increasing number and complexity of equipment in kitchens, and competing demands from revenue producing tasks. For the cold product category, our HEPA filtration technology brings the cleanroom into the kitchen, controlling airborne contamination of ice machines. Electrically charged particles of water and UV light provide the basis for automated sterilization of food zones and contact surfaces in equipment. Compact steam generators are being embedded in our equipment, providing a proven technology for cleaning cooking cavities in our ovens.	
 
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We have a strong track record of working with customers to develop equipment platforms from scratch, taking into account freshness, flavor and speed of service, as well as constraints of building infrastructure, kitchen ventilation and HVAC systems. Developing products that give our customers a competitive advantage is at the core of our innovation strategy, and we believe that big opportunities to further advance the interaction of equipment, food and people in the kitchen still lie ahead in the foodservice industry. The following graphic depicts our fitkitchen concept:

MFS has launched the following major products and innovations over the past five years:
 
 	•	 	Blend-In-Cup Smoothie Machine (with or without Integrated Ice Machine) - Plug and play fully integrated blended beverage station, blending beverages directly in the serving cups. Storing eight ingredient bags in its refrigerated cabinet, it can adapt its blend/mix profile to suit any customer recipe. With its automated portioning and dispense, it reduces waste and labor, and ensures the consistency of the final beverage. Built for both restaurant and retail applications, it blends and dispenses up to three drinks at once, and up to 120 drinks an hour within only 26” of space. The version without ice machine needs to be manually filled with ice and stores up to 25 lbs. of ice. The integrated version includes a high capacity, integrated ice maker with automatic cleaning to ensure constant ice availability and sanitation.	
 
 	•	 	Convotherm 4 - Combi oven designed around our customers’ needs, enabling them to achieve outstanding cooking and baking results. It is available in seven sizes and two different configurations, and includes an industry-leading flexible and safe cleaning system. Significantly lower operating cost and a very low service call rate are expected to lead to high customer satisfaction over the product life cycle.	
 
 	•	 	Merrychef eikon - Recent additions to this series include the eikon e2 , a compact oven with ventless technology allowing users to prepare food to order at up to 10x the speed of conventional ovens in a minimum of space, and the eikon e4s , which enables speeds of up to 15x that of conventional ovens. Both models are fitted with an EasyTouch touchscreen allowing selection of profiles at the touch of an	
 
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 	icon. The new eikon e6 (as well as the e2 ) uses the new patented planar plume technology, whereby heated air is directed into planes, which then wrap around the food product to deliver a higher quality, even cook in less time with fast, quiet operation.	
 
 	•	 	Indigo Ice Machine - An awarding-winning state-of-the-art modular cuber platform, offered in various sizes from 300 to 2,100 lbs./day sold under the Manitowoc brand. This product line differentiates itself through unique technological features, convenience, and efficiency to deliver lower long term operating costs.	
 
 	•	 	Koolaire - A new brand of basic-feature ice machines complementing our premium Manitowoc brand, offered in sizes ranging from 170 - 1,800 lbs./day. Koolaire machines are simple, highly reliable, and target an entry level price point.	
 
 	•	 	Chick-fil-A Broiler - Our Garland brand has leveraged its global leadership in clamshell technology to develop the first-ever clamshell broiler in partnership with the largest chicken chain in the U.S. The clamshell broiler enabled our customer to create an entirely new menu, offering healthier grilled chicken sandwiches to complement its emblematic fried-chicken sandwiches. We are currently engaged in developing a next generation version of this technology.	
 
 	•	 	Merco IntelliHold Series - Specifically developed for commercial kitchens, this warmer provides a holding environment for food between the kitchen and the front-of-house with improved energy efficiency and increased storage capacity within an unchanged footprint.	
 
 	•	 	Frymaster FilterQuick - FilterQuick replaces the time-consuming manual filtration process with a simple push button automatic filtration process that allows the fryer to resume operation in less than four minutes. By combining automatic filtration with our oil conserving frypots, FilterQuick offers customer the most advanced oil-conserving fryer in the market. FilterQuick is also available with an integrated patented oil quality sensor that allows Frymaster customers to measure the exact oil quality with the push of a button, which helps them to maximize oil life without sacrificing food quality.	
Customers
We sell primarily through distributors and dealers (“direct customers”), who ultimately sell to end customers. Our end-customer base is comprised of a wide variety of foodservice providers, including large multinational and regional chain restaurants, convenience stores and retail stores; chain and independent casual and family dining restaurants; independent restaurants and caterers; lodging, resort, leisure and convention facilities; healthcare facilities; schools and universities; large business and industrial customers; and many other foodservice outlets (“end customers”). We serve some of the largest and most widely recognized multinational and regional
 
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businesses in the foodservice and hospitality industries; of which McDonald’s, an MFS end customer, represented 10% or more of MFS net sales in the years ended December 31, 2014 and December 31, 2013. The following table presents a representative selection of our customers:

Select MFS Global Foodservice Customers

 

 	  		

	  		  		  		  		

	  		  		  		  		

[LOGO]	  		  		  		  		

	  		  		  		  		

	  	

					

Additionally, we have a strong base of mid-sized customers and are focused on expanding it further. According to Euromonitor International, many mid-size chains exhibited growth above 20% in 2014, particularly in APAC and Latin America, reflecting the increasing power of local players and strong demand for chained
 
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versions of local favorites. Driven by a clear pattern of investment in locally-owned chains and concepts featuring local cuisine, these trends are expected to continue over the long term. We work with each of our mid-size customers to help them capitalize on these trends through our innovation process, which allows us to provide them with the following value propositions:
 
 	•	 	Simplification of their operations;	
 
 	•	 	Improved speed and flexibility of the overall operation;	
 
 	•	 	Improved quality of the food and service;	
 
 	•	 	Reduced energy consumption and carbon footprint;	
 
 	•	 	Lower total cost over the life cycle of the appliance; and	
 
 	•	 	Superior reliability of the overall equipment system.	
We do not typically have long-term contracts with our customers; however, large chains frequently authorize specific foodservice equipment manufacturers as approved vendors for particular products, and thereafter, sales are made locally or regionally to end customers via kitchen equipment suppliers, dealers or distributors. Many large quick-service restaurant chains refurbish or open a large number of outlets, or implement menu changes requiring investment in new equipment, over a short period of time. When this occurs, these customers often choose a small number of manufacturers whose approved products may or must be purchased by restaurant operators. We work closely with our customers to develop the products they need and to become approved vendors for these products.
Our end-customers often need equipment upgrades that enable them to improve productivity and food safety, reduce labor costs, respond to enhanced hygiene, environmental and menu requirements or reduce energy consumption. These changes often require customized cooking and cooling and freezing equipment. In addition, many restaurants seek to differentiate their products by changing their menu and format. We believe that product development is important to our success because a supplier’s ability to provide customized or innovative foodservice equipment is a primary factor when customers are making their purchasing decisions. Our significant investment in new product research and development positions us to uniquely serve our global customer base.
Sales, Marketing and Distribution
We sell our products through a worldwide network of over 3,000 dealers and distributors in over 100 countries. Our network is differentiated from competitors through serving as a single source for a broad portfolio of leading brands and product categories. This allows us to provide one face to our customers for multiple brands with relevant culinary and ingredients expertise and appropriate key account management for our larger global chain customers. We support our sales efforts with a variety of marketing efforts including trade-specific advertising, cooperative distributor merchandising, digital marketing, and marketing at a variety of industry trade shows.
In the Americas, MFS has a broad portfolio of channel partners, covering all major foodservice market segments, including quick-service restaurants, fast casual, education, health care, business and industry, as well as the convenience and retail space. Our direct sales team is supplemented by a network of industry-leading rep groups, providing national coverage. Direct sales team, sales reps and distributors jointly serve over 900 equipment dealers with our full portfolio of hot and cold product category brands. A dedicated strategic account team with culinary support is focused on the major U.S.-based restaurant chains, where we have significant global market share. Our teams work closely with our customers’ menu and equipment development teams to assure alignment with their strategic plans. We also have distribution hubs in Canada, Mexico and Latin America. KitchenCare provides a range of after-market parts and services that manages a comprehensive factory-authorized service network, assuring proper installation, preventative maintenance, spare parts supply and maximum customer uptime on all MFS appliances.
 
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In EMEA, our distribution includes hubs in Herborn, Germany serving Germany and Austria, in Guildford, UK serving the United Kingdom, and in Barcelona, Spain serving Spain and Portugal. Each of these distribution centers operates a network of third party dealers chosen to satisfy the requirements of both chain customers and independent caterers in their respective territories. Outside these countries, MFS products and services are sold through non-exclusive third party distributors and service companies. In addition, our beverage customers receive specialist support from our beverage systems facility in Halesowen, UK.
In APAC, MFS has had a presence since the mid-1980s. As our chain customers expanded into the region, we first established distribution and service support, followed by building a sales force and our first manufacturing facility in China in 1992. Today, we operate four manufacturing facilities and five sales and service offices throughout the region. We access the market in APAC through our dedicated distribution and dealer channel partners, most of whom have been established in the market for decades and have been MFS partners for over 15 years. Our business in the region is expanding into a local customer base that is focused on western style menus and desires the appliances that will consistently deliver the quality expected from our top brands with the reliability and support for which we are known.
Regulatory Environment
We actively work with standards organizations, industry associations, certification parties, and regulatory bodies to develop and promote effective and balanced standards, codes, and regulations that provide for the advancement of sustainable customer solutions with the highest possible levels of energy efficiency, sanitation, safety, and food quality. For example, we are active members of NAFEM, AHRI, UL task group, NSF Joint Committee, ASHRAE, the working groups responsible for EN safety standards in Europe, HKI, and other regional standards organizations. We are fully engaged with the Department of Energy on new energy standards, EPA on EnergySTAR programs and SNAP alternate refrigerant regulations, and EU ECO directive consultant organizations.
Competition
We sell all of our products in highly competitive markets and compete based on product design, quality, performance and aftermarket support services, as well as maintenance costs, energy and resource saving, other contributions to sustainability, and price. We believe that we benefit from the following competitive advantages:
 
 	•	 	A complementary portfolio of industry-leading hot and cold category products, integrated under one company and supported by growing aftermarket parts, service and support;	
 
 	•	 	The ability to integrate food, equipment, digital technologies and people seamlessly through collaborative innovation that enhances our customers’ ability to compete in the marketplace;	
 
 	•	 	The scale and breadth of our dealer and distributor network to accompany our customers on their global journey, especially in fast-growing emerging markets;	
 
 	•	 	Long-standing brands and innovative engineering that customers can trust for superior quality and reliability; and	
 
 	•	 	Dedication to putting customer experience first.	
 
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The following table sets forth our primary competitors in each of our product groups:

Products	 	Primary Competitors	
Primary cooking equipment	 	Ali Group; Dover Industries; Duke; Electrolux; Henny Penny; ITW; Middleby; Rational; and Taylor	
		
Serving, warming and storage equipment	 	Alto Shaam; Cambro; Duke; Hatco; ITW; Middleby; Standex; and Vollrath	
		
Beverage dispensers and related products	 	Automatic Bar Controls; Celli; Cornelius; Hoshizaki/Lancer Corporation; Taylor; and Vin Service	
		
Ice-cube, ice flaker machines and storage bins	 	Aucma; Brema; Follett; Hoshizaki; Ice-O-Matic; Scotsman; and Vogt	
		
Walk-in Refrigerator and freezer equipment	 	American Panel; Arctic; Bally; Beverage Air; Hoshizaki; ICS; Master-Bilt; Nor-Lake; Thermo-Kool; Traulsen; True Foodservice; and TurboAir	
Seasonality
Typically, the second and third quarters of our fiscal year represent the best periods for our financial results. Our customers are primarily in the northern hemisphere, and the warmer summer weather generally leads to an increase in construction and remodeling within the foodservice industry, as well as in the use and replacement of ice machines. As a result, distributors build inventories during the second quarter to prepare for increased demand.
Raw Materials
We support our region-of-use production strategy with corresponding region-of-use supplier partners. The primary raw materials that we use are structural and rolled steel, aluminum, and copper. We also purchase electrical equipment and other semi- and fully-processed materials. We maintain inventories of steel and other purchased material. We have been successful in our goal to maintain alternative sources of raw materials and supplies, and therefore are not dependent on a single source for any particular raw material or supply.
Engineering, Research and Development
We believe our extensive engineering, research and development capabilities are a key driver of our success. We engage in research and development activities at 15 dedicated locations in the Americas, EMEA and APAC. We have a staff of in-house engineers and technicians on three continents, supplemented with external engineering resources, who collectively are responsible for improving existing products and developing new products. We incurred total engineering costs of $47.9 million, $52.6 million, and $42.6 million during the years ended December 31, 2015, 2014 and 2013, respectively, which included research and development costs of $26.1 million, $31.0 million, and $28.7 million during the years ended December 31, 2015, 2014 and 2013, respectively.
Our team of engineers focuses on developing cost effective, innovative, high-performance, low-maintenance products that are intended to solve problems for our customers in differentiated ways and create significant brand loyalty among customers. Design engineers work closely with our culinary, manufacturing and marketing staff which enables us to identify changing end-user requirements, implement new technologies and effectively introduce product innovations. Close, carefully managed relationships with dealers, distributors and end users help us identify their needs, for not only products, but also for the service and support that are critical to their profitable operations. As part of our ongoing commitment to provide superior products, we intend to continue our efforts to design products that meet evolving customer demands and reduce the period from product conception to product introduction.
 
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Key projects and initiatives that are the basis for maintaining a competitive advantage in our capabilities for engineering and product development include the following:
 
 	•	 	Flexing engineering resources among the 15 engineering centers through engineering leadership for hot and cold category products and supplementing the internal resource pool with a strategic relationship with a major services provider based in India;	
 
 	•	 	Regional technology centers that provide a continuous stream of application-focused new technologies and product concepts into the engineering centers and fully leverage supplier and university relationships;	
 
 	•	 	Internal capability for electronic controls development and application to define our roadmap for controls, work hand-in-hand with strategic suppliers, and ensure continued industry leadership in this increasingly important product dimension; and	
 
 	•	 	Focus areas around technologies to lead the industry in the delivery of healthy food, equipment sanitation, energy efficiency, menu flexibility, and mobile devices and web connectivity.	
Intellectual Property
Intellectual property, inclusive of certain patents, trademarks, copyrights, know-how, trade secrets and other proprietary rights, is important to our business. We hold numerous patents pertaining to our products, and have presently pending applications for additional patents in the U.S. and foreign countries. In addition, we have various registered and unregistered trademarks and licenses that are of material importance to our business and we believe our ownership of this intellectual property is adequately protected in customary fashions under applicable laws. Although certain proprietary intellectual property rights are important to our success, we do not believe we are materially dependent on any particular patent or license, or any particular group of patents or licensees.
Our worldwide intellectual property portfolio provides:
 
 	•	 	Global protection of our R&D and product development investments;	
 
 	•	 	Recognizable competitive distinctions and proprietary advantages;	
 
 	•	 	Brand support and enhancement; and	
 
 	•	 	Leverage for value creation opportunities such as licenses and other dispositions.	
Our intellectual property portfolio is strategically aligned with our businesses and we continually calibrate it for both competitiveness and cost-effectiveness. Additionally, we monitor other companies’ intellectual property to ensure our freedom-to-operate. Similarly, we study our competitors’ products to identify unauthorized use of our protected inventions, and follow-up to resolve through appropriate enforcement programs in case of any violations.
Employees
As of June 30, 2016, we had approximately 5,500 employees. In North America, we have in place seven labor agreements with five employee unions. We have one trade union in Europe, and a large majority of our European employees belong to that trade union or European works councils. We have two labor agreements with one trade union in China.
 
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Properties
The following table outlines the principal facilities the Company owns or leases as of June 30, 2016.

Facility Location	  	Type of Facility	 	  	Approximate
Square Footage	 	  	Owned/Leased	 	
Americas	  				  				  				
New Port Richey, Florida (2)	  	 	Corporate Headquarters	  	  	 	42,000	  	  	 	Owned	  	
Manitowoc, Wisconsin (2)	  	 	Manufacturing/Office	  	  	 	376,000	  	  	 	Owned	  	
Parsons, Tennessee (1)	  	 	Manufacturing	  	  	 	120,000	  	  	 	Owned	  	
Sellersburg, Indiana (2)	  	 	Manufacturing/Office	  	  	 	146,000	  	  	 	Owned	  	
Tijuana, Mexico (1)	  	 	Manufacturing	  	  	 	111,000	  	  	 	Leased	  	
Shreveport, Louisiana (1), (2)	  	 	Manufacturing/Office	  	  	 	539,000	  	  	 	Owned	  	
Mt. Pleasant, Michigan (2)	  	 	Manufacturing/Office	  	  	 	345,000	  	  	 	Owned	  	
Baltimore, Maryland	  	 	Manufacturing/Office	  	  	 	16,000	  	  	 	Leased	  	
Cleveland, Ohio (1), (3)	  	 	Manufacturing/Office/Warehouse	  	  	 	391,000	  	  	 	Owned/Leased	  	
Covington, Tennessee (1)	  	 	Manufacturing/Office/Warehouse	  	  	 	386,000	  	  	 	Owned/Leased	  	
Concord, Ontario, Canada	  	 	Manufacturing/Office	  	  	 	116,000	  	  	 	Leased	  	
Mississauga, Ontario, Canada (1), (2)	  	 	Manufacturing/Office/Warehouse	  	  	 	186,000	  	  	 	Leased	  	
Monterrey, Mexico	  	 	Manufacturing/Office	  	  	 	303,750	  	  	 	Leased	  	
EMEA	  				  				  				
Guildford, United Kingdom (2)	  	 	Office	  	  	 	35,000	  	  	 	Leased	  	
Eglfing, Germany (2)	  	 	Manufacturing/Office/Warehouse	  	  	 	130,000	  	  	 	Leased	  	
Herisau, Switzerland (2)	  	 	Manufacturing/Office	  	  	 	26,974	  	  	 	Leased	  	
Halesowen, United Kingdom (2)	  	 	Manufacturing/Office	  	  	 	86,000	  	  	 	Leased	  	
Sheffield, United Kingdom	  	 	Manufacturing/Office	  	  	 	100,000	  	  	 	Leased	  	
APAC	  				  				  				
Foshan, China (2)	  	 	Manufacturing/Office/Warehouse	  	  	 	125,000	  	  	 	Leased	  	
Shanghai, China (2)	  	 	Office/Warehouse	  	  	 	29,000	  	  	 	Leased	  	
Prachinburi, Thailand (2)	  	 	Manufacturing/Office/Warehouse	  	  	 	438,608	  	  	 	Owned	  	
Singapore	  	 	Manufacturing/Office	  	  	 	93,300	  	  	 	Owned/Leased	  	
Hangzhou, China (2)	  	 	Manufacturing/Office	  	  	 	260,000	  	  	 	Owned/Leased	  	
Samutprakarn, Thailand	  	 	Office	  	  	 	4,305	  	  	 	Leased	  	
 
(1)	There are multiple separate facilities within these locations.	
(2)	Serves also as a research and development center.	
(3)	As of June 30, 2016, this plant is vacant and held for sale.	
In addition, we lease sales office and/or warehouse space in Manitowoc, Wisconsin; Odessa, Florida; Tampa, Florida; Fort Wayne, Indiana; Jeffersonville, Indiana; Herborn, Germany; Kuala Lumpur, Malaysia; Barcelona, Spain; Naucalpan de Juarez, Mexico; Gurgaon, and Mumbai, India; as well as Mexico City, Mexico.
See Note 20, “Leases,” to our audited combined financial statements, included elsewhere in this prospectus, for additional information regarding leases.
Legal Proceedings
Our global operations are governed by laws addressing the protection of the environment and employee safety and health. Under various circumstances, these laws impose civil and criminal penalties and fines, as well as injunctive and remedial relief, for noncompliance. They also may require remediation at sites where company related substances have been released into the environment.
We have expended substantial resources globally, both financial and managerial, to comply with the applicable laws and regulations, and to protect the environment and our workers. We believe we are in
 
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substantial compliance with such laws and regulations and we maintain procedures designed to foster and ensure compliance. However, we have been and may in the future be subject to formal or informal enforcement actions or proceedings regarding noncompliance with such laws or regulations, whether or not determined to be ultimately responsible in the normal course of business. Historically, these actions have been resolved in various ways with the regulatory authorities without material commitments or penalties to the Company.
For information concerning other contingencies and uncertainties, see Note 16, “Contingencies and Significant Estimates,” to our audited combined financial statements and Note 13, “Contingencies and Significant Estimates,” to our unaudited consolidated (condensed) financial statements included elsewhere in this prospectus.
 
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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” The financial information included here may not necessarily reflect our financial condition, results of operations and cash flows in the future or what our financial condition, results of operation and cash flows would have been had Manitowoc Foodservice been an independent, publicly-traded company prior to March 4, 2016. The following section is qualified in its entirety by the more detailed information, including our audited combined financial statements and our unaudited consolidated (condensed) financial statements and the notes thereto, which appears elsewhere in this prospectus.
Spin-Off
On January 29, 2015, MTW announced plans to create two independent public companies to separately operate its two businesses: its Crane business and its Foodservice business. To effect the separation, MTW first undertook an internal reorganization, following which MTW held the Crane business, and MFS held the Foodservice business. Then on March 4, 2016, MTW distributed all of our common stock to MTW’s shareholders on a pro rata basis, and MFS became an independent publicly traded company.
Business
MFS is among the world’s leading designers and manufacturers of commercial foodservice equipment. Our capabilities span refrigeration, ice-making, cooking, holding, food-preparation, and beverage-dispensing technologies, and allow us to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home. We supply foodservice equipment to commercial and institutional foodservice operators such as full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions.
Our products are sold in over 100 countries globally, across the Americas, EMEA and APAC. Our products, services and solutions are marketed through a worldwide network of over 3,000 dealers and distributors under industry-leading brands, including Cleveland, Convotherm, Dean, Delfield, Fabristeel, Frymaster, Garland, Inducs, Kolpak, Koolaire, Lincoln, Manitowoc Ice, Merco, Merrychef, Multiplex, Servend, and U.S. Range. All of our products are supported by KitchenCare, our aftermarket repair and parts service business. Our scale and expertise enable us to serve a global blue-chip customer base across the world in continually evolving foodservice markets. For the years ended December 31, 2015 and December 31, 2014, we generated revenue of $1,570.1 million and $1,581.3 million respectively, and operating income of $159.9 million and $172.5 million, respectively.
Reportable Segments
We manage our business in three geographic reportable segments: Americas, EMEA, and APAC. These segments represent the level at which we review our financial performance and make operating decisions. Segment earnings, or earnings before amortization, corporate charges, interest, income taxes and other special gains or charges is the measure of profit and loss that our chief operating decision maker uses to evaluate the financial performance of our business and is the basis for resource allocation and performance reviews. For these reasons, we believe that segment earnings represent the most relevant measure of segment profit and loss. A reconciliation of segment earnings to earnings from continuing operations before income taxes on a U.S. GAAP basis is presented in the “—Results of Operations and Discussion and Analysis—Sales and Earnings by Segment.”
 
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In contrast to many other companies in the fragmented foodservice equipment industry, MFS has the scale and experience to follow its customers globally, operating in the Americas, EMEA and APAC regions. The Americas is by far the Company’s biggest geographic segment in terms of sales, followed by EMEA. While we plan to continue growing in all regions, the Company also recognizes that the bulk of overall growth in the foodservice industry is expected to occur in markets other than the U.S., Canada and Western Europe.
Americas
The Americas segment, including the U.S., Canada and Latin America, had net sales and earnings before interest and taxes of approximately $1,323.7 million and $200.9 million, respectively, for the year ended December 31, 2015. Sales generated by our U.S. operations represent a significant majority of sales in the Americas segment.
EMEA
The EMEA segment is made up of markets in Europe, Middle East and Africa, including Russia and the commonwealth of independent states. The EMEA segment had net sales and earnings before interest and taxes of approximately $281.6 million and $23.5 million, respectively, for the year ended December 31, 2015.
APAC
The APAC segment is comprised principally of markets in China, Singapore, Australia, India, Malaysia, Indonesia, Thailand and Philippines. The APAC segment had net sales and earnings before interest and taxes of approximately $191.1 million and $21.6 million, respectively, for the year ended December 31, 2015.
Accounting Basis of Presentation
During the periods presented prior to the Spin-Off on March 4, 2016, MFS’s financial statements were prepared on a combined standalone basis derived from the consolidated financial statements and accounting records of MTW. MFS functioned as part of the larger group of companies controlled by MTW. Accordingly, MTW performed certain corporate overhead functions for MFS. Therefore, certain costs related to MFS have been allocated from MTW for the portion of the three months ended March 31, 2016 up to the Spin-Off on March 4, 2016 and for the entirety of the three months ended March 31, 2015. These allocated costs are primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) share-based compensation, and 4) certain administrative functions, which are not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures MFS determined as reasonable.
Management of MFS believes the assumptions underlying the financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by MFS during the periods presented. Nevertheless, the financial statements may not be indicative of MFS’s future performance, and does not necessarily include all of the actual expenses that would have been incurred by MFS and may not reflect our financial condition, results of operations and cash flows had MFS been a standalone company during the entirety of the periods presented.
You should read the historical combined financial data presented below in conjunction with our audited combined financial statements and unaudited consolidated (condensed) financial statements and accompanying notes included elsewhere in this prospectus.
All dollar amounts are in millions of dollars throughout the tables included in this Management’s Discussion and Analysis of Financial Conditions and Results of Operations unless otherwise indicated.
 
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Results of Operations
Results of Operations for the Three and Six Months Ended June 30, 2016 and June 30, 2015
Analysis of Net Sales
The following table presents net sales by business segment:

 	  	Three Months Ended June 30,	 	
 	  	Dollars of Sales	 	 	Percent
Change
Fav / (Unfav)	 	 	Percent of Sales	 	
(in millions)	  	2016	 	  	2015	 	 			 	2016	 	 	2015	 	
Net sales:	  				  				 				 				 				
Americas	  	$	301.2	  	  	$	346.7	  	 	 	(13.1	)% 	 	 	81.8	% 	 	 	85.0	% 	
EMEA	  	 	76.3	  	  	 	75.8	  	 	 	0.7	% 	 	 	20.7	% 	 	 	18.6	% 	
APAC	  	 	43.1	  	  	 	45.6	  	 	 	(5.5	)% 	 	 	11.6	% 	 	 	11.2	% 	
Elimination of inter-segment sales	  	 	(52.2	) 	  	 	(60.4	) 	 	 	(13.6	)% 	 	 	(14.1	)% 	 	 	(14.8	)% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	  	$	368.4	  	  	$	407.7	  	 	 	(9.6	)% 	 	 	100.0	% 	 	 	100.0	% 	

 	  	Six Months Ended June 30,	 	
 	  	Dollars of Sales	 	 	Percent
Change
Fav / (Unfav)	 	 	Percent of Sales	 	
(in millions)	  	2016	 	  	2015	 	 			 	2016	 	 	2015	 	
Net sales:	  				  				 				 				 				
Americas	  	$	564.8	  	  	$	640.4	  	 	 	(11.8	)% 	 	 	81.4	% 	 	 	85.0	% 	
EMEA	  	 	144.9	  	  	 	146.0	  	 	 	(0.8	)% 	 	 	20.9	% 	 	 	19.4	% 	
APAC	  	 	82.0	  	  	 	86.9	  	 	 	(5.6	)% 	 	 	11.8	% 	 	 	11.5	% 	
Elimination of inter-segment sales	  	 	(97.8	) 	  	 	(120.2	) 	 	 	(18.6	)% 	 	 	(14.1	)% 	 	 	(15.9	)% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	  	$	693.9	  	  	$	753.1	  	 	 	(7.9	)% 	 	 	100.0	% 	 	 	100.0	% 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated net sales for the three months ended June 30, 2016 decreased by 9.6 percent to $368.4 million from $407.7 million for the same period in 2015. The decrease in net sales was principally driven by a 13.1 percent decrease in the Americas segment and a 5.5 percent decrease in the APAC segment, respectively, for the three months ended June 30, 2016 compared to the prior year period. Prior year net sales for this period included $35.1 million from Kysor Panel Systems (“KPS”), which was sold in December 2015. In addition, foreign currency translation negatively impacted 2016 second quarter net sales by $5.0 million or 1.3 percent.
Consolidated net sales for the six months ended June 30, 2016 decreased by 7.9 percent to $693.9 million from $753.1 million for the same period in 2015. The decrease in net sales was principally driven by an 11.8 percent decrease in the Americas segment and a 5.6 percent decrease in the APAC segment, respectively, for the six months ended June 30, 2016. Prior year net sales for this period included $60.5 million from KPS. In addition, foreign currency translation negatively impacted net sales for the six months ended June 30, 2016 by $11.7 million, or 1.7 percent.
Net sales in the Americas segment for the three months ended June 30, 2016 decreased $45.5 million, or 13.1 percent, to $301.2 million, compared to $346.7 million for the same period in 2015. This decrease was primarily driven by the divestiture of KPS in December 2015, which caused a decrease of approximately $35.1 million. Adjusted for the divestiture of KPS, net sales decreased $10.4 million from the prior year primarily driven by lower intersegment net sales, which decreased by $5.5 million. Third party net sales decreased by $4.9 million due to lower growth in hot-side products sales and the expected seasonal increase in ice machine sales was slower to materialize in the second quarter of 2016. The decrease was partially offset by pricing realization from the 80/20 Simplification initiative. The Company’s Simplification and Right-Sizing initiatives include 80/20, product cost take out, lean implementation, strategic sourcing, manufacturing capacity reduction, and reduction
 
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in workforce (Simplification and Right-Sizing initiatives). Foreign currency translation had a $2.7 million negative impact on third party net sales in the second quarter of 2016.
Net sales in the Americas segment for the six months ended June 30, 2016 decreased $75.6 million, or 11.8 percent, to $564.8 million, compared to $640.4 million for the same period in 2015. This decrease was primarily driven by the divestiture of KPS in December 2015, which caused a decrease of approximately $60.5 million. Adjusted for the divestiture of KPS, net sales decreased $15.1 million from the prior year primarily driven by lower intersegment net sales, which decreased by $11.4 million and third party net sales decreased by $3.7 million due to softness in sales of hot-side products in the first six months of 2016. The decrease was partially offset by pricing realization from the 80/20 Simplification initiative. Foreign currency translation had a $6.1 million negative impact on third party net sales in the six months ended June 30, 2016.
Net sales in the EMEA segment for the three months ended June 30, 2016 increased $0.5 million, or 0.7 percent, to $76.3 million, compared to $75.8 million for the same period in 2015. The increase was principally driven by increased third party net sales of $2.1 million, partially offset by a $1.6 million decrease in intersegment net sales. Third party net sales increased primarily due to strong sales of Merrychef high-speed ovens, improvement in KitchenCare sales in the region of $2.3 million, and pricing realization from the 80/20 Simplification initiative. Foreign currency translation had a $1.4 million negative impact on third party net sales in the second quarter of 2016.
Net sales in the EMEA region for the six months ended June 30, 2016 decreased $1.1 million, or 0.8 percent, to $144.9 million, compared to $146.0 million for the same period in 2015. The decrease was driven by lower intersegment net sales of $7.1 million, partially offset by a $6.0 million increase in third party net sales. Third party net sales increased primarily due to strong sales of Merrychef high-speed ovens, improvement in KitchenCare sales in the region of $2.3 million, and pricing realization from the Simplification and Right-sizing initiatives. Foreign currency translation had a $3.7 million negative impact on third party net sales in the six months ended June 30, 2016.
Net sales in the APAC region for the three months ended June 30, 2016 decreased $2.5 million, or 5.5 percent, to $43.1 million, compared to $45.6 million for the same period in 2015. Current year net sales included $2.5 million from the Welbilt Thailand acquisition in October 2015. Third party net sales decreased $1.4 million mainly due to lower quick-service restaurant new store openings in China and softer general market sales in the quarter. Net sales also decreased $1.1 million due to lower intersegment net sales. Foreign currency translation had a $0.9 million negative impact on third party net sales in the second quarter of 2016.
Net sales in the APAC region for the six months ended June 30, 2016 decreased $4.9 million, or 5.6 percent, to $82.0 million, compared to $86.9 million for the same period in 2015. Current year net sales included $4.8 million from the Welbilt Thailand acquisition in October 2015. The decrease was primarily driven by lower third party net sales of $1.0 million and intersegment net sales, which decreased by $3.9 million. Third party net sales decreased due to lower quick-service restaurant new store openings in China and softer general market sales. Foreign currency translation had a $1.9 million negative impact on third party net sales in the six months ended June 30, 2016.
 
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Analysis of Earnings from Operations
The following table presents earnings from operations by business segment.

 	  	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
 	  	 	 	 	Percent
Change
Fav /(Unfav)	 	 	 	 	 	Percent
Change
Fav /(Unfav)	 	
(in millions)	  	2016	 	 	2015	 	 			 	2016	 	 	2015	 	 			
Earnings from operations	  				 				 				 				 				 				
Americas	  	$	47.8	  	 	$	44.3	  	 	 	7.9	% 	 	$	87.4	  	 	$	65.2	  	 	 	34.0	% 	
EMEA	  	 	9.5	  	 	 	6.2	  	 	 	53.2	% 	 	 	15.6	  	 	 	9.3	  	 	 	67.7	% 	
APAC	  	 	4.2	  	 	 	6.2	  	 	 	(32.3	)% 	 	 	7.3	  	 	 	10.2	  	 	 	(28.4	)% 	
Corporate and unallocated	  	 	(11.7	) 	 	 	(7.2	) 	 	 	62.5	% 	 	 	(26.8	) 	 	 	(19.5	) 	 	 	37.4	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total earnings from operations	  	$	49.8	  	 	$	49.5	  	 	 	0.6	% 	 	$	83.5	  	 	$	65.2	  	 	 	28.1	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated earnings from operations for the three months ended June 30, 2016 was $49.8 million, an increase of $0.3 million compared to the $49.5 million of consolidated earnings from operations for the same period in 2015. Consolidated earnings from operations for the six months ended June 30, 2016 was $83.5 million, an increase of $18.3 million compared to the $65.2 million of consolidated earnings from operations for the same period in 2015. The increase in consolidated earnings from operations for the three and six months ended June 30, 2016, compared to the respective prior year periods, was principally driven by savings from the Company’s Simplification and Right-Sizing initiatives of approximately $13.4 million and $24.0 million, respectively, partially offset by lower fixed cost absorption and higher incentive compensation.
For the three months ended June 30, 2016, compared to the same period in 2015, earnings from operations for the Americas region increased by $3.5 million to $47.8 million despite the decrease in net sales. Adjusted for the divestiture of KPS of $3.8 million, earnings from operations increased from the prior year by $7.3 million. The increase in earnings from operations was primarily driven by $10.2 million of savings from the Company’s Simplification and Right-Sizing initiatives, a $3.9 million improvement in KitchenCare operations and operating efficiency improvements. These increases were partially offset by lower fixed cost absorption and higher incentive compensation.
For the six months ended June 30, 2016, compared to the same period in 2015, earnings from operations for the Americas region increased by $22.2 million to $87.4 million despite the decrease in net sales. Adjusted for the divestiture of KPS of $4.9 million, earnings from operations increased from the prior year by $27.1 million. The increase in earnings from operations was primarily driven by $18.6 million of savings from the Company’s Simplification and Right-Sizing initiatives, an $8.3 million improvement in KitchenCare operations and operating efficiency improvements. These increases were partially offset by lower fixed cost absorption and higher incentive compensation.
For the three months ended June 30, 2016, compared to the same period in 2015, earnings from operations for the EMEA region increased by $3.3 million to $9.5 million. The increase was primarily driven by cost savings of approximately $2.5 million from the Company’s Simplification and Right-Sizing initiatives, a $2.4 million improvement in KitchenCare operations, better product mix from new product introductions and operating efficiency improvements. These increases were partially offset by lower fixed cost absorption.
For the six months ended June 30, 2016, compared to the same period in 2015, earnings from operations for the EMEA region increased by $6.3 million to $15.6 million. The increase was primarily driven by cost savings of approximately $4.5 million from the Company’s Simplification and Right-Sizing initiatives, a $3.5 million improvement in KitchenCare operations in the region, and operating efficiency improvements. These increases were partially offset by lower fixed cost absorption.
 
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For the three months ended June 30, 2016, compared to the same period in 2015, earnings from operations for the APAC region decreased by $2.0 million to $4.2 million. The decrease was primarily driven by the negative impact of lower sales volumes on fixed cost absorption, partially offset by savings from the Company’s Simplification and Right-Sizing initiatives of $0.7 million.
For the six months ended June 30, 2016, compared to the same period in 2015, earnings from operations for the APAC region decreased by $2.9 million to $7.3 million. The decrease was primarily driven by the negative impact of lower sales volumes on fixed cost absorption, partially offset by savings from the Company’s Simplification and Right-Sizing initiatives of $0.9 million, and operating efficiency improvements.
Total selling, general and administrative expenses amounted to $75.4 million for the three months ended June 30, 2016, an increase of 9.0 percent or $6.2 million compared to the prior year period. The increase was principally driven by a $5.6 million increase in expenses related to incentive compensation and a $3.8 million increase in research and development and marketing and spin related expenses, partially offset by the impact from the divestiture of the KPS business of approximately $2.3 million and savings from the Company’s Simplification and Right-Sizing initiatives of approximately $1.6 million.
Total selling, general and administrative expenses amounted to $147.2 million for the six months ended June 30, 2016, a decrease of 2.9 percent or $4.4 million compared to the prior year period. The decrease was principally driven by the impact from the divestiture of the KPS business of approximately $5.0 million, savings from the Company’s Simplification and Right-Sizing initiatives of approximately $3.2 million and cost containment savings of approximately $2.0 million. These decreases were partially offset by a $5.4 million increase in incentive compensation expenses.
Analysis of Non-Operating Income Statement Items
For the three months ended June 30, 2016, compared to the same period in 2015, interest expense increased by $26.6 million to $27.0 million. For the six months ended June 30, 2016, compared to the same period in 2015, interest expense increased by $34.8 million to $35.5 million. The increase in interest expense was related to $1,400.0 million of long-term debt issued by the Company, as a result of the Spin-Off, in the first quarter of 2016. Assuming the Company only makes the required minimum payments under the agreement, the Company’s cash obligations due to interest on long-term debt will be $47.8 million for the remainder of 2016, $95.8 million in 2017, $95.8 million in 2018, $95.4 million in 2019, $95.0 million in 2020 and $257.9 million thereafter.
The remainder of non-operating costs for the three months ended June 30, 2016 consisted of foreign currency gains and losses of $2.3 million and amortization of deferred financing fees of $1.5 million. The remainder of non-operating costs for the six months ended June 30, 2016 consisted of foreign currency gains and losses of $4.0 million, amortization of deferred financing fees of $1.9 million and a loss on disposal of assets of $0.2 million.
Financial Condition
First Six Months of 2016
Cash and cash equivalents as of June 30, 2016 totaled $40.7 million, an increase of $8.7 million from the December 31, 2015 balance of $32.0 million. Cash flows provided by operating activities for the first six months of 2016 were $2.2 million compared to cash flows used for operating activities of $10.3 million for the first six months of 2015. The increase in cash generated from operating activities of $12.5 million was primarily attributable to a smaller increase in operating assets, primarily inventory and accounts receivables, a smaller decrease in accounts payable, and an increase in other current and long-term liabilities compared to the prior year period. These favorable changes were partially offset by lower net earnings, which is mainly due to the increase in interest expense in 2016. Inventory increased principally due to higher safety stock levels to reduce customer
 
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lead times and, temporarily, to ensure satisfactory lead times related to the transfer of production from our Cleveland, Ohio plant to three receiving plants.
Cash flows used for investing activities of $6.0 million for the first six months of 2016 consisted primarily of capital expenditures of $6.2 million, with the majority of the capital expenditures related to fixed asset equipment purchases.
Cash flows provided by financing activities of $12.6 million for the first six months of 2016 consisted primarily of proceeds from new indebtedness subsequently used to fund a cash distribution to MTW as part of the Spin-Off, to make $49.6 million of payments on long-term debt and capital leases, and to fund working capital needs in the first six months.
First Six Months of 2015
Cash and cash equivalents balance as of June 30, 2015 totaled $14.8 million a decrease of $1.7 million from the December 31, 2014 balance of $16.5 million. Cash flows used for operating activities for the first six months of 2015 were $10.3 million. During the first six months of 2015, cash flows used for operations was principally related to increases in receivables and inventory and decreases in accounts payable due to higher seasonal working capital requirements in the first half of the year, as well the increased inventory levels in KitchenCare operations compared to the prior year.
Cash flows used for investing activities of $7.0 million for the first six months of 2015 consisted of capital expenditures of $6.7 million, related to fixed asset equipment purchases.
Cash flows provided by financing activities of $16.5 million for the first six months of 2015 consisted primarily related to financing transactions with MTW during the period.
Liquidity and Capital Resources
Senior Secured Credit Facilities
On March 3, 2016, the Company entered into a credit agreement (the “2016 Credit Agreement”) for a new senior secured revolving credit facility in an aggregate principal amount of $225.0 million (the “Revolving Facility”) and a senior secured Term Loan B facility in an aggregate principal amount of $975.0 million (the “Term Loan B Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”) with JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, J.P. Morgan Securities LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., and Citigroup Global Markets Inc., on behalf of certain of its affiliates, as joint lead arrangers and joint bookrunners, and certain lenders, as lenders. The Revolving Facility includes (i) a $20.0 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $40.0 million sublimit for swingline loans on customary terms. The Company entered into security and other agreements relating to the 2016 Credit Agreement.
Borrowings under the Senior Secured Credit Facilities will bear interest at a rate per annum equal to, at the option of MFS, (i) LIBOR plus the applicable margin of approximately 4.75% for term loans subject to a 1.00% LIBOR floor and 1.50% - 2.75% for revolving loans, based on consolidated total leverage, or (ii) an alternate base rate plus the applicable margin, which will be 1.00% lower than for LIBOR loans.
 
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The 2016 Credit Agreement contains financial covenants including (a) a Consolidated Interest Coverage Ratio, which measures the ratio of (i) Consolidated EBITDA, as defined in the 2016 Credit Agreement, to (ii) consolidated cash interest expense, and (b) a Consolidated Total Leverage Ratio, which measures the ratio of (i) consolidated indebtedness to (ii) Consolidated EBITDA for the most recent four fiscal quarters. The current covenant levels of the financial covenants under the Senior Secured Credit Facility are as set forth below:

Fiscal Quarter Ending	  	Consolidated Total Leverage
Ratio (less than)	 	  	Consolidated Interest Coverage
Ratio (greater than)	 	
March 31, 2016	  	 	6.25:1.00	  	  	 	2.00:1.00	  	
June 30, 2016	  	 	6.25:1.00	  	  	 	2.00:1.00	  	
Obligations of the Company under the Senior Secured Credit Facilities are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries (but excluding (i) unrestricted subsidiaries, (ii) immaterial subsidiaries, and (iii) special purpose securitization vehicles).
There is a first priority perfected lien on substantially all of the assets and property of MFS and guarantors and proceeds therefrom excluding certain excluded assets. The liens securing the obligations of the Company under the Revolving Facility and the Term Loan B Facility are pari passu.
Senior Notes
The Company issued 9.50% Senior Notes due 2024 in an aggregate principal amount of $425.0 million (the “Senior Notes”) under an indenture with Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Senior Notes were sold to qualified institutional buyers pursuant to Rule 144A (and outside the United States in reliance on Regulation S) under the Securities Act. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company’s domestic restricted subsidiaries that is a borrower or guarantor under the Senior Secured Credit Facilities. The Senior Notes and the subsidiary guarantees are unsecured, senior obligations. The notes are redeemable, at the Company’s option, in whole or in part from time to time, at any time prior to February 15, 2019, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued but unpaid interest to the date of redemption. In addition, the Company may redeem the notes at its option, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on February 15 of the years set forth below:

Year	  	Percentage	 	
2019	  	 	107.1	% 	
2020	  	 	104.8	% 	
2021	  	 	102.4	% 	
2022 and thereafter	  	 	100.0	% 	
The Company must generally offer to repurchase all of the outstanding Senior Notes upon the occurrence of certain specific change of control events at a purchase price equal to 101% of the principal amount of Senior Notes purchased plus accrued and unpaid interest to the date of purchase. The indenture provides for customary events of default. Generally, if an event of default occurs (subject to certain exceptions), the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately.
 
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Outstanding debt at June 30, 2016 and December 31, 2015 is summarized as follows:

(in millions)	  	June 30,
2016	 	  	December 31,
2015	 	
Revolving credit facility	  	$	32.0	  	  	$	—  	  	
Term Loan B	  	 	950.0	  	  	 	—  	  	
Senior Notes due 2024	  	 	425.0	  	  	 	—  	  	
Other	  	 	3.3	  	  	 	2.7	  	
	  	 	 	 	  	 	 	 	
Total debt and capital leases including current portion	  	 	1,410.3	  	  	 	2.7	  	
Less current portion and short-term borrowings	  	 	(1.4	) 	  	 	(0.4	) 	
Less unamortized debt issuance costs	  	 	(39.0	) 	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Total long-term debt and capital leases	  	$	1,369.9	  	  	$	2.3	  	
	  	 	 	 	  	 	 	 	
Off-balance sheet arrangements
The Company’s disclosures concerning transactions, arrangements and other relationships with uncombined entities or other persons that are reasonably likely to materially affect liquidity or the availability of or requirements for capital resources are as follows:
 
 	•	 	The Company disclosed its accounts receivable securitization arrangement in Note 8, “Accounts Receivable Securitization,” to the consolidated (condensed) financial statements.	
 
 	•	 	The Company leases various assets under operating leases. The future estimated payments under these arrangements have not materially changed since being disclosed in Note 20, “Leases,” to the audited combined financial statements in the Company’s latest annual report on Form 10-K.	
On March 3, 2016, the Company entered into a new $110.0 million accounts receivable securitization program (the “2016 Securitization Facility”) with Wells Fargo Bank, National Association, as purchaser and agent, whereby the Company will sell certain of its domestic trade accounts receivable and certain of its non-U.S. trade accounts receivable to a wholly-owned, bankruptcy-remote, foreign special purpose entity, which entity, in turn, will sell, convey, transfer and assign to a third-party financial institution (a “Purchaser”), all of the right, title and interest in and to its pool of receivables to the Purchaser. The Purchaser will receive ownership of the pools of receivables. The Company, along with certain of its subsidiaries, act as servicers of the receivables and as such administer, collect and otherwise enforce the receivables. The servicers will be compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. As servicers, they will initially receive payments made by obligors on the receivables but will be required to remit those payments in accordance with a receivables purchase agreement. The Purchaser will have no recourse for uncollectible receivables. The 2016 Securitization Facility also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the Company to meet specified financial tests, which include a Consolidated Interest Coverage Ratio and a Consolidated Total Leverage Ratio that are the same as the covenant ratios required per the 2016 Credit Agreement.
Non-GAAP financial measures
This section includes financial information prepared in accordance with accounting principles generally accepted in the United States (GAAP), as well as certain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of financial performance that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, financial measures presented in accordance with GAAP. The Company’s non-GAAP measures may not be comparable to similarly titled measures used by other companies.
 
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The Company believes that these measures are helpful to investors in assessing the Company’s ongoing performance of its underlying businesses before the impact of special items. In addition, these non-GAAP measures provide a comparison to commonly used financial metrics within the professional investing community which do not include special items.
A reconciliation of U.S. GAAP financial measures to non-GAAP financial measures is as follows:

 	  	Three Months Ended	 	 	Six Months Ended	 	
Millions of dollars	  	June 30,
2016	 	 	June 30,
2015	 	 	June 30,
2016	 	 	June 30,
2015	 	
Free cash flow	  				 				 				 				
Net cash provided by (used for) operating activities	  	$	25.2	  	 	$	(2.6	) 	 	$	2.2	  	 	$	(10.3	) 	
Net capital expenditures	  	 	(1.7	) 	 	 	(3.5	) 	 	 	(6.2	) 	 	 	(6.7	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow (1)	  	$	23.5	  	 	$	(6.1	) 	 	$	(4.0	) 	 	$	(17.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(1)       Free cash flow represents operating cash flows less property, plant, and equipment additions.	  				 				 				 				
					
Adjusted earnings before interest, taxes, other (income) expense and amortization (Adjusted Operating EBITA)	  				 				 				 				
Net earnings	  	$	15.1	  	 	$	36.9	  	 	$	33.2	  	 	$	50.9	  	
Income taxes	  	 	4.1	  	 	 	17.0	  	 	 	8.7	  	 	 	23.5	  	
Other (income) expense, net	  	 	3.6	  	 	 	(0.2	) 	 	 	6.0	  	 	 	(0.6	) 	
Interest (income) expense on notes with MTW, net	  	 	—	  	 	 	(4.6	) 	 	 	0.1	  	 	 	(9.3	) 	
Interest expense	  	 	27.0	  	 	 	0.4	  	 	 	35.5	  	 	 	0.7	  	
Restructuring (income) expense	  	 	0.3	  	 	 	(0.2	) 	 	 	1.6	  	 	 	0.5	  	
Separation expense	  	 	1.3	  	 	 	0.5	  	 	 	4.3	  	 	 	0.5	  	
Amortization expense	  	 	7.9	  	 	 	7.9	  	 	 	15.7	  	 	 	15.7	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted earnings before interest, taxes, other (income) expense and amortization (Adjusted Operating EBITA)	  	$	59.3	  	 	$	57.7	  	 	$	105.1	  	 	$	81.9	  	

Adjusted Operating EBITA margin (2) :	  	 	16.1	% 	 	 	14.2	% 	 	 	15.1	% 	 	 	10.9	% 	
(2)       Adjusted Operating EBITA margin in the section above is calculated by dividing the dollar amount of Adjusted Operating EBITA by net sales.	  				 				 				 				
					
Adjusted net earnings (3)	  				 				 				 				
Net earnings	  	$	15.1	  	 	$	36.9	  	 	$	33.2	  	 	$	50.9	  	
Restructuring expense (net of tax)	  	 	0.1	  	 	 	(0.2	) 	 	 	1.0	  	 	 	0.3	  	
Separation expense (net of tax)	  	 	0.8	  	 	 	0.3	  	 	 	2.7	  	 	 	0.3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted net earnings	  	$	16.0	  	 	$	37.0	  	 	$	36.9	  	 	$	51.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(3)       Adjusted net earnings represents net earnings before the impact of certain items such as restructuring and separation charges.	  				 				 				 				
					
Adjusted net earnings per share	  				 				 				 				
Diluted earnings per share	  	$	0.11	  	 	$	0.27	  	 	$	0.24	  	 	$	0.37	  	
Restructuring expense per share (net of tax)	  	 	—  	  	 	 	—  	  	 	 	0.01	  	 	 	—  	  	
Separation expense per share (net of tax)	  	 	0.01	  	 	 	—  	  	 	 	0.02	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted net earnings per share	  	$	0.12	  	 	$	0.27	  	 	$	0.27	  	 	$	0.37	  	

Organic net sales and organic net sales in constant currency	  				 				 				 				
Net sales	  	$	368.4	  	 	$	407.7	  	 	$	693.9	  	 	$	753.1	  	
Less: Kysor Panel Systems sales	  	 	—  	  	 	 	(35.1	) 	 	 	—  	  	 	 	(60.5	) 	
Plus: Welbilt Thailand sales	  				 	 	1.6	  	 	 	—  	  	 	 	3.8	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Organic net sales	  	 	368.4	  	 	 	374.2	  	 	 	693.9	  	 	 	696.4	  	
Foreign currency translation	  	 	5.0	  	 	 	—  	  	 	 	11.7	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Organic net sales in constant currency	  	$	373.4	  	 	$	374.2	  	 	$	705.6	  	 	$	696.4	  	

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Results of Operations for Years Ended December 31, 2015, 2014, and 2013
Results of Operations
The following are our results of operations for years ended December 31, 2015, 2014, and 2013:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Net sales	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	
Cost of sales	  	 	1,068.4	  	  	 	1,073.3	  	  	 	1,030.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Gross Profit	  	 	501.7	  	  	 	508.0	  	  	 	510.9	  	
Selling, general and administrative expenses	  	 	291.6	  	  	 	299.6	  	  	 	289.7	  	
Other operating expenses	  	 	50.2	  	  	 	35.9	  	  	 	33.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Earnings before interest and taxes from continuing operations	  	 	159.9	  	  	 	172.5	  	  	 	187.7	  	
Interest expense	  	 	(1.4	) 	  	 	(1.3	) 	  	 	(1.0	) 	
Interest income on notes with MTW - net	  	 	15.8	  	  	 	16.6	  	  	 	17.2	  	
Other income (expense) - net	  	 	22.0	  	  	 	(0.6	) 	  	 	0.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Earnings from continuing operations before income taxes	  	 	196.3	  	  	 	187.2	  	  	 	204.6	  	
Income taxes	  	 	39.3	  	  	 	25.9	  	  	 	55.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net earnings from continuing operations	  	 	157.0	  	  	 	161.3	  	  	 	149.3	  	
Discontinued operations:	  				  				  				
Earnings (loss) from discontinued operations, net of income expense (benefit) of $0.1, $(0.3), and $(1.0), respectively	  	 	0.1	  	  	 	(0.4	) 	  	 	(0.5	) 	
Loss on sale of discontinued operations, net of income tax (benefit) expense of $0.0, $(0.6) and $4.4, respectively	  	 	—  	  	  	 	(1.1	) 	  	 	(2.7	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net earnings	  	$	157.1	  	  	$	159.8	  	  	$	146.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Discussion of Results of Operations

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Net Sales	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	
MFS’ sales totaled $1,570.1 million for the year ended December 31, 2015, representing a $11.2 million, or 0.7%, decrease compared to the prior year. The decrease in total net sales included an unfavorable foreign exchange impact of approximately $49.5 million due to the relative strength of the US Dollar to foreign currencies, and product roll-outs in the first half of 2014, which generated sales of approximately $35.2 million, that did not recur in the first half of 2015. Favorable volume, product and price mix impact of $73.5 million partially offset the negative impacts of foreign exchange and product roll-outs over the prior year period. Sales in the Americas totaled $1,323.7 million, an increase of 1.7% over the prior year, on favorable sales volumes across both hot and cold brands. Sales in EMEA and APAC were down 10.6% and 3.6%, respectively, compared to the prior year period, due to unfavorable foreign exchange only partially offset by strength in particular markets and product types. Further analysis of the changes in sales by reportable segments is shown in the “—Sales and Earnings by Segment” below.
MFS’ sales totaled $1,581.3 million in 2014, an increase of 2.6% or $39.5 million over 2013. The sales increase during the year was principally driven by higher sales in the Americas and APAC regions which contributed $19.3 million and $68.8 million, respectively, to the increase. Sales in EMEA posted a slight sales increase of approximately $2.5 million during the year. The increase in sales was due to specific product launches in the APAC and Americas regions in our ice, refrigeration and reach-in businesses as well as the Beverage-in-Cup equipment roll-outs by certain of our chain customers. There was also a favorable impact of approximately $4.7 million from foreign currency volatility in relation to the U.S. Dollar as compared with the year ended
 
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December 31, 2013. These increases were partially offset by an increase of $51.1 million of higher intersegment sales, particularly in APAC, which are eliminated upon consolidation. Further analysis of the changes in sales by reportable segments is shown in the “—Sales and Earnings by Segment” below.

(in millions)	  	2015	 	 	2014	 	 	2013	 	
Gross Profit	  	$	501.7	  	 	$	508.0	  	 	$	510.9	  	
Gross Margin	  	 	32.0	% 	 	 	32.1	% 	 	 	33.1	% 	
Gross profit for the year ended December 31, 2015 decreased by $6.3 million, or 1.2%, compared to the prior year, and gross profit percentage was approximately flat at 32.0% in 2015 compared to 32.1% in 2014. The decline was primarily due the decrease in sales of $11.2 million, incremental costs of $14.0 million associated with the consolidation and transition of our KitchenCare business to third-party warehouse management during the first three quarters of the year, as well as higher labor and overhead costs of $6.9 million on higher sales volumes, almost entirely offset by $26.0 million of savings from product and manufacturing cost reductions and lower costs for warranty.
Gross profit for the year ended December 31, 2014 decreased by $2.9 million, or 0.6%, compared to the prior year. The decrease translated to a slightly lower gross margin percentage of 32.1% compared to 33.1% in 2013. The decrease was principally due to an unfavorable product mix, higher rebates and discounts as more volume of sales were sold to the buying groups and dealers, higher conversion costs, higher warranty costs, and incremental costs associated with the consolidation and transition of our KitchenCare business to third-party warehouse management during the fourth quarter of 2014. Savings from product and manufacturing cost reduction initiatives partially offset the aforementioned negative impacts.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Selling, general and administrative expenses	  	$	291.6	  	  	$	299.6	  	  	$	289.7	  	
Total selling, general and administrative expenses amounted to $291.6 million in 2015, a decrease of 2.7% or $8.0 million compared to the prior year. The year-over-year decrease was attributable primarily to headcount reductions implemented during the year, as well as cost containment across the business.
Total selling, general and administrative expenses amounted to $299.6 million in 2014, an increase of 3.4% or $9.9 million compared to the prior year. The year-over-year increase was attributable to a favorable non-recurring legal settlement and an earn-out adjustment on a prior acquisition which benefited 2013 by approximately $5.2 million in total. Increase in sales commissions, marketing costs as well as project costs associated with new product developments also contributed to the increase in selling, general and administrative expenses. The increase was partially offset by lower employee related costs such as health benefits, short-term incentive compensation, and stock-based compensation.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Amortization expense	  	$	31.4	  	  	$	31.8	  	  	$	31.4	  	
Asset impairment expense	  	 	9.0	  	  	 	1.1	  	  	 	—  	  	
Restructuring expense	  	 	4.6	  	  	 	2.6	  	  	 	2.9	  	
Separation expense	  	 	4.3	  	  	 	—  	  	  	 	—  	  	
Other operating expense (income)	  	 	0.9	  	  	 	0.4	  	  	 	(0.8	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total other operating expense	  	$	50.2	  	  	$	35.9	  	  	$	33.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Amortization expense for the years ended December, 31, 2015, 2014 and 2013 of $31.4 million, $31.8 million, and $31.4 million, respectively, is related to intangible assets as shown in Note 9, “Goodwill and Other Intangible Assets,” to our audited combined financial statements included elsewhere in this prospectus.
 
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Asset impairment expense for the year ended December 31, 2015 and 2014 was $9.0 million and $1.1 million, respectively. There was no impairment expense for the year ended December 31, 2013. The 2015 expense related to the write-down to fair value of land, building, and building improvements for the Cleveland facility which was held for sale as of December 31, 2015. The 2014 impairment expense related to the write-down to fair value of land, building, and building improvements for a facility in the Americas which was held for sale as of December 31, 2014.
Restructuring expense for the year ended December 31, 2015, primarily related to reductions in workforce as well as costs associated with the closure of our Cleveland facility. Restructuring expense for the year ended December 31, 2014, related to employee termination costs associated with the transfer of certain manufacturing activities in Manitowoc, Wisconsin, to Monterrey, Mexico. Restructuring expense for the years ended December 31, 2013 related to plant and manufacturing facility consolidations in the Americas region as well as workforce reductions in EMEA. See Note 18, “Restructuring and Asset Impairment,” to our audited combined financial statements included elsewhere in this prospectus for further details.
For the year ended December 31, 2015, MFS incurred separation expenses of $4.3 million related to our spin-off from MTW. For the years ended December 31, 2015, and December 31, 2014, other operating expense of $0.9 million and $0.4 million, respectively, related to miscellaneous fees from divestiture activities. For the year ended December 31, 2013, other income was primarily related to a pension plan curtailment/settlement on a plan during the year.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Interest expense	  	$	(1.4	) 	  	$	(1.3	) 	  	$	(1.0	) 	
Interest expense for the years ended December 31, 2015, 2014 and 2013 was primarily related to the financing costs on capital lease arrangements.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Interest income on notes with MTW - net	  	$	15.8	  	  	$	16.6	  	  	$	17.2	  	
As disclosed in Note 23, “Net Parent Company Investment and Related Party Transactions,” to our audited combined financial statements included elsewhere in this prospectus, MFS provided funding to MTW via intercompany debt. Net interest income reflects the historical net interest income recognized by MFS from these intercompany debts which were settled on March 3 rd , 2016.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Other income (expense) - net	  	$	22.0	  	  	$	(0.6	) 	  	$	0.7	  	
Other income - net for the year ended December 31, 2015 included a $9.9 million gain on sale of Kysor Panel Systems, a $5.4 million gain on sale of a certain investment property and a $4.9 million gain on the acquisition of a Thailand joint venture. The remainder of costs in 2015 related primarily to foreign exchange gains. Other (expense) income - net for the years ended December 31, 2014 and 2013 primarily related to foreign exchange gains or losses.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Income taxes	  	$	39.3	  	  	$	25.9	  	  	$	55.3	  	
MFS’ effective tax rate for the years ended 2015, 2014 and 2013 was 20.1%, 13.8% and 27.0%, respectively. The 2015 tax provision was reduced by $17.8 million related to the divestiture of the Kysor Panel Systems business resulting in a favorable impact to the effective tax rate.This benefit was primarily due to the write-off of $13.8 million of an unamortized deferred tax liability that was recorded in purchase accounting and as a result of the utilization of the capital loss carryforward to offset the tax gain. The 2014 effective tax rate was reduced by a
 
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$25.6 million tax benefit related to a capital loss realization from an election with the IRS to treat a Foodservice entity as a partnership for U.S. federal income tax purposes. The 2013 effective tax rate benefited from the release of uncertain tax position reserves related to favorable audit settlements. See Note 12, “Income Taxes,” to our audited combined financial statements included elsewhere in this prospectus for further details.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Loss (gain) from discontinued operations	  	$	(0.1	) 	  	$	0.4	  	  	$	0.5	  	
The loss from discontinued operations in 2014 related primarily to administrative costs associated with various businesses previously disposed of in prior years. The loss from discontinued operations for the year ended December 31, 2013 related to the sale of the Jackson business in the first quarter of 2013.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Loss on sale of discontinued operations	  	$	—  	  	  	$	1.1	  	  	$	2.7	  	
There was no loss on sale of discontinued operations during 2015. Loss on sale of discontinued operations of $1.1 million for the year ended December 31, 2014 related to the settlement of a pension obligation to a previously disposed of entity. Loss on sale of discontinued operations of $2.7 million for the year ended December 31, 2013 was attributable to the sale of the Jackson warewashing business in the first quarter of 2013. See further details at Note 4, “Discontinued Operations and Divestitures,” to our audited combined financial statements included elsewhere in this prospectus.
Sales and Earnings by Segment
Net sales

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Net sales:	  				  				  				
Americas	  	$	1,323.7	  	  	$	1,301.9	  	  	$	1,282.6	  	
EMEA	  	 	281.6	  	  	 	315.1	  	  	 	312.6	  	
APAC	  	 	191.1	  	  	 	198.2	  	  	 	129.4	  	
Elimination of inter-segment sales	  	 	(226.3	) 	  	 	(233.9	) 	  	 	(182.8	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net sales	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
In 2015, sales in the Americas segment increased by $21.8 million, or 1.7%, to $1,323.7 million, compared to $1,301.9 million in 2014. This increase was principally driven by higher sales across both hot and cold brands, with new product roll-outs to chain customers for our Delfield and Ovens products, and continued strength in our ice business related to our Koolaire ice machines. In 2014, Americas segment sales increased by $19.3 million, or 1.5%, to $1,301.9 million compared to $1,282.6 million in 2013. This increase was driven by higher sales in both our hot and cold category businesses as well as favorable pricing actions. Ice equipment sales increased with the launch of our Koolaire ice machines while products such as Cleveland, Frymaster and Garland posted higher sales during the year.
Sales in the EMEA region for 2015 decreased by $33.5 million, or 10.6%, to $281.6 million compared to $315.1 million in the prior year. This decrease was primarily driven by unfavorable foreign currency impact and a benefit to 2014 sales from a new product roll-out to a major customer in the EMEA region, which more than offset increases from roll-out of the Convotherm 4 oven and higher general market sales. For the year ended 2014, sales in the EMEA region increased slightly by 0.8%, to $315.1 million from $312.6 million in 2013. This increase was driven by the European roll-out of the Beverage-in-Cup product by a major QSR chain customer during 2014 that was offset by the 2013 Convotherm roll-out which did not recur in 2014.
 
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Sales in the APAC region decreased by $7.1 million in 2015 from $198.2 million in the prior year. This decrease was primarily driven by lower sales to large QSR chain customers. For the year ended 2014, sales in the APAC region increased by 53.2%, to $198.2 million from $129.4 million in 2013. This increase was primarily driven by improved sales to certain regional chains, particularly in China as well as higher intersegment sales, specifically of ice machine products manufactured in the region.
Earnings by Segment

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Earnings before interest and taxes from continuing operations:	  				  				  				
Americas	  	$	200.9	  	  	$	201.8	  	  	$	214.3	  	
EMEA	  	 	23.5	  	  	 	20.7	  	  	 	22.5	  	
APAC	  	 	21.6	  	  	 	20.8	  	  	 	16.0	  	
Corporate expense	  	 	(35.8	) 	  	 	(34.9	) 	  	 	(31.6	) 	
Amortization expense	  	 	(31.4	) 	  	 	(31.8	) 	  	 	(31.4	) 	
Asset impairment expense	  	 	(9.0	) 	  	 	(1.1	) 	  	 	—  	  	
Restructuring expense	  	 	(4.6	) 	  	 	(2.6	) 	  	 	(2.9	) 	
Separation expense	  	 	(4.3	) 	  	 	—  	  	  	 	—  	  	
Other income (expense)	  	 	(1.0	) 	  	 	(0.4	) 	  	 	0.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Earnings before interest and taxes from continuing operations	  	$	159.9	  	  	$	172.5	  	  	$	187.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
For the year ended December 31, 2015, earnings for the Americas region remained fairly consistent with the prior year, with a decrease of $0.9 million to $200.9 million, resulting in operating margin of 15.2%, a decline of 30 basis points compared to the prior year. The change was a result of a decline of approximately $13.0 million due to specific product roll-outs in the first half of 2014 that did not recur in the first half of 2015, as well as approximately $14.0 million of incremental costs associated with the consolidation and transition of our KitchenCare business to third-party warehouse management during the first three quarters of the year. These costs were almost entirely offset by savings from headcount reductions and product and manufacturing cost reduction initiatives.
For the year ended December 31, 2014, compared to the prior year, earnings for the Americas region declined despite the increase in sales. The decline in earnings was due to a number of factors including incremental costs associated with the consolidation and transition of our KitchenCare business to third-party warehouse management during the fourth quarter of 2014, and product and channel mix where higher volumes were sold to chain accounts and buying groups which attract lower margins and higher rebates. Year-over-year earnings for 2014 compared to 2013 was also impacted by the one-time benefit recognized in 2013 related to a non-recurring favorable legal claim settlement and a positive earn-out adjustment related to a prior acquisition.
For the year ended December 31, 2015, compared to the prior year, earnings for the EMEA region increased by $2.8 million to $23.5 million, resulting in operating margin of 8.3%, an increase of 170 basis points compared to the prior year. Earnings for the segment increased despite the decrease in sales due to favorable pricing on new product roll-outs and cost containment across the region from headcount reductions and product and manufacturing cost reduction initiatives.
For the year ended December 31, 2014, compared to the prior year, earnings for the EMEA region decreased slightly to $20.7 million from $22.5 million in the prior year, resulting in operating margin of 6.6%, a decline of 60 basis points from the prior year. The decline can be attributed to unfavorable mix as well the non-recurring benefit associated with the higher margin product roll-outs in the prior year. An increase in selling, general and administrative costs likewise negatively impacted margin offset by favorable cost savings.
 
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For the year ended December 31, 2015, earnings for the APAC segment remained fairly consistent with the prior year, with an increase of approximately $0.8 million to $21.6 million, resulting in operating margin of 11.3%, an increase of 80 basis points compared to the prior year. The decline in sales was offset by cost containment from headcount reductions and product and manufacturing cost reduction initiatives.
For the year ended December 31, 2014, compared to the prior year, operating earnings for the APAC segment increased to $20.8 million from $16.0 million in 2013. The increase was primarily due to higher sales during the year. Operating margin, however, declined from 12.4% in 2013 to 10.5% in 2014. The decline was due to sales mix as well as the increase in intersegment sales which attract lower margins.
Total corporate expenses for the year ended December 31, 2015, consisted of $24.6 million of general corporate expenses allocated to MFS during the year and $11.2 million of baseline corporate expenses. Total corporate expenses for the year ended December 31, 2015 remained fairly consistent with the prior year, with an increase of approximately $0.9 million. The increase was primarily due to higher allocated costs from MTW for wages and benefits and employee health expense.
Total corporate expenses for the year ended December 31, 2014 consisted of $22.1 million of general corporate expenses allocated to MFS during the year and $12.8 million of baseline corporate expenses. Total corporate expenses for the year ended December 31, 2013 consisted of $26.3 million of general corporate expenses allocated to MFS during the year and $5.3 million of baseline corporate expenses. The decline of $3.3 million in total corporate expenses in 2014 compared to 2013 was driven by the decrease in short-term incentive payments during the year as well as the one-time favorable adjustment of $3.5 million related to an insurance settlement in 2013.
Market Conditions and Outlook
MFS is a leading participant in the global foodservice equipment industry. Our customers include many of the fastest-growing and most-innovative foodservice companies in the world. They come to us for innovations that may enable their profitable growth by improving their menus, enhancing operations and reducing their costs. We serve customers around the globe and we will continue to expand and support our customers wherever they grow. Our integrated manufacturing operations, service sites and sales offices work together to assist customers worldwide, whether these customers are local businesses or global companies.
According to Technomic, a foodservice consulting/research firm based in Chicago, 2015 U.S. foodservice sales came in stronger than expected with real growth of 2.3%, the highest rate since 2007. Furthermore, the National Restaurant Association’s Restaurant Performance Index has shown positive growth every month since the last time it went barely negative in February 2013, resulting in 35 consecutive months of growth. Technomic expects this growth to continue in the near-term, with an industry-wide sales growth forecast for 2016 of 4.9% on a nominal basis, or 2.5% real sales growth. Technomic also expects long term industry growth, with a nominal compound annual growth rate (“CAGR”) of approximately 2% during the 2015-2020 period, with some foodservice industry sectors, such as healthcare or fast casual dining, expected to grow at a nominal CAGR of 4-6% during the same time period.
On a global level, the demand for affordable dining is expected to continue to increase. Consumers in every market are expected to continue gravitating towards more informal options, a trend seen among both high income consumers looking to save during a slow economic recovery, and lower income consumers new to foodservice looking for accessible entry points. For foodservice equipment operators in emerging markets, this offers enormous room for innovation, particularly in terms of format, as consumers new to eating out look to experiment with a variety of brands and experiences. Within the restaurant industry, growing trends towards enhancing food safety and waste reduction are expected to drive demand for foodservice equipment. According to the World Health Organization, as populations worldwide become increasingly urbanized and globalized,
 
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people are more often eating outside of the home and the global food chain is becoming increasingly complex. Food providers have an ever greater responsibility to ensure food safety for consumers. High quality foodservice equipment can help these providers meet this challenge. Additionally, restaurants are striving to reduce waste and promote sustainability. According to the Food and Agriculture Organization of the United Nations (“FAO”), approximately one third of all food produced globally gets either lost or wasted each year. Modern and efficient foodservice equipment can promote energy efficiency in the kitchen, prevent premature spoilage, and reduce waste.
Overall, we believe that continued growth in demand for foodservice equipment will result from the development of new restaurant concepts in the U.S., the expansion of U.S. and foreign chains into international markets, the replacement and upgrade of existing equipment, and new equipment requirements resulting from menu changes as well as waste reduction. We expect to benefit from these trends, and grow market penetration alongside our customers as they expand into new service categories and geographies. We believe we are well-positioned to take advantage of worldwide growth opportunities with global and regional new product introductions, improvement in operational performance, and other strategic initiatives.
We believe our strong position gives us significant opportunities to grow along with our customers. Not only do we aim to be their supplier of choice, but also their innovator of choice. Our customers are constantly looking for ways to innovate their menus, and we are at the forefront of that innovation. Global chain customers and our channel partners recognize MFS and our brands for innovation and supplier support. In April 2015, MFS was honored for our ongoing commitment to sustainable practices throughout the foodservice industry, earning Energy Star Partner of the Year for Sustained Excellence and our sixth consecutive Energy Star Partner of the Year award. MFS was again honored by the National Restaurant Association (“NRA”) as one of the restaurant industry’s leading companies focused on innovation by understanding and meeting the operator’s needs. In 2015, MFS won Kitchen Innovation Awards from the NRA for the Frymaster Filter Quick Oil Quality Sensor and Merrychef eikon e4s with panini press and has won 2 awards so far in 2016 bringing the total of these prestigious awards to 31 since 2005.
Our brands are well-positioned leaders that span most major commercial foodservice equipment categories. Our team is passionate about the opportunities that our market position and global capabilities provide us. For 2016, our priorities are to continue to grow our customer base, deepen customer penetration, and drive international expansion to continue to grow sales, and to drive margin expansion through right-sizing our operations and business simplification. We believe we are building an industry-leading business for the long-term.
Liquidity and Capital Resources
Historically, MTW provided capital, cash management, and other treasury services to MFS. MTW continued to provide these services until the Spin-Off was consummated. As part of these services, certain cash balances were swept to MTW on a daily basis and were held in a centralized account. In turn, MTW transferred cash to MFS in order for MFS to meet its cash needs. As a result, the cash balances presented in MFS’ combined financial statements consist primarily of cash held at certain MFS entities used to satisfy their own cash needs.
MFS’ primary future cash needs will be centered on operating activities, working capital, and capital investments. Following the Spin-Off, MFS’ capital structure and sources of liquidity have changed significantly from its historical capital structure and sources. MFS no longer participates in capital management with MTW, and MFS’ ability to fund its cash needs now depends on its ongoing ability to generate and raise cash. Although MFS believes that its future cash from operations, together with its access to capital markets, will provide adequate resources to fund its operating and financing needs, its access to, and the availability of financing on acceptable terms in the future will be affected by many factors including: (i) its credit rating, (ii) the liquidity of the overall capital markets and (iii) the then-current state of the economy. There can be no assurances that MFS will have future access to the capital markets on acceptable terms.
 
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On March 3, 2016, in connection with the completion of the Spin-Off, MFS incurred a total of approximately $1,400 million of aggregate debt, which consists of a $975 million senior secured term loan B facility, which bears interest at a floating rate and will mature in 2023, and $425 million of senior notes due 2024, which bear interest at 9.500% per annum. Additionally, we have a senior secured revolving credit facility that permits borrowings of up to $225 million, which bears interest at a floating rate and will mature in 2021. See “—Description of Material Indebtedness” for more information regarding this new debt.
In connection with the Spin-Off we distributed $1,362 million of cash, including net proceeds from debt that we incurred, to MTW.
Cash Flows
The table below shows a summary of cash flows for the years ended 2015, 2014, and 2013 (in millions):

 	  	Years Ended December 31,	 	
 	  	2015	 	  	2014	 	  	2013	 	
Cash provided by operating activities	  	$	143.0	  	  	$	200.2	  	  	$	201.9	  	
Cash provided by (used for) investing activities	  	 	59.1	  	  	 	(25.3	) 	  	 	(42.9	) 	
Cash used for financing activities	  	$	(183.1	) 	  	$	(167.0	) 	  	$	(171.0	) 	
Operating activities
Cash and cash equivalents on-hand at December 31, 2015 amounted to $32.0 million, compared to $16.5 million at December 31, 2014.
Cash flow from operations during 2015 was $143.0 million, a decrease of $57.2 million compared to the prior year. The decrease in cash flow from operating activities for the year ended December 31, 2015, compared to 2014 was primarily due to the timing of cash payments on trade accounts payable of $46.8 million and lower cash from earnings of $25.1 million, partially offset by a decrease in inventory of $28.5 million on better working capital management and non-recurring inventory build-up at year-end 2014 due to the consolidation and transition of our KitchenCare business in that period.
Cash flows provided by operations during 2014 was $200.2 million compared to $201.9 million in 2013. Operating cash generation during 2014 was primarily driven by cash from earnings. The favorable year-over-year cash earnings impact of $5.2 million, as well as faster collections on accounts receivable of $2.9 million, was offset by increased inventory levels of $15.0 million at the end of 2014 due primarily to the consolidation and transition of our KitchenCare business to third-party warehouse management. Cash and cash equivalents on-hand at December 31, 2014 amounted to $16.5 million compared to $9.6 million at December 31, 2013.
Investing activities
Cash flows provided by investing activities of $59.1 million in 2015 related mainly to $78.2 million of proceeds from a sale of Kysor Panel Systems partially offset by capital expenditures of $13.2 million on fixed asset equipment purchases.
Cash flows used for investing activities of $25.3 million in 2014 related mainly to capital expenditures on fixed asset equipment purchases.
Cash flows used for investing activities in 2013 of $42.9 million consisted primarily of $12.2 million for the acquisition of Inducs, AG and for capital expenditures of $33.6 million, which related to fixed asset equipment purchases as well as investment costs for the new manufacturing facility in Monterrey, Mexico.
 
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Financing activities
Cash flows used for financing activities for the years ended December 31, 2015, 2014 and 2013 were $183.1 million, $167.0 million and $171.0 million, respectively, primarily related to financing transactions with MTW during these periods.
Description of Material Indebtedness
On March 3, 2016, in connection with the completion of the Spin-Off, MFS incurred a total of approximately $1,400 million in new indebtedness, and had an approximately additional $225 million available under a senior secured revolving credit facility, limited by the amount of letters of credit outstanding at any given point of time.
The outstanding indebtedness at the completion of the Spin-Off consisted of:
 
 	•	 	a $975 million senior secured term loan B facility;	
 
 	•	 	$425 million aggregate principal amount of 9.500% senior notes due 2024; and	
 
 	•	 	$0 outstanding under the senior secured revolving credit facility	
The following summarizes the principal terms of the senior secured term loan facility and senior secured revolving credit facility (we refer to these collectively as the “Credit Facilities”) and the terms of our senior notes.
Senior Credit Facilities
MFS entered into the 2016 Credit Agreement for the Senior Secured Credit Facilities with JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, J.P. Morgan Securities LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., and Citigroup Global Markets Inc., on behalf of certain of its affiliates, as joint lead arrangers and joint bookrunners, and certain lenders, as lenders. The Revolving Facility includes (i) a $20 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $40 million sublimit for swingline loans on customary terms. MFS entered into security and other agreements relating to the 2016 Credit Agreement.
Incremental Facilities
MFS will have the right from time to time to increase the size or add certain incremental revolving or term loan facilities (the “Incremental Facilities”) in minimum amounts of $10,000,000 and in integral multiples of $5,000,000 in excess thereof. The aggregate principal amount of all such Incremental Facilities may not exceed an amount equal to the sum of (i) $225 million plus (ii) an additional amount, so long as, after giving effect to the incurrence of such additional amount, the pro forma senior secured leverage ratio does not exceed 3.75 to 1.
Interest Rate
Borrowings under the Credit Facilities will bear interest at a rate per annum equal to, at the option of MFS, (i) LIBOR plus the applicable margin of approximately 4.75% for term loans subject to a 1.00% LIBOR floor and 1.50% - 2.75% for revolving loans, based on consolidated total leverage, or (ii) an alternate base rate plus the applicable margin, which will be 1.00% lower than for LIBOR loans.
Maturity and Amortization
The loans and commitments under the Revolving Facility mature or terminate on March 3, 2021. The loans and commitments under the Term Loan Facility will mature or terminate on March 3, 2023 and will require quarterly principal payments at a rate of 0.25% of the original principal balance beginning with the fiscal quarter ending September 30, 2016.
 
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Mandatory Prepayments
Mandatory prepayments on the Term Loan Facility are required, subject to customary exceptions, (i) from the receipt of net cash proceeds by MFS or any of its restricted subsidiaries from certain asset dispositions and casualty events, in each case, to the extent such proceeds are not reinvested or committed to be reinvested in assets useful in the business of MFS or any of its subsidiaries within twelve months of the date of such disposition or casualty event, (ii) following the receipt of net cash proceeds from the issuance or incurrence of additional debt of MFS or any of its subsidiaries and (iii) in an amount equal to 50% of excess cash flow of MFS and its subsidiaries with step-downs to 25% if the senior secured leverage ratio is less than or equal to 4.50 to 1 but greater than 4.00 to 1, and to 0% if the senior secured leverage ratio is less than or equal to 4.00 to 1.
Guarantees and Security
Obligations of MFS under the Credit Facilities are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries (but excluding (i) unrestricted subsidiaries, (ii) immaterial subsidiaries, and (iii) special purpose securitization vehicles).
There is a first priority perfected lien on substantially all of the assets and property of MFS and guarantors and proceeds therefrom excluding certain excluded assets. The liens securing the obligations of MFS under the Revolving Facility and the Term Loan Facility will be pari passu.
Certain Covenants and Events of Default
The 2016 Credit Agreement contains customary financial covenants including (a) a maximum consolidated total leverage ratio of 6.25 to 1, with step-downs of 0.25 each fiscal quarter beginning with the fiscal quarter ending September 30, 2016 until the ratio reaches 4.00 to 1 in the fiscal quarter ending September 30, 2018 , and (b) a minimum consolidated interest coverage ratio of 2.00 to 1, with increases of 0.25 every other fiscal quarter beginning with the fiscal quarter ending September 30, 2016 until the ratio reaches 3.00 to 1 in the fiscal quarter ending December 30, 2017. Only lenders holding at least a majority of the Revolving Facility have the ability to amend the financial covenants, waive a breach of the financial covenants or accelerate the Revolving Facility upon a breach of the financial covenants, and a breach of the financial covenants will not constitute an event of default with respect to the Term Loan Facility or trigger a cross-default under the Term Loan Facility until the date on which the Revolving Facility has been accelerated and terminated.
In addition, the 2016 Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of our other restricted subsidiaries to:
 
 	•	 	incur additional indebtedness;	
 
 	•	 	pay dividends and other distributions;	
 
 	•	 	make investments, loans and advances;	
 
 	•	 	engage in transactions with our affiliates;	
 
 	•	 	sell assets or otherwise dispose of property or assets;	
 
 	•	 	alter the business we conduct;	
 
 	•	 	merge and engage in other fundamental changes; and	
 
 	•	 	incur liens.	
The 2016 Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default.
 
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The foregoing description of the Credit Facilities and the 2016 Credit Agreement is qualified in its entirety by reference to the 2016 Credit Agreement, which is (1) filed as an exhibit to the registration statement that includes this prospectus, and (2) incorporated into this prospectus by reference.
Senior Notes
In connection with the Spin-Off, MFS issued $425 million in aggregate principal amount of 9.500% senior notes due 2024 (the “Senior Notes”) under an indenture with Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Senior Notes were sold to qualified institutional buyers pursuant to Rule 144A (and outside the United States in reliance on Regulation S) under the Securities Act.
The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of MFS’ domestic restricted subsidiaries that is a borrower or guarantor under the Credit Facilities. The Senior Notes and the subsidiary guarantees will be unsecured, senior obligations.
The notes are redeemable, at our option, in whole or in part from time to time, at any time prior to February 15, 2019 upon not less than 30 nor more than 60 days’ written notice, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued but unpaid interest to the date of redemption.
In addition, we may redeem the notes at our option, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on February 15 of the year set forth below:

Year	  	Percentage	 	
2019	  	 	107.1	% 	
2020	  	 	104.8	% 	
2021	  	 	102.4	% 	
2022 and thereafter	  	 	100.0	% 	
In addition, we must pay accrued and unpaid interest on the notes redeemed to the redemption date.
MFS is generally required to offer to repurchase all of the outstanding Senior Notes upon the occurrence of certain specific change of control events at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase.
The Indenture provides for customary events of default. Generally, if an event of default occurs (subject to certain exceptions), the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately.
The Indenture also limits, among other things, our ability and the ability of our restricted subsidiaries to engage in certain activities, including: incurring additional indebtedness or issue certain preferred stock; paying dividends or making certain other restricted payments or permitting our restricted subsidiaries to do the same; incurring liens; entering into certain types of transactions with our affiliates; and consolidating or merging with or into other companies. If, in the future, the Senior Notes have investment grade credit ratings and no default or event of default exists under the Indenture, certain of these covenants will no longer apply to the Senior Notes for so long as the Senior Notes are rated investment grade. These and other covenants that are contained in the Indenture are subject to important exceptions and qualifications.
The foregoing description of the Senior Notes and the indenture is qualified in its entirety by reference to the indenture governing the notes, which is (1) filed as an exhibit to the registration statement that includes this prospectus, and (2) incorporated herein by reference.
 
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Off-balance sheet arrangements
Our disclosures concerning transactions, arrangements and other relationships with uncombined entities or other persons that are reasonably likely to materially affect liquidity or the availability of or requirements for capital resources are as follows:
 
 	•	 	We have disclosed our accounts receivable securitization arrangement in Note 11, “Accounts Receivable Securitization,” to our audited combined financial statements included elsewhere in this prospectus.	
 
 	•	 	We lease various assets under operating leases. The future estimated payments under these arrangements are disclosed in Note 20, “Leases,” to our audited combined financial statements included elsewhere in this prospectus.	
On March 3, 2016, we entered into a new $110.0 million accounts receivable securitization program (the “2016 Securitization Facility”) with Wells Fargo Bank, National Association, as purchaser and agent, whereby we will sell certain of our domestic trade accounts receivable to a wholly-owned, bankruptcy-remote special purpose subsidiary and certain of our non-U.S. trade accounts receivable to a wholly-owned, bankruptcy-remote, foreign special purpose entity, which entities, in turn, will sell, convey, transfer and assign to a third-party financial institution (a “Purchaser”), all of the right, title and interest in and to their pool of receivables to the Purchaser. The Purchaser will receive ownership of the pools of receivables. The Company, along with certain of its subsidiaries, act as servicers of the receivables and as such administer, collect and otherwise enforce the receivables. The servicers will be compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. As servicers, they will initially receive payments made by obligors on the receivables but will be required to remit those payments in accordance with a receivables purchase agreement. The Purchaser will have no recourse for uncollectible receivables. The securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the Company to meet specified financial tests, which include a consolidated interest coverage ratio and a consolidated total leverage ratio that are the same as the covenant ratios required per the 2016 Credit Agreement. The foregoing description of the 2016 Securitization Facility is not complete, and is qualified in its entirety by reference to that certain Sixth Amended and Restated Receivables Purchase Agreement, dated March 3, 2016, by and among Manitowoc Cayman Islands Funding LTD., as seller, MFS and certain of its subsidiaries, as servicers, and Wells Fargo Bank, N.A., as purchaser and as agent, which is filed as an exhibit to the registration statement that includes this prospectus and is incorporated herein by reference.
Contractual obligations The following table summarizes our significant contractual obligations as of December 31, 2015 and is in addition to the debt we have incurred in connection with the Spin-Off:

(in millions)	  	Total	 	  	2016	 	  	2017	 	  	2018	 	  	2019	 	  	2020	 	  	Thereafter	 	
Capital leases	  	$	2.7	  	  	$	0.4	  	  	$	0.4	  	  	$	0.5	  	  	$	0.6	  	  	$	0.3	  	  	$	0.5	  	
Operating leases	  	 	42.2	  	  	 	14.2	  	  	 	10.1	  	  	 	7.6	  	  	 	5.6	  	  	 	3.8	  	  	 	0.9	  	
Purchase orders	  	 	56.0	  	  	 	55.9	  	  	 	0.1	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
Interest obligations	  	 	0.3	  	  	 	0.1	  	  	 	0.1	  	  	 	0.1	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total obligations	  	$	101.2	  	  	$	70.6	  	  	$	10.7	  	  	$	8.2	  	  	$	6.2	  	  	$	4.1	  	  	$	1.4	  	

•	 	We incurred long-term debt in connection with the Spin-Off. See “—Description of Material Indebtedness” for more information.	
 
 	•	 	Unrecognized tax benefits totaling $16.6 million as of December 31, 2015, excluding related interests and penalties, are not included in the table because the timing of their resolution cannot be estimated. See Note 12, “Income Taxes,” to our audited combined financial statements included elsewhere in this prospectus for disclosures surrounding uncertain income tax positions under Accounting Standards Codification Topic 740.	
 
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We maintain defined benefit pension plans for some of our operations in the United States, Europe and Asia. Additionally, certain of our employees participated in a pension plan sponsored by MTW, which is accounted for as a multiemployer plan. As of March 4, 2016, MFS holds its own Defined Benefit Plan and no longer participates in the MTW Defined Benefit Plan. MFS has established a Retirement Plan Committee to manage the operations and administration of all benefit plans and related trusts. The composition of the MFS plan is substantially the same as the former MTW plan.
In 2015, cash contributions by us to all pension plans, including the multiemployer plan, were $3.3 million, and we estimate that our pension plan contributions will be approximately $6.7 million in 2016 comprised of $3.2 million for the MFS plan and $3.5 million for the former MTW plan.
Please refer to Note 16, “Contingencies and Significant Estimates,” to our audited combined financial statements included elsewhere in this prospectus, where we have disclosed our environmental, health, safety, contingencies and other matters.
Non-GAAP financial measures
In addition to analyzing our results on a GAAP basis, management also reviews our results on an “EBITA” and “EBITDA” basis. EBITA is defined as earnings before interest, taxes and amortization and EBITDA is EBITA adjusted for depreciation. Management uses EBITA and EBITDA as the basis on which it evaluates our financial performance and makes resource allocation and other operating decisions. Management considers it important that investors review the same operating information that it uses.
In addition, the table below also presents Adjusted EBITDA which is defined as earnings before interest, taxes, depreciation and amortization plus certain items such as certain restructuring charges and non-cash period charges attributable to equity awards (in each case as provided in the definition of “Consolidated EBIT”) under our 2016 Credit Agreement’s definitions. We believe that Adjusted EBITDA is useful to the reader of our financial information in order to understand the basis for our debt covenant calculations.
Our non-GAAP financial measures should not be considered as alternatives to our GAAP net earnings or cash flow from operations, or as indicative of liquidity or the cash available to fund operations. Our non-GAAP measures may not be comparable to similarly titled measures used by other companies.
 
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A reconciliation of net earnings on a U.S. GAAP basis to EBITDA and Adjusted EBITDA is as follows:

 	  	Year Ended	 	
(in millions)	  	December 31,
2015	 	 	December 31,
2014	 	 	December 31,
2013	 	
Free cash flow	  				 				 				
Net cash provided by operating activities	  	$	143.0	  	 	$	200.2	  	 	$	201.9	  	
Net capital expenditures	  	 	(13.2	) 	 	 	(25.3	) 	 	 	(33.6	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow	  	$	129.8	  	 	$	174.9	  	 	$	168.3	  	

Earnings before interest, taxes, and depreciation and amortization	  				 				 				
Net earnings	  	$	157.1	  	 	$	159.8	  	 	$	146.1	  	
Income taxes	  	 	39.3	  	 	 	25.9	  	 	 	55.3	  	
Interest (income)	  	 	(15.8	) 	 	 	(16.6	) 	 	 	(17.2	) 	
Interest expense	  	 	1.4	  	 	 	1.3	  	 	 	1.0	  	
Amortization expense	  	 	31.4	  	 	 	31.8	  	 	 	31.4	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest, taxes, and amortization (EBITA)	  	$	213.4	  	 	$	202.2	  	 	$	216.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Depreciation expense	  	 	19.6	  	 	 	21.2	  	 	 	20.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest, taxes, and depreciation and amortization (EBITDA)	  	$	233.0	  	 	$	223.4	  	 	$	236.6	  	

Adjusted earnings before interest, taxes, depreciation and amortization	  				 				 				
Net earnings	  	$	157.1	  	 	$	159.8	  	 	$	146.1	  	
(Gain) loss from and on sale of discontinued operations	  	 	(0.1	) 	 	 	1.5	  	 	 	3.2	  	
Depreciation and amortization	  	 	51.0	  	 	 	53.0	  	 	 	51.4	  	
Restructuring and separation expense	  	 	8.9	  	 	 	2.6	  	 	 	2.9	  	
Income taxes	  	 	39.3	  	 	 	25.9	  	 	 	55.3	  	
Pension and postretirement	  	 	2.7	  	 	 	2.4	  	 	 	2.5	  	
Stock-based compensation	  	 	2.3	  	 	 	2.4	  	 	 	3.5	  	
Allocated corporate stock-based compensation and pension and postretirement	  	 	6.4	  	 	 	5.4	  	 	 	5.1	  	
Interest (income)	  	 	(15.8	) 	 	 	(16.6	) 	 	 	(17.2	) 	
Interest expense	  	 	1.4	  	 	 	1.3	  	 	 	1.0	  	
Other	  	 	(8.5	) 	 	 	1.7	  	 	 	(0.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Adjusted earnings before interest, taxes, and depreciation and amortization (Adjusted EBITDA)	  	$	244.7	  	 	$	239.4	  	 	$	253.4	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Critical accounting policies and estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and assumptions in certain circumstances that affect amounts reported in our combined financial statements and related footnotes included elsewhere in this prospectus. In preparing these combined financial statements, we have made our best estimates and judgments of certain amounts included in the combined financial statements giving due consideration to materiality. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. Although we have listed a number of accounting policies below which we believe to be most critical, we also believe that all of our accounting policies are important to the reader. Therefore, please refer also to the Notes to our audited combined financial statements included elsewhere in this prospectus for a more detailed description of these and other accounting policies of MFS.
Basis of Presentation - The combined financial statements include the accounts of MFS and its subsidiaries as well as entities which were not previously subsidiaries but will form part of MFS. The initial accounts of MFS are based on the segmental accounts of the Foodservice segment within MTW’s consolidated accounts. The
 
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combined accounts also include the costs associated with shared functions, primarily corporate functions such as tax, treasury, internal audit, corporate accounting, reporting and controls, information technology, investor relations, human resources and legal. MTW has historically only allocated a portion of the costs associated with these shared functions to the segments, but not on a fully allocated basis. See “—Corporate Expense Allocations” for details of the allocations.
The combined financial statements are prepared on a standalone basis and reflect the historical results of operations, financial condition and cash flows of MFS in accordance with U.S. GAAP. The combined financial statements are presented as if MFS had been carved out of MTW for all periods presented. All significant transactions within MFS have been eliminated.
Corporate Expense Allocations - The combined financial statements include expense allocations for (1) corporate support functions that were provided on a centralized basis at MTW enterprise level including, but not limited to, finance, audit, legal, information technology, human resources, tax, treasury, investor relations, and external reporting; (2) share-based compensation; (3) employee compensation, pension and benefit costs; and (4) securitization financing costs. These expenses were allocated to MFS based on direct usage or direct identification where applicable, and where not applicable, such costs were allocated primarily based on net sales, headcount or based on existing allocation methods, specifically for those costs which have been previously partially allocated to MFS. Debt obligations of MTW, specifically those that relate to the enterprise senior notes, term loans and revolving credit facilities, have not been allocated to MFS as it was not an obligor nor a party to the obligations between MTW and the debt holders. Corresponding financing costs related to these debt obligations likewise were not allocated to MFS as it did not participate in these enterprise financing activities. See Note 23, “Net Parent Company Investment and Related Party Transactions,” to our audited combined financial statements included elsewhere in this prospectus for additional discussions on expense allocations.
Management believes that the assumptions underlying the combined financial statements, including the assumptions regarding allocated expenses reasonably reflect the use of services provided to or the benefit received by MFS during the periods presented. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred by MFS and may not reflect our financial condition, results of operations and cash flows had we been a standalone Company during the periods presented. Actual expenses that would have been incurred if MFS had been a standalone Company would depend on several factors, including but not limited to the standalone organizational structure and certain operational and strategic decisions in various areas like corporate infrastructure.
Revenue Recognition - Revenue is generally recognized and earned when all the following criteria are satisfied with regard to a specific transaction: persuasive evidence of an arrangement exists, the price is fixed and determinable, collectability of cash is reasonably assured, and delivery has occurred or services have been rendered.
Allowance for Doubtful Accounts - Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. Our estimate for the allowance for doubtful accounts related to trade receivables includes evaluation of specific accounts where we have information that the customer may have an inability to meet its financial obligations together with a general provision for unknown but existing doubtful accounts based on historical experience, which are subject to change if experience improves or deteriorates.
Inventories and Related Reserve for Obsolete and Excess Inventory - Inventories are valued at the lower of cost or market using both the first-in, first-out (FIFO) method and the last-in, first-out (LIFO) method and are reduced by a reserve for excess and obsolete inventories. The estimated reserve is based upon specific identification of excess or obsolete inventories based on historical usage, estimated future usage, sales requiring the inventory, and on historical write-off experience and are subject to change if experience improves or deteriorates.
Goodwill, Other Intangible Assets and Other Long-Lived Assets - We account for goodwill and other intangible assets under the guidance of Accounting Standards Codification (“ASC”) Subtopic 350-10, “Intangibles - Goodwill and Other.” Under ASC Subtopic 350-10, goodwill is not amortized; however, we perform an annual impairment review at
 
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June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. We perform impairment reviews for our reporting units, which we have determined to be: Americas, EMEA, and APAC. To perform our impairment review, we use a fair-value method, primarily the income approach, based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. Goodwill and other intangible assets are then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.
We will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted. Deterioration in the market or actual results as compared with our projections may ultimately result in a future impairment. In the event we determine that assets are impaired in the future, we would need to recognize a non-cash impairment charge, which could have a material adverse effect on our combined balance sheet and results of operations.
We also review long-lived assets for impairment whenever events or changes in circumstances indicate that the assets carrying amount may not be recoverable. We conduct our long-lived asset impairment analyses in accordance with ASC Subtopic 360-10-5, “Property, Plant, and Equipment.” ASC Subtopic 360-10-5 requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and to evaluate the asset group against the sum of the undiscounted future cash flows.
Other intangible assets with definite lives continue to be amortized over their estimated useful lives. Indefinite and definite lived intangible assets are also subject to impairment testing. Indefinite lived assets are tested annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. Definite lived intangible assets are tested whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. A considerable amount of management judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of the assets. While we believe our judgments and assumptions were reasonable, different assumptions could change the estimated fair values and, therefore, impairment charges could be required.
Employee Benefit Plans - We provide a range of benefits to our employees and retired employees, including pensions and postretirement health care coverage. Plan assets and obligations are recorded annually based on the Company’s measurement date utilizing various actuarial assumptions such as discount rates, expected return on plan assets, compensation increases, retirement and mortality rates, and health care cost trend rates as of that date. The approach we use to determine the annual assumptions are as follows:
 
 	•	 	Discount Rate - Our discount rate assumptions are based on the interest rate of noncallable high-quality corporate bonds, with appropriate consideration of our pension plans’ participants’ demographics and benefit payment terms.	
 
 	•	 	Expected Return on Plan Assets - Our expected return on plan assets assumptions are based on our expectation of the long-term average rate of return on assets in the pension funds, which is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds.	
 
 	•	 	Compensation increase - Our compensation increase assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation.	
 
 	•	 	Retirement and Mortality Rates - Our retirement and mortality rate assumptions are based primarily on actual plan experience and mortality tables.	
 
 	•	 	Health Care Cost Trend Rates - Our health care cost trend rate assumptions are developed based on historical cost data, near-term outlook and an assessment of likely long-term trends.	
 
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Measurements of net periodic benefit cost are based on the assumptions used for the previous year-end measurements of assets and obligations. We review our actuarial assumptions on an annual basis and make modifications to the assumptions when appropriate. As required by U.S. GAAP, the effects of the modifications are recorded currently or amortized over future periods. We have developed the assumptions with the assistance of our independent actuaries and other relevant sources, and we believe that the assumptions used are reasonable; however, changes in these assumptions could impact our financial condition, results of operations or cash flows. Refer to Note 19, “Employee Benefit Plans,” to our audited combined financial statements included elsewhere in this prospectus for a summary of the impact of a 0.5% change in the discount rate and rate of return on plan assets and a 1% change on health care trend rates would have on our financial statements.
Product Liability - We are subject in the normal course of business to product liability lawsuits. To the extent permitted under applicable laws, our exposure to losses from these lawsuits is mitigated by insurance with self-insurance retention limits. We record product liability reserves for our self-insured portion of any pending or threatened product liability actions. Our reserve is based upon two estimates. First, we track the population of all outstanding pending and threatened product liability cases to determine an appropriate case reserve for each based upon our best judgment and the advice of legal counsel. These estimates are continually evaluated and adjusted based upon changes to the facts and circumstances surrounding the case. Second, we determine the amount of additional reserve required to cover incurred but not reported product liability issues and to account for possible adverse development of the established case reserves (collectively referred to as “IBNR”). This analysis is performed at least twice annually. We have established a position within the actuarially determined range, which we believe is the best estimate of the IBNR liability.
Income Taxes - We account for income taxes under the guidance of ASC Subtopic 740-10, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We record a valuation allowance that represents a reserve on deferred tax assets for which utilization is not more likely than not. Management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets. We do not currently provide for additional U.S. and foreign income taxes which would become payable upon repatriation of undistributed earnings of foreign subsidiaries.
We measure and record income tax contingency accruals under the guidance of ASC Subtopic 740-10. We recognize liabilities for uncertain income tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. These reevaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, successfully settled issues under audit, expirations due to statutes, and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the tax accrual.
Stock-Based Compensation - The computation of the expense associated with stock-based compensation requires the use of certain valuation models and based on projected achievement of underlying performance criteria for performance shares. We currently use a Black-Scholes option pricing model to calculate the fair value of our stock options and Monte Carlo analysis to calculate the total shareholder return portion of performance shares. The Black-Scholes and Monte Carlo models require assumptions regarding the volatility of the Company’s stock, the expected life of the stock award and the Company’s dividend ratio. We primarily use historical data to determine the assumptions to be used in the Black-Scholes model and have no reason to believe
 
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that future data is likely to differ materially from historical data. However, changes in the assumptions to reflect future stock price volatility, future dividend payments and future stock award exercise experience could result in a change in the assumptions used to value awards in the future and may result in a material change to the fair value calculation of stock-based awards.
Warranties - In the normal course of business, we provide our customers warranties covering workmanship, and in some cases materials, on products manufactured by us. Such warranties generally provide that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer-term warranties. If a product fails to comply with our warranty, we may be obligated, at our expense, to correct any defect by repairing or replacing such defective product. We provide for an estimate of costs that may be incurred under our warranty at the time product revenue is recognized based on historical warranty experience for the related product or estimates of projected losses due to specific warranty issues on new products. These costs primarily include labor and materials, as necessary, associated with repair or replacement. The primary factors that affect our warranty liability include the number of shipped units and historical and anticipated rates or warranty claims. As these factors are impacted by actual experience and future expectations, we assess the adequacy of our recorded warranty liability and adjust the amounts as necessary.
Restructuring Charges - Restructuring charges for exit and disposal activities are recognized when the liability is incurred. The Company accounts for restructuring charges under the guidance of ASC Subtopic 420-10, “Exit or Disposal Cost Obligations.” The liability for the restructuring charge associated with an exit or disposal activity is measured initially at its fair value.
Recent Accounting Changes and Pronouncements
On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. ASU 2016-02 requires a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and provides certain practical expedients that companies may elect. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effects that the adoption of ASU 2016-02 will have on our consolidated financial statements.
In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.” This update provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is evaluating the impact, if any, the adoption of this ASU will have on the Company’s consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes (Subtopic 740-10).” ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the requirement for companies to present deferred tax liabilities and assets as current and non-current on the balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. This guidance is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We early adopted this ASU on a prospective basis as of December 31, 2015. Prior periods were not retrospectively adjusted.
In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments.” The amendments in this ASU require that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, rather than as retrospective
 
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adjustments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We believe the adoption of this ASU will not have a material impact on our consolidated financial statements.
In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” This ASU clarifies the guidance related to accounting for debt issuance costs related to line-of-credit arrangements. In April 2015, the FASB issued ASU 2015-03 which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability; see further discussion of ASU 2015-03 below. The guidance in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU will be effective beginning in the interim period ended March 31, 2016 and will not affect the prior periods presented.
In July 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” This update changes the guidance on accounting for inventory accounted for on a first-in first-out basis (FIFO). Under the revised standard, an entity should measure FIFO inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured on a last-in, first-out basis (LIFO). The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. We believe the adoption of this ASU will not have a material impact on our consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides guidance on accounting for a software license in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. Further, all software licenses are within the scope of ASC Subtopic 350-40 and will be accounted for consistent with other licenses of intangible assets. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. We believe the adoption of this ASU will not have a material impact on our consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” To simplify the presentation of debt issuance costs, this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred asset. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early application permitted. This ASU will be effective beginning in the interim period ended March 31, 2016 and will not affect the prior periods presented.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 820)-Amendments to the Consolidation Analysis.” This update amends the current consolidation guidance for both the variable interest entity (VIE) and voting interest entity (VOE) consolidation models. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. We believe the adoption of this ASU will not have a material impact on our consolidated financial statements.
 
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In January 2015, the FASB issued ASU No. 2015-01, “Income Statement-Extraordinary and Unusual Items.” This update eliminates from GAAP the concept of extraordinary items. ASU 2015-01 is effective for the first interim period within fiscal years beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. We believe the adoption of this ASU will not have a material impact on our consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern.” This update provided guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective in the first annual period ending after December 15, 2016, with early adoption permitted. We believe the adoption of this ASU will not have a material impact on our consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This update provided a principles-based approach to revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides a five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The revenue standard is effective for the first interim period within fiscal years beginning after December 15, 2017 (as finalized by the FASB in August 2015 in ASU 2015-14), and can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of initial application along with additional disclosures. Early adoption is permitted as of the original effective date-the first interim period within fiscal years beginning after December 15, 2016. We are evaluating the impact, if any, the adoption of this ASU will have on our consolidated financial statements.
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU changes the requirements for reporting discontinued operations in ASC Subtopic 205-20, and now requires a disposal of a component of an entity or a group of components of an entity to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. There will also be additional disclosures required. The amendments in this ASU are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2014. The significance of this guidance for us is dependent on any future disposals.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
We are exposed to market risks from changes in commodities and changes in foreign currency exchange rates. To reduce these risks, we selectively use derivative financial instruments and other proactive management techniques. We have policies and procedures that place financial instruments under the direction of corporate finance and restrict all derivative transactions to those intended for hedging purposes only. The use of financial instruments for trading purposes or speculation is strictly prohibited.
For a more detailed discussion of our accounting policies and the financial instruments that we use, please refer to Note 2, “Summary of Significant Accounting Policies,” and Note 6, “Derivative Financial Instruments,” to our audited combined financial statements, included elsewhere in this prospectus.
 
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Commodity Price Risk
We are exposed to fluctuating market prices for commodities, including steel, nickel, copper, aluminum, and natural gas. We have established programs to manage the negotiations of commodity prices. In addition to the regular negotiations of material prices with certain vendors, our customer contracts generally provide that we may recover increases in the cost of our commodity inputs by increasing our prices with at least 60-days advance notice. We also routinely enter into certain commodity hedges that fix the price of certain of our key commodities utilized in the production of our product offerings. Commodities that are hedged include copper, aluminum, certain steel inputs and natural gas. At December 31, 2015, $0.8 million of unrealized losses due to commodity hedging positions remain deferred in accumulated other comprehensive income and will be realized as a component of cost of sales over the next 12 months. As of December 31, 2015, we had open commodity derivatives that qualify for hedge accounting with aggregate notional values of 1,215 metric tons of aluminum, 472 metric tons of copper, 49,396 million BTU of natural gas, and 11,073 short tons of steel, and no open commodity derivatives that did not qualify for hedge accounting. See Note 6, “Derivative Financial Instruments,” to our audited combined financial statements, included elsewhere in this prospectus.
Historically, we have not experienced material reductions in our margins as a result of increases in commodity prices. However, to the extent that our hedging is not successful in fixing commodity prices that are favorable in comparison to market prices at the time of purchase and we cannot or do not pass along increased commodity prices to our customers, we would experience a negative impact on our profit margins.
Currency Price Risk
We have manufacturing, sales and distribution facilities around the world and thus make investments and enter into transactions denominated in various foreign currencies. Non-U.S. sales were approximately 32% of our total sales for 2015, with the largest percentage (15%) being sales into various European countries.
Regarding transactional foreign exchange risk, we enter into limited forward exchange contracts to 1) reduce the impact of changes in foreign currency rates between a budgeted rate and the rate realized at the time we recognize a particular purchase or sale transaction and 2) reduce the earnings and cash flow impact on nonfunctional currency denominated receivables and payables. Gains and losses resulting from hedging instruments either impact our combined statements of operations in the period of the underlying purchase or sale transaction, or offset the foreign exchange gains and losses on the underlying receivables and payables being hedged. The maturities of these forward exchange contracts coincide with either the underlying transaction date or the settlement date of the related cash inflow or outflow. The hedges of anticipated transactions are designated as cash flow hedges under the guidance of Accounting Standards Codification (“ASC”) Subtopic 815-10, “Derivatives and Hedging.” At December 31, 2015, we had outstanding forward exchange contracts hedging anticipated transactions and future settlements of outstanding accounts receivable and accounts payable with a market value of a $0.1 million of unrealized losses. A 10% appreciation or depreciation of the underlying functional currency at December 31, 2015 for non-designated hedges of foreign exchange contracts would not have a significant impact on our combined statements of operations as any gains or losses under the foreign exchange contracts hedging accounts receivable or payable balances would be offset by equal gains or losses on the underlying receivables or payables. A 10% appreciation or depreciation of the underlying functional currency at December 31, 2015 for foreign exchange contracts designated as cash flow hedges could have an impact of approximately $0.3 million on the date of settlement.
Amounts invested in non-U.S. based subsidiaries are translated into U.S. dollars at the exchange rate in effect at year-end. Results of operations are translated into U.S. dollars at an average exchange rate for the period. The resulting translation adjustments are recorded in stockholders’ equity as cumulative translation adjustments. The translation adjustment recorded in accumulated other comprehensive loss at December 31, 2015 was a loss of $7.9 million.
 
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 THE EXCHANGE OFFER
Purpose and Effect; Registration Rights
We issued and sold the original notes on February 18, 2016 in transactions exempt from the registration requirements of the Securities Act. Therefore, the original notes are subject to significant restrictions on resale. In connection with the issuance of the original notes, we entered into a registration rights agreement, which required that we and the subsidiary guarantors:
 
 	•	 	use our commercially reasonable efforts to file with the SEC a registration statement under the Securities Act within 180 days following February 18, 2016, the date that the original notes were issued; and	
 
 	•	 	use our commercially reasonable efforts to cause the registration statement to be declared effective by the SEC no later than 365 days following February 18, 2016, the date that the original notes were issued.	
If you participate in the exchange offer, then you will, with limited exceptions, receive new notes that are freely tradable and not subject to restrictions on transfer. You should read this prospectus under the heading “—Resales of New Notes” for more information relating to your ability to transfer new notes.
If you are eligible to participate in the exchange offer and do not tender your original notes, then you will continue to hold the untendered original notes, which will continue to be subject to restrictions on transfer under the Securities Act.
The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete. You are encouraged to read the full text of the registration rights agreement, which has been filed as an exhibit to the registration statement that includes this prospectus.
Terms of the Exchange Offer
We are offering to exchange $425,000,000 aggregate principal amount of our 9.500% Senior Notes due 2024, the issuance of which has been registered under the Securities Act, for a like principal amount of our outstanding 9.500% Senior Notes due 2024, which were issued and resold pursuant to exemptions under the Securities Act.
Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all original notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue new notes in exchange for a like principal amount and like denomination of original notes. You may tender some or all of your original notes under the exchange offer. However, the original notes are issuable in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof. Accordingly, original notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange offer is not conditioned upon any minimum amount of original notes being tendered.
The new notes and the original notes are substantially identical, except that:
 
 	•	 	the new notes will be issued in a transaction that will have been registered under the Securities Act;	
 
 	•	 	the new notes will not contain securities law restrictions on transfer; and	
 
 	•	 	the new notes will not provide for registration rights or the payment of additional interest under circumstances relating to the timing of the exchange offer.	
 
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The new notes will evidence the same debt as the original notes and will be issued under, and be entitled to the benefits of, the indenture governing the original notes.
The new notes will accrue interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. Accordingly, registered holders of new notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the original notes on that record date.
In connection with the exchange offer, you do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law or the indenture governing the new notes. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. The exchange offer is not being made to, nor will we accept tenders for exchange from, any holder of the original notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of the jurisdiction.
We will be deemed to have accepted validly tendered original notes when we have given written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.
If we do not accept any tendered original notes because of an invalid tender or for any other reason, then we will return certificates for any unaccepted original notes without expense to the tendering holder as promptly as practicable after the expiration date.
Expiration Date; Amendments
The exchange offer will expire at 5:00 p.m., New York City time, on              , 2016, unless we, in our sole discretion, extend the exchange offer.
If we determine to extend the exchange offer, then we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.
We reserve the right, in our sole discretion, to delay accepting any original notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under “—Conditions” have not been satisfied or waived by giving written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. We will also file a post-effective amendment to the registration statement of which this prospectus is a part with respect to any fundamental change in the exchange offer.
Procedures for Tendering Original Notes
Any tender of original notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. A holder who wishes to tender original notes in the exchange offer must do either of the following:
 
 	•	 	properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal	
 
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 	so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under “—Exchange Agent” on or before the expiration date; or	
 
 	•	 	if the original notes are tendered under the book-entry transfer procedures described below, transmit to the exchange agent, on or before the expiration date, an agent’s message.	
In addition, one of the following must occur:
 
 	•	 	the exchange agent must receive certificates representing your original notes along with the letter of transmittal on or before the expiration date, or	
 
 	•	 	the exchange agent must receive a timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at DTC, under the procedure for book-entry transfers described below along with the letter of transmittal or a properly transmitted agent’s message, on or before the expiration date; or	
 
 	•	 	the holder must comply with the guaranteed delivery procedures described below.	
The term “agent’s message” means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering DTC participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant.
The method of delivery of original notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or original notes to us.
Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the original notes are tendered:
 
 	•	 	by a registered holder of the original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or	
 
 	•	 	for the account of an eligible institution.	
If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution” including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association.
If the letter of transmittal is signed by a person other than the registered holder of any outstanding original notes, the original notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the original notes and an eligible institution must guarantee the signature on the power of attorney.
If the letter of transmittal, or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.
 
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If you wish to tender original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering original notes, either register ownership of the original notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of original notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of original notes not properly tendered or original notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular original notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your original notes.
By tendering, you will represent to us that:
 
 	•	 	any new notes that the holder receives will be acquired in the ordinary course of its business;	
 
 	•	 	the holder has no arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the Securities Act) of the new notes;	
 
 	•	 	if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution (within the meaning of the Securities Act) of the new notes;	
 
 	•	 	if the holder is a broker-dealer, that the holder’s original notes were acquired as a result of market making activities or other trading activities;	
 
 	•	 	the holder is not our “affiliate,” as defined in Rule 405 of the Securities Act, or, if the holder is our affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and	
 
 	•	 	the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.	
If any holder or any such other person is our “affiliate,” or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the new notes to be acquired in the exchange offer, then that holder or any such other person:
 
 	•	 	may not rely on the applicable interpretations of the staff of the SEC;	
 
 	•	 	is not entitled and will not be permitted to tender original notes in the exchange offer; and	
 
 	•	 	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.	
Each broker-dealer who acquired its original notes as a result of market making activities or other trading activities and thereafter receives new notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.
Any broker-dealer that acquired original notes directly from us may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and delivery requirements of the Securities Act (including being named as a selling security holder) in connection with any resales of the original notes or the new notes.
 
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Acceptance of Original Notes for Exchange; Delivery of New Notes
Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue the new notes promptly after acceptance of the original notes.
For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when we have given written notice of that acceptance to the exchange agent. For each original note accepted for exchange, you will receive a new note having a principal amount equal to that of the surrendered original note.
In all cases, we will issue new notes for original notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:
 
 	•	 	certificates for your original notes or a timely confirmation of book-entry transfer of your original notes into the exchange agent’s account at DTC; and	
 
 	•	 	a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.	
If we do not accept any tendered original notes for any reason set forth in the terms of the exchange offer or if you submit original notes for a greater principal amount than you desire to exchange, we will return the unaccepted or non-exchanged original notes without expense to you. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC under the book-entry procedures described below, we will credit the non-exchanged original notes to your account maintained with DTC.
Book-Entry Transfer
We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the original notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC’s system may make book-entry delivery of original notes by causing DTC to transfer the original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of original notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent’s message instead of a letter of transmittal, and all other required documents at its address listed below under “—Exchange Agent” on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures.
Guaranteed Delivery Procedures
If you wish to tender your original notes and your original notes are not immediately available, or you cannot deliver your original notes, the letter of transmittal or any other required documents or comply with DTC’s procedures for transfer before the expiration date, then you may participate in the exchange offer if:
 
 	•	 	the tender is made through an eligible institution;	
 
 	•	 	before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:	
 
 	•	 	the name and address of the holder and the principal amount of original notes tendered,	
 
 	•	 	a statement that the tender is being made thereby, and	
 
 	•	 	a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the original notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and	
 
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 	•	 	the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered original notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.	
Withdrawal Rights
You may withdraw your tender of original notes at any time before the exchange offer expires.
For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under “—Exchange Agent.” The notice of withdrawal must:
 
 	•	 	specify the name of the person who tendered the original notes to be withdrawn;	
 
 	•	 	identify the original notes to be withdrawn, including the principal amount, or, in the case of original notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and	
 
 	•	 	if certificates for original notes have been transmitted, specify the name in which those original notes are registered if different from that of the withdrawing holder.	
If you have delivered or otherwise identified to the exchange agent the certificates for original notes, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible institution, unless the holder is an eligible institution.
We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any original notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC, the original notes will be credited to an account maintained with DTC for the original notes. You may retender properly withdrawn original notes by following one of the procedures described under “—Procedures for Tendering Original Notes” at any time on or before the expiration date.
Conditions
Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange new notes for, any original notes if:
 
 	•	 	the exchange offer, or the making of any exchange by a holder of original notes, would violate any applicable law or applicable interpretation by the staff of the SEC;	
 
 	•	 	any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or	
 
 	•	 	all governmental approvals have not been obtained, which approvals we deem necessary for the expiration of the exchange offer.	
The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part at any time and from time to time.
 
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We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any original notes by giving oral or written notice of an extension to their holders. During an extension, all original notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.
Exchange Agent
Wells Fargo Bank, National Association is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:
By Registered or Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402
By Regular Mail or Overnight Courier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402
In Person By Hand Only:
Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402
By Facsimile:
(For Eligible Institutions Only)
(612) 667-6282
Attention: Bondholder Communications
For Information or Confirmation by Telephone:
(800) 344-5128
Attention: Bondholder Communications
Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal.
Fees and Expenses
We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.
 
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Transfer Taxes
You will not be obligated to pay any transfer taxes, unless you instruct us to register new notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder.
Accounting Treatment
We will record the new notes at the same carrying values as the original notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss on the exchange of notes. We will amortize the expenses of the offer over the term of the new notes.
Consequences of Failure to Exchange Original Notes
If you are eligible to participate in the exchange offer but do not tender your original notes, you will not have any further registration rights, except in limited circumstances with respect to specific types of holders of original notes. Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes and in the offering circular dated February 5, 2016, relating to the original notes. Accordingly, you may resell the original notes that are not exchanged only:
 
 	•	 	to us;	
 
 	•	 	so long as the original notes are eligible for resale under Rule 144A under the Securities Act, to a person whom you reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;	
 
 	•	 	in accordance with another exemption from the registration requirements of the Securities Act; or	
 
 	•	 	under an effective registration statement under the Securities Act;	
in each case in accordance with all other applicable securities laws. We do not intend to register the issuance of the original notes under the Securities Act.
Original notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the original notes and the new notes. Holders of the new notes and any original notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture governing the new notes.
Resales of New Notes
Based on interpretations of the staff of the SEC, as set forth in no action letters to third parties, we believe that new notes issued under the exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by any original note holder without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act if:
 
 	•	 	the holder is not our “affiliate” within the meaning of Rule 405 under the Securities Act;	
 
 	•	 	the new notes are acquired in the ordinary course of the holder’s business; and	
 
 	•	 	the holder does not intend to participate in a distribution (within the meaning of the Securities Act) of the new notes.	
 
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Any holder who exchanges original notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.
This prospectus may be used for an offer to resell, resale or other retransfer of new notes. With regard to broker-dealers, only broker-dealers that acquire the original notes as a result of market making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for original notes, where the original notes were acquired by the broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please see “Plan of Distribution” for more details regarding the transfer of new notes.
 DESCRIPTION OF CERTAIN INDEBTEDNESS
The following description briefly summarizes certain provisions of the instruments governing our material indebtedness. The description is only a brief summary and does not purport to describe all of the terms of the debt instruments that may be important.
On June 30, 2016, we had $1,371.3 million of outstanding indebtedness, consisting primarily of:
 
 	•	 	a $950.0 million senior secured term loan B facility;	
 
 	•	 	$425.0 million aggregate principal amount of original notes; and	
 
 	•	 	$32.0 million outstanding under the senior secured revolving credit facility.	
In addition, we have a receivables securitization facility.
Senior Credit Facilities
MFS entered into the 2016 Credit Agreement for the Senior Secured Credit Facilities with JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, J.P. Morgan Securities LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., and Citigroup Global Markets Inc., on behalf of certain of its affiliates, as joint lead arrangers and joint bookrunners, and certain lenders, as lenders. The Revolving Facility includes (i) a $20 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $40.0 million sublimit for swingline loans on customary terms. MFS entered into security and other agreements relating to the 2016 Credit Agreement.
Incremental Facilities
MFS will have the right from time to time to increase the size or add Incremental Facilities in minimum amounts of $10,000,000 and in integral multiples of $5,000,000 in excess thereof. The aggregate principal amount of all such Incremental Facilities may not exceed an amount equal to the sum of (i) $225.0 million plus (ii) an additional amount, so long as, after giving effect to the incurrence of such additional amount, the pro forma senior secured leverage ratio does not exceed 3.75 to 1.
Interest Rate
Borrowings under the Credit Facilities will bear interest at a rate per annum equal to, at the option of MFS, (i) LIBOR plus the applicable margin of approximately 4.75% for term loans subject to a 1.00% LIBOR floor and 1.50% - 2.75% for revolving loans, based on consolidated total leverage, or (ii) an alternate base rate plus the applicable margin, which will be 1.00% lower than for LIBOR loans.
Maturity and Amortization
The loans and commitments under the Revolving Facility mature or terminate on March 3, 2021. The loans and commitments under the Term Loan Facility will mature or terminate on March 3, 2023 and will require quarterly principal payments at a rate of 0.25% of the original principal balance beginning with the fiscal quarter ending September 30, 2016.
 
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Mandatory Prepayments
Mandatory prepayments on the Term Loan Facility are required, subject to customary exceptions, (i) from the receipt of net cash proceeds by MFS or any of its restricted subsidiaries from certain asset dispositions and casualty events, in each case, to the extent such proceeds are not reinvested or committed to be reinvested in assets useful in the business of MFS or any of its subsidiaries within twelve months of the date of such disposition or casualty event, (ii) following the receipt of net cash proceeds from the issuance or incurrence of additional debt of MFS or any of its subsidiaries and (iii) in an amount equal to 50% of excess cash flow of MFS and its subsidiaries with step-downs to 25% if the senior secured leverage ratio is less than or equal to 4.50 to 1 but greater than 4.00 to 1, and to 0% if the senior secured leverage ratio is less than or equal to 4.00 to 1.
Guarantees and Security
Obligations of MFS under the Credit Facilities are jointly and severally guaranteed by certain of its existing and future direct and indirect wholly-owned U.S. subsidiaries (but excluding (i) unrestricted subsidiaries, (ii) immaterial subsidiaries, and (iii) special purpose securitization vehicles).
There is a first priority perfected lien on substantially all of the assets and property of MFS and guarantors and proceeds therefrom excluding certain excluded assets. The liens securing the obligations of MFS under the Revolving Facility and the Term Loan Facility will be pari passu.
Certain Covenants and Events of Default
The 2016 Credit Agreement contains customary financial covenants including (a) a maximum consolidated total leverage ratio of 6.25 to 1, with step-downs of 0.25 each fiscal quarter beginning with the fiscal quarter ending September 30, 2016 until the ratio reaches 4.00 to 1 in the fiscal quarter ending September 30, 2018, and (b) a minimum consolidated interest coverage ratio of 2.00 to 1, with increases of 0.25 every other fiscal quarter beginning with the fiscal quarter ending September 30, 2016 until the ratio reaches 3.00 to 1 in the fiscal quarter ending December 30, 2017. Only lenders holding at least a majority of the Revolving Facility have the ability to amend the financial covenants, waive a breach of the financial covenants or accelerate the Revolving Facility upon a breach of the financial covenants, and a breach of the financial covenants will not constitute an event of default with respect to the Term Loan Facility or trigger a cross-default under the Term Loan Facility until the date on which the Revolving Facility has been accelerated and terminated.
In addition, the 2016 Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of our other restricted subsidiaries to:
 
 	•	 	incur additional indebtedness;	
 
 	•	 	pay dividends and other distributions;	
 
 	•	 	make investments, loans and advances;	
 
 	•	 	engage in transactions with our affiliates;	
 
 	•	 	sell assets or otherwise dispose of property or assets;	
 
 	•	 	alter the business we conduct;	
 
 	•	 	merge and engage in other fundamental changes; and	
 
 	•	 	incur liens.	
The 2016 Credit Agreement also contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default.
 
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The foregoing description of the Credit Facilities and the 2016 Credit Agreement is qualified in its entirety by reference to the 2016 Credit Agreement, which is (1) filed as an exhibit to the registration statement that includes this prospectus, and (2) incorporated herein by reference.
Off-Balance Sheet Arrangements
On March 3, 2016, we entered into the 2016 Securitization Facility with Wells Fargo Bank, National Association, as purchaser and agent, whereby we will sell certain of our domestic trade accounts receivable to a wholly-owned, bankruptcy-remote special purpose subsidiary and certain of our non-U.S. trade accounts receivable to a wholly-owned, bankruptcy-remote, foreign special purpose entity, which entities, in turn, will sell, convey, transfer and assign to a Purchaser, all of the right, title and interest in and to their pool of receivables to the Purchaser. The Purchaser will receive ownership of the pools of receivables. The Company, along with certain of its subsidiaries, act as servicers of the receivables and as such administer, collect and otherwise enforce the receivables. The servicers will be compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. As servicers, they will initially receive payments made by obligors on the receivables but will be required to remit those payments in accordance with a receivables purchase agreement. The Purchaser will have no recourse for uncollectible receivables. The securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the Company to meet specified financial tests, which include a consolidated interest coverage ratio and a consolidated total leverage ratio that are the same as the covenant ratios required per the 2016 Credit Agreement. The foregoing description of the 2016 Securitization Facility is not complete, and is qualified in its entirety by reference to that certain Sixth Amended and Restated Receivables Purchase Agreement, dated March 3, 2016, by and among Manitowoc Cayman Islands Funding LTD., as seller, MFS and certain of its subsidiaries, as servicers, and Wells Fargo Bank, National Association, as purchaser and as agent, which is filed as an exhibit to the registration statement that includes this prospectus and is incorporated herein by reference.
 DESCRIPTION OF NEW NOTES
The original notes were issued under and are governed by an indenture (the “Original Indenture”), dated February 18, 2016, among the Issuer (as successor by merger to MTW Foodservice Escrow Corp.), the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Issuer assumed the obligations of MTW Foodservice Escrow Corp. under the indenture by entering into a supplemental indenture, dated March 3, 2016 (the “Supplemental Indenture”), in connection with the merger of MTW Foodservice Escrow Corp. with and into the Issuer. We refer to the Original Indenture, as amended and supplemented by the Supplemental Indenture, as the “Indenture.” The new notes will be issued under and governed by the Indenture. The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”).
In connection with the issuance of the original notes, we entered into a registration rights agreement pursuant to which we agreed to deliver this prospectus to you and use our commercially reasonable efforts to file or cause to become effective a registration statement covering the exchange offer.
You can find definitions of certain capitalized terms used in this description under “—Certain Definitions.” For purposes of this section, (i) the term “Issuer” refers to Manitowoc Foodservice, Inc. (“Manitowoc Foodservice”) and not any of its Subsidiaries; (ii) the terms “we,” “our” and “us” each refer to the Issuer and its Subsidiaries; and (iii) the term “notes” refers to the original notes and the new notes collectively. The Indenture and the new notes have been filed as exhibits to the registration statement that includes this prospectus. See “Where You Can Find More Information.”
 
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General
The notes are the senior unsecured obligations of the Issuer, ranking equal in right of payment to all other senior unsecured obligations of the Issuer. The notes and Guarantees are effectively subordinated to all existing and future secured debt of the Issuer and the Guarantors, including Indebtedness under the Credit Agreement, to the extent of the assets securing such debt. The notes and Guarantees are structurally subordinated to any debt, preferred stock obligations and other liabilities of the Issuer’s Subsidiaries that are not Guarantors. The notes and the Guarantees are senior in right of payment to all future Indebtedness of the Issuer and the Guarantors that is, by its terms, expressly subordinated in right of payment to the notes and the Guarantees.
The Issuer will issue the notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee will initially act as paying agent and registrar for the notes. The notes may be presented for registration or transfer and exchange at the offices of the registrar. The Issuer may change any paying agent and registrar without notice to holders of the notes (the “Holders”). The Issuer will pay principal (and premium, if any) on the notes at the designated corporate trust office of the Trustee. At the Issuer’s option, interest may be paid at the corporate trust office of the Trustee, or by check mailed to the registered address of Holders. DTC requires payment by wire in immediately available funds.
Principal, Maturity and Interest
$425.0 million in aggregate principal amount of notes have been issued and are currently outstanding. Additional notes (the “Additional Notes”) may be issued from time to time, subject to the limitations set forth under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness.” Any remaining original notes, the new notes offered in the exchange offer described in this prospectus and any such Additional Notes will be treated as a single class for all purposes under the Indenture. The notes will mature on February 15, 2024. Interest on the notes will accrue at the rate of 9.500% per annum and will be payable semiannually in cash on each February 15 and August 15 commencing on August 15, 2016 to the persons who are registered Holders at the close of business on the February 1 or August 1 immediately preceding the applicable interest payment date. Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Redemption
Optional Redemption
The notes will be redeemable, at the Issuer’s option, in whole or in part from time to time, at any time prior to February 15, 2019 upon not less than 30 nor more than 60 days’ written notice, at a price equal to 100% of the principal amount thereof plus the Applicable Premium (as defined below) and accrued but unpaid interest, if any, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
“Applicable Premium” means, with respect to a note at any date of redemption, the greater of (1) 1.0% of the principal amount of such note and (2) the excess of (a) the present value at such redemption date of (i) the redemption price of such note on February 15, 2019 (such redemption price being that described in the fourth paragraph of this “—Optional Redemption” section) plus (ii) all required remaining scheduled interest payments due on such note through February 15, 2019, computed using a discount rate equal to the Treasury Rate (as defined below) plus 50 basis points; over (b) the principal amount of such note on such redemption date. Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided , however , that such calculation, or determination of the Treasury Rate referenced below, shall not be a duty or obligation of the Trustee.
“Treasury Rate” means, with respect to a date of redemption, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such date
 
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of redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date of redemption to February 15, 2019; provided , however, that if the period from such date of redemption to February 15, 2019 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such date of redemption to February 15, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
In addition, the Issuer may redeem the notes at its option, in whole or in part, upon not less than 30 nor more than 60 days’ written notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on February 15 of the year set forth below:

Year	  	Percentage	 	
2019	  	 	107.125	% 	
2020	  	 	104.750	% 	
2021	  	 	102.375	% 	
2022 and thereafter	  	 	100.000	% 	
In addition, the Issuer must pay accrued and unpaid interest on the notes redeemed to the redemption date.
Optional Redemption upon Public Equity Offerings.
At any time, or from time to time, on or prior to February 15, 2019, the Issuer may, at its option, use the Net Cash Proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the notes (including any Additional Notes) outstanding under the Indenture at a redemption price of 109.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:
(1) at least 65% of the principal amount of notes (including any Additional Notes) outstanding under the Indenture remains outstanding immediately after any such redemption; and
(2) the Issuer makes such redemption not more than 90 days after the consummation of any such Public Equity Offering.
“Public Equity Offering” means an underwritten public offering of Qualified Capital Stock of the Issuer pursuant to a registration statement filed with the SEC in accordance with the Securities Act.
Mandatory Redemption; Offers to Purchase; Open Market Purchases
The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuer may be required to offer to purchase notes as described under “—Change of Control” and “—Certain Covenants—Limitation on Asset Sales.” We may at any time and from time to time purchase notes in the open market or otherwise.
Selection and Notice of Redemption
In the event that the Issuer chooses to redeem less than all of the notes, selection of the notes for redemption will be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee considers fair and appropriate, subject to the procedures of DTC.
No notes of a principal amount of $2,000 or less shall be redeemed in part. Notice of redemption will be sent electronically or mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption as long as the Issuer has deposited with the paying agent funds in satisfaction of the applicable redemption price.
 
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Guarantees
Each of the Guarantors has, jointly and severally, fully and unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, the Issuer’s obligations under the Indenture and the notes. The obligations of each Guarantor under its Guarantee are limited to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See “Risk Factors—Risks Relating to the Exchange Offer and the New Notes—Federal and state fraudulent transfer laws permit a court, under certain circumstances, to void the new notes and the guarantees, and, if that occurs, you may not receive any payments on the new notes.”
Each Guarantor may consolidate with or merge into or sell its assets to the Issuer or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Issuer without limitation, or with other Persons, upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation and Sale of Assets.” In the event all of the Capital Stock of a Guarantor is sold by the Issuer and the sale complies with the provisions set forth in “—Certain Covenants—Limitation on Asset Sales” or a Restricted Subsidiary that is a Guarantor is properly designated as an Unrestricted Subsidiary, the Guarantor’s Guarantee will be released. Further, the Indenture provides that a Guarantor’s Guarantee will be released to the extent such Guarantor is also a guarantor or a borrower under the Credit Agreement and, at the time of release of its Guarantee, such Guarantor has been released from or discharged of its guarantee of, and all pledges and security, if any, granted in connection with, the Credit Agreement (except a release by or as a result of a payment thereon).
Not all of our Subsidiaries have guaranteed the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us.
Holding Company Structure
Manitowoc Foodservice is a holding company for its Subsidiaries, with no material operations of its own and only limited assets. Accordingly, Manitowoc Foodservice is dependent upon the distribution of the earnings of its Subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations, to service its debt obligations. In addition, the claims of the Holders are subject to the prior payment of all liabilities (whether or not for borrowed money) and to any preferred stock interest of such Subsidiaries other than the Guarantors. We cannot assure you that after providing for all prior claims, there would be sufficient assets available from the Issuer and its Subsidiaries to satisfy the claims of the Holders of notes. See “Risk Factors—Risks Relating to the Exchange Offer and the New Notes—If our subsidiaries do not make sufficient distributions to us, we will not be able to make payments on our debt, including the new notes.”
Change of Control
Upon the occurrence of a Change of Control, each Holder will have the right to require that the Issuer purchase all or a portion of such Holder’s notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase.
Within 30 days following the date upon which the Change of Control occurred, the Issuer must send a written notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which (unless otherwise required by law) must be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”). Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. If the note is in global form, Holders will be required to follow applicable DTC procedures.
 
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If a Change of Control Offer is made, we cannot assure you that the Issuer will have available funds sufficient to pay the Change of Control purchase price for all the notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Issuer is required to purchase outstanding notes pursuant to a Change of Control Offer, the Issuer expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, we cannot assure you that the Issuer would be able to obtain such financing.
Neither the Board of Directors of the Issuer nor the Trustee may waive the covenant relating to a Holder’s right to redemption upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Issuer and its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Issuer, whether favored or opposed by the management of the Issuer. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the notes, and we cannot assure you that the Issuer or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Issuer or any of its Subsidiaries by the management of the Issuer. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.
The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue thereof.
Notwithstanding anything to the contrary in this section, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this section and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.
The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of the Issuer to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of a Person. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Issuer to make an offer to repurchase the notes as described above. The Chancery Court of Delaware has raised the possibility that a change of control as a result of a failure to have “continuing directors” comprising a majority of the Board of Directors may be unenforceable on public policy grounds.
Certain Covenants
Changes in Covenants When Notes Rated Investment Grade
Beginning on the date that:
(1) the notes have an Investment Grade Rating; and
(2) no Default or Event of Default shall have occurred and be continuing, and ending on the date (the “Reversion Date”) that either Rating Agency ceases to have an Investment Grade Rating on the notes (such period of time, the “Suspension Period”), the covenants specifically listed under the following captions in this “Description of New Notes” will no longer be applicable to the notes:
(1) “—Limitation on Incurrence of Additional Indebtedness”;
 
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(2) “—Limitation on Restricted Payments”;
(3) “—Limitation on Asset Sales”;
(4) “—Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries”;
(5) “—Limitations on Transactions with Affiliates”;
(6) clause (2) of the covenant listed under “—Merger, Consolidation or Sale of Assets.”
During a Suspension Period, the Issuer’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries.
On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to and permitted under the Consolidated Fixed Charge Coverage Ratio or one of the clauses set forth in the definition of Permitted Indebtedness (to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent any Indebtedness would not be permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio or any of the clauses set forth in the definition of Permitted Indebtedness, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as Permitted Indebtedness under clause (3) of the definition of Permitted Indebtedness and permitted to be refinanced under clause (17) of the definition of Permitted Indebtedness.
Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the covenant described under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect during the entire period of time after the Issue Date (including the Suspension Period) and all Restricted Payments made during the Suspension Period not otherwise permitted pursuant to the second paragraph of the covenant described under the caption “—Limitation on Restricted Payments” will reduce the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of such covenant. In addition, for purposes of the covenant described under “—Limitations on Transactions with Affiliates,” all agreements, arrangements and transactions entered into by the Issuer or any of its Restricted Subsidiaries with an Affiliate of the Issuer during the applicable Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for purposes of the covenant described under “—Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries,” all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date.
Notwithstanding the fact that covenants suspended during a Suspension Period may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the covenants during the Suspension Period or at the time the covenants are reinstated.
We cannot assure you that the notes will ever achieve or maintain an Investment Grade Rating.
Limitation on Incurrence of Additional Indebtedness
(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Issuer and the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Issuer that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Issuer is greater than 2.0 to 1.0.
 
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(b) The foregoing limitations will not apply to each of the following, without duplication (collectively, “Permitted Indebtedness”):
(1) Indebtedness under the original notes issued on the Issue Date (including the related Guarantees), and any new notes exchanged therefor (including any related guarantees thereof);
(2) Indebtedness incurred pursuant to Credit Facilities in an aggregate principal amount at any time outstanding not to exceed $1,550,000,000 (i) less the amount of all mandatory principal payments actually made by the Issuer or any Restricted Subsidiary with the Net Cash Proceeds from Asset Sales in respect of the term loans thereunder (excluding any such payments to the extent refinanced at the time of payment under a replaced Credit Facility); and (ii) reduced by any mandatory permanent repayments of revolving loans made by the Issuer thereunder (which are accompanied by a corresponding permanent commitment reduction) with the Net Cash Proceeds from Asset Sales (excluding any such payments and commitment reductions to the extent refinanced at the time of payment under a replaced Credit Agreement);
(3) Indebtedness of the Issuer and its Restricted Subsidiaries (which, for purposes of this clause (3), shall refer to the Foodservice Business) outstanding on the Issue Date (other than Indebtedness under clause (1) and (2) above) (including any amendments or replacements thereof that do not increase the principal amount) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions therein;
(4) Interest Swap Obligations of the Issuer or any of its Restricted Subsidiaries covering Indebtedness of the Issuer or such Restricted Subsidiary; provided, however, that such Interest Swap Obligations are entered into to protect the Issuer and its Restricted Subsidiaries from fluctuations in interest rates on Indebtedness incurred without violation of the Indenture to the extent the notional principal amount of such Interest Swap Obligation does not exceed, at the time of the incurrence thereof, the principal amount of the Indebtedness to which such Interest Swap Obligation relates;
(5) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Issuer and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;
(6) Indebtedness of a Restricted Subsidiary of the Issuer to the Issuer, to a Guarantor or to another Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by the Issuer, such Guarantor, such Wholly Owned Restricted Subsidiary or the holders of a Lien permitted under the Indenture, in each case subject to no Lien held by a Person other than the Issuer, a Guarantor, such Wholly Owned Restricted Subsidiary or holders of a Lien permitted under the Indenture; provided that if as of any date any Person other than the Issuer, a Guarantor, a Wholly Owned Restricted Subsidiary of the Issuer or the holder of a Lien permitted under the Indenture owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the issuer of such Indebtedness pursuant to this clause (6);
(7) Indebtedness of the Issuer to a Wholly Owned Restricted Subsidiary of the Issuer for so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under the Indenture, in each case subject to no Lien other than a Lien permitted under the Indenture; provided that (a) any Indebtedness of the Issuer to any Wholly Owned Restricted Subsidiary of the Issuer that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under the Indenture and the notes and (b) if as of any date any Person other than a Wholly Owned Restricted Subsidiary of the Issuer or the holders of a Lien permitted under the Indenture owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Issuer pursuant to this clause (7);
 
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(8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within four Business Days of incurrence;
(9) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by letters of credit for the account of the Issuer or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, the purchase of goods or similar requirements in the ordinary course of business;
(10) Indebtedness represented by guarantees by the Issuer or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under the Indenture; provided that, in the case of a guarantee by a Restricted Subsidiary, such Restricted Subsidiary complies with the covenant described under “—Additional Subsidiary Guarantees” to the extent applicable;
(11) Indebtedness of the Issuer or any of its Restricted Subsidiaries in respect of bid, payment and performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;
(12) Indebtedness of the Issuer or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets;
(13) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Issuer and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed $20.0 million at any one time outstanding;
(14) Indebtedness of Foreign Restricted Subsidiaries of the Issuer in an aggregate principal amount not to exceed $50.0 million under lines of credit to any such Foreign Restricted Subsidiary from Persons other than the Issuer or any of its Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Restricted Subsidiary’s working capital and other general corporate purposes;
(15) Indebtedness that may be deemed to exist pursuant to the Factoring Agreements and Indebtedness by a Securitization Entity in a Qualified Securitization Transaction that is not recourse (except for Standard Securitization Undertakings) to the Issuer or any of its Restricted Subsidiaries; provided that any amounts incurred under this clause (15) in excess of $50.0 million will reduce the amounts available for borrowing under clause (2) above in an equal amount;
(16) Indebtedness of the Issuer evidenced by commercial paper issued by the Issuer; provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clause (2) above and this clause (16) does not exceed the maximum amount of Indebtedness permitted under clause (2) above;
(17) Refinancing Indebtedness;
(18) [reserved];
(19) additional Indebtedness of the Issuer and its Restricted Subsidiaries in an aggregate principal amount not to exceed $100.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under Credit Facilities).
For purposes of determining any particular amount of Indebtedness under this covenant, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this covenant, in the event that all or a portion of an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (19) above or is permitted to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Issuer shall, in its sole discretion,
 
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classify (or later reclassify) such item or portion of such item of Indebtedness in any manner that complies with such covenant, except that Indebtedness outstanding under the Credit Agreement on the Distribution Date shall be deemed to have been incurred on the Distribution Date under clause (2) above and may not be reclassified. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the covenant described under “—Limitations on Incurrence of Additional Indebtedness.”
(c) The Issuer will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.
Limitation on Restricted Payments
The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:
(1) declare or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Issuer) on or in respect of shares of the Issuer’s Capital Stock to holders of such Capital Stock;
(2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Issuer or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock;
(3) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, earlier than one year prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness; or
(4) make any Investment (other than Permitted Investments)
(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”), if at the time of such Restricted Payment or immediately after giving effect thereto,
(i) a Default or an Event of Default shall have occurred and be continuing; or
(ii) the Issuer is not able to incur at least $1.00 of additional Indebtedness in compliance with clause (a) of the covenant described under “—Limitation on Incurrence of Additional Indebtedness”; or
(iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to January 1, 2016 (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in good faith by the Board of Directors of the Issuer) shall exceed the sum of:
(w) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Issuer earned subsequent to January 1, 2016 and on or prior to the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); plus
 
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(x) 100% of the aggregate net cash proceeds received by the Issuer from any Person (other than a Subsidiary of the Issuer) from the issuance and sale subsequent to January 1, 2016 and on or prior to the Reference Date of Qualified Capital Stock of the Issuer; plus
(y) without duplication of any amounts included in clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Issuer from a holder of the Issuer’s Capital Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds from a Public Equity Offering to the extent used to redeem the notes in compliance with the provisions set forth under “—Redemption—Optional Redemption upon Public Equity Offerings”); plus
(z) without duplication, the sum of:
(1) the aggregate amount returned in cash on or with respect to Investments (other than Permitted Investments) made subsequent to January 1, 2016 whether through interest payments, principal payments, dividends or other distributions or payments;
(2) the net cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Subsidiary of the Issuer); and
(3) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (except to the extent the Investment constituted a Permitted Investment), the fair market value of such Subsidiary;
provided , however, that the sum of subclauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments made subsequent to January 1, 2016.
Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:
(1) the payment of any dividend within 60 days after the date of declaration of such dividend if the dividend would have been permitted on the date of declaration;
(2) if no Default or Event of Default shall have occurred and be continuing, the acquisition of any shares of Capital Stock of the Issuer, either (i) solely in exchange for shares of Qualified Capital Stock of the Issuer or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Issuer) of shares of Qualified Capital Stock of the Issuer;
(3) if no Default or Event of Default shall have occurred and be continuing, the acquisition of any Indebtedness of the Issuer or a Guarantor that is subordinate or junior in right of payment to the notes or such Guarantor’s Guarantee, as the case may be, either (i) solely in exchange for shares of Qualified Capital Stock of the Issuer, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Issuer) of (a) shares of Qualified Capital Stock of the Issuer or (b) Refinancing Indebtedness;
(4) if no Default or Event of Default shall have occurred and be continuing, repurchases by the Issuer of Common Stock of the Issuer (or options or warrants to purchase such Common Stock) from directors, officers and employees of the Issuer or any of its Subsidiaries or their authorized representatives upon the death, disability, retirement or termination of employment of such directors, officers or employees, in an aggregate amount not to exceed $2.5 million in any calendar year;
(5) if no Default or Event of Default shall have occurred and be continuing, other Restricted Payments in an amount not to exceed $25.0 million;
(6) in the event of a Change of Control, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor, in each case at a purchase price not greater than 101% of the
 
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principal amount of such Subordinated Indebtedness, plus accrued and unpaid interest thereon; provided, however , that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Issuer (or a third party to the extent permitted by the Indenture) has made a Change of Control Offer with respect to the notes offered hereby as a result of such Change of Control and has repurchased all notes validly tendered and not withdrawn in connection with such Change of Control Offer;
(7) in the event of an Asset Sale that requires the Issuer to offer to repurchase notes pursuant to the covenant described under “—Limitation on Asset Sales,” and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuer or any Guarantor, in each case at a purchase price not greater than 100% of the principal amount of such Subordinated Indebtedness, plus accrued and unpaid interest thereon; provided, however , that (A) prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Issuer has made an offer with respect to the notes offered hereby pursuant to the provisions of the covenant described under “—Limitation on Asset Sales” and has repurchased all notes validly tendered and not withdrawn in connection with such offer and (B) the aggregate amount of all such payments, purchases, redemptions, defeasances or other acquisitions or retirements of all such Subordinated Indebtedness may not exceed the amount of the Net Cash Proceeds Amount remaining after the Issuer has complied with clause (3) of the covenant described under “—Limitation on Asset Sales”;
(8) repurchases of Common Stock deemed to occur upon the exercise of stock options if the Common Stock represents a portion of the exercise price thereof; and
(9) any Restricted Payment attributable to, or arising or made in connection with or as part of, the Transactions and the fees and expenses related thereto as described in the Form 10.
In determining the aggregate amount of Restricted Payments made subsequent to January 1, 2016 in accordance with clause (iii) of the immediately preceding paragraph, amounts expended pursuant to clauses (1), (2)(ii), 3(ii)(a), (4), (5), (6) and (7) shall be included in such calculation.
Limitation on Asset Sales
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
(1) the Issuer or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Issuer’s Board of Directors);
(2) at least 75% of the consideration received by the Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and shall be received at the time of such disposition. For purposes of this clause (2), each of the following shall be deemed to be cash:
(a) any liabilities, as shown on the most recent consolidated balance sheet of the Issuer or any Restricted Subsidiary (or would be shown on such consolidated balance sheet as of the date of such Asset Sale), other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Guarantee, or any Guarantees of Indebtedness of Persons other than the Issuer or any Restricted Subsidiary, that are assumed by the person acquiring such assets to the extent that the Issuer and its Restricted Subsidiaries have no further liability with respect to such liabilities;
(b) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 90 days after receipt; and
(c) any Designated Non-Cash Consideration received by the Issuer or its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time
 
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outstanding in the aggregate, not to exceed the greater of (i) $25.0 million and (ii) 1.0% of the Issuer’s Consolidated Total Assets, in each case at the time of receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration measured at the time received and without giving effect to subsequent changes in value.
(3) upon the consummation of an Asset Sale, the Issuer shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either:
(a) to permanently reduce Indebtedness (x) under any Credit Facility and in the case of any such Indebtedness under any revolving credit facility effect a permanent reduction in the availability under such revolving credit facility ( provided, however that, if there shall not be any term loan indebtedness outstanding under any Credit Facility, in the case of such Indebtedness under any revolving credit facility such prepayment shall not be required to effect a permanent reduction in the availability under such revolving credit facility) or (y) of a Subsidiary that does not guarantee the notes;
(b) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used in the business of the Issuer and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Replacement Assets”); provided that, in the case of this clause (b), a binding commitment shall be treated as a permanent application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall constitute part of the Net Proceeds Offer Amount if not otherwise applied as provided above within 365 days of the receipt of such Net Cash Proceeds; or
(c) a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b).
On the 366th day (or, in the event of an Acceptable Commitment, the 546th day) after an Asset Sale or such earlier date, if any, as the Board of Directors of the Issuer or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of the preceding paragraph or the last provision of this paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Issuer or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, the maximum amount of notes and Pari Passu Indebtedness that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the notes and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary of the Issuer, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.
The Issuer may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $25.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $25.0 million, shall be applied as required pursuant to this paragraph).
 
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In the event of the transfer of substantially all (but not all) of the property and assets of the Issuer and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under “—Merger, Consolidation and Sale of Assets,” which transaction does not constitute a Change of Control, the successor entity shall be deemed to have sold the properties and assets of the Issuer and its Restricted Subsidiaries not so transferred for purposes of this covenant and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Issuer or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.
Notwithstanding the first two paragraphs of this covenant, the Issuer and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that:
(1) at least 75% of the consideration for such Asset Sale constitutes Replacement Assets; and
(2) such Asset Sale is for fair market value; provided that any consideration not constituting Replacement Assets received by the Issuer or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the first two paragraphs of this covenant.
Each Net Proceeds Offer will be sent to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender notes and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered notes and Pari Passu Indebtedness will be purchased on a pro rata basis (based on amounts tendered) in an aggregate amount equal to the Net Proceeds Offer Amount (if any). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.
The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.
Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries
The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Issuer to:
(1) pay dividends or make any other distributions on or in respect of its Capital Stock;
(2) make loans or advances or to pay any Indebtedness or other obligation owed to the Issuer or any other Restricted Subsidiary of the Issuer; or
(3) transfer any of its property or assets to the Issuer or any other Restricted Subsidiary of the Issuer,
in each case except for such encumbrances or restrictions existing under or by reason of:
(a) applicable law;
(b) the notes and the related Guarantees and the Indenture;
(c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Issuer;
 
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(d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(e) contractual encumbrances or restrictions (i) in effect on the Issue Date or (ii) in effect on the Distribution Date on substantially the terms described in the Offering Circular, including those arising under the Credit Facilities and any related documentation;
(f) the Credit Agreement or an agreement governing other Pari Passu Indebtedness permitted to be incurred under the Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness, the provisions relating to such encumbrance or restriction are no less favorable to the Issuer in any material respect as determined by the Board of Directors of the Issuer in its reasonable and good faith judgment than the provisions contained in the Credit Agreement as in effect on the Issue Date;
(g) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;
(h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;
(i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under the Indenture;
(j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(k) (k) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;
(l) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and
(m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b) and (d) through (l) above; provided, however , that the provisions relating to such encumbrance or restriction contained in any such agreements are no less favorable to the Issuer in any material respect as determined by the Board of Directors of the Issuer in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b) and (d) through (l) above.
Limitation on Preferred Stock of Restricted Subsidiaries
The Issuer will not permit any of its Restricted Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to the Issuer or to a Wholly Owned Restricted Subsidiary of the Issuer) or permit any Person (other than the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer) to own any Preferred Stock of any Restricted Subsidiary of the Issuer that is not a Guarantor.
Limitation on Liens
The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind against or upon any property or assets of the Issuer or any of its Restricted Subsidiaries, whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless:
(1) in the case of Liens securing Subordinated Indebtedness, the notes or the Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and
 
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(2) in all other cases, the notes or Guarantees, as the case may be, are equally and ratably secured, except for:
(a) Liens existing as of the Issue Date, to the extent and in the manner such Liens are in effect on the Issue Date;
(b) (i) Liens securing existing or future borrowings under Credit Facilities incurred pursuant to clause (2) of the definition of Permitted Indebtedness, (ii) Liens securing Indebtedness incurred pursuant to clause (a) of the covenant described under “—Limitation on Incurrence of Additional Indebtedness”; provided that, with respect to this sub-clause (ii), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.00 to 1.0 and (iii) Liens securing Indebtedness incurred pursuant to clause (19) of the definition of Permitted Indebtedness;
(c) Liens securing the notes and the Guarantees;
(d) Liens of the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer on assets of any Restricted Subsidiary of the Issuer and Liens on assets of the Issuer in favor of a Wholly Owned Restricted Subsidiary that is a Guarantor;
(e) Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness that has been secured by a Lien permitted under the Indenture and that has been incurred without violation of the Indenture; provided, however , that such Liens: (i) are no less favorable to the Holders and are not more favorable to the lienholders, in each case in any material respect, with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any categories of property or assets of the Issuer or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced; and
(f) Permitted Liens.
Merger, Consolidation and Sale of Assets
The Issuer will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Issuer to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Issuer’s assets (determined on a consolidated basis for the Issuer and the Issuer’s Restricted Subsidiaries), whether as an entirety or substantially as an entirety (for the avoidance of doubt, other than the Transactions), to any Person unless:
(1) either:
(a) the Issuer shall be the surviving or continuing corporation; or
(b) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Issuer and of the Issuer’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):
(x) shall be an entity organized or validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the notes is a corporation; and
(y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the notes and the performance of every covenant of the notes and the Indenture on the part of the Issuer to be performed or observed.
(2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer or such
 
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Surviving Entity, as the case may be, (a) shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Issuer immediately prior to such transaction and (b) shall be able to incur at least $1.00 of additional Indebtedness pursuant to clause (a) of the covenant described under “—Limitation on Incurrence of Additional Indebtedness”;
(3) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and
(4) the Issuer or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.
The Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Issuer in accordance with the foregoing, in which the Issuer is not the continuing corporation, the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture and the notes with the same effect as if such surviving entity had been named as such and all financial information and reports required by the Indenture shall be provided by and for such surviving entity.
Each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of its Guarantee and the Indenture in connection with any transaction complying with the provisions of the covenant described under “—Limitation on Asset Sales”) will not, and the Issuer will not cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Issuer or any other Guarantor (for the avoidance of doubt, excluding the Transactions) unless:
(1) the entity formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States or any State thereof or the District of Columbia;
(2) such entity assumes by supplemental indenture all of the obligations of the Guarantor on its Guarantee;
(3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and
(4) immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, the Issuer could satisfy the provisions of clause (2) of the first paragraph of this covenant.
Any merger or consolidation of a Guarantor with and into the Issuer (with the Issuer being the surviving entity) or another Guarantor that is a Wholly Owned Restricted Subsidiary of the Issuer need only comply with clause (4) of the first paragraph of this covenant.
Limitations on Transactions with Affiliates
(a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any
 
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of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiary; provided that (i) if any such Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) involves aggregate payments or other property with a fair market value in excess of $10.0 million, the Issuer or such Restricted Subsidiary, as the case may be, shall file with the Trustee an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and (ii) if any such Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) involves aggregate payments or other property with a fair market value in excess of $35.0 million, the Issuer or such Restricted Subsidiary, as the case may be, shall file with the Trustee a resolution of the Board of Directors of the Issuer or such Restricted Subsidiary, as the case may be, set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer or such Restricted Subsidiary, as the case may be.
(b) The restrictions set forth in the first paragraph of this covenant shall not apply to:
(1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary of the Issuer as determined in good faith by the Issuer’s Board of Directors or senior management;
(2) transactions exclusively between or among the Issuer and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided such transactions are not otherwise prohibited by the Indenture;
(3) (A) any agreement or arrangement as in effect as of the Issue Date (or transactions pursuant thereto), (B) any other agreements or arrangements (or transactions pursuant thereto) as in effect on the Distribution Date (including the Spin-Off Documents) or pursuant to or in connection with the Spin-Off Documents (including the Transactions) or (C) any amendment, modification or supplement to the agreements referenced in clause (A) or (B) above or any replacement thereof, so long as the terms of such agreement or arrangement, as so amended, modified, supplemented or replaced, are not more disadvantageous to the Holders when taken as a whole in any material respect compared to the applicable agreements or arrangements as in effect on the Issue Date or as described in the Offering Circular, as applicable, as determined in good faith by the Issuer;
(4) Restricted Payments or Permitted Investments permitted by the Indenture;
(5) transactions between the Issuer or any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the Indenture; and
(6) the Transactions, in each case as disclosed in the Offering Circular, and the payment of all fees, expenses, bonuses and awards related thereto.
Additional Subsidiary Guarantees
If any existing or future Domestic Restricted Subsidiary shall, after the Issue Date, guarantee any Indebtedness of the Issuer or a Guarantor, then the Issuer shall cause such Domestic Restricted Subsidiary to:
(1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the notes and the Indenture on the terms set forth in the Indenture; and
(2) deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary.
 
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Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture until such Domestic Restricted Subsidiary is released from its Guarantee as provided in the Indenture.
Conduct of Business
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, engage in any businesses that are not the same, similar or reasonably related to the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date.
Reports to Holders
Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the Trustee and the Holders of notes:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, if any) and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports, in each case within the time periods specified in the SEC’s rules and regulations.
In addition, whether or not required by the rules and regulations of the SEC, the Issuer will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer has agreed that, for so long as any notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Any financial statement or other material required to be furnished to the Trustee or the Holders of notes will be deemed to have been furnished to the Holders on the date that an electronic copy of such financial statement or other material is available to the Holders on the website of the SEC at http://www.sec.gov ; provided that the Issuer will furnish paper copies of such financial statements and other materials to any Holder that requests, by notice to the Issuer, that the Issuer do so, until the Issuer receives notice from such Holder to cease delivering such paper copies.
Events of Default
The following events are defined in the Indenture as “Events of Default”:
(1) the failure to pay interest on any notes when the same becomes due and payable and the default continues for a period of 30 days;
(2) the failure to pay the principal on any notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) on the date specified for such payment in the applicable offer to purchase;
 
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(3) a default in the observance or performance of any other covenants or agreements which default continues for a period of 45 days after the Issuer receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the notes (except, in the case of a default with respect to the covenant described under “—Merger, Consolidation and Sale of Assets,” which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
(4) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Issuer or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has passed), aggregates $25.0 million or more at any time;
(5) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Issuer or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;
(6) certain events of bankruptcy affecting the Issuer or any of its Significant Subsidiaries; or
(7) any Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the Indenture).
If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding notes may declare the principal of and accrued interest on all the notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the applicable Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.
If an Event of Default specified in clause (6) above with respect to the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
The Indenture provides that, at any time after a declaration of acceleration with respect to the notes as described in the preceding paragraphs, the Holders of a majority in aggregate principal amount of the notes then outstanding may rescind and cancel such declaration and its consequences:
(1) if the rescission would not conflict with any judgment or decree;
(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;
(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;
(4) if the Issuer has paid the Trustee compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
 
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(5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.
No such rescission shall affect any subsequent Default or impair any right consequent thereto.
The Holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any notes.
Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity satisfactory to it. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
Under the Indenture, the Issuer is required to provide an Officers’ Certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.
Notwithstanding anything to the contrary set forth herein, no provision of the Indenture shall prevent the completion of any of the Transactions, nor shall the Transactions give rise to any Default or impair or reduce the availability or constitute the utilization of any basket or other exceptions (other than any such baskets or other exceptions that expressly refer to the Transactions or the Spin-Off) in the covenants under the Indenture or the notes. Notwithstanding anything to the contrary set forth herein, no provision of the Indenture shall restrict the transactions described in clauses (A) and (B) of clause (b)(6) of the covenant described under “—Certain Covenants—Limitations on Transactions with Affiliates,” in each case entered into in the ordinary course of business.
Legal Defeasance and Covenant Defeasance
The Issuer may, at its option and at any time, elect to have its Obligations and the Obligations of the Guarantors discharged with respect to the outstanding notes (“Legal Defeasance”). Such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes, except for:
(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the notes when such payments are due;
(2) the Issuer’s Obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payments;
(3) the rights, powers, trust duties and immunities of the Trustee and the Issuer’s Obligations in connection therewith; and
(4) the Legal Defeasance provisions of the Indenture.
In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such Obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under “—Events of Default” will no longer constitute an Event of Default with respect to the notes.
 
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In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash, non-callable U.S. government obligations, rated AAA or better by S&P and Aaa by Moody’s, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;
(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:
(a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or
(b) since the date of the Indenture, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);
(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument (including, without limitation, the Credit Agreement) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;
(6) the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;
(7) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with;
(8) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Issuer between the date of deposit and the 124th day following the date of deposit and that no Holder is an insider of the Issuer, after the 124th day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and
(9) certain other customary conditions precedent are satisfied.
Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all notes not theretofore delivered to the Trustee for cancellation (1) have
 
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become due and payable or (2) will become due and payable on the maturity date or a redemption date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the notes, as expressly provided for in the Indenture) as to all outstanding notes when:
(1) either:
(a) all the notes theretofore authenticated and delivered (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or
(b) all notes not theretofore delivered to the Trustee for cancellation have become due and payable, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer has paid all other sums payable under the Indenture by the Issuer; and
(3) the Issuer, upon request for written acknowledgement of such satisfaction and discharge, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.
Modification of the Indenture
From time to time, the Issuer, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture for certain specified purposes, including curing ambiguities, defects or inconsistencies, so long as such change does not adversely affect the rights of any of the Holders in any material respect. In formulating its opinion on such matters, the Trustee will be entitled to conclusively rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel. Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in aggregate principal amount of the then outstanding notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:
(1) reduce the amount of notes whose Holders must consent to an amendment;
(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any notes;
(3) reduce the principal of or change or have the effect of changing the fixed maturity of any notes, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;
(4) make any notes payable in money other than that stated in the notes;
(5) make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in aggregate principal amount of notes outstanding to waive Defaults or Events of Default;
 
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(6) after the Issuer’s obligation to purchase notes arises thereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of the Indenture or the related definitions affecting the ranking of the notes or any Guarantee in a manner which adversely affects the Holders;
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture; or
(9) modify or change the amendment provisions of the notes or the Indenture.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of the Issuer, as such, will have any liability for any obligations of the Issuer under the notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the U.S. federal securities laws.
Governing Law
The Indenture, the notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.
The Trustee
Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.
“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Issuer or at the time it merges or consolidates with or into the Issuer or any of its Restricted Subsidiaries or that is assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Issuer or such acquisition, merger or consolidation.
 
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“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.
“Asset Acquisition” means (1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Issuer or any Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or (2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of the assets of any Person (other than a Restricted Subsidiary of the Issuer) that constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.
“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease, assignment or other transfer for value by the Issuer or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer of: (1) any Capital Stock of any Restricted Subsidiary of the Issuer; or (2) any other property or assets of the Issuer or any Restricted Subsidiary of the Issuer other than in the ordinary course of business; provided, however, that Asset Sales or other dispositions shall not include:
(a) a transaction or series of related transactions for which the Issuer or its Restricted Subsidiaries receive aggregate consideration of less than $25.0 million;
(b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Issuer as permitted under the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Assets”;
(c) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;
(d) sales of accounts receivable and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the fair market value thereof;
(e) sales of accounts receivable and related assets (including contract rights) to the Factor pursuant to the Factoring Agreement;
(f) disposals or replacements of obsolete equipment in the ordinary course of business;
(g) the sale or other disposition of cash or Cash Equivalents;
(h) any Restricted Payment permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or that constitutes a Permitted Investment;
(i) any transfers or dispositions of assets not related to the Foodservice Business that are required by the Separation and Distribution Agreement as described in the Offering Circular; and
(j) any disposition or issuance of Capital Stock of the Issuer or any of its Restricted Subsidiaries made as part of the Transactions.
“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof or, with respect to any Person that is not a corporation, the Person or Persons performing corresponding functions.
“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.
 
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“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York or the place of payment.
“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.
“Capital Stock” means:
(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and
(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.
“Cash Equivalents” means:
(1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof;
(2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;
(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;
(4) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;
(5) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above;
(6) Investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (5) above; and
(7) Foreign Cash Equivalents.
“Change of Control” means the occurrence of one or more of the following events:
(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Issuer to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture);
(2) the approval by the holders of Capital Stock of the Issuer of any plan or proposal for the liquidation or dissolution of the Issuer (whether or not otherwise in compliance with the provisions of the Indenture);
(3) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Issuer; or
 
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(4) the replacement of a majority of the Board of Directors of the Issuer over a two-year period from the directors who constituted the Board of Directors of the Issuer at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Issuer then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.
“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, and includes, without limitation, all series and classes of such common stock.
“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:
(1) Consolidated Net Income; and
(2) to the extent Consolidated Net Income has been reduced thereby:
(a) all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business);
(b) Consolidated Interest Expense;
(c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP;
(d) cash and non-cash restructuring charges in the years ending December 31, 2015 and December 31, 2016; and
(e) pro forma “run rate” cost savings, operating expense reductions and other synergies (in each case, net of amounts actually realized) related to acquisitions, dispositions, mergers or consolidations or related to restructuring initiatives that are reasonably identifiable and projected by the Issuer in good faith to result from actions that have either been taken, with respect to which substantial steps have been taken or that are expected to be taken within 12 months of the date of consummation of such acquisition, disposition, merger or consolidation or the initiation of such restructuring initiative, in each case so long they are reasonably identifiable and quantifiable and factually supportable; provided that, in each case, such adjustments are set forth in an Officers’ Certificate which states the amount of such adjustment or adjustments and that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such certificate at the time of such execution; provided , further , that the aggregate amount of add-backs pursuant to this clause (e) does not exceed 10.0% of Consolidated EBITDA for such period (calculated prior to giving effect to any such addback pursuant to this clause (e).
“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:
(1) the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds
 
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thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and
(2) any asset sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X promulgated under the Exchange Act attributable to the assets that are the subject of the Asset Acquisition or asset sale during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or Asset Acquisition (including the incurrence or assumption of any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.
Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of the Consolidated Fixed Charge Coverage Ratio:
(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and
(2) notwithstanding clause (1) of this paragraph, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.
“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:
(1) Consolidated Interest Expense; plus
(2) the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under the Indenture, its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued during such period multiplied by (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal.
“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:
(1) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including, without limitation: (a) any amortization of debt discount and amortization or write off of deferred financing costs; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and
(2) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.
 
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“Consolidated Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom:
(1) after-tax gains or losses from Asset Sales (without regard to the $25.0 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto;
(2) after-tax items classified as extraordinary or nonrecurring gains or losses;
(3) the net income (but not loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise;
(4) the net income of any Person, other than a Restricted Subsidiary of the Issuer, except to the extent of cash dividends or distributions paid to the Issuer or to a Restricted Subsidiary of the Issuer by such Person;
(5) income or loss attributable to discontinued operations from the date of discontinuation forward (including, without limitation, operations disposed of during such period, whether or not such operations were classified as discontinued);
(6) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor entity prior to such consolidation, merger or transfer of assets; and
(7) non-cash charges relating to compensation expense in connection with benefits provided under employee stock option plans, restricted stock option plans and other employee stock purchase or stock incentive plans.
“Consolidated Net Worth” of any Person means the consolidated stockholders’ equity of such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts attributable to Disqualified Capital Stock of such Person.
“Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges that require an accrual of or a reserve for cash charges for any future period).
“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal period for which internal quarterly financial statements are available immediately preceding the date on which such event for which such calculation is being made to (2) the Issuer’s Consolidated EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”
“Consolidated Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.
“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Lease
 
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Obligations and debt obligations evidenced by promissory notes and similar instruments and (2) the aggregate amount of all outstanding Disqualified Capital Stock of the Issuer and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Capital Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock or Preferred Stock as if such Disqualified Capital Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer.
“Credit Agreement” means the credit agreement dated March 3, 2016 among Manitowoc Foodservice, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other financial institutions party thereto, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.
“Credit Facilities” means one or more debt facilities, including the Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof, whether by the same or any other agent, investor, lender or group of lenders.
“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary of the Issuer against fluctuations in currency values.
“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.
“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-Cash Consideration” pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.
“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the notes.
 
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“Distribution” means Manitowoc ParentCo’s distribution of the shares of Manitowoc Foodservice’s common stock to Manitowoc ParentCo’s shareholders on March 4, 2016.
“Distribution Date” means the date on which the Distribution is made.
“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Issuer incorporated or otherwise existing under the laws of the United States, any state thereof or the District of Columbia.
“Employee Matters Agreement” means the Employee Matters Agreement between Manitowoc ParentCo and Manitowoc Foodservice, dated as of March 4, 2016.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.
“Factor” means, collectively, one or more purchasers of receivables under the Factoring Agreement.
“Factoring Agreement” means one or more receivables purchase agreements (or similar agreements) entered into by the Issuer or any of its Restricted Subsidiaries with one or more Factors, as the same may be amended, modified, supplemented and/or replaced from time to time so long as any such replacement agreement is on terms no less favorable to the Issuer or any of its Restricted Subsidiaries in any material respect than those terms set forth in the Factoring Agreements as in effect on the Issue Date.
“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of the Issuer acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Issuer delivered to the Trustee.
“Foodservice Business” means Manitowoc Foodservice, Inc. and its combined subsidiaries, after giving effect to the Internal Reorganization and the Distribution as described in the Form 10.
“Foreign Cash Equivalents” means certificates of deposit or bankers acceptances of any bank organized under the laws of Canada, Singapore, Australia, China or any country that is a member of the European Union, whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof, in each case with maturities of not more than one year from the date of acquisition.
“Foreign Restricted Subsidiary” means any Restricted Subsidiary of the Issuer that is not a Domestic Restricted Subsidiary.
“Form 10” means the registration statement on Form 10, originally filed by the Issuer with the SEC on September 1, 2015, as amended or supplemented.
“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession of the United States, which were in effect as of the Issue Date.
“Guarantor” means: (1) each of the Initial Guarantors and (2) each of the Issuer’s Domestic Restricted Subsidiaries that in the future executes a supplemental indenture in which such Domestic Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.
 
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“Indebtedness” means, with respect to any Person, without duplication:
(1) all Obligations of such Person for borrowed money;
(2) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3) all Capitalized Lease Obligations of such Person;
(4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);
(5) all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction which is issued in respect of Indebtedness referred to in clauses (1) through (4) above and clause (8) below;
(6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;
(7) all Obligations of any other Person of the type referred to in clauses (1) through (6) above that are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;
(8) all net Obligations under Currency Agreements and interest swap agreements of such Person; and
(9) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.
For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the Issuer.
“Independent Financial Advisor” means a firm: (1) that does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Issuer and (2) that, in the judgment of the Board of Directors of the Issuer, is otherwise independent and qualified to perform the task for which it is to be engaged.
“Initial Guarantors” means each of Appliance Scientific, Inc., a Delaware corporation; Berisford Property Development (USA) Ltd., a New York corporation; Charles Needham Industries Inc., a Texas corporation; Cleveland Range, LLC, a Delaware limited liability company; The Delfield Company LLC, a Delaware limited liability company; Enodis Corporation, a Delaware corporation; Enodis Group Holdings US, Inc., a Delaware corporation; Enodis Holdings, Inc., a Delaware corporation; Enodis Technology Center, Inc., a Delaware corporation; Frymaster L.L.C., a Louisiana limited liability company; Garland Commercial Industries LLC, a Delaware limited liability company; Kysor Business Trust, a Delaware trust; Kysor Holdings, Inc., a Delaware corporation; Kysor Industrial Corporation, a Michigan corporation; Kysor Industrial Corporation, a Nevada corporation; Kysor Nevada Holding Corp., a Nevada corporation; Landis Holdings LLC, a Delaware limited liability company; Manitowoc Equipment Works, Inc., a Nevada corporation; Manitowoc Foodservice Companies, LLC, a Wisconsin limited liability company; Manitowoc Foodservice Holding, Inc., a Wisconsin
 
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corporation; Manitowoc FP, Inc., a Nevada corporation; Manitowoc FSG International Holdings, Inc., a Nevada corporation; Manitowoc FSG Operations, LLC, a Nevada limited liability company; Manitowoc FSG U.S. Holding, LLC, a Delaware limited liability company; McCann’s Engineering & Manufacturing Co., LLC, a California limited liability company; MTW County Limited, a UK and Delaware limited liability company; Welbilt Corporation, a Delaware corporation; Welbilt Holding Company, a Delaware corporation; and Westran Corporation, a Michigan corporation.
“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.
“Internal Reorganization” means the series of internal transactions, including those described in the Offering Circular under the headings “The Spin-Off” and “Certain Relationships and Related Party Transactions” or otherwise described in the Form 10 (including the payment by Manitowoc Foodservice of a special cash dividend to Manitowoc ParentCo), following which Manitowoc Foodservice held the business constituting Manitowoc ParentCo’s current Foodservice Business, as described in the Form 10.
“Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. “Investment” shall exclude extensions of trade credit by the Issuer and its Restricted Subsidiaries on commercially reasonable terms. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Common Stock of any direct or indirect Wholly Owned Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, the Issuer no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.
“Investment Grade Rating” means a rating of Baa3 or better by Moody’s and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the notes for reasons outside of the control of the Issuer, the equivalent investment grade credit rating from any Rating Agency selected by the Issuer as a replacement Rating Agency).
“Issue Date” means February 18, 2016.
“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).
“Manitowoc ParentCo” means The Manitowoc Company, Inc., a Wisconsin corporation.
“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.
“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Issuer or any of its Restricted Subsidiaries from such Asset Sale net of:
(1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);
 
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(2) taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;
(3) repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale; and
(4) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.
“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
“Offering Circular” means the offering circular, dated February 5, 2016, pursuant to which the original notes were sold to the initial purchasers.
“Officer” means, with respect to any Person, any of the following: the Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice President, Treasurer, Secretary, Assistant Secretary or Assistant Treasurer (including interim officers).
“Officers’ Certificate” means, with respect to any Person, a certificate signed on behalf of such Person by two Officers of such Person, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Person, which meets the requirements set forth in the Indenture.
“Opinion of Counsel” means a written opinion from legal counsel, who may be an employee of or counsel to the Issuer, or other counsel who is reasonably acceptable to the Trustee.
“Pari Passu Indebtedness” means any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of payment with the notes or the Guarantee of such Guarantor, as applicable.
“Permitted Investments” means:
(1) Investments by the Issuer or any Restricted Subsidiary of the Issuer in any Person that is or will become after such Investment a Wholly Owned Restricted Subsidiary of the Issuer or that will merge or consolidate into the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer and other Investments to the extent constituting intercompany Indebtedness permitted under clause (6) or (7) of the definition of “Permitted Indebtedness”;
(2) Investments in the Issuer by any Restricted Subsidiary of the Issuer; provided that any Indebtedness evidencing such Investment, to the extent held by a Restricted Subsidiary that is not a Guarantor, is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligations under the notes and the Indenture;
(3) Investments in cash and Cash Equivalents;
(4) loans and advances to employees and officers of the Issuer and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $5.0 million at any one time outstanding;
(5) Currency Agreements and Interest Swap Obligations entered into in the ordinary course of the Issuer’s or its Restricted Subsidiaries’ businesses and otherwise in compliance with the Indenture;
 
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(6) additional Investments not to exceed $30.0 million at any one time outstanding;
(7) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;
(8) Investments made by the Issuer or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the covenant described under “—Certain Covenants—Limitation on Asset Sales”;
(9) Investments represented by guarantees that are otherwise permitted under the Indenture;
(10) Investments the payment for which is Qualified Capital Stock of the Issuer;
(11) any Investment by the Issuer or a Wholly Owned Subsidiary of the Issuer in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a Purchase Money Note or an equity interest;
(12) Investments by the Issuer consisting of obligations of one or more officers, directors or other employees of the Issuer or any of its Subsidiaries in connection with such officers’, directors’ or employees’ acquisition of shares of capital stock of the Issuer so long as no cash is paid by the Issuer or any of its Subsidiaries to such officers, directors or employees in connection with the acquisition of any such obligations;
(13) Investments in existence on the date of the Indenture;
(14) Investments in joint ventures not to exceed $50.0 million at any one time outstanding; and
(15) any Investment (x) existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date, (y) made pursuant to the Spin-Off Documents or (z) consisting of any replacement, refinancing, extension, modification or renewal of any Investment existing on the Issue Date or made pursuant to the Spin-Off Documents; provided that the amount of any such Investment may only be increased (i) as required by the terms of such Investment as in existence on the Issue Date or the Distribution Date, as applicable, or (ii) as otherwise permitted under the Indenture.
“Permitted Liens” means the following types of Liens:
(1) Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Issuer or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;
(2) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen and repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP has been made in respect thereof;
(3) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
(4) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
 
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(5) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries;
(6) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(7) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
(8) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Issuer or any of its Restricted Subsidiaries, including rights of offset and set-off;
(9) Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted under the Indenture;
(10) Liens securing Capitalized Lease Obligations and Purchase Money Indebtedness permitted pursuant to clause (13) of the definition of “Permitted Indebtedness”; provided, however, that in the case of Purchase Money Indebtedness (a) the Indebtedness shall not exceed the cost of such property or assets and shall not be secured by any property or assets of the Issuer or any Restricted Subsidiary of the Issuer other than the property and assets so acquired or constructed and the proceeds thereof and (b) the Lien securing such Indebtedness shall be created within 90 days of such acquisition or construction or, in the case of a refinancing of any Purchase Money Indebtedness, within 90 days of such refinancing;
(11) Liens securing Indebtedness under Currency Agreements;
(12) Liens securing Acquired Indebtedness incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness”; provided that:
(a) such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary of the Issuer and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary of the Issuer; and
(b) such Liens do not extend to or cover any property or assets of the Issuer or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary of the Issuer;
(13) Liens on assets of a Restricted Subsidiary of the Issuer that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under the Indenture;
(14) Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction and Liens in favor of a Factor solely on those accounts receivable (and the rights ancillary thereto) of the Issuer and its Restricted Subsidiaries that are purchased by a Factor pursuant to a Factoring Agreement from time to time;
(15) leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Issuer and its Restricted Subsidiaries;
(16) banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;
 
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(17) Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(18) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods;
(19) rights of customers with respect to inventory which arise from deposits and progress payments made in the ordinary course of business;
(20) Liens securing Indebtedness permitted pursuant to clause (14) of the definition of “Permitted Indebtedness”; and
(21) additional Liens not to exceed $25.0 million at any one time.
“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.
“Purchase Money Indebtedness” means Indebtedness of the Issuer and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment.
“Purchase Money Note” means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer in connection with a Qualified Securitization Transaction to such Securitization Entity, which note shall be repaid from cash available to such Securitization Entity other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest and principal and amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.
“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.
“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer, any of its Restricted Subsidiaries or a Securitization Entity pursuant to which the Issuer or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (1) a Securitization Entity or the Issuer or any of its Restricted Subsidiaries that subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any of its Restricted Subsidiaries that arose in the ordinary course of business of the Issuer and its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.
“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the notes for reasons outside of the control of the Issuer, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer as a replacement agency for Moody’s or S&P, as the case may be.
“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness, in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.
 
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“Refinancing Indebtedness” means any Refinancing by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness incurred in accordance with the covenant described under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness” (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (16) or (19) of the definition of “Permitted Indebtedness”), in each case to the extent that it does not:
(1) result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred by the Issuer or such Restricted Subsidiary in connection with such Refinancing); or
(2) create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of the Issuer, then such Refinancing Indebtedness shall be Indebtedness solely of the Issuer and (y) if such Indebtedness being Refinanced is subordinate or junior to the notes, then such Refinancing Indebtedness shall be subordinate to the notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.
“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary. For purposes of the notes and the Indenture, and the interpretation thereof, for all periods prior to the completion of the Spin-Off (including on and after the Issue Date), the former Subsidiaries of Manitowoc ParentCo that are now Subsidiaries of the Issuer as a result of the Spin-Off are deemed to have been Restricted Subsidiaries of the Issuer.
“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Issuer or a Restricted Subsidiary of any property, whether owned by the Issuer or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.
“S&P” means Standard & Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Securitization Entity” means a Wholly Owned Subsidiary of the Issuer (or another Person in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) that engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Issuer (as provided below) as a Securitization Entity; and
(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:
(a) is guaranteed by the Issuer or any Restricted Subsidiary of the Issuer (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings,
(b) is recourse to or obligates the Issuer or any Restricted Subsidiary of the Issuer (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or
(c) subjects any asset of the Issuer or any Restricted Subsidiary of the Issuer (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the
 
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accounts receivable and related assets being financed (whether in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets), retained or acquired by the Issuer or any Restricted Subsidiary of the Issuer;
(2) with which neither the Issuer nor any Restricted Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and
(3) to which neither the Issuer nor any Restricted Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.
Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.
“Separation and Distribution Agreement” means the Master Separation and Distribution Agreement between Manitowoc ParentCo and Manitowoc Foodservice, dated as of March 4, 2016.
“Significant Subsidiary,” with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Securities Act.
“Spin-Off” means the Internal Reorganization and the Distribution.
“Spin-Off Documents” means the Separation and Distribution Agreement, the Transition Services Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement, the Tax Matters Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by any of the foregoing.
“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer that are reasonably customary in an accounts receivable securitization transaction.
“Subordinated Indebtedness” means Indebtedness of the Issuer or any Guarantor that is subordinated or junior in right of payment to the notes or the Guarantee of such Guarantor, as the case may be.
“Subsidiary” with respect to any Person, means:
(1) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or through another Subsidiary, by such Person; or
(2) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or through another Subsidiary, owned by such Person.
“Tax Matters Agreement” means the Tax Matters Agreement between Manitowoc ParentCo and Manitowoc Foodservice, dated as of March 4, 2016.
“Term Loan B” means the $975,000,000 senior secured “tranche B” term loan to Manitowoc Foodservice made pursuant to the Term Loan B Facility.
 
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“Term Loan B Facility” means the $975,000,000 senior secured “tranche B” term loan facility due in 2023 under the Credit Agreement.
“Transactions” means (1) (A) the Spin-Off, (B) any other transactions contemplated by, or pursuant to, the Spin-Off Documents or otherwise in connection with the Spin-Off (including any cancellation or termination of Indebtedness, agreements, arrangements, commitments or understandings, including intercompany accounts payables, receivables or Indebtedness, between Manitowoc Foodservice or any of its Restricted Subsidiaries, on the one hand, and Manitowoc ParentCo or any of its other Subsidiaries, on the other hand, and making certain intercompany contributions and dividend payments) and (C) any other transactions pursuant to agreements or arrangements in effect on the Distribution Date on substantially the terms described in the Offering Circular, or any amendment, modification, addition or supplement thereto or replacement thereof, as long as the terms of such agreement or arrangement, as so amended, modified, added, supplemented or replaced are not materially more disadvantageous to the Holders when taken as a whole compared to the applicable agreements as described in the Offering Circular (as determined in good faith by the Issuer), (2) the issuance of the notes, (3) the entering into of the Credit Facilities and the borrowing of the term loan thereunder and (4) the payment of fees and expenses in connection with the foregoing.
“Transition Services Agreement” means the Transition Services Agreement between Manitowoc ParentCo and Manitowoc Foodservice, dated as of March 4, 2016.
“Treasury Securities” means any investment in obligations issued or guaranteed by the United States government or any agency thereof, in each case, maturing no later than July 1, 2016.
“Unrestricted Subsidiary” of any Person means:
(1) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Issuer may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that:
(1) the Issuer certifies to the Trustee that such designation complies with the covenant described under “—Certain Covenants—Limitation on Restricted Payments”; and
(2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries.
The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:
(1) immediately after giving effect to such designation, the Issuer is able to incur at least $1.00 of additional Indebtedness in compliance with clause (a) of the covenant described under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness”; and
(2) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.
Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.
 
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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.
“Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.
“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Restricted Subsidiary that is incorporated in a jurisdiction other than a State in the United States or the District of Columbia, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.
 
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 MANAGEMENT
Executive Officers of the Registrant
The following table sets forth information as of June 30, 2016 regarding our executive officers.

Name	  	Age	  	Position With The Registrant	
Hubertus M. Muehlhaeuser	  	46	  	President and Chief Executive Officer	
John O. Stewart	  	57	  	Senior Vice President and Chief Financial Officer	
Josef Matosevic	  	45	  	Senior Vice President and Chief Operating Officer	
Maurice D. Jones	  	56	  	Senior Vice President, General Counsel and Secretary	
Richard N. Caron	  	60	  	Senior Vice President Innovation	
Andreas G. Weishaar	  	42	  	Senior Vice President Strategy, Marketing and Human Resources	
Haresh Shah	  	47	  	Vice President Corporate Controller and Chief Accounting Officer	
Mr. Muehlhaeuser was appointed President and Chief Executive Officer of MFS effective July 28, 2015. Prior to his appointment, he had served as Managing Partner of Karl-H. Muehlhaeuser GmbH & Co K (a subsidiary of Mühlhäuser Holding GmbH (Switzerland)), a leader in the development, production, distribution and service of rail-bound and trackless tunneling and mining equipment from 2013 to 2015. Mr. Muehlhaeuser previously served as Senior Vice President and General Manager, Europe/Africa/Middle East for AGCO Corporation (NYSE: AGCO) (“AGCO”), a leading manufacturer and distributor of agricultural equipment and related replacement parts, in 2012. Prior thereto, he was Senior Vice President - Strategy & Integration and General Manager, Eastern Europe/Asia at AGCO from 2009 to 2011. From 2005 to 2011, Mr. Muehlhaeuser served as Senior Vice President - Strategy & Integration at AGCO, and from 2007 to 2011 he also served as General Manager - Engines. Prior to joining AGCO in 2005, he led the Global Strategy and Organization Practice at Arthur D. Little, Ltd., an international management consulting firm, was a member of the firm’s Global Management Team and was the firm’s Managing Director, Switzerland. Mr. Muehlhaeuser is also a member of the Board of FASTER S.p.A. (Italy) and Chairman of the Board of Mühlhäuser Holding GmbH (Switzerland), where he is still the majority shareholder. Mr. Muehlhaeuser studied Business Administration at the European Business Schools in Oestrich Winkel and London, as well as the Universidad Argentina de la Empresa, and holds a Master of Business Administration degree from EBS University of Business and Law.
Mr. Stewart was appointed Senior Vice President and Chief Financial Officer of MFS effective November 9, 2015. Prior to his appointment, his most recent position was Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Hostess Brands, Inc., a manufacturer and distributor of cake and bread products, which he held from 2010 until May 2013. From May 2013 until his appointment with MFS, Mr. Stewart was retired. Before joining Hostess Brands, Inc. in 2010, Mr. Stewart served as the Executive Vice President and Chief Financial Officer of Dr. Pepper Snapple Group, Inc. (NYSE: DPS), a publicly-traded carbonated soft drinks company, from 2006 until 2010. From 1990 to 2005, Mr. Stewart served in various finance roles within the business of Diageo PLC (NYSE: DEO), a publicly traded premium spirits business, including as the Chief Financial Officer of Diageo PLC’s subsidiary Diageo North America, Inc. from 2001 until 2004. Mr. Stewart holds a Bachelor of Accountancy degree from the University of Glasgow and is a member of the Institute of Chartered Accountants of Scotland.
Mr. Matosevic was promoted to Senior Vice President of Global Operational Excellence for MTW in 2014 after serving as the Executive Vice President - Global Operations and Purchasing for MTW Cranes since early 2012. Prior to joining MTW, Mr. Matosevic served in various executive positions with Oshkosh Corporation (NYSE: OSK), a designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies, from 2008-2012, including as that company’s Executive Vice President, Global Manufacturing Operations from 2010-2012, with responsibilities for the defense segment, global operating systems and lean deployment. He previously served as Vice President of Global Operations from 2005 to 2007 and Chief Operating Officer from 2007 to 2008 at Wynnchurch Capital/Android Industries, a sub-assembler and sequencer of complex modules for automotive original equipment manufacturers. Mr. Matosevic has over 20 years of global operating and business experience, with skills and experience in Lean Six Sigma practices, automation, and supply chain development.
 
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Mr. Jones was appointed Senior Vice President, General Counsel and Secretary of MFS effective September 1, 2015. Prior to the completion of the Spin-Off on March 4, 2016, Mr. Jones served as General Counsel and Secretary of MTW since 1999 and was elected its Vice President in 2002 and a Senior Vice President in 2004. Prior to joining MTW, Mr. Jones was a shareholder in the law firm of Davis and Kuelthau, S.C., and served as legal counsel for Banta Corporation.
Mr. Caron was promoted to Senior Vice President Innovation of MFS in 2015. Previously, he served as EVP Global Marketing and Innovation for MFS and as MFS’ Chief Technology Officer, a position that he has held since 2005 as a former Enodis employee. Under his leadership, Mr. Caron was instrumental in the development and success of the Education and Technology Center. He has also led a variety of new product development initiatives, which have helped distinguish the Company as a technology leader in the foodservice industry. Prior to MFS/Enodis, Mr. Caron served as Chief Executive Officer for the Moseley Corporation in Franklin, Massachusetts. Other key professional experience included serving as president and chief executive officer of TurboChef, Inc. in Dallas, Texas. Before TurboChef, Mr. Caron was managing director of the consumer products practice at Arthur D. Little (ADL) in Cambridge, Massachusetts. During his 19-year affiliation with ADL, Mr. Caron led many consulting assignments involving technology, strategy, and product development. In addition, Mr. Caron holds several patents in the foodservice industry, including automated frying and rapid cooking systems. Mr. Caron is a graduate of the Massachusetts Institute of Technology where he earned Master of Science and Bachelor of Science degrees in Chemical Engineering Practice.
Mr. Weishaar was appointed Senior Vice President Strategy, Marketing and Human Resources of MFS effective February 1, 2016. Prior to his appointment, he served ten years at AGCO Corporation (NYSE: AGCO) (“AGCO”), a leading manufacturer and distributor of agricultural equipment and related replacement parts. His most recent role at AGCO was as Vice President and General Manager of Global Green Harvesting, responsible for the company’s worldwide hay, forage and sugar business. Prior to joining AGCO, Mr. Weishaar was part of the Strategy & Organization practice of Arthur D. Little, where he worked in areas of strategy and organization, performance improvement and mergers & acquisitions. He holds a Master of Business Administration from the European Business School, Germany, and studied both at the Ecole Supérieure de Commerce de Dijon, France, and the Thunderbird School of Global Management, USA.
Mr. Shah was appointed Vice President Corporate Controller and Chief Accounting Officer of MFS effective June 13, 2016. Prior to his appointment he served as Vice President, Corporate Controller of Syniverse Technologies, LLC, a mobile communication services leader in mobile interoperability, mobile communications and mobile expertise, from 2012 until May 2016. He previously served in financial leadership roles at Amkor Technology, Inc., a leading provider of outsourced semiconductor packaging and test services, including Vice President, International Finance, from 2009 until 2012. Prior thereto, he held positions with increasing responsibility at Alcatel-Lucent, a provider of internet protocol (IP) and cloud networking and ultra-broadband access, from 2000 until 2008, including serving as Controller, Asia Pacific and China – Convergence Business Group. Mr. Shah earned a B.B.A. degree in accountancy from Baruch College and is a Certified Public Accountant.
Board of Directors of the Registrant
The following table sets forth information as of June 30, 2016 regarding our directors.

Name	  	Age	  	Position(s)	
Dino J. Bianco	  	54	  	Director	
Joan K. Chow	  	55	  	Director	
Thomas D. Davis	  	60	  	Director	
Cynthia M. Egnotovich	  	59	  	Director; Chairperson of the Board	
Timothy J. Fenton	  	58	  	Director	
Andrew Langham	  	43	  	Director	
Hubertus M. Muehlhaeuser	  	46	  	Director	
 
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Mr. Bianco is a member of our Board, the chairperson of the Audit Committee and a member of the Compensation Committee. Mr. Bianco was elected to the Board of Directors of MTW in May 2015 and served on MTW’s Board of Directors until the Spin-Off when he resigned from the Board. He formerly served as Executive Vice President (from 2012 to April, 2015) of Kraft Foods Group, Inc. (NASDAQ: KRFT) and President of its Beverages business (from 2013 to April, 2015). Kraft Foods Group, Inc., headquartered in Northfield, Illinois, is one of the largest consumer packaged food and beverage companies in North America. Mr. Bianco previously served as Senior Vice President of Kraft Foods Group, Inc. and President of Kraft Canada (2005-2012) and Vice President of Marketing for Kraft’s Beverages, Desserts, Grocery and Cereals businesses (2001 to 2005). Mr. Bianco joined Kraft in 1990 as Finance Manager and held several roles in finance, financial planning and analysis, sales strategy and marketing. Mr. Bianco is a Chartered Professional Accountant, and prior to joining Kraft he was employed by PricewaterhouseCoopers LLP. In addition Mr. Bianco is a past chair of Food and Consumer Products of Canada, past member of the Board of The Grocery Foundation, and past member of the Board of Trustees of the United Way of Toronto.
Mr. Bianco brings extensive relevant experience to MFS’ Board of Directors with his 25 years of financial, marketing and senior management experience with one of the largest food and beverage companies in North America. This experience is amplified by his service as past chair of Food and Consumer Products of Canada, past member of the Board of The Grocery Foundation, and past member of the Board of Trustees of the United Way of Toronto.
Ms. Chow is a member of our Board, the chairperson of the Compensation Committee and a member of the Corporate Governance Committee. Ms. Chow became a director of MTW in 2012 and served until the Spin-Off when she resigned. Ms. Chow joined the Greater Chicago Food Depository in February 2016 as Chief Marketing Officer. Prior to joining the Greater Chicago Food Depository, Ms. Chow was the Executive Vice President and Chief Marketing Officer at ConAgra Foods, Inc. (NYSE: CAG) from 2007 to August, 2015. ConAgra Foods, headquartered in Omaha, NE, is one of North America’s leading packaged food companies. Prior to joining ConAgra in 2007, Ms. Chow was employed for nine years with Sears Holdings Corporation in various marketing positions of increasing responsibility, having served as Senior Vice President/Chief Marketing Officer of Sears Retail immediately prior to taking the position with ConAgra. Prior to that, she served in executive positions with Information Resources Inc. and Johnson & Johnson Consumer Products, Inc. Ms. Chow currently serves on the Board of Feeding America, a leading hunger-relief charity in the United States.
Ms. Chow led ConAgra’s global marketing team, including integrated marketing planning, advertising, digital, social media, consumer insights, brand design, and multicultural marketing. Ms. Chow’s extensive leadership experience in marketing, advertising and consumer insights brings a valuable perspective to MFS’ Board of Directors.
Mr. Davis is a member of our Board, a member of the Audit Committee and a member of the Compensation Committee. Mr. Davis has served as Chairman, President and Chief Executive Officer of Viskase Companies, Inc. (“Viskase”), a meat casing company, since 2011, and as President and Chief Executive Officer of Viskase since 2007. Before joining Viskase in 2007, Mr. Davis served as President and Chief Executive Officer of Specialty Foods Group, Inc., a producer of premium meat products (2000 to 2006). He also served in various executive positions with Smithfield Foods, Inc. (1995 to 1999), and in various operational and financial roles with John Morrell & Company from 1980 until it was acquired by Smithfield Foods in 1995. Mr. Davis has an M.B.A. from Benedictine University and a B.S. from SUNY-Plattsburgh. Mr. Davis’s experience as Chief Executive Officer at two food processing companies, as well as his operational and financial background in the food processing industry, provide a valuable perspective to MFS’ Board of Directors.
Ms. Egnotovich is the Chairperson of the Board and the chairperson of the Corporate Governance Committee. Ms. Egnotovich was also a director of MTW from 2008 until the Spin-Off when she resigned from the MTW board. She served as President, Customer Service of Aerospace Systems of United Technologies Corporation (NYSE: UTX) from 2012 until her retirement in 2013. United Technologies Corporation (UTC),
 
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headquartered in Hartford CT, is a diversified company that provides a broad range of high-technology products and services to the global aerospace and building systems industries. The UTC Aerospace Systems Customer Service organization focused on program management of customer long-term agreements, sales, and technical support. Previous to her position with UTC, Ms. Egnotovich was Vice President (2002 to 2012) and Segment President, Nacelles and Interior Systems (2007 to 2012) of Goodrich Corporation. Goodrich Corporation was a leading aerospace manufacturer, located in Charlotte, NC, that was acquired by UTC in 2012. Ms. Egnotovich previously served as Segment President, Engine Systems (2005 to 2007); Segment President, Electronic Systems (2003 to 2005); and Segment President, Engine and Safety Systems (2002 to 2003), all at Goodrich Corporation. Ms. Egnotovich held other positions of increasing responsibility since joining Goodrich in 1986. Ms. Egnotovich also serves as a board member of Hexcel Corporation (NYSE: HXL) located in Stamford, CT.
Ms. Egnotovich brings senior management, accounting, and financial controls experience to MFS’ Board of Directors. Ms. Egnotovich’s financial controls and accounting expertise had their foundation when she served as a financial analyst and then controller of a division of Goodrich. From there she moved to other positions of increasing responsibility, serving as president of various business segments within Goodrich, and until 2013, as President, Customer Service of Aerospace Systems of UTC until her retirement in 2013. Her background and experience in finance, accounting, and senior management in various segments of large manufacturing companies make her well suited to serve on MFS’ Board of Directors.
Mr. Fenton is a member of the Board, a member of the Audit Committee and a member of the Compensation Committee. Mr. Fenton served as Chief Operating Officer of McDonald’s Corporation (NYSE: MCD), a publicly-traded franchisor and operator of restaurants, from July 2012 until his retirement on December 31, 2014. In his role as Chief Operating Officer, Mr. Fenton was responsible for global supply chain, franchising and development. Prior to becoming Chief Operating Officer, Mr. Fenton served as President, McDonald’s Asia/Pacific, Middle East and Africa, with responsibility for operations in 38 countries at more than 8,800 restaurants (January 2005 to June 2012), and as President, East Division for McDonald’s USA (May 2003 to January 2005). Prior to his retirement, Mr. Fenton was employed by McDonald’s Corporation for more than 40 years. Mr. Fenton also owns and manages ten McDonald’s Corporation franchises in Florida.
Mr. Fenton’s experience in senior leadership roles at one of the world’s largest fast-food restaurant companies, with oversight for major market operations and key corporate functions including global supply chain, gives him an industry perspective that is valuable to MFS’ Board of Directors.
Mr. Langham is a member of the Board, a member of the Corporate Governance Committee and a member of the Audit Committee. Mr. Langham has been General Counsel of Icahn Enterprises L.P. (NASDAQ: IEP), a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, real estate and home fashion, since 2014. From 2005 to January 2015, Mr. Langham was Assistant General Counsel of Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Langham was an associate at Latham & Watkins LLP focusing on corporate finance, mergers and acquisitions, and general corporate matters. Mr. Langham has been a director of: Freeport McMoRan Inc. (NYSE: FCX), the world’s largest publicly traded copper producer, since October 2015; CVR Partners LP (NYSE: UAN), a nitrogen fertilizer company, since September 2015; CVR Refining, LP (NYSE: CVRR), an independent downstream energy limited partnership, since September 2014; and CVR Energy, Inc. (NYSE: CVI), a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries, since September 2014. CVR Partners, CVR Refining and CVR Energy are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has non-controlling interests in Freeport-McMoRan through the ownership of securities. Mr. Langham received a B.A. from Whitman College, and a J.D. from the University of Washington.
Mr. Langham’s legal background, particularly his expertise in corporate matters, finance, and mergers and acquisitions, provides a valuable perspective to MFS’ Board of Directors. His connection with the food packaging business will provide additional insight as a Board member. As General Counsel of Icahn Enterprises L.P. he also brings relevant experience with corporate governance, compliance, and regulatory matters.
 
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Mr. Muehlhaeuser’s biographical information is set forth above under “Executive Officers of the Registrant.”
As the President and Chief Executive Officer of MFS Mr. Muehlhaeuser’s day-to-day leadership of the business provides an invaluable contribution to the MFS Board of Directors. His prior senior management experience in equipment and manufacturing industries and his multi-functional expertise, including strategy and integration, operational execution, financial acumen, capital markets knowledge, and strong channel and brand management, offers MFS a unique set of skills as it positions itself for long-term, sustainable growth.
Director Independence
NYSE rules require that our Board have a majority of independent directors. Our Board has a majority of independent directors, and our Board committees are comprised of only independent directors.
Committees of the Board
Our Board has the following committees, each of which operates under a written charter, which is posted on our website.
Audit Committee
The Audit Committee was established in accordance with Section 3(a)(58)(A) and Rule 10A-3 under the Exchange Act and is comprised of Dino J. Bianco, Thomas D. Davis, Timothy J. Fenton and Andrew Langham. The responsibilities of our Audit Committee include, among other duties, overseeing:
 
 	•	 	our independent auditors’ qualifications, independence, performance and interactions with management;	
 
 	•	 	management’s review of our annual audited financial statements;	
 
 	•	 	the integrity of our financial statements, including the use of any unusual accounting methods and any issues resulting from the use of such methods;	
 
 	•	 	earnings releases and other public financial communications;	
 
 	•	 	the performance of our internal auditors and internal audit function;	
 
 	•	 	internal procedures for the receipt, retention and treatment of complaints regarding our accounting, internal accounting controls or auditing matters;	
 
 	•	 	our compliance with legal and regulatory requirements; and	
 
 	•	 	our guidelines and policies with respect to risk assessment and risk management.	
The Audit Committee consists entirely of independent directors, each of which meets the independence requirements set forth in the listing standards of the NYSE, Rule 10A-3 under the Exchange Act and the Audit Committee charter. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise as such terms are interpreted by our Board in its business judgment.
Compensation Committee
Our Compensation Committee is comprised of Joan K. Chow, Dino J. Bianco, Thomas D. Davis and Timothy J. Fenton. The responsibilities of our Compensation Committee include the following:
 
 	•	 	reviewing and approving corporate goals and objectives relevant to executive compensation;	

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 	•	 	setting compensation policy and administering compensation plans on behalf of the Board;	
 
 	•	 	reviewing and recommending to the Board for approval the compensation of the Chief Executive Officer and other key executives;	
 
 	•	 	annually appraising the Chief Executive Officer’s performance;	
 
 	•	 	evaluating compensation levels and payouts for the Chief Executive Officer and other executives against an appropriate comparison group;	
 
 	•	 	reviewing and commenting on strategic and financial plans to determine their relationship to the compensation program;	
 
 	•	 	reviewing and approving new compensation plans;	
 
 	•	 	recommending pay levels for non-employee Board members;	
 
 	•	 	reviewing and approving, in coordination with the Audit Committee, the contents of SEC and other regulatory filings relating to compensation matters, including the Compensation Discussion and Analysis and related executive compensation disclosures.	
The Compensation Committee consists entirely of independent directors, each of which meets the independence requirements set forth in the listing standards of the NYSE and the Compensation Committee charter. The members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act) and “outside directors” (within the meaning of Section 162(m) of the Code).
Corporate Governance Committee
Our Corporate Governance Committee is comprised of Cynthia M. Egnotovich, Andrew Langham and Joan K. Chow. The responsibilities of our Corporate Governance Committee include the following:
 
 	•	 	evaluating and recommending current directors for re-election and new candidates to fill existing or expected vacancies;	
 
 	•	 	recommending the frequency, agenda, location and timing of Board meetings to the Chief Executive Officer;	
 
 	•	 	reviewing the size, composition and independence of the Board, as well as the number and structure of Board committees;	
 
 	•	 	reviewing validly submitted stockholder proposals;	
 
 	•	 	reviewing our stock ownership guidelines and monitoring directors’ compliance with the stock ownership guidelines; and	
 
 	•	 	facilitating an executive session at each regular Board meeting for non-management directors.	
The Corporate Governance Committee consists entirely of independent directors, each of which meets the independence requirements set forth in the listing standards of the NYSE and the Corporate Governance Committee charter.
Meetings
During the fiscal year ended December 31, 2015, our Board met one time while we were still a subsidiary of MTW. All members of the Board attended at least 75 percent of the meetings held by the Board and the committees on which they served.
 
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Code of Conduct
We have adopted a written code of conduct, or the “Code of Conduct,” that applies to all of our employees. The Code of Conduct reflects our commitment to operate our business in a manner that meets the highest ethical standards. It includes or refers to policies and rules that cover ethical and legal practices for nearly every aspect of our business. A copy of the Code of Conduct is posted on our website at www.manitowocfoodservice.com.
Director Nomination Process
We have adopted corporate governance guidelines that contain information concerning the responsibilities of the Corporate Governance Committee with respect to identifying and evaluating future director candidates.
The Corporate Governance Committee will evaluate future director candidates in accordance with the director membership criteria described in our corporate governance guidelines. The Corporate Governance Committee will evaluate a candidate’s qualifications to serve as a member of our Board based on the skills and characteristics of individual directors as well as the composition of our Board as a whole. In addition, the Corporate Governance Committee will evaluate a candidate’s professional skills and background, areas of expertise, experience in relevant industries, age, diversity, geographic background and number of other directorships, along with qualities expected of all directors, including integrity, judgment, acumen and the time and ability to make a constructive contribution to our Board. The Corporate Governance Committee, along with our Board, will consider a candidate in the context of our Board as a whole to determine the appropriate mix of backgrounds and experiences among our Board members as we believe that varying viewpoints better represent our stockholders, employees, business partners and consumers and contribute to a more informed and effective decision-making process.
Communication with Non-Management Members of Our Board of Directors
Information for stockholders and other parties interested in communicating with our Board or our independent directors, individually or as a group, is posted on our website as part of our corporate governance guidelines. Our vice president of investor relations and/or our general counsel will forward such communications to the Board or to individual directors, as applicable. Any communication that our vice president of investor relations or our general counsel determines, in his or her discretion, to be offensive, dangerous, harmful, illegal, illegible, not understandable or nonsensical may, at the option of such person, not be forwarded. Neither MFS nor the Board nor any director shall be obligated to send any reply or response to the interested party, except to indicate to the interested party, if requested, whether the interested party’s communication was forwarded to the Board or the applicable Board member.
Stock Ownership Guidelines
Our corporate governance guidelines contain stock ownership guidelines for non-management directors. The guidelines provide that each non-management director should acquire and hold an amount of our stock with a value at least equal to five times the director’s total annual cash retainer, excluding any meeting fees or any additional retainer for committee chair positions. The guidelines require the stock ownership amount to be met by the end of the fifth full calendar year after the director is first elected to the Board, or in the case of directors who were previously members of the MTW board of directors, by the end of the later of (a) the end of the fifth full calendar year after the director was first appointed or elected as a member of the MTW board of directors, or (b) the end of the third full calendar year after the Spin-Off. Directors are required to retain net shares upon vesting of equity awards until achieving the stock ownership guideline.
For purposes of the guidelines, stock ownership includes shares owned outright, restricted stock and restricted stock units, but does not include unexercised stock options. As of June 30, 2016, each of the directors to whom these guidelines applied was either in compliance or expected to be in compliance within the five-year time period provided for initial compliance.
 
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Compliance will be measured annually at the first Board meeting in a given year, and will be based on each director’s stock ownership and the stock price as of the close of business on the last day of the preceding calendar year.
 COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The following section is designed to assist in understanding the objectives of the executive compensation program of MTW prior to the Spin-Off and some aspects of MFS’ executive compensation program after the Spin-Off, the different components of compensation paid to the persons identified in the 2015 Summary Compensation Table below, who are referred to collectively as our named executive officers, and the basis for the compensation decisions affecting those persons. Mr. Muehlhaeuser and Mr. Stewart are identified as named executive officers because they are serving as, respectively, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer following the Spin-Off. The other named executive officers are identified as such because they were the three most highly compensated executive officers of MTW during 2015 who are also serving as executive officers of MFS after the Spin-Off. This discussion and analysis should be read together with the compensation tables located elsewhere in this prospectus.
The information provided for 2015 and any prior periods reflects compensation earned at MTW or its subsidiaries for each of the named executive officers based on their respective roles with MTW or its subsidiaries during 2015 or such prior periods, if any, and the design and objectives of MTW’s executive compensation programs in place prior to the Spin-Off.
All 2015 executive compensation decisions for our named executive officers prior to the Spin-Off were made or overseen by the Compensation Committee of the Board of Directors of MTW (the “MTW Compensation Committee”). Executive compensation decisions following the Spin-Off are being made by the Compensation Committee of the Board of Directors of MFS (the “MFS Compensation Committee”). This Compensation Discussion and Analysis describes some aspects of our compensation programs for our named executive officers following the Spin-Off.
2015 Say-on-Pay Advisory Vote
In 2015, MTW’s say-on-pay advisory vote received support from over 98% of shares voted. We believe that this result demonstrated a strong endorsement by MTW’s shareholders of its executive compensation program design, decisions and policies. The vote was one of many factors considered by the MTW Compensation Committee in reviewing its executive compensation program. MTW did not make any changes to its executive compensation program in direct response to this vote.
Compensation Program Administration
The MFS Compensation Committee is, primarily responsible for administering our executive compensation program. That role entails reviewing and approving all elements of the executive compensation program that cover the named executive officers. The review includes an annual consideration of business strategy and talent needs and alignment of compensation to performance and stockholder interests. MTW previously engaged, and post Spin-Off, MFS has also engaged Willis Towers Watson to assist with its duties.
Compensation Strategy
MTW’s executive compensation program has been intended to align the interests of its executives with the interests of its shareholders as well as to motivate its executives to maximize long-term total returns to its shareholders. For these reasons, the MTW Compensation Committee has designed the executive compensation program consistent with market typical/best practices to ensure strong alignment between executive pay and MTW’s performance. A strong element of the design has been to provide incentive-based compensation that is directly tied to MTW’s performance. The MTW Compensation Committee has annually reviewed the key elements of the program considering
 
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MTW’s business strategy and talent needs. MTW’s executive compensation program has sought to provide competitive total compensation opportunities, at costs to MTW that are consistent with the opportunities provided, to attract, motivate and retain highly-qualified executives critical to the achievement of MTW’s financial and strategic goals.
Key objectives and elements of the philosophy have included the following:
 
 	•	 	Paying for performance . A significant portion of the compensation paid to executives of MTW and its former subsidiaries including MFS has been incentive-based and “at risk,” and could be earned based on the achievement of MTW’s financial goals and/or stock price appreciation. (Incentive awards based on achievement of specific goals have been capped at 200% of the targeted award opportunity.) As previously disclosed by MTW, in January 2015, in view of its intention to pursue the Spin-Off, the MTW Compensation Committee determined that it would not serve the interests of MTW to grant to executive officers performance shares in 2015 (in addition to stock options), which would have a multi-year performance period. Instead, given the difficulty of goal setting as a result of the announced intention to separate into two independent, publicly-traded companies by the end of the first quarter of 2016, as well as the additional retentive value of stock options and restricted stock, in 2015 the executive officers of MTW received a grant of restricted stock units (weighted 50%) and stock options (weighted 50%).	
 
 	•	 	Providing market competitive compensation . Pay levels have been targeted to be, on average, at market median levels based on individual factors (such as experience, length of service, time in their role, and individual performance), internal structure and internal and external equity, business needs, MTW’s performance, comparable positions at general industrial companies of similar size, and other factors.	
 
 	•	 	Encouraging long service . MTW has offered several retirement and savings plans, which pay benefits after retirement and provide employees with the opportunity to earn employer contributions or save pre-tax dollars for retirement.	
 
 	•	 	Facilitating executive stock ownership . Long-term incentive awards to executives of MTW have been solely equity-based, and executive officers of MTW have been subject to stock ownership guidelines, including a potential retention requirement, to ensure meaningful ongoing alignment with shareholders’ interests, although comparator groups have been used when considering specific components of compensation.	
Actual total compensation has been subject to variation from target compensation based on the individual’s performance and MTW’s financial and stock price performance. In accordance with SEC proxy disclosure rules, the Summary Compensation Table below shows the grant date fair value of long-term incentive (LTI) grants, which is often very different from the actual realized and realizable/current values (if any amount is even earned) of such awards. The MTW Compensation Committee has reviewed annually officer pay tally sheets detailing the past several years of actual and target compensation, outstanding long-term incentive awards (including the potential realizable value at various stock prices), accumulated deferred compensation balances, and potential change-in-control severance amounts.
In connection with its executive compensation determinations, MTW has reviewed third-party market survey data among comparable companies and broader market trends/developments, as provided by the MTW Compensation Committee’s compensation consultant, which in 2015 was Willis Towers Watson. Given the range of its businesses prior to the Spin-Off, in setting market-based pay levels MTW has generally reviewed market data provided from surveys of comparably-sized general industrial companies; a specific peer group has not typically been used, although comparator groups have been used when considering specific components of compensation. Survey data of comparable positions has been analyzed annually in considering adjustments to base salaries and target short-term and long-term incentive award opportunities. Survey data has also been reviewed periodically to help maintain the competitiveness of all elements of compensation.
 
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 EXECUTIVE COMPENSATION
Compensation Elements. MTW’s executive compensation program is described in more detail below, by element and in total.

Element	  	Purpose	  	Characteristics	
Base Salary	  	Establish a certain element of pay for an individual’s competencies, skills, experience and performance relative to his/her current job	  	Not at risk; eligible for annual performance-based merit increase consideration and adjustments for changes in job responsibilities	
			
Short-Term Incentives	  	Motivate and reward the achievement of annual MTW financial goals aligned to the key strategic objectives for the year	  	Performance-based (variable) cash opportunity; amount earned will vary based on actual company financial results achieved	
			
Long-Term Incentives(1)	  	Motivate and reward the achievement of specific financial goals, Relative TSR performance and stock price appreciation over time for the prior fiscal year award(1)	  	All of the award opportunity is performance-based with the amount realized, if any, by the executive dependent upon multi-year company financial results and stock price performance(1)	
			
Retirement Benefits	  	Encourage long service with MTW by providing retirement plan contributions that can grow in value over an executive’s career	  	Both fixed and variable aspects; contributions drive growth of funds and future payments	
			
Benefits and Perquisites	  	Provide additional financial security and other enhanced benefits for executives (perquisites are limited)	  	Generally fixed; actual cost is based on participation and usage	
			
Change in Control (“CIC”) Continued Employment and Severance Benefits	  	Provide continuity of the leadership team leading up to and after a change in control	  	Contingent component; provides for continued employment upon a CIC and severance benefits if an executive’s employment is terminated following a CIC	
 
(1)	As previously disclosed by MTW, in January 2015, in view of its intention to pursue the Spin-Off, the MTW Compensation Committee determined that it would not serve the interests of MTW to grant to executive officers performance shares in 2015 (in addition to stock options), which would have a multi-year performance period. Instead, given the difficulty of goal setting as a result of the announced intention to separate into two independent, publicly-traded companies by the end of the first quarter of 2016, as well as the additional retentive value of stock options and restricted stock, in 2015 the executive officers of MTW received grants of restricted stock units (weighted 50%) and stock options (weighted 50%).	
In setting total compensation, MTW has applied a consistent approach for all of its executive officers. Executive officers also have been eligible to receive base salary and incentive pay increases at the time of promotions. In connection with promotions, the MTW Compensation Committee may have increased base salary and target incentive award percentages, and made additional incentive grants. Prior to August 2015, Mr. Muehlhaeuser was not an executive officer of MTW, and his compensation was determined through arm’s length negotiations in connection with his recruitment to be an executive officer of MTW prior to the Spin-Off and then become MFS’ President and Chief Executive Officer following the Spin-Off, as described further below. Prior to November 2015, Mr. Stewart was not an executive officer of MTW, and his compensation was determined through arm’s length negotiations in connection with his recruitment to be an employee of MTW prior to the Spin-Off and then become MFS’ Senior Vice President and Chief Financial Officer following the Spin-Off, as described further below.
 
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Additional detail regarding each pay element is presented below. Other than the Change in Control Severance Arrangements (Contingent Employment Agreements) and Messrs. Muehlhaeuser’s and Stewart’s employment agreements described below, MTW did not have employment agreements with any of our named executive officers. After the Spin-Off, however, we adopted a form of employment agreement for use with members of our senior management team, and on April 27, 2016, we entered into such agreements with Messrs. Matosevic, Jones and Caron. These employment agreements set forth certain elements of our named executive officers’ compensation, as described below.
Base Salaries . MTW reviewed salaries annually, and based adjustments, if any, on consideration of MTW’s overall budget for base salaries for the year, individual factors (competencies, skills, experience, and performance), internal equity, and market pay practice data. Based upon the survey data provided by the MTW Compensation Committee’s compensation consultant, the base salaries for the named executive officers, on average, continued to approximate the median of base salaries of comparable positions, considering an individual’s experience, performance and other factors. In connection with the recruitment of Mr. Muehlhaeuser to serve as our President and Chief Executive Officer after the Spin-Off, MTW negotiated an annual base salary for Mr. Muehlhaeuser of $800,000. In connection with the recruitment of Mr. Stewart to serve as our Senior Vice President and Chief Financial Officer after the Spin-Off, MTW negotiated an annual base salary for Mr. Stewart of $540,000.
Incentive Plans . MTW provided annual and long-term incentive award opportunities to motivate the achievement of the business strategy by specifying key metrics of success. In order to strongly drive results and align performance and payouts, the incentive plans each:
 
 	•	 	Included multiple performance measures;	
 
 	•	 	Had target performance goals set based on forecasts/budget, business conditions, prior year’s performance, probability of achievement and other factors;	
 
 	•	 	Had varied payouts commensurate with performance results (with potential payouts capped at 200% of the target award opportunity for goal-based plans); and	
 
 	•	 	Covered different time periods (annual incentive plan covers one year and long-term incentives typically cover three years (or more for stock options) with an ongoing stock ownership requirement).	
MTW elected to use a combination of performance measures to ensure management was motivated and rewarded for earnings growth, cash flow generation, efficient use of capital and total shareholder returns. Accordingly, the annual incentive plan and performance share component of the long-term incentive plan each used two or more performance metrics (that are not duplicated between the plans), which could change from year-to-year to reflect the critical areas of focus for the respective performance period. The MTW Compensation Committee believed that, collectively, the performance metrics used would best drive long-term shareholder value and align management rewards to MTW’s business strategy.
2016 Incentive Plan Changes. Following the Spin-Off in early 2016, MFS established annual and long-term incentive award opportunities for its executive officers. The annual incentive awards included performance goals based on free cash flow, operating margin and organic net sales growth. The long-term incentive awards consisted of 25% stock options with 4-year ratable vesting and 75% performance shares that will be earned or forfeited based on performance as measured by cumulative fully diluted earnings per share and return on invested capital over a 3-year performance period. The details of these awards to our named executive officers will be disclosed as required by applicable SEC regulations in MFS’ proxy statement for its annual meeting in 2017.
2015 Short-Term Incentives . Annual incentive awards for 2015 were made under MTW’s 2013 Omnibus Incentive Plan, but are referred to in this prospectus as having been made under MTW’s Short-Term Incentive Plan (“STIP”). The annual or short-term incentives were intended to reward eligible participants for maximizing shareholder value.
 
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The 2015 STIP award for Corporate Officers, including Messrs. Matosevic, Jones and Caron, was based thirty-five percent (35%) on operating earnings, thirty-five percent (35%) on free-cash flow, and thirty percent (30%) on return on invested capital. As described above under “2016 Incentive Plan Changes,” following the Spin-Off in early 2016, MFS established annual incentive award opportunities for its executive officers with performance goals based on free cash flow (weighted 30%), operating margin (weighted 35%) and organic net sales growth (weighted 35%).
The 2015 target annual incentive award percentages assigned to these named executive officers ranged from 50% to 100% of base salary, based on the position’s responsibilities and business impact. Awards earned under the STIP could range from 0% to 200% of an individual’s target award opportunity based on actual business results versus the target performance goals for the year. Earned awards, if any, would be fully paid out after the end of the year.
In connection with the recruitment of Mr. Muehlhaeuser to serve as our President and Chief Executive Officer after the Spin-Off, MTW agreed that Mr. Muehlhaeuser would participate in the STIP with a target annual incentive award of 100% of his base salary. The 2015 award was pro-rated based on Mr. Muehlhaeuser’s date of hire, which was August 3, 2015. The 2015 award opportunity was based on the same performance goals described above for the other named executive officers, and weighted 50% on Corporate performance and 50% on Foodservice performance.
In connection with the recruitment of Mr. Stewart to serve as our Senior Vice President and Chief Financial Officer after the Spin-Off, MTW agreed that Mr. Stewart would participate in the STIP with a target annual incentive award of 70% of his base salary. The 2015 award was guaranteed at 100% of the target but pro-rated based on Mr. Stewart’s date of hire, which was November 9, 2015.
The potential dollar range of the 2015 annual incentive awards when they were initially granted, by named executive officer, is presented in the Grants of Plan-Based Awards table. Except for the guaranteed amount for Mr. Stewart referenced in the preceding paragraph, in March 2016, however, it was determined that no amounts were earned by any of the named executive officers under the 2015 STIP.
The STIP allowed the MTW Compensation Committee to apply discretion in considering potential adjustments (e.g., certain accounting charges such as bad debt and inventory reserve expenses as well as research and development costs) presented by management to assess performance of continuing operations. In practice, the MTW Compensation Committee made a limited number of adjustments, which, for awards to be earned by executives during a particular year, must be determined no later than MTW’s Compensation Committee’s February meeting.
2015 Long-Term Incentives . Long-term incentive award grants for 2015 were made prior to the Spin-Off under the MTW 2013 Omnibus Incentive Plan, which was approved by shareholders of MTW at the MTW 2013 Annual Meeting and replaced the MTW 2003 Incentive Stock and Awards Plan (the “2003 Stock Plan”). Prior to 2014, long-term incentive awards were granted under the 2003 Stock Plan.
Long-term incentive awards were intended to align the interests of executives with those of MTW shareholders by allowing executives to share in the growth and financial success of MTW, as reflected in MTW’s stock price and other performance measures. In addition, long-term incentive awards facilitated the attraction, retention and motivation of executives and key employees.
From 2011 to 2014, all of the long-term award opportunity for senior executives of MTW had been “at-risk” - requiring achievement of specific multi-year financial goals or stock price appreciation. From 2010 to 2015; the executive officers of MTW did not receive time-based restricted stock grants. However, as described above, in 2015, due to the then-anticipated Spin-Off, the senior executives of MTW were granted time-based restricted stock units rather than performance shares. In addition, MTW made equity-based retention awards to certain key
 
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employees, including Messrs. Matosevic and Jones, to provide additional incentive for the employees to continue in employment and contribute toward the successful completion of the contemplated Spin-Off. These retention awards are described in greater detail below.
Stock Options . Stock options align executives’ interests with those of shareholders, since options only have realizable value if the price of MTW stock increases relative to the grant/exercise price. Stock options granted to the named executive officers during fiscal 2015 had the following terms:
 
 	•	 	Exercise price is the closing trading price of MTW stock on the grant date;	
 
 	•	 	Vest annually in 25% increments beginning on the first anniversary of the grant date and continuing on each subsequent anniversary until the fourth anniversary; and	
 
 	•	 	Expire 10 years after the grant date.	
In connection with Mr. Muehlhaeuser’s recruitment to be our President and Chief Executive Officer, MTW granted him an initial award of non-qualified stock options under the MTW 2013 Omnibus Incentive Plan with a fair market value of $1,000,000 upon the commencement of his employment with MTW. The stock options will vest in four equal annual installments on the anniversary of the grant date; however, if Mr. Muehlhaeuser is terminated for any reason other than for cause (as defined in his employment agreement), no less than one half of the stock options will immediately vest. Mr. Muehlhaeuser will also be eligible for future long-term incentive awards. Under his employment agreement, his long-term incentive award grant target is $2,000,000 per year.
In connection with Mr. Stewart’s recruitment to be our Senior Vice President and Chief Financial Officer, MTW granted him an initial award of non-qualified stock options under the MTW 2013 Omnibus Incentive Plan with a fair market value of $700,000 upon the commencement of his employment with MTW. The stock options will vest in four equal annual installments on the anniversary of the grant date; however, if Mr. Stewart is terminated for any reason other than for cause (as defined in his employment agreement), no less than one quarter of the stock options will immediately vest. Mr. Stewart will also be eligible for future long-term incentive awards. Under the terms of his employment agreement, Mr. Stewart’s long-term incentive award grant target is $700,000 per year.
Restricted Stock Units . In 2015, MTW granted the named executive officers other than Messrs. Muehlhaeuser and Stewart time-based restricted stock units which vest 100% on the third anniversary of the grant date. The MTW Compensation Committee decided to grant these units rather than performance shares in 2015 due to the then-anticipated Spin-Off.
Performance Shares . Performance share award opportunities were provided to the named executive officers (other than Messrs. Muehlhaeuser and Stewart) in years prior to 2015 to directly align the shares earned, if any, to the achievement of specific multi-year goals. The goals and the performance period were established by the MTW Compensation Committee at the time of the award grant.
2014 Performance Share Grant . The 2014 performance share grant could be earned based on performance over the three-year performance period from January 1, 2014 through December 31, 2016 on the following two equally-weighted measures:
 
 	•	 	3-year cumulative EVA®. EVA is a metric developed by Stern Stewart & Co. that measures the economic profit generated by a business and is equal to the difference between the following:	
 
 	•	 	Net operating profit after tax, defined as operating earnings adjusted to eliminate the impact of, among other items, certain accounting charges such as bad debt and inventory reserve expenses, and research and development costs; and	
 
 	•	 	A capital charge, defined as capital employed multiplied by the weighted average cost of capital.	
 
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 	•	 	3-year Relative TSR, which assessed MTW’s Total Shareholder Return (“TSR”) - equal to stock price appreciation plus the reinvestment of dividends provided to shareholders relative to a comparator group of 19 direct peers and industrial companies (listed below). Since the comparator group was used for performance, not pay levels, there are some TSR peers that were significantly smaller and larger than MTW. TSR was calculated using the 20-trading-day average closing price at the start and end of the three-year performance cycle. Awards could not exceed target if MTW’s TSR were negative, as assessed at the end of the three-year performance cycle. As described above under “2016 Incentive Plan Changes,” following the Spin-Off in early 2016, MFS established long-term incentive award opportunities for its executive officers consisted of 25% stock options with 4-year ratable vesting and 75% performance shares that will be earned or forfeited based on performance as measured by cumulative fully diluted earnings per share and return on invested capital over a 3-year performance period. The details of these awards to our named executive officers will be disclosed as required by applicable SEC regulations in MFS’ proxy statement for its annual meeting in 2017.	
In view of the Spin-Off, the Board of MTW prior to the Spin-Off agreed that the 2014 performance share award would be paid-out at target at the end of the three-year performance period.
The following is the comparator group of direct peers and industrial companies used for determining Relative TSR performance for the 2014 performance share grants:

Actuant Corporation	  	Illinois Tool Works Inc.	  	Oshkosh Corporation	
Astec Industries, Inc.	  	Ingersoll-Rand plc	  	Pentair plc	
Briggs & Stratton Corp.	  	Joy Global Inc.	  	SPX Corporation	
Caterpillar Inc.	  	Kennametal Inc.	  	Standex International Corp.	
Cummins Inc.	  	Lincoln Electric Holdings Inc.	  	Terex Corp.	
Dover Corp.	  	Middleby Corp.	  	Timken Co.	
Graco Inc.	  		  		
Consistent with MTW’s pay-performance philosophy and current market practices, with pay approximating median levels for median performance, the target award opportunity for the Relative TSR performance shares would be earned for Relative TSR performance at the median. The payout schedule for the Relative TSR portion of the performance share grants was as follows:

Performance Level	  	MTW’s Relative TSR Performance	  	Award Payout (as a % of Target)	
Maximum	  	75th Percentile	  	200%	
Target	  	50th Percentile	  	100%	
Threshold	  	25th Percentile	  	25%	
As described below under the heading “Treatment of Equity-Based Awards in the Spin-Off,” in connection with the Spin-Off, the 2014 performance share grants were deemed bifurcated into two separate awards: (1) a modified award covering MTW common stock; and (2) a new award of the same type covering MFS common stock. Each of these two awards is subject to the same terms and conditions after the Spin-Off as the terms and conditions applicable to the original MTW award prior to the spin-off, except that, because the performance goals for the 2014 performance share grants related to a performance period that was incomplete at the time of the Spin-Off, the performance goals were deemed met at the target level and the number of performance shares was calculated with no proration, but the performance shares remain subject to continued time-based vesting until the end of the applicable performance period (i.e., December 31, 2016).
2013 Performance Share Grant . The 2013 performance share grant was based on performance on two equally-weighted measures (Debt Reduction and Relative TSR) over the three-year performance period from January 1, 2013 through December 31, 2015. Debt reduction was the decrease in the balance of outstanding loans and other debt over the performance period and directly reflected MTW’s ability to generate cash flow that could be used to reduce MTW’s outstanding debt. Relative TSR is defined above.
 
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2016 Performance Share Grants . MFS made performance share grants following the Spin-Off in March 2016. These performance share grants do not use TSR as a performance measure. Instead, these performance shares will use a combination of cumulative earnings per share over a three-year period and cumulative return on invested capital over a three-year period as performance measures. The grants will be disclosed as required by applicable SEC regulations in MFS’ proxy statement for its annual meeting in 2017.
Retention Awards. In April 2015, MTW made equity-based retention awards to certain key employees, including Messrs. Matosevic and Jones, to provide additional incentive for the employees to continue in employment and contribute toward the successful completion of the then-contemplated Spin-Off. The retention awards consisted of shares of MTW common stock that would vest on the second anniversary of the Spin-Off if the employee was continuously employed with MTW or an affiliate through the second anniversary of the effective date of the Spin-Off. The shares would earlier vest in full upon termination of the employee as a result of death, disability or retirement upon or following the Spin-Off. The shares would also vest in full upon an involuntary termination of the employee, other than for cause, by MTW, or a termination by the employee for good reason, regardless of whether the Spin-Off had then occurred. The number of shares subject to the retention award granted to Messrs. Matosevic and Jones, as disclosed in the Grants of Plan-Based Awards table, was determined based on a target dollar value equal to a percentage of the officer’s base salary and the share price on the date of grant. For Mr. Matosevic, the percentage was 100% of base salary, and for Messrs. Jones, the percentage was 150% of base salary.
Grant Guideline Development . The MTW Compensation Committee set award guidelines for each officer (other than Mr. Muehlhaeuser, who did not become an executive officer until August 3, 2015, and Mr. Stewart, who did not become an employee until November 9, 2015) and job classification level based upon survey market median levels and MTW’s recent average stock price. Mr. Muehlhaeuser’s 2015 award was determined based on market data and arm’s length negotiations in connection with Mr. Muehlhaeuser’s recruitment to be our President and Chief Executive Officer. Mr. Stewart’s 2015 award was determined based on market data and arm’s length negotiations in connection with Mr. Stewart’s recruitment to be our Senior Vice President and Chief Financial Officer. For the other officers, the approximate 20-trading-day average closing price of MTW stock ending on the date of the February MTW Compensation Committee meeting was used for determining the grant levels. The actual grant price and accounting expense for all officers were determined at the date of grant.
The grant date fair value of the 2015 stock option grants and restricted stock unit awards, which each represented approximately 50% of the award guidelines, is presented in the Grants of Plan-Based Awards table. The ultimate value, if any, which will be realized, is not determinable at the date of grant.
Treatment of Equity-Based Awards in the Spin-Off . Our named executive officers and other executive officers were treated like our other similarly-situated employees with respect to the impact of the Spin-Off on equity-based awards. Each outstanding MTW stock option, restricted share, restricted stock unit and performance share was treated in a manner similar to that experienced by MTW shareholders with respect to their MTW common stock. More specifically, each of these awards was deemed bifurcated into two separate awards: (1) a modified award covering MTW common stock; and (2) a new award of the same type covering MFS common stock. Each of these two awards is subject to the same terms and conditions after the Spin-Off as the terms and conditions applicable to the original MTW award prior to the Spin-Off, except:
 
 	•	 	with respect to each modified stock option award covering MTW common stock and new stock option award covering MFS common stock, the per-share exercise price for such award is subject to adjustment so that the two awards, together, will retain, in the aggregate, the same intrinsic value that the original MTW stock option award had immediately prior to the Spin-Off (subject to rounding);	
 
 	•	 	with respect to performance shares subject to performance goals relating to performance periods that were incomplete at the time of the Spin-Off, the performance goals were deemed met at the target level and the number of performance shares was calculated with no proration, but the performance shares will remain subject to continued time-based vesting until the end of the applicable performance period.	
 
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 	•	 	with respect to any continuous employment requirement associated with any equity-based incentive awards, such requirement will be satisfied after the Spin-Off (a) by a MFS employee based on his or her continuous employment with MFS (for equity-based incentive awards of either MFS or MTW) and (b) by a MTW employee based on his or her continuous employment with MTW (for equity-based incentive awards of either MTW or MFS); and	
 
 	•	 	in the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to MTW, then (a) any accelerated vesting and/or exercisability applicable to MTW equity-based incentive awards held by MTW employees or former MTW employees will apply to the MFS equity-based incentive awards then held by such individuals, and (b) any accelerated vesting and/or exercisability applicable to MTW equity-based incentive awards then held by MFS employees or former MFS employees will apply; and	
 
 	•	 	in the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to MFS, then (a) any accelerated vesting and/or exercisability applicable MFS equity-based incentive awards held by MFS employees or former MFS employees will apply to the MTW equity-based incentive awards then held by such individuals, and (b) any accelerated vesting and/or exercisability applicable to MFS equity-based incentive awards then held by MTW employees or former MTW employees will apply.	
MFS 2016 Omnibus Incentive Plan . We have adopted the MFS 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”), under which we make equity-based and cash-based incentive awards to attract, retain, focus and motivate executives and other selected employees, directors, consultants and advisors and to increase stockholder value. The 2016 Plan is intended to accomplish these objectives by offering participants the opportunity to acquire shares of MFS common stock, receive monetary payments based on the value of such common stock or receive other incentive compensation on the terms that the 2016 Plan provides. In addition, the 2016 Plan permits the issuance of awards (“Replacement Awards”) in partial substitution for awards relating to shares of common stock of MTW immediately prior to the Spin-Off in accordance with the terms of an employee matters agreement, dated as of March 4, 2016, by and between MFS and MTW (the “Employee Matters Agreement”) as described above under the heading “Treatment of Equity-Based Awards in the Spin-Off.”
The MFS Compensation Committee administers the 2016 Plan (the “Administrator”). The 2016 Plan authorizes the Administrator to interpret the provisions of the 2016 Plan; prescribe, amend and rescind rules and regulations relating to the 2016 Plan; correct any defect, supply any omission, or reconcile any inconsistency in the 2016 Plan, any award or any agreement covering an award; and make all other determinations necessary or advisable for the administration of the 2016 Plan, in each case in its sole discretion.
The Administrator may designate any of the following as a participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of MFS or its affiliates; any individual whom MFS or an affiliate has engaged to become an officer or employee; any consultant or advisor who provides services to MFS or its affiliates; or any director, including a non-employee director.
The 2016 Plan permits the grant of stock options (including incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, annual cash incentives, long-term cash incentives, dividend equivalent units and other types of stock-based awards.
The 2016 Plan provides that 9.8 million shares of MFS common stock are reserved for issuance under the Plan, all of which may be issued upon the exercise of incentive stock options. These numbers may be adjusted in the event of certain corporate transactions or other events specified in the 2016 Plan.
The number of shares of MFS common stock reserved under the 2016 Plan is depleted by the maximum number of shares, if any, that may be issuable under an award at the time of grant, except that the number of shares reserved is depleted by 1.5 shares for each share delivered in payment or settlement of a full-value award. For this purpose, a full-value award includes restricted stock, restricted stock units payable in shares,
 
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performance shares, performance units payable in shares, and any other similar award payable in shares under which the value of the award is measured as the full value of a share, rather than the increase in the value of a share.
In general, if an award granted under the 2016 Plan lapses, expires, terminates or is cancelled without the issuance of shares under the award, if it is determined during or at the conclusion of the term of an award that all or some portion of the shares under the award will not be issuable on the basis that the conditions for such issuance will not be satisfied, if shares are forfeited under an award or if shares are issued under any award and MFS reacquires them pursuant to rights reserved upon the issuance of the shares, then such shares again become available for issuance under the 2016 Plan, except that shares reacquired pursuant to reserved rights may not be issued pursuant to incentive stock options. Shares not issued or delivered as a result of the net settlement of an outstanding option or stock appreciation right, shares tendered in payment of the exercise price of an option, shares withheld to satisfy tax withholding obligations and shares purchased by MFS using proceeds from option exercises may not be recredited to the reserve.
In addition to the overall limits on the aggregate number of shares reserved under the 2016 Plan, there are individual award limits. Subject to adjustment as provided in the 2016 Plan and to certain exceptions, no participant may be granted awards that could result in the participant:
 
 	•	 	receiving options for, and/or stock appreciation rights with respect to, more than 2,000,000 shares (or 100,000 shares, in the case of a non-employee director) during any fiscal year;	
 
 	•	 	receiving awards of restricted stock and/or restricted stock units, and/or other stock-based awards, relating to more than 500,000 shares (or 35,000 shares, in the case of a non-employee director) during any fiscal year;	
 
 	•	 	receiving awards of performance shares, and/or awards of performance units the value of which is based on the fair market value of shares, for more than 1,000,000 shares (or 70,000 shares, in the case of a non-employee director) during any fiscal year;	
 
 	•	 	receiving awards with a performance period of more than one year, including awards of performance units the value of which is not based on the fair market value of shares, long-term awards or dividend equivalent units that would pay more than $10,000,000 to the participant (or $600,000, in the case of a non-employee director) during any single fiscal year; or	
 
 	•	 	receiving awards with a performance period of not more than one year, including annual incentive awards, awards of performance units the value of which is not based on the fair market value of shares, or dividend equivalent units that would pay more than $4,000,000 to the participant (or $200,000, in the case of a non-employee director) during any fiscal year.	
The 2016 Plan provides for “double trigger” vesting, which means that, unless the Administrator otherwise determines, awards will not automatically vest on an accelerated basis if there is a change of control of MFS if the awards are assumed or replaced with equivalent awards and adjusted appropriately by the acquiror or other surviving entity in the change of control. Instead, the awards would remain subject to their existing vesting schedules unless the participant’s employment is terminated by MFS without cause or by the participant for good reason within the 24 months immediately following the change of control.
The 2016 Plan’s term is indefinite, in that it terminates when all shares reserved for issuance under the 2016 Plan have been issued, subject to the MFS Board of Directors’ right to terminate the 2016 Plan at any time. In addition, the MFS Board of Directors or the Administrator may amend the 2016 Plan at any time, except:
 
 	•	 	the Board of Directors must approve any amendment to the 2016 Plan if MFS determines such approval is required by prior action of the Board of Directors, applicable corporate law or any other applicable law;	
 
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 	•	 	stockholders must approve any amendment to the 2016 Plan if MFS determines that such approval is required by Section 16 of the Exchange Act, the listing requirements of any principal securities exchange or market on which the MFS common stock is then traded, or any other applicable law; and	
 
 	•	 	stockholders must approve any amendment to the 2016 Plan that materially increases the number of shares of common stock reserved under the 2016 Plan, the incentive stock option award limits or the per participant award limitations set forth in the 2016 Plan, that shortens the minimum vesting requirements under the 2016 Plan or that diminishes the provisions prohibiting repricing or backdating stock options and stock appreciation rights.	
Neither the Administrator nor any other person may: (1) amend the terms of outstanding stock options or stock appreciation rights to reduce the exercise price of such outstanding stock options or stock appreciation rights; (2) cancel outstanding stock options or stock appreciation rights in exchange for stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights; or (3) cancel outstanding stock options or stock appreciation rights with an exercise price above the current share price in exchange for cash or other securities. In addition, the Administrator may not grant a stock option or stock appreciation right with a grant date that is effective prior to the date the Administrator takes action to approve such award.
Retirement Benefits . In order to facilitate the long service of highly-qualified executives, MTW provided retirement benefits.
Supplemental Executive Retirement Plan (SERP) . During 2015 (the period required to be covered by this Compensation Discussion and Analysis), Mr. Jones participated in the nonqualified MTW Supplemental Executive Retirement Plan (“SERP”). Benefits provided under the SERP were intended to provide an annuity based on a percentage of historic base salary and STIP-related awards. When a participant became eligible for a distribution from the SERP, the participant could elect to receive the distribution in a single lump-sum or over a period not to exceed ten years. The actuarial change in the value of Mr. Jones’s SERP benefits during 2015 is presented in the Summary Compensation Table. Detailed information about the SERP is presented in the Pension Benefits Table. In connection with the Spin-Off, we assumed the responsibility for providing Mr. Jones his benefit under the SERP and adopted a similar plan document for purposes of providing the benefit. However, no other employees are or will become eligible to participate in the plan.
401(k) Retirement Plan . During 2015 (the period required to be covered by this Compensation Discussion and Analysis), active, regular, full-time, non-union, U.S.-based employees (including the named executive officers) were eligible to participate in The Manitowoc Company, Inc. 401(k) Retirement Plan, which allowed employees to build retirement savings on a tax-deferred basis. The plan had a tax-qualified defined contribution savings component, the 401(k) Savings feature, in which participating employees received an employer match. In addition, the plan had a Retirement Plan feature, under which MTW may provide employer contributions to another defined contribution account. The value of MTW employer contributions to The Manitowoc Company, Inc. 401(k) Retirement Plan is presented in the Summary Compensation Table. In connection with the Spin-Off, MFS adopted a 401(k) plan similar to The Manitowoc Company, Inc. 401(k) Retirement Plan.
Perquisites/Other Benefits . To provide a market competitive total compensation package, MTW provided a limited amount of perquisites and supplemental benefits to executives. In 2015, MTW provided the following: supplemental long-term disability insurance, tax preparation, car allowance, spouse/guest travel and limited personal use of aircraft. The value of perquisites and supplemental benefits provided in 2015 is presented in the Summary Compensation Table and footnotes. In addition, as part of the recruitment of Mr. Muehlhaeuser, MTW paid a one-time signing bonus to him of $200,000 upon the completion of 90 days of continuous service to MTW. Following the Spin-Off, we provide similar perquisites and supplemental benefits to our executives.
Employment Agreements. Historically, MTW has not entered into employment agreements with its named executive officers providing for benefits prior to a change in control. However, as part of the recruitment of
 
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Messrs. Muehlhaeuser and Stewart, MTW entered into employment agreements specifying certain terms and conditions of employment prior to and after the Spin-Off. In addition, after the Spin-Off, MFS adopted a form of employment agreement for use with members of its senior management team, and on April 27, 2016, entered into such agreements with Messrs. Matosevic, Jones and Caron.
Muehlhaeuser Employment Agreement . Under the terms of his employment agreement, Mr. Muehlhaeuser is entitled to an annual base salary of $800,000. He also received a signing bonus of $200,000. Prior to the Spin-Off, he was eligible to participate in MTW’s 2013 Omnibus Incentive Plan and had a target annual incentive award under that Plan of 100% of his base salary (any award earned based on fiscal 2015 performance will be pro-rated based on Mr. Muehlhaeuser’s date of hire). He received an initial grant of non-qualified stock options under the Plan with a fair market value of $1,000,000 upon the commencement of his employment with MTW. The stock options will vest in four equal annual installments on the anniversary of the grant date; however, if Mr. Muehlhaeuser is terminated for any reason other than for cause (as defined in his employment agreement), no less than one half of the stock options will immediately vest. Mr. Muehlhaeuser will also be eligible for future long-term incentive awards under the Plan; pursuant to his employment agreement, his long-term incentive award grant target is $2,000,000 per year.
Subject to the termination provisions in his employment agreement, Mr. Muehlhaeuser’s employment will continue until the later of: (a) one year from the effective date of the Spin-Off; or (b) December 31, 2016. Upon the occurrence of the Spin-Off, the employment agreement provided that Mr. Muehlhaeuser would be our President and Chief Executive Officer. We assumed the employment agreement in connection with the Spin-Off.
Under his employment agreement, Mr. Muehlhaeuser was eligible for relocation services consistent with MTW policy and was eligible to participate in MTW’s 401(k) Retirement Plan and in its Deferred Compensation Plan. Mr. Muehlhaeuser also became eligible to receive health, dental and life insurance under MTW’s plans and to receive other benefits customarily offered to MTW’s executive officers, including a car allowance and reimbursement of tax preparation fees.
Mr. Muehlhaeuser’s employment agreement provides certain severance protections that are described below under “Post-Employment Compensation.” Mr. Muehlhaeuser also signed an agreement related to the protection of confidential information and intellectual property, as well as the non-solicitation of employees and the non-solicitation of customers.
Stewart Employment Agreement . Under the terms of his employment agreement, Mr. Stewart is entitled to an annual base salary of $540,000. He received an initial grant of non-qualified stock options under MTW’s 2013 Omnibus Incentive Plan with a fair market value of $700,000 upon the commencement of his employment with MTW. The stock options will vest in four equal annual installments on the anniversary of the grant date; however, if Mr. Stewart is terminated for any reason other than for cause (as defined in his employment agreement), no less than one quarter of the stock options will immediately vest. Mr. Stewart will also be eligible for future long-term incentive awards; pursuant to his employment agreement, his long-term incentive award grant target is $700,000 per year.
Mr. Stewart’s employment agreement provides that he will be our Senior Vice President and Chief Financial Officer. Under his employment agreement, Mr. Stewart was eligible for executive benefits similar to those provided to other senior executives, including relocation services consistent with MTW policy. Following our assumption of the employment agreement in connection with the Spin-Off, we are responsible for providing these benefits to Mr. Stewart. Mr. Stewart’s employment agreement provides certain severance protections that are described below under “Post-Employment Compensation.” Mr. Stewart also signed an agreement related to the protection of confidential information and intellectual property, as well as the non-solicitation of employees and the non-solicitation of customers.
Other Employment Agreements . Under the terms of their respective employment agreements, Mr. Matosevic will continue to serve as our Senior Vice President and Chief Operating Officer; Mr. Jones will continue to serve as our Senior Vice President, General Counsel and Secretary; and Mr. Caron will continue to
 
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serve as our Senior Vice President Innovation. Messrs. Matosevic, Jones and Caron are entitled to annual base salaries of $430,000, $418,180 and $342,916, respectively, subject to potential increase from time to time. The agreements also provide that Messrs. Matosevic, Jones and Caron are eligible to participate in MFS’s Short Term Incentive Plan, with target incentive compensation levels of 70%, 65% and 50% of base salary, respectively, and are eligible to receive long-term incentive awards under the 2016 Plan.
Under their employment agreements, Mr. Matosevic and Mr. Caron are eligible for relocation services consistent with MFS policy, and each of Messrs. Matosevic, Jones and Caron are eligible to participate in MFS’s 401(k) Retirement Plan and in its Deferred Compensation Plan, to receive health, dental and life insurance under MFS’s plans and to receive other benefits customarily offered to MFS executive officers, including a car allowance and reimbursement of tax preparation fees.
Messrs. Matosevic’s, Caron’s and Jones’s employment agreements each provide certain severance protections that are described below under “Post-Employment Compensation.” The executives also each signed an agreement related to the protection of confidential information and intellectual property, as well as the non-solicitation of employees and the non-solicitation of customers.
Change in Control Severance Arrangements . In order to facilitate attraction and retention of highly-qualified executives, MTW had arrangements (Contingent Employment Agreements) with the named executive officers and certain other key executives that provide for the executives’ continued employment upon a change in control for a three-year period in the case of Mr. Muehlhaeuser and for a two-year period or a one-year period for other key executives. In addition, the arrangements provided for certain severance benefits in the event the executive is terminated without “cause” (as defined in the agreements) prior to the end of the employment period (as such, the agreements have a “double trigger”). For Mr. Muehlhaeuser, the severance amount was three years; for the other named executive officers, the severance amount was two years; and for all named executive officers there was no excise tax gross-up. Following the Spin-Off, we maintain similar Contingent Employment Agreements with the named executive officers. Further detail regarding these agreements is presented in the Post-Employment Compensation section.
Stock Ownership Guidelines
Prior to the Spin-Off, the MTW Compensation Committee had established stock ownership guidelines for its executive officers. In connection with the Spin-Off, our MFS Compensation Committee has established stock ownership guidelines for MFS’ executive officers. The guidelines provide that, within the greater of (a) 5 years from the earlier of (i) the date that an executive officer became an executive officer of MFS, or (ii) the date that the executive officer became an executive officer of MTW if the executive officer had been an officer of MTW prior to the Spin-Off, or (b) three years from the effective date of the Spin-Off, each executive officer should hold an amount of MFS common stock with a value at least equal to the following:
 
 	•	 	CEO: 5 times base salary	
 
 	•	 	Other executive officers: 3 times base salary	
Stock ownership includes shares owned outright, restricted stock (including restricted stock units), and stock equivalents held in deferred compensation/retirement arrangements. Additionally, one-half of the guideline amounts can be met by vested, in-the-money stock options held by the executive. As of March 15, 2016, each of our executive officers met the stock ownership guideline or was on track to meet the guideline within the applicable period. Additionally, each executive officer holding shares of MTW common stock at the time of the Spin-Off is expected to hold those shares until the one-year anniversary of the Spin-Off.
If an executive does not meet his/her ownership requirement, which is measured as of the end of any given year (or the fifth anniversary of the date the executive officer was named an officer or became CEO), the executive must retain all net shares from the exercise of stock options and the vesting of restricted shares and performance shares until compliance is achieved.
 
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Other Pay Elements
Deferred Compensation . To further help in attracting and retaining highly-qualified employees, to facilitate stock ownership and to encourage investing for retirement, executive officers and other key employees of MTW and its subsidiaries in the U.S., including our named executive officers during 2015, were eligible to participate in the MTW Deferred Compensation Plan. In connection with the Spin-Off, we adopted a similar Deferred Compensation Plan (the “MFS DC Plan”) to allow us to provide similar benefits to our key employees, including the named executive officers.
Under the MTW Deferred Compensation Plan, eligible participants may elect to defer up to 40% of base salary and up to 100% of awards to be paid under the STIP and other eligible bonus arrangements. The MFS DC Plan includes similar terms concerning eligible deferrals.
Credits to deferred compensation accounts for key employees under the MTW Deferred Compensation Plan could also include a contribution by MTW. This contribution would equal the amount of compensation deferred by the key employee for the plan year (subject to a maximum of 25% of eligible compensation) multiplied by a rate equal to the rate of variable retirement plan contributions that the participant received for the year under the 401(k) Retirement Plan plus one percent. If MTW were not to make a contribution to the 401(k) Retirement Plan, there would not be any employer contribution to the key employees under the Deferred Compensation Plan. The MFS DC Plan includes similar terms regarding potential contributions by MFS.
Deferred amounts could be invested into a variety of accounts, which mirrored the performance of several different mutual funds offered in the 401(k) Retirement Plan, as well as the MTW Stock Fund (which has included only common stock of MTW). Transfers between the MTW Stock Fund and the other funds have not been permitted. Key employee participants were not required to direct any minimum amount of deferred compensation into the MTW Stock Fund. The MFS DC Plan includes similar terms regarding investment of deferred amounts, including an MFS stock fund in place of the MTW Stock Fund.
The value of MTW’s annual contributions in 2015 to the MTW Deferred Compensation Plan on behalf of the named executive officers is presented in the Summary Compensation Table. Detailed information about the Deferred Compensation Plan is presented in the Non-Qualified Deferred Compensation Table.
Severance Pay Plan . MTW also had a severance pay plan establishing a discretionary severance program across MTW whereby all severance benefits were provided at MTW’s sole discretion and designed to meet the specific facts and circumstances of each termination. The Board of Directors of MTW had the sole authority to authorize any benefits under the plan to any elected officer of MTW. Other than this discretionary severance pay plan and the severance provisions of Messrs. Muehlhaeuser’s and Stewart’s respective employment agreements, MTW has not had a formal severance plan for other forms of employment termination in which the MFS named executive officers have participated. In connection with the Spin-Off, MFS adopted a severance pay plan similar to the plan maintained by MTW and, after the Spin-Off, MFS adopted a form of employment agreement providing severance benefits for use with members of its senior management team, and on April 27, 2016, entered into such agreements with Messrs. Matosevic, Jones and Caron.
Other Executive Compensation Policies
Stock Awards Granting Policy . In 2015, based on the approval of the MTW Compensation Committee, MTW granted stock awards to its executive officers and other eligible key employees. In years prior to 2015, stock awards to executive officers consisted of stock options and performance shares, and stock awards to other key employees included stock options, performance shares and/or restricted stock units. In 2015, restricted stock units replaced performance shares due to the anticipated separation of MTW into two companies by the end of the first quarter 2016. Stock awards have generally been granted in late February. Stock awards are also used to attract executives and key employees, and, as such, stock awards have at times been made to executives and key
 
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employees at the time they became executives or key employees of MTW. In such cases, the grant date was the date employment commenced or the date the MTW Compensation Committee approved the awards. In all cases, the exercise price of stock options was the closing trading price on the grant date.
As described above, in connection with Mr. Muehlhaeuser’s recruitment to be our President and Chief Executive Officer, MTW granted him an initial award of non-qualified stock options under the MTW 2013 Omnibus Incentive Plan with a fair market value of $1,000,000 upon the commencement of his employment with MTW. Also as described above, in connection with Mr. Stewart’s recruitment to be our Senior Vice President and Chief Financial Officer, MTW granted him an initial award of non-qualified stock options under the MTW 2013 Omnibus Incentive Plan with a fair market value of $700,000 upon the commencement of his employment with MTW.
Securities Trading Policy . MTW maintained an Insider Trading Policy imposing specific standards on directors, officers and key employees of MTW. The policy has been intended not only to forbid such persons from trading in MTW stock on the basis of inside information, but to avoid even the appearance of improper conduct on the part of such persons. In addition to the specific restrictions set forth in the policy, which has included limits on pledging shares, the policy has required that all transactions in MTW stock by such persons and by others in their households be pre-cleared by the Corporate Secretary’s office. The only exception to the pre-clearance requirement has been regular, ongoing acquisitions of MTW stock resulting from continued participation in employee benefit plans that MTW or its agents have administered.
Pay Clawbacks . In addition to any right of recoupment against MTW’s CEO or CFO pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, MTW expressed an intent to recoup executive officer compensation, or a portion thereof, to the extent required under rules to be adopted by the SEC and New York Stock Exchange pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. We also intend to implement a policy, at MFS, that complies with such rules.
Tax Deductibility of Executive Compensation . Section 162(m) of the Code, generally limits a publicly-traded company’s federal income tax deduction to $1,000,000 per year for compensation to its CEO and certain other highly compensated executive officers. Qualified performance-based compensation for the CEO and certain “covered officers” is not, however, subject to the deduction limit, provided certain requirements of Section 162(m) are satisfied. Certain awards under the MTW 2003 Incentive Stock and Awards Plan and the MTW 2013 Omnibus Incentive Plan were intended to qualify for the performance-based compensation exception under Section 162(m). It was the MTW’s Compensation Committee’s intent to preserve the deductibility of executive compensation to the extent reasonably practicable and consistent with the best interests of MTW and its shareholders. We expect certain elements of our incentive compensation for our named executive officers to qualify as performance-based compensation after the Spin-Off pursuant to transition rules under Section 162(m).
Our Anticipated Compensation Programs
We believe the MTW executive compensation programs described above were both effective at retaining and motivating our named executive officers and competitive as compared to compensation programs at our peers. We have adopted compensation programs, at MFS, that are similar to those in place at MTW immediately prior to the Spin-Off. However, the MFS Compensation Committee will continue to evaluate our compensation and benefit programs and may make changes as necessary to meet prevailing business needs and strategic priorities. Changes to elements of our compensation programs may be made going forward if appropriate, based on industry practices and the competitive environment for a newly-formed, publicly-traded company of our size, or for other reasons.
Compensation Committee Interlocks and Insider Participation
No Compensation Committee member is:
 
 	•	 	an officer, employee or former officer of MFS;	
 
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 	•	 	a participant in a “related person” transaction occurring after January 1, 2013 (for a description of our policy on related person transactions, see “Certain Relationships and Related Party Transactions, and Director Independence—Procedures for Approval of Related Party Transactions”); or	
 
 	•	 	an executive officer of another entity at which one of our executive officers serves on the Board of Directors.	
Summary Compensation Tables
The following table sets forth the “total compensation” earned by the named executive officers for service with MTW or its subsidiaries during the fiscal year ending December 31, 2015, and, to the extent the named executive officer was a named executive officer of MTW for the fiscal years ending December 31, 2014 or December 31, 2013, such total compensation for service with MTW during those years.
 
 	•	 	Actual payouts are presented in the Salary (before deferrals) and Non-Equity Incentive Plan Compensation (STIP payouts) columns.	
 
 	•	 	The grant date fair value of equity-based grants is shown in the Stock Awards and Options Awards columns. None of this amount was realized during 2015; instead the actual value realized, if any, will be realized over the next several years.	
 
 	•	 	The actuarial change in the pension value from the preceding year is presented in the Change in Pension Value column; MTW did not provide above-market earnings on nonqualified deferred compensation. The amount consists entirely of the change in the actuarial present value of the individual’s accumulated benefit under MTW’s Supplemental Executive Retirement Plan (e.g., for 2015 this reflects the change from December 31, 2014 to December 31, 2015).	
 
 	•	 	In addition to the annual grant of stock option awards and the restricted stock unit awards, in 2015 certain named executive officers received retention awards in the form of Restricted Stock Awards, which are disclosed below and described above in the Compensation Discussion and Analysis.	

Name & Principal Position	 	Year	 	Salary	 	 	Bonus	 	 	Stock
Awards
(1)	 	 	Option
Awards
(1)(2)	 	 	Non-Equity
Incentive Plan
Compensation
(3)	 	 	Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings	 	 	All Other
Compensation
(4)	 	 	Total	 	
Hubertus M. Muehlhaeuser	 	2015	 	$	184,615	  	 	$	200,000	  	 	$	—  	  	 	$	1,000,000	  	 	$	—  	  	 	$	—  	  	 	$	134,962	  	 	$	1,519,577	  	
President and Chief Executive Officer	 		 				 				 				 				 				 				 				 				
										
John O. Stewart	 	2015	 	$	62,308	  	 	$	54,886	  	 	$	—  	  	 	$	700,000	  	 	$	—  	  	 	$	—  	  	 	$	24,072	  	 	$	841,266	  	
Senior Vice President and Chief Financial Officer	 		 				 				 				 				 				 				 				 				
										
Josef Matosevic	 	2015	 	$	347,289	  	 	$	—  	  	 	$	194,398	  	 	$	142,657	  	 	$	—  	  	 	$	—  	  	 	$	50,280	  	 	$	734,624	  	
Senior Vice President and Chief Operating Officer	 		 				 				 				 				 				 				 				 				
										
Maurice D. Jones
Senior Vice President General Counsel & Secretary	 	2015
2014
2013	 	$
$
$	418,180
412,000
412,000	  
  
  	 	$
$
$	—  
—  
—  	  
  
  	 	$
$
$	391,201
564,291
409,925	  
  
  	 	$
$
$	370,432
300,752
227,700	  
  
  	 	$
$
$	—  
—  
258,159	  
  
  	 	$
$
$	204,118
198,769
241,409	  
  
  	 	$
$
$	31,054
31,503
33,405	  
  
  	 	$
$
$	1,414,985
1,507,315
1,582,598	  

										
Richard Caron	 	2015	 	$	342,916	  	 	$	—  	  	 	$	92,214	  	 	$	87,261	  	 	$	—  	  	 	$	—  	  	 	$	7,800	  	 	$	530,191	  	
Senior Vice President Innovation	 		 				 				 				 				 				 				 				 				
 
(1)	The amounts listed in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of such awards in accordance with Accounting Standards Codification Topic 718 (“ASC 718”).	
(2)	Reflects the grant date fair value of the awards granted in each year shown as computed under ASC 718. The options expire in ten years from the grant date. Options granted vest in 25% increments annually beginning on the first anniversary of the grant date and continuing on each subsequent anniversary until the fourth anniversary. The retention awards in the form of Restricted Stock Awards, which are described above in the Compensation Discussion and Analysis, had no grant date fair value in 2015 under ASC 718 because they were contingent on the Spin-Off and therefore are not considered granted for purposes of ASC 718 until the completion of the Spin-Off.	
 
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(3)	No amounts were earned under MTW’s Short-Term Incentive Plan for 2015, except that Mr. Stewart’s 2015 award was guaranteed at 100% of the target of 70% of base salary but pro-rated based on Mr. Stewart’s date of hire, which was November 9, 2015. The guaranteed bonus amount is shown in the “Bonus” column as required by SEC regulations.	
(4)	Amounts include automobile allowances for all executive officers. For Mr. Muehlhaeuser, the amount also includes an additional cash payment of $123,077 in connection with his commencement of employment and contributions to our defined contribution plans in the amount of $10,600. For Mr. Stewart, the amount also includes a relocation benefit of $22,272 and contributions to our defined contribution plans in the amount of $2,492. For Mr. Matosevic, the amount also includes a relocation benefit of $36,780 and taxable fringe benefits and contributions to our defined contribution plans in the amount of $10,600. For Mr. Jones, the amount also includes contributions to our defined contribution plans in the amount of $10,600 and other taxable fringe benefits.	
 
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GRANTS OF PLAN-BASED AWARDS IN 2015
The following table sets forth the 2015 awards under MTW’s 2013 Omnibus Incentive Plan. In addition to the stock option awards and the restricted stock unit awards, certain named executive officers received retention awards in the form of Restricted Stock Awards, which are disclosed below and described above in the Compensation Discussion and Analysis.

Name	 	Award Type	 	Grant
Date	 	 	Estimated Future Payouts Under Non-
Equity Incentive Plan Awards	 	 	All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)	 	 	Exercise
or Base
Price of
Option
Awards
($/Sh)	 	 	Grant Date
Fair Value
of Stock
and Option
Awards (1)	 	
	 		 			 	Threshold	 	 	Target	 	 	Maximum	 	 			 			 			
Hubertus M. Muehlhaeuser	 	STIP	 				 	$	—  	  	 	$	800,000	  	 	$	1,600,000	  	 				 				 				
	 	Stock Options	 	 	8/6/2015	  	 				 				 				 	 	117,096	  	 	$	16.79	  	 	$	1,000,000	  	
John O. Stewart	 	STIP	 				 	$	—  	  	 	$	378,000	  	 	$	756,000	  	 				 				 				
	 	Stock Options	 	 	11/9/2015	  	 				 				 				 	 	83,135	  	 	$	15.78	  	 	$	700,000	  	
Josef Matosevic	 	STIP	 				 	$	—  	  	 	$	301,000	  	 	$	602,000	  	 				 				 				
	 	Restricted Stock Unit	 	 	1/4/2015	  	 				 				 				 	 	2,000	  	 				 	$	43,760	  	
	 	Stock Options	 	 	2/17/2015	  	 				 				 				 	 	12,580	  	 	$	21.80	  	 	$	142,657	  	
	 	Restricted Stock Unit	 	 	2/17/2015	  	 				 				 				 	 	6,910	  	 				 	$	150,638	  	
	 	Restricted Stock Award	 	 	4/8/2015	  	 				 				 				 	 	15,244	  	 				 	 	 	(2) 	
Maurice D. Jones	 	STIP	 				 	$	—  	  	 	$	271,817	  	 	$	543,634	  	 				 				 				
	 	Stock Options	 	 	2/17/2015	  	 				 				 				 	 	32,666	  	 	$	21.80	  	 	$	370,432	  	
	 	Restricted Stock Unit	 	 	2/17/2015	  	 				 				 				 	 	17,945	  	 				 	$	391,201	  	
	 	Restricted Stock Award	 	 	4/8/2015	  	 				 				 				 	 	29,422	  	 				 	 	 	(2) 	
Richard Caron	 	STIP	 				 	$	—  	  	 	$	137,166	  	 	$	274,333	  	 				 				 				
	 	Stock Options	 	 	2/17/2015	  	 				 				 				 	 	7,695	  	 	$	21.80	  	 	$	87,261	  	
	 	Restricted Stock Unit	 	 	2/17/2015	  	 				 				 				 	 	4,230	  	 				 	$	92,214	  	
 
(1)	Reflects the grant date fair value of the awards granted in 2015 as computed under ASC 718. The options expire ten years from the grant date and vest in 25% increments annually beginning on the first anniversary of the grant date and continuing on each subsequent anniversary until the fourth anniversary. The restricted stock units vest 100% on the third anniversary of the grant date. The restricted stock awards, which are the retention awards described in the Compensation Discussion and Analysis, vest on the second anniversary of the Spin-Off.	
(2)	The retention awards in the form of Restricted Stock Awards, which are described above in the Compensation Discussion and Analysis, had no grant date fair value in 2015 under ASC 718 because they were contingent on the Spin-Off and therefore are not considered granted for purposes of ASC 718 until the completion of the Spin-Off. We have voluntarily disclosed them in this year’s Grants of Plan-Based Awards Table but will also include them in the Grants of Plan-Based Awards Table for the year in which they are considered granted for purposes of ASC 718.	
 
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OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR END
The following table sets forth the stock option, performance share, restricted stock and restricted stock unit awards previously granted to the named executive officers relating to MTW common stock that were outstanding at the end of 2015. As disclosed above under the heading “Treatment of Equity-Based Awards in the Spin-Off,” in connection with the Spin-Off, each outstanding MTW stock option, restricted share, restricted stock unit and performance share was treated in a manner similar to that experienced by MTW shareholders with respect to their MTW common stock. More specifically, each of these awards was deemed bifurcated into two separate awards: (1) a modified award covering MTW common stock; and (2) a new award of the same type covering MFS common stock. Each of these two awards is subject to the same terms and conditions after the Spin-Off as the terms and conditions applicable to the original MTW award prior to the Spin-Off, except for the adjustments disclosed under “Compensation Elements—2015 Long-term Incentives—Treatment of Equity-Based Awards in the Spin-Off.” Pursuant to applicable SEC regulations, the table below reflects outstanding awards at the end of 2015 and does not take into account any of the adjustments in connection with the Spin-Off.

Name	 	Option Awards	 	 	Stock Awards	 	
	 	Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable	 	 	Option
Exercise
Price ($)	 	 	Option Expiration
Date	 	 	Number of
Shares or
Units of
Stock That
Have Not
Vested (#)	 	 	Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)	 	 	Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested (#)	 	 	Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)	 	
Hubertus M. Muehlhaeuser	 	 	117,096	  	 	$	16.79	  	 	 	August 6, 2025	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	
John O. Stewart	 	 	83,135	  	 	$	15.78	  	 	 	November 9, 2025	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	
Josef Matosevic	 	 	1,575	  	 	$	16.28	  	 	 	February 28, 2022	  	 	 	21,154	(2)  	 	$	324,714	(2)  	 	 
 	2,306
4,180	(1)  
(3)  	 	$
$	35,397
64,163	(1)  
(3)  	
	 	 	1,958	  	 	$	18.14	  	 	 	February 26, 2023	  	 				 				 				 				
	 	 	4,175	  	 	$	29.07	  	 	 	February 14, 2024	  	 				 				 				 				
	 	 	12,580	  	 	$	21.80	  	 	 	February 17, 2025	  	 				 				 				 				
Maurice D. Jones	 	 	0	  	 	$	26.10	  	 	 	May 3, 2016	  	 	 	47,367	(2)  	 	$	727,083	(2)  	 	 
 	14,934
15,210	(1)  
(3)  	 	$
$	229,237
233,474	(1)  
(3)  	
	 	 	0	  	 	$	29.52	  	 	 	February 27, 2017	  	 				 				 				 				
	 	 	0	  	 	$	39.13	  	 	 	February 15, 2018	  	 				 				 				 				
	 	 	0	  	 	$	4.41	  	 	 	February 24, 2019	  	 				 				 				 				
	 	 	0	  	 	$	11.35	  	 	 	February 11, 2020	  	 				 				 				 				
	 	 	0	  	 	$	19.78	  	 	 	February 14, 2021	  	 				 				 				 				
	 	 	10,080	  	 	$	16.28	  	 	 	February 28, 2022	  	 				 				 				 				
	 	 	12,650	  	 	$	18.14	  	 	 	February 26, 2023	  	 				 				 				 				
	 	 	15,210	  	 	$	29.07	  	 	 	February 14, 2024	  	 				 				 				 				
	 	 	32,666	  	 	$	21.80	  	 	 	February 17, 2025	  	 				 				 				 				
Richard Caron	 	 	0	  	 	$	11.35	  	 	 	February 11, 2010	  	 	 	4,230	(2)  	 	$	64,931	(2)  	 	 
 	2,306
3,800	(1)  
(3)  	 	$
$	35,397
58,330	(1)  
(3)  	
	 	 	0	  	 	$	19.78	  	 	 	February 14, 2011	  	 				 				 				 				
	 	 	1,675	  	 	$	16.28	  	 	 	February 28, 2012	  	 				 				 				 				
	 	 	1,958	  	 	$	18.14	  	 	 	February 26, 2013	  	 				 				 				 				
	 	 	3,795	  	 	$	29.07	  	 	 	February 14, 2014	  	 				 				 				 				
	 	 	7,695	  	 	$	21.80	  	 	 	February 17, 2015	  	 				 				 				 				
 
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(1)	Consists of the performance share awards granted in 2013 under the 2003 Incentive Stock and Awards Plan. The performance period concluded at the end of 2015. The market value is calculated based on the unvested award amount noted in the preceding column multiplied by the closing stock price on December 31, 2015 of $15.35.	
 
(2)	Consists of the restricted stock awards and restricted stock units granted in 2015 under the 2013 Omnibus Incentive Plan. The market value is calculated based on the unvested award amount noted in the preceding column multiplied by the closing stock price on December 31, 2015 of $15.35. These restricted stock units will vest on the third anniversary of the grant date. The restrictions on the restricted stock awards lapse on the second anniversary of March 4, 2016. As described in the text preceding the table above, pursuant to applicable SEC regulations, the table above reflects outstanding awards relating to MTW stock at the end of 2015 and does not take into account any of the adjustments in connection with the Spin-Off. The modified awards relating to MFS stock following the Spin-Off will be reflected in the Outstanding Equity Awards Table at 2016 Fiscal Year End table that will be included in MFS’ proxy statement for its 2017 annual meeting.	
(3)	Consists of the performance share awards granted in 2014 under the 2013 Omnibus Incentive Plan. The performance period expires at the end of 2016. In view of the Spin-Off, the Board of MTW prior to the Spin-Off agreed that the 2014 performance share award would be paid-out at target at the end of the three-year performance period. Therefore, in projecting performance as of December 31, 2015, the number of shares appearing here is the number of shares that would be awarded assuming target performance (100%) is achieved. The market value is calculated based on the unvested award amount noted in the preceding column multiplied by the closing stock price on December 31, 2015 of $15.35.	
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2015
The following table presents, for each named executive officer, the stock options exercised and the performance shares vested during 2015. These stock options and performance shares were granted to the named executive officers prior to 2015; consequently, the value realized by the executives was actually earned over several years.

Name	  	Option Awards (1)	 	  	Stock Awards	 	
	  	Number of Shares
Acquired on
Exercise (#)	 	  	Value Realized on
Exercise ($)	 	  	Number of
Shares Acquired
on Vesting (#)	 	  	Value Realized on
Vesting ($)	 	
Hubertus M. Muehlhaeuser	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
John O. Stewart	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
Josef Matosevic	  	 	—  	  	  	 	—  	  	  	 	2,523	  	  	$	54,926	  	
Maurice D. Jones	  	 	29,268	  	  	$	355,899	  	  	 	16,068	  	  	$	349,800	  	
Richard Caron	  	 	—  	  	  	 	—  	  	  	 	2,686	  	  	$	58,252	  	
 
(1)	The dollar value realized by stock option exercises in 2015 represents the total pre-tax value realized by the named executive officers upon exercise. The realized amount represents the fair market value of the shares on the date exercised minus the exercise price.	
 
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RETIREMENT AND NON-QUALIFIED DEFERRED COMPENSATION PLANS
Pension Benefits for Fiscal 2015
(Supplemental Executive Retirement Plan)
The following table sets forth information with respect to the MTW Supplemental Executive Retirement Plan as of December 31, 2015. Of the named executive officers, only Mr. Jones was eligible to participate in this Plan during 2015. In connection with the Spin-Off, we assumed the responsibility for providing Mr. Jones his benefit under the MTW Supplemental Executive Retirement Plan and adopted a similar plan document for purposes of providing the benefit. However, no other employees are or will become eligible to participate in the plan.

Name	  	Plan Name	  	Number of Years of
Credited Service (#)
(1)	 	  	Present Value of
Accumulated
Benefit ($)	 	  	Payments During
Last Fiscal Year ($)	 	
Maurice D. Jones	  	SERP	  	 	11	  	  	$	2,283,510	  	  	$	—  	  	
 
(1)	Reflects the number of years since the participant began participating in the plan.	
Under MTW’s Supplemental Executive Retirement Plan, Mr. Jones was entitled to receive retirement benefits which were intended to fund an annuity based on a percentage of his final average pay at the earlier of normal retirement (age 65) or the first of the month following the date on which his attained age plus years of service with MTW equals eighty (80). Mr. Jones’s final five-year average pay would be computed by averaging his projected base salary (including elective deferrals) and non-equity incentive plan compensation payable for each year for the five consecutive calendar year period when he would receive his highest average compensation prior to the earlier of normal retirement (age 65) or the first of the month following the date on which his attained age plus years of service with MTW equaled eighty (80). Benefits would be computed using a straight-life annuity and would not be reduced for social security or other offsets. Under the Plan, an account balance was maintained for Mr. Jones, which account reflected (a) an annual contribution credit determined by calculating the present value of the lump-sum actuarial equivalent a specified percentage of his five-year final average pay payable as a life annuity, at the earlier of (i) normal retirement (age 65) or (ii) the first of the month following the date on which his attained age plus years of service with MTW equaled eighty (80); and (b) an annual increase in the account balance at the end of each year equal to nine percent (9%) of the account balance at the beginning of the year. The account balance is distributed in a lump-sum or over a fixed number of years not to exceed ten (10) years. In connection with the Spin-Off, we assumed the responsibility for providing Mr. Jones his benefit under the MTW Supplemental Executive Retirement Plan and adopted a similar plan document for purposes of providing the benefit. However, no other employees are or will become eligible to participate in the plan.
Non-Qualified Deferred Compensation for Fiscal 2015
The following table sets forth information with respect to MTW’s Deferred Compensation Plan, a non-qualified plan, as of December 31, 2015:

Name	  	Executive Contributions
in Last FY	 	  	Registrant
Contributions
in Last FY	 	  	Aggregate
Earnings in
Last FY	 	 	Aggregate
Withdrawals/
Distributions	 	  	Aggregate
Balance at
Last FYE	 	
Hubertus M. Muehlhaeuser	  	$	—  	  	  	$	—  	  	  	$	—  	  	 	$	—  	  	  	$	—  	  	
John O. Stewart	  	$	—  	  	  	$	—  	  	  	$	—  	  	 	$	—  	  	  	$	—  	  	
Josef Matosevic	  	$	—  	  	  	$	—  	  	  	$	—  	  	 	$	—  	  	  	$	—  	  	
Maurice D. Jones	  	$	20,909	  	  	$	—  	  	  	$	(55,689	) 	 	$	62,726	  	  	$	234,969	  	
Richard Caron	  	$	—  	  	  	$	—  	  	  	$	—  	  	 	$	—  	  	  	$	2,971	  	
 
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Post-Employment Compensation
MTW entered into Contingent Employment Agreements with each of the named executive officers prior to the Spin-Off. Following the Spin-Off, those Contingent Employment Agreements have been replaced with similar agreements between MFS and the named executive officers. These Agreements provide generally that in the event of a “change in control” (as defined in the Agreements) of MFS, Mr. Muehlhaeuser will continue to be employed for three years and each other named executive officer will continue to be employed for two years. Under the Contingent Employment Agreements, each executive would remain employed at the same position held as of the change in control date, and would receive a salary at least equal to the salary in effect as of such date, plus all bonuses, incentive compensation, and other benefits extended by MFS to its executive officers and key employees, provided that the plans and bonus opportunity are no less favorable than those that were available prior to a change in control. After a change in control, the executive’s compensation would be subject to upward adjustment at least annually based upon the executive’s contributions and the level of increases provided to other officers and employees. Each Contingent Employment Agreement would terminate prior to the end of the applicable employment period if the executive voluntarily retired or were terminated “for cause,” as defined in the Contingent Employment Agreement.
Under the form of Contingent Employment Agreement with Messrs. Muehlhaeuser, Stewart, Matosevic and Jones prior to the Spin-Off:
 
 	•	 	In the event the executive were terminated without cause following a change in control, the executive would be entitled to receive a payment equal to the base salary and benefits the executive would have otherwise been paid but for the termination, and the annual incentive compensation the executive would have otherwise been paid but for the termination, calculated on the basis of the average of the executive’s bonus payouts during the last three fiscal years prior to the termination, through the applicable employment period.	
 
 	•	 	Upon a change in control, stock options would fully vest, restrictions on restricted stock or similar securities lapse, and each holder of performance shares would have the right to receive, in exchange for the performance shares, cash equal to a pro-rated amount of performance shares based on the amount of time that had lapsed during the performance period up to the change in control. In the event the executive were terminated for cause, the executive would be entitled only to the salary and benefits accrued and vested as of the effective date of the termination. The Contingent Employment Agreements are terminable by either party at any time prior to a change in control.	
Under the form of Contingent Employment Agreement between MFS and the named executive officers after the Spin-Off:
 
 	•	 	In the event the named executive officer were terminated without cause following a change in control, he would be entitled to receive a payment equal to the base salary and benefits the executive would have otherwise been paid but for the termination, and the annual incentive compensation the executive would have otherwise been paid but for the termination, calculated on the basis of his target bonus for the year of termination, through the applicable employment period.	
 
 	•	 	The named executive officer’s equity-based awards would not automatically vest upon a change in control if his employment continued. However, if his employment is subsequently terminated by the surviving entity without cause, or by him for good reason, in either case within 24 months following a change of control, all of his equity-based awards that are in effect as of the date of such termination will be vested in full or deemed earned in full (assuming the maximum performance goals provided under such award were met, if applicable) effective on the date of such termination (i.e., a “double trigger”). In addition, to the extent that equity-based awards are not assumed by the purchaser, successor or surviving entity in the change in control, or a more favorable outcome is not provided in the applicable plan or award agreement, upon a change of control: (1) stock options, stock-appreciation rights and time-based restricted stock (including restricted stock units) will vest and may be paid out in	
 
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 	cash; (2) performance-based awards will be pro-rated and paid out in cash assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the change of control); and (3) each other type of equity-based award not mentioned above will be paid out in cash based on the value of the award as of the date of the change of control.	
Under all of the Contingent Employment Agreements, in the event the executive were terminated for cause, the executive would be entitled only to the salary and benefits accrued and vested as of the effective date of the termination. The Contingent Employment Agreements are terminable by either party at any time prior to a change in control.
If a named executive officer were terminated without cause within six months prior to a change in control and it was reasonably demonstrated by the employee that the termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a change in control; or (ii) otherwise arose in connection with or in anticipation of a change in control, the employee would be entitled to the severance payment and benefits that he would have otherwise have received if he were terminated without cause following a change in control.
If any of the payments to a named executive officer would constitute an “excess parachute payment” under Section 280G of the Code and would result in the imposition on the executive of an excise tax under Section 4999 of the Code (the “Excise Tax”), the executive would not be entitled to any tax gross up amount; however, the executive would be entitled to receive the “best net” treatment. Under the “best net” treatment, if the after-tax amount (taking into account all federal, state and local excise, income and other taxes) that would be retained by the executive is less than the after-tax amount that would be retained by the executive if the executive were instead to be paid or provided (as the case may be) the maximum amount that the executive could receive without being subject to the Excise Tax (the “Reduced Amount”), then the executive would be entitled to receive the Reduced Amount instead of the full amount that would have been subject to the Excise Tax.
The Contingent Employment Agreements also provide that if the executive was terminated (i) without cause prior to the end of the employment period; or (ii) within six months prior to a change in control in anticipation of a change in control as explained above, the executive will be prohibited from competing with us for (y) the lesser of two years (three years, in the case of Mr. Muehlhaeuser) or the unexpired term of the employment period or (z) two years (three years, in the case of Mr. Muehlhaeuser) in the case of a termination within six months prior to a change in control in anticipation of a change in control as described above.
In addition to the Contingent Employment Agreements, MTW entered into employment agreements with Mr. Muehlhaeuser and Mr. Stewart that provide severance benefits upon certain types of termination of employment. After the Spin-Off, MFS also adopted a form of employment agreement providing severance benefits for use with members of its senior management team, and on April 27, 2016, entered into such agreements with Messrs. Matosevic, Jones and Caron. The termination provisions of these employment agreements are described below.
Under his agreement, if Mr. Muehlhaeuser’s employment were terminated by MTW without cause (as defined in the agreement) or if he terminated his employment with good reason (as defined in the agreement), subject to the execution of a release of any and all claims or potential claims against MTW, he would be entitled to receive two years of base salary plus an amount equal to 200% of his target annual incentive compensation for the year of termination (regardless of whether the targeted performance was achieved or exceeded) (the “Muehlhaeuser Severance Payment”), paid over a two-year period (the “Muehlhaeuser Severance Period”). The Muehlhaeuser Severance Payment would be subject to offset (but not below zero) by the amount of any base salary, short-term incentive compensation or cash compensation earned by Mr. Muehlhaeuser or to which he is entitled during the Muehlhaeuser Severance Period and which is actually paid to him: (1) from any subsequent employer following the termination of his employment with MTW, or (2) from MTW under any Contingent
 
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Employment Agreement. If Mr. Muehlhaeuser is terminated for cause, payment of all compensation from MTW will immediately cease, except for any compensation accrued but unpaid through the date of termination. We assumed Mr. Muehlaeuser’s employment agreement from MTW in connection with the Spin-Off, and references to MTW in the agreement are now deemed to be references to MFS.
Mr. Stewart’s agreement provided that, if his employment were terminated by MTW without cause (as defined in the agreement) or if he terminated his employment with good reason (as defined in the agreement), subject to the execution of a release of any and all claims or potential claims against MTW, he would be entitled to receive one year of base salary plus an amount equal to 100% of his target annual incentive compensation for the year of termination (regardless of whether the targeted performance was achieved or exceeded) (the “Stewart Severance Payment”), paid over a one-year period (the “Stewart Severance Period”). The Stewart Severance Payment would be subject to offset (but not below zero) by the amount of any base salary, short-term incentive compensation or cash compensation earned by Mr. Stewart or to which he is entitled during the Stewart Severance Period and which is actually paid to him: (1) from any subsequent employer following the termination of his employment with MTW, or (2) from MTW under any Contingent Employment Agreement. If Mr. Stewart is terminated for cause, payment of all compensation from MTW will immediately cease, except for any compensation accrued but unpaid through the date of termination. We assumed Mr. Stewart’s employment agreement from MTW in connection with the Spin-Off, and references to MTW in the agreement are now deemed to be references to MFS.
The agreements of Messrs. Matosevic, Jones and Caron provide that, if the executive officer’s employment is terminated by MFS without cause (as defined in the agreements) or by the executive officer with good reason (as defined in the agreements), subject to the execution of a release of any and all claims or potential claims against MFS, he will be entitled to receive a severance payment. Mr. Matosevic’s and Mr. Caron’s severance payment will equal 12 months’ base salary, plus an amount equal to the pro rata annual incentive compensation for the year of termination based on actual performance, plus an amount equal to 100% of the targeted annual incentive compensation amount for the year of termination, paid over a 12-month period. In view of Mr. Jones’s long tenure with MFS and MTW, Mr. Jones’s severance payment will equal 18 months’ base salary, plus an amount equal to the pro rata annual incentive compensation for the year of termination based on actual performance, plus an amount equal to 150% of the targeted annual incentive compensation amount for the year of termination, paid over an 18-month period. Each executive officer’s severance payments are subject to offset by the amount of any base salary, short-term incentive compensation or cash compensation earned by the executive officer or to which the executive officer is entitled during the severance pay period: (1) from any subsequent employer following the termination of his employment with MFS, or (2) from MFS under any Contingent Employment Agreement.
Under their employment agreements, if Mr. Matosevic’s or Mr. Caron’s employment is terminated by MFS without cause or by the executive officer with good reason, then all outstanding equity awards granted to the executive officer prior to the year of termination will be deemed fully vested (provided, in the case of certain performance-based equity awards granted after 2016, that specified performance goals have been attained). If Mr. Jones’s employment is terminated by MFS without cause or by him with good reason, then all outstanding equity awards granted to him prior to 2016 will be deemed fully vested, and if he terminates his employment at or after December 31, 2016 for any reason, in addition to all other outstanding equity awards that vest, one-third of the 2016 equity award will be deemed to vest. If any of these executive officers is terminated for cause, payment of all compensation from MFS to the executive officer will immediately cease, except for any compensation accrued but unpaid through the date of termination.
The employment agreements define “cause” generally as any conviction for, or entry of a plea of guilty or nolo contendere with respect to, any felony or any crime involving an act of moral turpitude; engaging in any act involving fraud or theft; conduct which is detrimental to the reputation, goodwill or business operations of MFS (in the case of Messrs. Matosevic, Jones and Caron only); neglect or breach of duties or intentional misconduct in discharging such duties; continued absence from duties without consent after receipt of notification, other than
 
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absence due to bona fide illness or disability; failure or refusal to comply with the directions of the chairperson of the board or with the policies, standards and regulations of MTW (MFS after the Spin-Off), provided that such directions, policies, standards or regulations do not require any action which is illegal or the omission of any action required by applicable law, regulations or licensing standards; conduct, actions, or performance that violates policies concerning ethics or employee conduct; or breach of the agreement.
The employment agreements define “good reason” generally as a material diminution in position, authority or title, or the assignment of duties that are materially inconsistent with the executive’s position or title as described in the agreement; a material diminution in base salary or incentive/bonus opportunities except for across-the-board temporary salary reductions of twenty percent (20%) or less similarly affecting other employees; a change required by our Board of Directors of MFS’s principal offices of more than 50 miles from the location of MFS’s principal offices at the time of the Spin-Off (or, in the case of Messrs. Matosevic, Jones and Caron, the location at the time their agreements became effective); a material breach of the agreement by us or our successors or assigns; or a failure of a successor to assume the agreement. In addition, Mr. Muehlaeuser’s agreement defines “good reason” to include the failure of the executive to be elected and maintained as a director of MFS after the Spin-Off. His agreement also defined “good reason” to include a failure to appoint him as a director of MFS at its formation (or immediately following the commencement date under the agreement), but Mr. Muehlaeuser was so appointed and this element of the “good reason” definition therefore can no longer be triggered. If Mr. Jones terminates employment effective at or after December 31, 2016 for any reason, it will constitute a termination for “good reason” under this employment agreement entitling him to the severance benefits described above.
If the executive is unable to perform his duties due to his disability, he will continue to receive his standard compensation, reduced by any disability payment to which he may be entitled in lieu of such compensation, until the last day of the term of the employment agreement (or, in the case of Messrs. Matosevic, Jones and Caron, until the first anniversary of the effective date of the agreement). At the expiration of the continuation period, payment of all compensation to the executive under the employment agreement will immediately cease (except for any payment of compensation accrued but unpaid through that date, COBRA benefits and other benefits to which the executive may be entitled notwithstanding the termination of his employment). If the executive dies during the term, all payments and rights to compensation and benefits under the employment agreement will immediately cease, except for any compensation and benefits accrued but unpaid through the date of his death.
MTW also has made equity-based retention awards to certain key employees, including Messrs. Matosevic and Jones, to provide additional incentive for the employees to continue in employment and contribute toward the successful completion of the contemplated Spin-Off. The retention awards consisted of shares of MTW common stock that would vest on the second anniversary of the Spin-Off if the employee was continuously employed with MTW or an affiliate through the second anniversary of the effective date of the Spin-Off. The shares would earlier vest in full upon termination of the employee as a result of death, disability or retirement upon or following the Spin-Off. The shares would also vest in full upon an involuntary termination of the employee, other than for cause, by MTW, or a termination by the employee for good reason, regardless of whether the Spin-Off had then occurred.
Estimated Payments upon a Change in Control
The following table presents the estimated payouts that would have been made to the named executive officers upon a change in control of MTW coupled with an executive’s termination of employment (other than for cause or retirement), assuming the change in control occurred as of December 31, 2015. The calculations are intended to provide reasonable estimates, based on the noted assumptions, of the potential benefits payable. The actual amount of benefits, if any, would depend upon the executive’s pay, terms of a change in control transaction and the subsequent impact on the executive’s employment. Payouts and other benefits that would be due to Messrs. Matosevic, Jones and Caron under their employment agreements upon a termination of
 
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employment absent a change in control are not shown in the following table because, in accordance with SEC regulations, the table assumes the termination of employment occurred as of December 31, 2015. On that date, the executives did not have employment agreements with MFS or MTW and therefore would not have been entitled to such payouts and other benefits.

Name	  	Base Salary
(1)	 	  	Annual
Incentive-Based
Compensation
(2)	 	  	Stock
Options
(3)	 	  	Restricted
Stock Units
(4)	 	  	Performance
Shares (4)	 	  	Benefits (5)	 	  	Total	 	
Hubertus M. Muehlhaeuser	  	$	2,400,000	  	  	$	2,400,000	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	70,979	  	  	$	4,870,979	  	
John O. Stewart	  	$	1,080,000	  	  	$	756,000	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	47,319	  	  	$	1,883,319	  	
Josef Matosevic	  	$	860,000	  	  	$	602,000	  	  	$	—  	  	  	$	370,764	  	  	$	61,078	  	  	$	47,319	  	  	$	1,941,161	  	
Maurice D. Jones	  	$	836,360	  	  	$	543,634	  	  	$	—  	  	  	$	727,083	  	  	$	446,723	  	  	$	47,319	  	  	$	2,601,119	  	
Richard Caron(6)	  	$	685,832	  	  	$	274,333	  	  	$	—  	  	  	$	64,931	  	  	$	59,619	  	  	$	47,319	  	  	$	1,132,034	  	
 
(1)	Represents three times Mr. Muehlhaeuser’s and two times each of the other executive’s base salary on December 31, 2015.	
(2)	Represents three times Mr. Muehlhaeuser’s and two times each of the other executive’s incentive compensation under MTW’s Short-Term Incentive Plan at target.	
(3)	Intrinsic value of unvested stock options based on the closing trading price ($15.35) of MTW’s Common Stock at December 31, 2015, the last trading day of 2015.	
(4)	For restricted stock units, represents the value of unvested units based on the closing price ($15.35) of MTW’s common stock on December 31, 2015, the last trading day of 2015. For performance shares, represents the value of unvested shares, prorated and based on performance at year-end which for the 2013-2015 performance cycle was then projected between threshold and target and thus included at target (100%), and the 2014-2016 performance cycle was then projected below threshold and thus included at threshold (25%). These projections were based on the closing price ($15.35) of MTW’s common stock on December 31, 2015, the last trading day of 2015. The actual level of achievement for the 2013-2015 performance cycle was subsequently determined to be at 78.6% of target. For each of the executives other than Mr. Caron, these benefits would be received upon a change in control regardless of whether the executive’s employment was terminated in connection with the change in control. For Mr. Caron, these benefits would be received only upon a qualifying termination of employment following a change in control unless his equity-based awards were not assumed or replaced in the change in control transaction.	
(5)	Represents three times Mr. Muehlhaeser’s and two times each of the other executive’s value of the annual benefits provided to the executive.	
(6)	Mr. Caron’s Contingent Employment Agreement did not become effective until the Spin-Off. However, for purposes of this disclosure, the amounts shown for Mr. Caron assume the Agreement was in effect as of December 31, 2015.	
As stated in the Compensation Discussion and Analysis, MTW also has maintained a formal severance pay plan that establishes a discretionary severance program across MTW whereby all severance benefits are provided at MTW’s sole discretion and will be designed to meet the specific facts and circumstances of each termination. The Board of Directors of MTW has the sole authority to authorize any benefits under the plan to any elected officer of MTW. Other than this discretionary severance pay plan and the employment agreements with Messrs. Muehlhaeuser and Stewart, MTW did not have a formal severance plan or other forms of employment termination benefits that apply to the named executive officers except in the event of a change in control as described above. Following the Spin-Off, MFS adopted a severance plan similar to that of MTW, and we expect initially to implement similar practices, although we may modify such plans or practices, or adopt different plans or practices, in the future. In addition, after the Spin-Off, MFS adopted a form of employment agreement providing severance benefits for use with members of its senior management team, and on April 27, 2016, entered into such agreements with Messrs. Matosevic, Jones and Caron. The severance benefits provided by this agreements are described above.
 
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 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Agreements with MTW
We entered into a master separation and distribution agreement on March 4, 2016 with MTW (the “Master Separation and Distribution Agreement”). In connection with the Spin-Off, we also entered into various other agreements to effect the Spin-Off and provide a framework for our relationship with MTW after the separation, including a transition services agreement, a tax matters agreement, an employee matters agreement and an intellectual property matters agreement. These agreements provide for the allocation between us and MTW of MTW’s assets, employees, liabilities and obligations (including investments, property and employee benefits, and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from MTW and will govern certain relationships between us and MTW after the Spin-Off.
Master Separation and Distribution Agreement
We entered into the Master Separation and Distribution Agreement with MTW, pursuant to which we and MTW have legally and structurally separated. The Master Separation and Distribution Agreement identifies the assets that were transferred, the liabilities that were assumed and the contracts that were assigned to each party as part of the separation. Except as expressly set forth in the Master Separation and Distribution Agreement, neither we nor MTW made any representation or warranty as to the assets, businesses or liabilities transferred or assumed in the Spin-Off, as to any consents required in connection with the transfers, as to the value of or the freedoms from any security interests of any of the assets transferred, as to the absence or presence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other asset of either party, or as to the legal sufficiency of any assignment, document or instrument to convey title to any asset or thing of value to be transferred in connection with the Spin-Off. All assets were transferred on an “as-is, where-is” basis, and the respective transferees bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests.
Under the Master Separation and Distribution Agreement:
 
 	•	 	Generally, each party has assumed liability for all pending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities, and will indemnify the other party for any liability, to the extent arising out of or resulting from such assumed or retained legal matters.	
 
 	•	 	Each party (together with its affiliates) has released and discharged the other party (and the other party’s affiliates) from all liabilities existing or arising from acts occurring or failing to occur on or before March 4, 2016, including in connection with the implementation of the separation, except as set forth in the Master Separation and Distribution Agreement. The releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the Spin-Off, including the separation agreements.	
 
 	•	 	We have agreed to indemnify, defend and hold harmless MTW, MTW’s affiliates and the directors, officers and employees of MTW and its affiliates from and against all liabilities relating to, arising out of or resulting from (i) our failure to pay, perform or otherwise promptly discharge any of our liabilities or, (ii) any breach by us of the Master Separation and Distribution Agreement or any of the other separation agreements.	
 
 	•	 	MTW has agreed to indemnify, defend and hold harmless us, our affiliates and our and our affiliates’ directors, officers and employees from and against all liabilities relating to, arising out of or resulting from (i) MTW’s failure to pay, perform or otherwise promptly discharge any of its liabilities, or (ii) any breach by MTW of the Master Separation and Distribution Agreement or any of the other separation agreements.	
 
 	•	 	We and MTW have allocated the rights and obligations under existing insurance policies with respect to occurrences prior to the Distribution and established procedures for the administration of insured claims.	
 
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 	•	 	We and MTW have agreed to use commercially reasonable efforts to take all actions as the other party may reasonably request, consistent with the separation agreements, to effect the provisions and purposes of the separation agreements and the transactions contemplated therein.	
 
 	•	 	We and MTW have agreed to procedures for the resolution of disputes that arise under the separation agreements related to the Spin-Off. Except as provided in the other separation agreements, we and MTW have agreed to attempt to resolve any disputes through good-faith discussions between our executives and MTW’s executives. If these efforts are not successful, either we or MTW may submit the dispute to nonbinding mediation or, if the nonbinding mediation is not successful, to binding alternative dispute resolution, subject to the provisions of the Master Separation and Distribution Agreement.	
 
 	•	 	We and MTW have agreed that, under the Master Separation and Distribution Agreement, we, our affiliates and MTW and its affiliates will not be liable for any punitive, indirect, incidental, consequential or special damages.	
 
 	•	 	We and MTW have allocated responsibility for the costs, fees and expenses incurred in connection with the Spin-Off. We are responsible for any costs, fees and expenses incurred in connection with the financing transactions we undertook in connection with the Spin-Off and any other costs, fees and expenses specifically incurred by us prior to the Distribution, while MTW is responsible for all other costs, fees and expenses prior to the Distribution. Following the Distribution, each party is responsible for paying its own costs, fees and expenses.	
 
 	•	 	We and MTW have agreed to certain other matters, including access to financial and other information, confidentiality and access to and provision of records	
Transition Services Agreement
We entered into a transition services agreement with MTW on March 4, 2016 (the “Transition Services Agreement”), pursuant to which we and MTW will, on an interim, transitional basis, provide each other with various services. MTW has agreed to provide us with certain services related to supply chain management, information technology, sales, administrative support for certain employees, access to certain shared facilities and shared office space, finance, treasury, accounting, tax, legal, audit and payroll. We have agreed to provide MTW with certain services related to information technology and finance. Under the Transition Services Agreement, we and MTW may also provide each other with certain other mutually agreed-upon services. In each case, the company providing the services will perform the services in a manner and on a basis that is substantially similar to that during the twelve-month period immediately prior to the date of the Transition Services Agreement.
The Transition Services Agreement specifies the term during which we and MTW will provide the services described above, which terms generally began on March 4, 2016, and expire no later than December 31, 2016 (and in some cases earlier). The Transition Services Agreement also specifies when and how a company receiving services may terminate different categories of service, the cost of the services to the party receiving the services, and certain additional obligations that we and MTW have to assist in transitioning services to each other’s control.
Under the Transition Services Agreement, each party’s liability is generally limited to the aggregate amount of fees actually received for services provided under the agreement. The Transition Services Agreement also provides that we, our affiliates and MTW and its affiliates will not be liable for any punitive, indirect, incidental, consequential or special damages.
Tax Matters Agreement
We entered into the Tax Matters Agreement with MTW that governs each party’s respective rights, responsibilities and obligations with respect to the allocation of tax liabilities, the preparation and filing of tax
 
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returns, tax payments, the parties’ entitlements to tax refunds, the parties’ maintenance of the tax-free status of the Spin-Off, the control of audits and other tax proceedings, assistance and cooperation with respect to tax matters, the maintenance of tax-related records and other tax-related activities.
In addition, the Tax Matters Agreement imposes certain restrictions on us and our subsidiaries (including restrictions on business combinations, sales of assets, liquidations, stock issuances or repurchases and modifications of the voting rights of our stock, among others). The Tax Matters Agreement provides special rules allocating tax liabilities in the event the Spin-Off, together with certain related transactions, is not treated as tax-free. In general, under the Tax Matters Agreement, we and MTW will each be responsible for taxes that arise from the failure of the Spin-Off to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355, 368 and related provisions of the Code, to the extent that such failure to qualify is attributable to the actions, events or transactions related to each party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement.
Employee Matters Agreement
We entered into the Employee Matters Agreement with MTW to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters. The Employee Matters Agreement governs certain compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each party.
The Employee Matters Agreement provides that, unless otherwise specified, MTW will be responsible for liabilities associated with employees who are employed by MTW following the Spin-Off and former employees whose last employment was with MTW, and we will be responsible for liabilities associated with employees who are employed by us following the Spin-Off and former employees whose last employment was with us.
In addition, the Employee Matters Agreement addresses the treatment of MTW’s outstanding equity-based incentive awards held by employees who will be employed by MFS in connection with the Spin-Off.
Intellectual Property Matters Agreement
We entered into an intellectual property matters agreement with MTW on March 4, 2016 (the “Intellectual Property Matters Agreement”) that confirms the ownership of our and MTW’s respective intellectual property assets, provides for licensing of certain intellectual property assets and includes consents to use certain intellectual property assets (subject to certain limitations regarding field of use or certain change-of-control events in which we or MTW are acquired by a competitor), steps to avoid any confusion in the marketplace with respect to the use of various trademarks and other arrangements of cooperation between MTW and us in implementing the terms of the Intellectual Property Matters Agreement.
Settlement Agreement
On March 28, 2016, we entered into a Joinder Agreement to the Settlement Agreement entered into by MTW with Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (collectively, the “Icahn Shareholders”). The Icahn Shareholders have disclosed beneficial ownership exceeding 5% of MTW’s common stock.
The Settlement Agreement provided the Icahn Shareholders with the option to cause MTW to appoint one designee of the Icahn Shareholders to our Board, subject to the approval of MTW’s Board of Directors, in connection with the Spin-Off. The Icahn Shareholders designated Mr. Langham, who was appointed to our Board. Mr. Langham will be entitled to serve until our first annual meeting of stockholders. That annual meeting must be held no earlier than December 4, 2017 and no later than May 15, 2017. Mr. Langham must promptly resign from our Board if the Icahn Shareholders cease to own a net long position in our voting securities of at least 5% of our voting shares.
 
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The Settlement Agreement also requires that we satisfy certain corporate governance requirements for the duration of a standstill period, which runs until the later of (1) the earlier of (A) the day that is 15 days prior to the advance notice deadline set forth in our Bylaws with respect to our first annual meeting of stockholders and (B) December 4, 2017, and (2) 25 days after the date that no Icahn designee serves on our Board.
In addition to and separate from the Icahn Shareholders’ right under the Settlement Agreement to designate Mr. Langham to serve on our Board, another member of our Board, Mr. Thomas D. Davis, serves as Chairman, President and Chief Executive Officer of Viskase Companies, Inc., which is majority owned by Icahn Enterprises, L.P., one of the Icahn Shareholders.
Procedures for Approval of Related Party Transactions
Our Board of Directors will review and approve or ratify the material terms of any transaction involving MFS in which a director, a nominee for director, an executive officer, an immediate family member of one of these individuals or a principal stockholder (each of whom is known as a “related party”) has a direct or indirect material interest. Our Board will review to determine whether the terms of the transaction are any less favorable than those generally available from unaffiliated third parties and the extent of the related party’s interest in the transaction.
Director Independence
Currently the Board is comprised of seven directors. Under MFS’ Bylaws, the number of directors may not be more than twelve. The Board of Directors has determined that the following non-employee directors - Dino J. Bianco, Joan K. Chow, Thomas D. Davis, Cynthia M. Egnotovich, Timothy J. Fenton and Andrew Langham do not have any material relationship with MFS, other than serving as directors, and that each is independent as defined in MFS’ Corporate Governance Guidelines (which may be viewed on the Company’s website at www.manitowocfoodservice.com), under applicable law, and the New York Stock Exchange listing standards. In determining whether a director has a material relationship with MFS, the Board has adopted nine criteria. Those criteria may be viewed on MFS’ website at www.manitowocfoodservice.com. Any director who meets all of the nine criteria will be presumed by the Board to have no material relationship with MFS.
 BOOK-ENTRY, DELIVERY AND FORM
The Global Notes
The new notes will be issued in the form of one or more registered notes in global form, without interest coupons (the “global notes”). Upon issuance, each of the global notes will be deposited with the trustee as custodian for The Depository Trust Company of New York City (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.
Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:
 
 	•	 	upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants designated by the exchange agent; and	
 
 	•	 	ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).	
 
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Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.
Book-Entry Procedures for the Global Notes
All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the trustee or the initial purchasers are responsible for those operations or procedures.
DTC has advised us that it is:
 
 	•	 	a limited purpose trust company organized under the laws of the State of New York;	
 
 	•	 	a “banking organization” within the meaning of the New York State Banking Law;	
 
 	•	 	a member of the Federal Reserve System;	
 
 	•	 	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and	
 
 	•	 	a “clearing agency” registered under Section 17A of the Exchange Act.	
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.
So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the new notes represented by that global note for all purposes under the indenture governing the new notes. Except as provided below, owners of beneficial interests in a global note:
 
 	•	 	will not be entitled to have new notes represented by the global note registered in their names;	
 
 	•	 	will not receive or be entitled to receive physical, certificated notes or notices with respect to the new notes; and	
 
 	•	 	will not be considered the owners or holders of the new notes under the indenture governing the new notes for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture governing the new notes.	
As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of new notes under the indenture governing the new notes (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).
Payments of principal, premium (if any) and interest with respect to the new notes represented by a global note will be made by the paying agent (provided it has received funds from us) to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee or any paying agent will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.
 
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Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.
Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.
Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.
DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.
Certificated Notes
New notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:
 
 	•	 	DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;	
 
 	•	 	DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or	
 
 	•	 	we, at our option, notify the trustee that we elect to cause the issuance of certificated notes and any participant requests a certificated note in accordance with DTC procedures.	
 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
This summary is for general information purposes only and is not tax advice. Holders should consult their own tax advisors with respect to the application of U.S. federal income tax laws to their particular situations.
The following is a summary of the material U.S. federal income tax consequences of the exchange of original notes for new notes pursuant to the exchange offer
 
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This summary is based on the provisions of the Code, the Treasury regulations promulgated thereunder, judicial authority, published administrative positions of the Internal Revenue Service (“IRS”), and other applicable authorities, all as in effect on the date of this prospectus, and all of which are subject to change, possibly on a retroactive basis. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences of the transactions described herein.
This summary does not purport to deal with all aspects of U.S. federal income taxation that might be relevant to particular beneficial owners in light of their personal investment circumstances or status, and does not address tax considerations applicable to beneficial owners that may be subject to special tax rules, such as financial institutions, insurance companies, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, tax-exempt entities, controlled foreign corporations, corporations that accumulate earnings to avoid U.S. federal income tax, passive foreign investment companies, persons that hold notes as part of a hedge, straddle, constructive sale, conversion, or other integrated transaction, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting, persons that purchase or sell notes as part of a wash sale for tax purposes, U.S. holders whose “functional currency” is not the U.S. dollar and former citizens or residents of the United States. Furthermore, this summary does not discuss any alternative minimum tax consequences, and does not address any aspects of state, local, or foreign taxation.
For U.S. federal income tax purposes, the exchange of original notes for new notes pursuant to the exchange offer will not constitute a taxable event, and each new note will have the same tax attributes (including adjusted issue price, adjusted tax basis and holding period) as the corresponding original note had immediately before the exchange. The U.S. federal income tax consequences of holding and disposing of the new notes will be the same as those applicable to the original notes.
 PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes in the exchange offer for its own account must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such notes. We reserve the right in our sole discretion to purchase or make offers for, or to offer new notes for, any original notes that remain outstanding subsequent to the expiration of the exchange offer pursuant to this prospectus or otherwise and, to the extent permitted by applicable law, purchase original notes in the open market, in privately negotiated transactions or otherwise. This prospectus, as it may be amended or supplemented from time to time, may be used by all persons subject to the prospectus delivery requirements of the Securities Act, including broker-dealers in connection with resales of new notes received in exchange for original notes in the exchange offer, where such original notes were acquired as a result of market making activities or other trading activities and may be used by us to purchase any original notes outstanding after expiration of the exchange offer. We have agreed that, for a period of 180 days from the date on which the exchange offer is completed, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 2016, all dealers effecting transactions in the new notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it in the exchange offer for its own account and any broker or dealer that participates
 
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in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of such new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
For a period of 180 days from the date on which the exchange offer is completed, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the accompanying letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and expenses of counsel to the initial purchasers of the original notes, other than commissions or concessions of any brokers or dealers and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.
 LEGAL MATTERS
Certain legal matters with respect to the issuance and sale of the new notes and guarantees will be passed upon for us by Foley & Lardner, LLP. Holland & Hart LLP will pass upon certain matters related to Nevada law. McGlinchey Stafford, PLLC will pass upon certain matters related to Louisiana law.
 EXPERTS
The financial statements as of December 31, 2014 and 2015 and for each of the three years in the period ended December 31, 2015 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
 WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC (File No. 001-31371). We also filed a registration statement on Form S-4, including exhibits, under the Securities Act with respect to the new notes offered by this prospectus. This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits to the registration statement. You may read and copy the registration statement and any other document that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.
You may request a copy of any of these filings, at no cost, by request directed to us at the following address or telephone number:
Investor Relations
Manitowoc Foodservice, Inc.
2227 Welbilt Boulevard
New Port Richey, Florida 34655
(727) 375-7010
Email: investors@mtwfs.com
You can also find these filings on our website at www.manitowocfoodservice.com. However, we are not incorporating the information on our website, other than these filings, into this prospectus.
 
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You should not assume that the information in this prospectus and/or other offering material, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus and/or other offering material, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since that date.
 
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 F  INANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Audited Combined Financial Statements and Financial Statement Schedule:

 	  	Page	 	
Financial Statements:	  				
		
Report of Independent Registered Public Accounting Firm	  	 	F-2	  	
		
Combined Statements of Operations	  	 	F-3	  	
		
Combined Statements of Comprehensive Income	  	 	F-4	  	
		
Combined Balance Sheets	  	 	F-5	  	
		
Combined Statements of Cash Flows	  	 	F-6	  	
		
Combined Statements of Equity	  	 	F-7	  	
		
Notes to Combined Financial Statements	  	 	F-8	  	
	
Financial Statement Schedule:	  	
		
Schedule II - Valuation and Qualifying Accounts	  	 	F-61	  	
 
Index to Unaudited Consolidated (Condensed) Financial Statements:

	
 	  	Page	 	
Financial Statements:	  				
		
Consolidated (Condensed) Statements of Operations	  	 	F-62	  	
		
Consolidated (Condensed) Statements of Comprehensive Income	  	 	F-63	  	
		
Consolidated (Condensed) Balance Sheets	  	 	F-64	  	
		
Consolidated (Condensed) Statements of Cash Flows	  	 	F-65	  	
		
Notes to the Consolidated (Condensed) Financial Statements	  	 	F-66	  	
 
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 Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Manitowoc Foodservice, Inc.:
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, comprehensive income, cash flows, and equity present fairly, in all material respects, the financial position of Manitowoc Foodservice, Inc. at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with the accounting principles generally accepted in the United States of America. In addition, in our opinion, the accompanying financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related combined financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2, “Summary of Significant Accounting Policies,” to the accompanying combined financial statements, the Company changed the manner in which it classifies deferred taxes in 2015.

/s/ PricewaterhouseCoopers LLP	
Milwaukee, Wisconsin	
March 30, 2016, except for Note 26 to the combined financial statements, as to which the date is August 15, 2016	
 
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 MANITOWOC FOODSERVICE
Combined Statements of Operations
For the years ended December 31, 2015, 2014, and 2013

Millions of dollars, except per share data	  	2015	 	 	2014	 	 	2013	 	
Net sales	  	$	1,570.1	  	 	$	1,581.3	  	 	$	1,541.8	  	
Cost of sales	  	 	1,068.4	  	 	 	1,073.3	  	 	 	1,030.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	501.7	  	 	 	508.0	  	 	 	510.9	  	
Selling, general and administrative expenses	  	 	291.6	  	 	 	299.6	  	 	 	289.7	  	
Other operating expenses	  	 	50.2	  	 	 	35.9	  	 	 	33.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest and taxes from continuing operations	  	 	159.9	  	 	 	172.5	  	 	 	187.7	  	
Interest expense	  	 	(1.4	) 	 	 	(1.3	) 	 	 	(1.0	) 	
Interest income on notes with MTW - net	  	 	15.8	  	 	 	16.6	  	 	 	17.2	  	
Other income (expense) - net	  	 	22.0	  	 	 	(0.6	) 	 	 	0.7	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations before income taxes	  	 	196.3	  	 	 	187.2	  	 	 	204.6	  	
Income taxes	  	 	39.3	  	 	 	25.9	  	 	 	55.3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net earnings from continuing operations	  	 	157.0	  	 	 	161.3	  	 	 	149.3	  	
Discontinued operations:	  				 				 				
Earnings (loss) from discontinued operations, net of income taxes of $0.1, $(0.3), and $(1.0), respectively	  	 	0.1	  	 	 	(0.4	) 	 	 	(0.5	) 	
Loss on sale of discontinued operations, net of income taxes of $0.0, $(0.6) and $4.4, respectively	  	 	—  	  	 	 	(1.1	) 	 	 	(2.7	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	  	$	157.1	  	 	$	159.8	  	 	$	146.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Per Share Data (1)	  				 				 				
Basic and diluted earnings per common share:	  				 				 				
Earnings from continuing operations	  	$	1.15	  	 	$	1.18	  	 	$	1.09	  	
Loss from discontinued operations	  	 	—  	  	 	 	—  	  	 	 	—  	  	
Loss on sale of discontinued operations	  	 	—  	  	 	 	(0.01	) 	 	 	(0.02	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted net earnings per share	  	$	1.15	  	 	$	1.17	  	 	$	1.07	  	

(1)	On March 4, 2016, MTW distributed 137.0 million shares of MFS common stock to MTW shareholders in connection with its spin-off of MFS. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of MFS shares outstanding immediately following this transaction. As described in Note 1 “Description of the Business and Basis of Presentation,” our audited combined financial statements may not be indicative of MFS’ future performance and do not necessarily include all the of the actual expenses that would have been incurred by MFS (including, but not limited to, interest expense related to the debt financing described in Note 25 “Subsequent Events”) and may not reflect the results of operations had MFS been a standalone company during the periods presented. See Note 24, “Earnings Per Share” in the audited combined financial statements for more information.	
The accompanying notes are an integral part of these financial statements.
 
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 MANITOWOC FOODSERVICE
Combined Statements of Comprehensive Income
For the years ended December 31, 2015, 2014, and 2013

Millions of dollars	  	2015	 	 	2014	 	 	2013	 	
Net earnings	  	$	157.1	  	 	$	159.8	  	 	$	146.1	  	
Other comprehensive (loss) income, net of tax	  				 				 				
Foreign currency translation adjustments	  	 	(25.2	) 	 	 	(16.9	) 	 	 	2.6	  	
Unrealized (loss) on derivatives, net of income taxes of $0.5, $0.2, and $0.0, respectively	  	 	(0.8	) 	 	 	(0.6	) 	 	 	(0.2	) 	
Employee pension and post-retirement benefits, net of income taxes of $0.0, $0.3, and $(0.6), respectively	  	 	2.2	  	 	 	(4.4	) 	 	 	5.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total other comprehensive (loss) income, net of tax	  	 	(23.8	) 	 	 	(21.9	) 	 	 	8.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income	  	$	133.3	  	 	$	137.9	  	 	$	154.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these financial statements.
 
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 MANITOWOC FOODSERVICE
Combined Balance Sheets
As of December 31, 2015 and 2014

Millions of dollars	  	2015	 	 	2014	 	
Assets	  				 				
Current Assets:	  				 				
Cash and cash equivalents	  	$	32.0	  	 	$	16.5	  	
Restricted cash	  	 	0.6	  	 	 	—  	  	
Accounts receivable, less allowances of $4.0 and $3.9, respectively	  	 	63.8	  	 	 	71.0	  	
Inventories — net	  	 	145.9	  	 	 	163.2	  	
Deferred income taxes	  	 	—  	  	 	 	23.7	  	
Prepaids and other current assets	  	 	10.3	  	 	 	15.1	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	252.6	  	 	 	289.5	  	
Property, plant and equipment — net	  	 	116.4	  	 	 	134.3	  	
Goodwill	  	 	845.8	  	 	 	872.8	  	
Other intangible assets — net	  	 	519.6	  	 	 	584.5	  	
Other non-current assets	  	 	15.9	  	 	 	17.2	  	
Long-term assets held for sale	  	 	3.7	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	1,754.0	  	 	$	1,898.3	  	
	  	 	 	 	 	 	 	 	
Liabilities and Shareholders’ Equity:	  				 				
Current Liabilities:	  				 				
Accounts payable	  	 	129.0	  	 	 	166.7	  	
Accrued expenses and other liabilities	  	 	157.6	  	 	 	165.4	  	
Current portion of capital leases	  	 	0.4	  	 	 	0.5	  	
Product warranties	  	 	34.3	  	 	 	36.0	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	321.3	  	 	 	368.6	  	
Long-term capital leases	  	 	2.3	  	 	 	3.6	  	
Deferred income taxes	  	 	167.9	  	 	 	218.0	  	
Pension and postretirement health obligations	  	 	33.3	  	 	 	36.4	  	
Other long-term liabilities	  	 	20.5	  	 	 	20.3	  	
	  	 	 	 	 	 	 	 	
Total non-current liabilities	  	 	224.0	  	 	 	278.3	  	
Commitments and contingencies (Note 16)	  				 				
Total Equity:	  				 				
Net parent company investment	  	 	1,253.2	  	 	 	1,272.1	  	
Accumulated other comprehensive loss	  	 	(44.5	) 	 	 	(20.7	) 	
	  	 	 	 	 	 	 	 	
Total equity	  	 	1,208.7	  	 	 	1,251.4	  	
	  	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	1,754.0	  	 	$	1,898.3	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these financial statements.
 
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 MANITOWOC FOODSERVICE
Combined Statements of Cash Flows
For the years ended December 31, 2015, 2014, and 2013

Millions of dollars	  	2015	 	 	2014	 	 	2013	 	
Cash Flows From Operations	  				 				 				
Net earnings	  	$	157.1	  	 	$	159.8	  	 	$	146.1	  	
Adjustments to reconcile net earnings to cash provided by operating activities of continuing operations:	  				 				 				
Asset impairments	  	 	9.0	  	 	 	1.1	  	 	 	—  	  	
Discontinued operations, net of income taxes	  	 	(0.1	) 	 	 	0.4	  	 	 	0.5	  	
Depreciation	  	 	19.6	  	 	 	21.2	  	 	 	20.0	  	
Amortization of intangible assets	  	 	31.4	  	 	 	31.8	  	 	 	31.4	  	
Deferred income taxes	  	 	(30.0	) 	 	 	(17.5	) 	 	 	(9.6	) 	
Loss on sale of property, plant, and equipment	  	 	0.9	  	 	 	0.3	  	 	 	0.7	  	
Gain on acquisitions and divestitures	  	 	(14.8	) 	 	 	—  	  	 	 	—  	  	
Loss on sale of discontinued operations	  	 	—  	  	 	 	1.1	  	 	 	2.7	  	
Other	  	 	2.3	  	 	 	2.4	  	 	 	3.6	  	
Changes in operating assets and liabilities, excluding the effects of business acquisitions or dispositions:	  				 				 				
Accounts receivable	  	 	(7.5	) 	 	 	(0.3	) 	 	 	(3.2	) 	
Inventories	  	 	4.7	  	 	 	(23.8	) 	 	 	(8.8	) 	
Other assets	  	 	1.4	  	 	 	(1.3	) 	 	 	(5.7	) 	
Accounts payable	  	 	(25.6	) 	 	 	21.2	  	 	 	17.0	  	
Accrued expenses and other liabilities	  	 	(5.5	) 	 	 	4.2	  	 	 	9.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities of continuing operations	  	 	142.9	  	 	 	200.6	  	 	 	204.3	  	
Net cash provided by (used for) operating activities of discontinued operations	  	 	0.1	  	 	 	(0.4	) 	 	 	(2.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	143.0	  	 	 	200.2	  	 	 	201.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Investing	  				 				 				
Capital expenditures	  	 	(13.2	) 	 	 	(25.3	) 	 	 	(33.6	) 	
Proceeds from sale of property, plant and equipment	  	 	—  	  	 	 	—  	  	 	 	1.6	  	
Restricted cash	  	 	(0.6	) 	 	 	—  	  	 	 	—  	  	
Business acquisitions, net of cash acquired	  	 	(5.3	) 	 	 	—  	  	 	 	(12.2	) 	
Proceeds from sale of business	  	 	78.2	  	 	 	—  	  	 	 	0.7	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) investing activities of continuing operations	  	 	59.1	  	 	 	(25.3	) 	 	 	(43.5	) 	
Net cash provided by investing activities of discontinued operations	  	 	—  	  	 	 	—  	  	 	 	0.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) investing activities	  	 	59.1	  	 	 	(25.3	) 	 	 	(42.9	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Financing	  				 				 				
Payments on capital leases	  	 	(0.7	) 	 	 	(3.4	) 	 	 	(2.9	) 	
Proceeds from capital leases	  	 	0.5	  	 	 	3.1	  	 	 	3.4	  	
Net transactions with MTW	  	 	(182.9	) 	 	 	(166.7	) 	 	 	(171.5	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash used for financing activities	  	 	(183.1	) 	 	 	(167.0	) 	 	 	(171.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	(3.5	) 	 	 	(1.0	) 	 	 	(0.6	) 	
Net increase (decrease) in cash and cash equivalents	  	 	15.5	  	 	 	6.9	  	 	 	(12.6	) 	
Balance at beginning of year	  	 	16.5	  	 	 	9.6	  	 	 	22.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of year	  	$	32.0	  	 	$	16.5	  	 	$	9.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Supplemental Cash Flow Information	  				 				 				
Income taxes paid	  	$	13.2	  	 	$	13.2	  	 	$	15.9	  	
The accompanying notes are an integral part of these financial statements.
 
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 MANITOWOC FOODSERVICE
Combined Statements of Equity
For the years ended December 31, 2015, 2014 and 2013

Millions of dollars	  	2015	 	 	2014	 	 	2013	 	
Net Parent Company Investment	  				 				 				
Balance at beginning of year	  	$	1,272.1	  	 	$	1,267.2	  	 	$	1,303.5	  	
Net earnings	  	 	157.1	  	 	 	159.8	  	 	 	146.1	  	
Net decrease in net parent company investment	  	 	(176.0	) 	 	 	(154.9	) 	 	 	(182.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of year	  	$	1,253.2	  	 	$	1,272.1	  	 	$	1,267.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Accumulated Other Comprehensive (Loss) Income	  				 				 				
Balance at beginning of year	  	$	(20.7	) 	 	$	1.2	  	 	$	(6.8	) 	
Other comprehensive (loss) income	  	 	(23.8	) 	 	 	(21.9	) 	 	 	8.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of year	  	$	(44.5	) 	 	$	(20.7	) 	 	$	1.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total equity	  	$	1,208.7	  	 	$	1,251.4	  	 	$	1,268.4	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these financial statements.
 
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 MANITOWOC FOODSERVICE
Notes to Audited Combined Financial Statements
For the Years Ended December 31, 2015, 2014, and 2013
1. Description of the Business and Basis of Presentation
The Spin-Off
On January 29, 2015, The Manitowoc Company, Inc. (“MTW”) announced plans to create two independent public companies to separately operate its two businesses: its Crane business and its Foodservice business. To effect the separation, MTW first undertook an internal reorganization, following which MTW held the Crane business, and Manitowoc Foodservice, Inc. (“MFS”) held the Foodservice business. Then on March 4, 2016, MTW distributed all of our common stock to MTW’s shareholders on a pro rata basis, and MFS became an independent publicly traded company (the “Distribution”). As used in this prospectus, “Spin-Off” refers to both the above described internal reorganization and Distribution, collectively.
In these combined financial statements, unless the context otherwise requires:
 
 	•	 	“MFS,” the “Company,” “we,” “our” and “us” refer to Manitowoc Foodservice, Inc. and its combined subsidiaries, after giving effect to the internal reorganization and the distribution, or, in the case of information as of dates or for periods prior to our separation from MTW, the combined entities of the Foodservice business, and certain other assets and liabilities that were historically held at the MTW corporate level, but were specifically identifiable and attributable to the Foodservice business; and	
 
 	•	 	“MTW” refers to The Manitowoc Company, Inc. and its consolidated subsidiaries, other than, for all periods following the Spin-Off, MFS.	
 
 	•	 	“Spin-Off” refers to both the above described internal reorganization and distribution, collectively.	
Nature of the Business
MFS is among the world’s most preferred and innovative commercial foodservice equipment companies. It designs, manufactures, and services an integrated portfolio of hot and cold category products. We have one of the industry’s broadest portfolios of products that create optimal value for our channel partners while delivering superior performance, quality, reliability, and durability for our customers. Our capabilities span refrigeration, ice-making, cooking, holding, food-preparation, and beverage-dispensing technologies, and allow us to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home. We supply foodservice equipment to commercial and institutional foodservice operators such as full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions.
Basis of Presentation
The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and derived from the consolidated financial statements and accounting records of MTW. The accompanying combined financial statements include the historical cost basis of assets, liabilities, revenues, and expenses of the individual entities that comprise MTW’s historical Foodservice segment, in addition to a corporate entity which historically supported Foodservice operations. All intercompany balances and transactions within MFS and its affiliates have been eliminated. However, interest income and expense related to the notes with MTW have been reflected on a net basis within the combined statement of operations as described in Note 23, “Net Parent Company Investment and Related Party Transactions.”
As the separate legal entities that comprise MFS were not historically held by a single legal entity, Net Parent Company Investment is shown in lieu of shareholder’s equity in these combined financial statements. Balances
 
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between MFS and MTW (including its Crane business) that were not historically settled in cash are included in Net Parent Company Investment. Net Parent Company Investment represents MTW’s interest in the recorded assets of MFS and represents the cumulative investment by MTW in MFS through the dates presented, inclusive of operating results.
During the periods presented, MFS functioned as part of the larger group of companies controlled by MTW, accordingly, MTW performed certain corporate overhead functions for MFS. Therefore, certain costs related to MFS have been allocated from MTW. These allocated costs are primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) share-based compensation, and 4) certain administrative functions, which are not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures we have determined as reasonable.
Management of MFS believes the assumptions underlying the combined financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by MFS during the periods presented. Nevertheless, the accompanying combined financial statements may not be indicative of MFS’ future performance, and do not necessarily include all the of the actual expenses that would have been incurred by MFS and may not reflect the results of operations, financial position, and cash flows had MFS been a standalone company during the periods presented.
Cash was managed centrally and flowed through centralized bank accounts controlled and maintained by MTW. Accordingly, cash and cash equivalents held by MTW at the corporate level were not attributable to MFS for any of the periods presented. Only cash amounts specifically attributable to MFS are reflected in the combined balance sheets. Transfers of cash, both to and from MTW’s centralized cash management system, are reflected as a component of Net Parent Company Investment in the combined balance sheets and as a financing activity on the accompanying combined statements of cash flows. Additionally, none of MTW’s debt has been allocated to the combined financial statements as MFS has no legal obligation for any of the debt agreements. MFS received or provided funding as part of MTW’s centralized treasury program.
Income tax expense in the combined statement of operations is computed on a separate return basis, as if MFS was operating as a separate consolidated group and filed separate tax returns in the jurisdictions in which it operates. As a result of potential changes to our business model and potential past and future tax planning, income tax expense included in the combined financial statements may not be indicative of MFS’ future expected tax rate. In addition, cash tax payments and items of current and deferred taxes may not be reflective of MFS’ actual tax balances prior to or subsequent to the Spin-Off.
2. Summary of Significant Accounting Policies
Cash, Cash Equivalents, and Restricted Cash All short-term investments purchased with an original maturity of three months or less are considered cash equivalents. All cash was managed centrally by MTW and cash held by MTW at the corporate level was not attributed to MFS for any periods presented. Only cash amounts specifically attributable to MFS are reflected in the combined balance sheet.
Inventories Inventories are valued at the lower of cost or market value. Approximately 90.3% and 88.6% of MFS’ inventories at December 31, 2015 and 2014, respectively, were valued using the first-in, first-out (FIFO) method. The remaining inventories were valued using the last-in, first-out (LIFO) method. If the FIFO inventory valuation method had been used exclusively, inventories would have increased by $3.4 million and $3.1 million at December 31, 2015 and 2014, respectively. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs.
 
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Goodwill and Other Intangible Assets MFS accounts for its goodwill and other intangible assets under the guidance of ASC Subtopic 350-10, “Intangibles — Goodwill and Other.” Under ASC Subtopic 350-10, goodwill is not amortized, but it is tested for impairment annually, or more frequently, as events dictate. See additional discussion of impairment testing under “—Impairment of Long-Lived Assets,” below. MFS’ other intangible assets with indefinite lives, including trademarks and tradenames and in-place distributor networks, are not amortized, but are also tested for impairment annually, or more frequently, as events dictate. MFS’ other intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Other intangible assets are amortized straight-line over the following estimated useful lives:

 	  	Useful lives	 	
Patents	  	 	10-20 years	  	
Engineering drawings	  	 	15 years	  	
Customer relationships	  	 	10-20 years	  	
Property, Plant and Equipment Property, plant and equipment are stated at cost. Expenditures for maintenance, repairs and minor renewals are charged against earnings as incurred. Expenditures for major renewals and improvements that substantially extend the capacity or useful life of an asset are capitalized and are then depreciated. The cost and accumulated depreciation for property, plant and equipment sold, retired, or otherwise disposed of are relieved from the accounts, and resulting gains or losses are reflected in earnings. Property, plant and equipment are depreciated over the estimated useful lives of the assets using the straight-line depreciation method for financial reporting and on accelerated methods for income tax purposes.
Property, plant and equipment are depreciated over the following estimated useful lives:

 	  	Years	
Building and improvements	  	2 - 40	
Machinery, equipment and tooling	  	2 - 20	
Furniture and fixtures	  	3 - 15	
Computer hardware and software	  	2 - 7	
Impairment of Long-Lived Assets MFS reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the assets’ carrying amount may not be recoverable. MFS conducts its long-lived asset impairment analyses in accordance with ASC Subtopic 360-10-5. ASC Subtopic 360-10-5 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and to evaluate the asset group against the sum of the undiscounted future cash flows.
For property, plant and equipment and other long-lived assets, other than goodwill and other indefinite lived intangible assets, MFS performs undiscounted operating cash flow analyses to determine impairments. If an impairment is determined to exist, any related impairment loss is calculated based upon comparison of the fair value to the net book value of the assets. Impairment losses on assets held for sale are based on the estimated proceeds to be received, less costs to sell.
Each year, as of June 30, MFS tests for impairment of goodwill according to a two-step approach. In the first step, MFS estimates the fair values of its reporting units using the present value of future cash flows approach. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event
 
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occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. For other indefinite lived intangible assets, the impairment test consists of a comparison of the fair value of the intangible assets to their carrying amount. See Note 9, “Goodwill and Other Intangible Assets,” for further details on our impairment assessments.
Warranties Estimated warranty costs are recorded in cost of sales at the time of sale of the warranted products based on historical warranty experience for the related product or estimates of projected costs due to specific warranty issues on new products. These estimates are reviewed periodically and are adjusted based on changes in facts, circumstances or actual experience.
Environmental Liabilities MFS accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as information develops or circumstances change. Costs of long-term expenditures for environmental remediation obligations are discounted to their present value when the timing of cash flows are estimable.
Product Liabilities MFS records product liability reserves for its self-insured portion of any pending or threatened product liability actions. The reserve is based upon two estimates. First, MFS tracks the population of all outstanding pending and threatened product liability cases to determine an appropriate case reserve for each based upon Foodservice’s best judgment and the advice of legal counsel. These estimates are continually evaluated and adjusted based upon changes to facts and circumstances surrounding the case. Second, MFS determines the amount of additional reserve required to cover incurred but not reported product liability obligations and to account for possible adverse development of the established case reserves. This analysis is performed at least once annually.
Foreign Currency Translation The financial statements of MFS’ non-U.S. subsidiaries are translated using the current exchange rate for assets and liabilities and the average exchange rate for the year for income and expense items. Resulting translation adjustments are recorded to Accumulated Other Comprehensive Income (AOCI) as a component of equity.
Derivative Financial Instruments and Hedging Activities MTW entered into derivative instruments, on MFS’ behalf, to hedge MFS’ foreign exchange and commodity exposure associated with aluminum, copper, steel, and natural gas prices.
MTW has and MFS has adopted substantially similar written policies and procedures that place all financial instruments under the direction of corporate treasury and restrict all derivative transactions to those intended for hedging purposes. The use of financial instruments for trading purposes is strictly prohibited. MTW used and MFS continues to use financial instruments to manage the market risk from changes in foreign exchange rates, commodities and interest rates. MFS follows the guidance in accordance with ASC Subtopic 815-10, “Derivatives and Hedging.” The fair values of all derivatives are recorded in the combined balance sheets. The change in a derivative’s fair value is recorded each period in current earnings or AOCI depending on whether the derivative is designated and qualifies as part of a hedge transaction and if so, the type of hedge transaction. During 2015, 2014 and 2013, minimal amounts were recognized in earnings due to ineffectiveness of certain commodity hedges. The amount reported as derivative instrument fair market value adjustment in the AOCI account within the combined statements of comprehensive income (loss) represents the net gain (loss) on foreign currency exchange contracts and commodity contracts designated as cash flow hedges, net of income taxes.
Cash Flow Hedges MTW, on MFS’ behalf, selectively hedged anticipated transactions that were subject to foreign exchange exposure and commodity price exposure, primarily using foreign currency exchange and commodity contracts. These instruments were designated as cash flow hedges in accordance with ASC Subtopic 815-10 and hedged specifically attributable to MFS are recorded in the combined balance sheets at fair value. The effective portion of the contracts’ gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions, typically
 
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sales and costs related to sales occur and affect earnings. These contracts are highly effective in hedging the variability in future cash attributable to changes in currency exchange rates or commodity prices.
Stock-Based Compensation MFS employees have historically participated in MTW’s stock-based compensation plans. Stock-based compensation expense has been allocated to the MFS business based on the awards and terms previously granted to its employees. Until consummation of the Spin-Off, the MFS business continued to participate in MTW’s stock-based compensation plans and record stock-based compensation expense based on the stock-based awards granted to the MFS employees. Accounting guidance requires that the cost resulting from all stock-based payment transactions be recognized in the financial statements. Guidance establishes fair value as the measurement objective in accounting for stock-based payment arrangements and requires all companies to apply a fair-value-based measurement method in accounting generally for all stock-based payment transactions with employees. Stock based compensation expense related to MFS employees of $2.3 million, $2.4 million and $3.5 million has been recorded in the combined statement of operations for the years ended December 31, 2015, 2014, and 2013, respectively.
Revenue Recognition Revenue is generally recognized and earned when all the following criteria are satisfied with regard to a specific transaction: persuasive evidence of a sales arrangement exists; the price is fixed or determinable; collectability of cash is reasonably assured; and delivery has occurred or services have been rendered. Shipping and handling fees are reflected in net sales and shipping and handling costs are reflected in cost of sales in the combined statements of operations.
Research and Development Research and development costs are charged to expense as incurred and amounted to $26.1 million, $31.0 million and $28.7 million for the years ended December 31, 2015, 2014, and 2013, respectively. Research and development costs include salaries, materials, contractor fees and other administrative costs.
Income Taxes In MFS’ combined financial statements, income tax expense and deferred tax balances have been calculated on a separate return basis although MFS’ operations have historically been included in the tax returns filed by the respective MTW entities. In the future, as a standalone entity, MFS will file tax returns on its own behalf and its deferred taxes and effective tax rate may differ from those in historical periods.
MFS recognizes deferred tax assets and liabilities for the expected future income tax consequences of events that have been recognized in MFS’ financial statements. Deferred tax assets and liabilities are determined based on the temporary difference between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. Valuation allowances are provided for deferred tax assets where it is considered more likely than not that the Company will not realize the benefit of such assets. MFS evaluates its uncertain tax positions as new information becomes available. Tax benefits are recognized to the extent a position is more likely than not to be sustained upon examination by the taxing authority.
With the exception of certain separate filing Foodservice U.S. and non-U.S. entities that will transfer to MFS after the Spin-Off, current income tax liabilities were deemed to settle immediately with MTW tax paying entities in the respective jurisdictions. These settlements were reflected as changes in the net parent company investment account.
Comprehensive Income (Loss) Comprehensive income (loss) includes, in addition to net earnings, other items that are reported as direct adjustments to equity. Currently, these items are foreign currency translation adjustments, employee postretirement benefit adjustments and the change in fair value of certain derivative instruments.
Concentration of Credit Risk Credit extended to customers through trade accounts receivable potentially subjects MFS to risk. This risk is limited due to the large number of customers and their dispersion across various industries and many geographical areas. However, a significant amount of MFS’ receivables are with distributors and large companies in the foodservice and beverage industry. MFS currently does not foresee a significant credit risk associated with these individual groups of receivables, but continues to monitor the exposure, if any.
 
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Recent accounting changes and pronouncements
On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. ASU 2016-02 requires a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and provides certain practical expedients that companies may elect. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the effects that the adoption of ASU 2016-02 will have on our consolidated financial statements.
In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.” This update provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is evaluating the impact, if any, the adoption of this ASU will have on the Company’s consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes (Subtopic 740-10).” ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the requirement for companies to present deferred tax liabilities and assets as current and non-current on the balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. This guidance is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. We early adopted this ASU on a prospective basis as of December 31, 2015. Prior periods were not retrospectively adjusted.
In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805) - Simplifying the Accounting for Measurement-Period Adjustments.” The amendments in this ASU require that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, rather than as retrospective adjustments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We believe the adoption of this ASU will not have a material impact on our combined financial statements.
In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” This ASU clarifies the guidance related to accounting for debt issuance costs related to line-of-credit arrangements. In April 2015, the FASB issued ASU 2015-03 which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability; see further discussion of ASU 2015-03 below. The guidance in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU will be effective beginning in the interim period ended March 31, 2016 and will not affect the prior periods presented.
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” This ASU changes the guidance on accounting for inventory accounted for on a first-in first-out basis
 
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(FIFO). Under the revised standard, an entity should measure FIFO inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured on a last-in, first-out basis (LIFO). The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. We believe the adoption of this ASU will not have a material impact on our combined financial statements.
In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This update provides guidance on accounting for a software license in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. Further, all software licenses are within the scope of Accounting Standards Codification Subtopic 350-40 and will be accounted for consistent with other licenses of intangible assets. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. We believe the adoption of this ASU will not have a material impact on our combined financial statements.
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” To simplify the presentation of debt issuance costs, this update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as a deferred asset. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early application permitted. This ASU will be effective beginning in the interim period ended March 31, 2016 and will not affect the prior periods presented.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 820)—Amendments to the Consolidation Analysis.” This update amends the current consolidation guidance for both the variable interest entity (VIE) and voting interest entity (VOE) consolidation models. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. MFS believes the adoption of this ASU will not have a material impact on its combined financial statements.
In January 2015, the FASB issued ASU No. 2015-01, “Income Statement—Extraordinary and Unusual Items.” This update eliminates from GAAP the concept of extraordinary items. ASU 2015-01 is effective for the first interim period within fiscal years beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. MFS believes the adoption of this ASU will not have a material impact on its combined financial statements.
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” This update provided guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective in the first annual period ending after December 15, 2016, with early adoption permitted. MFS believes the adoption of this ASU will not have a material impact on its combined financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This update provided a principles-based approach to revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides a five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and
 
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recognize revenue when each performance obligation is satisfied. The revenue standard is effective for the first interim period within fiscal years beginning after December 15, 2017 (as finalized by the FASB in August 2015 in ASU 2015-14), and can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of initial application along with additional disclosures. Early adoption is permitted as of the original effective date—the first interim period within fiscal years beginning after December 15, 2016. MFS is evaluating the impact, if any, the adoption of this ASU will have on its combined financial statements.
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU changes the requirements for reporting discontinued operations in Accounting Standards Codification Subtopic 205-20, and now requires a disposal of a component of an entity or a group of components of an entity to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. There will also be additional disclosures required. The amendments in this ASU are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2014. The significance of this guidance for MFS is dependent on any future disposals.
3. Acquisitions
On October 1, 2013, MFS acquired all remaining shares of Inducs, AG (“Inducs”) for a purchase price, net of cash acquired, of approximately $12.2 million. MFS previously held a minority interest in Inducs. Inducs is a leader in induction cooking technology. Allocation of the purchase price resulted in $5.0 million of goodwill and $7.0 million of intangible assets. The results of Inducs have been included in these combined financial statements since the date of the acquisition.
On October 21, 2015, MFS acquired the remaining 50% of outstanding shares of a joint venture in Thailand. Welbilt Thailand is a leading manufacturer of kitchen equipment in South East Asia. The purchase price, net of cash acquired, was approximately $5.3 million. The gain of $4.9 million recognized on the acquisition was a component of Other income (expense) - net in the Combined Statements of Operations for the year ended December 31, 2015. The gain related to the difference between the book value and the fair value of our previously held passive 50% equity interest in the joint venture. Allocation of the purchase price resulted in $1.4 million of goodwill and $4.2 million of intangible assets. The results of Welbilt Thailand have been included in these combined financial statements since the date of the acquisition.
4. Discontinued Operations and Divestitures
On December 7, 2015, we announced the completion of the sale of Kysor Panel Systems, a manufacturer of wood frame and high-density rail panel systems for walk-in freezers and coolers for the retail and convenience-store markets, to an affiliate of D Cubed Group LLC. The sale price for the transaction was approximately $85 million, with cash proceeds received of approximately $78 million. In December 2015, the proceeds from the sale were used to reduce outstanding debt under MTW’s then-outstanding credit facility. This divestiture does not qualify for discontinued operations; therefore the results of the business are included in the operating results from continuing operations.
During the fourth quarter of 2012, MTW decided to divest our warewashing equipment business, which operated under the brand name Jackson, and classified this business as discontinued operations in the Company’s financial statements. On January 28, 2013, we sold the Jackson warewashing equipment business to Hoshizaki USA Holdings, Inc. for approximately $39.2 million and a post-closing working capital adjustment of approximately $0.7 million. The transaction resulted in a $2.7 million loss on sale, which included $4.4 million of income tax expense. The results of these operations have been classified as discontinued operations.
 
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The following selected financial data of the Jackson business for the years ended December 31, 2015, 2014, and 2013, is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity. There was no general corporate expense or interest expense allocated to discontinued operations for this business during the periods presented.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Net sales	  	$	—  	  	  	$	—  	  	  	$	2.5	  	
				
Pretax earnings from discontinued operation	  	 	—  	  	  	 	—  	  	  	 	0.1	  	
Benefit for taxes on earnings	  	 	—  	  	  	 	—  	  	  	 	(0.4	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net earnings from discontinued operation	  	$	—  	  	  	$	—  	  	  	$	0.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The following selected financial data of various businesses disposed of prior to 2012, primarily consisting of administrative costs, for the years ended December 31, 2015, 2014, and 2013, is presented for informational purposes only and does not necessarily reflect what the results of operations would have been had the businesses operated as stand-alone entities. There was no general corporate expense or interest expense allocated to discontinued operations for these businesses during the periods presented.

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Net sales	  	$	—  	  	  	$	—  	  	  	$	—  	  	
				
Pretax earnings (loss) from discontinued operations	  	$	0.2	  	  	$	(0.7	) 	  	$	(1.6	) 	
Provision (benefit) for taxes on earnings	  	 	0.1	  	  	 	(0.3	) 	  	 	(0.6	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net earnings (loss) from discontinued operations	  	$	0.1	  	  	$	(0.4	) 	  	$	(1.0	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
During the third quarter of 2014, we settled a pension obligation related to a previously disposed entity, which resulted in a $1.1 million loss on sale of discontinued operations, net of income tax benefit of $0.6 million, during the period.
5. Fair Value of Financial Instruments
The following tables sets forth financial assets and liabilities which were attributable to MFS and were accounted for at fair value on a recurring basis as of December 31, 2015 and 2014 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 	  	Fair Value as of December 31, 2015	 	
(in millions)	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
Current Assets:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current assets at fair value	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets at fair value	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Liabilities:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	0.1	  	  	$	—  	  	  	$	0.1	  	
Commodity contracts	  	 	—  	  	  	 	3.1	  	  	 	—  	  	  	 	3.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current liabilities at fair value	  	$	—  	  	  	$	3.2	  	  	$	—  	  	  	$	3.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current Liabilities:	  				  				  				  				
Commodity contracts	  	$	—  	  	  	$	0.4	  	  	$	—  	  	  	$	0.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total non-current liabilities at fair value	  	$	—  	  	  	$	0.4	  	  	$	—  	  	  	$	0.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities at fair value	  	$	—  	  	  	$	3.6	  	  	$	—  	  	  	$	3.6	  	

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 	  	Fair Value as of December 31, 2014	 	
(in millions)	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
Current Assets:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current assets at fair value	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets at fair value	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Liabilities:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	0.7	  	  	$	—  	  	  	$	0.7	  	
Commodity contracts	  	 	—  	  	  	 	0.7	  	  	 	—  	  	  	 	0.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current liabilities at fair value	  	$	—  	  	  	$	1.4	  	  	$	—  	  	  	$	1.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current Liabilities:	  				  				  				  				
Interest rate swap contracts: Fixed-to-float	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total non-current liabilities at fair value	  	$	—  	  	  	$	0.3	  	  	$	—  	  	  	$	0.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities at fair value	  	$	—  	  	  	$	1.7	  	  	$	—  	  	  	$	1.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
ASC Subtopic 820-10, “Fair Value Measurement,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Subtopic 820-10 classifies the inputs used to measure fair value into the following hierarchy:

Level 1	  	Unadjusted quoted prices in active markets for identical assets or liabilities	
		
Level 2	  	Unadjusted quoted prices in active markets for similar assets or liabilities, or	
		
	  	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or	
		
	  	Inputs other than quoted prices that are observable for the asset or liability	
		
Level 3	  	Unobservable inputs for the asset or liability	
MFS endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and deferred purchase price notes on receivables sold (see Note 11, “Accounts Receivable Securitization”), approximate fair value, without being discounted as of December 31, 2015 and December 31, 2014 due to the short-term nature of these instruments.
As a result of its global operating and financing activities, MFS is exposed to market risks from changes in foreign currency exchange rates, and commodity prices, which may adversely affect its operating results and financial position. When deemed appropriate, MFS minimizes these risks through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and MFS does not use leveraged derivative financial instruments. The foreign currency exchange and commodity contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified within Level 2.
6. Derivative Financial Instruments
MFS’ risk management objective is to ensure that business exposures to risks that have been identified and measured and are capable of being controlled are minimized or managed using what it believes to be the most effective and efficient methods to eliminate, reduce, or transfer such exposures. Operating decisions consider these associated risks and structure transactions to minimize or manage these risks whenever possible.
 
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Use of derivative instruments is consistent with the overall business and risk management objectives of MFS. Derivative instruments may be used to manage business risk within limits specified by our risk policies and manage exposures that have been identified through the risk identification and measurement process, provided that they clearly qualify as “hedging” activities as defined in the risk policy. Use of derivative instruments is not automatic, nor is it necessarily the only response to managing pertinent business risk. Use is permitted only after the risks that have been identified are determined to exceed defined tolerance levels and are considered to be unavoidable.
The primary risks we manage using derivative instruments are commodity price risk and foreign currency exchange risk. Swap contracts on various commodities are used to manage the price risk associated with forecasted purchases of materials used in MFS’ manufacturing process. We also enter into various foreign currency derivative instruments to help manage foreign currency risk associated with MFS’ projected purchases and sales and foreign currency denominated receivable and payable balances.
ASC Subtopic 815-10, “Derivatives and Hedges,” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. In accordance with ASC Subtopic 815-10, MFS designates commodity swaps and foreign currency exchange contracts as cash flow hedges of forecasted purchases of commodities and currencies.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. In the next twelve months we estimate $0.8 million of unrealized losses, net of tax, related to commodity price and currency rate hedging will be reclassified from other comprehensive income (loss) into earnings. Foreign currency and commodity hedging is generally completed prospectively on a rolling basis for twelve and twenty-four months, respectively, depending on the type of risk being hedged.
As of December 31, 2015, MFS had the following outstanding commodity and currency forward contracts that were entered into as hedge forecasted transactions:

Commodity	  	Units Hedged	 	  	 	 	  	Type	
Aluminum	  	 	1,215	  	  	 	MT	  	  	Cash flow	
Copper	  	 	472	  	  	 	MT	  	  	Cash flow	
Natural gas	  	 	49,396	  	  	 	MMBtu	  	  	Cash flow	
Steel	  	 	11,073	  	  	 	Short Tons	  	  	Cash flow	
				
Currency	  	Units Hedged	 	  	                     	 	  	Type	
Canadian Dollar	  	 	587,556	  	  				  	Cash flow	
European Euro	  	 	231,810	  	  				  	Cash Flow	
Great British Pound	  	 	113,115	  	  				  	Cash Flow	
Mexican Peso	  	 	28,504,800	  	  				  	Cash flow	
For derivative instruments that are not designated as hedging instruments under ASC Subtopic 815-10, the gains or losses on the derivatives are recognized in current earnings within other (expense) income, net in the combined statement of operations. As of December 31, 2015, MFS had the following outstanding currency forward contracts that were not designated as hedging instruments:

Currency	 	Units Hedged	 	 	Recognized Location	 	Purpose	
Canadian Dollar	 	 	1,117,850	  	 	Other (expense) income, net	 	Accounts payable and receivable settlement	
 
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The fair value of outstanding derivative contracts recorded as liabilities in the accompanying combined balance sheet as of December 31, 2015 was as follows:

 	 	LIABILITY DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	 	Fair Value	 	
Derivatives designated as hedging instruments	 				 				
Foreign exchange contracts	 	 	Accounts payable and accrued expenses	  	 	$	0.1	  	
Commodity contracts	 	 	Accounts payable and accrued expenses	  	 	 	2.4	  	
Commodity contracts	 	 	Other non-current liabilities	  	 	 	0.3	  	
	 				 	 	 	 	
Total derivatives designated as hedging instruments	 				 	$	2.8	  	

									
  	 	LIABILITY DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	 	Fair Value	 	
Derivatives NOT designated as hedging instruments	 				 				
Commodity Contracts	 	 	Accounts payable and accrued expenses	  	 	$	0.7	  	
Commodity Contracts	 	 	Other non-current liabilities	  	 	 	0.1	  	
	 				 	 	 	 	
Total derivatives NOT designated as hedging instruments	 				 	$	0.8	  	

	 				 	 	 	 	
Total liability derivatives	 				 	$	3.6	  	
	 				 	 	 	 	
The effect of derivative instruments on the combined statement of operations for the year ended December 31, 2015 and gains or losses initially recognized in AOCI in the combined balance sheet were as follows:

Derivatives in Cash Flow Hedging
Relationships (in millions)	 	Amount of Gain or
(Loss) Recognized in
AOCI on Derivative
(Effective  Portion,
net of tax)	 	 	Location of Gain or
(Loss) Reclassified
from AOCI into Income
(Effective Portion)	 	Amount of Gain or
(Loss) Reclassified from
AOCI into
Income  (Effective
Portion)	 	
Foreign exchange contracts	 	$	0.3	  	 	Cost of sales	 	$	(1.4	) 	
Commodity contracts	 	 	(1.1	) 	 	Cost of sales	 	 	(3.4	) 	
	 	 	 	 	 		 	 	 	 	
Total	 	$	(0.8	) 	 		 	$	(4.8	) 	

							
Derivatives Relationships (in
millions)	  	Location of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)	  	Amount of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective  Portion
and Amount Excluded from
Effectiveness Testing)	 	
Commodity contracts	  	Cost of sales	  	$	0.1	  	
	  		  	 	 	 	
Total	  		  	$	0.1	  	

							
Derivatives Not Designated as
Hedging Instruments (in millions)	 	Location of Gain or (Loss)
Recognized in Income on
Derivative	 	Amount of Gain or (Loss)
Recognized in Income on
Derivative	 	
Foreign exchange contracts	 	Other (expense) income, net	 	$	0.1	  	
	 		 	 	 	 	
Commodity contracts - ST	 	Other (expense) income, net	 	 	(0.7	) 	
	 		 	 	 	 	
Commodity contracts - LT	 	Other (expense) income, net	 	 	(0.1	) 	
	 		 	 	 	 	
Total	 		 	$	(0.7	) 	

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As of December 31, 2014, MFS had the following outstanding commodity and currency forward contracts that were entered into as hedge forecasted transactions:

Commodity	  	Units Hedged	 	  	 	  	Type	
Aluminum	  	 	1,657	  	  	MT	  	Cash flow	
Copper	  	 	820	  	  	MT	  	Cash flow	
Natural gas	  	 	56,792	  	  	MMBtu	  	Cash flow	
Steel	  	 	12,634	  	  	Short Tons	  	Cash flow	

Currency	  	Units Hedged	 	  	Type	
Canadian Dollar	  	 	7,984,824	  	  	Cash Flow	
Mexican Peso	  	 	52,674,383	  	  	Cash Flow	
For derivative instruments that are not designated as hedging instruments under ASC Subtopic 815-10, the gains or losses on the derivatives are recognized in current earnings within other (expense) income, net in the combined statement of operations. As of December 31, 2014, MFS had the following outstanding currency forward contracts that were not designated as hedging instruments:

Currency	 	Units Hedged	 	 	Recognized Location	 	Purpose	
European Euro	 	 	2,172,068	  	 	Other (expense) income, net	 	Accounts payable and receivable settlement	
Mexican Peso	 	 	3,151,000	  	 	Other (expense) income, net	 	Accounts payable and receivable settlement	
Canadian Dollar	 	 	2,516	  	 	Other (expense) income, net	 	Accounts payable and receivable settlement	
The fair value of outstanding derivative contracts recorded as liabilities in the accompanying combined balance sheet as of December 31, 2014 was as follows:

 	 	LIABILITIES DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	Fair Value	 	
Derivatives designated as hedging instruments	 		 				
Foreign exchange contracts	 	Accounts payable and accrued expenses	 	$	0.6	  	
Commodity contracts	 	Accounts payable and accrued expenses	 	 	0.7	  	
Commodity contracts	 	Other non-current liabilities	 	 	0.3	  	
	 		 	 	 	 	
Total derivatives designated as hedging instruments	 		 	$	1.6	  	

									
  	 	LIABILITY DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	 	Fair Value	 	
Derivatives NOT designated as hedging instruments	 				 				
Foreign exchange contracts	 	 	Accounts payable and accrued expenses	  	 	$	0.1	  	
	 				 	 	 	 	
Total derivatives NOT designated as hedging instruments	 				 	$	0.1	  	

	 				 	 	 	 	
Total liability derivatives	 				 	$	1.7	  	

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The effect of derivative instruments on the combined statement of operations for the year ended December 31, 2014, and gains or losses initially recognized in AOCI in the combined balance sheet were as follows:

Derivatives in Cash Flow Hedging
Relationships (in millions)	 	Amount of Gain or
(Loss) Recognized in
AOCI on Derivative
(Effective  Portion,
net of tax)	 	 	Location of Gain or
(Loss) Reclassified
from AOCI into Income
(Effective Portion)	 	Amount of Gain or
(Loss) Reclassified from
AOCI into
Income  (Effective
Portion)	 	
Foreign exchange contracts	 	$	(0.1	) 	 	Cost of sales	 	$	(0.9	) 	
Commodity contracts	 	 	(0.5	) 	 	Cost of sales	 	 	(0.3	) 	
	 	 	 	 	 		 	 	 	 	
Total	 	$	(0.6	) 	 		 	$	(1.2	) 	

							
Derivatives Relationships (in
millions)	  	Location of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)	  	Amount of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective  Portion
and Amount Excluded from
Effectiveness Testing)	 	
Commodity contracts	  	Cost of sales	  	$	0.1	  	
	  		  	 	 	 	
Total	  		  	$	0.1	  	

							
Derivatives Not Designated as
Hedging Instruments (in millions)	 	Location of Gain or (Loss)
Recognized in Income on
Derivative	 	Amount of Gain or (Loss)
Recognized in Income on
Derivative	 	
Foreign exchange contracts	 	Other (expense) income, net	 	$	—  	  	
	 		 	 	 	 	
Total	 		 	$	—  	  	
	 		 	 	 	 	
As of December 31, 2013, MFS had the following outstanding commodity and currency forward contracts that were entered into as hedge forecasted transactions:

Commodity	  	Units Hedged	 	  	 	  	Type	
Aluminum	  	 	1,622	  	  	MT	  	Cash flow	
Copper	  	 	382	  	  	MT	  	Cash flow	
Natural gas	  	 	149,994	  	  	MMBtu	  	Cash flow	
Steel	  	 	8,806	  	  	Short Tons	  	Cash flow	

Currency	  	Units Hedged	  	Type	
Canadian Dollar	  	10,422,932	  	Cash Flow	
European Euro	  	13,447,750	  	Cash Flow	
United States Dollar	  	2,100,000	  	Cash Flow	
For derivative instruments that are not designated as hedging instruments under ASC Subtopic 815-10, the gains or losses on the derivatives are recognized in current earnings within other (expense) income, net in the combined statement of operations. As of December 31, 2013, MFS had no outstanding currency forward contracts that were not designated as hedging instruments.
The fair value of outstanding derivative contracts recorded as assets in the accompanying combined balance sheet as of December 31, 2013, was as follows:

 	 	ASSET DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	Fair Value	 	
Derivatives designated as hedging instruments	 		 				
Foreign exchange contracts	 	Other current assets	 	$	—  	  	
Commodity contracts	 	Other current assets	 	 	0.1	  	
	 		 	 	 	 	
Total derivatives designated as hedging instruments	 		 	$	0.1	  	

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  	 	ASSET DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	Fair Value	 	
Derivatives NOT designated as hedging instruments	 		 				
Foreign exchange contracts	 	Other current assets	 	$	—  	  	
	 		 	 	 	 	
Total derivatives NOT designated as hedging instruments	 		 	$	—  	  	

	 		 	 	 	 	
Total asset derivatives	 		 	$	0.1	  	
	 		 	 	 	 	
The fair value of outstanding derivative contracts recorded as liabilities in the accompanying combined balance sheet as of December 31, 2013, was as follows:

 	 	LIABILITIES DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	Fair Value	 	
Derivatives designated as hedging instruments	 		 				
Foreign exchange contracts	 	Accounts payable and accrued expenses	 	$	0.4	  	
Commodity contracts	 	Accounts payable and accrued expenses	 	 	0.4	  	
	 		 	 	 	 	
Total derivatives designated as hedging instruments	 		 	$	0.8	  	

							
  	 	LIABILITY DERIVATIVES	 	
(in millions)	 	Balance Sheet Location	 	Fair Value	 	
Derivatives NOT designated as hedging instruments	 		 				
Foreign exchange contracts	 	Accounts payable and accrued expenses	 	$	—  	  	
	 		 	 	 	 	
Total derivatives NOT designated as hedging instruments	 		 	$	—  	  	

	 		 	 	 	 	
Total liability derivatives	 		 	$	0.8	  	
	 		 	 	 	 	
The effect of derivative instruments on the combined statement of operations for the year ended December 31, 2013, and gains or losses initially recognized in AOCI in the combined balance sheet were as follows:

Derivatives in Cash Flow Hedging
Relationships (in millions)	 	Amount of Gain or
(Loss) Recognized in
AOCI on Derivative
(Effective  Portion,
net of tax)	 	 	Location of Gain or
(Loss) Reclassified
from AOCI into Income
(Effective Portion)	 	Amount of Gain or
(Loss) Reclassified from
AOCI into
Income  (Effective
Portion)	 	
Foreign exchange contracts	 	$	(0.3	) 	 	Cost of sales	 	$	(0.4	) 	
Commodity contracts	 	 	0.3	  	 	Cost of sales	 	 	(1.5	) 	
	 	 	 	 	 		 	 	 	 	
Total	 	$	—  	  	 		 	$	(1.9	) 	

							
Derivatives Relationships (in
millions)	  	Location of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)	  	Amount of Gain or (Loss)
Recognized in Income on
Derivative (Ineffective  Portion
and Amount Excluded from
Effectiveness Testing)	 	
Commodity contracts	  	Cost of sales	  	$	0.1	  	
	  		  	 	 	 	
Total	  		  	$	0.1	  	

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7. Inventories
The components of inventories at December 31, 2015 and December 31, 2014 are summarized as follows:

(in millions)	  	2015	 	  	2014	 	
Inventories — gross:	  				  				
Raw materials	  	$	70.7	  	  	$	77.2	  	
Work-in-process	  	 	18.7	  	  	 	21.5	  	
Finished goods	  	 	83.4	  	  	 	87.9	  	
	  	 	 	 	  	 	 	 	
Total inventories — gross	  	 	172.8	  	  	 	186.6	  	
Excess and obsolete inventory reserve	  	 	(23.5	) 	  	 	(20.3	) 	
	  	 	 	 	  	 	 	 	
Net inventories at FIFO cost	  	 	149.3	  	  	 	166.3	  	
Excess of FIFO costs over LIFO value	  	 	(3.4	) 	  	 	(3.1	) 	
	  	 	 	 	  	 	 	 	
Inventories — net	  	$	145.9	  	  	$	163.2	  	
	  	 	 	 	  	 	 	 	
8. Property, Plant and Equipment
The components of property, plant and equipment at December 31, 2015 and December 31, 2014 are summarized as follows:

(in millions)	  	2015	 	  	2014	 	
Land	  	$	7.3	  	  	$	6.6	  	
Building and improvements	  	 	94.3	  	  	 	100.1	  	
Machinery, equipment and tooling	  	 	216.0	  	  	 	237.0	  	
Furniture and fixtures	  	 	6.2	  	  	 	6.6	  	
Computer hardware and software	  	 	51.2	  	  	 	58.5	  	
Construction in progress	  	 	9.8	  	  	 	12.7	  	
	  	 	 	 	  	 	 	 	
Total cost	  	 	384.8	  	  	 	421.5	  	
Less accumulated depreciation	  	 	(268.4	) 	  	 	(287.2	) 	
	  	 	 	 	  	 	 	 	
Property, plant and equipment - net	  	$	116.4	  	  	$	134.3	  	

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9. Goodwill and Other Intangible Assets
MFS has three reportable segments: Americas, EMEA, and APAC. The changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2015, 2014 and 2013 were as follows:

(in millions)	  	Americas	 	  	EMEA	 	  	APAC	 	  	Total	 	
Gross balance as of January 1, 2013	  	$	1,172.8	  	  	$	204.5	  	  	$	7.4	  	  	$	1,384.7	  	
Acquisition of Inducs	  	 	—  	  	  	 	5.0	  	  	 	—  	  	  	 	5.0	  	
Restructuring reserve adjustment	  	 	(0.7	) 	  	 	—  	  	  	 	—  	  	  	 	(0.7	) 	
Foreign currency impact	  	 	0.6	  	  	 	(0.6	) 	  	 	0.1	  	  	 	0.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross balance as of December 31, 2013	  	 	1,172.7	  	  	 	208.9	  	  	 	7.5	  	  	 	1,389.1	  	
Accumulated asset impairments	  	 	(312.2	) 	  	 	(203.5	) 	  	 	—  	  	  	 	(515.7	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net balance as of December 31, 2013	  	 	860.5	  	  	 	5.4	  	  	 	7.5	  	  	 	873.4	  	
Foreign currency impact	  	 	—  	  	  	 	(0.5	) 	  	 	(0.1	) 	  	 	(0.6	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross balance as of December 31, 2014	  	 	1,172.7	  	  	 	208.4	  	  	 	7.4	  	  	 	1,388.5	  	
Accumulated asset impairments	  	 	(312.2	) 	  	 	(203.5	) 	  	 	—  	  	  	 	(515.7	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net balance as of December 31, 2014	  	 	860.5	  	  	 	4.9	  	  	 	7.4	  	  	 	872.8	  	
Foreign currency impact	  	 	—  	  	  	 	(0.1	) 	  	 	(0.4	) 	  	 	(0.5	) 	
Impact of acquisitions and divestitures	  	 	(27.9	) 	  	 	—  	  	  	 	1.4	  	  	 	(26.5	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross balance as of December 31, 2015	  	 	1,144.8	  	  	 	208.3	  	  	 	8.4	  	  	 	1,361.5	  	
Accumulated asset impairments	  	 	(312.2	) 	  	 	(203.5	) 	  	 	—  	  	  	 	(515.7	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net balance as of December 31, 2015	  	$	832.6	  	  	$	4.8	  	  	$	8.4	  	  	$	845.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
MFS accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles - Goodwill and Other.” MFS performs an annual impairment test at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. MFS tests its reporting units and indefinite-lived intangible assets using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill, or indefinite-lived intangible asset. The intangible asset is then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.
As of June 30, 2015, 2014, and 2013, MFS performed the annual impairment test for its reporting units, which were Americas; EMEA; and APAC, as well as its indefinite-lived intangible assets, and based on those results, no impairment was indicated in any of those periods.
As discussed in Note 3, “Acquisitions,” on October 1, 2013, MFS acquired all remaining shares of Inducs in which it previously held a minority interest. The aggregate purchase price of $12.2 million, net of cash, resulted in $7.0 million of identifiable intangible assets and $5.0 million of goodwill. Of the $7.0 million of acquired intangible assets, $0.7 million was assigned to trademarks that are not subject to amortization, $1.2 million was assigned to customer relationships with a useful life of 19 years, and $5.1 million was assigned to developed technology with a useful life of 12 years. On October 21, 2015, the Company acquired the remaining 50% of outstanding shares of a joint venture in Thailand. The purchase price, net of cash acquired, was approximately $5.3 million. Allocation of the purchase price resulted in $1.4 million of goodwill and $4.2 million of intangible assets.
 
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The gross carrying amount and accumulated amortization of MFS’ intangible assets other than goodwill are as follows as of December 31, 2015 and December 31, 2014:

 	  	December 31, 2015	 	  	December 31, 2014	 	
(in millions)	  	Gross
Carrying
Amount	 	  	Accumulated
Amortization
Amount	 	 	Net
Book
Value	 	  	Gross
Carrying
Amount	 	  	Accumulated
Amortization
Amount	 	 	Net
Book
Value	 	
Trademarks and tradenames	  	$	175.1	  	  	$	—  	  	 	$	175.1	  	  	$	199.4	  	  	$	—  	  	 	$	199.4	  	
Customer relationships	  	 	415.2	  	  	 	(150.4	) 	 	 	264.8	  	  	 	415.0	  	  	 	(129.5	) 	 	 	285.5	  	
Patents	  	 	1.7	  	  	 	(1.6	) 	 	 	0.1	  	  	 	1.7	  	  	 	(1.4	) 	 	 	0.3	  	
Other intangibles	  	 	143.2	  	  	 	(63.6	) 	 	 	79.6	  	  	 	160.7	  	  	 	(61.4	) 	 	 	99.3	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	$	735.2	  	  	$	(215.6	) 	 	$	519.6	  	  	$	776.8	  	  	$	(192.3	) 	 	$	584.5	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Amortization expense for the years ended December 31, 2015, 2014 and 2013 was $31.4 million, $31.8 million and $31.4 million, respectively. Excluding the impact of any future acquisitions or divestitures, MFS anticipates amortization will be approximately $32 million per year for the next five years.
10. Accounts Payable and Accrued Expenses and Other Liabilities
Accounts payable and Accrued expenses and other liabilities at December 31, 2015 and December 31, 2014 are summarized as follows:

(in millions)	  	2015	 	  	2014	 	
Accounts payable:	  				  				
Trade accounts payable and interest payable	  	$	121.7	  	  	$	161.5	  	
Income taxes payable	  	 	7.3	  	  	 	5.2	  	
	  	 	 	 	  	 	 	 	
Total accounts payable	  	$	129.0	  	  	$	166.7	  	
	  	 	 	 	  	 	 	 	
Accrued expenses and other liabilities:	  				  				
Employee related expenses	  	 	24.5	  	  	 	31.1	  	
Restructuring expenses	  	 	16.8	  	  	 	15.6	  	
Profit sharing and incentives	  	 	3.9	  	  	 	4.1	  	
Accrued rebates	  	 	51.6	  	  	 	52.3	  	
Deferred revenue - current	  	 	3.8	  	  	 	3.8	  	
Dividend payable to MTW	  	 	10.2	  	  	 	6.2	  	
Customer advances	  	 	2.9	  	  	 	3.9	  	
Product liability	  	 	2.6	  	  	 	2.2	  	
Miscellaneous accrued expenses	  	 	41.3	  	  	 	46.2	  	
	  	 	 	 	  	 	 	 	
Total accrued expenses and other liabilities	  	$	157.6	  	  	$	165.4	  	
	  	 	 	 	  	 	 	 	
11. Accounts Receivable Securitization
Historically MFS sold accounts receivable through an accounts receivable securitization facility, (“The Securitization Program”), comprised of two funding entities: Manitowoc Funding, LLC (“U.S. Seller”) and Manitowoc Cayman Islands Funding Ltd. (“Cayman Seller”). The U.S. Seller historically serviced domestic entities of both the Foodservice and Crane segments of MTW and remitted all funds received directly to MTW. The Cayman Seller historically serviced solely MFS foreign entities and remitted all funds to MFS entities. The U.S. Seller entity remained with MTW subsequent to the Spin-Off, while the Cayman Seller was transferred to MFS subsequent to the Spin-Off. As the U.S. Seller is not directly attributable to MFS, only the receivables which were transferred to the U.S. Seller but not sold are reflected in MFS combined balance sheet. A portion of
 
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the U.S. Seller’s historical expenses related to bond administration fees and settlement fees are allocated to MFS. As the Cayman Seller is directly attributable to MFS, the assets, liabilities, income, and expenses of the Cayman Seller are included in MFS’ consolidated statement of earnings and balance sheet.
On December 15, 2014, MTW executed a Fifth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”) among the U.S. Seller and Cayman Seller, as sellers, MTW, Garland Commercial Ranges Limited (“Garland”), Convotherm Elektrogeräte GmbH (“Convotherm”), Manitowoc Deutschland GmbH (“MTW Deutschland”), Manitowoc Foodservice UK Limited (“Foodservice UK”), and the other persons from time to time party thereto, as servicers, and Wells Fargo Bank, N.A. (“Wells Fargo” or “Purchaser”), as purchaser and agent. Pursuant to this amendment, a German subsidiary (MTW Deutschland) and a United Kingdom subsidiary (Foodservice UK) were added as “originators” under the facility. Under the Receivables Purchase Agreement (and the related Purchase and Sale Agreements referenced in the Receivables Purchase Agreement), certain of MFS’ non-U.S. trade accounts receivable were sold to Cayman Seller which, in turn, were sold to Purchaser, all of the Cayman Seller’s right, title and interest in and to a pool of receivables to the Purchaser.
The Purchaser received ownership of the pool of receivables, in each instance. New receivables are purchased by Cayman Seller and resold to the Purchaser as cash collections reduce previously sold investments. Garland, Convotherm, MTW Deutschland, and Foodservice UK acted as the servicers of the receivables and as such administered, collected and otherwise enforced the receivables. The servicers were compensated for doing so on terms generally consistent with what would be charged by an unrelated servicer. As servicers, they initially received payments made by obligors on the receivables but were required to remit those payments to the Purchaser in accordance with the Receivables Purchase Agreement. The Purchaser has no recourse for uncollectible receivables. MTW finalized changes to its accounts receivable securitization program. Among other actions, MTW entered into an amendment to the Receivables Purchase Agreement, the results of which were that (i) Manitowoc Foodservice Asia Pacific Private Limited (“Foodservice Asia”) was added as an originator and as a servicer under the facility; and (ii) MFS’ domestic originators were effectively released from their obligations under the related purchase and sale agreement and will now sell their accounts receivable to the Cayman Seller (prior to these changes, these receivables were sold to the U.S. Seller). The maximum commitment size of the securitization facility did not change and, therefore, remains at $185.0 million. MFS’ cost of funds under the facility continues to use a LIBOR index rate plus a 1.25% fixed spread.
Under the Receivables Purchase Agreement (and the related Purchase and Sale Agreements referenced in the Receivables Purchase Agreement), certain of MFS’ non-U.S. trade accounts receivable are sold to Cayman Seller which, in turn, will sell, convey, transfer and assign to Purchaser, all of the Cayman Seller’s right, title and interest in and to a pool of receivables to the Purchaser.
Due to a short average collection cycle of less than 60 days for such accounts receivable as well as MFS’ collection history, the fair value of MFS’ deferred purchase price notes approximated book value. The fair value of the deferred purchase price notes recorded at December 31, 2015 and 2014 was $48.4 million and $33.1 million, respectively, and is included in accounts receivable in the accompanying combined balance sheets.
Trade accounts receivables sold to the Purchaser and being serviced by the Company totaled $100.9 million at December 31, 2015 and $21.1 million at December 31, 2014.
Transactions under the Securitization Program were accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.” Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying combined balance sheets and the proceeds received, including collections on the deferred purchase price notes, are included in cash flows from operating activities in the accompanying combined statements of cash flows. MFS deems the interest rate risk related to the deferred purchase price notes to be de minimis, primarily due to the short average collection cycle of the related receivables (i.e., 60 days) as noted above.
 
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12. Income Taxes
In the combined financial statements, income tax expense and deferred tax balances have been calculated on a separate return basis although the MFS operations have historically been included in the tax returns filed by the respective MTW entities. With the exception of certain separate filing Foodservice entities that will transfer to MFS after the Spin-Off, current income tax liabilities were deemed to settle immediately with MTW tax paying entities in the respective jurisdictions. These settlements were reflected as changes in the net parent company investment account. In the future, as a standalone entity, MFS will file tax returns on its own behalf and its deferred taxes and effective tax rate may differ from those in historical periods.
Earnings from continuing operations are summarized below:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Earnings from continuing operations before income taxes:	  				  				  				
Domestic	  	$	121.2	  	  	$	123.3	  	  	$	157.2	  	
Foreign	  	 	75.1	  	  	 	63.9	  	  	 	47.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	196.3	  	  	$	187.2	  	  	$	204.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Provision for income taxes from continuing operations is summarized below:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Current:	  				  				  				
Federal and state	  	$	51.1	  	  	$	28.3	  	  	$	51.9	  	
Foreign	  	 	18.2	  	  	 	15.1	  	  	 	13.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total current	  	$	69.3	  	  	$	43.4	  	  	$	64.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Deferred:	  				  				  				
Federal and state	  	$	(27.9	) 	  	$	(12.0	) 	  	$	(9.0	) 	
Foreign	  	 	(2.1	) 	  	 	(5.5	) 	  	 	(0.6	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total deferred	  	$	(30.0	) 	  	$	(17.5	) 	  	$	(9.6	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Provision for taxes on earnings	  	$	39.3	  	  	$	25.9	  	  	$	55.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The differences between the U.S. federal statutory income tax rate and MFS’ effective tax rate were as follows:

 	  	2015	 	 	2014	 	 	2013	 	
Federal income tax at statutory rate	  	 	35.0	% 	 	 	35.0	% 	 	 	35.0	% 	
State income provision	  	 	1.4	  	 	 	1.4	  	 	 	1.9	  	
Manufacturing and research incentives	  	 	(1.7	) 	 	 	(1.7	) 	 	 	(2.9	) 	
Taxes on foreign income which differ from the U.S. statutory rate	  	 	(3.9	) 	 	 	(2.4	) 	 	 	(3.2	) 	
Adjustments for unrecognized tax benefits	  	 	0.1	  	 	 	4.3	  	 	 	(3.5	) 	
Adjustments for valuation allowances	  	 	(13.8	) 	 	 	21.5	  	 	 	(0.3	) 	
Capital loss generation	  	 	—  	  	 	 	(41.4	) 	 	 	—  	  	
Business acquisitions & divestitures	  	 	4.1	  	 	 	—  	  	 	 	—  	  	
Other items	  	 	(1.1	) 	 	 	(2.9	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Effective tax rate	  	 	20.1	% 	 	 	13.8	% 	 	 	27.0	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	
The 2015, 2014 and 2013 effective tax rates were favorably impacted by income earned in jurisdictions where the statutory rate was less than 35%.
 
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The 2015 tax provision benefited by $17.8 million related to the divestiture of Kysor Panel Systems business resulting in a favorable impact to the effective tax rate. The benefit was primarily due to the write-off of $13.8 million of an unamortized deferred tax liability that was recorded in purchase accounting and as a result of the utilization of a capital loss carryforward to offset the tax gain.
In the third quarter of 2014, MFS made an election with the IRS to treat Enodis Holdings, Ltd, MFS’ UK Holding Company, as a partnership for U.S. income tax purposes. As a result of this status change, MFS realized a $25.6 million capital loss tax benefit. This transaction resulted in an effective tax rate benefit of 13.7% unique to 2014.
The 2013 effective tax rate benefited from the release of uncertain tax position reserves related to favorable audit settlements.
The significant components of deferred tax assets and deferred tax liabilities were as follows:

(in millions)	  	2015	 	  	2014	 	
Current deferred tax assets (liabilities):	  				  				
Inventories	  	$	—  	  	  	$	5.1	  	
Accounts receivable	  	 	—  	  	  	 	1.2	  	
Product warranty reserves	  	 	—  	  	  	 	10.9	  	
Product liability reserves	  	 	—  	  	  	 	0.8	  	
Deferred revenue, current portion	  	 	—  	  	  	 	(0.2	) 	
Deferred employee benefits	  	 	—  	  	  	 	4.7	  	
Other reserves and allowances	  	 	—  	  	  	 	5.4	  	
Less valuation allowance	  	 	—  	  	  	 	(8.3	) 	
	  	 	 	 	  	 	 	 	
Net deferred tax assets, current (1)	  	$	—  	  	  	$	19.6	  	
	  	 	 	 	  	 	 	 	
Non-current deferred tax assets (liabilities):	  				  				
Inventories	  	$	7.6	  	  	$	—  	  	
Accounts receivable	  	 	1.2	  	  	 	—  	  	
Property, plant and equipment	  	 	(2.8	) 	  	 	(8.3	) 	
Intangible assets	  	 	(218.9	) 	  	 	(242.4	) 	
Deferred employee benefits	  	 	15.7	  	  	 	12.7	  	
Product warranty reserves	  	 	14.4	  	  	 	3.9	  	
Product liability reserves	  	 	1.0	  	  	 	—  	  	
Loss carryforwards	  	 	84.9	  	  	 	119.1	  	
Deferred revenue	  	 	1.1	  	  	 	1.5	  	
Other	  	 	16.9	  	  	 	9.7	  	
	  	 	 	 	  	 	 	 	
Total non-current deferred tax liabilities	  	 	(78.9	) 	  	 	(103.8	) 	
Less valuation allowance	  	 	(80.1	) 	  	 	(104.9	) 	
	  	 	 	 	  	 	 	 	
Net deferred tax liabilities, non-current	  	$	(159.0	) 	  	$	(208.7	) 	
	  	 	 	 	  	 	 	 	
(1) - In 2015, MFS early adopted ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” which eliminated the requirement to present deferred tax liabilities and assets as current and non-current on the balance sheet. Prior periods were not retrospectively adjusted.
 
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Current and long-term tax assets and liabilities included in the combined balance sheets were as follows:

(in millions)	  	2015	 	  	2014	 	
Current income tax asset	  	$	—  	  	  	$	23.7	  	
Long-term income tax assets, included in other non-current assets	  	 	8.9	  	  	 	9.3	  	
Current deferred income tax liability, included in accounts payable and accrued expenses	  	 	—  	  	  	 	(4.1	) 	
Long-term deferred income tax liability	  	 	(167.9	) 	  	 	(218.0	) 	
	  	 	 	 	  	 	 	 	
Net deferred income tax liability	  	$	(159.0	) 	  	$	(189.1	) 	
	  	 	 	 	  	 	 	 	
MFS has not provided for additional U.S. income taxes on approximately $79.5 million of undistributed earnings of combined non-U.S. subsidiaries as of December 31, 2015 because the Company intends to reinvest such earnings indefinitely outside of the United States. Such earnings could become taxable upon sale or liquidation of these non-U.S. subsidiaries or upon dividend repatriation of cash balances. It is not practicable to estimate the amount of the unrecognized tax liability on such earnings
As of December 31, 2015, MFS has approximately $340.7 million of foreign loss carryforwards, which are available to reduce future foreign tax liabilities. Substantially all of the foreign loss carryforwards are not subject to any time restrictions on their future use, and $328.0 million are offset by a valuation allowance. MFS also has approximately $63.3 million of U.S. capital loss carryforwards which expire in 2019 and are offset by a valuation allowance.
MFS continues to record valuation allowances on the deferred tax assets in the United Kingdom, as it remains more likely than not that they will not be utilized.
MFS will continue to periodically evaluate its valuation allowance requirements in light of changing facts and circumstances, and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that MFS will either add to, or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through MFS’ income tax provision, and could have a material effect on operating results.
A reconciliation of MFS’ unrecognized tax benefits is as follows:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Balance at beginning of year	  	$	16.6	  	  	$	7.8	  	  	$	17.1	  	
Additions based on tax positions related to the current year	  	 	0.2	  	  	 	14.1	  	  	 	1.0	  	
Additions for tax positions of prior years	  	 	—  	  	  	 	—  	  	  	 	0.1	  	
Reductions based on settlements with taxing authorities	  	 	—  	  	  	 	(2.8	) 	  	 	(8.0	) 	
Reductions for lapse of statute	  	 	(0.2	) 	  	 	(2.5	) 	  	 	(2.4	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Balance at end of year	  	$	16.6	  	  	$	16.6	  	  	$	7.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Substantially all of MFS’ unrecognized tax benefits as of December 31, 2015, 2014 and 2013, if recognized, would affect the effective tax rate.
MFS recognizes interest and penalties related to tax liabilities as a part of income tax expense. As of December 31, 2015 and 2014, MFS has accrued interest and penalties of $0.9 million and $0.8 million, respectively.
MTW concluded an examination of its 2007 through 2009 U.S. tax returns during the third quarter of 2014 as well as an examination its 2010 and 2011 U.S. tax returns in the fourth quarter of 2014. The adjustments did not have a material impact on the financial statements.
 
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MTW is under examination by the Internal Revenue Service for calendar year 2014. There have been no significant developments with respect to the Company’s ongoing tax audits in other jurisdictions.
MTW has filed tax returns on behalf of MFS in the U.S. and various state and foreign jurisdictions through tax year 2015. The 2012 through 2015 tax years remain subject to examination by the IRS. The 2011 though 2015 tax years generally remain subject to examination by state authorities, and tax years 2011 through 2015 remain subject to examination in Germany. Tax years 2007 through 2015 remain subject to audit in China.
MFS regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of December 31, 2015, MFS believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its combined financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.
During the next twelve months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits and income tax expense by up to $0.7 million, either because MFS’ tax positions are sustained on audit or settled, or the applicable statute of limitations closes.
13. Other Operating and Non-Operating Expenses
The components of the line item ‘Other operating expense’ in the Combined Statements of Operations for the years ended December 31, 2015, 2014, and 2013, are summarized as follows:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Amortization expense	  	$	31.4	  	  	$	31.8	  	  	$	31.4	  	
Asset impairments	  	 	9.0	  	  	 	1.1	  	  	 	—  	  	
Restructuring expense	  	 	4.6	  	  	 	2.6	  	  	 	2.9	  	
Separation expense	  	 	4.3	  	  	 	—  	  	  	 	—  	  	
Other expense (income)	  	 	0.9	  	  	 	0.4	  	  	 	(0.8	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total other operating expense	  	$	50.2	  	  	$	35.9	  	  	$	33.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The components of the line item ‘Other income (expense) - net’ in the Combined Statements of Operations for the years ended December 31, 2015, 2014, and 2013, are summarized as follows:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Gain on sale of Kysor Panel Systems	  	$	9.9	  	  	$	—  	  	  	$	—  	  	
Gain on sale of investment property	  	 	5.4	  	  	 	—  	  	  	 	—  	  	
Gain on acquisition of Thailand joint venture	  	 	4.9	  	  	 	—  	  	  	 	—  	  	
Other (1)	  	 	1.8	  	  	 	(0.6	) 	  	 	0.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Other income (expense) - net	  	$	22.0	  	  	$	(0.6	) 	  	$	0.7	  	

(1)  	Other consists primarily of foreign currency gains and losses.	
The sale of Kysor Panel Systems is discussed further in Note 4, “Discontinued Operations and Divestitures.” The acquisition of the Thailand joint venture is discussed further in Note 3, “Acquisitions.”
 
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14. Accumulated Other Comprehensive Income (“AOCI”)
The components of accumulated other comprehensive income (loss) as of December 31, 2015 and December 31, 2014 are as follows:

(in millions)	  	2015	 	  	2014	 	
Foreign currency translation	  	$	(7.9	) 	  	$	17.3	  	
Derivative instrument fair market value, net of income taxes of $0.9 and $0.4	  	 	(1.8	) 	  	 	(1.0	) 	
Employee pension and postretirement benefit adjustments, net of income taxes of $0.3 and $0.8	  	 	(34.8	) 	  	 	(37.0	) 	
	  	 	 	 	  	 	 	 	
	  	$	(44.5	) 	  	$	(20.7	) 	
	  	 	 	 	  	 	 	 	
Summaries of the changes in accumulated other comprehensive income (loss), net of tax, by component for the years ended December 31, 2014, and December 31, 2015 are as follows:

(in millions)	 	Foreign
Currency
Translation	 	 	Gains and
Losses on Cash
Flow Hedges	 	 	Pension &
Postretirement	 	 	Total	 	
Balance at December 31, 2013	 	$	34.2	  	 	$	(0.4	) 	 	$	(32.6	) 	 	$	1.2	  	
Other comprehensive loss before reclassifications	 	 	(16.9	) 	 	 	(1.4	) 	 	 	(4.8	) 	 	 	(23.1	) 	
Amounts reclassified from accumulated other comprehensive income	 	 	—  	  	 	 	0.8	  	 	 	0.4	  	 	 	1.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive loss	 	 	(16.9	) 	 	 	(0.6	) 	 	 	(4.4	) 	 	 	(21.9	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2014	 	$	17.3	  	 	$	(1.0	) 	 	$	(37.0	) 	 	$	(20.7	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive (loss) income before reclassifications	 	 	(25.2	) 	 	 	(3.8	) 	 	 	1.1	  	 	 	(27.9	) 	
Amounts reclassified from accumulated other comprehensive income	 	 	—  	  	 	 	3.0	  	 	 	1.1	  	 	 	4.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive (loss) income	 	 	(25.2	) 	 	 	(0.8	) 	 	 	2.2	  	 	 	(23.8	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2015	 	$	(7.9	) 	 	$	(1.8	) 	 	$	(34.8	) 	 	$	(44.5	) 	

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A reconciliation of the reclassifications out of accumulated other comprehensive income, net of tax, for the year ended December 31, 2015 is as follows:

(in millions)	 	Amount Reclassified from
Accumulated Other
Comprehensive Income	 	 	Recognized Location	 	
Gains and losses on cash flow hedges	 				 				
Foreign exchange contracts	 	$	(1.4	) 	 	 	Cost of sales	  	
Commodity contracts	 	 	(3.4	) 	 	 	Cost of sales	  	
	 	 	 	 	 				
	 	 	(4.8	) 	 	 	Total before tax	  	
	 	 	1.8	  	 	 	Tax expense	  	
	 	 	 	 	 				
	 	$	(3.0	) 	 	 	Net of tax	  	
	 	 	 	 	 				
Amortization of pension and postretirement items	 				 				
Amortization of prior service cost	 	 	—  	(a) 	 				
Actuarial losses	 	 	(1.1	)(a) 	 				
	 	 	 	 	 				
	 	 	(1.1	) 	 	 	Total before tax	  	
	 	 	—  	  	 	 	Tax benefit	  	
	 	 	 	 	 				
	 	$	(1.1	) 	 	 	Net of Tax	  	

	 	 	 	 	 				
Total reclassifications for the period	 	$	(4.1	) 	 	 	Net of Tax	  	

(a)	These other comprehensive income components are included in the net periodic pension cost (see Note 19, “Employee Benefit Plans,” for further details).	
A reconciliation of the reclassifications out of accumulated other comprehensive income, net of tax, for the year ended December 31, 2014 is as follows:

(in millions)	 	Amount Reclassified from
Accumulated Other
Comprehensive Income	 	 	Recognized Location	 	
Gains and losses on cash flow hedges	 				 				
Foreign exchange contracts	 	$	(0.9	) 	 	 	Cost of sales	  	
Commodity contracts	 	 	(0.3	) 	 	 	Cost of sales	  	
	 	 	 	 	 				
	 	 	(1.2	) 	 	 	Total before tax	  	
	 	 	0.4	  	 	 	Tax expense	  	
	 	 	 	 	 				
	 	$	(0.8	) 	 	 	Net of tax	  	
	 	 	 	 	 				
Amortization of pension and postretirement items	 				 				
Amortization of prior service cost	 	 	0.3	(a) 	 				
Actuarial losses	 	 	(0.8	)(a) 	 				
	 	 	 	 	 				
	 	 	(0.5	) 	 	 	Total before tax	  	
	 	 	0.1	  	 	 	Tax benefit	  	
	 	 	 	 	 				
	 	$	(0.4	) 	 	 	Net of Tax	  	

	 	 	 	 	 				
Total reclassifications for the period	 	$	(1.2	) 	 	 	Net of Tax	  	

(a)	These other comprehensive income components are included in the net periodic pension cost (see Note 19, “Employee Benefit Plans,” for further details).	
 
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15. Stock-Based Compensation
During the periods presented certain employees of MFS participated in stock-based compensation plans sponsored by MTW. Under these stock-based compensation plans, MTW provided awards to employees of MFS with restricted common stock, restricted stock units, and stock options to purchase shares of Manitowoc. Because MFS employees provide services in consideration for their participation in MFS’ plans, the stock-based compensation expense for the awards granted to MFS employees has been reflected in the combined financial statements. See Note 23, “Net Parent Company Investment and Related Party Transactions” for further information on corporate allocations.
MFS recognizes expense for all stock-based compensation on a straight-line basis over the vesting period of the entire award.
Total stock-based compensation expense before tax was $2.3 million, $2.4 million and $3.5 million during 2015, 2014, and 2013, respectively. In 2015, the company also recognized $0.5 million of expense before tax related to restricted stock retention awards.
Stock Options
Any option granted to directors of MTW were exercisable immediately upon granting and expire ten years subsequent to the grant date. For all outstanding grants made to officers and employees prior to 2011, options become exercisable in 25% increments annually over a four-year period beginning on the second anniversary of the grant date and expire ten years subsequent to the grant date. Starting with 2011 grants to officers and directors, such options become exercisable in 25% increments annually over a four-year period beginning on the first anniversary of the grant date and expire ten years subsequent to the grant date.
MTW granted options to MFS employees to acquire 0.4 million, 0.1 million and 0.1 million shares of common stock during 2015, 2014, and 2013, respectively. Stock-based compensation expense is calculated by estimating the fair value of incentive and non-qualified stock options at the time of grant and is amortized over the stock options’ vesting period. MFS recognized $0.6 million ($0.4 million after taxes), $0.9 million ($0.5 million after taxes) and $1.7 million ($1.0 million after taxes) of compensation expense associated with stock options during 2015, 2014, and 2013, respectively.
A summary of MFS’ stock option activity is as follows (in millions, except weighted average exercise price per share):

 	  	Shares	 	  	Weighted
Average
Exercise Price	 	  	Aggregate
Intrinsic
Value	 	
Options outstanding as of January 1, 2015	  	 	0.7	  	  	$	15.90	  	  				
Additional options transferred and outstanding as of January 1, 2015	  	 	0.5	  	  	 	16.31	  	  				
	  	 	 	 	  				  				
Total options outstanding as of January 1, 2015	  	 	1.2	  	  	 	16.31	  	  				
Granted	  	 	0.4	  	  	 	19.59	  	  				
Exercised	  	 	(0.2	) 	  	 	9.08	  	  				
Cancelled	  	 	—  	  	  	 	22.26	  	  				
	  	 	 	 	  	 	 	 	  	 	 	 	
Options outstanding as of December 31, 2015	  	 	1.4	  	  	$	17.70	  	  	$	3.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Options exercisable as of:	  				  				  				
	  	 	 	 	  	 	 	 	  	 	 	 	
December 31, 2015	  	 	1.0	  	  	$	16.91	  	  	$	3.2	  	

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The outstanding stock options at December 31, 2015 have a range of exercise prices from $4.41 to $43.33 per share. The following table shows the options outstanding and exercisable by range of exercise prices at December 31, 2015 (in millions, except range of exercise price per share, weighted average remaining contractual life and weighted average exercise price):

Range of Exercise Price per Share	  	Outstanding
Options	 	  	Weighted
Average
Remaining
Contractual
Life (Years)	 	  	Weighted
Average
Exercise
Price	 	  	Exercisable
Options	 	  	Weighted
Average
Exercise
Price	 	
$  4.41 - $11.34	  	 	0.2	  	  	 	2.9	  	  	$	4.41	  	  	 	0.2	  	  	$	4.41	  	
$11.35 - $18.13	  	 	0.4	  	  	 	5.4	  	  	 	13.79	  	  	 	0.3	  	  	 	12.72	  	
$18.14 - $26.09	  	 	0.4	  	  	 	5.2	  	  	 	20.13	  	  	 	0.3	  	  	 	19.70	  	
$26.10 - $29.06	  	 	0.1	  	  	 	0.3	  	  	 	26.10	  	  	 	—  	  	  	 	26.10	  	
$29.07 - $38.86	  	 	0.2	  	  	 	3.7	  	  	 	29.27	  	  	 	0.1	  	  	 	29.34	  	
$38.87 - $43.33	  	 	0.1	  	  	 	1.9	  	  	 	39.27	  	  	 	0.1	  	  	 	39.27	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	 	1.4	  	  	 	4.3	  	  	$	17.70	  	  	 	1.0	  	  	$	16.91	  	
MFS uses the Black-Scholes valuation model to value stock options. MFS used historical stock prices for MTW shares of common stock as the basis for its volatility assumption. The assumed risk-free rates were based on ten-year U.S. Treasury rates in effect at the time of grant. The expected option life represents the period of time that the options granted are expected to be outstanding and is based on historical experience.
As of December 31, 2015, MFS has $1.4 million of unrecognized compensation expense before tax related to stock options, which will be recognized over a weighted average period of 3.3 years.
The weighted average fair value of options granted per share during the years ended December 31, 2015, 2014, and 2013 was $9.71, $14.83, and $9.00, respectively. The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing method with the following assumptions:

 	  	2015	 	 	2014	 	 	2013	 	
Expected Life (years)	  	 	6.0	  	 	 	6.0	  	 	 	6.0	  	
Risk-free Interest rate	  	 	1.8	% 	 	 	1.9	% 	 	 	1.1	% 	
Expected volatility	  	 	56.0	% 	 	 	55.0	% 	 	 	56.0	% 	
Expected dividend yield	  	 	0.3	% 	 	 	0.4	% 	 	 	0.6	% 	
For the years ended December 31, 2015, 2014, and 2013 the total intrinsic value of stock options exercised was $1.8 million, $8.0 million, and $1.5 million, respectively.
Restricted Stock Units
MTW granted restricted performance stock units of 0.2 million, 0.1 million and 0.1 million in 2015, 2014, and 2013, respectively. The restricted stock units are earned either based on service over the vesting period, or based on service over the vesting period on the extent to which performance goals are met over the applicable performance period (“performance shares”). The performance goals and the applicable performance period vary for each grant year. MFS recognized $1.7 million ($1.1 million after taxes), $0.9 million ($0.6 million after taxes) and $1.0 million ($0.6 million after taxes) of compensation expense associated with restricted stock units during 2015, 2014 and 2013, respectively.
The restricted stock units granted to employees in 2015 generally vest on the third anniversary of the grant date, assuming continued employment. The restricted stock units granted to directors in 2015 generally vest on the second anniversary of the grant date, assuming continued service. Performance shares were not granted in 2015 due to anticipated separation.
 
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The restricted stock units granted to employees in 2014 vest on the third anniversary of the grant date. The restricted stock units granted to directors in 2014 vest on the second anniversary of the grant date. The performance shares granted in 2014 are earned based on the extent to which performance goals are met by MFS over a three-year period from January 1, 2014 to December 31, 2016. The performance goals for the performance shares granted in 2014 are based fifty percent (50%) on total shareholder return relative to a peer group of companies over the three-year period and fifty percent (50%) on EVA ® improvement over the three-year period. In view of the Spin-Off, the Board of MTW prior to the Spin-Off agreed that the 2014 performance share award would be paid-out at target at the end of the three-year performance period. Depending on the foregoing factors, the number of shares awarded could range from zero to 0.1 million for the 2014 performance share grants. For these awards, the expense is based on the fair value of MTW’s shares as of the grant date for the EVA ® improvement criteria and a Monte Carlo model for the total shareholder return criteria.
The performance shares granted in 2013 were earned based on the extent to which performance goals are met by MFS over a three-year period from January 1, 2013 to December 31, 2015. The performance goals for the performance shares granted in 2013 were based fifty percent (50%) on total shareholder return relative to a peer group of companies over the three-year period and fifty percent (50%) on debt reduction over the three-year period. These awards were earned at 78.6% of target, which resulted in a payout of 0.1 million shares in 2016. For these awards, the expense was based on the fair value of the company’s shares as of the grant date for the debt reduction criteria and a Monte Carlo model for the total shareholder return criteria.
A summary of activity for restricted stock units for the year ended December 31, 2015 is as follows (in millions except weighted average grant date fair value):

 	  	Shares	 	  	Weighted
Average
Grant Date
Fair Value	 	
Unvested as of January 1, 2015	  	 	0.2	  	  	$	30.72	  	
Granted	  	 	0.2	  	  	 	21.67	  	
Vested	  	 	(0.1	) 	  	 	24.82	  	
Cancelled	  	 	(0.1	) 	  	 	24.11	  	
	  	 	 	 	  	 	 	 	
Unvested as of December 31, 2015	  	 	0.2	  	  	$	24.50	  	
	  	 	 	 	  	 	 	 	
As of December 31, 2015, MFS had $1.7 million of unrecognized compensation expense before tax related to restricted performance stock units which will be recognized over a weighted average period of 1.8 years.
16. Contingencies and Significant Estimates
As of December 31, 2015, MFS held reserves for environmental matters related to Enodis locations of approximately $0.4 million. At certain of MFS’ other facilities, we have identified potential contaminants in soil and groundwater. The ultimate cost of any remediation required will depend upon the results of future investigation. Based upon available information, we do not expect the ultimate costs at any of these locations will have a material adverse effect on its financial condition, results of operations, or cash flows individually or in the aggregate.
MFS believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses. Based on the facts presently known, we do not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations, or cash flows.
As of December 31, 2015, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels. MFS’ self-insurance retention levels
 
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vary by business, and have fluctuated over the last ten years. The range of our self-insured retention levels is $0.1 million to $0.25 million per occurrence. As of December 31, 2015, the largest self-insured retention level for new occurrences currently maintained by us is $0.25 million per occurrence and applies to product liability claims for the hot category products manufactured in the United States.
Product liability reserves in the combined balance sheets at December 31, 2015 and December 31, 2014 were $2.6 million and $2.2 million, respectively; $0.9 million and $0.2 million, respectively, was reserved specifically for actual cases, and $1.7 million and $2.0 million, respectively, for claims incurred but not reported, which were estimated using actuarial methods. Based on our experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.
At December 31, 2015 and December 31, 2014, MFS had reserved $40.0 million and $42.0 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the combined balance sheets. Certain of these warranty and other related claims involve matters in dispute that ultimately are resolved by negotiations, arbitration, or litigation. See Note 17, “Guarantees,” for further information.
It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of our historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes.
MFS is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution of all matters is not expected to have a material adverse effect on MFS’ financial condition, results of operations, or cash flows.
17. Guarantees
In the normal course of business, MFS provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the Company. Such warranty generally provides that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer-term warranties. If a product fails to comply with MFS’ warranty, we may be obligated, at our expense, to correct any defect by repairing or replacing such defective products. MFS provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized. These costs primarily include labor and materials, as necessary, associated with repair or replacement. The primary factors that affect our warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, we assess the adequacy of our recorded warranty liability and adjust the amounts as necessary. Below is a table summarizing the warranty activity for the years ended December 31, 2015 and 2014:

(in millions)	  	2015	 	  	2014	 	
Balance at beginning of period	  	$	42.0	  	  	$	38.3	  	
Accruals for warranties issued during the period	  	 	24.2	  	  	 	27.9	  	
Divestiture	  	 	—  	  	  	 	(23.7	) 	
Settlements made (in cash or in kind) during the period	  	 	(25.2	) 	  	 	(0.5	) 	
Currency translation	  	 	(1.0	) 	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Balance at end of period	  	$	40.0	  	  	$	42.0	  	

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MFS also offers extended warranties, which are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the warranty period. The deferred revenue on warranties included in other current and non-current liabilities at December 31, 2015 and December 31, 2014, was $5.7 million and $5.4 million, respectively.
18. Restructuring and Asset Impairments
In conjunction with the acquisition of Enodis in October 2008, certain restructuring activities were undertaken to recognize cost synergies and rationalize the new cost structure of MFS. The restructuring reserve balance as of December 31, 2015 and December 31, 2014, includes certain of these costs, including a pension withdrawal liability. MFS recorded additional amounts in 2015 primarily related to a company-wide reduction in force and the proposed closing of the Cleveland facility.
The following is a rollforward of all restructuring activities related to MFS for the year ended December 31, 2015 (in millions):

Restructuring
Reserve Balance as
of
December 31, 2014	 	  	Restructuring
Charges	 	  	Use of Reserve	 	  	Restructuring
Reserve Balance as
of
December 31, 2015	 	
$	15.6	  	  	$	4.6	  	  	$	(3.4	) 	  	$	16.8	  	
In conjunction with this restructuring plan, MFS recorded an impairment expense of $9.0 million related to our manufacturing plant in Cleveland that will be closed in 2016.
Restructuring expense of $4.6 million and asset impairment expense of $9.0 million are presented on the Combined Statements of Operations within “Other operating (income) expense - net”.
19. Employee Benefit Plans
Defined Contribution Plans
MTW maintains three defined contribution retirement plans for its employees: (1) The Manitowoc Company, Inc. 401(k) Retirement Plan (the “MTW 401(k) Retirement Plan”); (2) The Manitowoc Company, Inc. Retirement Savings Plan (the “MTW Retirement Savings Plan”); and (3) The Manitowoc Company, Inc. Deferred Compensation Plan (the “MTW Deferred Compensation Plan”). Each plan results in individual participant balances that reflect a combination of amounts contributed by MTW or deferred by the participant, amounts invested at the direction of either the company or the participant, and the continuing reinvestment of returns until the accounts are distributed.
MTW 401(k)   Retirement Plan  The MTW 401(k) Retirement Plan is a tax-qualified retirement plan that is available to substantially all non-union U.S. employees of MTW, its subsidiaries and related entities. The Company merged the accounts of non-union participants in the Enodis Corporation 401(k) Plan with and into the MTW 401(k) Retirement Plan on December 31, 2009.
The MTW 401(k) Retirement Plan allows employees to make both pre- and post-tax elective deferrals, subject to certain limitations under the Internal Revenue Code of 1986, as amended (the “Tax Code”). MTW also has the right to make the following additional contributions: (1) a matching contribution based upon individual employee deferrals and (2) an additional contribution based on MTW’s performance metrics. Each participant in the MTW 401(k) Retirement Plan is allowed to direct the investment of that participant’s account among a diverse mix of investment funds, including a company stock alternative. To the extent that any funds are invested in MTW stock, that portion of the MTW 401(k) Retirement Plan is an employee stock ownership plan, as defined under the Tax Code (an “ESOP”).
 
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The terms governing the retirement benefits under the MTW 401(k) Retirement Plan are the same for MTW’s executive officers as they are for other eligible employees in the United States.
As of March 4, 2016, MFS holds its own 401 (K) Retirement Plan and no longer participates in the MTW 401 (K) Retirement Plan. The composition of the MFS plan is substantially the same as the former MTW plan.
MTW Retirement Savings Plan The MTW Retirement Savings Plan is a tax-qualified retirement plan that is available to certain collectively bargained U.S. employees of MTW, its subsidiaries and related entities. MTW merged the following plans with and into the MTW Retirement Savings Plan on December 31, 2009: (1) The Manitowoc Cranes, Inc. Hourly-Paid Employees’ Deferred Profit-Sharing Plan; (2) the Manitowoc Ice, Inc. Hourly-Paid Employees’ Deferred Profit-Sharing Plan; and (3) the accounts of collectively bargained participants in the Enodis Corporation 401(k) Plan.
The MTW Retirement Savings Plan allows employees to make both pre- and post-tax elective deferrals, subject to certain limitations under the Tax Code. MTW also has the right to make the following additional contributions: (1) a matching contribution based upon individual employee deferrals; and (2) an additional discretionary or fixed company contribution. Each participant in the MTW Retirement Savings Plan is allowed to direct the investment of that participant’s account among a diverse mix of investment funds, including a company stock alternative. To the extent that any funds are invested in MTW stock, that portion of the MTW Retirement Savings Plan is an ESOP.
MTW’s executive officers are not eligible to participate in the MTW Retirement Savings Plan. MTW contributions to the plans are based upon formulas contained in the plans. For both plans mentioned above, MFS’ portion of total costs incurred under these plans were $1.5 million, $3.7 million and $4.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.
As of March 4, 2016, MFS holds its own Retirement Savings Plan and no longer participates in the MTW Retirement Savings Plan. The composition of the MFS plan is substantially the same as the former MTW plan.
MTW Deferred Compensation Plan   The MTW Deferred Compensation Plan is a non-tax-qualified supplemental deferred compensation plan for highly compensated and key management employees and for directors. On December 31, 2009, MTW merged the Enodis Corporation Supplemental Executive Retirement Plan, another defined contribution deferred compensation plan, with and into the MTW Deferred Compensation Plan. MTW maintains the MTW Deferred Compensation Plan to allow eligible individuals to save for retirement in a tax-efficient manner despite Tax Code restrictions that would otherwise impair their ability to do so under the MTW 401(k) Retirement Plan. The MTW Deferred Compensation Plan also assists MTW in retaining those key employees and directors.
The MTW Deferred Compensation Plan accounts are credited with: (1) elective deferrals made at the request of the individual participant; and/or (2) a discretionary company contribution for each individual participant. Although unfunded within the meaning of the Tax Code, the MTW Deferred Compensation Plan utilizes a rabbi trust to hold assets intended to satisfy MTW’s corresponding future benefit obligations. Each participant in the MTW Deferred Compensation Plan is credited with interest based upon individual elections from amongst a diverse mix of investment funds that are intended to reflect investment funds similar to those offered under the MTW 401(k) Retirement Plan, including company stock. Participants do not receive preferential or above-market rates of return under the MTW Deferred Compensation Plan.
None of MTW’s deferred compensation plan assets or obligations have been reflected in the combined balance sheet of MFS, because MFS is not a party to the obligation between MTW and key management employees and directors.
As of March 4, 2016, MFS holds its own Deferred Compensation Plan and no longer participates in the MTW Deferred Compensation Plan. The composition of the MFS plan is substantially the same as the former MTW plan.
 
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Defined Benefit Plans
Shared Plans
Certain U.S. employees of MFS participate in pension and other postretirement benefit plans (the “Shared Plans”) sponsored by MTW, which include participants of other MTW subsidiaries. MFS accounts for these Shared Plans for the purpose of the combined financial statements as a multiemployer plan. Accordingly, MFS does not record an asset or liability to recognize the funded status of the Shared Plans as MFS is not a party to the obligation between MTW and the participants of the multiemployer plan. However, the costs associated with these Shared Plans of $1.6 million, $1.0 million, and $0.8 million, for the years ended December 31, 2015, 2014, and 2013, respectively, are reflected on the MFS combined statement of operations. This expense reflects an approximation of MFS’ portion of the costs of the Shared Plans as well as costs attributable to MTW corporate employees, which have been allocated to the MFS combined statement of operations based on methodology deemed reasonable by management.
As of March 4, 2016, MFS holds its own Defined Benefit Plan and no longer participates in the MTW Defined Benefit Plan. The composition of the MFS plan is substantially the same as the former MTW plan.
Direct Plans
Certain MFS subsidiaries sponsor their own pension and other postretirement benefit plans (the “Direct Plans”), which are accounted for as defined benefit plans. Accordingly, the funded and unfunded position of each Direct Plan is recorded in our combined balance sheets. Actuarial gains and losses that have not yet been recognized through income are recorded in accumulated other comprehensive income net of taxes until they are amortized as a component of net periodic benefit cost. The determination of benefit obligations and the recognition of expenses related to the Direct Plans are dependent on various assumptions. The major assumptions primarily relate to discount rates, long-term expected rates of return on plan assets, and future compensation increases. Management develops each assumption using relevant company experience in conjunction with market-related data for each individual country in which such plans exist.
The components of period benefit costs for the Direct Plans for the years ended December 31, 2015, 2014 and 2013 are as follows:

  	  	Pension Plans	 	 	Postretirement
Health and Other	 	
(in millions)	  	2015	 	 	2014	 	 	2013	 	 	2015	 	 	2014	 	 	2013	 	
Service cost - benefits earned during the year	  	$	0.4	  	 	$	0.5	  	 	$	0.5	  	 	$	—  	  	 	$	—  	  	 	$	0.1	  	
Interest cost of projected benefit obligation	  	 	6.5	  	 	 	8.1	  	 	 	6.8	  	 	 	0.1	  	 	 	0.2	  	 	 	0.2	  	
Expected return on assets	  	 	(5.4	) 	 	 	(7.1	) 	 	 	(5.5	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Amortization of prior service cost	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(0.3	) 	 	 	(0.1	) 	
Amortization of actuarial net loss (gain)	  	 	1.2	  	 	 	0.9	  	 	 	1.3	  	 	 	(0.1	) 	 	 	(0.1	) 	 	 	—  	  	
Curtailment gain recognized	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(0.8	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit cost	  	$	2.7	  	 	$	2.4	  	 	$	3.1	  	 	$	—  	  	 	$	(0.2	) 	 	$	(0.6	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average assumptions:	  				 				 				 				 				 				
Discount rate	  	 	3.5	% 	 	 	4.4	% 	 	 	4.0	% 	 	 	3.7	% 	 	 	4.5	% 	 	 	3.6	% 	
Expected return on plan assets	  	 	3.5	% 	 	 	4.5	% 	 	 	3.9	% 	 	 	N/A	  	 	 	N/A	  	 	 	N/A	  	
Rate of compensation increase	  	 	4.0	% 	 	 	4.0	% 	 	 	3.5	% 	 	 	1.5	% 	 	 	1.5	% 	 	 	3.0	% 	
The prior service costs are amortized on a straight-line basis over the average remaining service period of active participants. Gains and losses in excess of 10% of the greater of the benefit obligation and the market-related value of assets are amortized over the average remaining service period of active participants.
To develop the expected long-term rate of return on assets assumptions, MFS considered the historical returns and future expectations for returns in each asset class, as well as targeted asset allocation percentages within the pension portfolio.
 
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The following is a reconciliation of the changes in benefit obligation, the changes in plan assets, and the funded status of the Direct Plans as of December 31, 2015 and 2014:

 	  	Pension Plans	 	 	Postretirement
Health and Other	 	
(in millions)	  	2015	 	 	2014	 	 	  2015  	 	 	  2014  	 	
Change in Benefit Obligation	  				 				 				 				
Benefit obligation, beginning of year	  	$	195.0	  	 	$	186.0	  	 	$	2.8	  	 	$	3.3	  	
Service cost	  	 	0.4	  	 	 	0.5	  	 	 	—  	  	 	 	—  	  	
Interest cost	  	 	6.5	  	 	 	8.1	  	 	 	0.1	  	 	 	0.2	  	
Participant contributions	  	 	—  	  	 	 	0.1	  	 	 	0.3	  	 	 	0.3	  	
Medicare subsidies received	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.1	  	
Plan settlements	  	 	—  	  	 	 	1.7	  	 	 	—  	  	 	 	—  	  	
Actuarial (gain) loss	  	 	(5.5	) 	 	 	19.3	  	 	 	0.7	  	 	 	(0.5	) 	
Currency translation adjustment	  	 	(8.8	) 	 	 	(10.0	) 	 	 	(0.2	) 	 	 	(0.1	) 	
Benefits paid	  	 	(10.4	) 	 	 	(10.7	) 	 	 	(0.5	) 	 	 	(0.5	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Benefit obligation, end of year	  	$	177.2	  	 	$	195.0	  	 	$	3.2	  	 	$	2.8	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in Plan Assets	  				 				 				 				
Fair value of plan assets, beginning of year	  	$	162.1	  	 	$	159.5	  	 	$	—  	  	 	$	—  	  	
Actual return on plan assets	  	 	0.6	  	 	 	18.6	  	 	 	—  	  	 	 	—  	  	
Employer contributions	  	 	3.1	  	 	 	3.1	  	 	 	0.2	  	 	 	0.1	  	
Participant contributions	  	 	—  	  	 	 	0.1	  	 	 	0.3	  	 	 	0.3	  	
Medicare subsidies received	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.1	  	
Currency translation adjustment	  	 	(7.5	) 	 	 	(8.5	) 	 	 	—  	  	 	 	—  	  	
Benefits paid	  	 	(10.4	) 	 	 	(10.7	) 	 	 	(0.5	) 	 	 	(0.5	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair value of plan assets, end of year	  	 	147.9	  	 	 	162.1	  	 	 	—  	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Funded status	  	$	(29.3	) 	 	$	(32.9	) 	 	$	(3.2	) 	 	$	(2.8	) 	

Amounts recognized in the Combined Balance sheet at December 31	  				 				 				 				
Pension asset	  	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	—  	  	
Pension obligation	  	 	(29.3	) 	 	 	(32.9	) 	 	 	—  	  	 	 	—  	  	
Postretirement health and other benefit obligations	  	 	—  	  	 	 	—  	  	 	 	(3.2	) 	 	 	(2.8	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net amount recognized	  	$	(29.3	) 	 	$	(32.9	) 	 	$	(3.2	) 	 	$	(2.8	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted-Average Assumptions	  				 				 				 				
Discount rate	  	 	3.7	% 	 	 	3.5	% 	 	 	3.9	% 	 	 	3.7	% 	
Expected return on plan assets	  	 	3.5	% 	 	 	4.5	% 	 	 	N/A	  	 	 	N/A	  	
Rate of compensation increase	  	 	4.0	% 	 	 	4.0	% 	 	 	1.5	% 	 	 	1.5	% 	
Amounts recognized in accumulated other comprehensive income as of December 31, 2015 and 2014, consist of the following:

 	  	Pensions	 	  	Postretirement
Health and Other	 	
(in millions)	  	2015	 	  	2014	 	  	  2015  	 	  	  2014  	 	
Net actuarial gain (loss)	  	$	(35.1	) 	  	$	(38.7	) 	  	$	—  	  	  	$	0.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total amount recognized	  	$	(35.1	) 	  	$	(38.7	) 	  	$	—  	  	  	$	0.9	  	

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We expect to recognize $1.2 million of net periodic benefit cost for the pension plan during the next fiscal year, which cost is currently included in accumulated other comprehensive income and no gain is expected to be recognized for the postretirement health and other plans. For measurement purposes, a 6.7% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2015. The rate was assumed to decrease gradually to 4.5% for 2027 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The following table summarizes the sensitivity of our December 31, 2015 retirement obligations and 2016 retirement benefit costs of our plans to changes in the key assumptions used to determine those results (in millions):

Change in assumption:	  	Estimated
increase
(decrease)
in 2016
Pension
Cost	 	 	Estimated
increase
(decrease) in
Projected
Benefit
Obligation
for the year
ended
December 31,
2015	 	 	Estimated
increase
(decrease) in
2016 Other
Postretirement
Benefit Costs	 	  	Estimated
increase
(decrease) in
Other
Postretirement
Benefit
Obligation
for the year
ended
December 31,
2015	 	
0.5% increase in discount rate	  	$	(0.3	) 	 	$	(10.8	) 	 	$	—  	  	  	$	(0.1	) 	
0.5% decrease in discount rate	  	 	0.2	  	 	 	11.6	  	 	 	—  	  	  	 	0.2	  	
0.5% increase in long-term return on assets	  	 	(0.7	) 	 	 	N/A	  	 	 	N/A	  	  	 	N/A	  	
0.5% decrease in long-term return on assets	  	 	0.7	  	 	 	N/A	  	 	 	N/A	  	  	 	N/A	  	
1.0% increase in medical trend rates	  	 	N/A	  	 	 	N/A	  	 	 	0.1	  	  	 	0.2	  	
1.0% decrease in medical trend rates	  	 	N/A	  	 	 	N/A	  	 	 	—  	  	  	 	(0.2	) 	
It is reasonably possible that the estimate for future retirement and health costs may change in the near future due to changes in the health care environment or changes in interest rates that may arise. Presently, there is no reliable means to estimate the amount of any such potential changes.
The weighted-average asset allocations of the pension plans at December 31, 2015 and 2014, by asset category are as follows

 	  	2015	 	 	2014	 	
Equity	  	 	10.2	% 	 	 	15.0	% 	
Debt Securities	  	 	28.9	% 	 	 	23.8	% 	
Other	  	 	60.9	% 	 	 	61.2	% 	
	  	 	 	 	 	 	 	 	
	  	 	100.0	% 	 	 	100.0	% 	
	  	 	 	 	 	 	 	 	
Investment Strategy
Certain MFS subsidiaries sponsor their own pension and other postretirement benefit plans (the “Direct Plans”), which are accounted for as defined benefit plans.
The overall objective of MFS’ pension assets is to earn a rate of return over time to satisfy the benefit obligations of the pension plans and to maintain sufficient liquidity to pay benefits and address other cash requirements of the pension fund. Specific investment objectives for our long-term investment strategy include reducing the volatility of pension assets relative to pension liabilities, achieving a competitive, total investment return, achieving diversification between and within asset classes and managing other risks. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified.
 
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MFS reviews its long-term, strategic asset allocations annually. MFS uses various analytics to determine the optimal asset mix and consider plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the distribution of returns. MFS identifies investment benchmarks for the asset classes in the strategic asset allocation that are market-based and investable where possible.
Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions and the timing of benefit payments and contributions. The asset allocation is monitored and rebalanced on a monthly basis.
The actual allocations for the pension assets at December 31, 2015, and target allocations by asset class, are as follows:

 	  	Target Allocations	 	 	Weighted Average
Asset Allocations	 	
Equity Securities	  	 	9.0	% 	 	 	10.2	% 	
Debt Securities	  	 	29.0	% 	 	 	28.9	% 	
Other	  	 	62.0	% 	 	 	60.9	% 	
Risk Management In managing the plan assets, we review and manage risk associated with funded status risk, interest rate risk, market risk, counterparty risk, liquidity risk and operational risk. Liability management and asset class diversification are central to our risk management approach and are integral to the overall investment strategy. Further, asset classes are constructed to achieve diversification by investment strategy, by investment manager, by industry or sector and by holding. Investment manager guidelines for publicly traded assets are specified and are monitored regularly.
Fair Value Measurements The following table presents our plan assets using the fair value hierarchy as of December 31, 2015 and 2014. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant non-observable inputs.

 	 	December 31, 2015	 	
Assets (in millions)	 	Quoted Prices in Active
Markets for Identical
Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Unobservable Inputs
(Level 3)	 	 	Total	 	
Cash	 	$	0.3	  	 	$	—  	  	 	$	—  	  	 	$	0.3	  	
Insurance group annuity contracts	 	 	—  	  	 	 	—  	  	 	 	89.9	  	 	 	89.9	  	
Common/collective trust funds — Government, corporate and other non-government debt	 	 	—  	  	 	 	36.7	  	 	 	—  	  	 	 	36.7	  	
Common/collective trust funds — Corporate equity	 	 	—  	  	 	 	15.1	  	 	 	—  	  	 	 	15.1	  	
Common/collective trust funds — Customized strategy	 	 	—  	  	 	 	5.9	  	 	 	—  	  	 	 	5.9	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	0.3	  	 	$	57.7	  	 	$	89.9	  	 	$	147.9	  	

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 	 	December 31, 2014	 	
Assets (in millions)	 	Quoted Prices in Active
Markets for Identical
Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Unobservable Inputs
(Level 3)	 	 	Total	 	
Cash	 	$	0.3	  	 	$	—  	  	 	$	—  	  	 	$	0.3	  	
Insurance group annuity contracts	 	 	—  	  	 	 	—  	  	 	 	98.9	  	 	 	98.9	  	
Common/collective trust funds — Government, corporate and other non-government debt	 	 	—  	  	 	 	21.1	  	 	 	—  	  	 	 	21.1	  	
Common/collective trust funds — Corporate equity	 	 	—  	  	 	 	37.5	  	 	 	—  	  	 	 	37.5	  	
Common/collective trust funds — Customized strategy	 	 	—  	  	 	 	4.3	  	 	 	—  	  	 	 	4.3	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	0.3	  	 	$	62.9	  	 	$	98.9	  	 	$	162.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash equivalents and other short-term investments, which are used to pay benefits, are primarily held in registered money market funds which are valued using a market approach based on the quoted market prices of identical instruments. Other cash equivalent and short-term investments are valued daily by the fund using a market approach with inputs that include quoted market prices for similar instruments.
Insurance group annuity contracts are valued at the present value of the future benefit payments owed by the insurance company to the plans’ participants.
Common/collective funds are typically common or collective trusts valued at their net asset values that are calculated by the investment manager or sponsor of the fund and have daily or monthly liquidity.
A reconciliation of the fair values measurements of plan assets using significant unobservable inputs (Level 3) from the beginning of the year to the end of the year is as follows:

 	  	Insurance Contracts
Year Ended December 31,	 	
(in millions)	  	    2015    	 	  	    2014    	 	
Beginning Balance	  	$	98.9	  	  	$	98.7	  	
Actual return on assets	  	 	0.9	  	  	 	11.2	  	
Benefit payments	  	 	(5.4	) 	  	 	(5.8	) 	
Foreign currency impact	  	 	(4.6	) 	  	 	(5.2	) 	
	  	 	 	 	  	 	 	 	
Ending Balance	  	$	89.8	  	  	$	98.9	  	
	  	 	 	 	  	 	 	 	
The expected 2016 contributions for pension plans are as follows: the minimum contribution for 2016 is $3.0 million; and no planned discretionary or non-cash contributions. Expected company paid claims for the postretirement health and life insurance plans are $0.2 million for 2016.
 
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Projected benefit payments from the plans as of December 31, 2015 are estimated as follows:

(in millions)	  	Pension Plans	 	  	Postretirement
Health and Other	 	
2016	  	$	10.6	  	  	$	0.2	  	
2017	  	 	11.0	  	  	 	0.2	  	
2018	  	 	11.4	  	  	 	0.2	  	
2019	  	 	11.9	  	  	 	0.2	  	
2020	  	 	12.4	  	  	 	0.2	  	
2021-2025	  	 	69.6	  	  	 	1.1	  	
The fair value of plan assets for which the accumulated benefit obligation is in excess of the plan assets as of December 31, 2015 and 2014 is as follows:

 	  	Pension Plans	 	
(in millions)	  	2015	 	  	2014	 	
Projected benefit obligation	  	$	177.2	  	  	$	195.0	  	
Accumulated benefit obligation	  	 	176.3	  	  	 	194.1	  	
Fair value of plan assets	  	 	147.9	  	  	 	162.1	  	
The accumulated benefit obligation for all pension plans as of December 31, 2015 and 2014 was $176.3 million and $194.1 million, respectively.
The measurement date for all plans is December 31, 2015.
MFS, through its Lincoln Foodservice operation, participated in a multiemployer defined benefit pension plan under a collective bargaining agreement that covered certain of its union-represented employees. In 2013, with the finalization of the reorganization and plant restructuring that affected the Lincoln Foodservice operation, MFS was deemed to have effectively withdrawn its participation in the multiemployer defined benefit pension plan. This withdrawal obligation is part of the restructuring accrual in our combined balance sheet. The withdrawal obligation ($13.2 million as of December 31, 2015) is payable in 48 quarterly installments of $0.5 million through April 2025. As MFS was deemed to have effectively withdrawn its participation in this plan in 2013, no further contributions were made to the plan. The contributions by MFS to the multiemployer plan for the years ended December 31, 2015, 2014 and 2013 are as follows:

(in millions)	  	 	 	  	 	 	  	 	 	  	 	 	
Pension Fund	  	EIN / Pension Plan
Number	 	  	2015	 	  	2014	 	  	2013	 	
Sheet Metal Workers’ National Pension Fund	  	 	52-6112463 / 001	  	  	$	—  	  	  	$	—  	  	  	$	0.3	  	
	  				  	 	 	 	  	 	 	 	  	 	 	 	
Total Contributions	  				  	$	—  	  	  	$	—  	  	  	$	0.3	  	
	  				  	 	 	 	  	 	 	 	  	 	 	 	
20. Leases
MFS leases various property, plant and equipment. Terms of the leases vary, but generally require MFS to pay property taxes, insurance premiums, and maintenance costs associated with the leased property. Rental expense attributed to operating leases was $11.2 million, $13.8 million and $10.8 million in 2015, 2014 and 2013, respectively.
 
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Future minimum rental obligations under non-cancelable operating leases, as of December 31, 2015, are payable as follows:

(in millions)	  	 	 	
2016	  	$	14.2	  	
2017	  	 	10.1	  	
2018	  	 	7.6	  	
2019	  	 	5.6	  	
2020	  	 	3.8	  	
Thereafter	  	 	0.9	  	
	  	 	 	 	
Total	  	$	42.2	  	
	  	 	 	 	
21. Business Segments
MFS identifies its segments using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of MFS’ reportable segments. Management organizes the business based on geography, and has designated the regions Americas, EMEA, and APAC as reportable segments.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that certain expenses are not allocated to the segments. These unallocated expenses are corporate overhead, stock-based compensation expense, amortization expense of intangible assets with definite lives, asset impairment expense, restructuring expense, and other non-operating expenses. MFS evaluates segment performance based upon profit and loss before the aforementioned expenses. Financial information relating to MFS’ reportable segments for the years ended December 31, 2015, 2014 and 2013 is as follows:

(in millions)	  	2015	 	  	2014	 	  	2013	 	
Net sales:	  				  				  				
Americas	  	$	1,323.7	  	  	$	1,301.9	  	  	$	1,282.6	  	
EMEA	  	 	281.6	  	  	 	315.1	  	  	 	312.6	  	
APAC	  	 	191.1	  	  	 	198.2	  	  	 	129.4	  	
Elimination of intersegment sales	  	 	(226.3	) 	  	 	(233.9	) 	  	 	(182.8	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total net sales	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Earnings before interest and taxes from continuing operations:	  				  				  				
Americas	  	$	200.9	  	  	$	201.8	  	  	$	214.3	  	
EMEA	  	 	23.5	  	  	 	20.7	  	  	 	22.5	  	
APAC	  	 	21.6	  	  	 	20.8	  	  	 	16.0	  	
Corporate expense	  	 	(35.8	) 	  	 	(34.9	) 	  	 	(31.6	) 	
Amortization expense	  	 	(31.4	) 	  	 	(31.8	) 	  	 	(31.4	) 	
Asset impairment expense	  	 	(9.0	) 	  	 	(1.1	) 	  	 	—  	  	
Restructuring expense	  	 	(4.6	) 	  	 	(2.6	) 	  	 	(2.9	) 	
Separation expense	  	 	(4.3	) 	  	 	—  	  	  	 	—  	  	
Other income (expense)	  	 	(1.0	) 	  	 	(0.4	) 	  	 	0.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Earnings before interest and taxes from continuing operations	  	$	159.9	  	  	$	172.5	  	  	$	187.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Other income (expense):	  				  				  				
Interest expense	  	$	(1.4	) 	  	$	(1.3	) 	  	$	(1.0	) 	
Interest income on notes with MTW - net	  	 	15.8	  	  	 	16.6	  	  	 	17.2	  	
Other income (expense) - net	  	 	22.0	  	  	 	(0.6	) 	  	 	0.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Earnings from continuing operations before income taxes	  	$	196.3	  	  	$	187.2	  	  	$	204.6	  	

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(in millions)	  	2015	 	  	2014	 	  	2013	 	
Capital expenditures:	  				  				  				
Americas	  	$	8.4	  	  	$	23.8	  	  	$	9.1	  	
EMEA	  	 	1.5	  	  	 	1.6	  	  	 	2.1	  	
APAC	  	 	1.4	  	  	 	3.7	  	  	 	3.8	  	
Corporate	  	 	1.9	  	  	 	4.5	  	  	 	2.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total capital expenditures	  	$	13.2	  	  	$	33.6	  	  	$	17.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Depreciation:	  				  				  				
Americas	  	$	14.3	  	  	$	13.6	  	  	$	15.1	  	
EMEA	  	 	2.6	  	  	 	2.4	  	  	 	2.1	  	
APAC	  	 	2.1	  	  	 	3.4	  	  	 	4.5	  	
Corporate	  	 	0.6	  	  	 	0.6	  	  	 	0.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total depreciation	  	$	19.6	  	  	$	20.0	  	  	$	22.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Assets:	  				  				  				
Americas	  	$	1,495.2	  	  	$	1,636.2	  	  	$	1,642.3	  	
EMEA	  	 	148.5	  	  	 	158.3	  	  	 	181.5	  	
APAC	  	 	96.5	  	  	 	96.7	  	  	 	81.5	  	
Corporate	  	 	13.8	  	  	 	7.1	  	  	 	12.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets	  	$	1,754.0	  	  	$	1,898.3	  	  	$	1,918.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net sales by product class are categorized into commercial foodservice whole goods and aftermarket parts and service and support. Net sales by product class for the years ended December 31 are as follows:

(in millions)	  	2015 (2)	 	  	2014 (2)	 	  	2013 (1)	 	
Commercial foodservice whole goods	  	$	1,277.2	  	  	$	1,293.6	  	  	$	1,355.3	  	
Aftermarket parts and support	  	 	292.9	  	  	 	287.7	  	  	 	186.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	

(1)	MFS began tracking sales by product class during 2013 in the Americas region; the aftermarket parts and support class shown for 2013 represents the Americas only.	
(2)	MFS began tracking sales by product class for EMEA and APAC during 2014; the aftermarket parts and support sales for 2015 and 2014 represents sales from all regions.	
Net sales in the table below are attributed to geographic regions based on location of customer. Net sales from continuing operations and long-lived asset information by geographic area as of and for the years ended December 31 are as follows:

 	  	Net Sales	 	  	Long-Lived Assets	 	
(in millions)	  	2015	 	  	2014	 	  	2013	 	  	2015	 	  	2014	 	
United States	  	 	1,066.7	  	  	 	996.4	  	  	 	949.2	  	  	 	1,363.4	  	  	 	1,454.7	  	
Other Americas	  	 	106.6	  	  	 	127.4	  	  	 	132.4	  	  	 	16.0	  	  	 	12.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total Americas	  	 	1,173.3	  	  	 	1,123.8	  	  	 	1,081.6	  	  	 	1,379.4	  	  	 	1,467.1	  	
EMEA	  	 	237.2	  	  	 	280.3	  	  	 	283.2	  	  	 	78.2	  	  	 	90.2	  	
APAC	  	 	159.6	  	  	 	177.2	  	  	 	177.0	  	  	 	25.4	  	  	 	28.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	1,570.1	  	  	$	1,581.3	  	  	$	1,541.8	  	  	$	1,483.0	  	  	$	1,585.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net sales from continuing operations and long-lived asset information for Europe primarily relate to France, Germany and the United Kingdom.
 
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MFS sells primarily through distributors and dealers (“direct customers”), who ultimately sell to end customers. No single direct customer represented 10% or greater of MFS’ net sales in the years ended December 31, 2015, 2014, or 2013. Only one end customer, McDonald’s, represented 10% or greater of MFS’ net sales in the years ended December 31, 2014 and December 31, 2013.
22. Quarterly Financial Data (Unaudited)
The following table presents quarterly financial data for 2015 and 2014:

 	  	2015	 	 	2014	 	
(in millions, except per share data)	  	First	 	 	Second	 	  	Third	 	  	Fourth	 	 	First	 	 	Second	 	 	Third	 	 	Fourth	 	
Net sales	  	$	345.4	  	 	$	407.7	  	  	$	425.3	  	  	$	391.7	  	 	$	383.3	  	 	$	406.7	  	 	$	417.1	  	 	$	374.2	  	
Gross profit	  	 	106.6	  	 	 	126.9	  	  	 	135.3	  	  	 	132.9	  	 	 	130.1	  	 	 	133.5	  	 	 	131.8	  	 	 	112.6	  	
Earnings from continuing operations before income taxes	  	 	20.6	  	 	 	53.8	  	  	 	59.1	  	  	 	62.8	  	 	 	46.1	  	 	 	52.4	  	 	 	51.0	  	 	 	37.7	  	
Discontinued operations:	  				 				  				  				 				 				 				 				
(Loss) earnings from discontinued operations, net of income taxes	  	 	(0.1	) 	 	 	0.1	  	  	 	0.3	  	  	 	(0.2	) 	 	 	(0.1	) 	 	 	(0.3	) 	 	 	—  	  	 	 	—  	  	
Loss on sale of discontinued operations, net of income taxes	  	 	—  	  	 	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(1.1	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	  	 	14.0	  	 	 	36.9	  	  	 	41.1	  	  	 	65.1	  	 	 	32.6	  	 	 	36.9	  	 	 	62.9	  	 	 	27.4	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted earnings per share:	  				 				  				  				 				 				 				 				
Earnings from continuing operations	  	$	0.10	  	 	$	0.27	  	  	$	0.30	  	  	$	0.48	  	 	$	0.24	  	 	$	0.27	  	 	$	0.47	  	 	$	0.20	  	
Discontinued operations:	  				 				  				  				 				 				 				 				
Loss from discontinued operations	  	 	—  	  	 	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Loss on sale of discontinued operations, net of income taxes	  	 	—  	  	 	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(0.01	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted net earnings per share (1)	  	$	0.10	  	 	$	0.27	  	  	$	0.30	  	  	$	0.48	  	 	$	0.24	  	 	$	0.27	  	 	$	0.46	  	 	$	0.20	  	
 
(1)	On March 4, 2015, MTW distributed 137.0 million shares of MFS common stock to MTW shareholders in connection with its spin-off of MFS. See Note 24, “Earnings Per Share,” in the Audited Combined Financial Statements for more information. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of MFS shares outstanding immediately following this transaction.	
23. Net Parent Company Investment and Related Party Transactions
Related Party Transactions and Cash Management : MFS does not enter into transactions with related parties to purchase and/or sell goods or services in the ordinary course of business. Transactions between MFS and MTW (including MTW’s Crane business) are reflected in Net Parent Company Investment in the combined balance sheets and in the combined statements of cash flows as a financing activity in “Net transfers transactions with MTW”. MFS participated in MTW’s centralized cash management program in which cash was swept each day and held in a centralized account at the corporate level. Cash held in these centralized accounts has not been allocated to MFS. The only cash reflected in the combined balance sheets is that which is held directly by specific MFS entities.
Net Parent Company Investment and Corporate Cost Allocations : Historically, MTW performed certain general and corporate functions on MFS’ behalf. These costs include, but are not limited to, accounting, treasury, tax, legal, human resources, audit, and information technology (“general corporate expenses”). For purposes of preparing the combined financial statements these costs have been allocated on a basis of direct usage, where
 
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identifiable, or through the use of allocation methodologies based on percentage of sales, headcount, or other methodologies deemed appropriate by management. These general corporate expenses are included within “Engineering, selling, and administrative” costs and Net Parent Company Investment, accordingly. Management believes the assumptions associated with allocating these costs are reasonable. Nevertheless, the combined financial statements may not include all of the actual expense that would have been incurred and may not represent MFS’ results of operations, financial position, or cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if MFS had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. General corporate expenses allocated to MFS during the fiscal years ended December 31, 2015, 2014 and 2013 were $24.6 million, $22.1 million and $26.3 million, respectively.
None of MTW’s debt has been reflected in the combined balance sheet of MFS, because MFS is not a party to the obligation between MTW and the debt holders. No financing costs or interest expense associated with MTW’s debt has been allocated to the combined financial statements.
All significant intercompany transactions between MFS and MTW (including MTW’s Cranes business), have been included within Net Parent Company Investment in the combined balance sheets. The total effect of the settlement of these intercompany transactions is reflected as a financing activity in the combined statements of cash flows. However, the interest income and expense related to the notes with MTW is presented on a net basis in the combined statement of operations. Interest income on the notes with MTW for the years ended December 31, 2015, 2014, and 2013, is net of interest expense on the notes with MTW of $0.6 million, $1.3 million, and $0.6 million, respectively. The notes receivable balances from MTW as of the years ended December 31, 2015, 2014, and 2013, were $70.8 million, $273.9 million, and $248.3 million, respectively. The notes payable balances to MTW as of December 31, 2015, 2014, and 2013, were $9.9 million, $6.2 million, and $12.4 million, respectively.
Guarantees: Certain of MTW’s subsidiaries, which includes selected entities that are part of MFS, entered into guarantee agreements with MTW’s lenders whereby these subsidiaries guaranteed the obligations under, and/or pledged their assets as collateral, with respect to such MTW debt. However, none of these MFS subsidiaries were named as obligors in the debt agreements held in the name of MTW. For that reason, MTW did not historically allocate debt balances and/or charge out third-party debt related expenses to MFS.
24. Earnings Per Share
On March 4, 2016, MTW distributed 137.0 million shares of MFS common stock to MTW shareholders, thereby completing the spin-off. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of MFS shares outstanding immediately following this transaction. The same number of shares were used to calculate basic and diluted earnings per share, for each year presented, since no equity awards were outstanding prior to the spin-off.
As described in Note 1, “Description of the Business and Basis of Presentation,” our combined financial statements may not be indicative of MFS’ future performance and do not necessarily include all the of the actual expenses that would have been incurred by MFS (including, but not limited to, interest expense related to the debt financing described in Note 25, “Subsequent Events”) and may not reflect the results of operations had MFS been a standalone company during the periods presented.
 
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The following table sets forth the computation of basic and diluted (loss)/earnings per share for the year ended 2015, 2014, and 2013, respectively.

(in millions, except per share data)	 	2015	 	 	2014	 	 	2013	 	
Net earnings	 	$	157.1	  	 	$	159.8	  	 	$	146.1	  	
Basic and diluted average shares outstanding	 	 	137,016,712	  	 	 	137,016,712	  	 	 	137,016,712	  	
Basic and diluted (loss)/earnings per common share	 	$	1.15	  	 	$	1.17	  	 	$	1.07	  	
25. Subsequent Events
The combined financial statements reflect management’s evaluation of subsequent events through March 30, 2016, the date MFS’ audited combined financial statements as of and for the year-ended December 31, 2015, were available to be issued.
On March 4, 2016, MTW completed the previously announced plans to create two independent public companies to separately operate its two businesses: its Crane business and its Foodservice business. To effect the separation, MTW undertook an internal reorganization in which MTW retained the Crane business, and the Foodservice business, Manitowoc Foodservice Inc., was spun-off. As a result of the Spin-Off, Manitowoc Foodservice, Inc. now operates as an independent, publicly traded company on the New York Stock Exchange trading under the symbol “MFS”.
On March 4, 2016, MTW distributed 137,016,712 shares of MFS common stock to MFS shareholders. Holders of MTW common stock received one share of MFS for every one share of MTW common stock held on February 22, 2016. MTW structured the distribution to be tax-free to its U.S. shareholders for U.S. federal income tax purposes.
In connection with the Spin-Off of MFS from MTW, MFS entered into the following material agreements related to its debt financing:
Credit Agreement
MFS entered into a credit agreement (the “2016 Credit Agreement”) for a new senior secured revolving credit facility in an aggregate principal amount of $225 million (the “Revolving Facility”) and a senior secured term loan B facility in an aggregate principal amount of $975 million (the “Term Loan Facility,” and together with the Revolving Facility, the “Credit Facilities”) with JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, J.P. Morgan Securities LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., and Citigroup Global Markets Inc., on behalf of certain of its affiliates, as joint lead arrangers and joint bookrunners, and certain lenders, as lenders. The Revolving Facility includes (i) a $20 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $40 million sublimit for swingline loans on customary terms. MFS entered into security and other agreements relating to the 2016 Credit Agreement.
The Term Loan Facility proceeds were used in part to repay existing debt, and for the payment of a cash dividend to MTW in an amount sufficient to repay certain of MTW existing debt and credit facilities (the “Foodservice Dividend”) in connection with the contribution of certain assets to MFS immediately prior to the completion of the Spin-Off. Borrowings under the Credit Facilities will bear interest at a rate per annum equal to, at the option of MFS, (i) LIBOR plus the applicable margin of approximately 4.75% for term loans subject to a 1.00% LIBOR floor and 1.50% to 2.75% for revolving loans, based on consolidated total leverage, or (ii) an alternate base rate plus the applicable margin, which will be 1.00% lower than for LIBOR loans.
 
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The loans and commitments under the Revolving Facility mature or terminate on March 3, 2021. The loans and commitments under the Term Loan Facility are expected to mature or terminate on March 3, 2023 and will require quarterly principal payments at a rate of 0.25% of the original principal balance.
Mandatory prepayments on the Term Loan Facility are required, subject to customary exceptions, (i) from the receipt of net cash proceeds by MFS or any of its restricted subsidiaries from certain asset dispositions and casualty events, in each case, to the extent such proceeds are not reinvested or committed to be reinvested in assets useful in the business of MFS or any of its subsidiaries within twelve months of the date of such disposition or casualty event, (ii) following the receipt of net cash proceeds from the issuance or incurrence of additional debt of MFS or any of its subsidiaries and (iii) in an amount equal to 50% of excess cash flow of MFS and its subsidiaries with step-downs to 25% if the senior secured leverage ratio is less than or equal to 4.50 to 1 but greater than 4.00 to 1, and to 0% if the senior secured leverage ratio is less than or equal to 4.00 to 1.
Obligations of MFS under the Credit Facilities are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries (but excluding (i) unrestricted subsidiaries, (ii) immaterial subsidiaries, and (iii) special purpose securitization vehicles).
There is a first priority perfected lien on substantially all of the assets and property of MFS and guarantors and proceeds therefrom excluding certain excluded assets. The liens securing the obligations of MFS under the Revolving Facility and the Term Loan Facility will be pari passu.
Senior Notes
On February 18, 2016, in connection with the Spin-Off of MFS from MTW, MFS’ wholly owned subsidiary, MTW Foodservice Escrow Corp. (the “Foodservice Escrow Issuer”), entered into an indenture (the “Foodservice Indenture”) with Wells Fargo Bank, National Association, as trustee (in such capacity, the “Foodservice Trustee”). Pursuant to the Foodservice Indenture, MFS issued $425 million in aggregate principal amount of 9.500% senior notes due 2024 (the “Senior Notes”). The Senior Notes bear interest at a rate of 9.500% per year, payable in cash semi-annually on February 15 and August 15 of each year, commencing on August 15, 2016. The Senior Notes will mature on February 15, 2024, unless earlier repurchased or redeemed. The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were resold by the initial purchasers (the “Foodservice Purchasers”) to qualified institutional buyers pursuant to Rule 144A (and outside the United States in reliance on Regulation S) under the Securities Act.
The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of MFS’ domestic restricted subsidiaries that is a borrower or guarantor under the Credit Facilities. The Senior Notes and the subsidiary guarantees are senior unsecured obligations.
MFS may redeem some or all of the Senior Notes from time to time at a redemption price equal to the principal amount of the notes to be redeemed plus certain premiums as set forth in the Foodservice Indenture. MFS must generally offer to repurchase all of the outstanding Senior Notes upon the occurrence of certain specific change of control events at a purchase price equal to 101% of the principal amount of Senior Notes purchased plus accrued and unpaid interest to the date of purchase.
The Foodservice Indenture provides for customary events of default. Generally, if an event of default occurs (subject to certain exceptions), the Foodservice Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately.
Among other things, the Foodservice Indenture also limits the ability of MFS and its subsidiaries to engage in certain activities, including: incurring additional indebtedness or issuing certain preferred stock; paying dividends or making certain other restricted payments or permitting our restricted subsidiaries to do the same;
 
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incurring liens; entering into certain types of transactions with affiliates; and consolidating or merging with or into other companies or undergoing certain other fundamental changes. If, in the future, the Senior Notes have investment grade credit ratings and no default or event of default exists under the Foodservice Indenture, certain of these covenants will no longer apply to the Senior Notes for so long as the Senior Notes are rated investment grade. These and other covenants contained in the Indenture are subject to important exceptions and qualifications.
In connection with the Spin-Off of MFS from MTW, MFS entered into the following material agreements related to The Securitization Program:
On March 3, 2016, we entered into a new $110.0 million accounts receivable securitization program (the “2016 Securitization Facility”) with Wells Fargo Bank, National Association, as purchaser and agent, whereby we will sell certain of our domestic trade accounts receivable to a wholly-owned, bankruptcy-remote special purpose subsidiary and certain of our non-U.S. trade accounts receivable to a wholly-owned, bankruptcy-remote, foreign special purpose entity, which entities, in turn, will sell, convey, transfer and assign to a third-party financial institution (a “Purchaser”), all of the right, title and interest in and to their pool of receivables to the Purchaser. The Purchaser will receive ownership of the pools of receivables. The Company, along with certain of its subsidiaries, act as servicers of the receivables and as such administer, collect and otherwise enforce the receivables. The servicers will be compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. As servicers, they will initially receive payments made by obligors on the receivables but will be required to remit those payments in accordance with a receivables purchase agreement. The Purchaser will have no recourse for uncollectible receivables. The securitization program also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the Company to meet specified financial tests, which include a consolidated interest coverage ratio and a consolidated total leverage ratio that are the same as the covenant ratios required per the 2016 Credit Agreement.
 
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26. Subsidiary Guarantors of Senior Notes due 2024
The following tables present consolidated (condensed) financial information for (a) MFS; (b) the guarantors of the Senior Notes due 2024 which include substantially all of the domestic, 100% owned subsidiaries of the MFS (Subsidiary Guarantors); and (c) the wholly and partially owned foreign subsidiaries of MFS, which do not guarantee the Senior Notes due 2024 (Non-Guarantor Subsidiaries). The information includes elimination entries necessary to consolidate the guarantor and the non-guarantor subsidiaries. Investments in subsidiaries are accounted for using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, equity and intercompany balances and transactions. Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, except for normal and customary release provisions.
 
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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Twelve Months Ended December 31, 2015
(In millions)

 	  	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	  	$	—  	  	 	$	1,109.8	  	 	$	809.9	  	 	$	(349.6	) 	 	$	1,570.1	  	
Cost of sales	  	 	0.1	  	 	 	803.6	  	 	 	614.3	  	 	 	(349.6	) 	 	 	1,068.4	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	(0.1	) 	 	 	306.2	  	 	 	195.6	  	 	 	—  	  	 	 	501.7	  	
Selling, general and administrative expenses	  	 	32.2	  	 	 	144.6	  	 	 	114.8	  	 	 	—  	  	 	 	291.6	  	
Other operating expenses	  	 	4.4	  	 	 	38.9	  	 	 	6.9	  	 	 	—  	  	 	 	50.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest and taxes from continuing operations	  	 	(36.7	) 	 	 	122.7	  	 	 	73.9	  	 	 	—  	  	 	 	159.9	  	
Interest expense	  	 	—  	  	 	 	(1.2	) 	 	 	(0.2	) 	 	 	—  	  	 	 	(1.4	) 	
Interest income on notes with MTW - net	  	 	—  	  	 	 	14.9	  	 	 	0.9	  	 	 	—  	  	 	 	15.8	  	
Other income (expense) - net	  	 	78.6	  	 	 	(77.9	) 	 	 	21.3	  	 	 	—  	  	 	 	22.0	  	
Equity in earnings (loss) of subsidiaries	  	 	123.2	  	 	 	77.9	  	 	 	—  	  	 	 	(201.1	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) from continuing operations before income taxes	  	 	165.1	  	 	 	136.4	  	 	 	95.9	  	 	 	(201.1	) 	 	 	196.3	  	
Income taxes	  	 	8.0	  	 	 	13.3	  	 	 	18.0	  	 	 	—  	  	 	 	39.3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss) from continuing operations	  	 	157.1	  	 	 	123.1	  	 	 	77.9	  	 	 	(201.1	) 	 	 	157.0	  	
Discontinued operations:	  				 				 				 				 				
Earnings from discontinued operations, net of income taxes	  	 	—  	  	 	 	0.1	  	 	 	—  	  	 	 	—  	  	 	 	0.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss)	  	$	157.1	  	 	$	123.2	  	 	$	77.9	  	 	$	(201.1	) 	 	$	157.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	  	 	(23.8	) 	 	 	(27.7	) 	 	 	(26.9	) 	 	 	54.6	  	 	 	(23.8	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	  	$	133.3	  	 	$	95.5	  	 	$	51.0	  	 	$	(146.5	) 	 	$	133.3	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2015
(In millions)

 	  	Parent	 	  	Guarantor
Subsidiaries	 	  	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Assets	  				  				  				 				 				
Current Assets:	  				  				  				 				 				
Cash and cash equivalents	  	$	—  	  	  	$	3.5	  	  	$	28.5	  	 	$	—  	  	 	$	32.0	  	
Restricted cash	  	 	—  	  	  	 	—  	  	  	 	0.6	  	 	 	—  	  	 	 	0.6	  	
Accounts receivable — net	  	 	—  	  	  	 	—  	  	  	 	73.4	  	 	 	(9.6	) 	 	 	63.8	  	
Intercompany interest receivable	  	 	—  	  	  	 	—  	  	  	 	4.2	  	 	 	(4.2	) 	 	 	—  	  	
Intercompany short-term note receivable	  	 	—  	  	  	 	—  	  	  	 	31.0	  	 	 	(31.0	) 	 	 	—  	  	
Inventories — net	  	 	—  	  	  	 	80.2	  	  	 	65.7	  	 	 	—  	  	 	 	145.9	  	
Prepaids and other current assets	  	 	1.2	  	  	 	2.3	  	  	 	9.0	  	 	 	(2.2	) 	 	 	10.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	  	 	1.2	  	  	 	86.0	  	  	 	212.4	  	 	 	(47.0	) 	 	 	252.6	  	
Property, plant and equipment — net	  	 	0.9	  	  	 	71.2	  	  	 	44.3	  	 	 	—  	  	 	 	116.4	  	
Goodwill	  	 	—  	  	  	 	832.4	  	  	 	13.4	  	 	 	—  	  	 	 	845.8	  	
Other intangible assets — net	  	 	—  	  	  	 	452.1	  	  	 	67.5	  	 	 	—  	  	 	 	519.6	  	
Intercompany long-term note receivable	  	 	—  	  	  	 	—  	  	  	 	42.4	  	 	 	(42.4	) 	 	 	—  	  	
Due from affiliates	  	 	—  	  	  	 	3,074.9	  	  	 	—  	  	 	 	(3,074.9	) 	 	 	—  	  	
Investment in subsidiaries	  	 	3,579.8	  	  	 	—  	  	  	 	—  	  	 	 	(3,579.8	) 	 	 	—  	  	
Other non-current assets	  	 	—  	  	  	 	3.1	  	  	 	71.8	  	 	 	(59.0	) 	 	 	15.9	  	
Long-term assets held for sale	  	 	—  	  	  	 	3.7	  	  	 	—  	  	 	 	—  	  	 	 	3.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total assets	  	$	3,581.9	  	  	$	4,523.4	  	  	$	451.8	  	 	$	(6,803.1	) 	 	$	1,754.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Shareholders’ Equity:	  				  				  				 				 				
Current Liabilities:	  				  				  				 				 				
Accounts payable	  	$	0.1	  	  	$	81.8	  	  	$	56.7	  	 	$	(9.6	) 	 	$	129.0	  	
Accrued expenses and other liabilities	  	 	—  	  	  	 	100.1	  	  	 	59.7	  	 	 	(2.2	) 	 	 	157.6	  	
Current portion of capital leases	  	 	—  	  	  	 	0.4	  	  	 	—  	  	 	 	—  	  	 	 	0.4	  	
Intercompany interest payable	  	 	—  	  	  	 	4.2	  	  	 	—  	  	 	 	(4.2	) 	 	 	—  	  	
Intercompany short-term note payable	  	 	—  	  	  	 	31.0	  	  	 	—  	  	 	 	(31.0	) 	 	 	—  	  	
Product warranties	  	 	—  	  	  	 	23.8	  	  	 	10.5	  	 	 	—  	  	 	 	34.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	  	 	0.1	  	  	 	241.3	  	  	 	126.9	  	 	 	(47.0	) 	 	 	321.3	  	
Long-term capital leases	  	 	—  	  	  	 	2.3	  	  	 	—  	  	 	 	—  	  	 	 	2.3	  	
Deferred income taxes	  	 	155.4	  	  	 	—  	  	  	 	63.5	  	 	 	(51.0	) 	 	 	167.9	  	
Pension and postretirement health obligations	  	 	35.0	  	  	 	6.3	  	  	 	—  	  	 	 	(8.0	) 	 	 	33.3	  	
Intercompany long-term note payable	  	 	—  	  	  	 	42.4	  	  	 	—  	  	 	 	(42.4	) 	 	 	—  	  	
Due to affiliates	  	 	2,176.9	  	  	 	—  	  	  	 	898.0	  	 	 	(3,074.9	) 	 	 	—  	  	
Investment in subsidiaries	  	 	—  	  	  	 	638.6	  	  	 	—  	  	 	 	(638.6	) 	 	 	—  	  	
Other long-term liabilities	  	 	5.8	  	  	 	12.7	  	  	 	2.0	  	 	 	—  	  	 	 	20.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total non-current liabilities	  	 	2,373.1	  	  	 	702.3	  	  	 	963.5	  	 	 	(3,814.9	) 	 	 	224.0	  	
Total Equity:	  				  				  				 				 				
Total equity	  	 	1,208.7	  	  	 	3,579.8	  	  	 	(638.6	) 	 	 	(2,941.2	) 	 	 	1,208.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	3,581.9	  	  	$	4,523.4	  	  	$	451.8	  	 	$	(6,803.1	) 	 	$	1,754.0	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 2015
(In millions)

 	  	Parent	 	 	Subsidiary
Guarantors	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Cash Flows From Operations	  				 				 				 				 				
Net cash provided by (used for) operating activities of continuing operations	  	$	376.9	  	 	$	(137.7	) 	 	$	(96.3	) 	 	$	—  	  	 	$	142.9	  	
Net cash provided by operating activities of discontinued operations	  	 	—  	  	 	 	0.1	  	 	 	—  	  	 	 	—  	  	 	 	0.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) operating activities	  	 	376.9	  	 	 	(137.6	) 	 	 	(96.3	) 	 	 	—  	  	 	 	143.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Investing	  				 				 				 				 				
Capital expenditures	  	 	(0.8	) 	 	 	(6.5	) 	 	 	(5.9	) 	 	 	—  	  	 	 	(13.2	) 	
Restricted cash	  	 	—  	  	 	 	—  	  	 	 	(0.6	) 	 	 	—  	  	 	 	(0.6	) 	
Business acquisitions, net of cash acquired	  	 	—  	  	 	 	—  	  	 	 	(5.3	) 	 	 	—  	  	 	 	(5.3	) 	
Proceeds from sale of business	  	 	—  	  	 	 	78.2	  	 	 	—  	  	 	 	—  	  	 	 	78.2	  	
Intercompany investment	  	 	(193.2	) 	 	 	—  	  	 	 	—  	  	 	 	193.2	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) investing activities	  	 	(194.0	) 	 	 	71.7	  	 	 	(11.8	) 	 	 	193.2	  	 	 	59.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Financing	  				 				 				 				 				
Payments on capital leases	  	 	—  	  	 	 	(0.7	) 	 	 	—  	  	 	 	—  	  	 	 	(0.7	) 	
Proceeds from capital leases	  	 	—  	  	 	 	0.5	  	 	 	—  	  	 	 	—  	  	 	 	0.5	  	
Net transactions with MTW	  	 	(182.9	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(182.9	) 	
Intercompany financing	  	 	—  	  	 	 	66.9	  	 	 	126.3	  	 	 	(193.2	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) financing activities	  	 	(182.9	) 	 	 	66.7	  	 	 	126.3	  	 	 	(193.2	) 	 	 	(183.1	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	—  	  	 	 	—  	  	 	 	(3.5	) 	 	 	—  	  	 	 	(3.5	) 	
Net increase in cash and cash equivalents	  	 	—  	  	 	 	0.8	  	 	 	14.7	  	 	 	—  	  	 	 	15.5	  	
Balance at beginning of year	  	 	—  	  	 	 	2.7	  	 	 	13.8	  	 	 	—  	  	 	 	16.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of year	  	$	—  	  	 	$	3.5	  	 	$	28.5	  	 	$	—  	  	 	$	32.0	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Twelve Months Ended December 31, 2014
(In millions)

 	  	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	  	$	—  	  	 	$	1,051.7	  	 	$	836.5	  	 	$	(306.9	) 	 	$	1,581.3	  	
Cost of sales	  	 	—  	  	 	 	750.3	  	 	 	629.9	  	 	 	(306.9	) 	 	 	1,073.3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	—  	  	 	 	301.4	  	 	 	206.6	  	 	 	—  	  	 	 	508.0	  	
Selling, general and administrative expenses	  	 	29.3	  	 	 	142.0	  	 	 	128.3	  	 	 	—  	  	 	 	299.6	  	
Other operating expenses	  	 	—  	  	 	 	32.4	  	 	 	3.5	  	 	 	—  	  	 	 	35.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest and taxes from continuing operations	  	 	(29.3	) 	 	 	127.0	  	 	 	74.8	  	 	 	—  	  	 	 	172.5	  	
Interest expense	  	 	—  	  	 	 	(1.2	) 	 	 	(0.1	) 	 	 	—  	  	 	 	(1.3	) 	
Interest income (expense) on notes with MTW - net	  	 	—  	  	 	 	17.3	  	 	 	(0.7	) 	 	 	—  	  	 	 	16.6	  	
Other (expense) income - net	  	 	(7.8	) 	 	 	4.6	  	 	 	2.6	  	 	 	—  	  	 	 	(0.6	) 	
Equity in earnings (loss) of subsidiaries	  	 	192.0	  	 	 	65.7	  	 	 	—  	  	 	 	(257.7	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) from continuing operations before income taxes	  	 	154.9	  	 	 	213.4	  	 	 	76.6	  	 	 	(257.7	) 	 	 	187.2	  	
Income taxes	  	 	(4.9	) 	 	 	21.0	  	 	 	9.8	  	 	 	—  	  	 	 	25.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss) from continuing operations	  	 	159.8	  	 	 	192.4	  	 	 	66.8	  	 	 	(257.7	) 	 	 	161.3	  	
Discontinued operations:	  				 				 				 				 				
Loss from discontinued operations, net of income taxes	  	 	—  	  	 	 	(0.4	) 	 	 	—  	  	 	 	—  	  	 	 	(0.4	) 	
Loss on sale of discontinued operations, net of income taxes	  	 	—  	  	 	 	—  	  	 	 	(1.1	) 	 	 	—  	  	 	 	(1.1	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss)	  	$	159.8	  	 	$	192.0	  	 	$	65.7	  	 	$	(257.7	) 	 	$	159.8	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	  	 	(21.9	) 	 	 	(17.7	) 	 	 	(18.1	) 	 	 	35.8	  	 	 	(21.9	) 	
Comprehensive income (loss)	  	$	137.9	  	 	$	174.3	  	 	$	47.6	  	 	$	(221.9	) 	 	$	137.9	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2014
(In millions)

 	  	Parent	 	  	Guarantor
Subsidiaries	 	  	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Assets	  				  				  				 				 				
Current Assets:	  				  				  				 				 				
Cash and cash equivalents	  	$	—  	  	  	$	2.7	  	  	$	13.8	  	 	$	—  	  	 	$	16.5	  	
Accounts receivable — net	  	 	2.8	  	  	 	13.1	  	  	 	57.9	  	 	 	(2.8	) 	 	 	71.0	  	
Intercompany interest receivable	  	 	—  	  	  	 	0.9	  	  	 	2.3	  	 	 	(3.2	) 	 	 	—  	  	
Intercompany short-term note receivable	  	 	—  	  	  	 	—  	  	  	 	15.8	  	 	 	(15.8	) 	 	 	—  	  	
Inventories — net	  	 	—  	  	  	 	83.9	  	  	 	79.3	  	 	 	—  	  	 	 	163.2	  	
Deferred income taxes	  	 	16.6	  	  	 	—  	  	  	 	7.9	  	 	 	(0.8	) 	 	 	23.7	  	
Prepaids and other current assets	  	 	—  	  	  	 	7.0	  	  	 	9.3	  	 	 	(1.2	) 	 	 	15.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	  	 	19.4	  	  	 	107.6	  	  	 	186.3	  	 	 	(23.8	) 	 	 	289.5	  	
Property, plant and equipment — net	  	 	—  	  	  	 	86.1	  	  	 	48.2	  	 	 	—  	  	 	 	134.3	  	
Goodwill	  	 	—  	  	  	 	860.4	  	  	 	12.4	  	 	 	—  	  	 	 	872.8	  	
Other intangible assets — net	  	 	—  	  	  	 	512.4	  	  	 	72.1	  	 	 	—  	  	 	 	584.5	  	
Intercompany long-term note receivable	  	 	—  	  	  	 	9.3	  	  	 	183.9	  	 	 	(193.2	) 	 	 	—  	  	
Due from affiliates	  	 	—  	  	  	 	3,662.5	  	  	 	—  	  	 	 	(3,662.5	) 	 	 	—  	  	
Investment in subsidiaries	  	 	4,805.1	  	  	 	—  	  	  	 	—  	  	 	 	(4,805.1	) 	 	 	—  	  	
Other non-current assets	  	 	—  	  	  	 	2.8	  	  	 	13.5	  	 	 	0.9	  	 	 	17.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total assets	  	$	4,824.5	  	  	$	5,241.1	  	  	$	516.4	  	 	$	(8,683.7	) 	 	$	1,898.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Shareholders’ Equity:	  				  				  				 				 				
Current Liabilities:	  				  				  				 				 				
Accounts payable	  	$	—  	  	  	$	92.1	  	  	$	77.4	  	 	$	(2.8	) 	 	$	166.7	  	
Accrued expenses and other liabilities	  	 	1.6	  	  	 	98.0	  	  	 	67.8	  	 	 	(2.0	) 	 	 	165.4	  	
Current portion of capital leases	  	 	—  	  	  	 	0.5	  	  	 	—  	  	 	 	—  	  	 	 	0.5	  	
Intercompany interest payable	  	 	3.2	  	  	 	—  	  	  	 	—  	  	 	 	(3.2	) 	 	 	—  	  	
Intercompany short-term note payable	  	 	—  	  	  	 	15.8	  	  	 	—  	  	 	 	(15.8	) 	 	 	—  	  	
Product warranties	  	 	—  	  	  	 	23.6	  	  	 	12.4	  	 	 	—  	  	 	 	36.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	  	 	4.8	  	  	 	230.0	  	  	 	157.6	  	 	 	(23.8	) 	 	 	368.6	  	
Long-term capital leases	  	 	—  	  	  	 	2.3	  	  	 	1.3	  	 	 	—  	  	 	 	3.6	  	
Deferred income taxes	  	 	201.9	  	  	 	—  	  	  	 	6.9	  	 	 	9.2	  	 	 	218.0	  	
Pension and postretirement health obligations	  	 	37.2	  	  	 	7.5	  	  	 	—  	  	 	 	(8.3	) 	 	 	36.4	  	
Intercompany long-term note payable	  	 	193.2	  	  	 	—  	  	  	 	—  	  	 	 	(193.2	) 	 	 	—  	  	
Due to affiliates	  	 	3,130.4	  	  	 	—  	  	  	 	532.1	  	 	 	(3,662.5	) 	 	 	—  	  	
Investment in subsidiaries	  	 	—  	  	  	 	185.4	  	  	 	—  	  	 	 	(185.4	) 	 	 	—  	  	
Other long-term liabilities	  	 	5.6	  	  	 	10.8	  	  	 	3.9	  	 	 	—  	  	 	 	20.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total non-current liabilities	  	 	3,568.3	  	  	 	206.0	  	  	 	544.2	  	 	 	(4,040.2	) 	 	 	278.3	  	
Total Equity:	  				  				  				 				 				
Total equity	  	 	1,251.4	  	  	 	4,805.1	  	  	 	(185.4	) 	 	 	(4,619.7	) 	 	 	1,251.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	4,824.5	  	  	$	5,241.1	  	  	$	516.4	  	 	$	(8,683.7	) 	 	$	1,898.3	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 2014
(In millions)

 	  	Parent	 	 	Subsidiary
Guarantors	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Cash Flows From Operations	  				 				 				 				 				
Net cash provided by (used for) operating activities of continuing operations	  	$	159.1	  	 	$	(53.6	) 	 	$	95.1	  	 	$	—  	  	 	$	200.6	  	
Net cash used for operating activities of discontinued operations	  	 	—  	  	 	 	(0.4	) 	 	 	—  	  	 	 	—  	  	 	 	(0.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) operating activities	  	 	159.1	  	 	 	(54.0	) 	 	 	95.1	  	 	 	—  	  	 	 	200.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Investing	  				 				 				 				 				
Capital expenditures	  	 	—  	  	 	 	(18.3	) 	 	 	(7.0	) 	 	 	—  	  	 	 	(25.3	) 	
Intercompany investment	  	 	—  	  	 	 	—  	  	 	 	(82.7	) 	 	 	82.7	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) investing activities	  	 	—  	  	 	 	(18.3	) 	 	 	(89.7	) 	 	 	82.7	  	 	 	(25.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Financing	  				 				 				 				 				
Payments on capital leases	  	 	—  	  	 	 	(3.4	) 	 	 	—  	  	 	 	—  	  	 	 	(3.4	) 	
Proceeds from capital leases	  	 	—  	  	 	 	3.1	  	 	 	—  	  	 	 	—  	  	 	 	3.1	  	
Net transactions with MTW	  	 	(166.7	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(166.7	) 	
Intercompany financing	  	 	7.6	  	 	 	75.1	  	 	 	—  	  	 	 	(82.7	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) financing activities	  	 	(159.1	) 	 	 	74.8	  	 	 	—  	  	 	 	(82.7	) 	 	 	(167.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	—  	  	 	 	—  	  	 	 	(1.0	) 	 	 	—  	  	 	 	(1.0	) 	
Net increase in cash and cash equivalents	  	 	—  	  	 	 	2.5	  	 	 	4.4	  	 	 	—  	  	 	 	6.9	  	
Balance at beginning of year	  	 	—  	  	 	 	0.2	  	 	 	9.4	  	 	 	—  	  	 	 	9.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of year	  	$	—  	  	 	$	2.7	  	 	$	13.8	  	 	$	—  	  	 	$	16.5	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Twelve Months Ended December 31, 2013
(In millions)

 	  	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	  	$	—  	  	 	$	1,031.1	  	 	$	754.4	  	 	$	(243.7	) 	 	$	1,541.8	  	
Cost of sales	  	 	—  	  	 	 	712.1	  	 	 	562.5	  	 	 	(243.7	) 	 	 	1,030.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	  	 	—  	  	 	 	319.0	  	 	 	191.9	  	 	 	—  	  	 	 	510.9	  	
Selling, general and administrative expenses	  	 	26.3	  	 	 	138.6	  	 	 	124.8	  	 	 	—  	  	 	 	289.7	  	
Other operating expenses	  	 	—  	  	 	 	28.5	  	 	 	5.0	  	 	 	—  	  	 	 	33.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) before interest and taxes from continuing operations	  	 	(26.3	) 	 	 	151.9	  	 	 	62.1	  	 	 	—  	  	 	 	187.7	  	
Interest expense	  	 	—  	  	 	 	(0.7	) 	 	 	(0.3	) 	 	 	—  	  	 	 	(1.0	) 	
Interest income on notes with MTW - net	  	 	—  	  	 	 	17.3	  	 	 	(0.1	) 	 	 	—  	  	 	 	17.2	  	
Other income - net	  	 	—  	  	 	 	0.1	  	 	 	0.6	  	 	 	—  	  	 	 	0.7	  	
Equity in earnings of subsidiaries	  	 	165.2	  	 	 	46.7	  	 	 	—  	  	 	 	(211.9	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) from continuing operations before income taxes	  	 	138.9	  	 	 	215.3	  	 	 	62.3	  	 	 	(211.9	) 	 	 	204.6	  	
Income taxes	  	 	(7.2	) 	 	 	49.1	  	 	 	13.4	  	 	 	—  	  	 	 	55.3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss) from continuing operations	  	 	146.1	  	 	 	166.2	  	 	 	48.9	  	 	 	(211.9	) 	 	 	149.3	  	
Discontinued operations:	  				 				 				 				 				
Earnings (loss) from discontinued operations, net of income taxes	  	 	—  	  	 	 	(1.0	) 	 	 	0.5	  	 	 	—  	  	 	 	(0.5	) 	
Loss on sale of discontinued operations, net of income taxes	  	 	—  	  	 	 	—  	  	 	 	(2.7	) 	 	 	—  	  	 	 	(2.7	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss)	  	$	146.1	  	 	$	165.2	  	 	$	46.7	  	 	$	(211.9	) 	 	$	146.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	  	 	8.0	  	 	 	2.3	  	 	 	3.1	  	 	 	(5.4	) 	 	 	8.0	  	
Comprehensive income (loss)	  	$	154.1	  	 	$	167.5	  	 	$	49.8	  	 	$	(217.3	) 	 	$	154.1	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Cash Flows
For the Twelve Months Ended December 31, 2013
(In millions)

 	  	Parent	 	 	Subsidiary
Guarantors	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Cash Flows From Operations	  				 				 				 				 				
Net cash provided by operating activities of continuing operations	  	$	169.7	  	 	$	26.4	  	 	$	8.2	  	 	$	—  	  	 	$	204.3	  	
Net cash used for operating activities of discontinued operations	  	 	—  	  	 	 	(2.4	) 	 	 	—  	  	 	 	—  	  	 	 	(2.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	169.7	  	 	 	24.0	  	 	 	8.2	  	 	 	—  	  	 	 	201.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Investing	  				 				 				 				 				
Capital expenditures	  	 	—  	  	 	 	(23.5	) 	 	 	(10.1	) 	 	 	—  	  	 	 	(33.6	) 	
Proceeds from sale of property, plant and equipment	  	 	—  	  	 	 	1.6	  	 	 	—  	  	 	 	—  	  	 	 	1.6	  	
Business acquisitions, net of cash acquired	  	 	—  	  	 	 	—  	  	 	 	(12.2	) 	 	 	—  	  	 	 	(12.2	) 	
Proceeds from sale of business	  	 	—  	  	 	 	0.7	  	 	 	—  	  	 	 	—  	  	 	 	0.7	  	
Intercompany investment	  	 	—  	  	 	 	(2.9	) 	 	 	—  	  	 	 	2.9	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by investing activities of continuing operations	  	 	—  	  	 	 	(24.1	) 	 	 	(22.3	) 	 	 	2.9	  	 	 	(43.5	) 	
Net cash used for investing activities of discontinued operations	  	 	—  	  	 	 	0.6	  	 	 	—  	  	 	 	—  	  	 	 	0.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by investing activities	  	 	—  	  	 	 	(23.5	) 	 	 	(22.3	) 	 	 	2.9	  	 	 	(42.9	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows From Financing	  				 				 				 				 				
Payments on capital leases	  	 	—  	  	 	 	(2.9	) 	 	 	—  	  	 	 	—  	  	 	 	(2.9	) 	
Proceeds from capital leases	  	 	—  	  	 	 	3.4	  	 	 	—  	  	 	 	—  	  	 	 	3.4	  	
Net transactions with MTW	  	 	(171.5	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(171.5	) 	
Intercompany financing	  	 	1.8	  	 	 	—  	  	 	 	1.1	  	 	 	(2.9	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash used for financing activities	  	 	(169.7	) 	 	 	0.5	  	 	 	1.1	  	 	 	(2.9	) 	 	 	(171.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	—  	  	 	 	—  	  	 	 	(0.6	) 	 	 	—  	  	 	 	(0.6	) 	
Net increase in cash and cash equivalents	  	 	—  	  	 	 	1.0	  	 	 	(13.6	) 	 	 	—  	  	 	 	(12.6	) 	
Balance at beginning of year	  	 	—  	  	 	 	(0.8	) 	 	 	23.0	  	 	 	—  	  	 	 	22.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of year	  	$	—  	  	 	$	0.2	  	 	$	9.4	  	 	$	—  	  	 	$	9.6	  	

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 MANITOWOC FOODSERVICE, INC
AND SUBSIDIARIES
Schedule II: Valuation and Qualifying Accounts
For The Years Ended December 31, 2015, 2014 and 2013
(dollars in millions)

(in millions)	  	Balance at
Beginning of
Year	 	  	Charge to
Costs and
Expenses	 	 	Utilization of
Reserve	 	 	Other,
Primarily
Impact of
Foreign
Exchange
Rates	 	 	Balance at end
of Year	 	
Year End December 31, 2013	  				  				 				 				 				
Allowance for doubtful accounts	  	$	3.3	  	  	$	1.7	  	 	$	(1.9	) 	 	$	—  	  	 	$	3.1	  	
Deferred tax valuation allowance	  	 	85.9	  	  	 	(5.4	) 	 	 	(0.2	) 	 	 	(0.1	) 	 	 	80.2	  	
Year End December 31, 2014	  				  				 				 				 				
Allowance for doubtful accounts	  	 	3.1	  	  	 	4.2	  	 	 	(3.2	) 	 	 	(0.2	) 	 	 	3.9	  	
Deferred tax valuation allowance	  	 	80.2	  	  	$	36.3	  	 	$	(0.4	) 	 	$	(3.0	) 	 	 	113.1	  	
Year End December 31, 2015	  				  				 				 				 				
Allowance for doubtful accounts	  	 	3.9	  	  	 	2.5	  	 	 	(2.2	) 	 	 	(0.2	) 	 	 	4.0	  	
Deferred tax valuation allowance	  	 	113.1	  	  	 	(0.5	) 	 	 	(28.2	) 	 	 	(4.3	) 	 	 	80.1	  	
 
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 MANITOWOC FOODSERVICE, INC.
Consolidated (Condensed) Statements of Operations
For the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)

 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
Millions of dollars, except per share data	  	2016	 	  	2015	 	 	2016	 	  	2015	 	
Net sales	  	$	368.4	  	  	$	407.7	  	 	$	693.9	  	  	$	753.1	  	
Cost of sales	  	 	233.7	  	  	 	280.8	  	 	 	441.6	  	  	 	519.6	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Gross profit	  	 	134.7	  	  	 	126.9	  	 	 	252.3	  	  	 	233.5	  	
Selling, general and administrative expenses	  	 	75.4	  	  	 	69.2	  	 	 	147.2	  	  	 	151.6	  	
Amortization expense	  	 	7.9	  	  	 	7.9	  	 	 	15.7	  	  	 	15.7	  	
Separation expense	  	 	1.3	  	  	 	0.5	  	 	 	4.3	  	  	 	0.5	  	
Restructuring expense	  	 	0.3	  	  	 	(0.2	) 	 	 	1.6	  	  	 	0.5	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Earnings from operations	  	 	49.8	  	  	 	49.5	  	 	 	83.5	  	  	 	65.2	  	
Interest expense	  	 	27.0	  	  	 	0.4	  	 	 	35.5	  	  	 	0.7	  	
Interest (income) expense on notes with MTW - net	  	 	—  	  	  	 	(4.6	) 	 	 	0.1	  	  	 	(9.3	) 	
Other (income) expense - net	  	 	3.6	  	  	 	(0.2	) 	 	 	6.0	  	  	 	(0.6	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Earnings before income taxes	  	 	19.2	  	  	 	53.9	  	 	 	41.9	  	  	 	74.4	  	
Income taxes	  	 	4.1	  	  	 	17.0	  	 	 	8.7	  	  	 	23.5	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Net earnings	  	$	15.1	  	  	$	36.9	  	 	$	33.2	  	  	$	50.9	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Per Share Data	  				  				 				  				
Earnings per common share — Basic	  	$	0.11	  	  	$	0.27	  	 	$	0.24	  	  	$	0.37	  	
Earnings per common share — Diluted	  	$	0.11	  	  	$	0.27	  	 	$	0.24	  	  	$	0.37	  	
Weighted average shares outstanding — Basic	  	 	137,131,572	  	  	 	137,016,712	  	 	 	137,105,290	  	  	 	137,016,712	  	
Weighted average shares outstanding — Diluted	  	 	138,374,379	  	  	 	137,016,712	  	 	 	138,356,213	  	  	 	137,016,712	  	
The accompanying notes are an integral part of these unaudited consolidated (condensed) financial statements.
 
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 MANITOWOC FOODSERVICE, INC.
Consolidated (Condensed) Statements of Comprehensive Income (Loss)
For the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)

 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
Millions of dollars	  	    2016    	 	 	    2015    	 	 	    2016    	 	 	    2015    	 	
Net earnings	  	$	15.1	  	 	$	36.9	  	 	$	33.2	  	 	$	50.9	  	
Other comprehensive income (loss), net of tax:	  				 				 				 				
Foreign currency translation adjustments	  	 	(6.1	) 	 	 	1.3	  	 	 	11.1	  	 	 	(9.8	) 	
Unrealized gain (loss) on derivatives, net of income taxes (benefit) of $0.3, $0.0, $0.7 and $0.6, respectively	  	 	1.5	  	 	 	0.7	  	 	 	2.4	  	 	 	(1.0	) 	
Employee pension and post-retirement benefits, net of income taxes (benefit) of $0.1, $(0.5), $(5.8) and $0.0, respectively	  	 	0.3	  	 	 	(1.2	) 	 	 	(8.6	) 	 	 	0.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other comprehensive income (loss), net of tax	  	 	(4.3	) 	 	 	0.8	  	 	 	4.9	  	 	 	(10.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	  	$	10.8	  	 	$	37.7	  	 	$	38.1	  	 	$	40.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these unaudited consolidated (condensed) financial statements.
 
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 MANITOWOC FOODSERVICE, INC.
Consolidated (Condensed) Balance Sheets
As of June 30, 2016 (Unaudited) and December 31, 2015

Millions of dollars, except share data	  	June 30,
2016	 	 	December 31,
2015	 	
Assets	  				 				
Current Assets:	  				 				
Cash and cash equivalents	  	$	40.7	  	 	$	32.0	  	
Restricted cash	  	 	0.4	  	 	 	0.6	  	
Accounts receivable, less allowances of $3.7 and $4.0, respectively	  	 	100.7	  	 	 	63.8	  	
Inventories — net	  	 	163.6	  	 	 	145.9	  	
Prepaids and other current assets	  	 	10.7	  	 	 	10.3	  	
Current assets held for sale	  	 	6.2	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	322.3	  	 	 	252.6	  	
Property, plant and equipment — net	  	 	111.4	  	 	 	116.4	  	
Goodwill	  	 	845.9	  	 	 	845.8	  	
Other intangible assets — net	  	 	503.3	  	 	 	519.6	  	
Other non-current assets	  	 	24.1	  	 	 	15.9	  	
Long-term assets held for sale	  	 	—  	  	 	 	3.7	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	1,807.0	  	 	$	1,754.0	  	
	  	 	 	 	 	 	 	 	
Liabilities and Equity	  				 				
Current Liabilities:	  				 				
Accounts payable	  	$	124.4	  	 	$	129.0	  	
Accrued expenses and other liabilities	  	 	146.3	  	 	 	157.6	  	
Short-term borrowings	  	 	0.1	  	 	 	—  	  	
Current portion of long-term debt and capital leases	  	 	1.3	  	 	 	0.4	  	
Product warranties	  	 	31.1	  	 	 	34.3	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	303.2	  	 	 	321.3	  	
Long-term debt and capital leases	  	 	1,369.9	  	 	 	2.3	  	
Deferred income taxes	  	 	152.8	  	 	 	167.9	  	
Pension and postretirement health obligations	  	 	58.8	  	 	 	33.3	  	
Other long-term liabilities	  	 	33.4	  	 	 	20.5	  	
	  	 	 	 	 	 	 	 	
Total non-current liabilities	  	 	1,614.9	  	 	 	224.0	  	
Commitments and contingencies (Note 13)	  				 				
Total Equity (Deficit):	  				 				
Common stock (300,000,000 and 0 shares authorized, 137,221,917 shares and 0 shares issued and 137,182,606 shares and 0 shares outstanding, respectively)	  	 	1.4	  	 	 	—  	  	
Additional paid-in capital (deficit)	  	 	(90.8	) 	 	 	—  	  	
Retained earnings	  	 	17.9	  	 	 	—  	  	
Net parent company investment	  	 	—  	  	 	 	1,253.2	  	
Accumulated other comprehensive loss	  	 	(39.6	) 	 	 	(44.5	) 	
	  	 	 	 	 	 	 	 	
Total equity (deficit)	  	 	(111.1	) 	 	 	1,208.7	  	
	  	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	1,807.0	  	 	$	1,754.0	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these unaudited consolidated (condensed) financial statements.
 
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 MANITOWOC FOODSERVICE, INC.
Consolidated (Condensed) Statements of Cash Flows
For the Six Months Ended June 30, 2016 and 2015 (Unaudited)

 	  	Six Months Ended
June 30,	 	
Millions of dollars	  	2016	 	 	2015	 	
Cash Flows From Operating activities	  				 				
Net earnings	  	$	33.2	  	 	$	50.9	  	
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:	  				 				
Depreciation	  	 	8.8	  	 	 	10.0	  	
Amortization of intangible assets	  	 	15.7	  	 	 	15.7	  	
Amortization of deferred financing fees	  	 	1.9	  	 	 	—  	  	
Deferred income taxes	  	 	(5.7	) 	 	 	3.5	  	
Stock-based compensation expense	  	 	3.4	  	 	 	1.6	  	
Loss on sale of property, plant, and equipment	  	 	0.1	  	 	 	0.3	  	
Changes in operating assets and liabilities, excluding the effects of business acquisitions or dispositions:	  				 				
Accounts receivable	  	 	(22.3	) 	 	 	(29.6	) 	
Inventories	  	 	(17.7	) 	 	 	(27.0	) 	
Other assets	  	 	(5.9	) 	 	 	(2.6	) 	
Accounts payable	  	 	(4.3	) 	 	 	(18.0	) 	
Other current and long-term liabilities	  	 	(5.0	) 	 	 	(15.1	) 	
	  	 	 	 	 	 	 	 	
Net cash provided by (used for) operating activities	  	 	2.2	  	 	 	(10.3	) 	
	  	 	 	 	 	 	 	 	
Cash Flows From Investing activities	  				 				
Capital expenditures	  	 	(6.2	) 	 	 	(6.7	) 	
Changes in restricted cash	  	 	0.2	  	 	 	(0.3	) 	
	  	 	 	 	 	 	 	 	
Net cash used for investing activities	  	 	(6.0	) 	 	 	(7.0	) 	
	  	 	 	 	 	 	 	 	
Cash Flows From Financing activities	  				 				
Proceeds from long-term debt and capital leases	  	 	1,457.0	  	 	 	0.4	  	
Repayments on long-term debt and capital leases	  	 	(49.6	) 	 	 	(0.2	) 	
Debt issuance costs	  	 	(40.9	) 	 	 	—  	  	
Changes in short-term borrowings	  	 	0.1	  	 	 	—  	  	
Dividend paid to MTW	  	 	(1,362.0	) 	 	 	—  	  	
Net transactions with MTW	  	 	7.6	  	 	 	16.3	  	
Exercises of stock options	  	 	0.4	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	
Net cash provided by financing activities	  	 	12.6	  	 	 	16.5	  	
	  	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	(0.1	) 	 	 	(0.9	) 	
Net increase (decrease) in cash and cash equivalents	  	 	8.7	  	 	 	(1.7	) 	
Balance at beginning of period	  	 	32.0	  	 	 	16.5	  	
	  	 	 	 	 	 	 	 	
Balance at end of period	  	$	40.7	  	 	$	14.8	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these unaudited consolidated (condensed) financial statements.
 
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 MANITOWOC FOODSERVICE, INC.
Notes to Unaudited Consolidated (Condensed) Financial Statements
For the Three and Six Months Ended June 30, 2016, and 2015 (Unaudited)
1. Description of the Business and Basis of Presentation
The Spin-Off
On January 29, 2015, The Manitowoc Company, Inc. (“MTW”) announced plans to create two independent public companies to separately operate its two businesses: its Cranes business and its Foodservice business. To effect the separation, MTW first undertook an internal reorganization, following which MTW held the Cranes business, and Manitowoc Foodservice, Inc. (“MFS”) held the Foodservice business. Then on March 4, 2016, MTW distributed all the MFS common stock to MTW’s shareholders on a pro rata basis, and MFS became an independent publicly traded company (the “Distribution”). As used in this Quarterly Report on Form 10-Q, “Spin-Off” refers to both the above described internal reorganization and Distribution, collectively.
In these consolidated (condensed) financial statements, unless the context otherwise requires:
 
 	•	 	“MFS” and the “Company” refer to Manitowoc Foodservice, Inc. and its consolidated subsidiaries, after giving effect to the internal reorganization and the distribution, or, in the case of information as of dates or for periods prior to its separation from MTW, the combined entities of the Foodservice business, and certain other assets and liabilities that were historically held at the MTW corporate level, but were specifically identifiable and attributable to the Foodservice business; and	
 
 	•	 	“MTW” refers to The Manitowoc Company, Inc. and its consolidated subsidiaries, other than, for all periods following the Spin-Off, MFS.	
 
 	•	 	“Spin-Off” refers to both the above described internal reorganization and distribution, collectively.	
Description of the Business
The Company is among the world’s most preferred and innovative commercial foodservice equipment companies. It designs, manufactures, and services an integrated portfolio of hot and cold category products. It has one of the industry’s broadest portfolios of products that create optimal value for its channel partners while delivering superior performance, quality, reliability, and durability for its customers. The Company’s capabilities span refrigeration, ice-making, cooking, holding, food-preparation, and beverage-dispensing technologies, and allow it to equip entire commercial kitchens and serve the world’s growing demand for food prepared away from home. The Company supplies foodservice equipment to commercial and institutional foodservice operators such as full-service restaurants, quick-service restaurant chains, hotels, caterers, supermarkets, convenience stores, business and industry, hospitals, schools and other institutions.
Basis of Presentation
The accompanying unaudited consolidated (condensed) financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany balances and transactions between the Company and its affiliates have been eliminated.
During the periods presented prior to the Spin-Off on March 4, 2016, the Company’s financial statements were prepared on a combined standalone basis derived from the consolidated financial statements and accounting records of MTW. The Company functioned as part of the larger group of companies controlled by MTW. Accordingly, MTW performed certain corporate overhead functions for the Company. Therefore, certain costs related to the Company have been allocated from MTW for the portion of the three months ended March 31, 2016 up to the Spin-Off on March 4, 2016 and for the entirety of the three months ended March 31, 2015. These allocated costs are primarily related to: 1) corporate officers, 2) employee benefits and compensation, 3) share-
 
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based compensation, and 4) certain administrative functions, which are not provided at the business level including, but not limited to, finance, treasury, tax, audit, legal, information technology, human resources, and investor relations. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount, or other measures the Company determined as reasonable.
Management of the Company believes the assumptions underlying the unaudited consolidated (condensed) financial statements, including the assumptions regarding the allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. Nevertheless, the accompanying unaudited consolidated (condensed) financial statements may not be indicative of the Company’s future performance, and do not necessarily include all of the actual expenses that would have been incurred by the Company and may not reflect the results of operations, financial position, and cash flows had the Company been a standalone company during the entirety of the periods presented.
Accounting Policies
In the opinion of management, the accompanying unaudited consolidated (condensed) financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income for the three and six months ended June 30, 2016 and 2015, the cash flows for the six months ended June 30, 2016 and 2015, and the balance sheet at June 30, 2016 and December 31, 2015, and except as otherwise discussed such adjustments consist of only those of a normal recurring nature. 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, 2015. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to the SEC’s rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the unaudited consolidated (condensed) financial statements included herein are adequate to make the information presented not misleading. It is suggested that these unaudited financial statements be read in conjunction with the financial statements and the notes to the financial statements included in the Company’s latest annual report on Form 10-K.
Certain prior period amounts have been reclassified to conform to the current period presentation. All dollar amounts, except share and per share amounts, are in millions of dollars throughout the tables included in these notes unless otherwise indicated.
Recent Accounting Changes and Pronouncements
On March 30, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Stock Compensation (Topic 718)” which simplifies several aspects of the accounting for share-based payment award transactions. This ASU requires that all excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit on the income statement. The excess tax items should be classified with other income tax cash flows as an operating activity. This ASU also allows an entity to account for forfeitures when they occur rather than the current U.S. GAAP practice where an entity makes an entity-wide accounting policy election to estimate the number of awards that are expected to vest. This ASU is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.
On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. ASU 2016-02 requires a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and provides certain practical expedients that companies may elect. This ASU is effective for public companies for
 
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fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes (Subtopic 740-10).” ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the requirement for companies to present deferred tax liabilities and assets as current and non-current on the balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. This guidance is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The Company early adopted this ASU on a prospective basis as of December 31, 2015. Prior periods were not retrospectively adjusted.
In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805)—Simplifying the Accounting for Measurement-Period Adjustments.” The amendments in this ASU require that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, rather than as retrospective adjustments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. The Company adopted this accounting guidance in the first quarter of fiscal year 2016. The adoption of this ASU did not have a material impact on the Company’s consolidated (condensed) financial statements.
In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” This ASU clarifies the guidance related to accounting for debt issuance costs related to line-of-credit arrangements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. With the issuance of ASU 2015-15, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted this accounting guidance in the first quarter of fiscal year 2016 and its impact is presented in the consolidated (condensed) financial statements.
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” This ASU changes the guidance on accounting for inventory accounted for on a first-in first-out basis (FIFO). Under the revised standard, an entity should measure FIFO inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured on a last-in, first-out basis (LIFO). The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. The Company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU provides guidance on accounting for a software license in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer should account for
 
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the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. Further, all software licenses are within the scope of Accounting Standards Codification (“ASC”) Subtopic 350-40 and will be accounted for consistent with other licenses of intangible assets. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this accounting guidance in the first quarter of fiscal year 2016. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 820)—Amendments to the Consolidation Analysis.” This ASU amends the current consolidation guidance for both the variable interest entity (VIE) and voting interest entity (VOE) consolidation models. The amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this accounting guidance in the first quarter of fiscal year 2016. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.
In January 2015, the FASB issued ASU No. 2015-01, “Income Statement—Extraordinary and Unusual Items.” This update eliminates from U.S. GAAP the concept of extraordinary items. This ASU is effective for the first interim period within fiscal years beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. A reporting entity may apply the amendments prospectively or retrospectively to all prior periods presented in the financial statements. The Company adopted this accounting guidance in the first quarter of fiscal year 2016. The adoption of this ASU did not have a material impact on its consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” This update provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This ASU is effective in the first annual period ending after December 15, 2016, with early adoption permitted. The Company believes the adoption of this ASU will not have a material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This ASU provides a principles-based approach to revenue recognition to record the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU provides a five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The revenue standard is effective for the first interim period within fiscal years beginning after December 15, 2017 (as finalized by the FASB in August 2015 in ASU 2015-14 and as updated by ASUs 2016-10, 2016-11 and 2016-12), and can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the update recognized at the date of initial application along with additional disclosures. Early adoption is permitted as of the original effective date—the first interim period within fiscal years beginning after December 15, 2016. The Company is evaluating the impact the adoption of this ASU will have on its consolidated financial statements.
 
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2. Fair Value of Financial Instruments
The following tables set forth financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 	  	Fair Value as of June 30, 2016	 	
(in millions)	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
Current assets:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	1.3	  	  	$	—  	  	  	$	1.3	  	
Commodity contracts	  	 	—  	  	  	 	0.1	  	  	 	—  	  	  	 	0.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current assets at fair value	  	$	—  	  	  	$	1.4	  	  	$	—  	  	  	$	1.4	  	
Non-current Assets:	  				  				  				  				
Commodity contracts	  	 	—  	  	  	 	0.1	  	  	 	—  	  	  	 	0.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total non-current assets at fair value	  	 	—  	  	  	 	0.1	  	  	 	—  	  	  	 	0.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets at fair value	  	$	—  	  	  	$	1.5	  	  	$	—  	  	  	$	1.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Liabilities:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	0.9	  	  	$	—  	  	  	$	0.9	  	
Commodity contracts	  	 	—  	  	  	 	0.7	  	  	 	—  	  	  	 	0.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current liabilities at fair value	  	$	—  	  	  	$	1.6	  	  	$	—  	  	  	$	1.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities at fair value	  	$	—  	  	  	$	1.6	  	  	$	—  	  	  	$	1.6	  	

																	
 	  	Fair Value as of December 31, 2015	 	
(in millions)	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
Current Assets:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current assets at fair value	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets at fair value	  	$	—  	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Liabilities:	  				  				  				  				
Foreign currency exchange contracts	  	$	—  	  	  	$	0.1	  	  	$	—  	  	  	$	0.1	  	
Commodity contracts	  	 	—  	  	  	 	3.1	  	  	 	—  	  	  	 	3.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total current liabilities at fair value	  	$	—  	  	  	$	3.2	  	  	$	—  	  	  	$	3.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current Liabilities:	  				  				  				  				
Commodity contracts	  	$	—  	  	  	$	0.4	  	  	$	—  	  	  	$	0.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total non-current liabilities at fair value	  	$	—  	  	  	$	0.4	  	  	$	—  	  	  	$	0.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities at fair value	  	$	—  	  	  	$	3.6	  	  	$	—  	  	  	$	3.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The fair value of the Company’s 9.50% Senior Notes due 2024 (the “Senior Notes”) and Term Loan B under its Senior Secured Credit Facilities was approximately $477.3 million and $960.7 million, respectively, as of June 30, 2016. Neither the Senior Notes nor the Term Loan B existed as of December 31, 2015. See Note 9, “Debt,” for a description of the debt instruments and their related carrying values.
 
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ASC Subtopic 820-10, “Fair Value Measurement,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Subtopic 820-10 classifies the inputs used to measure fair value into the following hierarchy:

Level 1	  	Unadjusted quoted prices in active markets for identical assets or liabilities	
		
Level 2	  	Unadjusted quoted prices in active markets for similar assets or liabilities, or	
		
	  	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or	
		
	  	Inputs other than quoted prices that are observable for the asset or liability	
		
Level 3	  	Unobservable inputs for the asset or liability	
The Company endeavors to utilize the best available information in measuring fair value. The Company estimates the fair value of its Senior Notes and Term Loan B based on quoted market prices of the instruments. Because these markets are typically thinly traded, the assets and liabilities are classified as Level 2 within the valuation hierarchy. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and deferred purchase price notes on receivables sold (see Note 8, “Accounts Receivable Securitization”), approximate fair value, without being discounted as of June 30, 2016 and December 31, 2015 due to the short-term nature of these instruments.
As a result of its global operating and financing activities, the Company is exposed to market risks from changes in foreign currency exchange rates, and commodity prices, which may adversely affect its operating results and financial position. When deemed appropriate, the Company minimizes these risks through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and the Company does not use leveraged derivative financial instruments. The foreign currency exchange and commodity contracts are valued through an independent valuation source which uses an industry standard data provider, with resulting valuations periodically validated through third-party or counterparty quotes. As such, these derivative instruments are classified within Level 2.
3. Derivative Financial Instruments
The Company uses derivative instruments to manage business risk exposures that have been identified through the risk identification and measurement process, provided they clearly qualify as “hedging” activities as defined in its risk policy. It is the Company’s policy to enter into derivative transactions only to the extent true exposures exist; the Company does not enter into derivative transactions for trading or other speculative purposes.
The primary risks the Company manages using derivative instruments are commodity price risk and foreign currency exchange risk. Swap contracts on various commodities are used to manage the price risk associated with forecasted purchases of materials used in the Company’s manufacturing process. The Company also enters into various foreign currency derivative instruments to help manage foreign currency risk associated with its projected purchases and sales and foreign currency denominated receivable and payable balances.
The Company designates commodity swaps and foreign currency exchange contracts as cash flow hedges of forecasted purchases of commodities and currencies.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. In the next twelve months the Company estimates $0.3 million of unrealized gain, net of tax, related to commodity price and currency rate hedging will be reclassified from other comprehensive (loss) income into earnings. Foreign currency and commodity hedging is generally completed prospectively on a rolling basis for twelve and twenty-four months, respectively, depending on the type of risk being hedged.
 
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For derivative instruments that are not designated as hedging instruments, the gains or losses on the derivatives are recognized in current earnings within other (expense) income, net in the consolidated (condensed) statement of operations.
The fair value of outstanding derivative contracts recorded as liabilities in the accompanying consolidated (condensed) balance sheet as of June 30, 2016 and December 31, 2015 are included within accounts payable, accrued expenses and other long-term liabilities and were not material in the periods presented.
4. Inventories
The components of inventories at June 30, 2016 and December 31, 2015 are summarized as follows:

(in millions)	  	June 30,
2016	 	  	December 31,
2015	 	
Inventories — gross:	  				  				
Raw materials	  	$	74.1	  	  	$	70.7	  	
Work-in-process	  	 	19.4	  	  	 	18.7	  	
Finished goods	  	 	98.2	  	  	 	83.4	  	
	  	 	 	 	  	 	 	 	
Total inventories — gross	  	 	191.7	  	  	 	172.8	  	
Excess and obsolete inventory reserve	  	 	(24.7	) 	  	 	(23.5	) 	
	  	 	 	 	  	 	 	 	
Net inventories at FIFO cost	  	 	167.0	  	  	 	149.3	  	
Excess of FIFO costs over LIFO value	  	 	(3.4	) 	  	 	(3.4	) 	
	  	 	 	 	  	 	 	 	
Inventories — net	  	$	163.6	  	  	$	145.9	  	
	  	 	 	 	  	 	 	 	
5. Property, Plant and Equipment
The components of property, plant and equipment at June 30, 2016 and December 31, 2015 are summarized as follows:

(in millions)	  	June 30,
2016	 	  	December 31,
2015	 	
Land	  	$	7.3	  	  	$	7.3	  	
Building and improvements	  	 	91.8	  	  	 	94.3	  	
Machinery, equipment and tooling	  	 	213.2	  	  	 	216.0	  	
Furniture and fixtures	  	 	6.0	  	  	 	6.2	  	
Computer hardware and software	  	 	53.8	  	  	 	51.2	  	
Construction in progress	  	 	10.2	  	  	 	9.8	  	
	  	 	 	 	  	 	 	 	
Total cost	  	 	382.3	  	  	 	384.8	  	
Less accumulated depreciation	  	 	(270.9	) 	  	 	(268.4	) 	
	  	 	 	 	  	 	 	 	
Property, plant and equipment — net	  	$	111.4	  	  	$	116.4	  	

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6. Goodwill and Other Intangible Assets
The Company has three reportable segments: Americas, EMEA, and APAC. The Americas segment includes the U.S., Canada and Latin America. The EMEA segment is made up of markets in Europe, Middle East and Africa, including Russia and the commonwealth of independent states. The APAC segment is principally comprised of markets in China, Singapore, Australia, India, Malaysia, Indonesia, Thailand and Philippines. The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2016, were as follows:

(in millions)	  	Americas	 	  	EMEA	 	  	APAC	 	  	Total	 	
Balance as of December 31, 2015	  	$	832.6	  	  	$	4.8	  	  	$	8.4	  	  	$	845.8	  	
Foreign currency impact	  	 	—  	  	  	 	0.1	  	  	 	—  	  	  	 	0.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Balance as of June 30, 2016	  	$	832.6	  	  	$	4.9	  	  	$	8.4	  	  	$	845.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The Company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles — Goodwill and Other.” The Company performs an annual impairment test or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company tests its reporting units and indefinite-lived intangible assets using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill, or indefinite-lived intangible asset. The intangible asset is then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.
As of June 30, 2016, the Company performed the annual impairment test for its reporting units, which were Americas, EMEA, and APAC, as well as its indefinite-lived intangible assets, and based on those results, the fair value of each of the Company’s reporting units exceeded their respective carrying values and no impairment was indicated.
The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill are as follows as of June 30, 2016 and December 31, 2015:

 	  	June 30, 2016	 	  	December 31, 2015	 	
(in millions)	  	Gross
Carrying
Amount	 	  	Accumulated
Amortization
Amount	 	 	Net
Book
Value	 	  	Gross
Carrying
Amount	 	  	Accumulated
Amortization
Amount	 	 	Net
Book
Value	 	
Trademarks and tradenames	  	$	174.8	  	  	$	—  	  	 	$	174.8	  	  	$	175.1	  	  	$	—  	  	 	$	175.1	  	
Customer relationships	  	 	415.3	  	  	 	(161.0	) 	 	 	254.3	  	  	 	415.2	  	  	 	(150.4	) 	 	 	264.8	  	
Patents	  	 	1.7	  	  	 	(1.7	) 	 	 	—  	  	  	 	1.7	  	  	 	(1.6	) 	 	 	0.1	  	
Other intangibles	  	 	142.6	  	  	 	(68.4	) 	 	 	74.2	  	  	 	143.2	  	  	 	(63.6	) 	 	 	79.6	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	$	734.4	  	  	$	(231.1	) 	 	$	503.3	  	  	$	735.2	  	  	$	(215.6	) 	 	$	519.6	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Amortization expense for the three months ended June 30, 2016 and 2015 was $7.9 million.
Amortization expense for the six months ended June 30, 2016 and 2015 was $15.7 million.
 
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7. Accounts Payable and Accrued Expenses and Other Liabilities
Accounts payable and Accrued expenses and other liabilities at June 30, 2016 and December 31, 2015 are summarized as follows:

(in millions)	  	June 30,
2016	 	  	December 31,
2015	 	
Accounts payable:	  				  				
Trade accounts payable and interest payable	  	$	123.1	  	  	$	121.7	  	
Income taxes payable	  	 	1.3	  	  	 	7.3	  	
	  	 	 	 	  	 	 	 	
Total accounts payable	  	$	124.4	  	  	$	129.0	  	
	  	 	 	 	  	 	 	 	
Accrued expenses and other liabilities:	  				  				
Employee related expenses	  	$	31.9	  	  	$	24.5	  	
Restructuring expenses	  	 	4.5	  	  	 	16.8	  	
Profit sharing and incentives	  	 	10.9	  	  	 	3.9	  	
Accrued rebates	  	 	41.6	  	  	 	51.6	  	
Deferred revenue - current	  	 	3.6	  	  	 	3.8	  	
Dividend payable to MTW	  	 	—  	  	  	 	10.2	  	
Customer advances	  	 	5.8	  	  	 	2.9	  	
Product liability	  	 	3.1	  	  	 	2.6	  	
Miscellaneous accrued expenses	  	 	44.9	  	  	 	41.3	  	
	  	 	 	 	  	 	 	 	
Total accrued expenses and other liabilities	  	$	146.3	  	  	$	157.6	  	
	  	 	 	 	  	 	 	 	
8. Accounts Receivable Securitization
Prior to the Spin-Off, MFS sold accounts receivable through an accounts receivable securitization facility, (“the Prior Securitization Program”), comprised of two funding entities: Manitowoc Funding, LLC (“U.S. Seller”) and Manitowoc Cayman Islands Funding Ltd. (“Cayman Seller”). The U.S. Seller historically serviced domestic entities of both the Foodservice and Cranes segments of MTW and remitted all funds received directly to MTW. The Cayman Seller historically serviced solely MFS foreign entities and remitted all funds to MFS entities. The U.S. Seller entity remained with MTW subsequent to the Spin-Off, while the Cayman Seller was transferred to MFS subsequent to the Spin-Off. As the U.S. Seller is not directly attributable to MFS, only the receivables which were transferred to the U.S. Seller but not sold are reflected in MFS’ consolidated (condensed) balance sheet. A portion of the U.S. Seller’s historical expenses related to bond administration fees and settlement fees are allocated to MFS. As the Cayman Seller is directly attributable to MFS, the assets, liabilities, income and expenses of the Cayman Seller are included in MFS’ consolidated (condensed) statement of operations and balance sheet. MFS’ cost of funds under the facility used a LIBOR index rate plus a 1.25% fixed spread.
On March 3, 2016, the Company entered into a new $110.0 million accounts receivable securitization program (the “2016 Securitization Facility”) among the Cayman Seller, as seller, MFS, Garland Commercial Ranges Limited, Convotherm Elektrogeräte GmbH, Manitowoc Deutschland GmbH, Manitowoc Foodservice UK Limited, Manitowoc Foodservice Asia Pacific Private Limited, and the other persons who may be from time to time, a party thereto, as servicers, with Wells Fargo Bank, National Association, as purchaser and agent, whereby MFS will sell certain of its domestic trade accounts receivable and certain of its non-U.S. trade accounts receivable to a wholly-owned, bankruptcy-remote, foreign special purpose entity, which entity in turn, will sell, convey, transfer and assign to a third-party financial institution (a “Purchaser”), all of the right, title and interest in and to its pool of receivables. The Purchaser will receive ownership of the pool of receivables. The Company, along with certain of its subsidiaries, act as servicers of the receivables and as such administer, collect and otherwise enforce the receivables. The servicers will be compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer. As servicers, they will initially receive payments made by obligors on the receivables but will be required to remit those payments in accordance with a
 
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receivables purchase agreement. The Purchaser will have no recourse for uncollectible receivables. The 2016 Securitization Facility also contains customary affirmative and negative covenants. Among other restrictions, these covenants require the Company to meet specified financial tests, which include a Consolidated Interest Coverage Ratio and a Consolidated Total Leverage Ratio that are the same as the covenant ratios required per the 2016 Credit Agreement.
Due to a short average collection cycle of less than 60 days for such accounts receivable as well as the Company’s collection history, the fair value of its deferred purchase price notes approximated book value. The fair value of the deferred purchase price notes recorded at June 30, 2016 and December 31, 2015 was $75.9 million and $48.4 million, respectively, and is included in accounts receivable in the accompanying consolidated (condensed) balance sheets.
Trade accounts receivables sold to the Purchaser and being serviced by the Company totaled $90.7 million at June 30, 2016 and $100.9 million at December 31, 2015. Of this decrease, approximately $15.9 million was attributable to the balance being allocated from MTW from a combined securitization facility on a carve out basis at December 31, 2015 as compared to the specific deferred purchase price notes on a standalone basis at June 30, 2016 and is reflected in Net Transactions with MTW in the Cash Flows from Financing activities section of the consolidated (condensed) statement of cash flows.
Transactions under the 2016 Securitization Facility and the Prior Securitization Program were accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.” Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying consolidated (condensed) balance sheets and the proceeds received, including collections on the deferred purchase price notes, are included in cash flows from operating activities in the accompanying consolidated (condensed) statements of cash flows. The Company deems the interest rate risk related to the deferred purchase price notes to be de minimis, primarily due to the short average collection cycle of the related receivables (i.e., 60 days) as noted above.
9. Debt
Senior Secured Credit Facilities
On March 3, 2016, the Company entered into a credit agreement (the “2016 Credit Agreement”) for a new senior secured revolving credit facility in an aggregate principal amount of $225.0 million (the “Revolving Facility”) and a senior secured Term Loan B facility in an aggregate principal amount of $975.0 million (the “Term Loan B Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”) with JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, J.P. Morgan Securities LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., and Citigroup Global Markets Inc., on behalf of certain of its affiliates, as joint lead arrangers and joint bookrunners, and certain lenders, as lenders. The Revolving Facility includes (i) a $20.0 million sublimit for the issuance of letters of credit on customary terms, and (ii) a $40.0 million sublimit for swingline loans on customary terms. The Company entered into security and other agreements relating to the 2016 Credit Agreement.
Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to, at the option of MFS, (i) LIBOR plus the applicable margin of approximately 4.75% for term loans subject to a 1.00% LIBOR floor and 1.50% - 2.75% for revolving loans, based on consolidated total leverage, or (ii) an alternate base rate plus the applicable margin, which will be 1.00% lower than for LIBOR loans.
 
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The 2016 Credit Agreement contains financial covenants including (a) a Consolidated Interest Coverage Ratio, which measures the ratio of (i) Consolidated EBITDA, as defined in the 2016 Credit Agreement, to (ii) consolidated cash interest expense, (b) a Consolidated Total Leverage Ratio, which measures the ratio of (i) consolidated indebtedness to (ii) Consolidated EBITDA for the most recent four fiscal quarters. The current covenant levels of the financial covenants under the Senior Secured Credit Facility are as set forth below:

Fiscal Quarter Ending	  	Consolidated Total
Leverage
Ratio (less than)	 	  	Consolidated Interest
Coverage Ratio
(greater than)	 	
March 31, 2016	  	 	6.25:1.00	  	  	 	2.00:1.00	  	
June 30, 2016	  	 	6.25:1.00	  	  	 	2.00:1.00	  	
Obligations of the Company under the Senior Secured Credit Facilities are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries (but excluding (i) unrestricted subsidiaries, (ii) immaterial subsidiaries, and (iii) special purpose securitization vehicles).
There is a first priority perfected lien on substantially all of the assets and property of the Company and guarantors and proceeds therefrom excluding certain excluded assets. The liens securing the obligations of the Company under the Revolving Facility and the Term Loan B Facility are pari passu.
Senior Notes
The Company issued 9.50% Senior Notes due 2024 in an aggregate principal amount of $425.0 million (the “Senior Notes”) under an indenture with Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Senior Notes were sold to qualified institutional buyers pursuant to Rule 144A (and outside the United States in reliance on Regulation S) under the Securities Act. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company’s domestic restricted subsidiaries that is a borrower or guarantor under the Senior Secured Credit Facilities. The Senior Notes and the subsidiary guarantees are unsecured, senior obligations. The notes are redeemable, at the Company’s option, in whole or in part from time to time, at any time prior to February 15, 2019, at a price equal to 100.0% of the principal amount thereof plus a “make-whole” premium and accrued but unpaid interest to the date of redemption. In addition, the Company may redeem the notes at its option, in whole or in part, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the 12-month period commencing on February 15 of the years set forth below:

Year	  	Percentage	 	
2019	  	 	107.1	% 	
2020	  	 	104.8	% 	
2021	  	 	102.4	% 	
2022 and thereafter	  	 	100.0	% 	
The Company must generally offer to repurchase all of the outstanding Senior Notes upon the occurrence of certain specific change of control events at a purchase price equal to 101.0% of the principal amount of Senior Notes purchased plus accrued and unpaid interest to the date of purchase. The indenture provides for customary events of default. Generally, if an event of default occurs (subject to certain exceptions), the Trustee or the holders of at least 25.0% in aggregate principal amount of the then-outstanding Senior Notes may declare all the Senior Notes to be due and payable immediately.
 
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Outstanding debt at June 30, 2016 and December 31, 2015 is summarized as follows:

(in millions)	  	June 30,
2016	 	  	December 31,
2015	 	
Revolving credit facility	  	$	32.0	  	  	$	—  	  	
Term Loan B	  	 	950.0	  	  	 	—  	  	
Senior Notes due 2024	  	 	425.0	  	  	 	—  	  	
Other	  	 	3.3	  	  	 	2.7	  	
	  	 	 	 	  	 	 	 	
Total debt and capital leases including current portion	  	 	1,410.3	  	  	 	2.7	  	
Less current portion and short-term borrowings	  	 	(1.4	) 	  	 	(0.4	) 	
Less unamortized debt issuance costs	  	 	(39.0	) 	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Total long-term debt and capital leases	  	$	1,369.9	  	  	$	2.3	  	
	  	 	 	 	  	 	 	 	
As of June 30, 2016, the Company had outstanding $3.3 million of other indebtedness that has a weighted-average interest rate of approximately 4.39% per annum.
As of June 30, 2016, the Company had $32.0 million of borrowings outstanding under the Revolving Facility. During the quarter ended June 30, 2016, the highest daily borrowing was $49.0 million and the average borrowing was $31.8 million, while the average interest rate was 3.47% per annum. The interest rate fluctuates based upon LIBOR or a Prime rate plus a spread, which is based upon the Consolidated Total Leverage Ratio of the Company. As of June 30, 2016, the spreads for LIBOR and Prime borrowings were 2.75% and 1.75%, respectively, given the Company’s effective Consolidated Total Leverage Ratio for this period.
As of June 30, 2016, the Company was in compliance with all affirmative and negative covenants in its debt instruments, inclusive of the financial covenants pertaining to the Senior Secured Credit Facility and the 2024 Senior Notes. Based upon management’s current plans and outlook, management believes the Company will be able to comply with these covenants during the subsequent 12 months. As of June 30, 2016 the Company’s Consolidated Total Leverage Ratio was 5.52:1, while the maximum ratio is 6.25:1 and its Consolidated Interest Coverage Ratio was 3.25:1, above the minimum ratio of 2.00:1.
10. Income Taxes
For the three months ended June 30, 2016, the Company recorded a $4.1 million income tax provision, compared to a $17.0 million income tax provision for the three months ended June 30, 2015. The decrease in the Company’s tax provision for the three months ended June 30, 2016, relative to the three months ended June 30, 2015, resulted primarily from a $34.7 million reduction in earnings from operations before income taxes and the relative weighting of foreign earnings before income taxes in the respective periods.
For the six months ended June 30, 2016, the Company recorded an $8.7 million income tax provision, compared to a $23.5 million income tax provision for the six months ended June 30, 2015. The decrease in the Company’s tax provision for the six months ended June 30, 2016, relative to the prior year resulted primarily from $2.9 million in tax-related out-of-period balance sheet adjustments related to the Spin-Off that were recognized as discrete adjustments in the income tax provision for the first quarter of 2016. The Company does not believe these adjustments are material to its unaudited consolidated (condensed) financial statements for the six months ended June 30, 2016, or its comparative annual or quarterly financial statements. These adjustments were coupled with a $32.5 million reduction in earnings from operations before income taxes for the six month period ended June 30, 2016 compared to the first six months of 2015.
The Company’s effective tax rate varies from the 35% U.S. federal statutory rate due to the relative weighting of foreign earnings before income taxes and foreign effective tax rates that are generally lower than the U.S. federal statutory rate. Foreign earnings are generated from operations in the three reportable segments of Americas, EMEA, and APAC.
 
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The Company will continue to periodically evaluate its valuation allowance requirements in light of changing facts and circumstances, and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to, or reverse a portion of its existing deferred tax asset valuation allowances in the future. Such changes in the deferred tax asset valuation allowances will be reflected in the current operations through the Company’s income tax provision, and could have a material effect on operating results.
The Company’s unrecognized tax benefits, including interest and penalties, were $12.1 million and $16.6 million as of June 30, 2016 and December 31, 2015, respectively. The decrease for the six months ended June 30, 2016 related to the portion of the unrecognized tax benefits allocable to the Company that were included in equity and a second quarter reduction in unrecognized tax benefits of $0.4 million. During the next twelve months, it is reasonably possible that unrecognized tax benefits will decrease by $1.2 million due to expiration of statute of limitation periods for the related items.
The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of June 30, 2016, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.
11. Equity
On March 4, 2016, MTW distributed 137.0 million shares of MFS common stock to MTW’s shareholders on a pro rata basis, and MFS became an independent publicly traded company with each shareholder receiving one share of its common stock for each share of MTW common stock held by the shareholder on February 22, 2016, the record date for the distribution. Any fractional shares of its common stock otherwise issuable to MTW shareholders were aggregated into whole shares and sold on the open market, and the fractional shareholders will receive a pro rata share of the proceeds of the sale, after deducting any taxes required to be withheld and after deducting an amount equal to all brokerage fees and other costs attributed to the sale.
On March 3, 2016, prior to the completion of the Spin-Off, MFS paid a one-time cash dividend to MTW of $1.362 billion. MFS did not declare or pay any other dividends to its stockholders during the three or six months ended June 30, 2016 or June 30, 2015, respectively.
 
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The following is a roll forward of equity for the six months ended June 30, 2016 and 2015:

(in millions, except share data)	 	Shares	 	 	Common
Stock	 	 	Additional
Paid-In
Capital
(Deficit)	 	 	Retained
Earnings	 	 	Net Parent
Company
Investment	 	 	Accumulated
Other
Comprehensive
(Loss) Income	 	 	Total Equity
(Deficit)	 	
Balance at December 31, 2015	 	 	—  	  	 	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	1,253.2	  	 	$	(44.5	) 	 	$	1,208.7	  	
Net earnings	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	17.9	  	 	 	15.3	  	 	 	—  	  	 	 	33.2	  	
Net transfers to MTW	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(1,362.0	) 	 	 	—  	  	 	 	(1,362.0	) 	
Separation related adjustments	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(1.0	) 	 	 	(47.4	) 	 	 	(48.4	) 	
Reclassification of net investment to additional paid-in capital	 	 	—  	  	 	 	—  	  	 	 	(94.5	) 	 	 	—  	  	 	 	94.5	  	 	 	—  	  	 	 	—  	  	
Issuance of common stock at Spin-off	 	 	137,016,712	  	 	 	1.4	  	 	 	(1.4	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Issuance of common stock, equity-based compensation plans	 	 	165,894	  	 	 	—  	  	 	 	1.1	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	1.1	  	
Stock-based compensation expense	 	 	—  	  	 	 	—  	  	 	 	3.4	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	3.4	  	
Adjustment from Spin-off	 	 	—  	  	 	 	—  	  	 	 	0.6	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.6	  	
Other comprehensive income (loss)	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	52.3	  	 	 	52.3	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2016	 	 	137,182,606	  	 	$	1.4	  	 	$	(90.8	) 	 	$	17.9	  	 	$	—  	  	 	$	(39.6	) 	 	$	(111.1	) 	

																													
(in millions, except share data)	 	Shares	 	 	Common
Stock	 	 	Additional
Paid-In
Capital	 	 	Retained
Earnings	 	 	Net Parent
Company
Investment	 	 	Accumulated
Other
Comprehensive
(Loss) Income	 	 	Total Equity	 	
Balance at December 31, 2014	 	 	—  	  	 	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	1,272.1	  	 	$	(20.7	) 	 	$	1,251.4	  	
Net earnings	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	50.9	  	 	 	—  	  	 	 	50.9	  	
Other comprehensive income (loss)	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(10.3	) 	 	 	(10.3	) 	
Net increase in net parent company investment	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	30.3	  	 	 	—  	  	 	 	30.3	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2015	 	 	—  	  	 	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	1,353.3	  	 	$	(31.0	) 	 	$	1,322.3	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reconciliations for the changes in accumulated other comprehensive income (loss), net of tax, by component for the three and six months ended June 30, 2016 and 2015 are as follows:

(in millions)	  	Foreign
Currency
Translation	 	 	Gains and Losses
on Cash Flow
Hedges	 	 	Pension &
Postretirement	 	 	Total	 	
Balance at December 31, 2015	  	$	(7.9	) 	 	$	(1.8	) 	 	$	(34.8	) 	 	$	(44.5	) 	
Other comprehensive income (loss) before reclassifications	  	 	17.2	  	 	 	0.3	  	 	 	(9.4	) 	 	 	8.1	  	
Amounts reclassified from accumulated other comprehensive income (loss)	  	 	—  	  	 	 	0.6	  	 	 	0.5	  	 	 	1.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive income (loss)	  	 	17.2	  	 	 	0.9	  	 	 	(8.9	) 	 	 	9.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at March 31, 2016	  	$	9.3	  	 	$	(0.9	) 	 	$	(43.7	) 	 	$	(35.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive (loss) income before reclassifications	  	 	(6.1	) 	 	 	1.1	  	 	 	0.1	  	 	 	(4.9	) 	
Amounts reclassified from accumulated other comprehensive income (loss)	  	 	—  	  	 	 	0.4	  	 	 	0.2	  	 	 	0.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive income (loss)	  	 	(6.1	) 	 	 	1.5	  	 	 	0.3	  	 	 	(4.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2016	  	$	3.2	  	 	$	0.6	  	 	$	(43.4	) 	 	$	(39.6	) 	

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(in millions)	  	Foreign Currency
Translation	 	 	Gains and Losses
on Cash Flow
Hedges	 	 	Pension &
Postretirement	 	 	Total	 	
Balance at December 31, 2014	  	$	17.3	  	 	$	(1.0	) 	 	$	(37.0	) 	 	$	(20.7	) 	
Other comprehensive income (loss) before reclassifications	  	 	(11.1	) 	 	 	(2.4	) 	 	 	1.4	  	 	 	(12.1	) 	
Amounts reclassified from accumulated other comprehensive income (loss)	  	 	—  	  	 	 	0.7	  	 	 	0.3	  	 	 	1.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive income (loss)	  	 	(11.1	) 	 	 	(1.7	) 	 	 	1.7	  	 	 	(11.1	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at March 31, 2015	  	$	6.2	  	 	$	(2.7	) 	 	$	(35.3	) 	 	$	(31.8	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive (loss) income before reclassifications	  	 	1.3	  	 	 	0.1	  	 	 	(1.4	) 	 	 	—  	  	
Amounts reclassified from accumulated other comprehensive income (loss)	  	 	—  	  	 	 	0.6	  	 	 	0.2	  	 	 	0.8	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive income (loss)	  	 	1.3	  	 	 	0.7	  	 	 	(1.2	) 	 	 	0.8	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2015	  	$	7.5	  	 	$	(2.0	) 	 	$	(36.5	) 	 	$	(31.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The following is a reconciliation of the reclassifications out of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2016:

 	  	Three Months Ended
June 30, 2016	 	 	Six Months Ended
June 30, 2016	 	 	 	
(in millions)	  	Amount Reclassified from
Accumulated Other
Comprehensive Income	 	 	Amount Reclassified from
Accumulated Other
Comprehensive Income	 	 	Recognized
Location	
Gains and losses on cash flow hedges	  				 				 		
Foreign exchange contracts	  	$	—  	  	 	$	(0.1	) 	 	Cost of sales	
Commodity contracts	  	 	(0.3	) 	 	 	(1.2	) 	 	Cost of sales	
	  	 	 	 	 	 	 	 	 		
	  	$	(0.3	) 	 	$	(1.3	) 	 	Total before tax	
	  	 	0.1	  	 	 	0.5	  	 	Tax expense	
	  	 	 	 	 	 	 	 	 		
	  	$	(0.2	) 	 	$	(0.8	) 	 	Net of tax	
	  	 	 	 	 	 	 	 	 		
Amortization of pension and postretirement items	  				 				 		
Actuarial losses	  	$	(0.7	) 	 	$	(1.3	)(a) 	 		
	  	 	 	 	 	 	 	 	 		
	  	$	(0.7	) 	 	$	(1.3	) 	 	Total before tax	
	  	 	0.3	  	 	 	0.5	  	 	Tax benefit	
	  	 	 	 	 	 	 	 	 		
	  	$	(0.4	) 	 	$	(0.8	) 	 	Net of tax	
	  	 	 	 	 	 	 	 	 		
Total reclassifications for the period	  	$	(0.6	) 	 	$	(1.6	) 	 	Net of tax	

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The following is a reconciliation of the reclassifications out of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2015:

  	  	Three Months Ended
June 30, 2015	 	 	Six Months Ended
June 30, 2015	 	 	 	
(in millions)	  	Amount Reclassified from
Accumulated Other
Comprehensive Income	 	 	Amount Reclassified from
Accumulated Other
Comprehensive Income	 	 	Recognized
Location	
Gains and losses on cash flow hedges	  				 				 		
Foreign exchange contracts	  	$	(0.4	) 	 	$	(0.9	) 	 	Cost of sales	
Commodity contracts	  	 	(0.6	) 	 	 	(1.2	) 	 	Cost of sales	
	  	 	 	 	 	 	 	 	 		
	  	$	(1.0	) 	 	$	(2.1	) 	 	Total before tax	
	  	 	0.4	  	 	 	0.8	  	 	Tax expense	
	  	 	 	 	 	 	 	 	 		
	  	$	(0.6	) 	 	$	(1.3	) 	 	Net of tax	
	  	 	 	 	 	 	 	 	 		
Amortization of pension and postretirement items	  				 				 		
Actuarial losses	  	$	(0.2	) 	 	$	(0.5	)(a) 	 		
	  	 	 	 	 	 	 	 	 		
	  	$	(0.2	) 	 	$	(0.5	) 	 	Total before tax	
	  	 	—  	  	 	 	—  	  	 	Tax benefit	
	  	 	 	 	 	 	 	 	 		
	  	$	(0.2	) 	 	$	(0.5	) 	 	Net of tax	
	  	 	 	 	 	 	 	 	 		
Total reclassifications for the period, net of tax	  	$	(0.8	) 	 	$	(1.8	) 	 	Net of tax	

(a)    These other comprehensive income (loss) components are included in the net periodic pension cost (see Note 16, “Employee Benefit Plans,” for further details).	
12. Stock-Based Compensation
The Company’s employees have historically participated in MTW’s stock-based compensation plans. Stock-based compensation expense has been allocated to the Company based on the awards and terms previously granted to its employees. Until consummation of the Spin-Off, the Company continued to participate in MTW’s stock-based compensation plans and record stock-based compensation expense based on the stock-based awards granted to the Company’s employees.
The Company adopted the MFS 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”), under which it makes equity-based and cash-based incentive awards to attract, retain, focus and motivate executives and other selected employees, directors, consultants and advisors. The 2016 Plan is intended to accomplish these objectives by offering participants the opportunity to acquire shares of MFS common stock, receive monetary payments based on the value of such common stock or receive other incentive compensation under the 2016 Plan. In addition, the 2016 Plan permits the issuance of awards (“Replacement Awards”) in partial substitution for awards relating to shares of common stock of MTW that were outstanding immediately prior to the Spin-Off.
The Company’s Compensation Committee administers the 2016 Plan (the “Administrator”). The 2016 Plan authorizes the Administrator to interpret the provisions of the 2016 Plan; prescribe, amend and rescind rules and regulations relating to the 2016 Plan; correct any defect, supply any omission, or reconcile any inconsistency in the 2016 Plan, any award or any agreement covering an award; and make all other determinations necessary or advisable for the administration of the 2016 Plan, in each case in its sole discretion.
The 2016 Plan permits the granting of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance units, annual cash incentives, long-term cash incentives, dividend equivalent units and other types of stock-based awards. Under the 2016 Plan 16.2 million shares of MFS common stock have been reserved for issuance, all of which may be issued upon the exercise of incentive stock options. These numbers may be adjusted in the event of certain corporate transactions or other events specified in the 2016 Plan.
 
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Following the Spin-Off in March 2016, MFS granted long-term stock-based incentive awards under the 2016 Plan to its executive officers. The long-term stock-based incentive awards consisted of stock options with 4-year ratable vesting (25% of the aggregate grant value of the long-term incentive award) and performance shares (75% of the aggregate grant value of the long-term incentive award) that will be earned or forfeited based on performance as measured by cumulative fully diluted earnings per share and return on invested capital over a 3-year performance period. The details of these awards to the Company’s named executive officers will be disclosed as required by applicable SEC regulations in the Company’s proxy statement for its annual meeting in 2017.
Total stock-based compensation expense was $1.8 million and $0.6 million for the three months ended June 30, 2016 and 2015, respectively. The three months ended June 30, 2016 also included $0.3 million of additional separation expense recorded as a result of the modification of certain MTW restricted stock unit awards to pay out at target upon consummation of the Spin-Off. Total stock-based compensation expense was $2.6 million and $1.6 million for the six months ended June 30, 2016 and 2015, respectively. The six months ended June 30, 2016 also included $0.8 million of additional separation expense recorded as a result of the modification of certain MTW restricted stock unit awards to pay out at target upon consummation of the Spin-Off.
The Company recognizes stock-based compensation expense over the stock-based awards’ vesting period.
The Company granted options to acquire 0.3 million and 0.1 million shares of common stock to employees during the six months ended June 30, 2016 and 2015, respectively. In addition, the Company issued a total of 0.3 million restricted stock units to employees and directors during the six months ended June 30, 2016, and 0.2 million restricted stock units to employees and directors during the six months ended June 30, 2015. The restricted stock units granted to employees in 2015 and 2016 vest on the third anniversary of the grant date. The restricted stock units granted to directors in 2015 vest on the second anniversary of the grant date.
13. Contingencies and Significant Estimates
As of June 30, 2016, the Company held reserves for environmental matters related to certain locations of approximately $0.3 million. At certain of the Company’s other facilities, it has identified potential contaminants in soil and groundwater. The ultimate cost of any remediation required will depend upon the results of future investigation. Based upon available information, the Company does not expect the ultimate costs at any of these locations will have a material adverse effect on its financial condition, results of operations, or cash flows individually or in the aggregate.
The Company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses. Based on the facts presently known, it does not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations, or cash flows.
As of June 30, 2016, various product-related lawsuits were pending. To the extent permitted under applicable law, all of these are insured with self-insurance retention levels. The Company’s self-insurance retention levels vary by business, and have fluctuated over the last 10 years. The range of the Company’s self-insured retention levels is $0.1 million to $0.3 million per occurrence. As of June 30, 2016, the largest self-insured retention level for new occurrences currently maintained by the Company was $0.3 million per occurrence and applied to product liability claims for the hot category products manufactured in the United States.
Product liability reserves in the consolidated (condensed) balance sheets at June 30, 2016 and December 31, 2015 were $3.1 million and $2.6 million, respectively; $1.2 million and $0.9 million, respectively, was reserved specifically for actual cases, and $1.9 million and $1.7 million, respectively, for claims incurred but not reported, which were estimated using actuarial methods. Based on the Company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.
 
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At June 30, 2016 and December 31, 2015, the Company had reserved $31.1 million and $34.3 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the consolidated (condensed) balance sheets. Certain of these warranty and other related claims involve matters in dispute that ultimately are resolved by negotiations, arbitration, or litigation. See Note 14, “Product Warranties,” for further information.
It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of its historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes.
The Company is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution of all matters is not expected to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
14. Product Warranties
In the normal course of business, the Company provides its customers product warranties covering workmanship, and in some cases materials, on products manufactured by the Company. Such product warranties generally provide that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer-term warranties. If a product fails to comply with the Company’s warranty, the Company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products. The Company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized. These costs primarily include labor and materials, as necessary, associated with repair or replacement. The primary factors that affect its warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.
Below is a table summarizing the product warranties activity for the six months ended June 30, 2016 and for the twelve months ended December 31, 2015:

(in millions)	  	June 30,
2016	 	  	December 31,
2015	 	
Balance at the beginning of the period	  	$	40.0	  	  	$	42.0	  	
Accruals for warranties issued	  	 	12.3	  	  	 	24.2	  	
Settlements made (in cash or in kind)	  	 	(15.5	) 	  	 	(25.2	) 	
Currency translation impact	  	 	(0.2	) 	  	 	(1.0	) 	
	  	 	 	 	  	 	 	 	
Balance at the end of the period	  	$	36.6	  	  	$	40.0	  	
	  	 	 	 	  	 	 	 	
The Company also offers extended warranties, which are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the warranty period. The deferred revenue on warranties included in other current and non-current liabilities at June 30, 2016 and December 31, 2015, was $5.5 million and $5.7 million, respectively. Removing deferred revenue from the ending balances detailed above, the total amount of product warranties at June 30, 2016 and December 31, 2015, was $31.1 million and $34.3 million, respectively.
 
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15. Restructuring
In conjunction with the acquisition of Enodis in October 2008, certain restructuring activities were undertaken to recognize cost synergies and rationalize the new cost structure of the Company. The restructuring reserve balance as of June 30, 2016 and December 31, 2015, includes certain of these costs, including a pension withdrawal liability, which are recorded in accrued expenses and other liabilities and other long-term liabilities in the consolidated (condensed) balance sheets. The Company recorded additional amounts in 2016 primarily related to the pension withdrawal liability. The Company recorded additional amounts in 2015 primarily related to a company-wide reduction in force and the proposed closing of the Cleveland facility.
The following is a rollforward of all restructuring activities for the six months ended June 30, 2016 (in millions):

Restructuring Reserve
Balance as of
December 31, 2015	  	Restructuring
Charges	 	  	Use of Reserve	 	  	Restructuring Reserve
Balance as of
June 30, 2016	 	
$16.8	  	$	1.6	  	  	$	(2.2	) 	  	$	16.2	  	
16. Employee Benefit Plans
The Company maintains several different retirement plans for its operations in the United States, Europe and Asia. This footnote describes those retirement plans that are maintained for the Company’s US-based employees. The current plans are based largely upon benefit plans that MTW maintained prior to the Spin-Off. The Company has established a Retirement Plan Committee to manage the operations and administration of all retirement plans and related trusts.
Defined Benefit Plans
Prior to December 31, 2015, MTW maintained two defined benefit pension plans for its eligible employees and retirees: (1) The Manitowoc Company, Inc. Pension Plan (the “MTW Pension”); and (2) The Manitowoc Company, Inc. Supplemental Executive Retirement Plan (the “MTW SERP”). The MTW Pension Plan and the MTW SERP (together, the “MTW DB Plans”) covered eligible employees of MTW, including MTW’s Cranes business and foodservice business. The MTW Pension Plan is frozen to new participants and future benefit accruals.
Effective January 1, 2016, a portion of each MTW DB Plan was spun off to create separate plans for MTW’s Foodservice business: (1) the Manitowoc Foodservice Pension Plan (the “MFS Pension Plan”); and (2) the Manitowoc Foodservice Supplemental Executive Retirement Plan (the “MFS SERP”). The MFS Pension Plan and the MFS SERP (together, the “MFS DB Plans”) were initially sponsored by Manitowoc FSG U.S. Holding, LLC. MFS assumed sponsorship of the MFS DB Pension Plans on March 4, 2016. MFS no longer participates in the MTW DB Plans. The MFS DB Plans are substantially similar to the former MTW DB Plans.
When comparing the current financial information to financial statements for prior years, it is important to distinguish between: (1) the defined benefit plan that also covered employees of MTW and other MTW subsidiaries (the “Shared Plans”); and (2) the defined benefit plans which are sponsored directly by MFS or its subsidiaries and offered only to MFS employees or retirees (the “Direct Plans”).
MFS accounted for the Shared Plans for the purpose of the consolidated (condensed) financial statements as a multiemployer plan. Accordingly, MFS did not record an asset or liability to recognize the funded status of the Shared Plans. However, the costs associated with these Shared Plans of $0.1 million and $0.8 million for the six months ended June 30, 2016 and 2015, respectively, are reflected on the MFS consolidated (condensed) statement of operations. This expense reflects an approximation of MFS’ portion of the costs of the Shared Plans as well as costs attributable to MTW corporate employees, which have been allocated to the MFS consolidated (condensed) statement of operations based on methodology deemed reasonable by management.
 
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During the six months ended June 30, 2016, MFS assumed certain pension obligations of $55.6 million and related plan assets of $34.1 million, and certain postretirement health obligations of $6.8 million, to newly-created single employer plans for MFS employees and certain other MTW-sponsored pension plans, as described above. This net transfer of approximately $28.3 million was treated as a non-cash transaction between the Company and MTW. The Company also assumed after-tax deferred gains of $6.1 million related to these plans, which were recorded in AOCI.
The Direct Plans are accounted for as defined benefit plans. Accordingly, the funded and unfunded position of each Direct Plan is recorded in MFS consolidated (condensed) balance sheets and the income and expenses recorded in the consolidated (condensed) statements of operations. Actuarial gains and losses that have not yet been recognized through income are recorded in accumulated other comprehensive (loss) income net of taxes until they are amortized as a component of net periodic benefit cost. The determination of benefit obligations and the recognition of expenses related to the Direct Plans are dependent on various assumptions. The major assumptions primarily relate to discount rates, long-term expected rates of return on plan assets, and future compensation increases. Management develops each assumption using relevant company experience in conjunction with market-related data for each individual country in which such plans exist.
The components of periodic benefit costs for the Direct Plans for the three and six months ended June 30, 2016 and 2015 are as follows:

 	  	Three Months Ended
June 30, 2016	 	  	Six Months Ended
June 30, 2016	 	
(in millions)	  	Pension Plans	 	 	Postretirement
Health and
Other Plans	 	  	Pension Plans	 	 	Postretirement
Health and
Other Plans	 	
Service cost—benefits earned during the period	  	$	0.1	  	 	$	—  	  	  	$	0.1	  	 	$	—  	  	
Interest cost of projected benefit obligations	  	 	2.1	  	 	 	0.1	  	  	 	4.3	  	 	 	0.2	  	
Expected return on plan assets	  	 	(1.6	) 	 	 	—  	  	  	 	(3.2	) 	 	 	—  	  	
Amortization of actuarial net loss	  	 	0.7	  	 	 	—  	  	  	 	1.3	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net periodic benefit costs	  	$	1.3	  	 	$	0.1	  	  	$	2.5	  	 	$	0.2	  	

																	
 	  	Three Months Ended
June 30, 2015	 	  	Six Months Ended
June 30, 2015	 	
(in millions)	  	Pension Plans	 	 	Postretirement
Health and
Other Plans	 	  	Pension Plans	 	 	Postretirement
Health and
Other Plans	 	
Service cost—benefits earned during the period	  	$	0.1	  	 	$	—  	  	  	$	0.2	  	 	$	—  	  	
Interest cost of projected benefit obligations	  	 	1.6	  	 	 	0.1	  	  	 	3.2	  	 	 	0.1	  	
Expected return on plan assets	  	 	(1.4	) 	 	 	—  	  	  	 	(2.7	) 	 	 	—  	  	
Amortization of actuarial net loss	  	 	0.3	  	 	 	—  	  	  	 	0.6	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net periodic benefit costs	  	$	0.6	  	 	$	0.1	  	  	$	1.3	  	 	$	0.1	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Defined Contribution Plans
Prior to December 31, 2015, MTW maintained three defined contribution retirement plans for its eligible employees and retirees: (1) The Manitowoc Company, Inc. 401(k) Retirement Plan (the “MTW 401(k) Retirement Plan”); (2) The Manitowoc Company, Inc. Retirement Savings Plan (the “MTW Retirement Savings Plan”); and (3) The Manitowoc Company, Inc. Deferred Compensation Plan (the “MTW Deferred Compensation Plan”). The MTW 401(k) Retirement Plan, the MTW Retirement Savings Plan and the MTW Deferred Compensation Plan (together, the “MTW DC Plans”) covered eligible employees of MTW, including MTW’s Cranes business and Foodservice business.
 
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Effective January 1, 2016, a portion of each MTW DC Plan was spun off to create separate plans for MTW’s Foodservice business: (1) the Manitowoc Foodservice 401(k) Retirement Plan (the “MFS 401(k) Retirement Plan”); (2) the Manitowoc Foodservice Retirement Savings Plan (the “MFS Retirement Savings Plan”); and (3) the Manitowoc Foodservice Deferred Compensation Plan (the “MFS Deferred Compensation Plan”). The MFS 401(k) Retirement Plan, the MFS Retirement Savings Plan and the MFS Deferred Compensation Plan (together, the “MFS DC Plans”) were initially sponsored by Manitowoc FSG U.S. Holding, LLC. MFS assumed sponsorship of the MFS DC Pension Plans on March 4, 2016. MFS no longer participates in the MTW DC Plans. The MFS DC Plans are substantially similar to the former MTW DB Plans.
The MTW DC Plans and the MFS DC Plans result in individual participant balances that reflect a combination of amounts contributed by MTW/MFS or deferred by the participant, amounts invested at the direction of either the company or the participant, and the continuing reinvestment of returns until the accounts are distributed.
17. Business Segments
The Company identifies its segments using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of MFS’ reportable segments. Management organizes the business based on geography, and has designated the regions Americas, EMEA, and APAC as reportable segments.
 
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The accounting policies of the segments are the same as those described in the summary of accounting policies except that certain corporate level expenses were not allocated to the segments for the periods prior to the Spin-Off. These unallocated expenses are corporate overhead, stock-based compensation expense, amortization expense of intangible assets with definite lives, restructuring expense, and other non-operating expenses. MFS evaluates segment performance based upon earnings before interest, taxes, other (income) expense and amortization (Operating EBITA) before the aforementioned expenses. Financial information relating to the Company’s reportable segments for the three and six months ended June 30, 2016 and 2015 is as follows:

 	  	Three months ended June 30,	 	 	Six months ended June 30,	 	
(in millions)	  	    2016    	 	 	    2015    	 	 	    2016    	 	 	    2015    	 	
Net sales:	  				 				 				 				
Americas	  	$	301.2	  	 	$	346.7	  	 	$	564.8	  	 	$	640.4	  	
EMEA	  	 	76.3	  	 	 	75.8	  	 	 	144.9	  	 	 	146.0	  	
APAC	  	 	43.1	  	 	 	45.6	  	 	 	82.0	  	 	 	86.9	  	
Elimination of intersegment sales	  	 	(52.2	) 	 	 	(60.4	) 	 	 	(97.8	) 	 	 	(120.2	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales	  	$	368.4	  	 	$	407.7	  	 	$	693.9	  	 	$	753.1	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest, taxes, other (income) expense and amortization (Operating EBITA):	  				 				 				 				
Net earnings	  	$	15.1	  	 	$	36.9	  	 	$	33.2	  	 	$	50.9	  	
Income taxes	  	 	4.1	  	 	 	17.0	  	 	 	8.7	  	 	 	23.5	  	
Other (income) expense - net	  	 	3.6	  	 	 	(0.2	) 	 	 	6.0	  	 	 	(0.6	) 	
Interest (income) expense on notes with MTW - net	  	 	—  	  	 	 	(4.6	) 	 	 	0.1	  	 	 	(9.3	) 	
Interest expense	  	 	27.0	  	 	 	0.4	  	 	 	35.5	  	 	 	0.7	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from operations	  	 	49.8	  	 	 	49.5	  	 	 	83.5	  	 	 	65.2	  	
Amortization expense	  	 	7.9	  	 	 	7.9	  	 	 	15.7	  	 	 	15.7	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest, taxes, other (income) expense and amortization (Operating EBITA)	  	$	57.7	  	 	$	57.4	  	 	$	99.2	  	 	$	80.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before interest, taxes, other (income) expense and amortization (Operating EBITA) by segment:	  				 				 				 				
Americas	  	$	55.0	  	 	$	51.7	  	 	 	101.7	  	 	 	79.7	  	
EMEA	  	 	10.1	  	 	 	6.8	  	 	 	16.9	  	 	 	10.5	  	
APAC	  	 	4.2	  	 	 	6.2	  	 	 	7.3	  	 	 	10.2	  	
Corporate and unallocated	  	 	(11.6	) 	 	 	(7.3	) 	 	 	(26.7	) 	 	 	(19.5	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total earnings before interest, taxes, other (income) expense and amortization (Operating EBITA)	  	$	57.7	  	 	$	57.4	  	 	$	99.2	  	 	$	80.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating EBITA % by segment (1):	  				 				 				 				
Americas	  	 	18.3	% 	 	 	14.9	% 	 	 	18.0	% 	 	 	12.4	% 	
EMEA	  	 	13.2	% 	 	 	9.0	% 	 	 	11.7	% 	 	 	7.2	% 	
APAC	  	 	9.7	% 	 	 	13.6	% 	 	 	8.9	% 	 	 	11.7	% 	
					
Net sales by geographic area (2):	  				 				 				 				
United States	  	$	244.1	  	 	$	281.2	  	 	$	456.2	  	 	$	516.4	  	
Other Americas	  	 	24.0	  	 	 	26.9	  	 	 	47.0	  	 	 	51.0	  	
EMEA	  	 	63.6	  	 	 	61.5	  	 	 	120.8	  	 	 	114.8	  	
APAC	  	 	36.7	  	 	 	38.1	  	 	 	69.9	  	 	 	70.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales by geographic area:	  	$	368.4	  	 	$	407.7	  	 	$	693.9	  	 	$	753.1	  	

(1)	Operating EBITA % in the section above is calculated by dividing the dollar amount of Operating EBITA by net sales.	
(2)	Net sales in the section above are attributed to geographic regions based on location of customer.	
 
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As of June 30, 2016 and December 31, 2015, total assets by segment were as follows:

(in millions)	  	June 30, 2016	 	  	December 31, 2015	 	
Total assets by segment:	  				  				
Americas	  	$	1,441.9	  	  	$	1,495.2	  	
EMEA	  	 	160.1	  	  	 	148.5	  	
APAC	  	 	138.7	  	  	 	96.5	  	
Corporate	  	 	66.3	  	  	 	13.8	  	
	  	 	 	 	  	 	 	 	
Total	  	$	1,807.0	  	  	$	1,754.0	  	
	  	 	 	 	  	 	 	 	
18. Net Parent Company Investment and Related Party Transactions
Related Party Transactions and Cash Management Prior to the Spin-Off : MFS does not enter into transactions with related parties to purchase and/or sell goods or services in the ordinary course of business. Transactions between MFS and MTW are reflected in Net Parent Company Investment in the consolidated (condensed) balance sheets and in the consolidated (condensed) statements of cash flows as a financing activity in “Net transactions with MTW”. Prior to the Spin-Off, MFS participated in MTW’s centralized cash management program in which cash was swept each day and held in a centralized account at the corporate level.
Net Parent Company Investment and Corporate Cost Allocations Prior to the Spin-Off : Prior to the Spin-Off, MTW performed certain general and corporate functions on MFS’ behalf. The related costs included, but were not limited to, accounting, treasury, tax, legal, human resources, audit, and information technology (“general corporate expenses”). For purposes of preparing the combined financial statements for periods prior to the Spin-Off these costs were allocated on a basis of direct usage, where identifiable, or through the use of allocation methodologies based on percentage of sales, headcount, or other methodologies deemed appropriate by management. These general corporate expenses were included within “Selling, general and administrative” costs and Net Parent Company Investment, accordingly. Management believes the assumptions associated with allocating these costs are reasonable. Nevertheless, the combined financial statements may not include all of the actual expense that would have been incurred and may not represent MFS’ results of operations, financial position, or cash flows had it been a stand-alone company during the periods prior to the Spin-Off. Actual costs that would have been incurred if MFS had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. General corporate expenses allocated to MFS during the three and six months ended June 30, 2016, and 2015 were $0.0 million and $5.2 million and $1.6 million and $13.1 million, respectively.
None of MTW’s debt has been reflected in the consolidated (condensed) balance sheet of MFS as of December 31, 2015, because MFS was not a party to the obligations between MTW and the debt holders. No financing costs or interest expense associated with MTW’s debt has been allocated to the consolidated (condensed) financial statements for periods prior to the Spin-Off.
All significant intercompany transactions between MFS and MTW, have been included within Net Parent Company Investment in the consolidated (condensed) balance sheet related to the period ended December 31, 2015. The total effect of the settlement of these intercompany transactions is reflected as a financing activity in the consolidated (condensed) statements of cash flows. However, the interest income and expense related to the notes with MTW is presented on a net basis in the consolidated (condensed) statements of operations. There was no interest income on the notes with MTW during the three and six months ended June 30, 2016. Interest income on the notes with MTW was $4.6 million and $9.3 million for the three and six months ended June 30, 2015, respectively. Interest expense on the notes with MTW was $0.1 million for the six months ended June 30, 2016. There was no interest expense on the notes with MTW during the six months ended June 30, 2015.
 
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The notes receivable balance from MTW as of the year ended December 31, 2015 was $70.8 million. The notes payable balance to MTW as of the year ended December 31, 2015 was $9.9 million.
Guarantees Prior to the Spin-Off: Certain of MTW’s subsidiaries, which includes selected entities that are part of MFS, entered into guarantee agreements with MTW’s lenders whereby these subsidiaries guaranteed the obligations under, and/or pledged their assets as collateral, with respect to such MTW debt. However, none of these MFS subsidiaries were named as obligors in the debt agreements held in the name of MTW. For that reason, MTW did not historically allocate debt balances and/or charge out third-party debt related expenses to MFS.
Post Spin-Off Activity: In connection with the Spin-Off, the Company entered into a series of agreements with MTW which are intended to govern the relationship between MFS and MTW and to facilitate an orderly separation of MFS from MTW. These agreements include a Master Separation and Distribution Agreement (“Separation Agreement”), Transition Services Agreement (“TSA”), Employee Matters Agreement, Intellectual Property Matters Agreement, and Tax Matters Agreement.
In accordance with the Separation Agreement, at the time of the Spin-Off, MTW contributed its net investment in MFS and certain assets and liabilities in exchange for a $1,362.0 million cash distribution which was funded through the long-term debt incurred by MFS. In addition, separation related adjustments are included in additional paid-in capital (deficit) on the consolidated (condensed) balance sheet consisting of net liabilities assumed by MFS related to the pension plans of $21.5 million, post-retirement medical obligations of $6.8 million, income taxes payable of $0.6 million and $47.4 million of other comprehensive income related to pension and currency translation, net of tax.
The Separation Agreement included provisions on the allocation of assets and liabilities between legal entities that were being split into a separate MTW and MFS legal entity as part of the Spin-Off. The Separation Agreement also included provisions on the split of joint administrative costs that were incurred post Spin-Off.
Under the TSA, MFS and MTW will provide each other certain specified services on a transitional basis, including, among others, payroll and other human resource services, information systems, insurance, legal, finance and other corporate services, as well as procurement and sourcing support. The charges for the transition services are generally intended to allow the providing company to fully recover the allocated direct costs of providing the services, plus all out-of-pocket costs and expenses, generally without profit except where required by local law. MFS anticipates that it will generally be in a position to complete the transition of most services on or before 24 months following the date of the Spin-Off. The expenses related to the TSA through June 30, 2016 were immaterial.
19. Earnings Per Share
On March 4, 2016, MTW distributed 137.0 million shares of MFS common stock to MTW shareholders, thereby completing the Spin-Off. Basic and diluted earnings per common share and the average number of common shares outstanding were retrospectively restated for the number of MFS shares outstanding immediately following this transaction. The same number of shares were used to calculate basic and diluted earnings per share, for the prior periods presented, since no equity awards were outstanding prior to the Spin-Off.
 
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The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share.

 	  	Three Months Ended
June 30,	 	  	Six Months Ended
June 30,	 	
 	  	2016	 	  	2015	 	  	2016	 	  	2015	 	
Basic weighted average common shares outstanding	  	 	137,131,572	  	  	 	137,016,712	  	  	 	137,105,290	  	  	 	137,016,712	  	
Effect of dilutive securities	  	 	1,242,807	  	  	 	—  	  	  	 	1,250,923	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Diluted weighted average common shares outstanding	  	 	138,374,379	  	  	 	137,016,712	  	  	 	138,356,213	  	  	 	137,016,712	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
For the three and six months ended June 30, 2016, 3.5 million of common shares issuable upon the exercise of stock options were anti-dilutive and were excluded from the calculation of diluted shares.
On March 3, 2016, prior to the completion of the Spin-Off, MFS paid a one-time cash dividend to MTW of approximately $1.362 billion. MFS did not declare or pay any other dividends to its stockholders during the three or six months ended June 30, 2016 or June 30, 2015, respectively.
20. Subsidiary Guarantors of Senior Notes due 2024
The following tables present consolidated (condensed) financial information for (a) MFS; (b) the guarantors of the Senior Notes due 2024 which include substantially all of the domestic, 100% owned subsidiaries of the MFS (Subsidiary Guarantors); and (c) the wholly and partially owned foreign subsidiaries of MFS, which do not guarantee the Senior Notes due 2024 (Non-Guarantor Subsidiaries). The information includes elimination entries necessary to consolidate the guarantor and the non-guarantor subsidiaries. Investments in subsidiaries are accounted for using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, equity and intercompany balances and transactions. Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, except for normal and customary release provisions.
 
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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2016
(In millions)

Millions of dollars	 	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	 	$	—  	  	 	$	275.9	  	 	$	190.3	  	 	$	(97.8	) 	 	$	368.4	  	
Cost of sales	 	 	0.9	  	 	 	192.5	  	 	 	138.1	  	 	 	(97.8	) 	 	 	233.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	(0.9	) 	 	 	83.4	  	 	 	52.2	  	 	 	—  	  	 	 	134.7	  	
Selling, general and administrative expenses	 	 	8.3	  	 	 	40.1	  	 	 	27.0	  	 	 	—  	  	 	 	75.4	  	
Amortization expense	 	 	—  	  	 	 	7.2	  	 	 	0.7	  	 	 	—  	  	 	 	7.9	  	
Separation expense	 	 	1.3	  	 	 	(0.1	) 	 	 	0.1	  	 	 	—  	  	 	 	1.3	  	
Restructuring expense	 	 	—  	  	 	 	(0.3	) 	 	 	0.6	  	 	 	—  	  	 	 	0.3	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from operations	 	 	(10.5	) 	 	 	36.5	  	 	 	23.8	  	 	 	—  	  	 	 	49.8	  	
Interest expense	 	 	26.2	  	 	 	0.1	  	 	 	0.7	  	 	 	—  	  	 	 	27.0	  	
Other (income) expense — net	 	 	1.1	  	 	 	0.5	  	 	 	2.0	  	 	 	—  	  	 	 	3.6	  	
Equity in earnings (loss) of subsidiaries	 	 	37.4	  	 	 	17.5	  	 	 	—  	  	 	 	(54.9	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	 	(0.4	) 	 	 	53.4	  	 	 	21.1	  	 	 	(54.9	) 	 	 	19.2	  	
Income taxes	 	 	(15.5	) 	 	 	16.0	  	 	 	3.6	  	 	 	—  	  	 	 	4.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	$	15.1	  	 	$	37.4	  	 	$	17.5	  	 	$	(54.9	) 	 	$	15.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	 	 	(4.3	) 	 	 	(4.2	) 	 	 	(4.9	) 	 	 	9.1	  	 	 	(4.3	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	$	10.8	  	 	$	33.2	  	 	$	12.6	  	 	$	(45.8	) 	 	$	10.8	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2015
(In millions)

Millions of dollars	 	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	 	$	—  	  	 	$	286.8	  	 	$	210.7	  	 	$	(89.8	) 	 	$	407.7	  	
Cost of sales	 	 	—  	  	 	 	210.7	  	 	 	159.9	  	 	 	(89.8	) 	 	 	280.8	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	—  	  	 	 	76.1	  	 	 	50.8	  	 	 	—  	  	 	 	126.9	  	
Selling, general and administrative expenses	 	 	6.7	  	 	 	33.2	  	 	 	29.3	  	 	 	—  	  	 	 	69.2	  	
Amortization expense	 	 	—  	  	 	 	7.2	  	 	 	0.7	  	 	 	—  	  	 	 	7.9	  	
Separation expense	 	 	0.1	  	 	 	0.4	  	 	 	—  	  	 	 	—  	  	 	 	0.5	  	
Restructuring expense	 	 	—  	  	 	 	0.1	  	 	 	(0.3	) 	 	 	—  	  	 	 	(0.2	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) from operations	 	 	(6.8	) 	 	 	35.2	  	 	 	21.1	  	 	 	—  	  	 	 	49.5	  	
Interest expense	 	 	—  	  	 	 	0.3	  	 	 	0.1	  	 	 	—  	  	 	 	0.4	  	
Interest (income) expense on notes with MTW — net	 	 	—  	  	 	 	(4.3	) 	 	 	(0.3	) 	 	 	—  	  	 	 	(4.6	) 	
Other (income) expense — net	 	 	—  	  	 	 	(0.4	) 	 	 	0.2	  	 	 	—  	  	 	 	(0.2	) 	
Equity in earnings (loss) of subsidiaries	 	 	41.3	  	 	 	16.5	  	 	 	—  	  	 	 	(57.8	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) before income taxes	 	 	34.5	  	 	 	56.1	  	 	 	21.1	  	 	 	(57.8	) 	 	 	53.9	  	
Income taxes	 	 	(2.4	) 	 	 	14.8	  	 	 	4.6	  	 	 	—  	  	 	 	17.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss)	 	$	36.9	  	 	$	41.3	  	 	$	16.5	  	 	$	(57.8	) 	 	$	36.9	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	 	 	0.8	  	 	 	1.4	  	 	 	1.6	  	 	 	(3.0	) 	 	 	0.8	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	$	37.7	  	 	$	42.7	  	 	$	18.1	  	 	$	(60.8	) 	 	$	37.7	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2016
(In millions)

Millions of dollars	 	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	 	$	—  	  	 	$	519.0	  	 	$	354.4	  	 	$	(179.5	) 	 	$	693.9	  	
Cost of sales	 	 	1.2	  	 	 	362.3	  	 	 	257.6	  	 	 	(179.5	) 	 	 	441.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	(1.2	) 	 	 	156.7	  	 	 	96.8	  	 	 	—  	  	 	 	252.3	  	
Selling, general and administrative expenses	 	 	18.3	  	 	 	74.8	  	 	 	54.1	  	 	 	—  	  	 	 	147.2	  	
Amortization expense	 	 	—  	  	 	 	14.3	  	 	 	1.4	  	 	 	—  	  	 	 	15.7	  	
Separation expense	 	 	4.3	  	 	 	(0.1	) 	 	 	0.1	  	 	 	—  	  	 	 	4.3	  	
Restructuring expense	 	 	—  	  	 	 	0.8	  	 	 	0.8	  	 	 	—  	  	 	 	1.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from operations	 	 	(23.8	) 	 	 	66.9	  	 	 	40.4	  	 	 	—  	  	 	 	83.5	  	
Interest expense	 	 	34.0	  	 	 	0.8	  	 	 	0.7	  	 	 	—  	  	 	 	35.5	  	
Interest (income) expense on notes with MTW — net	 	 	—  	  	 	 	—  	  	 	 	0.1	  	 	 	—  	  	 	 	0.1	  	
Other (income) expense — net	 	 	11.0	  	 	 	45.5	  	 	 	(50.5	) 	 	 	—  	  	 	 	6.0	  	
Equity in earnings (loss) of subsidiaries	 	 	73.9	  	 	 	64.2	  	 	 	—  	  	 	 	(138.1	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before income taxes	 	 	5.1	  	 	 	84.8	  	 	 	90.1	  	 	 	(138.1	) 	 	 	41.9	  	
Income taxes	 	 	(28.1	) 	 	 	10.9	  	 	 	25.9	  	 	 	—  	  	 	 	8.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	$	33.2	  	 	$	73.9	  	 	$	64.2	  	 	$	(138.1	) 	 	$	33.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	 	 	4.9	  	 	 	15.6	  	 	 	20.9	  	 	 	(36.5	) 	 	 	4.9	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	$	38.1	  	 	$	89.5	  	 	$	85.1	  	 	$	(174.6	) 	 	$	38.1	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2015
(In millions)

Millions of dollars	 	Parent	 	 	Guarantor
Subsidiaries	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Net sales	 	$	—  	  	 	$	534.6	  	 	$	398.0	  	 	$	(179.5	) 	 	$	753.1	  	
Cost of sales	 	 	—  	  	 	 	395.5	  	 	 	303.6	  	 	 	(179.5	) 	 	 	519.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	—  	  	 	 	139.1	  	 	 	94.4	  	 	 	—  	  	 	 	233.5	  	
Selling, general and administrative expenses	 	 	16.6	  	 	 	73.4	  	 	 	61.6	  	 	 	—  	  	 	 	151.6	  	
Amortization expense	 	 	—  	  	 	 	14.3	  	 	 	1.4	  	 	 	—  	  	 	 	15.7	  	
Separation expense	 	 	0.1	  	 	 	0.4	  	 	 	—  	  	 	 	—  	  	 	 	0.5	  	
Restructuring expense	 	 	—  	  	 	 	0.8	  	 	 	(0.3	) 	 	 	—  	  	 	 	0.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) from operations	 	 	(16.7	) 	 	 	50.2	  	 	 	31.7	  	 	 	—  	  	 	 	65.2	  	
Interest expense	 	 	—  	  	 	 	0.6	  	 	 	0.1	  	 	 	—  	  	 	 	0.7	  	
Interest (income) expense on notes with MTW - net	 	 	—  	  	 	 	(8.5	) 	 	 	(0.8	) 	 	 	—  	  	 	 	(9.3	) 	
Other (income) expense - net	 	 	—  	  	 	 	(1.8	) 	 	 	1.2	  	 	 	—  	  	 	 	(0.6	) 	
Equity in earnings (loss) of subsidiaries	 	 	61.7	  	 	 	24.8	  	 	 	—  	  	 	 	(86.5	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) before income taxes	 	 	45.0	  	 	 	84.7	  	 	 	31.2	  	 	 	(86.5	) 	 	 	74.4	  	
Income taxes	 	 	(5.9	) 	 	 	23.0	  	 	 	6.4	  	 	 	—  	  	 	 	23.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss)	 	$	50.9	  	 	$	61.7	  	 	$	24.8	  	 	$	(86.5	) 	 	$	50.9	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax	 	 	(10.3	) 	 	 	(11.4	) 	 	 	(10.6	) 	 	 	22.0	  	 	 	(10.3	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	$	40.6	  	 	$	50.3	  	 	$	14.2	  	 	$	(64.5	) 	 	$	40.6	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Balance Sheet
As of June 30, 2016

Millions of dollars	  	Parent	 	 	Guarantor
Subsidiaries	 	  	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Assets	  				 				  				 				 				
Current Assets:	  				 				  				 				 				
Cash and cash equivalents	  	$	10.4	  	 	$	0.8	  	  	$	29.5	  	 	$	—  	  	 	$	40.7	  	
Restricted cash	  	 	—  	  	 	 	—  	  	  	 	0.4	  	 	 	—  	  	 	 	0.4	  	
Accounts receivable — net	  	 	0.1	  	 	 	—  	  	  	 	103.0	  	 	 	(2.4	) 	 	 	100.7	  	
Inventories — net	  	 	—  	  	 	 	79.5	  	  	 	84.1	  	 	 	—  	  	 	 	163.6	  	
Prepaids and other current assets	  	 	—  	  	 	 	1.7	  	  	 	11.8	  	 	 	(2.8	) 	 	 	10.7	  	
Current assets held for sale	  	 	—  	  	 	 	3.6	  	  	 	2.6	  	 	 	—  	  	 	 	6.2	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	  	 	10.5	  	 	 	85.6	  	  	 	231.4	  	 	 	(5.2	) 	 	 	322.3	  	
Property, plant and equipment — net	  	 	1.3	  	 	 	69.1	  	  	 	41.0	  	 	 	—  	  	 	 	111.4	  	
Goodwill	  	 	—  	  	 	 	832.4	  	  	 	13.5	  	 	 	—  	  	 	 	845.9	  	
Other intangible assets — net	  	 	—  	  	 	 	437.7	  	  	 	65.6	  	 	 	—  	  	 	 	503.3	  	
Intercompany long-term note receivable	  	 	—  	  	 	 	20.0	  	  	 	—  	  	 	 	(20.0	) 	 	 	—  	  	
Due from affiliates	  	 	—  	  	 	 	2,851.5	  	  	 	—  	  	 	 	(2,851.5	) 	 	 	—  	  	
Investment in subsidiaries	  	 	3,734.8	  	 	 	—  	  	  	 	—  	  	 	 	(3,734.8	) 	 	 	—  	  	
Other non-current assets	  	 	5.6	  	 	 	3.8	  	  	 	65.8	  	 	 	(51.1	) 	 	 	24.1	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total assets	  	$	3,752.2	  	 	$	4,300.1	  	  	$	417.3	  	 	$	(6,662.6	) 	 	$	1,807.0	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Equity:	  				 				  				 				 				
Current Liabilities:	  				 				  				 				 				
Accounts payable	  	$	6.9	  	 	$	69.0	  	  	$	50.9	  	 	$	(2.4	) 	 	$	124.4	  	
Accrued expenses and other liabilities	  	 	8.7	  	 	 	82.9	  	  	 	57.5	  	 	 	(2.8	) 	 	 	146.3	  	
Short-term borrowings	  	 	—  	  	 	 	—  	  	  	 	0.1	  	 	 	—  	  	 	 	0.1	  	
Current portion of long-term debt and capital leases	  	 	—  	  	 	 	0.5	  	  	 	0.8	  	 	 	—  	  	 	 	1.3	  	
Product warranties	  	 	—  	  	 	 	21.3	  	  	 	9.8	  	 	 	—  	  	 	 	31.1	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	  	 	15.6	  	 	 	173.7	  	  	 	119.1	  	 	 	(5.2	) 	 	 	303.2	  	
Long-term debt and capital leases	  	 	1,367.9	  	 	 	2.0	  	  	 	—  	  	 	 	—  	  	 	 	1369.9	  	
Deferred income taxes	  	 	135.6	  	 	 	—  	  	  	 	62.0	  	 	 	(44.8	) 	 	 	152.8	  	
Pension and postretirement health obligations	  	 	60.1	  	 	 	5.0	  	  	 	—  	  	 	 	(6.3	) 	 	 	58.8	  	
Intercompany long-term note payable	  	 	15.7	  	 	 	—  	  	  	 	4.3	  	 	 	(20.0	) 	 	 	—  	  	
Due to affiliates	  	 	2,259.9	  	 	 	—  	  	  	 	591.6	  	 	 	(2,851.5	) 	 	 	—  	  	
Investment in subsidiaries	  	 	—  	  	 	 	361.4	  	  	 	—  	  	 	 	(361.4	) 	 	 	—  	  	
Other long-term liabilities	  	 	8.5	  	 	 	23.2	  	  	 	1.7	  	 	 	—  	  	 	 	33.4	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total non-current liabilities	  	 	3,847.7	  	 	 	391.6	  	  	 	659.6	  	 	 	(3,284.0	) 	 	 	1,614.9	  	
Total Equity:	  				 				  				 				 				
Total equity	  	 	(111.1	) 	 	 	3,734.8	  	  	 	(361.4	) 	 	 	(3,373.4	) 	 	 	(111.1	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	3,752.2	  	 	$	4,300.1	  	  	$	417.3	  	 	$	(6,662.6	) 	 	$	1,807.0	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Balance Sheet
As of December 31, 2015
(In millions)

 	  	Parent	 	  	Guarantor
Subsidiaries	 	  	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Assets	  				  				  				 				 				
Current Assets:	  				  				  				 				 				
Cash and cash equivalents	  	$	—  	  	  	$	3.5	  	  	$	28.5	  	 	$	—  	  	 	$	32.0	  	
Restricted cash	  	 	—  	  	  	 	—  	  	  	 	0.6	  	 	 	—  	  	 	 	0.6	  	
Accounts receivable — net	  	 	—  	  	  	 	—  	  	  	 	73.4	  	 	 	(9.6	) 	 	 	63.8	  	
Intercompany interest receivable	  	 	—  	  	  	 	—  	  	  	 	4.2	  	 	 	(4.2	) 	 	 	—  	  	
Intercompany short-term note receivable	  	 	—  	  	  	 	—  	  	  	 	31.0	  	 	 	(31.0	) 	 	 	—  	  	
Inventories — net	  	 	—  	  	  	 	80.2	  	  	 	65.7	  	 	 	—  	  	 	 	145.9	  	
Prepaids and other current assets	  	 	1.2	  	  	 	2.3	  	  	 	9.0	  	 	 	(2.2	) 	 	 	10.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	  	 	1.2	  	  	 	86.0	  	  	 	212.4	  	 	 	(47.0	) 	 	 	252.6	  	
Property, plant and equipment — net	  	 	0.9	  	  	 	71.2	  	  	 	44.3	  	 	 	—  	  	 	 	116.4	  	
Goodwill	  	 	—  	  	  	 	832.4	  	  	 	13.4	  	 	 	—  	  	 	 	845.8	  	
Other intangible assets — net	  	 	—  	  	  	 	452.1	  	  	 	67.5	  	 	 	—  	  	 	 	519.6	  	
Intercompany long-term note receivable	  	 	—  	  	  	 	—  	  	  	 	42.4	  	 	 	(42.4	) 	 	 	—  	  	
Due from affiliates	  	 	—  	  	  	 	3,074.9	  	  	 	—  	  	 	 	(3,074.9	) 	 	 	—  	  	
Investment in subsidiaries	  	 	3,579.8	  	  	 	—  	  	  	 	—  	  	 	 	(3,579.8	) 	 	 	—  	  	
Other non-current assets	  	 	—  	  	  	 	3.1	  	  	 	71.8	  	 	 	(59.0	) 	 	 	15.9	  	
Long-term assets held for sale	  	 	—  	  	  	 	3.7	  	  	 	—  	  	 	 	—  	  	 	 	3.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total assets	  	$	3,581.9	  	  	$	4,523.4	  	  	$	451.8	  	 	$	(6,803.1	) 	 	$	1,754.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Shareholders’ Equity:	  				  				  				 				 				
Current Liabilities:	  				  				  				 				 				
Accounts payable	  	$	0.1	  	  	$	81.8	  	  	$	56.7	  	 	$	(9.6	) 	 	$	129.0	  	
Accrued expenses and other liabilities	  	 	—  	  	  	 	100.1	  	  	 	59.7	  	 	 	(2.2	) 	 	 	157.6	  	
Current portion of capital leases	  	 	—  	  	  	 	0.4	  	  	 	—  	  	 	 	—  	  	 	 	0.4	  	
Intercompany interest payable	  	 	—  	  	  	 	4.2	  	  	 	—  	  	 	 	(4.2	) 	 	 	—  	  	
Intercompany short-term note payable	  	 	—  	  	  	 	31.0	  	  	 	—  	  	 	 	(31.0	) 	 	 	—  	  	
Product warranties	  	 	—  	  	  	 	23.8	  	  	 	10.5	  	 	 	—  	  	 	 	34.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	  	 	0.1	  	  	 	241.3	  	  	 	126.9	  	 	 	(47.0	) 	 	 	321.3	  	
Long-term capital leases	  	 	—  	  	  	 	2.3	  	  	 	—  	  	 	 	—  	  	 	 	2.3	  	
Deferred income taxes	  	 	155.4	  	  	 	—  	  	  	 	63.5	  	 	 	(51.0	) 	 	 	167.9	  	
Pension and postretirement health obligations	  	 	35.0	  	  	 	6.3	  	  	 	—  	  	 	 	(8.0	) 	 	 	33.3	  	
Intercompany long-term note payable	  	 	—  	  	  	 	42.4	  	  	 	—  	  	 	 	(42.4	) 	 	 	—  	  	
Due to affiliates	  	 	2,176.9	  	  	 	—  	  	  	 	898.0	  	 	 	(3,074.9	) 	 	 	—  	  	
Investment in subsidiaries	  	 	—  	  	  	 	638.6	  	  	 	—  	  	 	 	(638.6	) 	 	 	—  	  	
Other long-term liabilities	  	 	5.8	  	  	 	12.7	  	  	 	2.0	  	 	 	—  	  	 	 	20.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total non-current liabilities	  	 	2,373.1	  	  	 	702.3	  	  	 	963.5	  	 	 	(3,814.9	) 	 	 	224.0	  	
Total Equity:	  				  				  				 				 				
Total equity	  	 	1,208.7	  	  	 	3,579.8	  	  	 	(638.6	) 	 	 	(2,941.2	) 	 	 	1,208.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and equity	  	$	3,581.9	  	  	$	4,523.4	  	  	$	451.8	  	 	$	(6,803.1	) 	 	$	1,754.0	  	

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Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2016
(In millions)

Millions of dollars	  	Parent	 	 	Subsidiary
Guarantors	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Cash Flows from Operating Activities	  				 				 				 				 				
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) operating activities	  	$	(16.4	) 	 	$	93.0	  	 	$	(74.4	) 	 	 	—  	  	 	$	2.2	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows from Investing Activities	  				 				 				 				 				
Capital expenditures	  	 	(0.6	) 	 	 	(2.3	) 	 	 	(3.3	) 	 	 	—  	  	 	 	(6.2	) 	
Changes in restricted cash	  	 	—  	  	 	 	—  	  	 	 	0.2	  	 	 	—  	  	 	 	0.2	  	
Intercompany investment	  	 	—  	  	 	 	(51.0	) 	 	 	—  	  	 	 	51.0	  	 	 	—  	  	
Proceeds from intercompany note	  	 	—  	  	 	 	—  	  	 	 	42.4	  	 	 	(42.4	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) investing activities	  	 	(0.6	) 	 	 	(53.3	) 	 	 	39.3	  	 	 	8.6	  	 	 	(6.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows from Financing Activities	  				 				 				 				 				
Proceeds from long-term debt and capital leases	  	 	1,448.9	  	 	 	—  	  	 	 	8.1	  	 	 	—  	  	 	 	1,457.0	  	
Repayments on long-term debt and capital leases	  	 	(42.3	) 	 	 	—  	  	 	 	(7.3	) 	 	 	—  	  	 	 	(49.6	) 	
Debt issuance costs	  	 	(40.9	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(40.9	) 	
Changes in short-term borrowings	  	 	—  	  	 	 	—  	  	 	 	0.1	  	 	 	—  	  	 	 	0.1	  	
Dividend paid to MTW	  	 	(1,362.0	) 	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(1,362.0	) 	
Net transactions with MTW	  	 	7.6	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	7.6	  	
Exercises of stock options	  	 	0.4	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.4	  	
Intercompany financing	  	 	15.7	  	 	 	—  	  	 	 	35.3	  	 	 	(51.0	) 	 	 	—  	  	
Repayments on intercompany note	  	 	—  	  	 	 	(42.4	) 	 	 	—  	  	 	 	42.4	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) financing activities	  	 	27.4	  	 	 	(42.4	) 	 	 	36.2	  	 	 	(8.6	) 	 	 	12.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	—  	  	 	 	—  	  	 	 	(0.1	) 	 	 	—  	  	 	 	(0.1	) 	
Net increase (decrease) in cash and cash equivalents	  	 	10.4	  	 	 	(2.7	) 	 	 	1.0	  	 	 	—  	  	 	 	8.7	  	
Balance at beginning of period	  	 	—  	  	 	 	3.5	  	 	 	28.5	  	 	 	—  	  	 	 	32.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of period	  	$	10.4	  	 	$	0.8	  	 	$	29.5	  	 	$	—  	  	 	$	40.7	  	

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Table of Contents
Manitowoc Foodservice, Inc.
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2015
(In millions)

Millions of dollars	  	Parent	 	 	Subsidiary
Guarantors	 	 	Non-
Guarantor
Subsidiaries	 	 	Eliminations	 	 	Consolidated	 	
Cash Flows from Operating Activities	  				 				 				 				 				
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) operating activities	  	$	(14.1	) 	 	$	4.9	  	 	$	(1.1	) 	 	$	—  	  	 	$	(10.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows from Investing Activities	  				 				 				 				 				
Capital expenditures	  	 	—  	  	 	 	(3.6	) 	 	 	(3.1	) 	 	 	—  	  	 	 	(6.7	) 	
Changes in restricted cash	  	 	—  	  	 	 	—  	  	 	 	(0.3	) 	 	 	—  	  	 	 	(0.3	) 	
Intercompany investment	  	 	(2.2	) 	 	 	(3.7	) 	 	 	—  	  	 	 	5.9	  	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) investing activities	  	 	(2.2	) 	 	 	(7.3	) 	 	 	(3.4	) 	 	 	5.9	  	 	 	(7.0	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash Flows from Financing Activities	  				 				 				 				 				
Proceeds from long-term debt and capital leases	  	 	—  	  	 	 	0.4	  	 	 	—  	  	 	 	—  	  	 	 	0.4	  	
Repayments on long-term debt and capital leases	  	 	—  	  	 	 	(0.2	) 	 	 	—  	  	 	 	—  	  	 	 	(0.2	) 	
Net transactions with MTW	  	 	16.3	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	16.3	  	
Intercompany financing	  	 	—  	  	 	 	1.2	  	 	 	4.7	  	 	 	(5.9	) 	 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used for) financing activities	  	 	16.3	  	 	 	1.4	  	 	 	4.7	  	 	 	(5.9	) 	 	 	16.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash	  	 	—  	  	 	 	—  	  	 	 	(0.9	) 	 	 	—  	  	 	 	(0.9	) 	
Net decrease in cash and cash equivalents	  	 	—  	  	 	 	(1.0	) 	 	 	(0.7	) 	 	 	—  	  	 	 	(1.7	) 	
Balance at beginning of period	  	 	—  	  	 	 	2.7	  	 	 	13.8	  	 	 	—  	  	 	 	16.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at end of period	  	$	—  	  	 	$	1.7	  	 	$	13.1	  	 	$	—  	  	 	$	14.8	  	

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Manitowoc Foodservice, Inc.
Exchange Offer for
$425,000,000 9.500% Senior Notes due 2024

PROSPECTUS

            , 2016

 

Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20.	Indemnification of Directors And Officers.	
Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation, a “derivative action”), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement or otherwise.
Our Certificate of Incorporation provides that no director shall be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following: (i) any breach of the director’s duty of loyalty to us or our stockholders; (ii) any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law; (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and (iv) any transaction from which the director derived an improper personal benefit.
Our Bylaws provide that, to the fullest extent authorized or permitted by the DGCL, as now in effect or as amended, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was our director or officer, or by reason of the fact that our director or officer is or was serving, at our request, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by us. We will indemnify such persons against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action if such person acted in good faith and in a manner reasonably believed to be in our best interests and, with respect to any criminal proceeding, had no reason to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and court approval is required before there can be any indemnification where the person seeking indemnification has been found liable to us. Any amendment of this provision will not reduce our indemnification obligations relating to actions taken before an amendment.
We have in place policies that insure our directors and officers and our subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.
 
Item 21.	Exhibits and Financial Statement Schedules.	
(a) The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index, which is incorporated herein by reference.
 
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(b) All of the financial statement schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the applicable instructions or are not applicable and therefore have been omitted.
 
Item 22.	Undertakings.	
(a) Each of the undersigned registrants hereby undertakes:
 
 	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:	
 
 	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;	
 
 	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;	
 
 	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.	
 
 	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
 	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.	
 
 	(3)	That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.	
 
 	(5)	That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:	
 
 	(i)	Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;	
 
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 	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;	
 
 	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and	
 
 	(iv)	Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.	
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(d) Each of the undersigned registrants hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17 2016.

MANITOWOC FOODSERVICE, INC.	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President and Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director and President
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Senior Vice President and Chief Financial Officer
(Principal Financial Officer)	
			
/s/ Haresh Shah
Haresh Shah	 		 	Vice President Corporate Controller
and Chief Accounting Officer
(Principal Accounting Officer)	
			
*
Cynthia M. Egnotovich	 		 	Director, Chairperson of the Board	
			
*
Dino Bianco	 		 	Director	
			
*
Joan K. Chow	 		 	Director	
			
*
Thomas D. Davis	 		 	Director	
			
*
Timothy J. Fenton	 		 	Director	
			
*
Andrew Langham	 		 	Director	

* By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	Attorney-in-fact	
 
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Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

APPLIANCE SCIENTIFIC, INC.
BERISFORD PROPERTY DEVELOPMENT (USA) LTD.
CHARLES NEEDHAM INDUSTRIES INC.
THE DELFIELD COMPANY LLC
ENODIS CORPORATION
ENODIS GROUP HOLDINGS US, INC.
ENODIS HOLDINGS, INC.
ENODIS TECHNOLOGY CENTER, INC.
FRYMASTER L.L.C.
GARLAND COMMERCIAL INDUSTRIES LLC
KYSOR HOLDINGS, INC.
KYSOR INDUSTRIAL CORPORATION
KYSOR INDUSTRIAL CORPORATION
LANDIS HOLDINGS LLC
WELBILT CORPORATION
WELBILT HOLDING COMPANY
WESTRAN CORPORATION	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director and President
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Director and Vice President
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones
Maurice D. Jones	 		 	Director	
 
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Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

CLEVELAND RANGE, LLC	
		
By:	 	Enodis Group Holdings US, Inc., as its sole member	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director and President of Enodis Group Holdings US, Inc., the sole member of the registrant
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Director and Vice President of Enodis Group Holdings US, Inc., the sole member of the registrant
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones
Maurice D. Jones	 		 	Director of Enodis Group Holdings US, Inc., the sole member of the registrant	
 
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Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

KYSOR BUSINESS TRUST	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Managing Trustee and President
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Managing Trustee and Vice President
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones
Maurice D. Jones	 		 	Managing Trustee	
 
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Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

KYSOR NEVADA HOLDING CORP.
MANITOWOC FOODSERVICE HOLDING, INC.	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director and President
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Director, Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones
Maurice D. Jones	 		 	Director	
 
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Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

MANITOWOC EQUIPMENT WORKS, INC.
MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director, Chairman of the Board and President
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Director and Vice President
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones
Maurice D. Jones	 		 	Director	
 
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Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

MANITOWOC FOODSERVICE COMPANIES, LLC
MANITOWOC FSG OPERATIONS, LLC	
		
By:	 	Manitowoc FSG U.S. Holding, LLC, as its sole member	
		
By:	 	Manitowoc Foodservice, Inc., as its sole member	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President and Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director, President and Chief Executive Officer of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Senior Vice President and Chief Financial Officer of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants
(Principal Financial Officer)	
			
/s/ Haresh Shah
Haresh Shah	 		 	Vice President Corporate Controller and Chief Accounting Officer of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants
(Principal Accounting Officer)	
			
*
Cynthia M. Egnotovich	 		 	Director and Chairperson of the Board of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants	
			
*
Dino Bianco	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants	
			
*
Joan K. Chow	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants	
			
*
Thomas D. Davis	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants	
			
*
Timothy J. Fenton	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants	
 
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SIGNATURE	 	 	 	TITLE	
			
*
Andrew Langham	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the registrants	

* By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	Attorney-in-fact	
 
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Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

MANITOWOC FSG U.S. HOLDING, LLC	
		
By:	 	Manitowoc Foodservice, Inc., as its sole member	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President and Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director, President and Chief Executive Officer of Manitowoc Foodservice, Inc., the sole member of the registrant
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Senior Vice President and Chief Financial Officer of Manitowoc Foodservice, Inc., the sole member of the registrant
(Principal Financial Officer)	
			
/s/ Haresh Shah
Haresh Shah	 		 	Vice President Corporate Controller and Chief Accounting Officer of Manitowoc Foodservice, Inc., the sole member of the registrant
(Principal Accounting Officer)	
			
*
Cynthia M. Egnotovich	 		 	Director and Chairperson of the Board of Manitowoc Foodservice, Inc., the sole member of the registrant	
			
*
Dino Bianco	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the registrant	
			
*
Joan K. Chow	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the registrant	
			
*
Thomas D. Davis	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the registrant	
			
*
Timothy J. Fenton	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the registrant	
			
*
Andrew Langham	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the registrant	

* By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	Attorney-in-fact	
 
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Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

MANITOWOC FP, INC.	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser	 		 	President
(Principal Executive Officer)	
Hubertus M. Muehlhaeuser	 		 		
			
/s/ John O. Stewart
John O. Stewart	 		 	Director and Vice President
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones	 		 	Director	
Maurice D. Jones	 		 		
			
/s/ Richard Sheffer	 		 	Director	
Richard Sheffer	 		 		
 
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Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

MCCANN’S ENGINEERING & MANUFACTURING CO., LLC	
		
By:	 	Manitowoc FSG Operations, LLC, as its sole member	
		
By:	 	Manitowoc FSG U.S. Holding, LLC, as its sole member	
		
By:	 	Manitowoc Foodservice, Inc., as its sole member	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President and Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	Director, President and Chief Executive Officer of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Senior Vice President and Chief Financial Officer of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant
(Principal Financial Officer)	
			
/s/ Haresh Shah
Haresh Shah	 		 	Vice President Corporate Controller and Chief Accounting Officer of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant (Principal Accounting Officer)	
			
*
Cynthia M. Egnotovich	 		 	Director and Chairperson of the Board of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant	
			
*
Dino Bianco	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant	
 
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SIGNATURE	 	 	 	TITLE	
			
*
Joan K. Chow	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant	
			
*
Thomas D. Davis	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant	
			
*
Timothy J. Fenton	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant	
			
*
Andrew Langham	 		 	Director of Manitowoc Foodservice, Inc., the sole member of the sole member of the sole member of the registrant	

* By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	Attorney-in-fact	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New Port Richey, State of Florida, on August 17, 2016.

MTW COUNTY LIMITED	
		
By:	 	Manitowoc FSG International Holdings, Inc.	
		
By:	 	/s/ Hubertus M. Muehlhaeuser	
	 	Hubertus M. Muehlhaeuser	
	 	President	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 17, 2016.

SIGNATURE	 	 	 	TITLE	
			
/s/ Hubertus M. Muehlhaeuser
Hubertus M. Muehlhaeuser	 		 	President and Chairman of the Board of Manitowoc FSG International Holdings, Inc., the sole member of the registrant
(Principal Executive Officer)	
			
/s/ John O. Stewart
John O. Stewart	 		 	Director and Vice President of Manitowoc FSG International Holdings, Inc., the sole member of the registrant
(Principal Financial Officer and Principal Accounting Officer)	
			
/s/ Maurice D. Jones
Maurice D. Jones	 		 	Director of Manitowoc FSG International Holdings, Inc., the sole member of the registrant	
 
S-13

Table of Contents
EXHIBIT INDEX

Exhibit
Number	  	Description	
		
  2.1	  	Master Separation and Distribution Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
  3.1	  	Amended and Restated Certificate of Incorporation of Manitowoc Foodservice, Inc. (filed as Exhibit 3.1 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (File No. 001-37548), filed on December 21, 2015 and incorporated herein by reference).	
		
  3.2	  	Bylaws of Manitowoc Foodservice, Inc., effective as of October 23, 2015 (filed as Exhibit 3.2 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (File No. 001-37548), filed on December 21, 2015 and incorporated herein by reference).	
		
  3.3	  	Certificate of Incorporation of Appliance Scientific, Inc., as amended to date.	
		
  3.4	  	Bylaws of Appliance Scientific, Inc., as amended to date.	
		
  3.5	  	Certificate of Incorporation of Berisford Property Development (USA) Ltd., as amended to date.	
		
  3.6	  	By-laws of Berisford Property Development (USA) Ltd.	
		
  3.7	  	Articles of Incorporation of Charles Needham Industries, Inc., as amended to date.	
		
  3.8	  	Bylaws of Charles Needham Industries, Inc.	
		
  3.9	  	Certificate of Formation of Cleveland Range, LLC.	
		
  3.10	  	Operating Agreement of Cleveland Range, LLC.	
		
  3.11	  	Certificate of Formation of The Delfield Company LLC.	
		
  3.12	  	Operating Agreement of The Delfield Company, LLC, as amended to date.	
		
  3.13	  	Certificate of Incorporation of Enodis Corporation, as amended to date.	
		
  3.14	  	By-laws of Enodis Corporation.	
		
  3.15	  	Amended and Restated Certificate of Incorporation of Enodis Group Holdings US, Inc., as amended to date.	
		
  3.16	  	By-laws of Enodis Group Holdings US, Inc.	
		
  3.17	  	Certificate of Incorporation of Enodis Holdings, Inc.	
		
  3.18	  	By-laws of Enodis Holdings, Inc.	
		
  3.19	  	Certificate of Incorporation of Enodis Technology Center, Inc., as amended to date.	
		
  3.20	  	By-laws of Enodis Technology Center, Inc.	
		
  3.21	  	Articles of Organization of Frymaster L.L.C.	
		
  3.22	  	Amended and Restated Operating Agreement and By-laws of Frymaster L.L.C., as amended to date.	
		
  3.23	  	Certificate of Formation of Garland Commercial Industries LLC.	
		
  3.24	  	Operating Agreement of Garland Commercial Industries LLC, as amended to date.	
		
  3.25	  	Certificate of Statutory Trust Registration of Kysor Business Trust, as amended to date.	
		
  3.26	  	By-laws of Kysor Business Trust.	
		
  3.27	  	Certificate of Incorporation of Kysor Holdings, Inc.	
 
E-I

Table of Contents

Exhibit
Number	  	Description	
		
  3.28	  	By-laws of Kysor Holdings, Inc.	
		
  3.29	  	Restated Articles of Incorporation of Kysor Industrial Corporation, as amended to date.	
		
  3.30	  	By-laws of Kysor Industrial Corporation, as amended to date.	
		
  3.31	  	Articles of Incorporation of Kysor Industrial Corporation.	
		
  3.32	  	By-laws of Kysor Industrial Corporation, as amended to date.	
		
  3.33	  	Articles of Incorporation of Kysor Nevada Holding Corp.	
		
  3.34	  	Bylaws of Kysor Nevada Holding Corp.	
		
  3.35	  	Certificate of Formation of Landis Holdings LLC, as amended to date.	
		
  3.36	  	Operating Agreement of Landis Holdings LLC, as amended to date.	
		
  3.37	  	Articles Of Incorporation of Manitowoc Equipment Works, Inc.	
		
  3.38	  	By-laws of Manitowoc Equipment Works, Inc., as amended to date.	
		
  3.39	  	Articles of Organization of Manitowoc Foodservice Companies, LLC.	
		
  3.40	  	Amended and Restated Operating Agreement of Manitowoc Foodservice Companies, LLC.	
		
  3.41	  	Articles of Incorporation of Manitowoc Foodservice Holding, Inc.	
		
  3.42	  	Bylaws of Manitowoc Foodservice Holding, Inc.	
		
  3.43	  	Articles of Incorporation of Manitowoc FP, Inc.	
		
  3.44	  	Bylaws of Manitowoc FP, Inc., as amended to date.	
		
  3.45	  	Articles of Incorporation of Manitowoc FSG International Holdings, Inc., as amended to date.	
		
  3.46	  	By-laws of Manitowoc FSG International Holdings, Inc., as amended to date.	
		
  3.47	  	Articles of Organization of Manitowoc FSG Operations, LLC.	
		
  3.48	  	Amended and Restated Operating Agreement of Manitowoc FSG Operations, LLC.	
		
  3.49	  	Certificate of Formation of Manitowoc FSG U.S. Holding, LLC, as amended to date.	
		
  3.50	  	Amended and Restated Limited Liability Company Agreement of Manitowoc FSG U.S. Holding, Inc.	
		
  3.51	  	Articles of Organization of McCann’s Engineering & Manufacturing Co., LLC, as amended to date.	
		
  3.52	  	Amended and Restated Operating Agreement of McCann’s Engineering & Manufacturing Co., LLC.	
		
  3.53	  	Certificate of Limited Liability Company Domestication and Certificate of Formation of MTW County (Domestication) LLC, as amended to date.	
		
  3.54	  	Limited Liability Company Agreement of MTW County (Domestication) LLC.	
		
  3.55	  	Certificate of Incorporation of Welbilt Corporation.	
		
  3.56	  	By-laws of Welbilt Corporation.	
		
  3.57	  	Certificate of Incorporation of Welbilt Holding Company, as amended to date.	
		
  3.58	  	By-laws of Welbilt Holding Company.	
		
  3.59	  	Restated Articles of Incorporation of Westran Corporation, as amended to date.	
		
  3.60	  	Bylaws of Westran Corporation.	
 
E-II

Table of Contents

Exhibit
Number	 	Description	
		
  4.1(a)	 	Indenture (including Form of Note), dated February 18, 2016, between MTW Foodservice Escrow Corp. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on February 24, 2016 and incorporated herein by reference).	
		
  4.1(b)	 	First Supplemental Indenture, dated March 3, 2016, by and among Manitowoc Foodservice, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
  4.2(a)	 	Exchange and Registration Rights Agreement, dated February 18, 2016, between MTW Foodservice Escrow Corp. and Goldman, Sachs & Co., as representative of the initial purchasers (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on February 24, 2016 and incorporated herein by reference).	
		
  4.2(b)	 	Joinder Agreement to Exchange and Registration Rights Agreement, dated March 3, 2016, by Manitowoc Foodservice, Inc. and the guarantors party thereto (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
  5.1	 	Opinion of Foley & Lardner LLP.	
		
  5.2	 	Opinion of Holland & Hart, LLP	
		
  5.3	 	Opinion of McGlinchey Stafford, PLLC	
		
10.1(a)	 	Settlement Agreement, dated February 6, 2015, among The Manitowoc Company, Inc., Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (filed as Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 001-37548), filed on September 1, 2015 and incorporated herein by reference).	
		
10.1(b)	 	Amendment, dated December 31, 2015, among The Manitowoc Company, Inc., Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (filed as Exhibit 10.8 to Amendment No. 4 to the Company’s Registration Statement on Form 10 (File No. 001-37548), filed on January 19, 2016 and incorporated herein by reference).	
		
10.1(c)	 	Joinder Agreement to Settlement Agreement, dated March 28, 2016 among The Manitowoc Company, Inc., Manitowoc Foodservice, Inc., Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. (filed as Exhibit 10.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.2	 	Employment Agreement, dated July 28, 2015, by and between Hubertus M. Muehlhaeuser and The Manitowoc Company, Inc. (filed as Exhibit 10.6 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (File No. 001-37548), filed on November 9, 2015 and incorporated herein by reference).	
		
10.3	 	Tax Matters Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
 
E-III

Table of Contents

Exhibit
Number	 	Description	
		
10.4	 	Transition Services Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.5(a)	 	Employee Matters Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.5(b)	 	Amendment, dated March 28, 2016, to the Employee Matters Agreement, effective as of March 4, 2016, by and between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 29, 2016 and incorporated herein by reference).	
		
10.6	 	Intellectual Property Matters Agreement, dated March 4, 2016, between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.7	 	Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.7 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (File No. 001-37548), filed on December 21, 2015 and incorporated herein by reference).	
		
10.8	 	Credit Agreement, dated March 3, 2016, among Manitowoc Foodservice, Inc., the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Goldman Sachs Bank USA, as syndication agent, HSBC Bank USA, N.A., Citibank, N.A. and Coöperatieve Rabobank U.A., New York Branch, as co-documentation agents and J.P. Morgan Securities LLC, Goldman Sachs Bank USA, HSBC Securities (USA) Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.9	 	Sixth Amended and Restated Receivables Purchase Agreement, dated March 3, 2016, by and among Manitowoc Cayman Islands Funding LTD., as seller, Manitowoc Foodservice and certain of its subsidiaries, as servicers, and Wells Fargo Bank, N.A., as purchaser and as agent (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.10	 	Manitowoc Foodservice, Inc. Deferred Compensation Plan, as amended and restated through March 4, 2016 (filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.11	 	Manitowoc Foodservice, Inc. Supplemental Executive Retirement Plan, as amended and restated through March 4, 2016 (filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.12	 	Manitowoc Foodservice, Inc. Severance Pay Plan, effective as of March 4, 2016 (filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 9, 2016 and incorporated herein by reference).	
		
10.13	 	Employment Agreement, dated November 9, 2015, by and between John O. Stewart and The Manitowoc Company, Inc. (filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.14	 	Assignment and Assumption Agreement, dated March 4, 2016, by and between The Manitowoc Company, Inc. and Manitowoc Foodservice, Inc. (filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
 
E-IV

Table of Contents

Exhibit
Number	  	Description	
		
10.15	  	Form of Contingent Employment Agreement between the Company and the following executive officers of the Company: Hubertus M. Muehlhaeuser, John O. Stewart, Josef Matosevic, Maurice D. Jones and Richard N. Caron (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on March 14, 2016 and incorporated herein by reference).	
		
10.16	  	Form of Performance Share Award Agreement under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.17	  	Form of Restricted Stock Award Agreement for Directors under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.18	  	Form of Restricted Stock Award Agreement for Employees under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.19	  	Form of Restricted Stock Unit Award Agreement for Directors under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.20	  	Form of Restricted Stock Unit Award Agreement for Employees under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.21	  	Form of Non-Qualified Stock Option Award Agreement under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.22	  	Form of Incentive Stock Option Award Agreement under the Manitowoc Foodservice, Inc. 2016 Omnibus Incentive Plan (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.23	  	Employment Agreement, dated February 1, 2016, by and between Andreas G. Weishaar and Manitowoc Foodservice, Inc. (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K (for the year ended December 31, 2015 (File No. 001-37548), incorporated herein by reference).	
		
10.24	  	Form of Employment Agreement (for Josef Matosevic, Maurice D. Jones and Richard Caron) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37548), filed on April 28, 2016 and incorporated herein by reference).	
		
12	  	Statement of Computation of Ratio of Earnings to Fixed Charges.	
		
21	  	List of subsidiaries of Manitowoc Foodservice, Inc.	
		
23.1	  	Consent of Foley & Lardner LLP (included in Exhibit 5.1).	
		
23.2	  	Consent of Holland & Hart, LLP (included in Exhibit 5.2).	
		
23.3	  	Consent of McGlinchey Stafford, PLLC (included in Exhibit 5.3).	
		
23.4	  	Consent of PricewaterhouseCoopers LLP.	
		
24	  	Powers of Attorney.	
		
25	  	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association.	
		
99.1	  	Form of Letter of Transmittal.	
		
99.2	  	Form of Notice of Guaranteed Delivery.	
		
99.3	  	Form of Letter to Registered Holder and/or DTC Participant from Beneficial Owners.	
 
E-V

Table of Contents

Exhibit
Number	  	Description	
		
99.4	  	Instructions for Certification of Taxpayer Identification Number on IRS Form W-9.	
		
101	  	The following materials from Manitowoc Foodservice’s Registration Statement on Form S-4, dated as of August 17, 2016, are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Combined Statements of Operations, (ii) the Combined Statements of Comprehensive Income, (iii) the Combined Balance Sheets, (iv) the Combined Statements of Cash Flows, (v) the Combined Statements of Equity, (vi) Notes to Combined Financial Statements, (vii) the Consolidated (Condensed) Statements of Operations, (viii) the Consolidated (Condensed) Statements of Comprehensive Income, (ix) the Consolidated (Condensed) Balance Sheets, (x) the Consolidated (Condensed) Statements of Cash Flows, and (xi) Notes to the Consolidated (Condensed) Financial Statements.	
 
E-VI

Exhibit 3.3
CERTIFICATE OF INCORPORATION OF
APPLIANCE SCIENTIFIC, INC.
FIRST: Corporate Name . The name of the Corporation (which is hereinafter referred to as the “Corporation”) is Appliance Scientific, Inc.
SECOND: Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.
THIRD: Corporate Purpose . The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issues is Thirteen Thousand (13,000) shares consisting of Twelve Thousand (12,000) shares of common stock having a par value of One Cent ($.01) per share and One Thousand (1,000) shares of preferred stock having a stated value of One Dollar ($1.00) per share.
The Board of Directors is expressly authorized, subject to any limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
A. the number of shares constituting that series and the distinctive designation of that series;
B. the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
C. whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
D. whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
E. whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

F. whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
G. the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and
H. any other relative rights, preferences and limitations of that series.
FIFTH: Board of Directors.
A. (1) The Board of Directors of the Corporation shall initially consist of two (2) members and thereafter shall consist of such number of directors that, from time to time, shall be fixed by, or in the manner provided in the Bylaws of the Corporation. The names and addresses of the individuals who are to serve as the initial directors until the first annual meeting of the stockholders, or until their successors arc duly elected and qualified are as follows:

NAME	  	ADDRESS	
		
Philip R. McKee	  	4006 Beltline Road	
	  	Suite 234, LB7	
	  	Addison, Texas 75001	
		
Eric J. Moeller	  	4006 Beltline Road	
	  	Suite 234, LB7	
	  	Addison, Texas 75001	
(2) Elections of directors need not be done by written ballot unless the Bylaws of the Corporation shall otherwise provide.
(3) The right to accumulate votes in the election of directors, and/or cumulative voting by any stockholder is hereby expressly denied.
B. The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the General Corporation Law of the State of Delaware, this Certificate of Incorporation, and any Bylaws adopted by the stockholders; provided , however , that notwithstanding any provision in this Certificate of Incorporation to the contrary, the stockholders may not adopt, repeal or amend the Bylaws of the Corporation without the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Corporation’s outstanding common stock; and provided further , however , that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.
 
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SIXTH: Director Liability . A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability thereof is not permitted under the General Corporation Law of the State of Delaware as currently in effect or as the same is hereafter amended. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
SEVENTH: Indemnification of Directors and Officers.
A. General. The Corporation shall indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to or is involved in any manner (including as witness) in any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative and whether formal or informal or external or internal to the Corporation (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of any other Corporation, partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while holding the office of director or officer against expenses (including attorney’s fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding the foregoing, except as provided in the following paragraph, the Corporation shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
If a claim for indemnity under the proceeding paragraph is not paid in full by the Corporation within forty-five (45) days after a written claim has been received by the Corporation, the claimant may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense of any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of
 
3

conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
B. Derivative Actions. The Corporation shall indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason or the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such persons shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shalt deem proper.
C. Indemnification in Certain Cases. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections A and B of this Article SEVENTH or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
D. Procedure. Any indemnification under Sections A and B of this Article SEVENTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections A and B. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.
E. Advances for Expenses. Expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article SEVENTH.
F. Rights Not Exclusive. The right to indemnification provided by, or granted pursuant to, this Article SEVENTH (including the right to advancement of expenses) shall be a contract right of each director and officer of the Corporation. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article SEVENTH shall not be deemed exclusive of any other rights to which those seeking
 
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indemnification or advancement of expenses may be entitled under any law, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
G. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article SEVENTH.
H. Construction. For the purposes of this Article SEVENTH, (i) references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article SEVENTH with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity; (ii) references to “other enterprises” shall include employee benefits plans; (iii) references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; (iv) references to “serving at the request of the Corporation as an officer or director” shall include any service in an official capacity as a director or officer of the Corporation or in any other capacity while holding the office of director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and (v) a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation.”
I. Survival of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to this Article SEVENTH shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
EIGHTH: Amendment. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and by this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.
NINTH: Election Regarding Section 203. The Corporation expressly elects to be governed by Section 203 of the General Corporation Law of the State of Delaware regarding business combinations with interested stockholders.
TENTH: Incorporators . The names and address of the incorporators are Philip R. McKee and Eric J. Moeller, 4006 Beltline Road, Suite 234, LB7, Addison, Texas 75001. The powers of the incorporators shall terminate upon the filing of this Certificate of Incorporation with the Delaware Secretary of State.
 
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Exhibit 3.4
BYLAWS
OF
APPLIANCE SCIENTIFIC, INC.
ARTICLE I
OFFICES
1.01 Registered Office . The initial registered office of Appliance Scientific, Inc. (the “Corporation”) shall be located in the City of Dover, County of Kent, State of Delaware. The location of the registered office of the Corporation may be changed from time to time to such other city and county within the State of Delaware as the Board of Directors may authorize.
1.02 Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.
ARTICLE II
MEETING OF THE STOCKHOLDERS
2.01 Place of Meetings . All meetings of stockholders for the election of directors or for any other proper purpose shall be held within or without the State of Delaware, or at such other place the Board of Directors may from time to time designate, as stated in the notice of such meeting or a duly executed waiver of notice thereof.
2.02 Annual Meeting . An annual meeting of stockholders shall be held at 10:00 a.m. on the second Tuesday in May or on such other day designated by the Board of Directors of the Corporation no more than one hundred fifty (150) days after the end of each fiscal year of the Corporation. At such meeting the stockholders entitled to vote (i) shall elect the members of the Board of Directors in accordance with the Certificate of Incorporation of the Corporation (the “Certificate”) and (ii) may transact such other business as may properly be brought before the meeting. Members of the Board of Directors shall be elected by a plurality vote unless otherwise provided in the Certificate.

2.03 Special Meetings . Special meetings of stockholders may be called at any time by the written resolution or other written request of a majority of the members of the Board of Directors. Such written resolution or written request shall specify the purpose or purposes for which such meeting shall be called.
2.04 Notice of Annual or of Special Meeting: Adjournment . Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10), nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President or the Secretary to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and the place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken. At the adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted on the original date of the meeting. If the adjournment is for more than 30 days, or, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under this Section 2.04. Attendance by a stockholder without objection to the notice, whether in person or by proxy, at a stockholders’ meeting shall constitute a waiver of notice of the meeting.
 
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2.05 Business at Special Meeting . The business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.
2.06 Telephonic Meetings . Subject to the provisions requiring or permitting notice of meeting, unless otherwise restricted by the Certificate or these Bylaws, stockholders may participate in and hold a meeting of stockholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
2.07 Quorum of Stockholders . Unless otherwise provided in the Certificate or these Bylaws, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
2.08 Act of Stockholders’ Meeting . When a quorum is present, the affirmative vote of the holders of a majority of the shares present or represented at the meeting and entitled to vote on the subject shall be the act of the stockholders’ meeting, unless the vote of a greater number is required by law or the Certificate.
2.09 Proxies . At any meeting of the stockholders, each stockholder having the right to vote shall be entitled to vote either in person or by proxy executed in writing by
 
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the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.
2.10 Voting List . The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, not less than ten (10) days nor more than sixty (60) days before each annual or special meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each stockholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any such meeting of stockholders.
2.11 Action by Written Consent Without a Meeting . Any action required or permitted by law, the Certificate or these Bylaws, to be taken at a meeting of the stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the holders of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as if the votes had been cast at a duly noticed, called and convened annual or special meeting of such stockholders. Prompt notice of the taking of any corporate action without a meeting by less than unanimous consent shall be given to all stockholders who have not consented in writing.
 
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ARTICLE III
BOARD OF DIRECTORS
3.01 Powers . The business and affairs of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate or these Bylaws directed or required to be exercised and done by the stockholders.
3.02 Number of Directors . Subject to the rights, if any, of (i) the holders of any preferred stock series designated in accordance with the Certificate and the terms of any Certificate of Designation with respect to the election of additional directors and (ii) the minimum and maximum number of authorized directors, if any, provided in the Certificate or these Bylaws, the authorized number of directors may be determined from time to time only by a majority of the whole board; or by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting stock, voting together as a single class.
3.03 Election and Term . Subject to the rights, if any, of (i) the holders of any preferred stock series designated in accordance with the Certificate and the terms of any Certificate of Designation with respect to the election of additional directors and (ii) the minimum and maximum number of authorized directors, if any, provided in the Certificate or these Bylaws, the directors shall be elected at the annual meeting of the stockholders except as provided in Section 3.04 of this Article, and each director elected shall hold office until the next succeeding annual meeting and until his successor is duly elected and qualified or until his death, resignation or removal.
3.04 Vacancies . Subject to the rights of the holders of any series of preferred stock series designated in accordance with this Certificate and the terms of any Certificate of Designation with respect to the election of additional directors, any vacancy occurring in the Board of Directors may be filled by an election at an annual or special meeting of the stockholders called for the purpose or by the affirmative vote of a majority of the remaining directors although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
 
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3.05 Resignation and Removal . Any director may resign at any time upon giving written notice to the Corporation. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, at any meeting of stockholders called expressly for the purpose of removing a director or directors, any director or the entire Board of Directors may be removed, with or without cause by the affirmative vote of the holders of at least a majority of the voting stock, voting together as a single class.
3.06 Compensation of Directors . As specifically prescribed from time to time by resolution of the Board of Directors, the directors of the Corporation may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary in their capacity as directors. This provision shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
ARTICLE IV
MEETINGS OF THE BOARD
4.01 First Meeting . The first meeting of each newly elected Board of Directors shall be held at such time and place either within or without the State of Delaware on the day of the annual meeting of stockholders after the adjournment thereof and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute a meeting, provided a quorum shall be present, or the meeting may be convened at such place and time as shall be fixed by the consent in writing of all the directors.
4.02 Regular Meetings . Regular meetings of the Board of Directors may be held with or without notice at such time and at such place either within or without the State of Delaware as from time to time shall be prescribed by the consent in writing of all the Board of Directors.
 
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4.03 Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President, and shall be called by the Chairman of the Board of Directors, the President or the Secretary or the written request of one (1) director. Written notice of special meetings of the Board of Directors shall be given to each director at least five (5) days before the date of the meeting.
4.04 Business at Regular or Special Meeting . Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
4.05 Telephonic Meetings . Subject to the provisions requiring or permitting notice of a meeting, unless otherwise restricted by the Certificate or these Bylaws, members of the Board of Directors or members of any committee designated by such Board of Directors may participate in and hold a meeting of such directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
4.06 Quorum of Directors . A majority of the Board of Directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or the Certificate. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
 
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4.07 Interested Directors .
A. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest shall be void or voidable solely for this reason solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(1) the material facts as to this relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders.
B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
 
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4.08 Act of Directors’ Meeting . The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, or the Certificate.
4.09 Action by Written Consent Without a Meeting . Any action required or permitted by law, the Certificate or these Bylaws to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as the unanimous vote at such meeting.
ARTICLE V
OFFICERS
Subject to certain limitations contained elsewhere in these Bylaws, the Board of Directors of the Corporation shall have those powers enumerated below with respect to the officers of the Corporation.
5.01 Executive Officers . The officers of the Corporation shall consist of a President, and a Secretary, and may also include one or more Vice Presidents, a Treasurer, a Chairman of the Board and such other offices as are provided for in Section 5.03 of these Bylaws. Any Vice President of the Corporation may, by the addition of a number or a word or words before or after the title “Vice President,” be designated “Senior Executive,” “Executive,” “Senior,” “First,” “Second,” or “Assistant” Vice President. Each officer of the Corporation shall be elected by the Board of Directors as provided in Section 5.02 of these Bylaws. Any two or more offices may be held by the same person. The executive officers of the Corporation shall be the President, one or more Vice Presidents designated as an “Executive” or a “Senior” Vice President and the Chairman of the Board.
5.02 Election and Qualification . The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a President and a Secretary, neither of
 
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whom need be a member of the Board. The Board also may elect one of its members Chairman of the Board and may elect one or more Vice Presidents, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers.
5.03 Other Officers and Agents . The Board of Directors may elect or appoint such other officers, including assistant officers and agents as may be necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
5.04 Salaries . The salaries of all officers and agents of the Corporation shall be fixed by resolution of the Board of Directors in accordance with these Bylaws.
5.05 Term, Removal and Vacancies . Each officer of the Corporation shall hold office until his successor is chosen and qualified or until his death, resignation or removal. Any officer may resign at any time upon giving notice to the Corporation. Subject to any employment arrangement between the Corporation and any officer, any officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent or member of a committee shall not of itself create any contract right. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.
5.06 The Chairman of the Board of Directors . The Chairman, if any, of the Board of Directors shall preside at all meetings of stockholders and of the Board of Directors and shall have such other authority and perform such other duties as are prescribed by law, by these Bylaws and by the Board of Directors. The Board of Directors may designate the chairman thereof as chief executive officer, in which case he shall have such authority and perform such duties as are prescribed by these Bylaws and the Board of Directors for the chief executive officer.
 
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5.07 The Vice-Chairman of the Board of Directors . The Vice-Chairman, if any, of the Board of Directors shall have such authority and perform such other duties as are prescribed by these Bylaws and by the Board of Directors. In the absence or inability of the Chairman of the Board of Directors and of the President of the Corporation to so act, the Vice-Chairman shall preside at the meetings of the stockholders and of the Board of Directors and shall have and exercise all of the powers and duties of the Chairman of the Board of Directors. The Board of Directors may designate the Vice-Chairman as chief executive officer in which case he shall have such authority and perform such duties as are prescribed by these Bylaws and the Board of Directors for the chief executive officer.
5.08 The President . The President of the Corporation shall have such authority and perform such duties as are prescribed by law, by these Bylaws, by the Board of Directors and by the chief executive officer (if the President is not the Chief Executive Officer). If there is no Chairman of the Board of Directors, or in the Chairman’s absence or the Chairman’s inability to act as the Chairman of the Board of Directors, the President shall preside at all meetings of stockholders and of the Board of Directors. Unless the Board of Directors designates the Chairman of the Board or the Vice-Chairman as Chief Executive Officer, the President shall be the Chief Executive Officer, in which case he or she shall have such authority and perform such duties as are prescribed by these Bylaws and the Board of Directors for the Chief Executive Officer.
5.09 The Chief Executive Officer . Unless the Board of Directors designates the Chairman of the Board of Directors or the Vice-Chairman as Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. Subject to the supervision and direction of the Board of Directors, the Chief Executive Officer of the Corporation shall
 
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have general supervision of the business, property and affairs of the Corporation, including the power to appoint and discharge agents and employees, and the powers vested in him or her by the Board of Directors, by law or by these Bylaws or which usually attach or pertain to such office.
5.10 Vice Presidents . Unless otherwise determined by the Board of Directors, one of the Vice Presidents shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The various Vice Presidents shall perform such other duties and have such other powers as the Board of Directors shall prescribe.
5.11 Secretary . The Secretary shall attend all meetings of the Board of Directors and of the stockholders, record all the proceeding of the meetings of the Board of Directors and of the stockholders in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings as may be prescribed by the Board of Directors or the President. He shall keep in safe custody the seal of the Corporation, and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the Assistant Secretary, or if there be none, the signature of the Treasurer acting as Assistant Secretary.
5.12 Assistant Secretaries . An Assistant Secretary, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
5.13 Treasurer . The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the
 
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name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Director at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer, and of the financial condition of the Corporation.
5.14 Assistant Treasurers . An Assistant Treasurer, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. He or she shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.
5.15 Officer’s Bond . If required by the Board of Directors, any officer so required shall give the Corporation a bond (which shall be renewed as the Board of Directors may require) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of any and all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
ARTICLE VI
CERTIFICATES FOR SHARES
6.01 Certificates Representing Shares and Fractions Thereof . The shares and fractions thereof of the Corporation may be represented by certificates signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate
 
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may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of its issue.
Each certificate representing shares and fractions thereof shall include upon the face thereof:
 
 	a)	that the Corporation is organized under the laws of the State of Delaware;	
 
 	b)	the name of the Corporation,	
 
 	c)	the name of the person or person to whom issued,	
 
 	d)	the number of shares and fractions thereof represented, and	
 
 	e)	the par or stated value of each share and fraction thereof,	
and may include such other matters as the Board of Directors may from time to time direct, not inconsistent with law, the Certificate or these Bylaws.
6.02 Restriction on Transfer of Shares and Fractions Thereof . If any restriction on the transfer, or registration of the transfer, of shares shall be imposed or agreed to by the Corporation, as permitted by law, the Certificate or these Bylaws, each certificate representing shares so restricted (a) shall conspicuously set forth a full or summary statement of the restrictions on the face or back of the certificate; or (b) shall conspicuously state on the face or back of the certificate that such a restriction exists pursuant to a specified document; and (1) that the Corporation will furnish to the record holder of the certificate without charge upon written request to the Corporation at its principal place of business or registered office a copy of the specified document; or (2) if such document is one required or permitted to be and has been filed under applicable law, that such specified document is on file in the Office of the Secretary of State of Delaware and contains a full statement of such restriction.
 
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6.03 Transfer of Shares and Fractions Thereof . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.
6.04 Lost, Stolen or Destroyed Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
6.05 Closing of Transfer Books and Fixing Record Date . For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such
 
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books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section 6.05, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.
6.06 Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
ARTICLE VII
GENERAL PROVISIONS
7.01 Fiscal Year . The fiscal year of the Corporation shall be the calendar year.
7.02 Seal . The Corporation may use a corporate seal and, if so used, such seal shall be circular in form and contain the name of the Corporation. If so used, the
 
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corporate seal shall be affixed and attached by the Secretary or an Assistant Secretary upon such instruments or documents as may be deemed appropriate, but the presence or absence of such seal on any instrument shall not affect its character or validity or legal effect in any respect.
7.03 Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device or media, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.
7.04 Waiver of Notice . Whenever any notice is required to be given under the provisions of the Certificate or under the provisions of the General Corporation Law of the State of Delaware, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of any person at a meeting for which any notice is required to be given under the provisions of these Bylaws, the Certificate or the General Corporation Law of the State of Delaware shall constitute a waiver of notice of such meeting except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any businesses because the meeting is not lawfully called or convened.
ARTICLE VIII
AMENDMENTS
The power to alter, amend, or repeal these Bylaws or adopt new Bylaws, subject to repeal or change by action of the stockholders, is vested in the Board of Directors. Thus, these Bylaws may be altered, amended, or repealed or new Bylaws adopted at any regular or special meeting of the Board of Directors by the affirmative vote of at least sixty-
 
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six and two-thirds percent (66 2/3%) of the total number of members of the Board of Directors, subject to repeal or change by the vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the shares present or represented entitled to vote at any regular or special meeting of stockholders at which a quorum is present or represented, provided that in the notice of such meeting of stockholders notice of such purpose shall be given. The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the Certificate.
ARTICLE IX
INDEMNIFICATION AND ADVANCEMENT OF COSTS
The Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the Certificate consistent with General Corporation Law of the State of Delaware, as amended from time to time; and the Corporation may advance costs incurred by officers, directors, employees and agents of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, in their defenses of any civil, criminal, administrative or investigative action or proceeding asserted against one or more of them by reason of the fact of his, her, or their serving or having served in such capacity or capacities at the request of the Corporation and in advance of a final disposition of such action, suit or proceeding to the fullest extent permitted by the Certificate consistent with the General Corporation Law of the State of Delaware, as amended from time to time, provided that the terms and conditions of such advancement of costs is approved by the Board of Directors. Nothing herein is intended to limit the Corporation’s authority to indemnify its officers, directors, employees and agents or to advance funds in connection therewith, under the General Corporation Law of the State of Delaware, as amended from time to time.
 
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Exhibit 3.5
CERTIFICATE OF INCORPORATION
OF
BERISFORD PROPERTY DEVELOPMENT (USA) LTD.
Under Section 402 of the
Business Corporation Law
The undersigned, being over the age of eighteen years, for the purpose of forming a corporation pursuant to section 402 of the Business Corporation Law of New York, does hereby certify:
1. The name of the corporation is:
BERISFORD PROPERTY DEVELOPMENT (USA) LTD.
2. The corporation is formed to engage in any lawful act or activity for which corporations may be organizes under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
3. The office of the corporation is to be located in the County of New York, State of New York.
4. The aggregate number of shares the corporation shall have authority to issue is two hundred (200) shares, all of which are to be without par value.
5. The post office address within the State of New. York, to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o Corporation Service Company, 80 State Street, Albany, New York 12207.

6. The name and address of the registered agent of the corporation are Corporation Service Company, 80 State Street, Albany, New York 12207. Said registered agent is to be the registered agent upon which process against the corporation may be served.
7. A director or officer of the corporation shall not, in the absence of fraud, be disqualified by his office from dealing with or contracting with the corporation as vendor, purchaser or otherwise. In the absence of fraud, no transaction, contract or act of the corporation, the board of directors, the executive committee of the board of directors, or any other duly constituted committee shall he void, voidable or affected by reason of the fact that any director or officer of the corporation, or any firm of which any director or officer of the corporation is a member, or any other corporation of which any director or officer or this corporation is an officer, director, or shareholder is in any way interested in the transaction, contract or act, if either:
(a) the fact-of such common directorship, officership, or financial or other interest is disclosed or known to the board of directors or the executive committee, and the board of directors or the executive committee approves the transaction, contract or act by a vote sufficient for such purposes without the-vote of such interested director, if any; provided that any such director may be counted in determining the presence of a quorum at any such meeting of the board of directors or the executive committee; or
(b) the fact of such common directorship, officership or financial or other interest is disclosed or known to the shareholders
 
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entitled to vote on the-transaction, contract or act, and the transaction, contract or act is approved by a vote of the shareholders entitled to vote thereon, whether or not the board of directors or the executive committee has approved the transaction, contract or act.
Any such transaction, contract or act which is ratified by a majority in interest of a quorum of the shareholders of the corporation having voting power at any annual or special meeting called for such purpose, shall, if such Common directorship, officership or financial or other interest is disclosed in the notice of meeting, be valid and as binding as though approved or ratified by every shareholder of the corporation, except as otherwise provided by the laws of the State of New York; provided, however, that any failure of the shareholders to approve or ratify such transaction, contract or act when submitted shall not be deemed in any way to invalidate the transaction, contract or act, nor to deprive the corporation, its directors or its officers of their right to proceed therewith.
8. The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the Business Corporation Law, as the same may be amended and supplemented.
9. The corporation shall, to the fullest extent permitted by the Business Corporation Law, as the same may be amended and supplemented, advance expenses to and indemnify any and all persons to whom said law-authorizes the corporation to provide such benefits from and against any and all judgments, fines, settlements, taxes, penalties, costs, charges and expenses, including attorneys’ fees. The foregoing provision, shall not be deemed
 
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exclusive of any other rights to which such person or persons may be entitled under any by-law, resolution or shareholders, resolution of directors, agreement or otherwise. The benefits of the foregoing provisions shall extend to the heirs and legal representatives of any person entitled to said benefits.
 
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Exhibit 3.6
BY-LAWS
OF
BERISFORD PROPERTY DEVELOPMENT (USA) LTD.
ARTICLE I - OFFICES
The principal office of the corporation shall be in the County of New York, State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.
ARTICLE II - SHAREHOLDERS
 
 	1.	Place of Meetings :	
Meeting of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.
 
 	2.	Annual Meeting :	
The annual meeting of the shareholders shall be held on the 10th day of              at 10:00 A.M. in each year if not a legal holiday, or if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.
 
 	3.	Special Meetings :	
Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.
 
 	4.	Fixing Record Date :	
For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof , or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

 	5.	Notice of Meetings of Shareholders :	
Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed , the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.
 
 	6.	Waivers :	
Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
 
 	7.	Quorum of Shareholders :	
Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence of a quorum.
 
 	8.	Proxies :	
Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.
 
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 	9.	Qualification of Voters :	
Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.
 
 	10.	Vote of Shareholders :	
Except as otherwise required by statute or by the certificate of incorporation;
a) directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;
b) all other corporate action shall be authorized by a majority of the votes cast.
 
 	11.	Written Consent of Shareholders :	
Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.
ARTICLE III - DIRECTORS
 
 	1.	Board of Directors :	
Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and need not be shareholders.
 
 	2.	Number of Directors :	
The number of directors shall be three (3). When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.
 
 	3.	Election and Term of Directors :	
At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and until his successor has been elected and qualified, or until his prior resignation or removal.
 
 	4.	Newly Created Directorships and Vacancies :	
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
 
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 	5.	Removal of Directors :	
Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.
 
 	6.	Resignation :	
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
 
 	7.	Quorum of Directors :	
Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
 
 	8.	Action of the Board :	
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the boa rd. Each director present shall have one vote regard less of the number of shares, if any, which he may hold. Any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action.
 
 	9.	Place and Time of Board Meetings :	
The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.
 
 	10.	Regular Annual Meeting :	
A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.
 
 	11.	Notice of Meetings of the Board, Adjournment :	
(a) Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
(b) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
 
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 	12.	Chairman :	
At all meetings of the board the president, or in his absence a chairman chosen by the board, shall preside.
 
 	13.	Executive and Other Committees :	
The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
 
 	14.	Compensation :	
No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE IV - OFFICERS
 
 	1.	Offices, Election, Term :	
(a) Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.
(b) All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.
(c) Each officer shall hold office for the term for which he is elected or appointed and until his succesor has been elected or appointed and qualified.
 
 	2.	Removal, Resignation, Salary, Etc. :	
(a) Any officer elected or appointed by the board may be removed by the board with or without cause.
(b) In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.
(c) Any two or more offices may be held by the same person, except the offices of president and secretary.
(d) The salaries of all officers shall be fixed by the board.
(e) The directors may require any officer to give security for the faithful performance of his duties.
 
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 	3.	President :	
The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.
 
 	4.	Vice-President :	
During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.
 
 	5.	Secretary :	
The secretary shall:
(a) attend all meetings of the board and of the shareholders;
(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;
(c) give or cause to be given notice of all meetings of shareholders and of special meetings of the board;
(d) keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;
(e) when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;
(f) keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner;
(g) perform such other duties as may be prescribed by the board.
 
 	6.	Assistant-Secretaries :	
During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.
 
 	7.	Treasurer :	
The treasurer shall:
(a) have the custody of the corporate funds and securities;
 
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(b) keep full and accurate accounts of receipts and disbursements in the corporate books;
(c) deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;
(d) disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;
(e) render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;
(f) render a full financial report at the annual meeting of the shareholders if so requested;
(g) be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;
(h) perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.
 
 	8.	Assistant-Treasurer :	
During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.
 
 	9.	Sureties and Bonds :	
In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.
ARTICLE V - CERTIFICATES FOR SHARES
 
 	1.	Certificates :	
The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.
 
 	2.	Lost or Destroyed Certificates :	
The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or
 
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certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
 
 	3.	Transfers of Shares :	
(a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.
(b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.
ARTICLE VI - DIVIDENDS
Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.
ARTICLE VII - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin the first day of October in each year.
 
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ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION
Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI - BY-LAW CHANGES
Amendment, Repeal, Adoption, Election of Directors :
(a) Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.
(b) If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of share-holders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
 
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Exhibit 3.7
ARTICLES OF INCORPORATION OF
CHARLES NEEDHAM INDUSTRIES, INC.

ARTICLE I
NAME
The name of the corporation is CHARLES NEEDHAM INDUSTRIES INC.
ARTICLE II
PERIOD
The period of its duration is perpetual.
ARTICLE III
PURPOSE
The purpose for which the corporation is organized is the transaction of any or all lawful business.
ARTICLE IV
SHARES
The aggregate number of shares which the corporation shall have the authority to issue is 100,000 shares of the par value of $1.00 each. The shares are designated as Common Stock and have identical rights and privileges in every respect.
ARTICLE V
NO PREEMPTIVE RIGHTS
No shareholder or other person shall have any preemptive right whatsoever.
ARTICLE VI
NON-CUMULATIVE VOTING
Directors shall be elected by majority vote. Cumulative voting shall not be permitted.
 
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ARTICLE VII
COMMENCEMENT OF BUSINESS
The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The address of its registered office is 211 East 7 th Street, Suite 620, Austin, Texas 78701, and the name of its initial registered agent at such address is Corporation Service Company.
ARTICLE IX
INITIAL DIRECTORS
The directors of this corporation shall be not less than one (1) in number, and the number of directors constituting the initial Board of Directors is two (2), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders, or until their successors are elected and qualified, are:
George R. Kempton
One Madison Avenue
Cadillac, Michigan 49601
Clayton C. Jesweak
One Madison Avenue
Cadillac, Michigan 49601
ARTICLE X
INTERESTED DIRECTORS, OFFICERS
AND SECURITY HOLDERS
Except as may be otherwise provided in Article 2.41 of the Texas Business Corporation Act, no contract, act or transaction of this corporation with any person or persons, firm, trust or association, or any other corporation shall be affected or invalidated by the fact that
 
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any director, officer or shareholder of this corporation is a party to, or is interested in, such contract, act or transaction, or in any way connected with any such person or persons, firm, trust or association, or is a director, officer or shareholder of, or otherwise interested in, any such other corporation, nor shall any duty to pay damages on account to this corporation be imposed upon such director, officer or shareholder of this corporation solely by reason of such fact, regardless of whether the vote, action or presence of any such director, officer or shareholder may be, or may have been, necessary to obligate this corporation on, or in connection with, such contract, act or transaction, provided that if such vote, action or presence is, or shall have been, necessary such interest or connection (other than an interest as a non-controlling shareholder of any such other corporation) be known or disclosed to the Board of Directors of this corporation.
ARTICLE XI
INCORPORATOR
The name and address of the incorporator is:
Clayton C. Jesweak
One Madison Avenue
Cadillac, Michigan 49601
 
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Exhibit 3.8
B Y L A W S
OF
CHARLES NEEDHAM INDUSTRIES, INC.

ARTICLE I
OFFICES
Section 1. Principal Offices . The principal office of this corporation shall be maintained at One Madison Avenue, Cadillac Michigan 49601, which shall be the headquarters for the transaction of all business, but, in the discretion of the Board of Directors, the location of the principal office may change from time to time and branch offices may be established at other places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meetings . The annual meeting of the shareholders of this corporation shall be held at the principal office of the corporation, on the fourth Friday in April of each year, beginning with the year 1988, at 9:00 a .m., or at such time and place within or without the state of Texas as may be designated by the Board of Directors, at which meeting directors shall be selected for the current year and such other business transacted as may properly come before said meeting.
Section 2. Special Meetings . All special meetings of shareholders shall be held at the principal office of the corporation or at any place designated in the notice upon call by a majority of the directors, or upon written request signed by shareholders holding one-tenth (1/10) of the voting stock of the corporation, or at the call of the President. No other business shall be transacted thereat except by unanimous consent of all the shareholders present, whether in person or by proxy.
Section 3. Notice of Meetings . Written or printed notice stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
Section 4. Quorum . The presence at any meeting, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except where provided otherwise by statute.

Section 5. Adjournments . In the absence of a quorum, a majority in interest of the shareholders entitled to vote, present in person or by proxy, or, if no shareholder entitled to vote is present in person or by proxy, any officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time until a quorum shall be present.
Section 6. Voting . Directors shall be chosen by a plurality of the votes cast at the election, and, except where otherwise provided by statute, all other questions shall be determined by a majority of the votes cast on such question. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders, except where provided otherwise by statute or the articles of incorporation of the corporation. Only such persons shall be permitted to vote at any meeting of shareholders, either in person or by proxy, as shall have appeared on the books of the corporation as shareholders thereof for at least ten (10) days prior to such meeting.
Section 7. Proxies . Any shareholder entitled to vote may vote by a proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include telegraphing or cabling) by the shareholder himself or by his duly authorized attorney. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law.
Section 8. Judges of Election . The Board of Directors may appoint Judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of shareholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting.
Section 9. Informal Action . Any action required by law to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of shareholders, and may be stated as such in any articles or document filed with the Secretary of State.
Section 10. Participation in Meeting . Shareholders may participate in and hold a meeting of such shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
 
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ARTICLE III
DIRECTORS
Section 1. Number . The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or shareholders (any such resolution of either the Board of Directors or shareholders being subject to any later resolution of either of them), but shall not be less than one (1) nor more than fifteen (15), and the original directors shall be those specified in the Articles of Incorporation, and shall serve until the next annual election of directors or until their successors are appointed and qualified. The number of directors may be increased or decreased from time to time by amendment to these Bylaws as provided in ARTICLE IX hereof.
Section 2. Election and Term of Office . The directors shall be elected at the annual meeting of the shareholders. Each director (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office until his successor shall have been elected or until his earlier death, resignation or removal in the manner hereinafter provided.
Section 3. Vacancies and Additional Directorships . If any vacancy shall occur among the directors by reason of death, resignation, or removal, the vacancy may be filled by action of a majority of the remaining directors at any annual or special meeting or, in default of such meetings or action of the remaining directors thereat, may be filled by the shareholders at any annual or special meeting. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In the event the entire Board of Directors shall resign or die, any shareholder of the corporation may call a special shareholders’ meeting in a manner provided in ARTICLE II, Section 2 hereof, at which meeting a new Board of Directors may be elected, but no other business shall be transacted except as set forth in said notice.
Section 4. Removal . Any director or the entire Board of Directors may be removed at any meeting of shareholders called expressly for that purpose, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Section 5. Resignation . Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the President, any Vice President or the Secretary. Any such resignation shall take effect at any time specified therein, or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Annual or Special Meetings . An annual meeting of the Board of Directors shall be held at the termination of the annual meeting of the shareholders, for the purpose of electing officers and for the transaction of such other business as may properly come before the meeting. Special meetings of the Board may be called by the President upon one (1) day’s notice, verbally, or in writing; and such special meeting shall be called by the Secretary upon written request of any director. At any annual or special meeting of the Board, a chairman of the meeting and a secretary of the meeting shall be elected.
 
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Section 7. Place of Meeting . All meetings of the Board of Directors shall be held at the principal office of the corporation, but may be held, on notice given to each director, at any place designated in such notice, either within or without the State of Texas.
Section 8. Quorum . At any annual or special meeting of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business. The majority of voices shall decide the vote of the Board at any annual or special meeting.
Section 9. Informal Action . Any action required by law to be taken at a meeting of the Board of Directors of a corporation, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board of Directors, and such consent shall have the same force and effect as a unanimous vote of the Board of Directors, and may be stated as such in any document or instrument filed with the Secretary of State.
Section 10. Participation in Meeting . Members of the Board of Directors may participate in and hold a meeting of such Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE IV
COMMITTEES OF THE BOARD
Section 1. Designation, Power, Alternate Members and Term of Office . The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. Any such committee, to the extent provided in such resolution and to the extent allowed by law, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The Board may designate one or more directors as alternate members of any committee, who, in the order specified by the Board, may replace any absent or disqualified member at any meeting of the committee. If at a meeting of any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or
 
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disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board, subject to these Bylaws; provided , however, that any committee member who ceases to be a member of the Board shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be the Secretary of the Corporation or any Assistant Secretary thereof.
Section 2. Meetings, Notices and Records . Each committee may provide for the holding of regular meetings, with or without notice, and may fix the time and place at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at the direction of its chairman, or, if there is no chairman, by or at the direction of any two of its members, at the time and place specified in the respective notices or waivers of notice thereof. Notice of each special meeting of a committee shall be mailed to each member of such committee, addressed to him at his residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent by telegram, radio or cable, addressed to him at such place, or telephoned or delivered to him personally, not later than the day before the day on which the meeting is to be held. Notice of any meeting of a committee need not be given to any member thereof who shall attend the meeting in person or who shall waive notice thereof by telegram, radio, cable or other writing. Notice of any adjourned meeting need not be given. Each committee shall keep a record of its proceedings.
Section 3. Quorum and Manner of Acting . At each meeting of any committee the presence of one-third but not less than two of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee; in the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present. Subject to the foregoing and other provisions of these Bylaws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business. Any determination made in writing and signed by all the members of such committee shall be as effective as if made by such committee at a meeting.
Section 4. Resignations . Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President or the Secretary of the Corporation. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board or any such officer.
Section 5. Removal . Any member of any committee may be removed at any time by the Board of Directors with or without cause.
Section 6. Vacancies . If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining members of such committee, though less than a quorum, shall continue to act until such vacancy is filled by the Board of Directors.
Section 7. Compensation . Committee members shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.
 
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ARTICLE V
OFFICERS
Section 1. Number . The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board of Directors so determines, a Chairman of the Board, and such other officers as may be appointed in accordance with the provisions of Section 3 of this ARTICLE V.
Section 2. Election and Term of Office . Each officer (except such officers as may be appointed in accordance with the provisions of Section 3 of this ARTICLE V) shall be elected by the Board of Directors. The Board of Directors may combine any two or more offices to be held by the same person. Each officer (whether elected at the first meeting of the Board of Directors after the annual meeting of shareholders or to fill a vacancy or otherwise) shall hold his office until the first meeting of the Board of Directors after the next annual meeting of shareholders and until his successor shall have been elected, or until his death, or until he shall have resigned in the manner provided in Section 4 of this ARTICLE V or shall have been removed in the manner provided in Section 5 of this ARTICLE V.
Section 3. Subordinate Officers and Agents . The Board of Directors from time to time may appoint other officers or agents (including one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.
Section 4. Resignations . Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, a Vice President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer.
Section 5. Removal . Any officer specifically designated in Section 1 of this ARTICLE V may be removed at any time either with or without cause, at any meeting of the Board of Directors by the vote of a majority of all the directors then in office. Any officer or agent appointed in accordance with the provisions of Section 3 of this ARTICLE V may be removed, either with or without cause, by the Board of Directors at any meeting, by the vote of a majority of the directors at such meeting, or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors.
Section 6. Vacancies . A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for regular election or appointment to such office.
 
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Section 7. Chief Executive Officer . The Chief Executive Officer of the corporation shall be either the Chairman of the Board or the President, as the Board of Directors shall determine. Subject to the direction of the Board of Directors, he shall have general charge of the business, affairs and property of the corporation and general supervision over its officers and agents. As such Chief Executive Officer, if present, he shall preside at all meetings of shareholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer there- unto duly authorized, certificates of stock of the corporation, the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time he shall report to the Board of Directors all matters within his knowledge which the interest of the corporation may require to be brought to its attention. He shall also perform such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors.
Section 8. The Chairman of the Board . The Chairman of the Board, if one is appointed, shall preside at all meetings of the directors and shall have such other powers and duties as shall be prescribed by the Board of Directors. The Chairman of the Board shall be a member, ex officio, of all committees appointed by the Board.
Section 9. The President . The President, in the absence of the Chairman of the Board, shall perform the duties and exercise the powers of the Chairman of the Board; he shall have such power as may be by statute exclusively conferred upon the President and he shall have such other powers and duties as shall be prescribed by the Board of Directors. The President shall be a member, ex officio, of all committees appointed by the Board.
Section 10. The Vice Presidents . At the request of the President or in his absence or disability, the Vice President designated by the President (or in the absence of such designation, the Vice President designated by the Board of Directors) shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President. Any Vice President may also sign, with any other officer thereunto duly authorized, certificates of stock of the corporation, the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the corporation deeds, mortgages, bonds and other instruments duly authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. Each Vice President shall perform such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
Section 11. The Secretary . The Secretary shall
(a) record all the proceedings of the meetings of the shareholders, the Board of Directors, and any committees in a book or books to be kept for that purpose;
 
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(b) cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute;
(c) whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the chairman of such committee with a copy of such resolution;
(d) be custodian of the records and of the seal of the corporation, and cause such seal to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the corporation under its seal shall have been duly authorized;
(e) see that the lists, books, reports and statements, certificates and other documents and records required by statute are properly kept and filed;
(f) have charge of the stock and transfer books of the corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto;
(g) sign (unless the Treasurer or an Assistant secretary or an Assistant Treasurer shall sign) certificates representing stock of the corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and
(h) in general, perform all duties incident to the office of Secretary and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
Section 12. Assistant Secretaries . At the request of the Secretary or in his absence or disability, the Assistant Secretary designated by him (or in the absence of such designation, the Assistant secretary designated by the Board of Directors or the Chief Executive Officer) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chief Executive Officer or the Secretary.
Section 13. The Treasurer . The Treasurer shall
(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the corporation;
(b) cause the moneys and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select or to be otherwise dealt with in such manner as the Board of Directors may direct;
 
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(c) cause the funds of the corporation to be disbursed by checks or drafts upon the authorized depositaries of the corporation, and cause to be taken and preserved proper vouchers for all moneys disbursed;
(d) render to the Board of Directors or the Chief Executive Officer, whenever requested, a statement of the financial condition of the corporation and of all his transactions as Treasurer;
(e) cause to be kept at the corporation’s principal office correct books of account of all its business and transactions and such duplicate books of account as he shall determine and upon application cause such books or duplicates thereof to be exhibited to any director;
(f) be empowered, from time to time, to require from the officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation;
(g) sign (unless the Secretary or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and
(h) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him by these Bylaws or as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer.
Section 14. Assistant Treasurers . At the request of the Treasurer or in his absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the Chief Executive Officer) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers and be subject to all restrictions upon the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chief Executive Officer or the Treasurer.
Section 15. Salaries . The salaries of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 3 of this ARTICLE V. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
Section 16. Surety Bonds . If the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with
 
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such surety or sureties as the Board of Directors may direct, conditioned upon the faithful discharge of his duties, including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.
ARTICLE VI
CAPITAL STOCK
Section 1. Subscriptions . Subscriptions to the capital stock of the corporation shall be paid in such manner and at such time as the Board of Directors may require, and failure to pay any installment when required shall work a forfeiture of the stock so in arrears. No stock, however, shall be declared forfeited by the directors until after notice in writing shall have been given to such shareholder in person or by mail directed to his last address as the same appears upon the books of the company, which notice shall require the shareholder to make payment at the time and place specified in such notice, and stating that if he fails to make such payment his stock and all dividends thereon will be forfeited for the use of the corporation, which notice must be given at least thirty (30) days prior to the date such stock will be declared forfeited.
Section 2. Payment . The Board of Directors may in its discretion accept property, real or personal, in payment for stock and may issue stock in consideration of labor performed.
Section 3. Certificates . Certificates of stock shall be numbered in the order issued and shall be signed by the President and countersigned by the Secretary and shall bear the imprint of the corporate seal. All certificates shall be bound in book form and shall be issued therefrom consecutively, and on the stub of such book shall be entered the name and address of the person owning the shares represented by each certificate issued, with a statement of the number of shares represented by such certificate and the date of its issuance. No certificate shall be issued for any share of stock until such share has been fully paid up.
Section 4. Transfers . Transfers of shares shall be made only on the books of the corporation by the holder in person, and if made by any other person his authority to do so shall be evidenced by power of attorney from the owner; and no certificate shall be issued until the older certificates have been surrendered and cancelled. All certificates returned or exchanged shall be immediately marked “cancelled” and the date of such cancellation noted on such certificate by the Secretary, and the certificate thus cancelled shall be pasted into said book opposite the stub bearing memoranda of its original issuance.
Section 5. Lost Certificate . In the event an original certificate shall have been lost by the shareholder it shall be the privilege of the corporation to demand an adequate bond of indemnity before issuing stock, by the owner; and where there shall be conflicting claim as to the ownership of stock the corporation may refuse to make a transfer until such conflicting claims shall have been adjusted by litigation or otherwise.
Section 6. Dividends . Dividends may be declared and paid out of the net profits of the corporation whenever in the judgment of the Board of Directors such dividends may be declared without impairing the corporation’s business operations. The Board of
 
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Directors may, if it deems it in the best interest of the corporation, declare no dividends but permit the profits to accumulate for use in the corporation’s business or to enable it to purchase any of its own capital stock.
ARTICLE VII
SEAL
Section 1. Seal . The seal of the corporation shall bear the full corporate name of the corporation, with the word “Seal” noted thereon; provided, however, that if the full corporate name is too long, it may be abbreviated in the seal.
ARTICLE VIII
INDEMNITY FOR OFFICERS AND DIRECTORS
Section 1. Indemnification . The corporation agrees to indemnify each person who is an officer or director of the corporation or any person who was an officer or director of the corporation against expenses which such person has reasonably incurred, including, but not limited to, attorneys’ fees in connection with any action, suit, or proceeding in which such person has or may be made a party by reason of his having been such director or officer, except in relation to such matters as to which he shall be adjudged in such action, suit or proceedings to have been derelict in the performance of his duty as such director or officer; provided, however, that in the event of the settlement of such action, suit or proceeding such person shall be indemnified by the corporation against such expense incurred by such person only to such extent, if any, as may be determined in or in connection with such settlement, and then only if such determination shall have been approved by a court of competent jurisdiction or by resolution duly adopted by a majority of the whole Board of Directors of the corporation, and no director included in such majority shall have or shall at any time have had any financial interest adverse to the corporation in the action, suit or proceeding or the subject matter or the outcome thereof. The foregoing right of indemnification shall not be exclusive of other rights to which any person who is a director or officer of the corporation may be entitled as a matter of law or otherwise, nor shall it be a derogation of the liability of such officer and director as imposed by the Texas Business Corporation Act.
ARTICLE IX
AMENDMENTS
Section 1. Amendment by Board of Directors . The Board of Directors shall have power to make, amend, or repeal these Bylaws by vote of a majority of all the directors at any annual or special meeting, provided notice of intention to make such changes at said meeting shall have been previously given to each director, and may be made without such notice by a unanimous vote of all directors. Where the Bylaws are amended or repealed by the Board of Directors, a notice of such change, setting forth the nature thereof, shall be mailed to each shareholder at the address which shall appear upon the books of the corporation, within ten (10) days after such amendment or repeal.
Section 2. Amendment by Shareholders . These Bylaws shall be subject to amendment, alteration or repeal at any annual meeting of the shareholders or at any special meeting called for that purpose.

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Exhibit 3.9
CERTIFICATE OF FORMATION
OF
CLEVELAND RANGE, LLC
Under Section 18-201 of the Delaware Limited Liability Company Act
First: The name of the limited liability company is CLEVELAND RANGE, LLC (the “Company”).
SECOND: The address, including street, number, city and county of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, and the name of the registered agent of the company in the State of Delaware at such address is Corporation Service Company
THIRD: The formation of the Company shall be effective as of September 29, 2002.

Exhibit 3.10
OPERATING AGREEMENT
OF
CLEVELAND RANGE, LLC
THIS OPERATING AGREEMENT is made and entered into as of the 29th day of September 2002, by and between SCOTSMAN GROUP INC. (the “Member”) and CLEVELAND   RANGE, LLC (the “Company”).
WHEREAS , the Company has filed a Certificate of Conversion and a Certificate of Formation to convert (the “Conversion”) from a corporation into a limited liability company effective September 29, 2002; and
WHEREAS , the Member was the owner of 100% of the issued and outstanding stock of the Company prior to the Conversion; and
WHEREAS , the Member’s stock ownership of the Company has been converted into a 100% membership interest in the Company as a result of the Conversion; and
WHEREAS , the Member and the Company are hereby entering into this Operating Agreement to govern the Company following the Conversion.
NOW, THEREFORE , in consideration of the foregoing Conversion, the parties hereto agree as follows:
 
 	1.	DEFINITIONS	
The following terms used in this Operating Agreement shall have the following meanings:
1.1 “Act” shall mean the Delaware Limited Liability Company Act, as amended from time to time.
1.2 “Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member whenever made.
1.3 “Certificate of Conversion” shall mean the Certificate of Conversion of the Company as filed with the Secretary of State of Delaware on September 25, 2002.
1.4 “Certificate of Formation” shall mean the Certificate of Formation of the Company as filed with the Secretary of State of Delaware on September 25, 2002 as amended from time to time.
1.5 “Company” shall refer to Cleveland Range, LLC.
1.6 “Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.

1.7 “Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.
1.8 “Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of each fiscal year.
1.9 “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
1.10 “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
1.11 “Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.
 
 	2.	FORMATION OF THE COMPANY	
2.1 Formation . The Company has been organized as a Delaware limited liability company under and pursuant to the Act effective September 29, 2002.
2.2 Name . The name of the Company is “Cleveland Range, LLC.”
2.3 Principal Place of Business . The principal place of business of the Company is 1333 East 197th Street, Cleveland, OH 44110.
2.4 Registered Office and Registered Agent  The Company’s initial registered office shall be at the office of its registered agent at 2711 Centerville Road, Suite 400, Wilmington, Delaware, and the name of its initial registered agent shall be Corporation Service Company. The registered office and registered agent may be changed by the Member by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.
2.5 Term . The term of the Company commenced upon September     , 2002 and shall continue in existence in perpetuity, or until the Company is dissolved pursuant to this Agreement or the Act.
2.6 Purpose . The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
 
 	3.	MEMBER	
3.1 Names and Addresses . Scotsman Group Inc. is the sole Member of the Company and its address is set forth on the signature page hereto.
3.2 Limitation of Liability . The Member’s liability shall be limited as set forth in this Agreement, the Act and other applicable law. A Member shall not be personally

liable for any indebtedness, liability or obligation of the Company, except as otherwise set forth in this Agreement, the Act and any other applicable law. A Member exercising management powers or responsibilities in his or its capacity as a Member or officer, and any officer exercising such powers and responsibilities for or on behalf of the Company, shall not have personal liability to the Company or the Member for damages for any breach of duty in such capacity, provided that nothing herein shall eliminate or limit the liability of the Member or any officer of the Company if a judgment or other final adjudication adverse to him or it establishes that his or its acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or it personally gained a financial profit or other advantage to which he or it was not legally entitled or that he or it knew or should have known that a distribution to the Member violated subdivision (a) of Section 18-607 of the Act.
3.3 Events of Bankruptcy . The Member shall not cease to be a member of the Company upon the happening of any of the events listed in Section 18-304(a) or (b).
3.4 Membership Certificates . A Member’s membership interest in the Company shall be evidenced by a certificate in the form attached to this Operating Agreement and each membership interest shall be considered a security as that term is defined in §8-103(c) of the Uniform Commercial Code as enacted in the state of Delaware.
 
 	4.	MANAGEMENT OF THE COMPANY	
4.1 Management of Company . The Member has the exclusive right to manage the Company’s business. Accordingly, the Member, at times acting through the officers (if any) of the Company, shall: (i) manage the affairs and business of the Company; (ii) exercise the authority and powers granted to the Company; and (iii) otherwise act in all other matters on behalf of the Company.
4.2 Execution of Documents . Any document or instrument of any and every nature, including without limitation, any agreement, contract, deed, promissory note, mortgage or deed of trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate, which is intended to bind the Company or convey or encumber title to its real or personal property shall be valid and binding for all purposes if executed by the Member or any authorized officer.
4.3 Action Without Meeting . Any action required to be taken by or on behalf of the Company may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the Member.
4.4 Officers . The officers of the Company may consist of a President, one or more Vice Presidents, Secretary, Treasurer. The officers shall be appointed by the Member and shall perform such duties as are prescribed by the Member. From time to time, the Member may appoint one or more Vice Presidents or such other officers as it may determine. Any two or more offices may be held by the same person.
4.4. l President . The President shall be the chief executive and chief operating officer of the Company and shall have responsibility for the general operation of the Company. He or she shall have the authority to sign, in the name and on behalf of the Company, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Company.

4.4.2 Vice-President . The Vice-Presidents, during the absence or disability or refusal to act of the President, shall perform the duties and exercise the powers of the President, and shall have the same power as the President to execute documents on behalf of the Company.
4.4.3 Secretary and Assistant Secretaries . The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the meetings of the Member or actions of the Member. He or she shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, and in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by the Member or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.
4.4.4 Treasurer and Assistant Treasurers . The Treasurer shall have custody of the Company funds and securities. He or she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member, taking proper vouchers for such disbursements, and shall surrender an account of all his or her transactions as Treasurer and the financial condition of the Company to the President or the Member as often as they require. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Member may from time to time prescribe. The Assistant Treasurers shall exercise the power of the Treasurer during that officer’s absence or inability or refusal to act.
4.5 Term of Office . The officers shall hold office at the discretion of the Member and any officer may be removed at any time with or without cause by the Member.
 
 	5.	CONTRIBUTIONS TO THE COMPANY	
5.1 Subsequent Contributions . The Member shall not be obligated to make any Capital Contributions to the Company.
5.2 Loans by Member . The Member may, but is not obligated to, loan to the Company such sums as the Member determines to be appropriate for the conduct of the Company’s business on such terms as the Member may determine.
 
 	6.	ALLOCATIONS AND DISTRIBUTIONS	
6.1 Allocations of Profits and Losses . All of the Net Profits and Net Losses of the Company for each fiscal year shall be allocated to the Member.
6.2 Distributions . Distributions shall be made to the Member at such time or times as the Member shall determine in its sole discretion.

6.3 Limitation upon Distributions .
6.3.1 No distribution or return of Capital Contributions may be made and paid if prohibited by Sections 18-607 or 18-804 of the Act.
 
 	7.	DISSOLUTION AND TERMINATION	
7.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:
7.1.1 the entry of a decree of judicial dissolution under the Act; or
7.1.2 by the written consent of the Member.
7.2 Winding Up, Liquidation and Distribution of Assets .
7.2.1 If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
 
 	(1)	sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and	
 
 	(2)	distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member.	
7.2.2 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
7.3 Articles of Dissolution . When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, articles of dissolution, as required by the Act, shall be executed and filed with the Delaware Secretary of State.
7.4 Effect of Filing of Articles of Dissolution . Upon the filing of articles of dissolution with the Delaware Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act.
The Member shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.
 
 	8.	MISCELLANEOUS PROVISIONS	
8.1 Choice of Law . This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules) and specifically the Act.

8.2 Amendments . This Operating Agreement may not be amended except in writing signed by the Member.
8.3 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
8.4 Severability . If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.
8.5 Successors and Assigns . Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
8.6 Creditors . None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member or any other third party.

JOINDER
The undersigned, by executing and delivering this Joinder, hereby accepts the assignment of a 100% membership interest in Cleveland Range, LLC (the “Company”) from Scotsman Group LLC and agrees to become a party to, to be bound by and to comply with the provisions of the Company’s Operating Agreement, dated September 29, 2002 (the “Agreement”), in the same manner as if the undersigned was an original signatory to the Agreement and to act as the sole member.
Accordingly, the undersigned has executed and delivered this Joinder as of the 29th day of September, 2008.

ENODIS GROUP HOLDINGS US, INC.	
			
	 	By:	 	/s/ Joel H. Horn	
	 	Name:	 	Joel H. Horn	
	 	Title:	 	Secretary	

Exhibit 3.11
CERTIFICATE OF FORMATION
OF
THE DELFIELD COMPANY LLC
1. The name of the limited liability company is:
THE DELFIELD COMPANY LLC
2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.
3. The effective date of this Certificate shall be September 30, 2006.

Exhibit 3.12
OPERATING AGREEMENT
OF
THE DELFIELD COMPANY LLC
This OPERATING AGREEMENT is made and entered into as of the 30th day of September 2006, by and between SCOTSMAN GROUP LLC. (the “Member”) and THE DELFIELD COMPANY LLC , (the “Company”).
WHEREAS , The Delfield Company, a Delaware corporation (the “Corporation”) was formed March 14, 1991; and
WHEREAS , the Company is a continuation of the Corporation pursuant to the conversion of the Corporation into the Company pursuant to a Certificate of Conversion and a Certificate of Formation filed effective September 30, 2006; and
WHEREAS , the Member has a 100% membership interest in the Company; and WHEREAS, the Member and the Company are hereby entering into this Operating Agreement to govern the Company.
NOW, THEREFORE , in consideration of the foregoing, the parties hereto agree as follows:
 
 	1.	DEFINITIONS	
The following terms used in this Operating Agreement shall have the following meanings:
1.1 “Act” shall mean the Delaware Limited Liability Company Act, as amended from time to time.
1.2 “Board” or “Board of Managers” shall mean the Managers designated pursuant to Section 4.1 of this Operating Agreement.
1.3 “Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member whenever made.
1.4 “Certificate of Formation” shall mean the Certificate of Formation of the Company as filed with the Secretary of State of Delaware on September 25, 2006, as amended from time to time.
1.5 “Company” shall refer to The Delfield Company LLC.
1.6 “Conversion Date” shall mean September 30, 2006.
1.7 “Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.

1.8 “Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.
1.9 “Manager” shall mean the persons designated as Managers pursuant to Section 4.1 of this Operating Agreement.
1.10 “Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of the fiscal year.
1.11 “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
1.12 “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
1.13 “Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expensed incident to the ownership or operation of the Company’s business.
 
 	2.	FORMATION OF THE COMPANY	
2.1 Formation . The Company has been organized as a Delaware limited liability company under and pursuant to the Act.
2.2. Name . The name of the Company is “The Delfield Company LLC.”
2.3 Principal Place of Business . The Company’s initial place of business shall be U.S. Highway 25E, Barbourville, KY 40906. The Company may locate its place of business and its registered office at any other place or places the Member may deem advisable.
2.4 Registered Office and Registered Agent . The Company’s initial registered office shall be at the office of the registered agent at 271 I Centerville Road, Suite 400, Wilmington, DE 19808, and the name of its initial registered agent shall be Corporation Service Company. The registered office and registered agent may be changed by the Member by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.
2.5 Term . The term of the Company commenced upon September 30, 2006 and shall continue in existence in perpetuity, or until the Company is dissolved pursuant to this Operating Agreement or the Act.
 
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2.6 Purpose . The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
2.7 Certificates . Irwin M. Shur is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” within the meaning of the Act.
 
 	3.	MEMBER	
3.1 Names and Addresses . Scotsman Group LLC is the sole Member of the Company.
3.2 Events of Bankruptcy . The Member shall not cease to be a member of the company upon the happening of any of the events listed in Section 18-304(a) or (b).
3.3 Membership Certificates . A Member’s membership interest in the Company shall be evidenced by one or more certificates.
 
 	4.	MANAGEMENT OF THE COMPANY	
4.1 Board of Managers . The business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers designated by the Member. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers. The initial number of Managers shall be three (3). Each Manager elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. The initial Managers designated by the Member are the directors of the Corporation immediately prior to the Conversion Date.
4.2 Powers . The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Board of Managers has the authority to bind the Company.
4.3 Meeting of the Board of Managers . The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.
 
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4.4 Quorum: Acts of the Board . At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Operating Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.
4.5 Electronic Communications . Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.
4.6 Committees of Managers .
4.6.1 The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
4.6.2 In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.
4.6.3 Any such committee, to the extent provided in the resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.7 Compensation of Managers; Expenses . The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each
 
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meeting of the Board or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
4.8 Removal of Managers . Unless otherwise restricted by law, any Manager or the entire Board of Managers may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.
4.9 Officers . The Board of Managers shall have authority to create offices and designate Persons to fill such offices. The initial officers of the Company shall be the officers of the Corporation immediately prior to the Conversion Date. The additional or successor officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Managers may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The officers of the Company shall hold office until removed by the Board or the Member or until their successors are chosen and qualified. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board or by the Member. Any vacancy occurring in any office of the Company shall be filled by the Board. The authority of the officers until changed by the Board shall be as follows:
4.9.1  President . The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law or this Operating Agreement to be otherwise signed and executed; (ii) where signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, and (iii) as otherwise permitted in Section 4.9.2.
4.9.2 Vice President . In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managers, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.9.3 Secretary and Assistant Secretary . The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall
 
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perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.9.4 Treasurer and Assistant Treasurer . The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.10 Limited Liability . Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.
 
 	5.	CONTRIBUTIONS TO THE COMPANY	
5.1 Contributions . The Member shall not be obligated to make any Capital Contributions to the Company.
5.2 Loans by Member. The Member may, but is not obligated to loan to the Company, such sums as the Member determines to be appropriate for the conduct of the Company’s business on such terms as the Member may determine.
 
 	6.	ALLOCATIONS AND DISTRIBUTIONS	
6.1 Allocations of Profits and Losses . All of the Net Profits and New Losses of the Company for each fiscal year shall be allocated to the Member.
6.2 Distributions . Distributions shall be made to the Member at such time or times as the Member shall determine in its sole discretion.
 
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6.3 Limitation upon Distributions .
6.3.1 No distributions or return of Capital Contributions may be made and paid if prohibited by Section 18-607 or 18-804 of the Act.
 
 	7.	DISSOLUTION AND TERMINATION	
7.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:
7.1.1 the entry of a decree of judicial dissolution under the Act; or
7.1.2 by the written consent of the Member.
7.2 Winding up, Liquidation and Distribution of Assets .
7.2.1 If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
 
 	(1)	sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and	
 
 	(2)	distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member.	
7.2.2 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
7.3 Articles of Dissolution . When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provision have been made therefore and all of the remaining property and assets of the Company have been distributed, articles of dissolution, as required by the Act, shall be executed and filed with the Delaware Secretary of State.
7.4 Effect of Filing Articles of Dissolution . Upon the filing of articles of dissolution with the Delaware Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.
 
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 	8.	MISCELLANEOUS PROVISIONS	
8.1 Choice of Law . This Operating Agreement, and its interpretation, shall he governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules) and specifically by the Act.
8.2 Amendments . This Operating Agreement may not be amended except in writing signed by the Member.
8.3 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
8.4 Severability . If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remain of this Operating Agreement and the application thereof shall both be affected and shall he enforceable to the fullest extent permitted by law.
8.5. Successors and Assigns . Each and all of the covenants, terms, provision and agreements herein contained shall he binding upon and insure to the benefit of the parties hereto and their respective successors and assigns.
 
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JOINDER
The undersigned, by executing and delivering this Joinder, hereby accepts the assignment of a 100% membership interest in The Delfield Company LLC (the Company”) from Scotsman Group LLC and agrees to become a party to, to be bound by and to comply with the provisions of the Company’s Operating Agreement, dated September 30, 2006, as amended (the “Agreement”), in the same manner as if the undersigned was an original signatory to the Agreement and to act as the sole member:
Accordingly, the undersigned has executed and delivered this Joinder as of the 29th day of September, 2008.

ENODIS GROUP HOLDINGS US, INC.	
			
	 	By:	 	/s/ Joel H. Horn	
	 	Name:	 	Joel H. Horn	
	 	Title:	 	Secretary	
 
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Exhibit 3.13
CERTIFICATE OF INCORPORATION
OF
ENODIS CORPORATION
FIRST: The name of the corporation (hereinafter called the “Corporation”) is Enodis Corporation.
SECOND: The registered office of the Corporation is to be located at 1013 Centre Road, in the City or Wilmington, in the County of New Castle, Delaware, 19805. The name of its registered agent at that address is Corporation Service Company. The name and mailing address of the sole incorporator is as follows:

Stephen M. Goldstein	  		  	Golenbock and Barell
645 Fifth Avenue
New York, New York 10022	
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is authorized to issue is one hundred shares of common stock and the par value of each of such shares is $.01. All such shares are to be of one class.
FIFTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
(1) The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by written ballot unless the by-laws so provide.
(2) The Board of Directors shall have powers without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.
(3) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the

Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.
SIXTH: The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of his fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the timing of such amendment, modification or repeal.
SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.
 
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Exhibit 3.14
BY-LAWS OF
ENODIS CORPORATION
[f/k/a/ Welbilt Corporation]
(the Surviving Corporation
of the merger between Churchill Acquisition
Corporation and Welbilt Corporation)
(hereinafter called the “Corporation”)
ARTICLE I:
OFFICES
Section 1. Registered Office . The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.
ARTICLE II:
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings . The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may

properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 3. Special Meetings . Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, or (ii) the President, (iii) any Vice President, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.
Section 4. Quorum . Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than
 
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thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.
Section 5. Voting . Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.
Section 6. Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
Section 7. List of Stockholders Entitled to Vote . The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at
 
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least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.
Section 8. Stock Ledger . The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
ARTICLE III:
DIRECTORS
Section 1. Number and Election of Directors . The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.
 
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Section 2. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 3. Duties and Powers . The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Section 4. Meetings . The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President, or any two directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
Section 5. Quorum . Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be
 
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present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Actions of Board . Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Section 7. Meetings by Means of Conference Telephone . Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.
Section 8. Committees . The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from
 
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voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.
Section 9. Compensation . The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
Section 10. Interested Directors . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested
 
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directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
 
ARTICLE IV: 
OFFICERS
Section 1. General . The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.
Section 2. Election . The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be
 
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removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.
Section 3. Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.
Section 4. Chairman of the Board of Directors . The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.
 
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Section 5. President . The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers from time to time may be assigned to him by these By-Laws or by the Board of Directors.
Section 6. Vice Presidents . At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer
 
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of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Section 7. Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Section 8. Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may
 
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be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 9. Assistant Secretaries . Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.
Section 10. Assistant Treasurers . Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or
 
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sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 11. Other Officers . Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
ARTICLE V:
STOCK
Section 1. Form of Certificates . Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.
Section 2. Signatures . Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
 
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Section 3. Lost Certificates . The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers . Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.
Section 5. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
 
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Section 6. Beneficial Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
ARTICLE VI:
NOTICES
Section 1. Notices . Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.
Section 2. Waivers of Notice . Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
 
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ARTICLE VII: 
GENERAL PROVISION S
Section 1. Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 4. Corporate Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or a fixed or reproduced or otherwise.
ARTICLE VIII: 
INDEMNIFICATION
Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation . Subject to Section 3 of this Article VIII,
 
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the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation . Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against
 
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expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 3. Authorization of Indemnification . Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholder. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.
 
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Section 4. Good Faith Defined . For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.
Section 5. Indemnification by a Court . Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case
 
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may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director, officer, employee or agent seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director, officer, employee or agent seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.
Section 6. Expenses Payable in Advance . Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.
Section 7. Nonexclusivity of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.
 
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Section 8. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.
Section 9. Certain Definitions . For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer,
 
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employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.
Section 10. Survival of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 11. Limitation on Indemnification . Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 hereof), the Corporation shall not be obligated to indemnify any director, officer, employee or agent in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Section 12. Indemnification of Employees and Agents . The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.
 
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ARTICLE IX: 
AMENDMENTS
Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.
Section 2. Entire Board of Directors . As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.
 
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Exhibit 3.15
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENODIS GROUP HOLDINGS US, INC.
First . The name of the Corporation is ENODIS GROUP HOLDINGS US, INC. (the “Corporation”).
Second . The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, Wilmington, DE 19805, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
Third . The purpose of the Corporation is to engage in any lawful act or activity which corporations may be organized under the General Corporation Law at the State of Delaware.
Fourth . The total number of shares of stock which the Corporation is authorized to issue is one thousand (1,000) shares of Common Stock, par value one cent ($.01) per share.
Fifth . Unless and to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
Sixth . In furtherance and not in limitation of the powers conferred by the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation shall be authorized to make, alter, or repeal the By-Laws of the Corporation as and to the extent permitted therein.
Seventh . No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as then in effect. Any repeal or modification of this Article Eighth shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Exhibit 3.16
ENODIS GROUP HOLDINGS US, INC.
BY-LAWS
OF
f/k/a
SCOTSMAN INDUSTRIES, INC.
(AS AMENDED, JUNE 21, 1991)
ARTICLE I
STOCKHOLDERS
Section 1. The annual meeting of stockholders of the Corporation shall be held on such date, and at such time and at such place within or without the State of Delaware, as may be fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.
Section 2. (a) Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (“Preferred Stock”), any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Subject to the rights of the holders of any class or series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board (as such term is defined in Article EIGHTH of the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”)).
(b) Special meetings of the stockholders may be held at such time and at such place within or without the State of Delaware, as may be stated in the call.
Section 3. Notice of the time and place of every meeting of stockholders shall be delivered personally or mailed at least ten days and not more than sixty days prior thereto to each stockholder of record entitled to vote at his address as it appears on the records of the Corporation. Such further notice shall be given as may be required by law. Business transacted at any special meeting shall be confined to the purpose or purposes stated in the notice of such special meeting. Meetings may be held without notice if all stockholders entitled to vote are present or if notice is waived by those not present.
Section 4. Except as otherwise provided by law or by the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. The chairman of the meeting or the holders of record of a majority of such shares so present or represented may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings need be given except as required by law.

Section 5. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, except as otherwise set forth in any Preferred Stock Designation (as defined in Article FOURTH of the certificate of Incorporation) with respect to the right of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances, a plurality of the votes cast thereat shall elect. Except as otherwise provided by law, the Certificate of Incorporation, any Preferred Stock Designation, the By-Laws of the corporation or resolution adopted by the Whole Board, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast with respect thereto.
Section 6. (a) At any annual meeting of the stockholders, nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders shall be brought before the annual meeting (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 6(a), who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 6(a). For nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to or mailed to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public or other announcement of an adjournment of an annual meeting or the adjournment thereof commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth (a) as to each person whom such stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14A-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business such stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the Corporation’s books, and the name and
 
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address of such beneficial owner and (ii) the class and number of shares of the Corporation’s capital stock that are owned beneficially and of record by such stockholder and such beneficial owner.
Notwithstanding anything in the third sentence of the preceding paragraph of this Section 6 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 6 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.
(b) At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors of the Corporation may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 6, who is entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 6. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice required by Section 6(a) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public or other announcement of an adjournment of a special meeting or the adjournment thereof commence a new time period for the giving of a stockholder’s notice as described above.
(c) (i) Notwithstanding anything in the By-Laws to the contrary, only such persons who are nominated in accordance with the procedures set forth in this Section 6 shall be eligible for election as directors and only such business shall be brought before or conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 6. The officer of the Corporation or other person presiding over the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made, or other business was not brought before the meeting, in accordance with the provisions of this Section 6 and, if he should so determine, he shall so declare to the meeting and any such defective nomination or other business so determined to be not properly brought before the meeting shall be disregarded.
 
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(ii) For purposes of this Section 6, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this Section 6, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 6. Nothing in this Section 6 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any class or series of Preferred Stock to elect directors under specified circumstances.
Section 7. There shall be appointed, for all meetings of the stockholders, two inspectors of the vote. Such inspectors shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability. Unless appointed in advance of any such meeting by the Board of Directors, such inspectors shall be appointed for the meeting by the person presiding thereat. No director or candidate for the office of director shall be appointed as such inspector. Such inspectors shall be responsible for tallying and certifying the vote taken on any matter at each meeting which is required to be tallied and certified by them in the resolution of the Board of Directors appointing them or the appointment of the person presiding at such meeting, as the case may be.
ARTICLE II
DIRECTORS
Section 1. (a) Subject to the rights of the holders of any class or series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any class or series of Preferred Stock, shall be divided, with respect to the time for which they severally hold office, into three classes, with the term of office of the first class to expire at the 1990 annual meeting of stockholders, the term of office of the second class to expire at the 1991 annual meeting of stockholders and the term of office of the third class to expire at the 1992 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 1990 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified and (ii), if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors regardless of how such vacancy shall have been created.
(b) A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.
 
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(c) Subject to the rights of the holders of any class or series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.
(d) Subject to the rights of the holders of any class or series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote by the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class.
Section 2. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by, or determined in the manner provided by, resolution of the Board, or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by, or determined in the manner provided by, resolution of the Board, and special meetings may be held at any time upon the call of the Executive Committee or the Chairman of the Board of Directors by oral, telegraphic or written notice, duly served on or sent or mailed to each director not less than two days before such meeting. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting was held. Notice need not be given of regular meetings of the Board held at times and places fixed by resolution of the Board. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing, either before or after such meeting.
Section 3. The Board of Directors may, in its discretion, by resolution passed by a majority of the Whole Board, designate an Executive Committee to consist of the Chairman of the Board of Directors and such number of other directors as the Board may from time to time determine (such number of other directors to be not less than two), which Committee, to the extent provided in said resolution, shall have, and may exercise, when the Board is not in session, the powers of the Board in the management of the business and affairs of the Corporation, except the power to change the membership or to fill vacancies in the Board or said Committee. The board shall have the power at any time to change the membership of said Committee (subject to the requirement that the Chairman of the Board be a member thereof), to fill vacancies in it, or to dissolve it. The Executive Committee may make rules for the conduct of its business and may appoint such committees and assistants as it shall from time to time deem necessary.
 
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Section 4. The Board of Directors may from time to time, in its discretion, by resolution passed by a majority of the Whole Board, designate, and appoint, from the directors, other committees of one or more persons which shall have and may exercise such lawfully delegable powers and duties conferred or authorized by the resolutions of designation and appointment. The Board shall have power at any time to change the members of any such committee, to fill vacancies, and to discharge any such committee.
Section 5. Unless the Board shall provide otherwise, the presence of one-half of the total membership of any committee of the Board shall constitute a quorum for the transaction of business at any meeting of such committee and the act of a majority of those present shall be necessary and sufficient for the taking of any action thereat.
Section 6. The Executive Committee, and any other committee so designated if the resolution which designates such committee or a supplemental resolution of the Board shall so provide, may exercise the power and authority of the Board to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law.
ARTICLE III
OFFICERS
Section 1. The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairman of the Board of Directors and a secretary and from time to time may choose such other officers (including, without limitation, a President) as it may deem proper. The Chairman of the Board of Directors shall be chosen from the directors.
Section 2. The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the members of the Whole Board.
Section 3. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this ARTICLE III. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.
Section 4. The Chairman of the Board of Directors shall preside at all meetings of stockholders and of the Board. He shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.
The President shall be the Chief Executive Officer of the Corporation and, subject to the Board of Directors, shall have general management and oversight of the administration and operation of the Corporation’s business and general supervision of its policies and affairs. During the absence or disability of the Chairman of the Board of Directors, the President shall have and exercise all the powers of the Chairman of the Board of Directors.
 
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Each meeting of the stockholders and of the Board of Directors shall be presided over by the Chairman of the Board of Directors or, in his absence, the President, or, in his absence, by such officer as has been designated by the Board of Directors or, in his absence, by such officer or other person as is chosen at the meeting. The Secretary or, in his absence, the General Counsel of the Corporation or such officer as has been designated by the Board of Directors or, in his absence, such officer or other person as is chosen by the person presiding, shall act as secretary of each such meeting.
ARTICLE IV
CERTIFICATES OF STOCK
The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.
The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
ARTICLE V
CHECKS, NOTES, ETC,
All checks on the Corporation’s bank accounts and all drafts, bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such person or persons as shall be thereunto authorized from time to time by the Board of Directors or by the committee or officer or officers of the Corporation to whom the Board shall have delegated the power to authorize such signing; provided , however , that the signature of any person, so authorized on checks and drafts drawn on the Corporation’s dividend and special accounts may be in facsimile if the Board of Directors or the committee or officer or officers, whichever shall have authorized such person to sign such checks or drafts, shall have authorized such person to sign in facsimile; and provided further that in case notes or other instruments for the payment of money (other than notes, bonds or debentures issued under a trust instrument of the Corporation) are required to be signed by two persons, the signature thereon of only one of the persons signing any such note or other instrument may be in facsimile, and that in the case of notes, bonds or debentures issued under a trust instrument of the Corporation and required to be signed by two officers of the Corporation, the signatures of both such officers may be in facsimile if specifically authorized and directed by the Board of
 
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Directors of the Corporation and if such notes, bonds or debentures are required to be authenticated by a corporate trustee which is a party to the trust instrument; and provided further that in case any person or persons who shall have signed any such note or other instrument, either manually or in facsimile, shall have ceased to be a person or persons so authorized to sign any such note or other instrument, whether because of death or by reason of any other fact or circumstance, before such note or other instrument shall have been delivered by the Corporation, such note or other instrument may, nevertheless, be adopted by the Corporation and be issued and delivered as though the person or persons who so signed such note or other instrument had not ceased to be such a person or persons.
ARTICLE VI
OFFICES
The Corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the directors.
ARTICLE VII
AMENDMENTS
These By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting or, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting; provided , however , that with respect to any alteration, amendment or repeal of any provision of these By-Laws by the stockholders, notwithstanding any other provisions of these By-Laws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, the Certificate of Incorporation, any Preferred Stock Designation or these By-Laws, the affirmative vote of the holders of at least eighty (80%) percent of the voting power of all the then-outstanding shares of the Voting Stock voting together as a single class, shall be required for such an alteration, amendment or repeal by the stockholders.
ARTICLE VIII
EMERGENCY PROVISIONS
During any emergency resulting from an attack on the United States or on a locality in which the Corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors of the Corporation or of the Executive committee of the Board of Directors cannot readily be convened for action, the following provisions shall apply, notwithstanding any other provisions of the By-Laws of the corporation:
(1) An emergency meeting or meetings of the Board of Directors or of the surviving members thereof shall be called by the Chairman of the Board, if available, or, if he is not available, the Chairman of the Executive Committee, or, if he is not available, by any other director or directors; any such meeting to be held at such time and place and upon such notice, if any, as the person or persons calling the meeting shall deem proper. The Board may take any action at any such meeting which it deems necessary and appropriate to meet the emergency.
 
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(2) Vacancies in the Board of Directors shall be filled as soon as practicable in the manner specified in Section 1 of ARTICLE II of these By-Laws. In filling vacancies, consideration shall be given to senior officers of the Corporation.
(3) The presence of the smallest number of directors permitted by law to constitute a quorum, but not less than three, shall be sufficient for the transaction of business at emergency meetings of the Board of Directors, except that if there are less than three surviving directors, the surviving director or directors, although less than a quorum, may fill vacancies in the Board.
(4) The By-Laws may be amended by the Board of Directors without notice of the proposed amendment being given in the notice of the meeting.
(5) Without limiting the generality of the foregoing, the Board of Directors is authorized to make all necessary determinations of fact regarding the extent and severity of the emergency and the availability of members of the Board of Directors; to designate and replace officers, agents and a chairman, adopt rules of procedures and fill vacancies.
(6) The emergency powers provided in this ARTICLE VIII shall be in addition to any powers provided by law.
 
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Exhibit 3.17
C ERTIFICATE O F I NCORPORATION
O F
E NODIS H OLDINGS , I NC .
FIRST: The name of the Corporation is:
ENODIS HOLDINGS, INC.
SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is three thousand (3,000) shares of Common Stock, par value $.01 per share.
FIFTH: The name and address of the sole incorporator is as follows:

NAME	  	ADDRESS	
		
Ralph D. Mosley, Jr.	  	405 Lexington Avenue
New York, New York 10174	
SIXTH: Unless required by law or determined by the chairman of the meeting to be advisable, the vote by stockholders on any matter, including the election of directors, need not be by written ballot.
SEVENTH: The Corporation reserves the right to increase or decrease its authorized capital stock, or any class or series thereof, and to reclassify the same, and to amend, alter, change or repeal any provision contained in the Certificate of Incorporation under which the Corporation is organized or in any amendment thereto, in the manner now or hereafter prescribed by law, and all rights conferred upon stockholders in said Certificate of Incorporation or any amendment thereto are granted subject to the aforementioned reservation.
EIGHTH: The Board of Directors shall have the power at any time, and from time to time, to adopt, amend and repeal any and all By-Laws of the Corporation.
NINTH: 1. Indemnification
The Corporation shall, and does hereby, indemnify to the fullest extent permitted or authorized by the Delaware General Corporation Law or judicial or administrative decisions, as the same exists or may hereafter be amended or interpreted differently in the future (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than permitted

prior thereto), each person (including the current and future heirs, beneficiaries, personal representatives and estate of such person) who was or is a party, or is threatened to be made a party, or was or is a witness, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) and whether the basis of such Proceeding is an allegation of an action in an official capacity of such person related to the Corporation or any other capacity while such person is serving as an officer, director, employee or agent of the Corporation, against any liability (which for purposes of this Article shall include any judgment, settlement, penalty or fine) or cost, charge or expense (including attorneys’ fees) asserted against him or incurred by him by reason of the fact that such indemnified person (1) is or was a director, officer or employee of the Corporation or (2) is or was an agent of the Corporation as to whom the Corporation, by action of its Board of Directors, has agreed to grant such indemnity or (3) is or was serving, at the request of the Corporation, as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of any employee benefit plan) or (4) is or was serving as an agent of such other corporation, partnership, joint venture, trust or other enterprise described in clause (3) hereof as to whom the Corporation, by action of its Board of Directors, has agreed to grant such indemnity. Each director, officer, employee or agent of the Corporation to whom indemnification rights under this Section 1 of this Article have been granted shall be referred to as an “Indemnified Person.”
Notwithstanding the foregoing, except as specified in Section 3 of this Article, the Corporation shall not be required to indemnify an Indemnified Person in connection with a Proceeding (or any part thereof) initiated by such Indemnified Person unless such authorization for such Proceeding (or any part thereof) was not denied by the Board of Directors of the Corporation prior to sixty (60) days after receipt of notice thereof from such Indemnified Person stating his intent to initiate such Proceeding and only upon such terms and conditions as the Board of Directors may deem appropriate.
2. Advance of Costs, Charges and Expenses
Costs, charges and expenses (including attorneys’ fees) incurred by an officer, director, employee or agent who is an Indemnified Person in defending a Proceeding shall be paid by the Corporation to the fullest extent permitted or authorized by the Delaware General Corporation Law or judicial or administrative decisions, as the same exists or may hereafter be amended or interpreted differently in the future (but, in the case of any such future amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader rights to advance costs, charges and expenses than permitted prior thereto), in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision that such person is not entitled to be indemnified by the Corporation as authorized in this Article and upon such other terms and conditions, in the case of an agent as to whom the Corporation has agreed to grant such indemnity, as the Board of Directors may deem appropriate. The Corporation may, upon approval of the Indemnified Person, authorize the Corporation’s counsel to represent such person in any Proceeding, whether or not the Corporation is a party to such Proceeding. Such authorization may be made by the Board of Directors by majority vote, including directors who are parties to such Proceeding.
 
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3. Procedure for Indemnification
Any indemnification or advance under this Article shall be made promptly and in any event within sixty (60) days upon the written request of the Indemnified Person (except in the case of a claim for an advancement of costs, charges or expenses, in which case the applicable period shall be twenty (20) days). The right to indemnification or advances as granted by this Article shall be enforceable by the Indemnified Person in any court of competent jurisdiction if the Corporation denies such request under this Article, in whole or in part, or if no disposition thereof is made within sixty (60) days or twenty (20) days, as may be applicable. Such Indemnified Person’s costs and expenses incurred in connection with successfully establishing his right to indemnification or advancement of costs, charges or expenses, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standard of conduct, if any, required by the Delaware General Corporation Law or judicial or administrative decisions, as the same exists or may hereafter be amended or interpreted differently in the future (but, in the case of any such future amendment or interpretation, only to the extent that such amendment or interpretation does not impose a more stringent standard of conduct than permitted prior thereto), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant or advancement for the claimant is proper in the circumstances because he has met the applicable standard of conduct, if any, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any committee thereof, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
4. Non-Exclusivity; Survival of Indemnification
The indemnification and advancement provided by this Article shall not be deemed exclusive of any other rights to which those Indemnified Persons may be entitled under any agreement, vote of stockholders or disinterested directors or recommendation of counsel or otherwise, both as to actions in such person’s official capacity and as to actions in any other capacity while holding such office or position, and shall continue as to an Indemnified Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, beneficiaries, personal representatives and the estate of such person. All rights to indemnification and advancement under this Article shall be deemed to be a contract between the Corporation and each Indemnified Person who serves or served in such capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification of such Indemnified Person, or the obligations of the Corporation arising hereunder, for claims relating to matters occurring prior to such repeal or modification.
 
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5. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including serving as a fiduciary of an employee benefit plan) against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article or the applicable provisions of the Delaware General Corporation Law.
6. Savings Clause
If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance costs to each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any Proceeding, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and as permitted by the Delaware General Corporation Law.
TENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for any monetary damages for breaches of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation Law of the State of Delaware; or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or amendment of this Article shall adversely affect any rights of any person pursuant to this Article which existed at the time of such repeal or amendment with respect to acts or omissions occurring prior to such repeal or amendment.
ELEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation as the case may be, and also on this Corporation.
 
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Exhibit 3.18
BY-LAWS
OF
ENODIS HOLDINGS, INC.
(Formed under the laws of the State of Delaware)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting . A meeting of the stockholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors.
Section 2. Special Meetings . Special meetings of the stockholders may be called by the Board of Directors or by an officer or director of the Corporation acting together with another officer or director of the Corporation.
Section 3. Place of Meetings . Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principle office of the Corporation.
Section 4. Notice of Meetings . Notice of each meeting of stockholders shall be given in writing and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which would, if taken, entitle objecting stockholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.
 
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A copy of the notice of each meeting shall be given, personally, by first class mail, facsimile or electronic transmission, not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States or Canadian mail, with postage thereon prepaid, or personally delivered or when sent by facsimile or electronic transmission directed to the stockholder at his address as it appears on the record of stockholders. In the event of a change of address, he shall file with the Secretary of the Corporation a written request that his address be changed in the records of the Corporation, in which event notices to him shall be directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, or if the adjourned meeting is more than 30 days after the adjournment, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under the preceding paragraphs of this Section 4.
Section 5. Waiver of Notice . Notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
 
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Section 6. Inspectors of Election . The Board of Directors, in advance of any stockholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders’ meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
Section 7. List of Stockholders at Meetings . A list of stockholders as of the record date, certified by the Secretary or Assistant Secretary or by a transfer agent, shall be prepared at least 10 days prior to each meeting. Such list shall be open to the examination of any stockholder for purposes germane to the meeting and may be inspected by any stockholder who
 
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is present. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.
Section 8. Qualification of Voters . Unless otherwise provided in the certificate of incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for every share standing in his name on the record of stockholders.
Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, conservator, committee, trustee or other fiduciary, may be voted by him, either in person or by proxy, without transfer of such shares into his name.
Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the by-laws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.
A stockholder shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law.
Section 9. Quorum of Stockholders . A quorum for a meeting of stockholders for the transaction of any business shall require stockholders holding a majority of the outstanding shares of capital stock entitled to vote at such meeting to be present in person, or represented by valid proxy.
 
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When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
The stockholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
Section 10. Proxies . Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.
Except as otherwise required by applicable law, the authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the stockholder who executed the proxy unless before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Section 11. Vote or Consent of Stockholders . Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders, it shall, except as otherwise required by law or Section 12 hereof, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
 
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Whenever stockholders are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice, and without a vote, on written consent, setting forth the action so taken, signed by the holders of all shares of outstanding stock entitled to vote thereon. Written consent thus given by such holders so entitled to vote shall have the same effect as a vote of stockholders at a meeting duly called and held.
Section 12. Fixing Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.
When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors . The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least 18 years of age.
 
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Section 2. Number of Directors . The number of directors constituting the entire Board of Directors shall be not less than one nor more than ten as such number is fixed from time to time by the Board of Directors in accordance with these By-laws. Initially, the number of directors constituting the entire Board of Directors shall be two (2). In case of any increase in the number of directors constituting the entire Board of Directors, the Board shall have power to elect each additional director to hold office until the next annual meeting of stockholders and until his successor is elected and qualified or his earlier resignation or removal. Any decrease in the number of directors shall take effect at the time of such action by the Board only to the extent that vacancies then exist; to the extent that such decrease exceeds the number of such vacancies, the decrease shall not become effective, except as further vacancies may thereafter occur, until the time of and in connection with the election of directors at the next succeeding annual meeting of the stockholders.
Section 3. Election and Term of Directors . At each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualify or until their respective deaths, resignations or removals in the manner hereinafter provided.
If the office of any director becomes vacant, by reason of death, resignation, disqualification or otherwise, a majority of the directors then in office, although less than a quorum, may fill the vacancy by electing a successor who shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified or his earlier resignation or removal.
Section 4. Quorum of Directors and Action by the Board . A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided by these by-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
 
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Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 5. Meetings of the Board . Regular meetings of the Board shall be held at least eight (8) times a year at such times as may be fixed by the unanimous consent of the Board and otherwise at the principal office of the Corporation. Special meetings of the Board may be held at any time upon the call of the President or by the Board of Directors.
Special meetings of the Board of Directors shall be held at such places as may fixed in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation.
Notice of each meeting of the Board shall be given to each director at least three (3) days prior to the meeting, notice shall be given by mail, by telegram, overnight delivery service, facsimile transmission or electronic mail. Notices are deemed to have been given: by mail, three business days after deposit in the United States mail; by telegram at the time of filing; by messenger, facsimile transmission or electronic transmission at the time of delivery, if the same be a business day and if not a business day, then on the next business day. Notices by mail, telegram, messenger, facsimile or electronic transmission shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.
 
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Notice of a meeting of the Board of Directors need not to be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
A notice of meeting must specify the purpose of any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
Section 6. Resignations . Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal of Directors . Any or all of the directors may be removed with or without cause by vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Section 8. Executive and other Committees of Directors . The Board of Directors, by resolution duly adopted, may designate from among its members an executive committee and other committees each consisting of one or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:
(1) Approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted for approval, or
(2) Adopting, amending or repealing any by-law of the Corporation.
 
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The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of Directors.
Section 9. Compensation of Directors . Directors shall receive such compensation for their services as may be authorized by resolution of the Board of directors. Nothing herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE III
OFFICERS
Section 1. Officers . The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President and a Secretary and from time to time may elect or appoint one or more Vice Presidents or such other officers as it may determine. Any two or more offices may be held by the same person.
 
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Section 2. Other Officers . The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 3. Compensation . The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Term of Office and Removal . Unless earlier removed my the Board of Directors, each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of stockholders. Any officer may be removed by the Board, with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
Section 5. Power and Duties .
(a) President : The President shall be the Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also preside at all meetings of the stockholders and, if also a Director, meetings of the Board of Directors.
He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall perform such other duties and have such other responsibilities as may be given from time to time by the Board of Directors or the By-laws of the Corporation.
 
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(b) Vice-Presidents : The Vice-Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
(c) Secretary and Assistant Secretaries : The Secretary, unless otherwise determined by the Board of Directors, shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the Corporation and he or she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the
 
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event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
(d) Treasurer and Assistant Treasurers : The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or of there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
 
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Section 6. Books to be Kept . The Corporation shall keep (a) correct and complete books and records of account, (b) minutes of the proceedings of the stockholders, Board of Directors and any committees of directors, and (c) a current list of the directors and officers and their residence addresses; and the Corporation shall also keep at its office or at the office of its transfer agent or registrar if any, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.
Section 7. Checks, Notes, etc . All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
 
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ARTICLE IV
FORMS OF CERTIFICATES AND LOSS AND
TRANSFER OF SHARES
Section 1. Forms of Share Certificates . The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face thereof:
(1) That the Corporation is formed under the laws of the State of Delaware;
 
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(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.
Section 2. Transfers   of   Shares . Shares of the Corporation shall be transferable on the record of stockholders upon presentment to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.
Section 3. Lost, Stolen or Destroyed Share Certificates . No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors, upon:
(1) Production of evidence of loss, destruction or wrongful taking;
(2) Delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;
(3) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and
(4) Compliance with such other reasonable requirements as may be imposed.
 
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ARTICLE V
OTHER MATTERS
Section 1.  Corporate Seal . The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 2. Fiscal Year . The fiscal year of the Corporation shall be the same fiscal year as the fiscal year of the sole stockholder of the Corporation or such other period as may be fixed by the Board of Directors.
Section 3. Amendments . By-laws of the Corporation may be adopted, amended or repealed and any new by-laws may be adopted by the stockholders or by the Board of Directors.
 
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Exhibit 3.19
CERTIFICATE OF INCORPORATION
OF
ENODIS TECHNOLOGY CENTER, INC.
The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the “Corporation”) is Enodis Technology Center, Inc.
SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, in the County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 200 shares without par value all of which are the same class and all of which are designated as common shares.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME:	  	MAILING ADDRESS	
		
Adrian F. Roscher	  	Golenbock and Barell
645 Fifth Avenue
New York, New York 10022	
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter, or repeal the by-laws, and to adopt any new by-law, of the corporation.
NINTH: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.

Exhibit 3.20
ENODIS TECHNOLOGY CENTER, INC.
BY-LAWS
OF
WELBILT TECHNOLOGY CENTER, INC.
(Formed under the laws of the State of Delaware)

ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting . A meeting of the stockholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors.
Section 2. Special Meetings . Special meetings of the stockholders may be called by the Board of Directors or by the Chairman of the Board or the President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting.
Section 3. Place of Meetings . Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the office of the Corporation in the State of Delaware.
Section 4. Notice of Meetings . Notice of each meeting of stockholders shall be given in writing and shall state the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

If, at any meeting, action is proposed to be taken which would, if taken, entitle objecting stockholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by first class mail, not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the stockholder at his address as it appears on the record of stockholders. In the event of a change of address, he shall file with the Secretary of the Corporation a written request that his address be changed in the records of the Corporation, in which event notices to him shall be directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, or if the adjourned meeting is more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under the preceding paragraphs of this Section 4.
Section 5. Waiver of Notice . Notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
 
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Section 6. Inspectors of Election . The Board of Directors, in advance of any stockholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders’ meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
Section 7. List of Stockholders at Meetings . A list of stockholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be prepared at least 10 days prior to each meeting. Such list shall be open to the examination of any stockholder for purposes germane to the meeting and may be inspected by any stockholder who is present. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be
 
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produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.
Section 8. Qualification of Voters . Unless otherwise provided in the certificate of incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for every share standing in his name on the record of stockholders.
Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, conservator, committee, trustee or other fiduciary, may be voted by him, either in person or by proxy, without transfer of such shares into his name.
Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the by-laws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.
A stockholder shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law.
Section 9. Quorum of Stockholders . The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of stockholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.
 
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When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
The stockholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
Section 10. Proxies . Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.
Except as otherwise required by applicable law, the authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the stockholder who executed the proxy unless before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Section 11. Vote or Consent of Stockholders . Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.
Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
 
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Whenever stockholders are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice, and without a vote, on written consent, setting forth the action so taken, signed by the holders of outstanding stock having not less than the minimum numbers of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written consent thus given by such holders so entitled to vote shall have the same effect as a vote of stockholders at a meeting duly called and held. Prompt notice of the taking of such action without a meeting by less than the unanimous consent of all stockholders shall be given to those stockholders who did not consent in writing.
Section 12. Fixing Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.
When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
 
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ARTICLE II
BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors . The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least 18 years of age.
Section 2. Number of Directors . The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be                     .
Section 3. Election and Term of Directors . At each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualify or until their respective deaths, resignations or removals in the manner hereinafter provided.
Section 4. Quorum of Directors and Action by the Board . A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided by these by-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
 
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Section 5. Meetings of the Board . An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of stockholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.
Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the office of the Corporation.
No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Eastern time, on the third day prior to the meeting or by telegram, written message or orally to the director not later than noon, Eastern time, on the day prior to the meeting. Notices are deemed to have been given: by mail, when deposited in the United States mail; by telegram at the time of filing; and by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for the purpose, or, if none has been so designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not to be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.
 
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A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
Section 6. Resignations . Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal of Directors . Any or all of the directors may be removed with or without cause by vote of the stockholders.
Section 8. Newly Created Directorships and Vacancies . Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by stockholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by stockholders shall be filled by the stockholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Section 9. Executive and other Committees of Directors . The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of one or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:
(1) The submission to stockholders of any action that needs stockholders’ approval;
 
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(2) The amendment of the Certificate of Incorporation;
(3) The filling of vacancies in the Board or in any committee;
(4) The fixing of compensation of the directors for serving on the Board or on any committee;
(5) The amendment or repeal of the by-laws, or the adoption of new by-laws;
(6) The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable; or
(7) The removal or indemnification of directors; or unless the resolution, these by-laws or the Certificate of Incorporation otherwise provide:
(8) The declaration of a dividend;
(9) The issuance of stock; or
(10) The adoption of a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law.
The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
 
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Each such committee shall serve at the pleasure of the Board of Directors.
Section 10. Compensation of Directors . The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.
ARTICLE III
OFFICERS
Section 1. Officers . The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect Chairman of the Board, a President, a Secretary and a Treasurer, and from time to time may elect or appoint one or more Vice Presidents or such other officers at it may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect such additional Vice-Presidents, one or more Assistant Secretaries and Assistant Treasurers.
Section 2. Other Officers . The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 3. Compensation . The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Term of Office and Removal . Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of stockholders. Any officer may be removed by the Board, with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
 
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Section 5. Powers and Duties .
(a) Chairman of the Board : The Chairman of the Board shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors and of the Stockholders. He shall counsel freely with the President and shall share with the President in general supervision of all of the business and affairs of the Corporation and shall exercise such other powers as may be given from time to time by the Board of Directors or by the By-Laws of the Corporation.
(b) President : The President shall be the chief operating officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
(c) Vice-Presidents : The Vice-Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
(d) Secretary and Assistant Secretaries : The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be
 
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prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
(e) Treasurer and Assistant Treasurers : The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his
 
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office and for the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 6. Books to be Kept . The Corporation shall keep (a) correct and complete books and records of account, (b) minutes of the proceedings of the stockholders, Board of Directors and any committees of directors, and (c) a current list of the directors and officers and their residence addresses; and the Corporation shall also keep at its office or at the office of its transfer agent or registrar if any, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as confer red by statute or as so authorized by the Board.
Section 7. Checks, Notes, etc . All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
 
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ARTICLE IV
FORMS OF CERTIFICATES AND LOSS AND
TRANSFER OF SHARES
Section 1. Forms of Share Certificates . The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chairman of the Board, the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is counter signed by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.
 
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Each certificate representing shares shall state upon the face thereof:
(1) That the Corporation is formed under the laws of the State of Delaware;
(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.
Section 2. Transfers of Shares . Shares of the Corporation shall be transferable on the record of stockholders upon presentment to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.
Section 3. Lost, Stolen or Destroyed Share Certificates . No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors, upon:
(1) Production of evidence of loss, destruction or wrongful taking;
(2) Delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;
(3) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and
(4) Compliance with such other reasonable requirements as may be imposed.
 
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ARTICLE V
OTHER MATTERS
Section 1. Corporate Seal . The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 2. Fiscal Year . The fiscal year of the Corporation shall be the 12 months ending on the last Saturday in December of each calendar year or such other period as may be fixed by the Board of Directors.
Section 3. Amendments . By-laws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon as hereinabove provided.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
 
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Exhibit 3.21
ARTICLES OF ORGANIZATION
OF
FRYMASTER L.L.C.
The undersigned, acting pursuant to the Limited Liability Company Law of Louisiana (as amended from time to time or any successor statute, the “Act”), adopts the following Articles of Organization.
ARTICLE I
Name
The name of this Limited Liability Company (hereinafter, the “LLC”) shall be:
FRYMASTER L.L.C.
ARTICLE II
Purpose
The purpose of the LLC shall be to engage in any lawful activity for which limited liability companies may be formed under the Act.
ARTICLE III
Management
The LLC shall be managed by managers consisting of (a) a board of directors elected annually by the members and (b) officers appointed by the members all as provided in the operating agreement of the LLC. The vote, consent or approval of the members, shall not be required for (a) the incurrence of any indebtedness by the LLC, (b) the sale, exchange, lease, or other transfer of assets, including immovable and other real property, involving less than all or substantially all of the assets of the LLC or (c) any mortgage, pledge or other security transaction, all of which may be authorized by the board of directors and officers as provided in the operating agreement of the LLC.
Persons dealing with the LLC may rely upon a certificate of the secretary of the LLC to establish the membership of any member, the authenticity of any records of the LLC or the authority of any person to act on behalf of the LLC.
ARTICLE IV
Term
The LLC shall have perpetual existence. The LLC shall be dissolved only upon the approval of the holders of two-thirds of the outstanding Shares (as defined below).

ARTICLE V
Membership Interests
The membership interests (as defined in the Act) of the members of the LLC shall be divided into and consist of 1,000 shares (“Shares”). Each Share shall be in all respects equal to every other Share and shall be entitled to one vote on all matters for which members are entitled to vote. The rights represented by the Shares shall include (a) the right to receive dividends and other distributions, including liquidating distributions, from the LLC and (b) all other rights, benefits and privileges enjoyed by the members (under the Act, these Articles of Organization or the operating agreement of the LLC) in their capacity as members, including rights to vote, consent and approve. Shares shall be issued for such consideration as determined by the board of directors.
All dividends and other distributions made by the LLC shall be as determined by the board of directors and shall be identical with respect to each outstanding Share.
The Shares shall be freely transferable and no consent of the members or board of directors shall be required to effect a transfer of a Share. The transferee of a Share shall become a substituted member in the LLC with respect to the Shares transferred and the transferor shall cease to be a member with respect to the Shares transferred. The LLC shall recognize a transfer of Shares provided that the transfer is registered in accordance with the terms of the operating agreement of the LLC.
ARTICLE VI
Special Vote Requirements
The approval of the members holding two-thirds of the outstanding Shares shall be required with respect to: (a) the amendment of these Articles of Organization or the amendment or repeal of the operating agreement of the LLC; (b) the merger or consolidation of the LLC with or into another entity; (c) the sale, exchange, lease, or other transfer of all or substantially all of the assets of the LLC (other than any mortgage, pledge or other security transaction authorized by the board of directors); and (d) the dissolution of the LLC.
 
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Exhibit 3.22
AMENDED AND RESTATED
OPERATING AGREEMENT AND BY-LAWS
OF
FRYMASTER L.L.C.

TABLE OF CONTENTS

 	 	 	  	Page	 	
		
Article I OFFICES AND RECORDS	  	 	1	  	
			
1.1	 	Registered Office and Registered Agent	  	 	1	  	
1.2	 	Other Offices	  	 	1	  	
1.3	 	Maintenance of Books	  	 	1	  	
1.4	 	No State Law Partnership	  	 	1	  	
1.5	 	Title to Company Assets	  	 	1	  	
		
Article II DETERMINATION OF AND MEETINGS OF MEMBERS	  	 	1	  	
			
2.1	 	Record Date	  	 	1	  	
2.2	 	Place of Meetings	  	 	2	  	
2.3	 	Annual Meetings	  	 	2	  	
2.4	 	Special Meetings	  	 	2	  	
2.5	 	Notice of Meetings	  	 	2	  	
2.6	 	Agenda and Conduct of Meetings	  	 	2	  	
2.7	 	Quorum	  	 	2	  	
2.8	 	Proxies	  	 	3	  	
2.9	 	Action by Members	  	 	3	  	
		
Article III MANAGEMENT	  	 	3	  	
			
3.1	 	Management of the Company’s Affairs	  	 	3	  	
3.2	 	Election; Removal; Vacancies	  	 	3	  	
3.3	 	Officers	  	 	4	  	
3.4	 	Compensation	  	 	5	  	
		
Article IV MEETINGS OF THE BOARD OF DIRECTORS	  	 	5	  	
			
4.1	 	Place of Meetings	  	 	5	  	
4.2	 	Meetings; Notice	  	 	6	  	
4.3	 	Quorum; Acts of the Board	  	 	6	  	
4.4	 	Action by Unanimous Written Consent	  	 	6	  	
4.5	 	Meetings by Telephone or Similar Communication	  	 	6	  	
4.6	 	Directors’ Proxies	  	 	6	  	
4.7	 	Committees	  	 	6	  	
		
Article V DIVIDENDS	  	 	7	  	
			
5.1	 	Dividends	  	 	7	  	
5.2	 	Limitation	  	 	7	  	
		
Article VI SHARES	  	 	7	  	
			
6.1	 	Shares	  	 	7	  	
6.2	 	Members	  	 	7	  	
6.3	 	Liability to Third Parties	  	 	7	  	
6.4	 	Register, Registration of Transfer and Exchange	  	 	8	  	
6.5	 	Return of Consideration; Withdrawal and Expulsion	  	 	8	  	
 
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Article VII DISSOLUTION; LIQUIDATION AND TERMINATION	  	 	8	  	
			
7.1	 	Dissolution	  	 	8	  	
7.2	 	Liquidation and Termination	  	 	8	  	
		
Article VIII AMENDMENTS	  	 	9	  	
			
8.1	 	Amendments	  	 	9	  	
		
Article IX LIMITATION OF LIABILITY; INDEMNIFICATION	  	 	10	  	
			
9.1	 	Limitation of Liability	  	 	10	  	
9.2	 	Right to Indemnification	  	 	10	  	
9.3	 	Advance Payment	  	 	10	  	
9.4	 	Nonexclusivity of Rights	  	 	10	  	
9.5	 	Insurance	  	 	10	  	
9.6	 	Savings Clause	  	 	11	  	
		
Article X GENERAL PROVISIONS	  	 	11	  	
			
10.1	 	Notices	  	 	11	  	
10.2	 	Governing Law; Severability	  	 	11	  	
10.3	 	Counterparts	  	 	11	  	
 
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AMENDED AND RESTATED
OPERATING AGREEMENT AND BY-LAWS
OF
FRYMASTER L.L.C.
This Amended and Restated Operating Agreement and By-laws (this “Agreement”), made and entered into effective August 13, 1999, constitutes the Operating Agreement for Frymaster L.L.C. (the “Company”). This Agreement and the Articles of Organization of the Company (the “Articles”) shall be binding on all holders of Shares (as defined in the Articles) of the Company as members of the Company and all transferees of such Shares as substituted or additional members of the Company (collectively, the “Members” and individually, a “Member”).
ARTICLE I
OFFICES AND RECORDS
1.1 Registered Office and Registered Agent . The Company’s registered office and registered agent required by the Limited Liability Company Law of Louisiana (as amended from time to time and any successor statute, the “Act”) to be continuously maintained in Louisiana shall be the registered office and agent named in the initial report filed with the Articles or such other office or agent as the Board of Directors (as hereinafter defined) may designate from time to time in the manner provided by the Act.
1.2 Other Offices . The Company may also have offices at such other places both within and without Louisiana as the Board of Directors may from time to time determine or the business of the Company may require.
1.3 Maintenance of Books . The Company shall keep books and records of accounts on an accrual basis and shall keep minutes of the proceedings of its Board of Directors and its Members.
1.4 No State Law Partnership . The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venture of any other Member for any purposes and this Agreement may not be construed to suggest otherwise.
1.5 Title to Company Assets . Title to Company assets, whether real, personal or mixed and whether corporeal or incorporeal, shall be deemed to be owned by the Company as an entity and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more of its affiliates or one or more nominees, as the Board of Directors may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.
ARTICLE II
DETERMINATION OF AND MEETINGS OF MEMBERS
2.1 Record Date . The Board of Directors may fix in advance a record date for the purpose of determining Members entitled to notice of and to vote at a meeting, receive a dividend or other distribution or in order to make a determination of Members for any other

purpose; however, such date must be not less than ten nor more than 60 days prior to the date on which the action requiring the determination of Members is to be taken. If no record date is fixed for the purpose of determining Members (a) entitled to notice of and to vote at a meeting, the close of business on the day before notice of the meeting is mailed, or if notice is waived, the close of business on the day before the meeting, shall be the record date for such purpose, or (b) for any other purpose or action, the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose or action shall be the record date. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
2.2 Place of Meetings . All meetings of Members shall be held at the principal place of business of the Company or at such other place as shall be specified in the notices or waivers of notice thereof.
2.3 Annual Meetings . An annual meeting of the Members shall be held each year on the date and at the time as the Board of Directors shall designate for the purpose of electing individuals to serve as members of the Board of Directors and for the transaction of such other business as may be properly brought before the meeting.
2.4 Special Meetings . Special meetings of Members for any purpose or purposes may be called by either the Board of Directors or Members holding of record 25% of the outstanding Shares.
2.5 Notice of Meetings . The authorized person or persons calling a Members’ meeting shall cause written notice of the time, place and purpose of the meeting to be given to all Members at least ten days and not more than 60 days prior to the day fixed for the meeting.
2.6 Agenda and Conduct of Meetings . The business to be conducted at a Members’ meeting shall be limited to the purpose or purposes stated in the notice of the meeting, provided that other matters may be considered if all Members are present or represented at the meeting and consent thereto. The Chairman of the Board shall preside over any meetings of Members and shall have the authority to make all decisions regarding the conduct of the meeting.
2.7 Quorum . The presence, in person or by proxy, of Members holding a majority of the outstanding Shares shall constitute a quorum at all meetings of Members. If a quorum is present or represented at a duly organized meeting, such meeting may continue to do business until adjournment, notwithstanding the withdrawal of Members or the refusal of any Members present to vote. If a meeting cannot be organized because a quorum is not present, Members present may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified. In the case of any meeting called for the election of Directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed herein, shall nevertheless constitute a quorum for the purpose of electing Directors. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.
 
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2.8 Proxies . A Member may vote either in person or by proxy executed in writing by the Members. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.
2.9 Action by Members . Except as provided in this Section 2.9, every action of Members must be taken at a meeting of Members. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by all of the Members. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Louisiana Secretary of State.
ARTICLE III
MANAGEMENT
3.1 Management of the Company ’ s Affairs . (a) As provided in the Articles and this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in a Board of Directors (the “Board of Directors”) consisting of not less than one nor more than five individuals, as set from time to time by resolution adopted by the Board of Directors, and, subject to the direction of the Board of Directors, the officers elected by the Members in accordance with the terms of this Agreement (the “Officers”), who shall collectively (Officers and Directors) constitute “managers” of the Company within the meaning of the Act.
(b) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Louisiana Business Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Directors, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors and the Officers (subject to the direction of the Board of Directors) shall have full power and authority to do all things on such terms as they, in their sole discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.
(c) Without limiting the generality of the foregoing, the Directors are specifically authorized to make an election to have the Company treated as a corporation under Treasury Regulation §301.7701.3(c).
3.2 Election; Removal; Vacancies . (a) Directors, other than the first Board of Directors, shall be elected at the annual meeting of Members by a plurality of the vote of the Shares present in person or represented by proxy at such meeting, and each Director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.
 
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(b) The Members, by vote of a majority of the total voting power at any special meeting called for the purpose, may remove from office any one or more of the Directors, notwithstanding that his, her or their terms of office may not have expired, and may at such meeting elect one or more successors, as the case may be, for the unexpired term.
(c) Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors remaining in office; provided that the Members shall have the right to fill the vacancy at any special meeting called for such purpose prior to such action by the Board.
3.3 Officers . (a) General The Members shall appoint agents of the Company who shall be referred to as “Officers” of the Company. Unless provided otherwise by resolution of the Members, the Officers shall have the titles, power, authority and duties described below in this Section 3.3
(b) Titles and Number . The Officers of the Company shall include the President and the Secretary. In addition, there may be appointed from time to time, in accordance with Section 3.3(c), a Chairman of the Board and such Vice Presidents, Secretaries, Assistant Secretaries, Treasurers and Assistant Treasurers as the Board of Directors may desire. Any person may hold two or more offices.
(c) Appointment and Term of Office . The Officers shall be appointed by the Board of Directors at such time and for such term as the Board of Directors shall determine. Any Officer may be removed, with or without cause, only by the Board of Directors. Vacancies in any office may be filled only by the Board of Directors.
(d) Chairman of the Board . The Chairman of the Board shall have the general powers, duties and responsibilities of supervision and management inherent in such office as well as such additional powers and duties as the Board of Directors may from time to time prescribe. The Chairman of the Board shall preside at all meetings of the Board of Directors and Members and perform such other duties as may be designated by the Board of Directors or this Agreement.
(e) President . The President, subject to the direction of the Board of Directors and the Chairman of the Board, shall be the chief operating officer of the Company and shall be responsible for the management and direction of the day-to-day business and affairs of the Company, its other Officers, employees and agents, shall supervise generally the affairs of the Company and shall have full authority to execute all documents and take all actions that the Company may legally take. The President shall exercise such other powers and perform such other duties as may be assigned to him by this Agreement, the Board of Directors and the Chairman of the Board. Unless otherwise designated by the Board of Directors, the President shall be the chief executive officer of the Company.
(f) Vice Presidents . In the absence of the President, each Vice President appointed by the Board of Directors shall have all of the powers and duties conferred upon the President, including the same power as the President to execute documents on behalf of the Company. Each such Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Board of Directors or the President.
 
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(g) Secretary and Assistant Secretaries . The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of the meetings or actions of the Board of Directors and Members, shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Board of Directors or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.
(h) Treasurer and Assistant Treasurers . The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Board of Directors or the President shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company.
(i) Powers of Attorney . The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other persons.
(j) Delegation of Authority . Unless otherwise provided by resolution of the Board of Directors, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.
3.4 Compensation . The Officers shall receive such compensation for their services as may be designated by the Board of Directors. In addition, the Officers shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder. In addition, the members of the Board of Directors shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place of Meetings . The meetings of the Board of Directors may be held at the principal office of the Company or at such other place, within or without the State of Louisiana, as may be designated by the Board of Directors.
 
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4.2 Meetings; Notice . Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may from time to time determine. Notice of regular meetings of the Board of Directors shall be required, but no special form of notice or time of notice shall be necessary. Special meetings of the Board of Directors may be called by the Chairman of the Board or President on no less than two days’ notice given to each director, either personally or by telephone, mail, facsimile transmission or any other comparable form of communication. Notwithstanding the above, a meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of Members at the same location as such meeting of Members, and no notice of such meeting of the Board of Directors shall be necessary to legally constitute the meeting, provided a quorum shall be present. Members of the Board of Directors present or represented at any meeting shall be deemed to have received due notice, or to have waived, notice thereof, except when a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
4.3 Quorum; Acts of the Board . A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, the Board of Directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum is present. If a quorum is present when the meeting is convened, the members present may continue to do business notwithstanding the withdrawal of enough members to leave less than a quorum or the refusal of any members present to vote. The act of a majority of the members present shall be the act of the Board of Directors.
4.4 Action by Unanimous Written Consent . Any action which may be taken at a meeting of the Board of Directors may be taken by a consent in writing signed by all of the members of the Board of Directors and filed with the records of proceedings of the Board of Directors.
4.5 Meetings by Telephone or Similar Communication . Members of the Board of Directors may participate at and be present at any meeting of the Board of Directors by means of conference telephone or similar communications equipment if all person participating in such meeting can hear and communicate with each other.
4.6 Directors ’ Proxies . Any Director absent from a meeting of the Board of Directors or any committee thereof may be represented by any other Director or Member, who may cast the vote of the absent Director according to the written instructions, general or special, of the absent Director.
4.7 Committees . The Board of Directors may designate one or more committees, each committee to consist of two or more of the Directors of the Company (and one or more Directors may be named as alternate members to replace any absent or disqualified regular members of such committees), which, to the extent provided by resolution of the Board of Directors or this Agreement, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company, and may have power to authorize the seal of the Company to be affixed to documents. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. Any vacancy occurring in any such committee shall be filled by the Board of Directors, but the President may designate another Director to serve on any such committee pending action by the Board. Each such committee
 
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shall hold office during the term of this Board of Directors constituting it, unless otherwise ordered by the Board of Directors, and shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.
ARTICLE V
DIVIDENDS
5.1 Dividends . Subject to Section 5.2, the Board of Directors may from time to time declare, and the Company may pay, dividends in cash, property or its own Shares.
5.2 Limitation . No dividend or other distribution shall be made by the Company if, after giving effect to the distribution: (a) the Company would not be able to pay its debts as they become due in the usual course of business; or (b) the Company’s total assets would be less than the sum of its total liabilities. The Company may base a determination that a distribution is not prohibited under this Section 5.2 either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or a fair valuation or other method that is reasonable under the circumstances. For purposes of this Section 5.2, generally accepted accounting principles are deemed to be reasonable. The effect of a distribution under this Section shall be measured as of the date upon which the distribution is authorized if the payment occurs within 120 days after the date of authorization, or the date upon which payment is made if it occurs more than 120 days after the date of authorization.
ARTICLE VI
SHARES
6.1 Shares . The holders of Shares shall be entitled on a pro rata basis to such distributions, if any, as shall be provided thereon from time to time by the Board of Directors, (a) except to the extent otherwise provided in Section 7.2, upon liquidation or dissolution of the Company shall be entitled on a pro rata basis to all remaining assets after satisfaction of the Company’s liabilities to creditors, (b) shall not be subject to any right of redemption by the Company and (c) shall be entitled to one vote per Share on matters submitted to a vote or consent of Members. Each Share shall be identical in all respects with each other Share.
6.2 Members . (a) A Person shall be admitted as a Member, and shall become bound by this Agreement, if such Person executes this Agreement or, without such execution, if such Person purchases or otherwise lawfully acquires any Shares and becomes the record holder of such Shares in accordance with the provisions of this Agreement.
(b) The name and mailing address of each Member shall be listed on the books and records of the Company. The Secretary of the Company shall be required to update the books and records from time to time as necessary to accurately reflect the information therein. Shares shall not be represented by share certificates and the Shares are deemed to be “general intangibles” as that term is defined in the Uniform Commercial Code.
6.3 Liability to Third Parties . No Member or beneficial owner of Shares shall be liable for the debts, obligations or liabilities of the Company.
 
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6.4 Register, Registration of Transfer and Exchange . (a) The Company shall keep or cause to be kept on behalf of the Company a register that, subject to any requirements of the Board of Directors, will provide for the registration and transfer of Shares. The Company shall transfer Shares upon receipt by it of written notice from the transferor authorizing such transfer and designating the transferee and said transferee’s mailing address. The Company shall not recognize transfers of Shares unless the same are effected in the manner described in this Section 6.4(a).
(b) By transfer of shares in accordance with this Section 6.4, the transferor shall be deemed to have given the transferee the right to be admitted to the Company as a Member, and each transferee of shares (including any nominee holder or an agent acquiring such Share for the account of another person) shall become a Member with respect to the Share so transferred to such person when any such transfer and admission is reflected in the books and records of the Company.
(c) The Company shall be entitled to recognize the record holder as the owner of shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other person, whether or not the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule or regulation. Subject to the foregoing provisions of this Section 6.4(c), Shares shall be freely transferable. The transfer of any Shares and the admission of any new Member shall not constitute an amendment to this Agreement.
(d) Each dividend or other distribution in respect of the Shares shall be paid by the Company, directly or through any other person or agent, only to the record holders thereof as of the record date set forth the dividend or other distribution. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
6.5 Return of Consideration; Withdrawal and Expulsion . A Member is not entitled to the return of any part of its consideration paid to the Company for any Shares or to be paid interest in respect thereto. No Member shall be required to contribute or to lend any cash or property to the Company to enable the Company to return to a Member its consideration paid to the Company for any Shares. Members may not be expelled from the Company or withdraw from the Company, except by transferring Shares.
ARTICLE VII
DISSOLUTION; LIQUIDATION AND TERMINATION
7.1 Dissolution . The Company shall be dissolved and its affairs shall be wound up only upon the affirmative vote of the Members holding two-thirds of the outstanding Shares.
7.2 Liquidation and Termination . On dissolution of the Company, the Board of Directors shall serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company’s business with all of the power and authority of the Board of Directors and the Members. The steps to be accomplished by the liquidator are as follows:
(a) the liquidator shall file Articles of Dissolution with the Louisiana Secretary of State as required by Section l339 of the Act or similar successor provision and give the notice required by Section 1336 of the Act or similar successor provision;
 
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(b) the liquidator shall follow the procedures set forth in Section 1338 of the Act or similar successor provision in order to obtain the benefits of that Section of the Act and of Section 1341 of the Act or similar successor provisions;
(c) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;
(d) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and
(e) all remaining assets of the Company shall be distributed to the Members as follows:
(i) the liquidator may sell any or all Company property, including to Members; and
(ii) liquidation proceeds shall be identical with respect to each outstanding Share.
(f) on completion of the distribution of Company assets as provided herein, the Company is terminated, and the liquidator shall file a certificate stating that the Company has been liquidated and is dissolved with the Louisiana Secretary of State as required by Section 1340 of the Act or any similar successor provision and take such other actions as may be necessary to terminate the Company.
ARTICLE VIII
AMENDMENTS
8.1 Amendments . The Articles and this Agreement may be amended or modified from time to time only by Members owning two-thirds of the outstanding Shares; provided, however, that the Board of Directors, without the approval of the Members, may amend the Articles to change the certifying official or to delete or add one or more certifying officials.
 
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ARTICLE IX
LIMITATION OF LIABILITY; INDEMNIFICATION
9.1 Limitation of Liability . Neither any Member or the Board of Directors (a “Director”) nor any Officer shall be personally liable for monetary damages for breach of any duty provided for in La. R.S. 12:1314; provided, that this Section shall not limit or eliminate the liability of any Director or Officer for the amount of a financial benefit received by the Director or Officer to which he or she is not entitled or for an intentional violation of a criminal law.
9.2 Right to Indemnification . Each person who is involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she is or was a Director or Officer of the Company shall be indemnified by the Company to the fullest extent permitted by law, as the same exists or may hereafter be in effect (but, in the case of any subsequent change in the law, only to the extent that such change permits the Company to provide broader indemnification rights than were permitted prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements, and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such person in connection with such Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve as a Director or Officer. The rights granted pursuant to this Article shall be deemed contract rights, and no amendment, modification, or repeal of this Article shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
9.3 Advance Payment . The right to indemnification conferred in this Article shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under this Article who was, is, or is threatened to be made, a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of (a) a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article and (b) a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article or otherwise.
9.4 Nonexclusivity of Rights . The right to indemnification and the advancement and payment of expenses conferred in this Article shall not be exclusive of any other right which a Director or Officer may have or hereafter acquire under any law (common or statutory), provision of the Articles or this Agreement, any agreement, vote of Members, or otherwise.
9.5 Insurance . The Company may purchase and maintain insurance, at its expense, to protect itself, and any person who is or was serving as a Director or Officer of the Company, against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under this Article.
 
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9.6 Savings Clause . If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Director or Officer indemnified pursuant to this Article as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE X
GENERAL PROVISIONS
10.1 Notices . Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid or by delivering that writing to the recipient in person, by courier, or by facsimile transmission. A notice, request, or consent given under this Agreement is effective on receipt by the person to receive it; however, if such notice is placed in the United States mail, postage prepaid, and addressed to a Member at such Member’s last known address, notice shall be deemed to have been received by such Member on the third day thereafter. All notices, requests, and consents to be sent to a Member must be sent to or made at the addresses given for that Member on Exhibit A or such other address as that a Member may specify by notice to the Company. Any notice, request, or consent to the Company must be given at the following address: 8700 Line Avenue, Shreveport, Louisiana 71 135-1000, Attn: President, with a copy to Welbilt Corporation, 225 High Ridge Road, Stamford, Connecticut 06905, Attn: General Counsel. Whenever any notice is required to be given by law, the Articles, or this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
10.2 Governing Law; Severability . This Agreement is governed by and shall be construed in accordance with the internal laws of the State of Louisiana. If a direct conflict exists between the provisions of this Agreement and (a) any provision of the Articles or (b) any mandatory provision of the Act, the applicable provision of the Articles or the Act shall control. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances not affected thereby shall be enforced to the greatest extent permitted by law.
10.3 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
 
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EXHIBIT A
Name and Address of Members
Welbilt Holding Company
255 High Ridge Road
Stamford, CT 06905
 
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Exhibit 3.23
CERTIFICATE OF FORMATION
OF
GARLAND COMMERCIAL INDUSTRIES LLC
1. The name of the limited liability company is:
GARLAND COMMERCIAL INDUSTRIES LLC
2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

Exhibit 3.24
OPERATING AGREEMENT OF
GARLAND COMMERCIAL INDUSTRIES LLC
This OPERATING AGREEMENT is made and entered into as of the 30th day of September 2006, by and between ENODIS GROUP HOLDINGS US, INC. (the “Member”) and GARLAND COMMERCIAL INDUSTRIES   LLC , (the “Company”).
WHEREAS , Garland Commercial Industries, Inc., a New York corporation (the “Corporation”) was formed December 24, 1973; and
WHEREAS , the Company is a continuation of the Corporation pursuant to the conversion of the Corporation into the Company pursuant to a Certificate of Conversion and a Certificate of Formation filed effective September 30, 2006; and
WHEREAS , the Member has a 100% membership interest in the Company; and
WHEREAS , the Member and the Company are hereby entering into this Operating Agreement to govern the Company.
NOW, THEREFORE , in consideration of the foregoing, the parties hereto agree as follows:
 
 	1.	DEFINITIONS	
The following terms used in this Operating Agreement shall have the following meanings:
1.1 “Act” shall mean the Delaware Limited Liability Company Act, as amended from time to time.
1.2 “Board” or “Board of Managers” shall mean the Managers designated pursuant to Section 4.1 of this Operating Agreement.
1.3 “Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member whenever made.
1.4 “Certificate of Formation” shall mean the Certificate of Formation of the Company as filed with the Secretary of State of Delaware on September 25, 2006, as amended from time to time.
1.5 “Company” shall refer to Garland Commercial Industries LLC.
1.6 “Conversion Date” shall mean September 30, 2006.
l.7 “Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.

1.8 “Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.
1.9 “Manager” shall mean the persons designated as Managers pursuant to Section 4.1 of this Operating Agreement.
1.10 “Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of the fiscal year.
1.11 “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
1.12 “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
1.13 “Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expensed incident to the ownership or operation of the Company’s business.
 
 	2.	FORMATION OF THE COMPANY	
2.1 Formation . The Company has been organized as a Delaware limited liability company under and pursuant to the Act.
2.2. Name . The name of the Company is “Garland Commercial Industries LLC.”
2.3 Principal Place of Business . The Company’s initial place of business shall be 185 East South Street, Freeland, PA 18224. The Company may locate its place of business and its registered office at any other place or places the Member may deem advisable.
2.4 Registered Office and Registered Agent . The Company’s initial registered office shall be at the office of the registered agent at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, and the name of its initial registered agent shall be Corporation Service Company. The registered office and registered agent may be changed by the Member by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.
2.5 Term . The term of the Company commenced upon September 30, 2006 and shall continue in existence in perpetuity, or until the Company is dissolved pursuant to this Operating Agreement or the Act.
 
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2.6 Purpose . The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
2.7 Certificates . Irwin M. Shur is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” within the meaning of the Act.
 
 	3.	MEMBER	
3.1 Names   and   Addresses . Enodis Group Holdings US, Inc. is the sole Member of the Company.
3.2 Events   of   Bankruptcy . The Member shall not cease to be a member of the company upon the happening of any of the events listed in Section l8-304(a) or (b).
3.3 Membership Certificates . A Member’s membership interest in the Company shall be evidenced by one or more certificates.
 
 	4.	MANAGEMENT OF THE COMPANY	
4. 1 Board of Managers . The business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers designated by the Member. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers. The initial number of Managers shall be three (3). Each Manager elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. The initial Managers designated by the Member are the directors of the Corporation immediately prior to the Conversion Date.
4.2 Powers . The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Board of Managers has the authority to bind the Company.
4.3 Meeting of the Board of Managers . The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.
 
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4.4 Quorum: Acts of the Board . At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Operating Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.
4.5 Electronic Communications . Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.
4.6 Committees of Managers .
4.6.1 The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
4.6.2 In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.
4.6.3 Any such committee, to the extent provided in the resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.7 Compensation of Managers; Expenses . The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
 
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4.8 Removal of Managers . Unless otherwise restricted by law, any Manager or the entire Board of Managers may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.
4.9 Officers . The Board of Managers shall have authority to create offices and designate Persons to fill such offices. The initial officers of the Company shall be the officers of the Corporation immediately prior to the Conversion Date. The additional or successor officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Managers may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such other officers and agents as it shall deem necessary or advisable who shall bold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The officers of the Company shall hold office until removed by the Board or the Member or until their successors are chosen and qualified. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board or by the Member. Any vacancy occurring in any office of the Company shall be filled by the Board. The authority of the officers until changed by the Board shall be as follows:
4.9.l President . The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law or this Operating Agreement to be otherwise signed and executed; (ii) where signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, and (iii) as otherwise permitted in Section 4.9.2.
4.9.2 Vice President . In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managers, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.9.3 Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the
 
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Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.9.4 Treasurer and Assistant Treasurer . The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.10 Limited Liability . Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.
 
 	5.	CONTRIBUTIONS TO THE COMPANY	
5.1 Contributions . The Member shall not be obligated to make any Capital Contributions to the Company.
5.2 Loan by Member . The Member may, but is not obligated to loan to the Company, such sums as the Member determines to be appropriate for the conduct of the Company’s business on such terms as the Member may determine.
 
 	6.	ALLOCATIONS AND DISTRIBUTIONS	
6.1 Allocations of Profits and Losses . All of the Net Profits and New Losses of the Company for each fiscal year shall be allocated to the Member.
6.2 Distributions . Distributions shall be made to the Member at such time or times as the Member shall determine in its sole discretion.
6.3 Limitation upon Distributions .
6.3.1 No distributions or return of Capital Contributions may be made and paid if prohibited by Section 18-607 or 18-804 of the Act.
 
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 	7.	DISSOLUTION AND TERMINATION	
7.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:
7.1.1 the entry of a decree of judicial dissolution under the Act; or
7.1.2 by the written consent of the Member.
7.2 Winding up. Liquidation and Distribution of Assets .
7.2.1 If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
 
 	(1)	sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and	
 
 	(2)	distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member.	
7.2.2 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
7.3 Articles of Dissolution . When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provision have been made therefore and all of the remaining property and assets of the Company have been distributed, articles of dissolution, as required by the Act, shall be executed and filed with the Delaware Secretary of State.
7.4 Effect of Filing Articles of Dissolution . Upon the filing of articles of dissolution with the Delaware Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.
 
 	8.	MISCELLANEOUS PROVISIONS	
8.1 Choice of Law . This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules) and specifically by the Act
8.2 Amendments . This Operating Agreement may not be amended except in writing signed by the Member.
 
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8.3 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
8.4 Severability . If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remain of this Operating Agreement and the application thereof shall both be affected and shall be enforceable to the fullest extent permitted by law.
8.5. Successors and Assigns . Each and all of the covenants, terms, provision and agreements herein contained shall be binding upon and insure to the benefit of the parties hereto and their respective successors and assigns.
 
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Exhibit 3.25
CERTIFICATE OF TRUST
OF
KYSOR BUSINESS TRUST
THIS CERTIFICATE OF TRUST of KYSOR BUSINESS TRUST (the “Trust”) is being duly executed and filed by the undersigned, as Trustees, to form a business trust under the Delaware Business Trust Act, 12 Del. C. § 3801 et seq.).
 
 	1.	The name of the business trust formed by this Certificate of Trust is:	
Kysor Business Trust.
 
 	2.	The address of the registered office of the trust in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, and the name of the registered agent for service of process on the trust is Corporation Service Company. The business office of the said registered agent is identical with the said registered office.	
 
 	3.	This Certificate of Trust shall be effective as of the date of filing by the Delaware Secretary of State.	

Exhibit 3.26
BY-LAWS
OF
KYSOR BUSINESS TRUST
A Delaware Business Trust
INTRODUCTION
A. Agreement and Agreement of Trust . These By-Laws shall be subject to the Agreement of Trust, as from time to time in effect (the “ Agreement of Trust ”), of Kysor Business Trust, a Delaware business Trust (the “ Trust ”). In the event of any inconsistency between the terms hereof and the terms of the Agreement of Trust, the terms of the Agreement of Trust shall control.
B. Definitions . Capitalized terms used herein and not herein defined are used as defined in the Agreement of Trust.
ARTICLE I
Meetings of Beneficial Owners
Section 1. Place of Meetings . Meetings of Beneficial Owners shall be held at any place designated by the Managing Trustees. In the absence of any such designation, Beneficial Owners’ meetings shall be held at the principal executive office of the Trust.
Section 2. Call of Meetings . Meetings of the Beneficial Owners may be called at any time by the Managing Trustees or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Beneficial Owners as herein provided or provided in the Agreement of Trust or upon any other matter as to which such vote or authority is deemed by the Managing Trustees or the President to be necessary or desirable. Meetings of the Beneficial Owners for the purpose of voting on the removal of any Managing Trustee and the election of one or more successor Managing Trustees or for the purpose of dissolving the Trust (or any series or class thereof) shall be called promptly by the Managing Trustee upon the written request of Beneficial Owners holding at least ten percent (10%) of the outstanding Units (or the Units of the affected series or class) entitled to vote.
Section 3. Notice of Meetings of Beneficial Owners . All notices of meetings of Beneficial Owners shall be sent or otherwise given in accordance with Section 4 of this Article I not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which Managing Trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election.
Section 4. Manner of Giving Notice; Affidavit of Notice . Notice of any meeting of Beneficial Owners shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Beneficial Owner at the address of that

Beneficial Owner appearing on the books of the Trust or its transfer agent or given by the Beneficial Owner to the Trust for the purpose of notice. If no such address appears on the Trust’s books or is given, notice shall be deemed to have been given if sent to that Beneficial Owner by first-class mail or telegraphic or other written communication to the Trust’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication or, where notice is given by publication, on the date of publication.
If any notice addressed to a Beneficial Owner at the address of that Beneficial Owner appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the Beneficial Owner at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Beneficial Owner on written demand of the Beneficial Owner at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any meeting of Beneficial Owners shall be filed and maintained in the minute book of the Trust.
Section 5. Adjourned Meeting: Notice . Any meeting of Beneficial Owners, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Units represented at that meeting, either in person or by proxy.
When any meeting of Beneficial Owners is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Managing Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each Beneficial Owner of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.
Section 6. Voting . The Beneficial Owners entitled to vote at any meeting of Beneficial Owners shall be determined in accordance with the provisions of the Agreement of Trust of the Trust, as in effect at such time. The Beneficial Owners’ vote may be by voice vote or by ballot, provided, however, that any election for Managing Trustees must be by ballot if demanded by any Beneficial Owner before the voting has begun. On any matter other than elections of Managing Trustees, any Beneficial Owner may vote part of the Units in favor of the proposal and refrain from voting the remaining Units or vote them against the proposal, but if the Beneficial Owner fails to specify the number of Units which the Beneficial Owner is voting affirmatively, it will be conclusively presumed that the Beneficial Owner’s approving vote is with respect to the total Units that the Beneficial Owner is entitled to vote on such proposal.
Section 7. Waiver of Notice by Consent of Absent Beneficial Owners . The transactions of the meeting of Beneficial Owners, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum
 
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be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Beneficial Owners.
Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.
Section 8. Beneficial Owner Action by Written Consent Without a Meeting . Except as provided in the Agreement of Trust, any action that may be taken at any meeting of Beneficial Owners may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by Beneficial Owners having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Beneficial Owners entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust’s records. Any Beneficial Owner giving a written consent or a transferee of the Units or a personal representative of the Beneficial Owner or their respective proxy holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of votes required to authorize the proposed action have been filed with the Secretary.
If the consents of all Beneficial Owners entitled to vote have not been solicited in writing and if the unanimous written consent of all such Beneficial Owners shall not have been received, the Secretary shall give prompt notice of the action approved by the Beneficial Owners without a meeting. This notice shall be given in the manner specified in Section 4 of this Article I.
Section 9. Record Date for Beneficial Owner Notice, Voting and Giving Consents.
(a) For purposes of determining the Beneficial Owners entitled to vote or act at any meeting or adjournment thereof, the Managing Trustees may fix in advance a record date which shall not be more than ninety (90) days nor less than ten (10) days before the date of any such meeting. Without fixing a record date for a meeting, the Managing Trustees may for voting and notice purposes close the register or transfer books for all or any part of the period between the earliest date on which a record date for such meeting could be set in accordance herewith and the date of such meeting.
If the Managing Trustees do not so fix a record date or close the register or transfer books, the record date for determining Beneficial Owners entitled to notice of or to vote at a meeting of Beneficial Owners shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.
(b) The record date for determining Beneficial Owners entitled to give consent to action in writing without a meeting, (i) when no prior action of the Managing Trustees
 
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has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Managing Trustees has been taken, shall be (x) such date as determined for that purpose by the Managing Trustees, which record date shall not precede the date upon which the resolution fixing it is adopted by the Managing Trustees and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Managing Trustees the record date shall be the close of business on the day on which the record date shall be the close of business on the day on which the Managing Trustees adopts the resolution relating to that action. Only Beneficial Owners of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, notwithstanding any transfer of Units on the books of the Trust after such record date.
Section 10. Proxies . Subject to the provisions of the Agreement of Trust, every Person entitled to vote for Managing Trustees or on any other matter shall have the right to do so either in person or by proxy, provided that either (a) an instrument authorizing such a proxy to act is executed by the Beneficial Owner in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period or (b) the Managing Trustees adopt an electronic, telephonic, computerized or other alternative to execution of a written instrument authorizing the proxy to act which authorization is received not more than eleven ( 11) months before the meeting. A proxy shall be deemed executed by a Beneficial Owner if the Beneficial Owner’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Beneficial Owner or the Beneficial Owner’s attorney-in-fact or other authorized agent. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked, by a subsequent proxy executed by or attendance at the meeting and voting in person by the person executing that proxy or revoked by such person using any electronic, telephonic, computerized or other alternative means authorized by the Managing Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. A proxy with respect to Units held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any of them. A proxy purporting to be executed by or on behalf of a Beneficial Owner shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Before any meeting of Beneficial Owners, the Managing Trustees may but shall not be required to (except as otherwise provided under applicable law) appoint any person or persons other than nominees for office to act as inspector(s) of election at the meeting or its adjournment. If no inspector(s) of election is so appointed, the Chairman of the meeting may appoint inspectors of election at the meeting. The inspectors shall do any acts that may be proper to conduct the election or vote with fairness to all Beneficial Owners.
ARTICLE II
Managing Trustees
Section 1. Powers . The powers of the Managing Trustees shall be as provided in the Agreement of Trust.
 
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Section 2. Number of Managing Trustees . The number of Managing Trustees shall be as provided in the Agreement of Trust.
Section 3. Vacancies . Vacancies in the authorized number of Managing Trustees shall be filled as provided in the Agreement of Trust.
Section 4. Place of Meeting and Meetings by Telephone . All meetings of the Managing Trustees may be held at any place that has been designated from time to time by resolution of the Managing Trustees. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Managing Trustees participating in the meeting can hear one another and all such Managing Trustees shall be deemed to be present in person at the meeting.
Section 5. Regular Meetings . Regular meetings of the Managing Trustees shall be held without call at such time as shall from time to time be fixed by the Managing Trustees. Such regular meetings may be held without notice.
Section 6. Special Meetings . Special meetings of the Managing Trustees for any purpose or purposes may be called at any time by the President or any Vice President or the Secretary or any Managing Trustee.
Notice of the time and place of special meetings shall be delivered personally or by telephone to each Managing Trustee or sent by first-class mail, by telegram or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Managing Trustee at that Trustee’s address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least seven (7) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, telecopy (or similar electronic means) or overnight courier, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Managing Trustee or to a person at the office of the Managing Trustee who the person giving the notice has reason to believe will promptly communicate it to the Managing Trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust.
Section 7. Quorum . A majority of the authorized number of Managing Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by a majority of the Managing Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Managing Trustees, subject to the provisions of the Agreement of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Managing Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 8. Waiver of Notice . Notice of any meeting need not be given to any Managing Trustee who either before or after the meeting signs a written waiver of notice, a
 
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consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Managing Trustee who attends the meeting without protesting before or at its commencement the lack of notice to that Managing Trustee.
Section 9. Adjournment . A majority of the Managing Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 10. Notice of Adjournment . Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II to the Managing Trustees who were present at the time of the adjournment.
Section 11. Action Without a Meeting . Any action taken by the Managing Trustees by written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Managing Trustees. If any action is so taken by the Managing Trustees by the written consent of less than all the Managing Trustees, prompt notice of the taking of such action shall be furnished to each Managing Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.
ARTICLE III
Committees
Section 1. Committees of Managing Trustees . The Managing Trustees may by resolution designate one or more committees, each consisting of one (l) or more Managing Trustees, to serve at the pleasure of the Managing Trustees. The Managing Trustees may designate one or more Managing Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Managing Trustees, shall have the authority of the Managing Trustees.
Section 2. Meetings and Action of Committees . Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article II of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Managing Trustees generally, except that the time of regular meetings of committees may be determined either by resolution of the Managing Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Managing Trustees. Alternate members shall be given notice of meetings of committees and shall have the right to attend all meetings of committees. The Managing Trustees may adopt rules for the governance of any committee not inconsistent with the provisions of these By-Laws.
 
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ARTICLE IV
Officers
Section 1. Officers . The officers of the Trust shall be a President, a Secretary, and a Treasurer. The Trust may also have, at the discretion of the Managing Trustees, a Chairman of the Board (“ Chairman ”), one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. Any number of offices may be held by the same person. The Chairman, if there be one, shall be a Managing Trustee and may but need not be a Beneficial Owner; and other officer may but need not be a Managing Trustee or Beneficial Owner.
Section 2. Election of Officers . The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen by the Managing Trustees, and each shall serve at the pleasure of the Managing Trustees, subject to the rights, if any, of an officer under any contract of employment.
Section 3. Subordinate Officers . The Managing Trustees may appoint and may empower the President to appoint such other officers as the business of the trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Managing Trustees may from time to time determine.
Section 4. Removal and Resignation of Officers . Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Managing Trustees at any regular or special meeting of the Managing Trustees or by the principal executive officer or by such other officer upon whom such power of removal may be conferred by the Managing Trustees.
Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.
Section 5. Vacancies in Offices . A vacancy in an office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Managing Trustees.
Section 6. Chairman . The Chairman, if such an office is elected, shall if present preside at meetings of the Managing Trustees, shall be the chief executive officer of the Trust and shall, subject to the control of the Managing Trustees, have general supervision, direction and control of the business and the officers of the Trust and exercise and perform such other powers and duties as may be from time to time assigned to him by the Managing Trustees or prescribed by the Agreement of Trust or these By-Laws.
 
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Section 7. President . Subject to supervisory powers, if any, as may be given by the Managing Trustees to the Chairman, if there be such an officer, the President shall be the chief operating officer of the Trust and shall, subject to the control of the Managing Trustees and the Chairman, have general supervision, direction and control of the business and the officers of the Trust. He or she shall preside at all meetings of the Beneficial Owners, and in the absence of the Chairman or if there be none, at all meetings of the Managing Trustees. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Managing Trustees, the Agreement of Trust or these By-Laws.
Section 8. Vice Presidents . In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Managing Trustees or if not ranked, the Executive Vice President (who shall be considered first ranked) and such other Vice Presidents as shall be designated by the Managing Trustees, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Managing Trustees or the President or the Chairman or by these By-Laws.
Section 9. Secretary . The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Managing Trustees may direct a book of minutes of all meetings and actions of Managing Trustees, committees or Managing Trustees and Beneficial Owners with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Managing Trustees’ meetings or committee meetings, the number of Units present or represented at meetings of Beneficial Owners and the proceedings.
The Secretary shall keep or cause to be kept at the principal executive office of the Trust or at the office of the Trust’s transfer agent or registrar, a Unit register or a duplicate Unit register showing the names of all Beneficial Owners and their addresses, the number of Units held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.
Section 10. Limitations, Settlements . No indemnification shall be provided hereunder to an agent for any portion of any expenses that result from such agent’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Section 11. Advance of Expenses . Expenses incurred by an agent in connection with the preparation and presentation of a defense to any proceeding may be paid by the Trust from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such agent that such amount will be paid over by him or her to the Trust if it is ultimately determined that he or she is not entitled to indemnification under this Article V.
 
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ARTICLE V
Records and Reports
Section 1. Maintenance and Inspection of Share Registrar . The Trust shall maintain at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Managing Trustees, a record of its Beneficial Owners, giving the name and addresses of all Beneficial Owners and the number of Units held by each Beneficial Owner. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Managing Trustees from time to time, the record of the Trust’s Beneficial Owners shall be open to inspection upon the written request of any Beneficial Owner at any reasonable time during usual business hours for a purpose reasonably related to the holder’s interests as a Beneficial Owner.
Section 2. Maintenance and Inspection of By-Laws . The Trust shall keep at its principal executive office the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the Beneficial Owner at all reasonable times during office hours.
Section 3. Maintenance and Inspection of Other Records . The accounting books and records and minutes of proceedings of the Beneficial Owners and the Managing Trustees and any committee or committees of the Managing Trustees shall be kept at such place or places designated by the Managing Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. Minutes and accounting books and records shall be open to inspection upon the written request of any Beneficial Owner at any reasonable time during usual business hours for a purpose reasonably related to the holder’s interests as a Beneficial Owner. Any such inspection may be made in person or by an agent or attorney and shall include the rights to copy and make extracts. Notwithstanding the foregoing, the Managing Trustees shall have the right to keep confidential from Beneficial Owners for such period of time as the Managing Trustees deem reasonable, any information which the Managing Trustees reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Managing Trustees in good faith believe is not in the best interests of the Trust or could damage the Trust or its business or which the Trust is required by law or by agreement with a third party to keep confidential.
Section 4. Inspection by Trustees . Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
 
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ARTICLE VI
General Matters
Section 1. Checks, Drafts. Evidence of Indebtedness . All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Managing Trustees.
Section 2. Contracts and Instruments; How Executed . The Managing Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances.
Section 3. Certificates for Units . The Trust may issue to each Beneficial Owner a certificate evidencing such Beneficial Owner’s ownership of Units (in such form as shall be prescribed from time to time by the Managing Trustees). All certificates shall be signed in the name of the Trust by the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of Units owned by the Beneficial Owners. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Trust with the same effect as if that person were an officer, transfer agent or registrar at the date of issue. The powers, designations, preferences and relative, participating, optional or other special rights of each class of Units or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of, or in a document referenced on the face or back of the certificate which the Trust shall issue to represent such class or series of Units. If the Trust elects not to issue certificates evidencing such Beneficial Owner’s ownership of Units, the Secretary of the Trust shall maintain appropriate records showing the number of Units, date of issuance, and other appropriate information necessary to reflect a Beneficial Owner’s interest in the Trust. The Secretary shall deliver to each Beneficial Owner promptly following the acquisition of any Unit a statement setting forth the powers, designations, preferences and relative, participating, optional or other special rights of each class of Units or series thereof and the qualification, limitations or restrictions of such preferences and/or rights.
Section 4. Lost Certificates . Except as provided in this Section 4, no new certificates for Units shall be issued to replace an old certificate unless the latter is surrendered to the Trust and canceled at the same time. The Managing Trustees may, in the event any Unit certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Managing Trustees may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.
 
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Section 5. Representation of Units of Other Entities held by Trust . The President or any Vice President or any other person authorized by the Managing Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all Units of any corporation, partnership, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.
Section 6. Calendar Year . The calendar year of the Trust shall be the taxable year of the Trust.
Section 7. Seal . The seal of the Trust, if one shall be required by the Managing Trustees, shall consist of a flat-faced dye with the words “Kysor Business Trust, Delaware Business Trust, 1996” cut or engraved thereon. However, unless otherwise required by the Managing Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.
ARTICLE VII
Amendments
Section 1. Amendment . Except as otherwise provided by applicable law or by the Agreement of Trust, these By-Laws may be restated, amended supplemented or repealed by the Managing Trustees, provided that no restatement, amendment, supplement or repeal hereof shall limit the rights to indemnification provided in Article V hereof with respect to any acts or omissions of agents (as defined in Article V) of the Trust prior to such amendment.
Section 2. Incorporation by Reference into Agreement of Trust by the Trust . These By-Laws and any amendments thereto shall be deemed incorporated by reference in the Agreement of Trust.
 
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Exhibit 3.27
CERTIFICATE OF INCORPORATION
OF
KYSOR HOLDINGS, INC.
The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business .and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the Jaws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:
FIRST : The name of the corporation (hereinafter called the “Corporation”) is KYSOR HOLDINGS, INC.
SECOND : The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.
THIRD : The nature of the business or purpose to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH : The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares, having par value of $.01 per share, all of which are of the same class and all of which are designated as common shares.
FIFTH : The name and the mailing address of the incorporator are as follows:

Name	  	Mailing Address	
James L. Simpson	  	Shack & Siegel, P.C.
530 Fifth Avenue
New York, NY 1 0036	
SIXTH : The Corporation is to have perpetual existence.
SEVENTH : Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application .of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed. for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting :of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths; in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders; of this Corporation, as the case may be, and also on this Corporation.
 
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EIGHTH : In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter, or repeal the by-laws, and to adopt any new by-law, of the Corporation.
NINTH : To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, no director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
TENTH : The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, (i) indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and (ii) advance expenses to any and all said persons . The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such offices, and shall continue as to persons who have ceased to be directors, officers, employees or agents and shall inure to the benefit of the heirs, executors and administrators of such persons.
ELEVENTH : From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the
 
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laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said law, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH .
 
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Exhibit 3.28
BY-LAWS
OF
KYSOR HOLDINGS, INC.
(Formed under the laws of the State of Delaware)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting . A meeting of the stockholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors.
Section 2. Special Meetings . Special meetings of the stockholders may be called by the Board of Directors or by the President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting.
Section 3. Place of Meetings . Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principle office of the Corporation.
Section 4. Notice of Meetings . Notice of each meeting of stockholders shall be given in writing and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.
If, at any meeting, action is proposed to be taken which would, if taken, entitle objecting stockholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

A copy of the notice of each meeting shall be given, personally or by first class mail, not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the stockholder at his address as it appears on the record of stockholders. In the event of a change of address, he shall file with the Secretary of the Corporation a written request that his address be changed in the records of the Corporation, in which event notices to him shall be directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, or if the adjourned meeting is more than 30 days after the adjournment, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under the preceding paragraphs of this Section 4.
Section 5. Waiver of Notice . Notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
Section 6. Inspectors of Election . The Board of Directors, in advance of any stockholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders’ meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
 
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The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
Section 7. List of Stockholders at Meetings . A list of stockholders as of the record date, certified by the Secretary or Assistant Secretary or by a transfer agent, shall be prepared at least 10 days prior to each meeting. Such list shall be open to the examination of any stockholder for purposes germane to the meeting and may be inspected by any stockholder who is present. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.
Section 8. Qualification of Voters . Unless otherwise provided in the certificate of incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for every share standing in his name on the record of stockholders.
Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any type or kind. If a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, conservator, committee, trustee or other fiduciary, may be voted by him, either in person or by proxy, without transfer of such shares into his name.
Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the by-laws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.
 
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A stockholder shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law.
Section 9. Quorum of Stockholders . The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of stockholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
The stockholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
Section 10. Proxies . Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.
Except as otherwise required by applicable law, the authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the stockholder who executed the proxy unless before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Section 11. Vote or Consent of Stockholders . Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.
 
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Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
Whenever stockholders are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice, and without a vote, on written consent, setting forth the action so taken, signed by the holders of outstanding stock having not less than the minimum numbers of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written consent thus given by such holders so entitled to vote shall have the same effect as a vote of stockholders at a meeting duly called and held. Prompt notice of the taking of such action without a meeting by less than the unanimous consent of all stockholders shall be given to those stockholders who did not consent in writing.
Section 12. Fixing Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.
When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors . The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least 18 years of age.
 
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Section 2. Number of Directors . The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be two.
Section 3. Election and Term of Directors At each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualify or until their respective deaths, resignations or removals in the manner hereinafter provided.
Section 4. Quorum of Directors and Action by the Board . A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided by these by-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 5. Meetings of the Board . An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of stockholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.
Meetings of the Board of Directors shall be held at such places as may fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the office of the Corporation.
 
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No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Eastern time, on the third day prior to the meeting or by telegram, written message or orally to the director not later than noon, Eastern time, on the day prior to the meeting. Notices are deemed to have been given: by mail, when deposited in the United States mail; by telegram at the time of filing; and by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not to be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
Section 6. Resignations . Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal of Directors . Any or all of the directors may be removed with or without cause by vote of the stockholders.
Section 8. Newly Created Directorships and Vacancies . Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by stockholders may be
 
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filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by stockholders shall be filled by the stockholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Section 9. Executive and other Committees of Directors . The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of one or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:
 
 	(1)	Approving or adopting, or recommending to the stockholders, any action or matter expressly required by this chapter to be submitted for approval, or	
 
 	(2)	Adopting, amending or repealing any by-law of the corporation.	
The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of Directors.
Section 10. Compensation of Directors . The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.
 
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ARTICLE III
OFFICERS
Section 1. Officers . The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary and a Treasurer, and from time to time may elect or appoint one or more Vice Presidents or such other officers as it may determine. Any two or more offices may be held by the same person.
Section 2. Other Officers . The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 3. Compensation . The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Term of Office and Removal . Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of stockholders. Any officer may be removed by the Board, with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
Section 5. Power and Duties .
a) President : The President shall be the chief executive officer and chief operating officer of the Corporation, shall have general and active management of the business of the Corporation, shall have responsibility for the general operation of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also preside at all meetings of the stockholders and the Board of Directors.
He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed
 
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and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall exercise such other powers, shall preform such other duties and have such other responsibilities as may be given from time to time by the Board of Directors or the By-laws of the Corporation.
b) Vice-Presidents : The Vice-Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
c) Secretary and Assistant Secretaries : The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
d) Treasurer and Assistant Treasurers : The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
 
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He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or of there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 6. Books to be Kept . The Corporation shall keep (a) correct and complete books and records of account, (b) minutes of the proceedings of the stockholders, Board of Directors and any committees of directors, and (c) a current list of the directors and officers and their residence addresses; and the Corporation shall also keep at its office or at the office of its transfer agent or registrar if any, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.
 
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Section 7. Checks, Notes, etc . All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
ARTICLE IV
FORMS OF CERTIFICATES AND LOSS
AND TRANSFER OF SHARES
Section 1. Forms of Share Certificates . The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chairman of the Board, the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face thereof:
(1) That the corporation is forms under the laws of the State of Delaware;
(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.
 
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Section 2. Transfers of Shares . Shares of the Corporation shall be transferable on the record of stockholders upon presentment to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.
Section 3. Lost, Stolen or Destroyed Share Certificates . No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors, upon:
(1) Production of evidence of loss, destruction or wrongful taking;
(2) Delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;
(3) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and
(4) Compliance with such other reasonable requirements as may be imposed.
ARTICLE V
OTHER MATTERS
Section 1. Corporate Seal . The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 2. Fiscal Year . The fiscal year of the Corporation shall be the 12 months ending December 31 or such other period as may be fixed by the Board of Directors.
Section 3. Amendments . By-laws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the
 
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election of any directors. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon as hereinabove provided.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
 
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Exhibit 3.29
RESTATED ARTICLES OF INCORPORATION
OF
KYSOR INDUSTRIAL CORPORATION
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles:
1. The present name of the corporation is: Kysor Industrial Corporation.
2. The identification number assigned by the Bureau is: 292-673.
3. All former names of the corporation are: Kysor-Michigan Incorporated.
4. The date of filing the original Articles of Incorporation was: May 28, 1985.
The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation:
ARTICLE I
The name of the corporation is: Kysor Industrial Corporation.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.
ARTICLE III
The total authorized shares: Common Shares, 1,000
ARTICLE IV
1. The address of the current registered office is: 601 Abbott Road, East Lansing, Michigan 48823.
2. The name of the current resident agent is: CSC-Lawyers Incorporating Service (Company).
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class

of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing  3 ⁄ 4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as the consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.
ARTICLE VI
A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except that a director’s liability is not limited for:
(1) a breach of the director’s duty of loyalty to the corporation or its shareholders;
(2) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law;
(3) a violation of Section 55(1) of the Michigan Business Corporation Act, which section relates to the making of unauthorized dividends, distributions, or loans; or
(4) a transaction from which the director derived an improper personal benefit.
If the Michigan Business Corporation Act is amended to further eliminate or limit the liability of a director, then a director of the corporation (in addition to the circumstances in which a director is not personally liable as set forth in the preceding paragraph) shall, to the fullest extent permitted by the Michigan Business Corporation Act, as so amended, not be liable to the corporation or its shareholders. No amendment to or modification or repeal of this Article shall increase the liability of any director of the corporation for or with respect to any acts omissions of such director occurring prior to such amendment, modification or repeal.
This Article applies only to acts or omissions and to breaches of fiduciary duty occurring after this Article became effective.
 
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***
These Restated Articles of Incorporation were duly adopted on the 12 th day of March, 1997 in accordance with the provisions of Section 642 of the Act and were duly adopted by the written consent of all the shareholders entitled to vote in accordance with section 407(2) of the Act.
 
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Exhibit 3.30
KYSOR INDUSTRIAL CORPORATION
*****
BY-LAWS
*****
ARTICLE I
OFFICES
Section 1. The registered office shall be in Bingham Farms, Michigan.
Section 2. The corporation may also have offices at such other places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of directors shall be held as set by the board of directors, at such date, time and place as may be fixed by resolution from time to time by the board of directors.
Section 2. Annual meetings of shareholders, commencing with the year 1997, shalt be held as set by the board of directors, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail to each shareholder of record entitled to vote at the meeting.
ARTICLE III
SPECIAL MEETINGS FOR SHAREHOLDERS
Section. 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Michigan as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Special meetings of shareholders may be called at any time, for any purpose or purposes, by the board of directors or by such other persons as may be authorized by law.
Section 3. Written notice of the time, place and purposes of a special meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting.
Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. The shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. When the holders of a class or series of shares, are entitled to vote separately on an item of business, this section applies in determining the presence of a quorum of such class or series for transaction of the item of business.
Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.
ARTICLE V
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be one until such number shall be changed by the Board of Directors or otherwise pursuant to these By-Laws.
Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A directorship to be filled because of an increase in the number of directors or to fill a vacancy may be filled by the board for a term of office continuing only until the next election of directors by the shareholders.
Section 3. The business affairs of the corporation shall be managed by its board except as otherwise provided by statute or in the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.
Section 4. The directors may keep the books of the corporation outside of the State of Michigan at such place or places as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers.
 
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ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular or special meetings of the board of directors may be held either within or without the State of Michigan.
Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board for directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.
Section 4. Special meetings of the board of directors may be called by the president on twenty-four hour notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.
Section 5. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purposes of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting.
Section 6. A majority of the members of the board then in office constitutes a quorum for transaction of business, unless the articles of incorporation provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board unless the vote of a larger number is required by statute, the articles of incorporation or these by-laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 7. Unless otherwise provided by the articles of incorporation, action required or permitted to be taken under authorization voted at a meeting of the board or a committee of the board may be taken without a meeting if, before or after the action, all members of the board or of the committee consent thereto in writing. The written consents shall be filled with the minutes of the proceedings of the board. The consent has the same effect as a vote of the board or committee for all purposes.
Section 8. Directors, or any committee of directors designated by the board of directors, may participate in a meeting of the board of directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting.
 
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ARTICLE VII
COMMITTEES
Section 1. The board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such an absent or disqualified member. A committee, and each member thereof, shall serve at the pleasure of the board. A committee, to the extent provided in the resolution of the board or in the by-laws, may exercise all powers and authority of the board in management of the business and affairs of the corporation subject to any limitations by statute or in the articles of incorporation.
ARTICLE VIII
NOTICES
Section 1. When a notice or communication is required or permitted by statute or the articles of incorporation to be given by mail, it shall be mailed, except as otherwise provided by statute or the articles of incorporation, to the person to whom it is directed at the address designated by him for that purpose or, if none is designated, at his last known address. The notice or communication is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States postal service. The mailing shall be registered, certified or other first class mail except where otherwise provided by statute.
Section 2. When, under statutory requirements or the articles of incorporation or these by-laws or by the terms of an agreement or instrument, the corporation or the board or any committee thereof may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken or, in a case of a shareholder, by his attorney-in-fact, submits a signed waiver of such requirements.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be appointed by the board of directors and shall be a president, one or more vice-presidents, a secretary, a treasurer and such other officers as may be determined by the board.
Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.
 
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Section 3. The board of directors may appoint such other officers, assistant officers, employees and agents as it deems necessary and prescribe their powers and duties.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. An officer elected or appointed shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal. An officer elected or appointed by the board may be removed by the board with or without cause.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all order and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
 
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THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by certificates signed by the president or a vice-president and by the treasurer, assistant treasurer, secretary or assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the state of Michigan, the name of the person to whom issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, the par value of each share represented by the certificate, or a statement that the shares are without par value and shall set forth on its face or back or state that the corporation will furnish to a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the board to designate and prescribe the relative rights, preferences and limitations of other series.
Section 2. The signatures of the officers may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
 
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LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, and the board may require the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged lost or destroyed certificate or the· issuance of such a new certificate.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the corporation.
FIXING OF RECORD DATE
Section 5. For the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. The date shall not be more than sixty no less than ten days before any other action. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any other purpose shall be the close of business on the day on which the resolution of the board relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.
REGISTERED SHAREHOLDERS
Section 6. For the purpose of determining shareholders entitled to vote or receive payment of a dividend or allotment of a right, the corporation shall be authorized to accept the list of shareholders made and certified by the officer or agent having charge of the stock transfer books as prima facie evidence as to who are such shareholders on the designated record date.
LIST OF SHAREHOLDERS
Section 7. The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by each shareholder, produced at the time and place of the meeting, subject to inspection by any shareholder during the whole time of the meeting and be prima facie evidence as to who
 
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are the shareholders entitled to examine the list or to vote at the meeting. A person who is a shareholder of record of a corporation, upon at least ten days’ written demand may examine for any proper purpose in person or by agent or attorney, during usual business hours, the corporation’s minutes of shareholders’ meetings and record of shareholders and make extracts therefrom, at the places where they are kept.
ARTICLE XI
Section 1. The corporation may indemnify any director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the Michigan Business Corporation Act in addition to rights granted under the articles of incorporation, by-laws or a contractual agreement. The corporation may further indemnify directors, and may indemnify persons who are not directors, as authorized by law, resolution of the board of directors or contractual agreement authorized by the board of directors. Changes in these By-laws reducing the scope of indemnification shall not apply to actions or omissions occurring before such change.
ARTICLE XII
Section 1. The board of directors may declare and pay dividends or make other distributions in cash, bonds or property of the corporation, including the shares or bonds of other corporations on its outstanding shares, except when currently the corporation is insolvent or would thereby be made insolvent, or when the declaration, payment or distribution would be contrary to any statutory restriction or restriction contained in the articles of incorporation.
Section 2. Before payment of any dividend, the board of directors may create reserves from its earned surplus or capital surplus for any purpose and may increase, decrease or abolish such reserve.
CHECKS
Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words, “Corporate Seal, Michigan”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
 
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ARTICLE XIII
AMENDMENTS
These by-laws may be amended or repealed or new bi-laws may be adopted by the shareholders or board of directors except as may be provided in the articles of incorporation. The shareholders may prescribe in these by-laws that any by-law made by them shall not be altered or repealed by the board of directors. Amendment of the by-laws by the board requires a vote of not less than a majority of the members of the board then in office.
 
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Exhibit 3.31
ARTICLES OF INCORPORATION
OF
KYSOR INDUSTRIAL CORPORATION
FIRST: The name of the corporation is KYSOR INDUSTRIAL CORPORATION.
SECOND: Its principal office in the State of Nevada is located at One East First Street, Reno, Washoe County, Nevada 89501. The name and address of its resident agent is The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501.
THIRD: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:
To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.
To hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises and to take the same by devise or bequest.
To acquire, and pay for in cash, stock or bonds or this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant license in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of or any bonds, securities, or evidences of the indebtedness created by any other corporation or corporations of this state, or any other state or government, and, while owner of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful objects.
To purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or funds; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further, that shares of its own capital stock belonging to is shall not be voted upon, directly or indirectly, nor counted as outstanding, for the purpose of computing any stockholders’ quorum or vote.
To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this state, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and in any foreign countries.
To do all and everything necessary and proper for the accomplishment of the objects hereinbefore enumerated or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects hereinbefore set forth.
The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in these articles of incorporation, but the objects and purposes specified in each of the foregoing clauses or this article shall be regarded as independent object and purposes.
FOURTH: The amount of the total authorized capital stock or the corporation is Twenty Five Thousand Dollars ($25,000) consisting of Twenty Five Thousand (25,000) shares of stock of the par value of One Dollar ($1.00) each.
FIFTH: The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this corporation, provided that the number of directors shall not be reduced to less than three (3), except that in cases where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three (3) but not less than the number of stockholders.
 
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The names and post office addresses of the first board of directors, which shall be Three in number, are as follows:

NAME	  	POST OFFICE ADDRESS	
Raymond A .Weigel	  	One Madison Ave. Cadillac, Mich. 49601	
Gerald A. Faloon	  	One Madison Ave. Cadillac, Mich. 49601	
Clayton C.Jesweak	  	One Madison Ave. Cadillac, Mich. 49601	
SIXTH: The capital stock, after the amount of the subscription price, or par value has been paid in shall not be subject to assessment to pay the debts of the corporation.
SEVENTH: The name and post office address of each of the incorporators signing the articles of incorporation are as follows:

NAME	  	POST OFFICE ADDRESS	
James L. Mulvihill	  	615 Griswold St. Detroit, Mich. 48226	
Sharon L. Gahlau	  	615 Griswold St. Detroit, Mich. 48226	
Linda E.Fruehe	  	615 Griswold St. Detroit, Mich. 48226	
EIGHTH: The corporation is to have perpetual existence.
NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized;
Subject to the by-laws, if any, adopted by the stockholders, to make, alter or amend the by-laws or the corporation.
To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.
By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the
 
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corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board or directors.
When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders’ meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets or the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.
TENTH: Meetings of stockholders may be held outside the State of Nevada, if the by-laws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the state of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.
ELEVENTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed by statute, or by the articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.
 
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Exhibit 3.32
KYSOR INDUSTRIAL CORPORATION
* * * * *
BY-LAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno, County of Washoe, State of Nevada.
Section 2. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be held at One Madison Avenue, in the City of Cadillac, State of Michigan. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1979, shall be held on the fourth Friday of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 2:00 P.M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notices of meetings shall be in writing and signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this state, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
 
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Section 7. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 8. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.
Section 9. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.
Section 10. Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the articles of incorporation require a greater proportion of voting power to authorize such action, in which case such greater proportion of written consents shall be required.
 
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be four (3), all of whom shall be of full age and at least one of whom shall be a citizen of the United States. The number of directors may from time to time be increased to not more than seven (7) or decreased to not less than three by amending this section of the by-laws. The directors shall be elected at the annual meeting of the stockholders, and except as provided in Section 2 of this article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.
Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by
 
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the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.
Section 7. Special meetings of the board of directors may be called by the president or secretary on the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least one day before the date of the meeting.
Section 8. A majority of the board of directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 10. The committees shall keep regular minutes of their proceedings and report the same to the board when required.
 
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COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meetings; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under the provisions of the statutes, of the articles of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
 
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint additional vice presidents, and assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
 
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THE VICE PRESIDENT
Section 8. The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors may from time to time prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at the regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
 
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Section 12. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a certificate, signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarize the rights of the holders of such stock.
Section 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation
 
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and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be the officer or officers of such corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding sixty days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.
 
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REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
 
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FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal, Nevada.”
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting.
 
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Exhibit 3.33
ARTICLES OF INCORPORATION
(PURSUANT TO NRS CHAPTER 78)
1. Name of Corporation : Kysor Nevada Holding Corp.
2. Registered Agent for Service of Process:  The Corporation Trust Company of Nevada.
3: Authorized Stock (number of shares corporation is authorized to issue):
Number of shares with par value: 1,000
Par value $ per share: $0.01
Number of shares without par value: None
4. Names and Addresses of the Board of Directors/Trustees:
 
 	1)	Glen E. Tellock, 2400 South 44th Street, Manitowoc, WI 54220	
 
 	2)	Maurice D. Jones, 2400 South 44th Street, Manitowoc, WI 54220	
 
 	3)	Carl J. Laurino, 2400 South 44th Street, Manitowoc, WI 54220	
5. Name, Address and Signature of Incorporator:   David W. Clark, 777 East Wisconsin Avenue, Milwaukee, WI 53202.
6. Certificate of Acceptance of Appointment of Registered Agent:
I hereby accept appointment as Registered Agent for the above named Entity.

By:	 	/s/ Kelly Snedden	 		  	Kelly Snedden, Asst. Secretary 11/24/08	

Exhibit 3.34
BYLAWS
OF
KYSOR NEVADA HOLDING CORP.
(a Nevada corporation)
ARTICLE I. OFFICES
 
 	Section 1.01.	Principal and Business Offices.	
The corporation may have such principal and other business offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the corporation may require from time to time.
 
 	Section 1.02.	Registered Office.	
The registered office of the corporation required by the Nevada Private Corporations Law to be maintained in the State of Nevada may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
 
 	Section 2.01.	Annual Meeting.	
The annual meeting of the shareholders shall be held on the last business day of each fiscal year, or at such other time and date within thirty (30) days before or after such date as may be fixed by the President or the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is practicable.
 
 	Section 2.02.	Special Meetings.	
Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the Nevada Private Corporations Law, may be called by the President or the Board of Directors. The corporation shall call a special meeting of shareholders in the event that the holders of at least twenty percent (20%) of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held. The corporation shall give notice of such a special meeting within thirty (30) days after the date that the demand is delivered to the corporation.

 	Section 2.03.	Place of Meeting .	
The President or the Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual or special meeting of shareholders. If no designation is made, the place of meeting shall be the principal office of the corporation. Any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.
 
 	Section 2.04.	Notice of Meeting.	
Written notice stating the date, time and place of any meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting (unless a different time is provided by the Nevada Private Corporations Law or the articles of incorporation), either personally or by mail, by or at the direction of the President, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the Nevada Private Corporations Law. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock record books of the corporation, with postage thereon prepaid. If an annual or special meeting of shareholders is adjourned to a different date, time or place, the corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date for an adjourned meeting is or must be fixed, the corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new record date.
 
 	Section 2.05.	Waiver of Notice.	
A shareholder may waive any notice required by the Nevada Private Corporations Law, the articles of incorporation or these bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Nevada Private Corporations Law (except that the time and place of meeting need not be stated) and be delivered to the corporation for inclusion in the corporate records. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
 
 	Section 2.06.	Fixing of Record Date .	
The President or the Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders, shareholders entitled to demand a special meeting as contemplated by Section 2.02 hereof, shareholders entitled to take any other action, or shareholders for any other purpose.
 
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Such record date shall not be more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed by the Board of Directors or by the Nevada Private Corporations Law for the determination of shareholders entitled to notice of and to vote at a meeting of shareholders, the record date shall be the close of business on the day before the first notice is given to shareholders. If no record date is fixed by the Board of Directors or by the Nevada Private Corporations Law for the determination of shareholders entitled to demand a special meeting as contemplated in Section 2.02 hereof, the record date shall be the date that the first shareholder signs the demand. Except as provided by the Nevada Private Corporations Law for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares) or a share dividend is the date on which the Board of Directors authorized the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.
 
 	Section 2.07.	Shareholders’ List for Meetings.	
After a record date for a special or annual meeting of shareholders has been fixed, the corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the Nevada Private Corporations Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.07. The corporation shall make the shareholders’ list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of any action taken at a meeting of shareholders.
 
 	Section 2.08.	Quorum and Voting Requirements.	
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. If the corporation has only one class of stock outstanding, such class shall constitute a separate voting group for purposes of this Section 2.08. Except as otherwise provided in the articles of incorporation or the Nevada Private Corporations Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the
 
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votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Nevada Private Corporations Law requires a greater number of affirmative votes. Unless otherwise provided in the articles of incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present. Though less than a quorum of the outstanding votes of a voting group are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
 
 	Section 2.09.	Conduct of Meeting.	
The President, and in his or her absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairperson of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.
 
 	Section 2.10.	Proxies.	
At all meetings of shareholders, a shareholder may vote his or her shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months from the date of its signing unless a different period is expressly provided in the appointment form.
 
 	Section 2.11.	Voting of Shares.	
Except as provided in the articles of incorporation or in the Nevada Private Corporations Law, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a meeting of shareholders.
 
 	Section 2.12.	Action without Meeting.	
Any action required or permitted by the articles of incorporation or these bylaws or any provision of the Nevada Private Corporations Law to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if a written consent or consents, describing the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the corporation for inclusion in the corporate records.
 
 	Section 2.13.	Acceptance of Instruments Showing Shareholder Action.	
If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:
(a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.
 
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(b) The name purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.
(d) The name signed purports to be that of a pledge, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.
(e) Two (2) or more persons are the shareholders as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners. The corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.
ARTICLE III. BOARD OF DIRECTORS
 
 	Section 3.01.	General Powers and Number .	
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the Board of Directors. The number of directors of the corporation shall be three (3).
 
 	Section 3.02.	Tenure and Qualifications.	
Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and, if necessary, qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his or her term, or until his or her prior death, resignation or removal. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed from office with or without cause if the votes cast to remove the director exceeds the number of votes cast not to remove such director. A director may
 
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resign at any time by delivering written notice which complies with the Nevada Private Corporations Law to the Board of Directors, to the President or to the corporation. A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Nevada or shareholders of the corporation.
 
 	Section 3.03.	Regular Meetings.	
A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors shall provide, by resolution, the date, time and place, either within or without the State of Nevada, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.
 
 	Section 3.04.	Special Meetings.	
Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors. The President may fix any place, either within or outside the State of Nevada, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed the place of the meeting shall be the principal office of the corporation in the State of Nevada.
 
 	Section 3.05.	Notice; Waiver .	
Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than forty-eight hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or these bylaws or any provision of the Nevada Private Corporations Law, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The corporation shall retain any such waiver as part of the permanent corporate records. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
 
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 	Section 3.06.	Quorum.	
Except as otherwise provided by the Nevada Private Corporations Law or by the articles of incorporation or these bylaws, a majority of the number of directors specified in Section 3.01 of these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors from time to time without further notice.
 
 	Section 3.07.	Manner of Acting.	
The affirmative vote of a majority of the directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the Nevada Private Corporations Law, the articles of incorporation or these bylaws require the vote of a greater number of directors.
 
 	Section 3.08.	Conduct of Meetings.	
The President, and in his or her absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairperson of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.
 
 	Section 3.09.	Vacancies.	
Except as provided below, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by any of the following: (a) the shareholders; (b) the Board of Directors; or (c) if the directors remaining in office constitute fewer than a quorum of the Board of Directors, the directors, by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date, because of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
 
 	Section 3.10.	Compensation .	
The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. The Board of Directors also shall have authority to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.
 
 	Section 3.11.	Presumption of Assent.	
A director who is present and is announced as present at a meeting of the Board of Directors, when corporate action is taken, assents to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his or her
 
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arrival to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice that complies with the Nevada Private Corporations Law of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.
 
 	Section 3.12.	Telephonic Meetings.	
Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these bylaws, members of the Board of Directors may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. If action is to be taken at any meeting held by such means on any of the following: (a) a plan of merger or share exchange; (b) a sale, lease, exchange or other disposition of substantial property or assets of the corporation; (c) a voluntary dissolution or the revocation of voluntary dissolution proceedings; or (d) a filing for bankruptcy, then the identity of each director participating in such meeting must be verified by the disclosure at such meeting by each such director of each such director’s social security number to the secretary of the meeting before a vote may be taken on any of the foregoing matters. For purposes of the preceding clause (b), the phrase “sale, lease, exchange or other disposition of substantial property or assets” shall mean any sale, lease, exchange or other disposition of property or assets of the corporation having a net book value equal to ten percent (10%) or more of the net book value of the total assets of the corporation on and as of the close of the fiscal year last ended prior to the date of such meeting and as to which financial statements of the corporation have been prepared. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his or her sole discretion, to be inappropriate under the circumstances for action at a meeting held by such means. Such determination shall be made and announced in advance of such meeting.
 
 	Section 3.13.	Action without Meeting.	
Any action required or permitted by the Nevada Private Corporations Law to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the corporation. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date.
ARTICLE IV. OFFICERS
 
 	Section 4.01.	Number.	
The principal officers of the corporation shall be a President, the number of Vice Presidents as authorized from time to time by the Board of Directors, a Secretary, a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers
 
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as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly authorized officer to appoint one or more officers or assistant officers. Any two (2) or more offices may be held by the same person. Additionally, without the authorization of the Board of Directors, the President may designate such additional people with such titles, including Vice Presidents, and duties as he or she deems appropriate, which positions shall not be considered officers elected or appointed by the Board of Directors.
 
 	Section 4.02.	Election and Term of Office.	
The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal.
 
 	Section 4.03.	Removal.	
The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.
 
 	Section 4.04.	Resignation.	
An officer may resign at any time by delivering notice to the corporation that complies with the Nevada Private Corporations Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date.
 
 	Section 4.05.	Vacancies.	
A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.04 hereof, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.
 
 	Section 4.06.	President .	
The President, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to him or her by the Board of Directors. The President shall have authority to sign, execute and acknowledge, on behalf of the corporation, all documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors, but, unless approved by the Board of Directors, shall have no authority to sign, execute or acknowledge, on behalf of the corporation, any deeds, mortgages, bonds, guaranties, or instruments granting liens, borrowing funds or creating indebtedness.
 
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 	Section 4.07.	Vice Presidents.	
Each Vice President shall perform such duties and have such authority as from time to time shall be delegated or assigned to him or her by the President or by the Board of Directors.
 
 	Section 4.08.	Secretary.	
The Secretary shall: (a) keep minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose (including records of actions taken by the shareholders or the Board of Directors without a meeting); (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by the Nevada Private Corporations Law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) maintain a record of the shareholders of the corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors.
 
 	Section 4.09.	Treasurer.	
The Treasurer, if any, shall perform such duties and have such authority as shall from time to time be delegated or assigned to him or her by the President or by the Board of Directors.
 
 	Section 4.10.	Assistant Secretaries and Assistant Treasurers.	
There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
 
 	Section 4.11.	Other Assistants and Acting Officers.	
The Board of Directors shall have the power to appoint, or to authorize any duly appointed officer of the corporation to appoint, any person to act as assistant to any officer, or as agent for the corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting
 
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officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the appointing officer.
 
 	Section 4.12.	Salaries.	
The salaries of the principal officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS
 
 	Section 5.01.	Contracts.	
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.
 
 	Section 5.02.	Loans.	
No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
 
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 	Section 5.03.	Checks, Drafts, etc.	
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
 
 	Section 5.04.	Deposits.	
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.
 
 	Section 5.05.	Voting of Securities Owned by this Corporation.	
Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation, and (b) whenever, in the judgment of the President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal, if any, or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES
 
 	Section 6.01.	Certificates for Shares .	
Certificates representing shares of the corporation shall be in such form, consistent with the Nevada Private Corporations Law, as shall be determined by the Board of Directors. Such certificates shall be signed by (a) the President or a Vice President, and (b) the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.
 
 	Section 6.02.	Facsimile Signatures and Seal.	
The seal of the corporation, if any, on any certificates for shares may be a facsimile. The signature of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the corporation itself or an employee of the corporation.
 
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 	Section 6.03.	Signature by Former Officers.	
The validity of a share certificate is not affected if a person who signed the certificate (either manually or in facsimile) no longer holds office when the certificate is issued.
 
 	Section 6.04.	Transfer of Shares	
Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that such endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.
 
 	Section 6.05.	Restrictions on Transfer.	
The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.
 
 	Section 6.06.	Lost, Destroyed or Stolen Certificates.	
Where the owner claims that certificates for shares have been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, (b) files with the corporation a sufficient indemnity bond if required by the Board of Directors or any principal officer, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.
 
 	Section 6.07.	Consideration for Shares.	
The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. Before the corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. In the absence of a resolution adopted by the Board of Directors expressly determining that the consideration received or to be received is adequate, approval by the Board of Directors of the issuance of shares shall be deemed to constitute such a determination. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. The corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or other property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the
 
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shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.
 
 	Section 6.08.	Stock Regulations.	
The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may deem expedient concerning the issue, transfer and registration of shares of the corporation.
ARTICLE VII. SEAL
 
 	Section 7.01.	Corporate Seal.	
The Board of Directors may provide for a corporate seal for the corporation.
ARTICLE VIII. INDEMNIFICATION
 
 	Section 8.01.	Indemnification   of Directors   and Officers .	
The corporation shall, to the fullest extent permitted or required by Sections 78.745 to 78.752, inclusive, of the Nevada Private Corporations Law, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director or Officer is a Party because he or she is or was a Director or Officer of the corporation. The corporation shall also indemnify an employee who is not a Director or Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a Proceeding, for all Expenses incurred in the Proceeding if the employee was a Party because he or she is or was an employee of the corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which a Director, Officer or employee may be entitled under any written agreement, Board resolution, vote of shareholders, the Nevada Private Corporations Law or otherwise. The corporation may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses under this Section 7.01 by the purchase of insurance on behalf of any one or more of such Directors, Officers or employees, whether or not the corporation would be obligated to indemnify or advance Expenses to such Director, Officer or employee under this Section 7.01.
ARTICLE IX. AMENDMENTS
 
 	Section 9.01.	By Shareholders.	
These bylaws may be amended or repealed and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders at which a quorum is in attendance.
 
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 	Section 9.02.	By Directors.	
Except as otherwise provided by the Nevada Private Corporations Law or the articles of incorporation, these bylaws may also be amended or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that bylaw.
 
 	Section 9.03.	Implied Amendments.	
Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the bylaws then in effect but which is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the bylaws so that the bylaws would be consistent with such action shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
 
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Exhibit 3.35
CERTIFICATE OF FORMATION
OF LANDIS HOLDINGS LLC
1. The name of the limited liability company is Landis Holdings LLC .
2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.
3. The effective date of this Certificate shall be September 30, 2006.

Exhibit 3.36
OPERATING AGREEMENT OF
LANDIS HOLDINGS LLC
This OPERATING AGREEMENT is made and entered into as of the 30th day of September 2006, by and between SCOTSMAN INDUSTRIES, INC. (the “Member”) and JACKSON MSC LLC , (the “Company”).
WHEREAS , Jackson MSC Inc., a Delaware corporation (the “Corporation”) was formed May 26, 1994; and
WHEREAS , the Company is a continuation of the Corporation pursuant to the conversion of the Corporation into the Company pursuant to a Certificate of Conversion and a Certificate of Formation filed effective September 30, 2006; and
WHEREAS , the Member has a 100% membership interest in the Company; and
WHEREAS , the Member and the Company are hereby entering into this Operating Agreement to govern the Company.
NOW, THEREFORE , in consideration of the foregoing, the parties hereto agree as follows:
 
1.	DEFINITIONS	
The following terms used in this Operating Agreement shall have the following meanings:
1.1 “Act” shall mean the Delaware Limited Liability Company Act, as amended from time to time.
1.2 “Board” or “Board of Managers” shall mean the Managers designated pursuant to Section 4.1 of this Operating Agreement.
1.3 “Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member whenever made.
1.4 “Certificate of Formation” shall mean the Certificate of Formation of the Company as filed with the Secretary of State of Delaware on September 26, 2006 as amended from time to time.
1.5 “Company” shall refer to Landis Holdings LLC.
1.6 “Conversion Date” shall mean September 30, 2006.
1.7 “Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.

1.8 “Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a member of the Company.
1.9 “Manager” shall mean the persons designated as Managers pursuant to Section 4.1 of this Operating Agreement.
1.10 “Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of the fiscal year.
1.11 “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.
1.12 “Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such “Person,” where the context so permits.
1.13 “Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expensed incident to the ownership or operation of the Company’s business.
 
2.	FORMATION OF THE COMPANY	
2.1 Formation . The Company has been organized as a Delaware limited liability company under and pursuant to the Act.
2.2. Name . The name of the Company is “Landis Holdings LLC.”
2.3 Principal Place of Business . The Company’s initial place of business shall be U.S. Highway 25E, Barbourville, KY 40906. The Company may locate its place of business and its registered office at any other place or places the Member may deem advisable.
2.4 Registered   Office and Registered   Agent . The Company’s initial registered office shall be at the office of the registered agent at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, and the name of its initial registered agent shall be Corporation Service Company. The registered office and registered agent may be changed by the Member by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant to the Act.
2.5 Term . The term of the Company commenced upon September 30, 2006 and shall continue in existence in perpetuity, or until the Company is dissolved pursuant to this Operating Agreement or the Act.
2.6 Purpose . The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.
2.7 Certificates . Irwin M. Shur is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate
 
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of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” within the meaning of the Act.
 
3.	MEMBER	
3.1 Names and Addresses . Scotsman Industries, Inc. is the sole Member of the Company.
3.2 Events of Bankruptcy . The Member shall not cease to be a member of the company upon the happening of any of the events listed in Section 18-304(a) or (b).
3.3 Membership Certificates . A Member’s membership interest in the Company shall be evidenced by one or more certificates.
 
4.	MANAGEMENT OF THE COMPANY	
4.1 Board of Managers . The business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers designated by the Member. The Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers. The initial number of Managers shall be three (3). Each Manager elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. The initial Managers designated by the Member are the directors of the Corporation immediately prior to the Conversion Date.
4.2 Powers . The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Board of M01anagers has the authority to bind the Company.
4.3 Meeting of the Board of Managers . The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.
4.4 Quorum: Acts of the Board . At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Operating Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken
 
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without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.
4.5 Electronic Communications . Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.
4.6 Committees of Managers .
4.6.1 The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
4.6.2 In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.
4.6.3 Any such committee, to the extent provided in the resolution of the Board shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.7 Compensation of Managers; Expenses . The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
4.8 Removal of Managers . Unless otherwise restricted by law, any Manager or the entire Board of Managers may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.
4.9 Officers . The Board of Managers shall have authority to create offices and designate Persons to fill such offices. The initial officers of the Company shall be the officers of the Corporation immediately prior to the Conversion Date. The additional or successor officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Managers may also choose one or more
 
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Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The officers of the Company shall hold office until removed by the Board or the Member or until their successors are chosen and qualified. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board or by the Member. Any vacancy occurring in any office of the Company shall be filled by the Board. The authority of the officers until changed by the Board shall be as follows:
4.9.1 President . The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law or this Operating Agreement to be otherwise signed and executed; (ii) where signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company, and (iii) as otherwise permitted in Section 4.9.2.
4.9.2 Vice President . In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managers, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.9.3 Secretary and Assistant Secretary . The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.9.4 Treasurer and Assistant Treasurer . The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the
 
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Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
4.10 Limited Liability . Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company.
 
5.	CONTRIBUTIONS TO THE COMPANY	
5.1 Contributions . The Member shall not be obligated to make any Capital Contributions to the Company.
5.2 Loans by Member . The Member may, but is not obligated to loan to the Company, such sums as the Member determines to be appropriate for the conduct of the Company’s business on such terms as the Member may determine.
 
6.	ALLOCATIONS AND DISTRIBUTIONS	
6.1 Allocations of Profits and Losses . All of the Net Profits and New Losses of the Company for each fiscal year shall be allocated to the Member.
6.2 Distributions . Distributions shall be made to the Member at such time or times as the Member shall determine in its sole discretion.
6.3 Limitation upon Distributions .
6.3.1 No distributions or return of Capital Contributions may be made and paid if prohibited by Section 18-607 or 18-804 of the Act.
 
7.	DISSOLUTION AND TERMINATION	
7.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:
7.1.1 the entry of a decree of judicial dissolution under the Act; or
7.1.2 by the written consent of the Member.
7.2 Winding up, Liquidation and Distribution of Assets .
7.2.1 If the Company is dissolved and its affairs are to be wound up, the Member is directed to:
 
 	(1)	sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company,	
 
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 	including any liabilities to the Member and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and	
 
 	(2)	distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member.	
7.2.2 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.
7.3 Articles of Dissolution . When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provision have been made therefore and all of the remaining property and assets of the Company have been distributed, articles of dissolution, as required by the Act, shall be executed and filed with the Delaware Secretary of State.
7.4 Effect of Filing Articles of Dissolution . Upon the filing of articles of dissolution with the Delaware Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.
 
8.	MISCELLANEOUS PROVISIONS	
8.1 Choice of Law . This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules) and specifically by the Act.
8.2 Amendments . This Operating Agreement may not be amended except in writing signed by the Member.
8.3 Headings . The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
8.4 Severability . If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remain of this Operating Agreement and the application thereof shall both be affected and shall be enforceable to the fullest extent permitted by law.
8.5. Successors and Assigns . Each and all of the covenants, terms, provision and agreements herein contained shall be binding upon and insure to the benefit of the parties hereto and their respective successors and assigns.
 
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Exhibit 3.37
ARTICLES OF INCORPORATION
of
MANITOWOC EQUIPMENT WORKS, INC.
I, the undersigned, for the purpose of forming a corporation under the General Corporation Law of the State of Nevada, do hereby certify:
ARTICLE I.
Name
The name of the corporation is Manitowoc Equipment Works, Inc.
ARTICLE II.
Registered Office: Resident Agent
The corporation’s registered office in the State of Nevada is One East First Street, Reno, Nevada 89501. The name of the corporation’s resident agent at such address is The Corporation Trust Company of Nevada.
ARTICLE III.
Capital Stock
The aggregate number of shares which the corporation shall have authority to issue is 25,000, of a single class designated as “Common Stock”, having a par value of $0.01 per share.
ARTICLE IV.
Governing Body
The governing body of the corporation shall consist of directors, the number of which may be fixed from time to time by the By-laws of the Corporation. The initial Board of Directors shall consist of three (3) members, whose names and addresses are as follows:

Name	  	Address	
		
Fred M . Butler	  	700 East Magnolia Avenue	
	  	Suite B	
	  	Manitowoc, WI 54221	
		
Robert R. Friedl	  	700 East Magnolia Avenue	
	  	Suite B	
	  	Manitowoc, WI 54221	
		
E. Dean Flynn	  	700 East Magnolia Avenue	
	  	Suite B	
	  	Manitowoc, WI 54221	

ARTICLE V.
Incorporator
The name and address of the sole incorporator executing these Articles of Incorporation are as follows:

Name	  	Address	
		
Thomas A . Simonis	  	c/o Quarles & Brady	
	  	411 East Wisconsin Avenue	
	  	Milwaukee, Wisconsin 53202	
 
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Exhibit 3.38
BY-LAWS
OF
MANITOWOC EQUIPMENT WORKS, INC.
(a Nevada corporation)
INTRODUCTION –
VARIABLE REFERENCES
Date of Adoption of these By-Laws: December 7, 1993
Date of Incorporation: December 7, 1993
 
 	0.01.	The annual shareholders’ meeting will be held on the first Monday in November.	
 
 	0.02.	Required notice of shareholders’ meeting (see Section 2.04): not less than 10 days.	
 
 	0.03.	Authorized number of directors (see Section 3.01): three (3).	
 
 	0.04.	Required notice of directors’ meetings (see Section 3.05):	
 
 	(a)	Not less than 72 hours if by mail; and	
 
 	(b)	Not less than 48 hours if by telegram, cable or radiogram, personal delivery, or word of mouth, telephone or radiophone.	
 
 	0.05.	The fiscal year shall end on December 31 of each year.	

ARTICLE I. OFFICES
1.01. Principal and Business Officers.  The corporation shall establish a principal business office in the State of Nevada and shall maintain a resident agent in charge of such office. The corporation may have such principal and other business offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the corporation may require from time to time.
1.02. Registered Office.  The registered office of the corporation required by the Nevada General Corporation Law to be maintained in the State of Nevada shall be identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting.  The annual meeting of the shareholders shall be held in each year on the date set forth in Section 0.01, at the hour designated in the written notice of said meeting given pursuant to Section 2.04, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.
2.02. Special Meeting.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or the articles of incorporation, may be called by either the President, the Board of Directors, the Chairman of the Board (if the Board of Directors determines to elect one), or by the holders of not less than one-tenth of all shares of the corporation entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.
2.03. Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Nevada or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by the vote of a majority of the shares represented thereat.
 
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2.04. Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days set forth in Section 0.02 (unless a longer period is required by law or the articles of incorporation) no more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid. Notice sent to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership.
2.05. Closing of Transfer Books or Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.
2.06. Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholders during the whole time of the meeting for the purposes of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
2.07. Quorum.  Except as otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter
 
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shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
2.08. Conduct of Meetings.  Except to the extent the Board of Directors may otherwise provide, the President, and in his absence, a Vice President, in the order provided under Section 4.08, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.
2.09. Proxies.  At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation.
2.10. Voting of Shares.  Each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the articles of incorporation.
2.11. Voting of Shares by Certain Holders.
(a) Other Corporations.  Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the Board of Directors or by the by-laws of such other corporation.
(b) Legal Representatives or Fiduciaries.  Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors which shares are not standing in the name of such fiduciary may be voted by him, either in person or by proxy, without a transfer of such shares into his name provided that there is filed with the Secretary before or at the time of meeting proper evidence of his incumbency and the number of shares held. Shares
 
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standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary shall be conclusive evidence of the signer’s authority to execute such proxy, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.
(c) Pledgees . A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
(d) Treasury Stock and Subsidiaries.  Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.
(e) Minors.  Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has received written notice or has actual knowledge that such shareholder is a minor.
(f) Incompetents and Spendthrifts.  Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.
(g) Joint Tenants. Shares registered in the name of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote filed with the Secretary of the corporation a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the corporation has no actual knowledge that the survivor has been adjudicated not to be the successor to the interest of those deceased.
2.12. Waiver of Notice by Shareholders.  Whenever any notice whatever is required to be given to any shareholder of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Nevada General Corporation Law, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.
 
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2.13. Shareholders’ Action Without Meeting.  Except as may be otherwise required by the laws of the State of Nevada, any action which may be taken by the vote of shareholders at a meeting may be taken without a meeting if authorized by the written consent of shareholders holding at least a majority of the voting power; provided, however, that if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consent shall be required. In no instance where action is authorized by such written consent need a meeting of shareholders be called or noticed.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number. The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation shall be as set forth in Section 0.03.
3.02. Tenure and Qualifications.  Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified, or until his prior death, resignation or removal. A director may be removed from office by affirmative vote on written consent of the holders of two-thirds of the outstanding shares entitled to vote for the election of such directors. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Nevada or shareholders of the corporation, but at least one director must be a citizen of the United States of America.
3.03. Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place either within or without the State of Nevada for the holding of additional regular meetings without other notice than such resolution.
3.04. Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board (if the Board of Directors determines to elect one), the President, Secretary or any two directors. The Chairman of the Board, President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Nevada as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the corporation in the State of Nevada.
3.05. Notice; Waiver.  Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given to each director (i) by written notice delivered personally or mailed or given by telegram, cable or radiogram to such director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, or (ii) by word of mouth, telephone or radiophone personally to such director, in each case not less than that number of hours prior thereto as set forth in Section 0.04. If mailed, such notice shall he deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice is given by telegram, cable or radiogram, such notice shall be deemed to be delivered when the telegram, cable or radiogram is delivered to the transmitting agency. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any
 
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time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
3.06. Quorum.  Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors set forth in Section 0.03 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
3.07. Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation or these by-laws.
3.08. Conduct of Meetings. The Chairman of the Board, or in the event the Board of Directors determines not to elect a Chairman of the Board, or in his absence, the President, and in his absence, a Vice President, in the order provided under Section 4.08, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as Chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.
3.09. Vacancies . Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors; provided, that in case of a vacancy created by the removal of a director by vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.
3.10. Compensation.  The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.
3.11. Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
 
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3.12. Executive Committee and Other Committees.  The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors set forth in Section 0.03 may designate an Executive Committee and one or more other committees, each committee to consist of one or more directors elected by the Board of Directors. The Executive Committee shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, provided that in no case shall the Executive Committee or any other committee act in respect to dividends to shareholders, election of principal officers or the filling of vacancies in the Board of Directors, or committees created pursuant to this section. Subject to the foregoing, the other committees, if any, shall have and may exercise such powers as may be provided in the resolution of the Board of Directors designating such committee, as such resolution may from time to time be amended and supplemented. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting or such committee, upon request by the President or upon request by the chairman of such meeting. Each such committee shall elect a presiding officer from its members, shall fix its own rules governing the conduct of its activities, shall keep regular minutes of their proceedings and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.
3.13. Unanimous Consent Without Meeting.  Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors or any committee thereof at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or members of such committee entitled to vote with respect to such action.
ARTICLE IV. OFFICERS
4.01. Number.  The principal officers of the corporation shall be a Chairman of the Board (if the Board of Directors determines to elect one), a President, one or more Vice Presidents (if the Board of Directors determines to elect one or more), one or more of whom may be designated Executive Vice President and one or more of whom may be designated Senior Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Vice President and President and Secretary. The duties of the officers shall be those enumerated herein and any further duties designated by the Board of Directors. The duties herein specified for particular officers may be transferred to and vested in such other officers as the Board of Directors shall elect or appoint, from time to time and for such periods or without limitation as to time as the Board shall order.
4.02. Election and Term of Office.  The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.
 
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4.03. Removal.  Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
4.04. Vacancies.  A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
4.05. Chairman of the Board.  The Chairman of the Board (if the Board of Directors determines to elect one) shall preside at all meetings of the Board of Directors and shall have such further and other authority, responsibility and duties as may be granted to or imposed upon him by the Board of Directors, including without limitation his designation pursuant to Section 4.07 as chief executive officer of the corporation.
4.06. President.  The President, unless the Board of Directors shall otherwise order pursuant to Section 4.07, shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and shall preside at all meetings of the Board of Directors unless the Board of Directors shall have elected a Chairman of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business or which shall be authorized by resolution of the Board of Directors and except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of the chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time. In the event the Board of Directors determines not to elect a Chairman of the Board or in the event of his absence or disability, the President shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of and be subject to all of the duties and restrictions imposed upon the Chairman of the Board.
4.07. Chairman of the Board as Chief Executive Officer. The Board of Directors may designate the Chairman of the Board as the chief executive officer of the corporation. In such event, the Chairman of the Board shall assume all authority, power, duties and responsibilities otherwise appointed to the President pursuant to Section 4.06, and all references to the President in these by-laws shall be regarded as references to the Chairman of the Board as such chief executive officer, except where a contrary meaning is clearly required, and provided that in no case shall the Chairman of the Board be empowered in place of the President to sign the certificates for shares of stock of the corporation.
 
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In further consequence of designating the Chairman of the Board as the chief executive officer, the President shall thereby become the chief administrative officer of the corporation. He shall, in the absence of the Chairman of the Board, preside at all meetings of stockholders and directors. During the absence or disability of the Chairman of the Board he shall exercise the functions of the chief executive officer of the corporation. He shall have authority to sign all certificates, contracts, and other instruments of the corporation necessary or proper to be executed in the course of the corporation’s regular business or which shall be authorized by the Board of Directors and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors or the Chairman of the Board. He shall have the authority, subject to such rules, directions, or orders, as may be prescribed by the Chairman of the Board or the Board of Directors, to appoint and terminate the appointment of such agents and employees of the corporation as he shall deem necessary, to prescribe their power, duties and compensation and to delegate authority to them.
4.08. The Vice Presidents.  At the time of election, one or more of the Vice Presidents may be designated Executive Vice President and one or more of the Vice Presidents may be designated Senior Vice President. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Executive Vice President, or if more than one, the Executive Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, or in the event of his or their inability to act, then the Senior Vice President, or if more than one, the Senior Vice Presidents in the order designated at the time of their election, or in the absence of any such designation then in the order of their election, or in the event of his or their inability to act, then the other Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign with the Secretary or Assistant Secretary certificates for shares of the corporation and shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.
4.09. The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which address shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.
4.10. The Treasurer. The Treasurer shall: (a) have charge and custody and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as
 
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shall be selected in accordance with the provisions of Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
4.11. Assistant Secretaries and Assistant Treasurers.  There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
4.12. Other Assistants and Acting Officers.  The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.
4.13. Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS
5.01. Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.
5.02. Loans.  No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
 
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5.03. Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner, including by means of facsimile signatures, as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
5.04. Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.
5.05. Voting of Securities Owned by This Corporation.  Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice President, it is desirable for this corporation to execute a proxy or written consent with respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates for Shares.  Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.
6.02. Facsimile Signatures and Seal.  The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.
 
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6.03. Signature by Former Officers.  In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
6.04. Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board of Directors. Title to a certificate and to the shares represented thereby can be transferred only as provided by the Uniform Stock Transfer Act, Chapter 79 of the Nevada Statutes and the acts amendatory thereof and supplementary thereto.
6.05. Restrictions on Transfer.  The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.
6.06. Lost, Destroyed or Stolen Certificates . Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as the Board of Directors may prescribe.
6.07. Consideration for Shares.  The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any share until such share is fully paid.
6.08. Stock Regulations.  The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Nevada as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation, including the appointment or designation of one or more stock transfer agents and one or more stock registrars.
 
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ARTICLE VII. OFFICERS AND DIRECTORS: LIABILITY AND INDEMNITY;
TRANSACTIONS WITH CORPORATION
7.01. Liability of Directors and Officers.  No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a director or officer of the corporation, or of any other corporation which he serves as a director or officer at the request of the corporation, in good faith, if such person (a) exercised and used the same degree of care and skill as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or information furnished by officers or employees of the corporation which he had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.
7.02. Indemnity of Officers and Directors.  Every person who is or was a director or officer of the corporation, and any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, shall (together with the heirs, executors and administrators of such person) be indemnified by the corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which he is made or threatened to be made a party by reason of his being or having been such director or officer, except in relation to matters as to which a recovery shall be had against him by reason of his having been finally adjudged in such action, suit or proceeding to have been guilty of fraud in the performance of his duty as such officer or director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit or proceeding. In the case of a criminal action, suit or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such director or officer is guilty of fraud in the performance of his duties, if such director or officer was acting in good faith in what he considered to be the best interests of the corporation and with no reasonable cause to believe that the action was illegal.
The corporation, by its Board of Directors, may indemnify in like manner, or with any limitations, any employee or former employee of the corporation with respect to any action taken or not taken in his capacity as such employee.
The foregoing rights of indemnification shall be in addition to all rights to which officers, directors or employees may be entitled as a matter of law.
7.03. Transactions With the Corporation.  The Board of Directors may from time to time authorize transactions by officers, directors and employees with the corporation, and may authorize lending money and granting credit of the corporation to or for the use of such officers, directors and employees, providing that the directors who vote for or assent to the making of a loan to an officer or director of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof, unless such directors shall sustain the burden of proof that such loan was made for a proper business purpose.
No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable
 
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because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if 1) the fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or 2) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or 3) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
ARTICLE VIII. GENERAL
8.01 Seal.  The Board of Directors may provide for a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation, the year when incorporated, and the words “Nevada” and “Corporate Seal” .
8.02. Fiscal Year.  The fiscal year of the corporation shall be as provided in Section 0.05.
ARTICLE IX. AMENDMENTS
9.01. By Shareholders. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.
9.2. By Directors.  These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no by-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so provides.
9.03. Implied Amendments.  Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far as is necessary to permit the specific action so taken or authorized.
 
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Exhibit 3.39
ARTICLES OF ORGANIZATION - LIMITED LIABILITY COMPANY
Executed by the undersigned for the purpose of forming a Wisconsin Limited Liability Company under Chapter 183 of the Wisconsin Statutes:

Article 1.	  	Name of the limited liability company:	
		
	  	Manitowoc Foodservice Companies, LLC	
		
Article 2.	  	The limited liability company is organized under Ch. 183 of the Wisconsin Statutes.	
		
Article 3.	  	Name of the initial registered agent:	
		
	  	CSC-LAWYERS INCORPORATING SERVICE COMPANY	
		
Article 4.	  	Street address of the initial registered office:	
		
	  	8040 Excelsior Drive	
	  	Suite 400	
	  	Madison, WI 53717	
	  	United States of America	
		
Article 5.	  	Management of the limited liability company shall be vested in:	
		
	  	A member or members	
		
Article 6.	  	Name and complete address of each organizer:	
		
	  	Cynthia Zdrojewski Jorgensen	
	  	411 East Wisconsin Avenue	
	  	Suite 2040	
	  	Milwaukee, WI 53202-4497	
	  	United States of America	
		
Other Information.	  	This document was drafted by:	
		
	  	Margaret E.M. Utterbac	
		
	  	Organizer Signature:	
		
	  	Cynthia Zdrojewski Jorgensen	

Exhibit 3.40
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
MANITOWOC FOODSERVICE COMPANIES, LLC
Dated as of
March 25, 2010

TABLE OF CONTENTS

 	  	 	  	Page	 	
			
ARTICLE I	  	DEFINITIONS	  	 	3	 	
			
Act	  		  	 	3	  	
		
Agreement	  	 	3	 	
		
Cash from Operations	  	 	3	 	
			
Code	  		  	 	3	 	
		
Company	  	 	4	 	
		
Member	  	 	4	 	
		
Merging Entity	  	 	4	 	
			
Person	  		  	 	4	 	
		
Reserves	  	 	4	 	
		
Transfer	  	 	4	 	
			
ARTICLE II	  	FORMATION; NAME; PURPOSES	  	 	4	 	
			
2.1	  	Formation	  	 	4	 	
			
2.2	  	Name	  	 	4	 	
			
2.3	  	Purpose	  	 	4	 	
			
2.4	  	Powers	  	 	4	 	
			
2.5	  	Registered Agent and Registered Office	  	 	4	 	
			
2.6	  	Principal Place of Business	  	 	5	 	
			
2.7	  	Term	  	 	5	 	
			
2.8	  	Membership Interest	  	 	5	 	
			
ARTICLE III	  	CAPITAL CONTRIBUTIONS AND LOANS	  	 	5	 	
			
3.1	  	Capital Contribution	  	 	5	 	
			
3.2	  	Additional Capital Contributions	  	 	5	 	
			
3.3	  	No Interest Earned on Company Capital	  	 	5	 	
			
3.4	  	Advances from the Member	  	 	5	 	
			
ARTICLE IV	  	DISTRIBUTIONS	  	 	5	 	
			
4.1	  	Distributions	  	 	5	 	
			
4.2	  	Limitations Upon Distributions	  	 	5	 	

							
			
ARTICLE V	  	ADMISSION OF ADDITIONAL MEMBERS	  	 	6	 	
			
ARTICLE VI	  	TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER	  	 	6	 	
			
6.1	  	Certificate of Membership Interest	  	 	6	 	
			
6.2	  	Assignment and Transfer of Membership Interest	  	 	6	 	
			
6.3	  	Withdrawal	  	 	6	 	
			
ARTICLE VII	  	MANAGEMENT	  	 	6	 	
			
7.1	  	Management	  	 	6	 	
			
7.2	  	Liability and Indemnification	  	 	7	 	
			
7.3	  	Fiscal Year; Method of Accounting; Elections	  	 	7	 	
			
ARTICLE VIII	  	LIABILITY OF MEMBER	  	 	7	 	
			
ARTICLE IX	  	DISSOLUTION AND TERMINATION	  	 	7	 	
			
9.1	  	Events Causing Dissolution	  	 	7	 	
			
9.2	  	Procedure for Winding Up and Dissolution	  	 	8	 	
			
9.3	  	Filing of Articles of Dissolution	  	 	8	 	
			
ARTICLE X	  	GENERAL PROVISIONS	  	 	8	 	
			
10.1	  	Assurances	  	 	8	 	
			
10.2	  	Complete Agreement	  	 	8	 	
			
10.3	  	Applicable Law	  	 	8	 	
			
10.4	  	Section Titles	  	 	9	 	
			
10.5	  	Binding Provisions	  	 	9	 	
			
10.6	  	Construction	  	 	9	 	
			
10.7	  	Separability of Provisions	  	 	9	 	
			
10.8	  	Counterparts	  	 	9	 	
 
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AMENDED AND RESTATED
OPERATING AGREEMENT
OF
MANITOWOC FOODSERVICE COMPANIES, LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 25th day of March, 2010, by and between MANITOWOC FSG U.S. HOLDING, LLC, a Delaware limited liability company (the “Member”) and MANITOWOC FOODSERVICE COMPANIES, LLC, a single-member Wisconsin limited liability company (the “Company”).
R E C I T A L S
A. On December 14, 2009, The Manitowoc Company, Inc. formed the Company as a limited liability company pursuant to the Wisconsin Limited Liability Company Law, Chapter 183 of the Wisconsin Statutes (the “Act”) for the purpose of merging its wholly-owned subsidiary, Manitowoc Foodservice Companies, Inc., a Nevada corporation (the “Merging Entity”) into the Company in accordance with the provisions of Chapter 92A of the Nevada Statutes;
B. Subsequent to the formation of the Company and the merger referenced in Paragraph A, above, The Manitowoc Company, Inc. contributed 100% of its ownership interest in the Company to Manitowoc FSG U.S. Holding, LLC;
C. Manitowoc FSG U.S. Holding, LLC and the Company are entering into this Agreement, which shall supersede any prior operating agreements, to set forth the provisions for the governance and operation of the Company.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:
Act . Chapter 183 of the Wisconsin Limited Liability Company Law, as amended from time to time.
Agreement . This Amended and Restated Operating Agreement, as amended from time to time in accordance with its terms.
Cash from Operations . All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.
Code . The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.
 
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Company . Manitowoc Foodservice Companies, LLC, the Wisconsin limited liability company organized pursuant to this Agreement and the Act.
Member . Manitowoc FSG U.S. Holding, LLC.
Merging Entity . Manitowoc Foodservice Companies, Inc., a Nevada corporation.
Person . Any natural person, general partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust, business trust, cooperative, estate, association, corporation or any other legal or commercial entity, including without limitation, a foreign trust or any foreign business organization, and heirs, executors, administrators, legal representatives, successors and assigns of each Person where the context so permits.
Reserves . Reserves means amounts set aside by the Company as determined by the Member or any officer to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.
Transfer . With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, sale or other transfer or disposition of such interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any interest in the Company, and as a verb, voluntarily or involuntarily to assign, sell or otherwise transfer or dispose of such interest.
ARTICLE II
FORMATION; NAME; PURPOSES
2.1 Formation . The Manitowoc Company, Inc. formed the Company as a limited liability company pursuant to the Act effective December 14, 2009, by filing Articles of Organization of the Company with the Wisconsin Department of Financial Institutions, Division of Corporate and Consumer Services (the “Department”). The Company and all equity ownership interests in the Company will be governed by this Agreement, and, except as modified by this Agreement, by the Act.
2.2 Name . The name of the Company is “Manitowoc Foodservice Companies, LLC.”
2.3 Purpose . The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.
2.4 Powers . The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.
2.5 Registered Agent and Registered Office . The registered agent of the Company in Wisconsin is CSC-Lawyers Incorporating Service Company, and the street address of its registered office is 8040 Excelsior Drive, Suite 400, Madison, Wisconsin 53717. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.
 
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2.6 Principal Place of Business . The Company’s principal place of business shall be located at 2400 South 44th Street, Manitowoc, Wisconsin 54220. The Company’s principal place of business may be changed from time to time by the Member.
2.7 Term . The term of the Company commenced on December 14, 2009, which was the effective date of formation of the Company, and shall be perpetual or until the Company is dissolved in accordance with Article IX of this Agreement.
2.8 Membership Interest . The equity ownership interest in the Company is designated as the “Membership Interest.” The Membership Interest is personal property and the owner of the Membership Interest has no claim to specific property of the Company. The Membership Interest is subject to the limitations on Transfer set forth in Sections 6.2 and 6.3. Except as contemplated by Article V hereof, it is the intent of the Member and the Company that there be only one member of the Company at any time and that the Membership Interest be the only interest in the Company outstanding at any time. In the event of a Transfer of the Membership Interest permitted by Section 6.2 or Section 6.3 below, references in this Agreement to the Member will thereafter be deemed to refer to the succeeding owner of the Membership Interest.
ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS
3.1 Capital Contribution . On December 31, 2009, the Member acquired the sole Membership Interest in the Company and, as a result, the existing capital account of the prior member of the Company has become the capital account of the Member.
3.2 Additional Capital Contributions . The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at such times and in such amounts as the Member may decide from time to time.
3.3 No Interest Earned on Company Capital . Interest earned on the Company funds shall inure to the benefit of the Company and the Member shall not be entitled to receive interest on the capital contributions.
3.4 Advances from the Member . The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it deems appropriate.
ARTICLE IV
DISTRIBUTIONS
4.1 Distributions . Except for distributions upon liquidation of the Company (which are governed by Section 9.2), Cash from Operations for each fiscal year of the Company, less Reserves, shall be distributed to the Member at such times as the Member shall determine.
4.2 Limitations Upon Distributions . No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company.
 
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ARTICLE V
ADMISSION OF ADDITIONAL MEMBERS
The Company may cause the Company to have more than one member by issuing a Membership Interest to a Person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest stating that the Member consents to the Issuance of Additional Interest. In connection with any Issuance of Additional Interest in accordance with this Article V, this Agreement shall be superseded by a limited liability company agreement approved by the Member and entered into by all members, including each additional member, and the Company.
ARTICLE VI
TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
6.1 Certificate of Membership Interest . The Membership Interest may be evidenced by a certificate in a form approved by the Member. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.
6.2 Assignment and Transfer of Membership Interest . Absent a written statement of consent by the Member to Transfer the Membership Interest other than in accordance with this Section 6.2, the Member shall not Transfer the Membership Interest to any Person except in a Transfer of the entire Membership Interest to another corporation or other legal entity in a Transfer to which Section 381 of the Internal Revenue Code of 1986, as amended, is applicable, and pursuant to which the transferee becomes or remains the sole owner of the Membership Interest and agrees to be bound by the terms and conditions of this Agreement, including the limitations on the Transfer of the Membership Interest set forth herein. Any permitted Transfer under this Section 6.2 shall, in all cases, be accompanied by a Transfer to the transferee of all rights of the Company in respect of any outstanding indebtedness owing by the Company to the Member.
6.3 Withdrawal . The Member may withdraw or resign from the Company only in connection with a Transfer to a successor member that is the transferee of both the entire Membership Interest and any indebtedness owed to the Member in accordance with this Article 6 regardless of any provision of the Act to the contrary.
ARTICLE VII
MANAGEMENT
7.1 Management . The Member shall manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. The Member shall, to the fullest extent permitted by the Act, have full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in
 
6

any and all activities necessary, customary or incident to the management of the Company’s business, affairs and properties. The Member may also elect such officers of the Company as it deems necessary or desirable from time to time who shall serve at the discretion of the Member. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Member. The officers shall have authority to execute on behalf of the Company all deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments to be executed in the course of the Company’s business.
7.2 Liability and Indemnification .
(a) Neither the Member (nor any officer or director thereof), nor any officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by this Agreement, except for fraud, negligence, intentional misconduct, or an intentional breach of this Agreement or any employment agreement.
(b) The Member (and its officers and directors), and each officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement. Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 7.2(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.
7.3 Fiscal Year; Method of Accounting; Elections . The Company’s fiscal year for both tax and financial reporting purposes shall end on December 31 each year, which is the same fiscal year used by the Member. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.
ARTICLE VIII
LIABILITY OF MEMBER
The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.
ARTICLE IX
DISSOLUTION AND TERMINATION
9.1 Events Causing Dissolution . Upon the occurrence of any one of the following events, the Company shall be immediately dissolved:
(a) The affirmative determination of the Member to dissolve the Company;
 
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(b) The happening of any event which makes it unlawful for the Company’s business to be conducted; or
(c) The entry of a decree of dissolution under Section 183.0902 of the Act.
9.2 Procedure for Winding Up and Dissolution . Upon the dissolution of the Company, the officers shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Member or any Person designated by the Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Member.
9.3 Filing of Articles of Dissolution . If the Company is dissolved, the Member or its designee shall promptly cause a Articles of Dissolution to be executed and delivered for filing.
ARTICLE X
GENERAL PROVISIONS
10.1 Assurances . Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Member reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.
10.2 Complete Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may not be amended without the written consent of all of the parties hereto.
10.3 Applicable Law . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Wisconsin.
 
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10.4 Section Titles . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
10.5 Binding Provisions . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.
10.6 Construction . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.
10.7 Separability of Provisions . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.
10.8 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
 
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Exhibit 3.41
ARTICLES OF INCORPORATION - STOCK FOR-PROFIT CORPORATION
Executed by the undersigned for the purpose of forming a Wisconsin Stock For-Profit Corporation under Chapter 180 of the Wisconsin Statutes:

    Article 1.	  	Name of the corporation:	
		
	  	Manitowoc Foodservice Holding, Inc.	
		
    Article 2.	  	The corporation is organized under Ch. 180 of the Wisconsin Statutes.	
		
    Article 3.	  	Name of the initial registered agent:	
		
	  	CORPORATION SERVICE COMPANY	
		
    Article 4.	  	Street address of the initial registered office:	
		
	  	8040 Excelsior Drive	
	  	Suite 400	
	  	Madison, WI 53717	
	  	United States of America	
		
    Article 5.	  	Number of shares of stock the corporation shall be authorized to issue:	
		
	  	Number of Shares Authorized: 100
Class: Common	
		
    Article 6.	  	Name and complete address of each incorporator:	
		
	  	Kenneth V. Hallett	
	  	411 East Wisconsin Avenue Suite 2350	
	  	Milwaukee, WI 53202	
	  	United States of America	
		
Other Information.	  	This document was drafted by:	
		
	  	Kenneth V. Hallett, ESQ	
		
	  	Incorporator signature:	
		
	  	Kenneth V. Hallett	

Exhibit 3.42
BYLAWS
OF
MANITOWOC FOODSERVICE HOLDING, INC.
ADOPTED
DECEMBER 16, 2015

Table of Contents

 	  	 	  	Page	 	
		
ARTICLE I. OFFICES; RECORDS	  	 	1	  	
			
1.01	  	Principal and Business Offices	  	 	1	  	
1.02	  	Registered Office and Registered Agent	  	 	1	  	
		
ARTICLE II. SHAREHOLDERS	  	 	1	  	
			
2.01	  	Annual Meeting	  	 	1	  	
2.02	  	Special Meetings	  	 	2	  	
2.03	  	Place of Meeting	  	 	2	  	
2.04	  	Notices to Shareholders	  	 	2	  	
2.05	  	Fixing of Record Date	  	 	3	  	
2.06	  	Shareholder List	  	 	4	  	
2.07	  	Quorum and Voting Requirements; Voting Groups	  	 	4	  	
2.08	  	Conduct of Meetings	  	 	4	  	
2.09	  	Proxies	  	 	5	  	
2.10	  	Voting of Shares	  	 	5	  	
		
ARTICLE III. BOARD OF DIRECTORS	  	 	5	  	
			
3.01	  	General Powers and Number	  	 	5	  	
3.02	  	Election, Removal, Tenure and Qualifications	  	 	5	  	
3.03	  	Regular Meetings	  	 	6	  	
3.04	  	Special Meetings	  	 	6	  	
3.05	  	Meetings By Telephone or Other Communication Technology	  	 	6	  	
3.06	  	Notice of Meetings	  	 	7	  	
3.07	  	Quorum	  	 	7	  	
3.08	  	Manner of Acting	  	 	7	  	
3.09	  	Conduct of Meetings	  	 	7	  	
3.10	  	Vacancies	  	 	7	  	
3.11	  	Compensation	  	 	8	  	
3.12	  	Presumption of Assent	  	 	8	  	
3.13	  	Committees	  	 	8	  	
		
ARTICLE IV. OFFICERS	  	 	8	  	
			
4.01	  	Appointment	  	 	8	  	
4.02	  	Resignation and Removal	  	 	8	  	
4.03	  	Vacancies	  	 	9	  	
4.04	  	Chairperson of the Board	  	 	9	  	
4.05	  	President	  	 	9	  	
4.06	  	Vice Presidents	  	 	9	  	
4.07	  	Secretary	  	 	10	  	
4.08	  	Treasurer	  	 	10	  	
4.09	  	Assistants and Acting Officers	  	 	10	  	
4.10	  	Salaries	  	 	10	  	

Table of Contents
(continued)

ARTICLE V. SHARES AND THEIR TRANSFER	  	 	10	  	
			
5.01	  	Certificates for Shares	  	 	10	  	
5.02	  	Signature by Former Officers	  	 	11	  	
5.03	  	Transfer of Shares	  	 	11	  	
5.04	  	Restrictions on Transfer	  	 	11	  	
5.05	  	Lost, Destroyed or Stolen Certificates	  	 	12	  	
5.06	  	Consideration for Shares	  	 	12	  	
5.07	  	Stock Regulations	  	 	12	  	
		
ARTICLE VI. WAIVER OF NOTICE	  	 	12	  	
			
6.01	  	Shareholder Written Waiver	  	 	12	  	
6.02	  	Shareholder Waiver by Attendance	  	 	12	  	
6.03	  	Director Written Waiver	  	 	12	  	
6.04	  	Director Waiver by Attendance	  	 	12	  	
		
ARTICLE VII. ACTION WITHOUT MEETINGS	  	 	13	  	
			
7.01	  	Shareholder Action Without Meeting	  	 	13	  	
7.02	  	Director Action Without Meeting	  	 	13	  	
		
ARTICLE VIII. INDEMNIFICATION	  	 	13	  	
			
8.01	  	Indemnification for Successful Defense	  	 	13	  	
8.02	  	Other Indemnification	  	 	13	  	
8.03	  	Written Request	  	 	14	  	
8.04	  	Nonduplication	  	 	14	  	
8.05	  	Determination of Right to Indemnification	  	 	14	  	
8.06	  	Advance of Expenses	  	 	15	  	
8.07	  	Nonexclusivity	  	 	15	  	
8.08	  	Court-Ordered Indemnification	  	 	16	  	
8.09	  	Indemnification and Allowance of Expenses of Employees and Agents	  	 	17	  	
8.10	  	Insurance	  	 	17	  	
8.11	  	Securities Law Claims	  	 	17	  	
8.12	  	Liberal Construction	  	 	17	  	
8.13	  	Definitions Applicable to this Article	  	 	17	  	
		
ARTICLE IX. SEAL	  	 	18	  	
		
ARTICLE X. AMENDMENTS	  	 	18	  	
			
10.01	  	By Shareholders	  	 	18	  	
10.02	  	By Directors	  	 	19	  	
10.03	  	Implied Amendments	  	 	19	  	
		
ARTICLE XI. STOCK TRANSFER RESTRICTION	  	 	19	  	
 
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ARTICLE I. OFFICES; RECORDS
1.01 Principal and Business Offices . The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
1.02 Registered Office and Registered Agent . The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin. The address of the registered office may be changed from time to time by any officer or by the registered agent. The office of the registered agent of the corporation shall be identical to such registered office.
1.03 Corporate Records . The following documents and records shall be kept at the corporation’s principal office or at such other reasonable location as may be specified by the corporation:
(a) Minutes of shareholders’ and Board of Directors’ meetings and any written notices thereof.
(b) Records of actions taken by the shareholders or directors without a meeting.
(c) Records of actions taken by committees of the Board of Directors.
(d) Accounting records.
(e) Records of its shareholders.
(f) Current Bylaws.
(g) Written waivers of notice by shareholders or directors (if any).
(h) Written consents by shareholders or directors for actions without a meeting (if any).
(i) Voting trust agreements (if any).
(j) Stock transfer agreements to which the corporation is a party or of which it has notice (if any).
(k) Consents by shareholders and directors to receive notice via electronic transmissions (if any).
ARTICLE II. SHAREHOLDERS
2.01 Annual Meeting . The annual meeting of the shareholders shall be held on the first Tuesday of May in each year at 10:00 a.m., or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If

the day fixed for the annual meeting is a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.
2.02 Special Meetings . Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairperson of the Board, if there is one, the President or the Board of Directors. If and as required by the Wisconsin Business Corporation Law, a special meeting shall be called upon written demand describing one or more purposes for which it is to be held by holders of shares with at least 10% of the votes entitled to be cast on any issue proposed to be considered at the meeting. The purpose or purposes of any special meeting shall be described in the notice required by Section 2.04 of these Bylaws.
2.03 Place of Meeting . The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or any special meeting. If no designation is made, the place of meeting shall be the principal office of the corporation but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.
2.04 Notices to Shareholders.
(a) Required Notice . Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting (unless a different time is provided by law or the Articles of Incorporation), by or at the direction of the Chairperson of the Board, if there is one, the President or the Secretary, to each shareholder entitled to vote at such meeting or, for the fundamental transactions described in subsections (e)(1) to (4) below (for which the Wisconsin Business Corporation Law requires that notice be given to shareholders not entitled to vote), to all shareholders. For purposes of this Section 2.04, notice by “electronic transmission” (as defined in the Wisconsin Business Corporation Law) is written notice. Written notice is effective:
(1) When mailed, if mailed postpaid and addressed to the shareholder’s address shown in the corporation’s current record of shareholders.
(2) When electronically transmitted to the shareholder in a manner authorized by the shareholder.
At least twenty (20) days’ notice shall be provided if the purpose, or one of the purposes, of the meeting is to consider a plan of merger or share exchange for which shareholder approval is required by law, or the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property, with or without good will, otherwise than in the usual and regular course of business.
(b) Adjourned Meeting . Except as provided in the next sentence, if any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.04, to those persons who are shareholders as of the new record date.
 
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(c) Waiver of Notice . A shareholder may waive notice in accordance with Article VI of these Bylaws.
(d) Contents of Notice . The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called, and only business within the purpose described in the meeting notice may be conducted at a special shareholders’ meeting. Except as otherwise provided in subsection (e) of this Section 2.04, in the Articles of Incorporation, or in the Wisconsin Business Corporation Law, the notice of an annual shareholders’ meeting need not include a description of the purpose or purposes for which the meeting is called.
(e) Fundamental Transactions . If a purpose of any shareholder meeting is to consider either: (1) a proposed amendment to the Articles of Incorporation (including any restated articles); (2) a plan of merger or share exchange for which shareholder approval is required by law; (3) the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property, with or without good will, otherwise than in the usual and regular course of business; (4) the dissolution of the corporation; or (5) the removal of a director, the notice must so state and in cases (1), (2) and (3) above must be accompanied by, respectively, a copy or summary of the: (1) proposed articles of amendment or a copy of the restated articles that identifies any amendment or other change; (2) proposed plan of merger or share exchange; or (3) proposed transaction for disposition of all or substantially all of the corporation’s property. If the proposed corporate action creates dissenters’ rights, the notice must state that shareholders and beneficial shareholders are or may be entitled to assert dissenters’ rights, and must be accompanied by a copy of Sections 180.1301 to 180.1331 of the Wisconsin Business Corporation Law.
2.05 Fixing of Record Date . The Board of Directors may fix in advance a date as the record date for one or more voting groups for any determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action, such date in any case to be not more than seventy (70) days prior to the meeting or action requiring such determination of shareholders, and may fix the record date for determining shareholders entitled to a share dividend or distribution. If no record date is fixed for the determination of shareholders entitled to demand a shareholder meeting, to notice of or to vote at a meeting of shareholders, or to consent to action without a meeting, (a) the close of business on the day before the corporation receives the first written demand for a shareholder meeting, (b) the close of business on the day before the first notice of the meeting is mailed or otherwise delivered to shareholders, or (c) the close of business on the day before the first written consent to shareholder action without a meeting is received by the corporation, as the case may be, shall be the record date for the determination of shareholders. If no record date is fixed for the determination of shareholders entitled to receive a share dividend or distribution (other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares), the close of business on the day on which the resolution of the Board of Directors is adopted declaring the dividend or distribution shall be the record date. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof unless the Board of Directors fixes a new record date and except as otherwise required by law. A new record date must be set if a meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
 
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2.06 Shareholder List . The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete record of the shareholders entitled to notice of such meeting, arranged by class or series of shares and showing the address of and the number of shares held by each shareholder. The shareholder list shall be available at the meeting and may be inspected by any shareholder or his or her agent or attorney at any time during the meeting or any adjournment. Any shareholder or his or her agent or attorney may inspect the shareholder list beginning two (2) business days after the notice of the meeting is given and continuing to the date of the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held and, subject to Section 180.1602(2)(b) 3 to 5 of the Wisconsin Business Corporation Law, may copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection hereunder. The original stock transfer books and nominee certificates on file with the corporation (if any) shall be prima facie evidence as to who are the shareholders entitled to inspect the shareholder list or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
2.07 Quorum and Voting Requirements; Voting Groups . Except as otherwise provided in the Articles of Incorporation or in the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast by shares entitled to vote as a separate voting group on a matter, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter at a meeting of shareholders. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless a greater number of affirmative votes is required by the Wisconsin Business Corporation Law or the Articles of Incorporation. If the Articles of Incorporation or the Wisconsin Business Corporation Law provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that meeting.
2.08 Conduct of Meetings . The Chairperson of the Board, or if there is none, or in his or her absence, the President, and in the President’s absence, a Vice President in the order provided under Section 4.06 of these Bylaws, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairperson of the meeting, and the Secretary shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.
 
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2.09 Proxies . At all meetings of shareholders, a shareholder entitled to vote may vote in person or by proxy appointed as provided in the Wisconsin Business Corporation Law. The means by which a shareholder or the shareholder’s authorized officer, director, employee, agent or attorney-in-fact may authorize another person to act for the shareholder by appointing the person as proxy include:
(a) Appointment of a proxy in writing by signing or causing the shareholder’s signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile or electronic signature.
(b) Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.
An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment including a signature (which may be an electronic signature) is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. The presence of a shareholder who has made an effective proxy appointment shall not of itself constitute a revocation. The Board of Directors shall have the power and authority to make rules that are not inconsistent with the Wisconsin Business Corporation Law as to the validity and sufficiency of proxy appointments.
2.10 Voting of Shares . Each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares are enlarged, limited or denied by the Articles of Incorporation or the Wisconsin Business Corporation Law. Shares owned directly or indirectly by another corporation are not entitled to vote if this corporation owns, directly or indirectly, sufficient shares to elect a majority of the directors of such other corporation. However, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
ARTICLE III. BOARD OF DIRECTORS
3.01 General Powers and Number . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors. The number of directors of the corporation shall be three (3). The number of directors may be increased or decreased from time to time by amendment to this Section adopted by the shareholders or the Board of Directors, but no decrease shall have the effect of shortening the term of an incumbent director.
3.02 Election, Removal, Tenure and Qualifications . Unless action is taken without a meeting under Section 7.01 of these Bylaws, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a shareholders meeting at which a quorum is present; i.e. , the individuals with the largest number of votes in favor of their election are elected as directors up to the maximum number of directors to be
 
5

chosen in the election. Votes against a candidate are not given legal effect and are not counted as votes cast in an election of directors. In the event two (2) or more persons tie for the last vacancy to be filled, a run-off vote shall be taken from among the candidates receiving the tie vote. Each director shall hold office until the next annual meeting of shareholders and until the director’s successor shall have been elected or there is a decrease in the number of directors, or until his or her prior death, resignation or removal. If cumulative voting for directors is not authorized by the Articles of Incorporation, any director or directors may be removed from office by the shareholders if the number of votes cast to remove the director exceeds the number cast not to remove him or her, taken at a meeting of shareholders called for that purpose (unless action is taken without a meeting under Section 7.01 of these Bylaws), provided that the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director. The removal may be made with or without cause unless the Articles of Incorporation or these Bylaws provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. A director may resign at any time by delivering a written resignation to the Board of Directors, to the Chairperson of the Board (if there is one), or to the corporation through the Secretary or otherwise. Directors need not be residents of the State of Wisconsin or shareholders of the corporation.
3.03 Regular Meetings . A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors and any committee may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.
3.04 Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chairperson of the Board, if there is one, the President or any two (2) directors. Special meetings of any committee may be called by or at the request of the foregoing persons or the chairperson of the committee. The persons calling any special meeting of the Board of Directors or committee may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting called by them, and if no other place is fixed the place of meeting shall be the principal office of the corporation in the State of Wisconsin.
3.05 Meetings By Telephone or Other Communication Technology.
(a) Any or all directors may participate in a regular or special meeting or in a committee meeting of the Board of Directors by, or conduct the meeting through the use of, telephone or any other means of communication by which either: (i) all participating directors may simultaneously hear each other during the meeting or (ii) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
(b) If a meeting will be conducted through the use of any means described in paragraph (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in paragraph (a) is deemed to be present in person at the meeting.
 
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3.06 Notice of Meetings . Except as otherwise provided in the Articles of Incorporation or the Wisconsin Business Corporation Law, notice of the date, time and place of any special meeting of the Board of Directors and of any special meeting of a committee of the Board shall be given orally or in writing to each director or committee member at least 48 hours prior to the meeting, except that notice by mail shall be given at least 72 hours prior to the meeting. For purposes of this Section 3.06, notice by electronic transmission is written notice. The notice need not describe the purpose of the meeting. Notice may be communicated in person; by mail or other method of delivery (meaning any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and “electronic transmission,” as defined in the Wisconsin Business Corporation Law); by telephone, including voice mail, answering machine or answering service; or by any other electronic means. Oral notice is effective when communicated. Written notice is effective as follows: If delivered in person or by commercial delivery, when received; if given by mail, when deposited, postage prepaid, in the United States mail addressed to the director at his or her business or home address (or such other address as the director may have designated in writing filed with the Secretary); if given by facsimile, at the time transmitted to a facsimile number at any address designated above; if given by telegraph, when delivered to the telegraph company; and if given by electronic transmission, when electronically transmitted to the director in a manner authorized by the director.
3.07 Quorum . Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors as provided in Section 3.01 shall constitute a quorum of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law, a majority of the number of directors appointed to serve on a committee shall constitute a quorum of the committee.
3.08 Manner of Acting . Except as otherwise provided by the Wisconsin Business Corporation Law or the Articles of Incorporation, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or any committee thereof.
3.09 Conduct of Meetings . The Chairperson of the Board, or if there is none, or in his or her absence, the President, and in the President’s absence, a Vice President in the order provided under Section 4.06 of these Bylaws, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall chair the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any assistant secretary or any director or other person present to act as secretary of the meeting.
3.10 Vacancies . Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A
 
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vacancy that will occur at a specific later date (because of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
3.11 Compensation . The Board of Directors, irrespective of any personal interest of any of its members, may fix the compensation of directors.
3.12 Presumption of Assent . A director who is present and is announced as present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting, or (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers his or her written dissent or abstention to the presiding officer of the meeting before the adjournment thereof or to the corporation immediately after the adjournment of the meeting, or (iv) the director dissents or abstains from the action taken, minutes of the meeting are prepared and fail to show the director’s dissent or abstention from the action taken, and the director delivers to the corporation a written notice of that omission from the minutes promptly after receiving a copy of the minutes. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
3.13 Committees . Unless the Articles of Incorporation otherwise provide, the Board of Directors, by resolution adopted by the affirmative vote of a majority of all the directors then in office, may create one (1) or more committees, each committee to consist of one (1) or more directors as members, which to the extent provided in the resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, may exercise the authority of the Board of Directors, except that no committee may take action which the Wisconsin Business Corporation Law does not permit a committee to take. All members of the Board of Directors who are not members of a given committee shall be alternate members of such committee and may take the place of any absent member or members at any meeting of such committee, upon request by the Chairperson of the Board, if there is one, the President or upon request by the chairperson of such meeting. Each such committee shall fix its own rules (consistent with the Wisconsin Business Corporation Law, the Articles of Incorporation and these Bylaws) governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request. Unless otherwise provided by the Board of Directors in creating a committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority. The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the Board of Directors or any of its members of any responsibility imposed on the Board of Directors or its members by law.
ARTICLE IV. OFFICERS
4.01 Appointment . The principal officers shall include a President, one or more Vice Presidents (the number and designations to be determined by the Board of Directors), a Secretary and such other officers, if any, as may be deemed necessary by the Board of Directors, each of whom shall be appointed by the Board of Directors. Any two or more offices may be held by the same person.
4.02 Resignation and Removal . An officer shall hold office until he or she resigns, dies, is removed hereunder, or a different person is appointed to the office. An
 
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officer may resign at any time by delivering an appropriate written notice to the corporation. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the corporation accepts the later effective date. Any officer may be removed by the Board of Directors with or without cause and notwithstanding the contract rights, if any, of the person removed. Except as provided in the preceding sentence, the resignation or removal is subject to any remedies provided by any contract between the officer and the corporation or otherwise provided by law. Appointment shall not of itself create contract rights.
4.03 Vacancies . A vacancy in any office because of death, resignation, removal or otherwise, shall be filled by the Board of Directors. If a resignation is effective at a later date, the Board of Directors may fill the vacancy before the effective date if the Board of Directors provides that the successor may not take office until the effective date.
4.04 Chairperson of the Board . The Board of Directors may at its discretion appoint a Chairperson of the Board. The Chairperson of the Board, if there is one, shall preside at all meetings of the shareholders and Board of Directors, and shall carry out such other duties as directed by the Board of Directors.
4.05 President . The President shall be the principal executive officer and, subject to the control and direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, in the absence of the Chairperson of the Board (if one is appointed), preside at all meetings of the shareholders and of the Board of Directors. The President shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. The President shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or directed by the Board of Directors, the President may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
4.06 Vice Presidents . In the absence of the President, or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, a Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of the Vice President’s authority to act in the stead of the President.
 
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4.07 Secretary . The Secretary shall: (a) keep (or cause to be kept) regular minutes of all meetings of the shareholders, the Board of Directors and any committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.
4.08 Treasurer . If the Board of Directors appoints a Treasurer, the Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the corporation; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors.
4.09 Assistants and Acting Officers . The Board of Directors and the President shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in the officer’s stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or President shall have the power to perform all the duties of the office to which that person is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the President.
4.10 Salaries . The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.
ARTICLE V. SHARES AND THEIR TRANSFER
5.01 Certificates for Shares . Shares of the corporation’s stock may be certificated or uncertificated, as provided under the Wisconsin Business Corporation Law.
(a) Shares of this corporation may be represented by certificates. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. At a minimum, a share certificate shall state on its face the name of the corporation and that it is organized under the laws of the State of Wisconsin, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. If the corporation is authorized to issue different classes of shares or different series within a class, the front or back of the certificate must contain either (i) a summary of the designations,
 
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relative rights, preferences and limitations applicable to each class, and the variations in the rights, preferences and limitations determined for each series and the authority of the Board of Directors to determine variations for future series, or (ii) a conspicuous statement that the corporation will furnish the shareholder the information described in clause (i) on request, in writing and without charge. Such certificates shall be signed, either manually or in facsimile, by the Chairman, the President, or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate or uncertificated shares shall be issued until, in the case of shares represented by a stock certificate, the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 5.05.
(b) The Board of Directors may authorize the issuance of some or all of any or all classes or series of the corporation’s stock, common, preferred or otherwise, without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on share certificates by paragraph (a) of this Section 5.01 and, if applicable, Section 5.04. Unless the Wisconsin Business Corporation Law or Chapter 408 of the Wisconsin Statutes expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
5.02 Signature by Former Officers . If an officer or assistant officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, has ceased to be such officer or assistant officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if that person were still an officer or assistant officer at the date of its issue.
5.03 Transfer of Shares . The corporation’s books shall reflect transfers of shares only if a transfer of such shares has been made or directed by the record holder of such shares, or by the record holder’s attorney lawfully constituted in writing, and, in the case of shares represented by a certificate, upon surrender of the certificate or compliance with Section 5.05. Prior to due presentment of a certificate for shares for registration of transfer, and unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the shareholder, the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. The corporation may require reasonable assurance that all transfer endorsements are genuine and effective and in compliance with all regulations prescribed by or under the authority of the Board of Directors.
5.04 Restrictions on Transfer . The face or reverse side of each certificate representing shares, or with respect to shares without certificates, the written statement of the information required by Section 5.01(b), shall bear a conspicuous notation of any restriction upon the transfer of such shares imposed by the corporation or imposed by any agreement of which the corporation has written notice.
 
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5.05 Lost, Destroyed or Stolen Certificates . Where the owner claims that his or her certificate for shares has been lost, destroyed or wrongfully taken, a new certificate, or a new statement as provided in Section 5.01(b) for uncertificated shares, shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) if required by the corporation, files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.
5.06 Consideration for Shares . The shares of the corporation may be issued for such consideration as shall be fixed from time to time and determined to be adequate by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration may consist of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation. When the corporation receives the consideration for which the Board of Directors authorized the issuance of shares, such shares shall be deemed to be fully paid and nonassessable by the corporation.
5.07 Stock Regulations . The Board of Directors shall have the power and authority to make all such rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer and registration of shares of the corporation, including the appointment or designation of one or more stock transfer agents and one or more registrars.
ARTICLE VI. WAIVER OF NOTICE
6.01 Shareholder Written Waiver . A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, shall contain the same information that would have been required in the notice under the Wisconsin Business Corporation Law except that the time and place of meeting need not be stated, and shall be delivered to the corporation for inclusion in the corporate records.
6.02 Shareholder Waiver by Attendance . A shareholder’s attendance at a meeting, in person or by proxy, waives objection to both of the following:
(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
(b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
6.03 Director Written Waiver . A director may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation or the Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice and retained by the corporation.
6.04 Director Waiver by Attendance . A director’s attendance at or participation in a meeting of the Board of Directors or any committee thereof waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
 
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ARTICLE VII. ACTION WITHOUT MEETINGS
7.01 Shareholder Action Without Meeting . Action required or permitted by the Wisconsin Business Corporation Law to be taken at a shareholders’ meeting may be taken without a meeting (a) by all shareholders entitled to vote on the action, or (b) if the Articles of Incorporation so provide (and except with respect to an election of directors for which shareholders may vote cumulatively) by shareholders who would be entitled to vote at a meeting shares with voting power sufficient to cast not less than the minimum number (or, in the case of voting by voting groups, the minimum numbers) of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto in accordance with Section 180.0103(16) of the Wisconsin Business Corporation Law and delivered to the corporation for inclusion in its corporate records. A consent hereunder has the effect of a meeting vote and may be described as such in any document. The Wisconsin Business Corporation Law requires that notice of the action be given to certain shareholders and specifies the effective date thereof and the record date in respect thereto.
7.02 Director Action Without Meeting . Unless the Articles of Incorporation provide otherwise, action required or permitted by the Wisconsin Business Corporation Law to be taken at a Board of Directors meeting or committee meeting may be taken without a meeting if the action is taken by all members of the Board or committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director in accordance with Section 180.0103(16) of the Wisconsin Business Corporation Law and retained by the corporation. Action taken hereunder is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed hereunder has the effect of a unanimous vote taken at a meeting at which all directors or committee members were present, and may be described as such in any document.
ARTICLE VIII. INDEMNIFICATION
8.01 Indemnification for Successful Defense . Within twenty (20) days after receipt of a written request pursuant to Section 8.03, the corporation shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation.
8.02 Other Indemnification.
(a) In cases not included under Section 8.01, the corporation shall indemnify a director or officer against all liabilities and expenses incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the corporation and the breach or failure to perform constitutes any of the following:
(1) A willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.
 
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(2) A violation of criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful.
(3) A transaction from which the director or officer derived an improper personal profit.
(4) Willful misconduct.
(b) Determination of whether indemnification is required under this Section shall be made pursuant to Section 8.05.
(c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this Section.
8.03 Written Request . A director or officer who seeks indemnification under Sections 8.01 or 8.02 shall make a written request to the corporation.
8.04 Nonduplication . The corporation shall not indemnify a director or officer under Sections 8.01 or 8.02 to the extent the director or officer has previously received indemnification or allowance of expenses from any person, including the corporation, in connection with the same proceeding. However, the director or officer has no duty to look to any other person for indemnification.
8.05 Determination of Right to Indemnification.
(a) Unless otherwise provided by the Articles of Incorporation or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under Section 8.02 shall select one of the following means for determining his or her right to indemnification:
(1) By a majority vote of a quorum of the Board of Directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the Board of Directors and consisting solely of two (2) or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
(2) By independent legal counsel selected by a quorum of the Board of Directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full Board of Directors, including directors who are parties to the same or related proceedings.
 
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(3) By a panel of three (3) arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the two (2) arbitrators previously selected.
(4) By an affirmative vote of shares represented at a meeting of shareholders at which a quorum of the voting group entitled to vote thereon is present. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.
(5) By a court under Section 8.08.
(6) By any other method provided for in any additional right to indemnification permitted under Section 8.07.
(b) In any determination under (a), the burden of proof is on the corporation to prove by clear and convincing evidence that indemnification under Section 8.02 should not be allowed.
(c) A written determination as to a director’s or officer’s indemnification under Section 8.02 shall be submitted to both the corporation and the director or officer within 60 days of the selection made under (a).
(d) If it is determined that indemnification is required under Section 8.02, the corporation shall pay all liabilities and expenses not prohibited by Section 8.04 within ten (10) days after receipt of the written determination under (c). The corporation shall also pay all expenses reasonably incurred by the director or officer in the determination process under (a).
8.06 Advance of Expenses . Within ten (10) days after receipt of a written request by a director or officer who is a party to a proceeding, the corporation shall pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the corporation with all of the following:
(1) A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the corporation.
(2) A written undertaking, executed personally or on his or her behalf, to repay the allowance to the extent that it is ultimately determined under Section 8.05 that indemnification under Section 8.02 is not required and that indemnification is not ordered by a court under Section 8.08(b)(2). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and shall be accepted without reference to his or her ability to repay the allowance. The corporation may require that the undertaking be secured.
8.07 Nonexclusivity.
(a) Except as provided in (b), Sections 8.01, 8.02 and 8.06 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
(1) The Articles of Incorporation.
 
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(2) A written agreement between the director or officer and the corporation.
(3) A resolution of the Board of Directors.
(4) A resolution, after notice, adopted by a majority vote of all of the corporation’s voting shares then issued and outstanding.
(b) Regardless of the existence of an additional right under (a), the corporation shall not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty he or she owes to the corporation which constitutes conduct under Section 8.02(a)(1), (2), (3) or (4). A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.
(c) Sections 8.01 to 8.13 do not affect the corporation’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances.
(1) As a witness in a proceeding to which he or she is not a party.
(2) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation.
8.08 Court-Ordered Indemnification.
(a) Except as provided otherwise by written agreement between the director or officer and the corporation, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under Section 8.05(a)(5) or for review by the court of an adverse determination under Section 8.05(a) (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.
(b) The court shall order indemnification if it determines any of the following:
(1) That the director or officer is entitled to indemnification under Sections 8.01 or 8.02.
(2) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under Section 8.02.
(c) If the court determines under (b) that the director or officer is entitled to indemnification, the corporation shall pay the director’s or officer’s expenses incurred to obtain the court-ordered indemnification.
 
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8.09 Indemnification and Allowance of Expenses of Employees and Agents . The corporation shall indemnify an employee of the corporation who is not a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation. In addition, the corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the Articles of Incorporation or these Bylaws, by general or specific action of the Board of Directors or by contract.
8.10 Insurance . The corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under Sections 8.01, 8.02, 8.06, 8.07 and 8.09.
8.11 Securities Law Claims.
(a) Pursuant to the public policy of the State of Wisconsin, the corporation shall provide indemnification and allowance of expenses and may insure for any liability incurred in connection with a proceeding involving securities regulation described under (b) to the extent required or permitted under Sections 8.01 to 8.10.
(b) Sections 8.01 to 8.10 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.
8.12 Liberal Construction . In order for the corporation to obtain and retain qualified directors, officers and employees, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of directors, officers and, where Section 8.09 of these Bylaws applies, employees. The indemnification above provided for shall be granted in all applicable cases unless to do so would clearly contravene law, controlling precedent or public policy.
8.13 Definitions Applicable to this Article . For purposes of this Article:
(a) “Affiliate” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the corporation.
(b) “Corporation” means this corporation and any domestic or foreign predecessor of this corporation where the predecessor corporation’s existence ceased upon the consummation of a merger or other transaction.
(c) “Director or officer” means any of the following:
(1) An individual who is or was a director or officer of this corporation.
 
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(2) An individual who, while a director or officer of this corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of another corporation or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise.
(3) An individual who, while a director or officer of this corporation, is or was serving an employee benefit plan because his or her duties to the corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.
(4) Unless the context requires otherwise, the estate or personal representative of a director or officer.
For purposes of this Article, it shall be conclusively presumed that any director or officer serving as a director, officer, partner, trustee, member of any governing or decision-making committee, employee or agent of an affiliate shall be so serving at the request of the corporation.
(d) “Expenses” include fees, costs, charges, disbursements, attorney fees and other expenses incurred in connection with a proceeding.
(e) “Liability” includes the obligation to pay a judgment, settlement, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, plus costs, fees and surcharges imposed under ch. 814 of the Wisconsin Statutes, and reasonable expenses.
(f) “Party” includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
(g) “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.
ARTICLE IX. SEAL
The Board of Directors may provide a corporate seal which may be circular in form and have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”
ARTICLE X. AMENDMENTS
10.01 By Shareholders . These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders by the vote provided in Section 2.07 of these Bylaws or as specifically provided below. If authorized by the Articles of Incorporation, the shareholders may adopt or amend a Bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the Wisconsin Business Corporation Law. The adoption or amendment of a Bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
 
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10.02 By Directors . Except as the Articles of Incorporation may otherwise provide, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Board of Directors by the vote provided in Section 3.08, but (a) no Bylaw adopted, amended or repealed by the shareholders shall be amended, repealed or readopted by the Board of Directors if the Bylaw so adopted, amended or repealed so provides and (b) a Bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the Board of Directors than otherwise is provided in the Wisconsin Business Corporation Law may not be amended or repealed by the Board of Directors unless the Bylaw expressly provides that it may be amended or repealed by a specified vote of the Board of Directors. Action by the Board of Directors to adopt or amend a Bylaw that changes the quorum or voting requirement for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified as provided by the preceding sentence. A Bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than otherwise is provided in the Wisconsin Business Corporation Law may not be adopted, amended or repealed by the Board of Directors.
10.03 Implied Amendments . Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by a vote that would be sufficient to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
ARTICLE XI. STOCK TRANSFER RESTRICTION
In the event the corporation makes a valid election, pursuant to § 1362 of the Internal Revenue Code of 1986, or any successor provision thereto, to be treated as an S Corporation, no shareholder of the corporation shall, without the written consent of shareholders holding more than fifty percent (50%) of the outstanding stock of the corporation, transfer any shares of stock to any person who, by reason of being a shareholder of the corporation, will cause a termination of the corporation’s election to be treated as an S Corporation.
 
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Exhibit 3.43
ARTICLES OF INCORPORATION
OF
MANITOWOC FP, INC.

FIRST.	  	The name of the corporation is Manitowoc FP, Inc.	
		
SECOND.	  	Its registered office in the State of Nevada is located at One East First Street, Reno, Nevada 89501. The name of its resident agent at that address is The Corporation Trust Company of Nevada.	
		
THIRD.	  	The number of shares the corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock, no par value.	
		
FOURTH	  	The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such matter as shall be provided by the Bylaws of this corporation.	
		
	  	The names and addresses of the first board of directors, which shall be two (2) in number, are as follows:	
			
 	  	Name	  	Post-Office Address	
			
	  	R.L. McDonald	  	500 South 16th Street	
	  		  	Manitowoc WI 54221	
			
	  	F.M. Butler	  	500 South 16th Street	
	  		  	Manitowoc WI 54221	
		
FIFTH:	  	The name and post-office address of the sole incorporator signing the articles of incorporation is as follows:	
			
	  	Name	  	Post-Office Address	
			
	  	Thomas A. Simonis	  	411 East Wisconsin Avenue	
	  		  	Milwaukee, WI 53202	

Exhibit 3.44
BYLAWS
OF
MANITOWOC FP, INC.
ADOPTED
NOVEMBER 1, 1996
 
As amended to date

ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno, County of Washoe, State of Nevada.
Section 2. The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders shall be held at the principal office of the corporation, or at such other place as may be designated by the Board of Directors. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1997, shall be held on the third Tuesday of October, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this state, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 5. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 8. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.
Section 9. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.
Section 10. Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the articles of incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.
 
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be three (3), all of whom shall be of full age and at least one of whom shall be a citizen of the United States. The directors shall be elected at the annual meeting of the stockholders, and except as provided in Section 2 of this article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum. When one or more directors shall give notice of his or their resignation to the board, effective at a future date, the board shall have power to fill such vacancy or vacancies to take effect when such resignation or resignations shall become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.
Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board.
Section 7. Special meetings of the board of directors may be called by the president or secretary on the written request of two directors. Written notice of special meetings of the board of directors shall be given to each director at least 48 hours before the date and time of the meeting.
Section 8. A majority of the board of directors, at a meeting duly assembled, shall be necessary to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of
 
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the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 10. The committees shall keep regular minutes of their proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary for serving as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meetings; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under the provisions of the statutes, the articles of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
 
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer, none of whom need be a member of the board. The board of directors may also choose one or more vice presidents.
Section 3. The board of directors may appoint assistant secretaries and assistant treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
 
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THE VICE PRESIDENT
Section 8. The vice president (if one be elected) shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board of directors may from time to time prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at the regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 12. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every stockholder shall be entitled to have a certificate, signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. When the corporation is authorized to issue shares of more than one class or more
 
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than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate shall set forth in full or summarize the rights of the holders of such stock.
Section 2. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be the officer or officers of such corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding sixty days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.
 
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REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the articles of corporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal, if one is adopted by the board of directors, shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Corporate Seal, Nevada.”
 
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ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting.
 
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Exhibit 3.45
ARTICLES OF INCORPORATION
OF
MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.
WE, THE UNDERSIGNED, having associated ourselves together for the purpose of forming a corporation under the general corporation laws of the State of Nevada, do hereby certify:
I
The name of said Corporation shall be Manitowoc FSG International Holdings, Inc.
II
The location of said Corporation’s principal place of business and office in the State of Nevada is c/o The Prentice-Hall Corporation System, Nevada, Inc., 402 North Carson Street, Carson City, Nevada 89701. The Corporation may also have one or more offices outside of the State of Nevada, where the books of the Corporation may be kept and meetings of Directors and Stockholders may be held, as may be determined by the Board of Directors.
III
The purpose of the Corporation is to engage in any lawful activity.
IV
The amount of the total authorized capital stock of this Corporation is ONE HUNDRED THOUSAND DOLLARS ($100,000.00) divided into TEN THOUSAND (10,000) SHARES OF common stock of the par value of TEN DOLLARS ($10.00) per share.
V
The members of the governing Board of this Corporation shall be styled DIRECTORS, and shall be not less than three (3) in number, which may be increased as provided for in the By-Laws. The names and post office addresses of the first Board of Directors, which shall consist of three (3) members, are as follows:

NAME	  	ADDRESS	
		
John D. West, Chairman	  	915 Memorial Drive	
	  	Manitowoc, WI 54220	
		
P. Ralph Helm	  	1732 Blue Heron Road	
	  	Manitowoc, WI 54220	
		
Charles C. West	  	1515 Michigan Avenue	
	  	Manitowoc, WI 54220	

VI
The capital stock of this Corporation after the payment of the subscription price, or the value thereof, shall be non-assessable.
VII
The names and post office address of each of the incorporators signing these Articles of Incorporation is as follows:

NAME	  	ADDRESS	
		
Jean E. Trompeter	  	2100 Marine Plaza	
	  	Milwaukee, WI 53202	
		
John F. Emanuel	  	2100 Marine Plaza	
	  	Milwaukee, WI 53202	
		
John C . Goheen	  	2100 Marine Plaza	
	  	Milwaukee, WI 53202	
VIII
This Corporation shall have a perpetual existence.
IX
The Stockholders and Directors shall have the power to hold their meetings, and keep the books documents and papers of this Corporation outside of the State of Nevada at such places as from time to time may be designated by the By-Laws, or by Resolution of the Stockholders or Directors, except as otherwise required by the laws of the State of Nevada.
 
2

Exhibit 3.46
BY-LAWS
OF
MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.
(A NEVADA CORPORATION)
INTRODUCTION - REFERENCES
Date of Adoption of these By-Laws: June 20, 1980
Date of Incorporation: June 18, 1980
0.01. Date of annual shareholders’ meeting (see Section 2.1):

Second	  	Wednesday	  	November	  	1980	
(Week)	  	(Day)	  	(Month)	  	(First Year)	
*
0.02. Required notice of shareholders’ meeting (see Section 2.04): not less than 10 days.
*
0.03. Authorized number of directors (see Section 3.01): three (3)
*
0.04. Required notice of directors’ meetings (see Section 3.05):
 
 	(a)	Not less than 48 hours if by mail, and	
*
 
 	(b)	Not less than 24 hours if by telegram, cable or radiogram, personal delivery, or word of mouth, telephone or radiophone.	
*
0.05. The fiscal year shall end on December 31 of each year.
 
*	These spaces are reserved for official notation of future amendments to these sections.	

ARTICLE I. OFFICES
1.01. Principal and Business Offices . The corporation shall establish a principal business office in the State of Nevada and shall maintain a resident agent in charge of such office. The corporation may have such principal and other business offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the corporation may require from time to time.
1.02. Registered Office . The registered office of the corporation required by the Nevada General Corporation Law to be maintained in the State of Nevada shall be identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors. The business office of the registered agent of the corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
2.01. Annual Meeting . The annual meeting of the shareholders shall be held in each year on the date set forth in Section 0.01, at the hour designated in the written notice of said meeting given pursuant to Section 2.04, or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient.
2.02. Special Meeting . Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or the articles of incorporation, may be called by either the President, the Board of Directors, the Chairman of the Board (if the Board of Directors determines to elect one), or by the holders of not less than one-tenth of all shares of the corporation entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.
2.03. Place of Meeting . The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Nevada or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.
 
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2.04. Notice of Meeting . Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than the number of days set forth in Section 0.02 (unless a longer period is required by law or the articles of incorporation) nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid. Notice sent to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association, or partnership.
2.05. Closing of Transfer Books or Fixing of Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.
2.06. Voting Lists . The officer or agent having charge of the stock transfer books for shares of the corporation shall, before each meeting of shareholders, make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholders during the whole time of the meeting for the purposes of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
 
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2.07. Quorum . Except as otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the articles of incorporation. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
2.08. Conduct of Meetings . Except to the extent the Board of Directors may otherwise provide, the President, and in his absence, a Vice President in the order provided under Section 4.08, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.
2.09. Proxies . At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation.
2.10. Voting of Shares . Each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the articles of incorporation.
2.11. Voting of Shares by Certain Holders .
(a) Other Corporations.  Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, of the designation of some other person by the board of directors or by the by-laws of such other corporation.
 
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(b) Legal Representatives or Fiduciaries.  Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors which shares are not standing in the name of such fiduciary may be voted by him, either in person or by proxy, without a transfer of such shares into his name provided that there is filed with the Secretary before or at the time of meeting proper evidence of his incumbency and the number of shares held. Shares standing in the name of a fiduciary may be voted by him, either in person or by proxy. A proxy executed by a fiduciary shall be conclusive evidence of the signer’s authority to execute such proxy, in the absence of express notice to this corporation, given in writing to the Secretary of this corporation, that such manner of voting is expressly prohibited or otherwise directed by the document creating the fiduciary relationship.
(c) Pledgees.  A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the share so transferred.
(d) Treasury Stock and Subsidiaries.  Neither treasury shares, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote, but shares of its own issue held by this corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote.
(e) Minors.  Shares held by a minor may be voted by such minor in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has received written notice or has actual knowledge that such shareholder is a minor.
(f) Incompetents and Spendthrifts.  Shares held by an incompetent or spendthrift may be voted by such incompetent or spendthrift in person or by proxy and no such vote shall be subject to disaffirmance or avoidance, unless prior to such vote the Secretary of the corporation has actual knowledge that such shareholder has been adjudicated an incompetent or spendthrift or actual knowledge of filing of judicial proceedings for appointment of a guardian.
(g) Joint Tenants.  Shares registered in the name of two or more individuals who are named in the registration as joint tenants may be voted in person or by proxy signed by any one or more of such individuals if either (i) no other such individual or his legal representative is present and claims the right to participate in the voting of such shares or prior to the vote filed with the Secretary of the corporation a contrary written voting authorization or direction or written denial of authority of the individual present or signing the proxy proposed to be voted or (ii) all such other individuals are deceased and the Secretary of the corporation has no actual knowledge that the survivor has been adjudicated not to be the successor to the interest of those deceased.
 
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2.12. Waiver of Notice by Shareholders . Whenever any notice whatever is required to be given to any shareholder of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Nevada General Corporation Law, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.
2.13. Shareholders’ Action Without Meeting . Except as may be otherwise required by the laws of the State of Nevada, any action which may be taken by the vote of shareholders at a meeting may be taken without a meeting if authorized by the written consent of shareholders holding at least a majority of the voting power; provided, however, that if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consent shall be required. In no instance where action is authorized by such written consent need a meeting of shareholders be called or noticed.
ARTICLE III. BOARD OF DIRECTORS
3.01. General Powers and Number . The business and affairs of the corporation shall be managed by its Board of Directors. The number of directors of the corporation shall be as set forth in Section 0.03.
3.02. Tenure and Qualifications . Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified, or until his prior death, resignation or removal. A director may be removed from office by affirmative vote on written consent of the holders of two-thirds of the outstanding shares entitled to vote for the election of such directors. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Nevada or shareholders of the corporation, but at least one director must be a citizen of the United States of America.
3.03. Regular Meetings . A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after the annual meeting of shareholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors may provide, by resolution, the time and place either within or without the State of Nevada for the holding of additional regular meetings without other notice than such resolution.
3.04. Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board (if the Board of Directors determines to elect one), the President, Secretary or any two directors. The Chairman of the Board, President or Secretary
 
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calling any special meeting of the Board of Directors may fix any place, either within or without the State of Nevada as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal business office of the corporation in the State of Nevada.
3.05. Notice; Waiver . Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given to each director (i) by written notice delivered personally or mailed or given by telegram, cable or radiogram to such director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, or (ii) by word of mouth, telephone or radiophone personally to such director, in each case not less than that number of hours prior thereto as set forth in Section 0.04. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, cable or radiogram, such notice shall be deemed to be delivered when the telegram, cable or radiogram is delivered to the transmitting agency. Whenever any notice whatever is required to be given to any director of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
3.06. Quorum . Except as otherwise provided by law or by the articles of incorporation or these by-laws, a majority of the number of directors set forth in Section 0.03 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.
3.07. Manner of Acting . The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation or these by-laws.
3.08. Conduct of Meetings . The Chairman of the Board, or in the event the Board of Directors determines not to elect a Chairman of the Board, or in his absence, the President, and in his absence, a Vice President in the order provided under Section 4.08, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as Chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.
3.09. Vacancies . Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual
 
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election by the affirmative vote of a majority of the directors then in office, though less than a quorum of the Board of Directors provided, that in case of a vacancy created by the removal of a director by vote of the shareholders, the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.
3.10. Compensation . The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.
3.11. Presumption of Assent . A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
3.12. Executive Committee and Other Committees . The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors set forth in Section 0.03 may designate an Executive Committee and one or more other committees, each committee to consist of one or more directors elected by the Board of Directors. The Executive Committee shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, provided that in no case shall the Executive Committee or any other committee act in respect to dividends to shareholders, election of principal officers or the filling of vacancies in the Board of Directors, or committees created pursuant to this section. Subject to the foregoing, the other committees, if any, shall have and may exercise such powers as may be provided in the Resolution of the Board of Directors designating such committee, as such resolution may from time to time be amended and supplemented. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such meeting. Each such committee shall elect a presiding officer from its members, shall fix its own rules governing the conduct of its activities shall keep regular minutes of their proceedings and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.
3.13. Unanimous Consent Without Meeting . Any action required or permitted by the articles of incorporation or by-laws or any provision of law to be taken by the Board of Directors
 
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or any committee thereof at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or members of such committee entitled to vote with respect to such action.
ARTICLE IV. OFFICERS
4.01. Number . The principal officers of the corporation shall be a Chairman of the Board (if the Board of Directors determines to elect one), a President, one or more Vice Presidents, one or more of whom may be designated Executive Vice President and one or more of whom may be designated Senior Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Vice President and President and Secretary. The duties of the officers shall be those enumerated herein and any further duties designated by the Board of Directors. The duties herein specified for particular officers may be transferred to and vested in such other officers as the Board of Directors shall elect or appoint, from time to time and for such periods or without limitation as to time as the Board shall order.
4.02. Election and Term of Office . The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal.
4.03. Removal . Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
4.04. Vacancies . A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
4.05. Chairman of the Board . The Chairman of the Board (if the Board of Directors determines to elect one) shall preside at all meetings of the Board of Directors and shall have such further and other authority, responsibility and duties as may be granted to or imposed upon him by the Board of Directors, including without limitation his designation pursuant to Section 4.07 as chief executive officer of the corporation.
4.06. President . The President, unless the Board of Directors shall otherwise order pursuant to Section 4.07, shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and shall preside at all meetings of the Board of Directors unless the Board of Directors shall have
 
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elected a Chairman of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of the chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time. In the event the Board of Directors determines not to elect a Chairman of the Board or in the event of his absence or disability, the President shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of and be subject to all of the duties and restrictions imposed upon the Chairman of the Board.
4.07. Chairman of the Board as Chief Executive Officer . The Board of Directors may designate the Chairman of the Board as the chief executive officer of the corporation. In such event, the Chairman of the Board shall assume all authority, power, duties and responsibilities otherwise appointed to the President pursuant to Section 4.06, and all references to the President in these by-laws shall be regarded as references to the Chairman of the Board as such chief executive officer, except where a contrary meaning is clearly required, and provided that in no case shall the Chairman of the Board be empowered in place of the President to sign the certificates for shares of stock of the corporation.
In further consequence of designating the Chairman of the Board as the chief executive officer, the President shall thereby become the chief administrative officer of the corporation. He shall, in the absence of the Chairman of the Board, preside at all meetings of stockholders and directors. During the absence or disability of the Chairman of the Board he shall exercise the functions of the chief executive officer of the corporation. He shall have authority to sign all certificates, contracts, and other instruments of the corporation necessary or proper to be executed in the course of the corporation’s regular business or which shall be authorized by the Board of Directors and shall perform all such other duties as are incident to his office or are properly required of him by the Board of Directors or the Chairman of the Board. He shall have the authority, subject to such rules, directions, or orders, as may be prescribed by the Chairman of the Board or the Board of Directors, to appoint and terminate the appointment of such agents and employees of the corporation as he shall deem necessary, to prescribe their power, duties and compensation and to delegate authority to them.
4.08. The Vice Presidents . At the time of election, one or more of the Vice Presidents may be designated Executive Vice President and one or more of the Vice Presidents may be designated Senior Vice President. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Executive Vice President, or if more than one, the Executive Vice
 
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Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, or in the event of his or their inability to act then the Senior Vice President or if more than one, the Senior Vice Presidents in the order designated at the time of their election, or in the absence of any such designation then in the order of their election, or in the event of his or their inability to act, then the other Vice Presidents in the order designated at the time of their election, or in the absence of any such designation, then in the order of their election, shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign with the Secretary or Assistant Secretary certificates for shares of the corporation and shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.
4.09. The Secretary . The Secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal, if any, of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.
4.10. The Treasurer . The Treasurer shall: (a) have charge and custody and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
4.11. Assistant Secretaries and Assistant Treasurers . There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
 
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4.12. Other Assistants and Acting Officers . The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.
4.13. Salaries . The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS: SPECIAL CORPORATE ACTS
5.01. Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.
5.02. Loans . No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
5.03. Checks, Drafts, Etc . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner, including by means of facsimile signatures, as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
5.04. Deposits . All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.
 
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5.05. Voting of Securities Owned by This Corporation . Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice President, it is desirable for this corporation to execute a proxy or written consent with respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.01. Certificates for Shares . Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.06.
6.02. Facsimile Signatures and Seal . The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.
6.03. Signature by Former Officers . In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
6.04. Transfer of Shares . Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and power of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the
 
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certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board of Directors. Title to a certificate and to the shares represented thereby can be transferred only as provided by the Uniform Stock Transfer Act, Chapter 79 of the Nevada Statutes and the acts amendatory thereof and supplementary thereto.
6.05. Restrictions on Transfer . The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.
6.06. Lost, Destroyed or Stolen Certificates . Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as the Board of Directors may prescribe.
6.07. Consideration for Shares . The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any share until such share is fully paid.
6.08. Stock Regulations . The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Nevada as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation, including the appointment or designation of one or more stock transfer agents and one or more stock registrars.
ARTICLE VII. OFFICERS AND DIRECTORS: LIABILITY AND INDEMNITY;
TRANSACTIONS WITH CORPORATION
7.01. Liability of Directors and Officers . No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a director or officer of the corporation, or of any other corporation which he serves as a director or officer at the request of the corporation, in good faith, if such person (a) exercised and used the same degree of care and skill as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or information furnished by officers or employees of the corporation which he had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.
 
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7.02. Indemnity of Officers and Directors . Every person who is or was a director or officer of the corporation, and any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, shall (together with the heirs, executors and administrators of such person) be indemnified by the corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him in connection with or resulting from any claim, action, suit or proceeding, including criminal proceedings, to which he is made or threatened to be made a party by reason of his being or having been such director or officer, except in relation to matters as to which a recovery shall be had against him by reason of his having been finally adjudged in such action, suit or proceeding to have been guilty of fraud in the performance of his duty as such officer or director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim, action, suit or proceeding. In the case of a criminal action, suit or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such director or officer is guilty of fraud in the performance of his duties, if such director or officer was acting in good faith in what he considered to be the best interests of the corporation and with no reasonable cause to believe that the action was illegal.
The corporation, by its Board of Directors, may indemnify in like manner, or with any limitations, any employee or former employee of the corporation with respect to any action taken or not taken in his capacity as such employee.
The foregoing rights of indemnification shall be in addition to all rights to which officers, directors or employees may be entitled as a matter of law.
7.03. Transactions With the Corporation . The Board of Directors may from time to time authorize transactions by officers, directors and employees with the corporation, and may authorize lending money and granting credit of the corporation to or for the use of such officers, directors and employees, providing that the directors who vote for or assent to the making of a loan to an officer or director of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof, unless such directors shall sustain the burden of proof that such loan was made for a proper business purpose.
No contract or other transaction between the corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if 1) the fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or 2) the fact of such
 
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relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or 3) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
7.04. Reimbursement of Disallowed Expense . In the event any payment (either as compensation, interest, rent, expense reimbursement or otherwise) to any officer, director or shareholder which is claimed as a deduction by this corporation for federal income tax purposes shall subsequently be determined not to be deductible in whole or in part by this corporation, such officer, director, or shareholder as the case may be, shall reimburse the corporation for the amount of such payment so disallowed provided that this provision shall not apply to any expense where the Board of Directors, in its sole discretion, determines such disallowance (including any concession of such issue by the corporation in connection with the settlement of other issues in a disputed case) is manifestly unfair and contrary to the facts. For purposes of this provision, any such payment shall be determined not to be deductible when and only when either (a) the same may have been determined by a court of competent jurisdiction and either the corporation shall not have appealed from such determination or the time for perfecting an appeal shall have expired or (b) such disallowed deduction shall constitute or be contained in a settlement with the Internal Revenue Service which settlement may have been authorized by the Board of Directors.
ARTICLE VIII. GENERAL
8.01. Seal . The Board of Directors may provide for a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the corporation, the year when incorporated, and the words “Nevada” and “Corporate Seal.”
8.02. Fiscal Year . The fiscal year of the corporation shall be as provided in Section 0.05.
ARTICLE IX. AMENDMENTS
9.01. By Shareholders . These by-laws may be altered, amended or repealed and new by-laws may be adopted by the shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.
9.02. By Directors . These by-laws may also be altered, amended or repealed and new by-laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; but no by-law adopted by the shareholders shall be amended or repealed by the Board of Directors if the by-law so adopted so provides.
 
B-15

9.03. Implied Amendments . Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the by-laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far as is necessary to permit the specific action so taken or authorized.
 
B-16

Exhibit 3.47
ARTICLES OF ORGANIZATION
LIMITED-LIABILITY COMPANY
(PURSUANT TO NRS CHAPTER 86)
1. Name of Limited-Liability Company : Manitowoc FSG Operations, LLC.
2. Registered Agent for Service of Process:  CSC Services of Nevada, Inc.
3: Management:  Company shall be managed by Members.
4. Name and Address of each Manager or Managing Member: Manitowoc Foodservice Companies, Inc., 2400 South 44th Street, Manitowoc, WI 54220.
5. Name, Address and Signature of Organizer:   Maurice D. Jones, 2400 South 44 th Street, Manitowoc, WI 54220.
6. Certificate of Acceptance of Appointment of Registered Agent:
I hereby accept appointment as Registered Agent for the above named Entity.

CSC Services of Nevada, Inc.	
				
By:	  	/s/ Karin L. Dunn	  		  	Karin L. Dunn, Assistant VP 12/21/09	

Exhibit 3.48
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
MANITOWOC FSG OPERATIONS, LLC
Dated as of
March 25, 2010

TABLE OF CONTENTS

 	 	 	  	Page	 	
		
ARTICLE I DEFINITIONS	  	 	4	  	
		
ACT	  	 	4	  	
		
AGREEMENT	  	 	4	  	
		
CASH FROM OPERATIONS	  	 	4	  	
		
CODE	  	 	5	  	
		
COMPANY	  	 	5	  	
		
CONVERTING ENTITY	  	 	5	  	
		
MEMBER	  	 	5	  	
		
PERSON	  	 	5	  	
		
RESERVES	  	 	5	  	
		
TRANSFER	  	 	5	  	
		
ARTICLE II FORMATION; NAME; PURPOSES	  	 	5	  	
			
2.1	 	Formation	  	 	5	  	
			
2.2	 	Name	  	 	5	  	
			
2.3	 	Purpose	  	 	5	  	
			
2.4	 	Powers	  	 	5	  	
			
2.5	 	Registered Agent and Registered Office	  	 	5	  	
			
2.6	 	Principal Place of Business	  	 	6	  	
			
2.7	 	Term	  	 	6	  	
			
2.8	 	Membership Interest	  	 	6	  	
		
ARTICLE III CAPITAL CONTRIBUTIONS AND LOANS	  	 	6	  	
			
3.1	 	Capital Contribution	  	 	6	  	
			
3.2	 	Additional Capital Contributions	  	 	6	  	
 
i

							
			
3.3	 	No Interest Earned on Company Capital	  	 	6	  	
			
3.4	 	Advances from the Member	  	 	6	  	
		
ARTICLE IV DISTRIBUTIONS	  	 	7	  	
			
4.1	 	Distributions	  	 	7	  	
			
4.2	 	Limitations Upon Distributions	  	 	7	  	
		
ARTICLE V ADMISSION OF ADDITIONAL MEMBERS	  	 	7	  	
		
ARTICLE VI TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER	  	 	7	  	
			
6.1	 	Certificate of Membership Interest	  	 	7	  	
			
6.2	 	Assignment and Transfer of Membership Interest	  	 	7	  	
			
6.3	 	Withdrawal	  	 	7	  	
		
ARTICLE VII MANAGEMENT	  	 	8	  	
			
7.1	 	Management	  	 	8	  	
			
7.2	 	Liability and Indemnification	  	 	8	  	
			
7.3	 	Fiscal Year; Method of Accounting; Elections	  	 	8	  	
		
ARTICLE VIII LIABILITY OF MEMBER	  	 	9	  	
		
ARTICLE IX DISSOLUTION AND TERMINATION	  	 	9	  	
			
9.1	 	Events Causing Dissolution	  	 	9	  	
			
9.2	 	Procedure for Winding Up and Dissolution	  	 	9	  	
			
9.3	 	Filing of Certificate of Dissolution	  	 	9	  	
		
ARTICLE X GENERAL PROVISIONS	  	 	10	  	
			
10.1	 	Assurances	  	 	10	  	
			
10.2	 	Complete Agreement	  	 	10	  	
			
10.3	 	Applicable Law	  	 	10	  	
			
10.4	 	Section Titles	  	 	10	  	
			
10.5	 	Binding Provisions	  	 	10	  	
 
ii

							
			
10.6	 	Construction	  	 	10	  	
			
10.7	 	Separability of Provisions	  	 	10	  	
			
10.8	 	Counterparts	  	 	10	  	
 
iii

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
MANITOWOC FSG OPERATIONS, LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 25 day of March, 2010, by and between MANITOWOC FSG U.S. HOLDING, LLC, a Delaware limited liability company (the “Member”) and MANITOWOC FSG OPERATIONS, LLC, a single-member Nevada limited liability company (the “Company”).
RECITALS
A. Manitowoc Foodservice Companies, Inc. has converted its wholly-owned subsidiary, Manitowoc FSG Operations, Inc., a Nevada corporation (the “Converting Entity”) to a Nevada limited liability company (the “Converted Entity”) in accordance with Chapter 92A of the Nevada Revised Statutes;
B. Subsequent to the conversion of the Converting Entity to a Nevada limited liability company, Manitowoc Foodservice Companies, Inc., was merged into a Manitowoc Foodservice Companies, LLC, a Wisconsin limited liability company, and Manitowoc Foodservice Companies, LLC made a distribution of 100% of its ownership interest in the Converted Entity to its parent, The Manitowoc Company, Inc. (the “Distribution”);
C. Subsequent to the Distribution, The Manitowoc Company, Inc. contributed 100% of its ownership interest in the Converted Entity to Manitowoc FSG U.S. Holding, LLC, and Manitowoc FSG U.S. Holding, LLC and the Company are entering into this Agreement, which shall supersede any prior operating agreements, to set forth the provisions for the governance and operation of such limited liability company.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:
Act . Chapter 86 of the Nevada Revised Statutes (NRS 86.011 et seq.), as amended from time to time.
Agreement . This Amended and Restated Operating Agreement, as amended from time to time in accordance with its terms.
Cash from Operations . All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.
 
4

Code . The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.
Company . Manitowoc FSG Operations, LLC, a Nevada limited liability company organized pursuant to this Agreement and the Act.
Converting Entity . Manitowoc FSG Operations, Inc., a Nevada corporation.
Member . Manitowoc FSG U.S. Holding, LLC.
Person . Any natural person, general partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust, business trust, cooperative, estate, association, corporation or any other legal or commercial entity, including without limitation, a foreign trust or any foreign business organization, and heirs, executors, administrators, legal representatives, successors and assigns of each Person where the context so permits.
Reserves . Reserves means amounts set aside by the Company as determined by the Member or any officer to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.
Transfer . With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, sale or other transfer or disposition of such interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any interest in the Company, and as a verb, voluntarily or involuntarily to assign, sell or otherwise transfer or dispose of such interest.
ARTICLE II
FORMATION; NAME; PURPOSES
2.1 Formation . Manitowoc Foodservice Companies, Inc. has converted the Converting Entity to a Nevada limited liability company pursuant to the Act by causing a Certificate of Conversion and Articles of Organization to be filed with the Nevada Secretary of State. The Company and all equity ownership interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.
2.2 Name . The name of the Company is “Manitowoc FSG Operations, LLC.”
2.3 Purpose . The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.
2.4 Powers . The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.
2.5 Registered Agent and Registered Office . The initial registered agent of the Company in Nevada is CSC-Lawyers Incorporating Service Company, and the street address of its registered office is 8040 Excelsior Drive, Suite 400, Madison, Wisconsin 53717. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.
 
5

2.6 Principal Place of Business . The Company’s principal place of business shall be located at 2400 South 44th Street, Manitowoc, Wisconsin 54220. The Company’s principal place of business may be changed from time to time by the Member.
2.7 Term . The term of the Company commenced on December 11, 2007, which was the effective date of formation of the Converting Entity, and shall be perpetual or until the Company is dissolved in accordance with Article IX of this Agreement.
2.8 Membership Interest . The equity ownership interest in the Company is designated as the “Membership Interest.” The Membership Interest is personal property and the owner of the Membership Interest has no claim to specific property of the Company. The Membership Interest is subject to the limitations on Transfer set forth in Sections 6.2 and 6.3. Except as contemplated by Article V hereof, it is the intent of the Member and the Company that there be only one member of the Company at any time and that the Membership Interest be the only interest in the Company outstanding at any time. In the event of a Transfer of the Membership Interest permitted by Section 6.2 or Section 6.3 below, references in this Agreement to the Member will thereafter be deemed to refer to the succeeding owner of the Membership Interest.
ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS
3.1 Capital Contribution . On December 31, 2009, the Member acquired the sole Membership Interest in the Company and, as a result, the existing capital account of the prior member of the Company has become the capital account of the Member.
3.2 Additional Capital Contributions . The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at such times and in such amounts as the Member may decide from time to time.
3.3 No Interest Earned on Company Capital . Interest earned on the Company funds shall inure to the benefit of the Company and the Member shall not be entitled to receive interest on the capital contributions.
3.4 Advances from the Member . The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it deems appropriate.
 
6

ARTICLE IV
DISTRIBUTIONS
4.1 Distributions . Except for distributions upon liquidation of the Company (which are governed by Section 9.2), Cash from Operations for each fiscal year of the Company, less Reserves, shall be distributed to the Member at such times as the Member shall determine.
4.2 Limitations Upon Distributions . No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company.
ARTICLE V
ADMISSION OF ADDITIONAL MEMBERS
The Company may cause the Company to have more than one member by issuing a Membership Interest to a Person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest stating that the Member consents to the Issuance of Additional Interest. In connection with any Issuance of Additional Interest in accordance with this Article V, this Agreement shall be superseded by a limited liability company agreement approved by the Member and entered into by all members, including each additional member, and the Company.
ARTICLE VI
TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
6.1 Certificate of Membership Interest . The Membership Interest may be evidenced by a certificate in a form approved by the Member. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.
6.2 Assignment and Transfer of Membership Interest . Absent a written statement of consent by the Member to Transfer the Membership Interest other than in accordance with this Section 6.2, the Member shall not Transfer the Membership Interest to any Person except in a Transfer of the entire Membership Interest to another corporation or other legal entity in a Transfer to which Section 381 of the Internal Revenue Code of 1986, as amended, is applicable, and pursuant to which the transferee becomes or remains the sole owner of the Membership Interest and agrees to be bound by the terms and conditions of this Agreement, including the limitations on the Transfer of the Membership Interest set forth herein. Any permitted Transfer under this Section 6.2 shall, in all cases, be accompanied by a Transfer to the transferee of all rights of the Company in respect of any outstanding indebtedness owing by the Company to the Member.
6.3 Withdrawal . The Member may withdraw or resign from the Company only in connection with a Transfer to a successor member that is the transferee of both the entire Membership Interest and any indebtedness owed to the Member in accordance with this Article 6 regardless of any provision of the Act to the contrary.
 
7

ARTICLE VII
MANAGEMENT
7.1 Management . The Member shall manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. The Member shall, to fullest extent permitted by the Act, have full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all activities necessary, customary or incident to the management of the Company’s business, affairs and properties. The Member may also elect such officers of the Company as it deems necessary or desirable from time to time who shall serve at the discretion of the Member. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Member. The officers shall have authority to execute on behalf of the Company all deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments to be executed in the course of the Company’s business.
7.2 Liability and Indemnification .
(a) Neither the Member (nor any officer or director thereof), nor any officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by this Agreement, except for fraud, negligence, intentional misconduct, or an intentional breach of this Agreement or any employment agreement.
(b) The Member (and its officers and directors), and each officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement. Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 7.2(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.
7.3 Fiscal Year; Method of Accounting; Elections . The Company’s fiscal year for both tax and financial reporting purposes shall end on December 31 each year, which is the same fiscal year used by the Member. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.
 
8

ARTICLE VIII
LIABILITY OF MEMBER
The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.
ARTICLE IX
DISSOLUTION AND TERMINATION
9.1 Events Causing Dissolution . Upon the occurrence of any one of the following events, the Company shall be immediately dissolved:
(a) The affirmative determination of the Member to dissolve the Company;
(b) The happening of any event which makes it unlawful for the Company’s business to be conducted; or
(c) The entry of a decree of dissolution under Sections 86.491(d) and 86.495 of the Act.
9.2 Procedure for Winding Up and Dissolution . Upon the dissolution of the Company, the officers shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Member or any Person designated by the Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Member.
9.3 Filing of Certificate of Dissolution . If the Company is dissolved, the Member or its designee shall promptly cause a Certificate of Dissolution to be executed and delivered for filing.
 
9

ARTICLE X
GENERAL PROVISIONS
10.1 Assurances . Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Member reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.
10.2 Complete Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may not be amended without the written consent of all of the parties hereto.
10.3 Applicable Law . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Nevada.
10.4 Section Titles . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
10.5 Binding Provisions . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.
10.6 Construction . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.
10.7 Separability of Provisions . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.
10.8 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
 
10

Exhibit 3.49
STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

First:	  	The name of the limited liability company is: Manitowoc FSG U.S. Holding, LLC	
		
Second:	  	The address of its registered office in the State of Delaware is: 2711 Centerville Road, Suite 400 in the City of Wilmington, Zip Code 19808. The name of its Registered agent at such address is Corporation Service Company.	

Exhibit 3.50
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MANITOWOC FSG U.S. HOLDING, LLC
Dated as of
March 25, 2010

TABLE OF CONTENTS

 	  	 	  	Page	 	
		
ARTICLE I DEFINITIONS	  	 	4	  	
		
ACT	  	 	4	  	
		
AGREEMENT	  	 	4	  	
		
CASH FROM OPERATIONS	  	 	4	  	
		
CODE	  	 	4	  	
		
COMPANY	  	 	4	  	
		
MEMBER	  	 	5	  	
		
PERSON	  	 	5	  	
		
RESERVES	  	 	5	  	
		
TRANSFER	  	 	5	  	
		
ARTICLE II FORMATION; NAME; PURPOSES	  	 	5	  	
			
2.1	  	Formation	  	 	5	  	
			
2.2	  	Name	  	 	5	  	
			
2.3	  	Purpose	  	 	5	  	
			
2.4	  	Powers	  	 	5	  	
			
2.5	  	Registered Agent and Registered Office	  	 	5	  	
			
2.6	  	Principal Place of Business	  	 	5	  	
			
2.7	  	Term	  	 	5	  	
			
2.8	  	Membership Interest	  	 	6	  	
		
ARTICLE III CAPITAL CONTRIBUTIONS AND LOANS	  	 	6	  	
			
3.1	  	Capital Contribution	  	 	6	  	
			
3.2	  	Additional Capital Contributions	  	 	6	  	
			
3.3	  	No Interest Earned on Company Capital	  	 	6	  	
			
3.4	  	Advances from the Member	  	 	6	  	

							
		
ARTICLE IV DISTRIBUTIONS	  	 	6	  	
			
4.1	  	Distributions	  	 	6	  	
			
4.2	  	Limitations Upon Distributions	  	 	6	  	
		
ARTICLE V ADMISSION OF ADDITIONAL MEMBERS	  	 	7	  	
		
ARTICLE VI TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER	  	 	7	  	
			
6.1	  	Certificate of Membership Interest	  	 	7	  	
			
6.2	  	Assignment and Transfer of Membership Interest	  	 	7	  	
			
6.3	  	Withdrawal	  	 	7	  	
		
ARTICLE VII MANAGEMENT	  	 	7	  	
			
7.1	  	Management	  	 	7	  	
			
7.2	  	Liability and Indemnification	  	 	8	  	
			
7.3	  	Fiscal Year; Method of Accounting; Elections	  	 	8	  	
		
ARTICLE VIII LIABILITY OF MEMBER	  	 	8	  	
		
ARTICLE IX DISSOLUTION AND TERMINATION	  	 	9	  	
			
9.1	  	Events Causing Dissolution	  	 	9	  	
			
9.2	  	Procedure for Winding Up and Dissolution	  	 	9	  	
			
9.3	  	Filing of Certificate of Cancellation	  	 	9	  	
		
ARTICLE X GENERAL PROVISIONS	  	 	9	  	
			
10.1	  	Assurances	  	 	9	  	
			
10.2	  	Complete Agreement	  	 	9	  	
			
10.3	  	Applicable Law	  	 	10	  	
			
10.4	  	Section Titles	  	 	10	  	
			
10.5	  	Binding Provisions	  	 	10	  	
			
10.6	  	Construction	  	 	10	  	
 
- 2 -

							
			
10.7	  	Separability of Provisions	  	 	10	  	
			
10.8	  	Counterparts	  	 	10	  	
 
- 3 -

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MANITOWOC FSG U.S. HOLDING, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made as of the 25 th day of March, 2010, by and between THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the “Member”) and MANITOWOC FSG U.S. HOLDING, LLC, a single-member Delaware limited liability company (the “Company”).
R E C I T A L S
A. The Company was formed under the laws of the State of Delaware by filing a Certificate of Formation with the Secretary of State of Delaware;
B. On December 31, 2009, the Member acquired the sole Membership Interest from the previous member of the Company, resulting in the Member becoming the sole member of the Company; and
C. The parties are entering into this Amended and Restated Limited Liability Company Agreement, which shall supersede any prior agreements, to set forth the provisions for the governance and operation of the Company.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:
Act . Del. Code Ann. Title 6, Sections 18-101 to 18-1109, as amended from time to time.
Agreement . This Amended and Restated Limited Liability Company Agreement, as amended from time to time in accordance with its terms.
Cash from Operations . All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.
Code . The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.
Company . Manitowoc FSG U.S. Holding, LLC, a Delaware limited liability company organized pursuant to this Agreement and the Act.
 
- 4 -

Member . The Manitowoc Company, Inc.
Person . Any natural person, general partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust, business trust, cooperative, estate, association, corporation or any other legal or commercial entity, including without limitation, a foreign trust or any foreign business organization, and heirs, executors, administrators, legal representatives, successors and assigns of each Person where the context so permits.
Reserves . Reserves means amounts set aside by the Company as determined by the Member or any officer to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.
Transfer . With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, sale or other transfer or disposition of such interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any interest in the Company, and as a verb, voluntarily or involuntarily to assign, sell or otherwise transfer or dispose of such interest.
ARTICLE II
FORMATION; NAME; PURPOSES
2.1 Formation . The Company was formed on September 23, 2005, pursuant to the provisions of the Act, upon the filing of a Certificate of Formation with the Secretary of State of Delaware. The Company and all equity ownership interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.
2.2 Name . The name of the Company is “Manitowoc FSG U.S. Holding, LLC.”
2.3 Purpose . The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.
2.4 Powers . The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.
2.5 Registered Agent and Registered Office . The registered agent of the Company in Delaware is Corporation Service Company, and the street address of its registered office is 2711 Centerville Road, Wilmington, Delaware 19808. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.
2.6 Principal Place of Business . The Company’s principal place of business shall be located at 2400 South 44th Street, Manitowoc, Wisconsin 54220. The Company’s principal place of business may be changed from time to time by the Member.
2.7 Term . The term of the Company commenced on September 23, 2005, which was the effective date of formation of the Company, and shall be perpetual or until the Company is dissolved in accordance with Article IX of this Agreement.
 
- 5 -

2.8 Membership Interest . The equity ownership interest in the Company is designated as the “Membership Interest.” The Membership Interest is personal property and the owner of the Membership Interest has no claim to specific property of the Company. The Membership Interest is subject to the limitations on Transfer set forth in Sections 6.2 and 6.3. Except as contemplated by Article V hereof, it is the intent of the Member and the Company that there be only one member of the Company at any time and that the Membership Interest be the only interest in the Company outstanding at any time. In the event of a Transfer of the Membership Interest permitted by Section 6.2 or Section 6.3 below, references in this Agreement to the Member will thereafter be deemed to refer to the succeeding owner of the Membership Interest.
ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS
3.1 Capital Contribution . On December 31, 2009, the Member acquired the sole Membership Interest in the Company, and as a result, the existing capital account of the prior member of the Company has become the capital account of the Member.
3.2 Additional Capital Contributions . The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at such times and in such amounts as the Member may decide from time to time.
3.3 No Interest Earned on Company Capital . Interest earned on the Company funds shall inure to the benefit of the Company and the Member shall not be entitled to receive interest on the capital contributions.
3.4 Advances from the Member . The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it deems appropriate.
ARTICLE IV
DISTRIBUTIONS
4.1 Distributions . Except for distributions upon liquidation of the Company (which are governed by Section 9.2), Cash from Operations for each fiscal year of the Company, less Reserves, shall be distributed to the Member at such times as the Member shall determine.
4.2 Limitations Upon Distributions . No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company.
 
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ARTICLE V
ADMISSION OF ADDITIONAL MEMBERS
The Company may cause the Company to have more than one member by issuing a Membership Interest to a Person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest stating that the Member consents to the Issuance of Additional Interest. In connection with any Issuance of Additional Interest in accordance with this Article V, this Agreement shall be superseded by a limited liability company agreement approved by the Member and entered into by all members, including each additional member, and the Company.
ARTICLE VI
TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
6.1 Certificate of Membership Interest . The Membership Interest may be evidenced by a certificate in a form approved by the Member. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.
6.2 Assignment and Transfer of Membership Interest . Absent a written statement of consent by the Member to Transfer the Membership Interest other than in accordance with this Section 6.2, the Member shall not Transfer the Membership Interest to any Person except in a Transfer of the entire Membership Interest to another corporation or other legal entity in a Transfer to which Section 381 of the Internal Revenue Code of 1986, as amended, is applicable, and pursuant to which the transferee becomes or remains the sole owner of the Membership Interest and agrees to be bound by the terms and conditions of this Agreement, including the limitations on the Transfer of the Membership Interest set forth herein. Any permitted Transfer under this Section 6.2 shall, in all cases, be accompanied by a Transfer to the transferee of all rights of the Company in respect of any outstanding indebtedness owing by the Company to the Member.
6.3 Withdrawal . The Member may withdraw or resign from the Company only in connection with a Transfer to a successor member that is the transferee of both the entire Membership Interest and any indebtedness owed to the Member in accordance with this Article 6 regardless of any provision of the Act to the contrary.
ARTICLE VII
MANAGEMENT
7.1 Management . The Member shall manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. The Member shall, to the fullest extent permitted by the Act, have full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all
 
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activities necessary, customary or incident to the management of the Company’s business, affairs and properties. The Member may also elect such officers of the Company as it deems necessary or desirable from time to time who shall serve at the discretion of the Member. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Member. The officers shall have authority to execute on behalf of the Company all deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments to be executed in the course of the Company’s business.
7.2 Liability and Indemnification .
(a) Neither the Member (nor any officer or director thereof), nor any officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by this Agreement, except for fraud, negligence, intentional misconduct, or an intentional breach of this Agreement or any employment agreement.
(b) The Member (and its officers and directors), and each officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement. Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 7.2(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.
7.3 Fiscal Year; Method of Accounting; Elections . The Company’s fiscal year for both tax and financial reporting purposes shall end on December 31 each year, which is the same fiscal year used by the Member. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.
ARTICLE VIII
LIABILITY OF MEMBER
The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.
 
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ARTICLE IX
DISSOLUTION AND TERMINATION
9.1 Events Causing Dissolution . Upon the occurrence of any one of the following events, the Company shall be immediately dissolved:
(a) The affirmative determination of the Member to dissolve the Company;
(b) The happening of any event which makes it unlawful for the Company’s business to be conducted; or
(c) The entry of a decree of dissolution under Sections 18-801(5), -802 of the Act.
9.2 Procedure for Winding Up and Dissolution . Upon the dissolution of the Company, the officers shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Member or any Person designated by the Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Member.
9.3 Filing of Certificate of Cancellation . If the Company is dissolved, the Member or its designee shall promptly cause a Certificate of Cancellation to be executed and delivered for filing.
ARTICLE X
GENERAL PROVISIONS
10.1 Assurances . Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Member reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.
10.2 Complete Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may not be amended without the written consent of all of the parties hereto.
 
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10.3 Applicable Law . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Delaware.
10.4 Section Titles . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
10.5 Binding Provisions . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.
10.6 Construction . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.
10.7 Separability of Provisions . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.
10.8 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
 
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Exhibit 3.51
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
ENTITY NAME
1. Name of limited liability company: McCann’s Engineering & Manufacturing Co., LLC
PURPOSE
2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea Limited Liability Company Act.
INITIAL AGENT FOR SERVICE OF PROCESS
3. Name of initial agent for service of process: C T Corporation System.
MANAGEMENT
4. The limited liability company will be managed by: All limited liability company member(s).

Exhibit 3.52
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
McCANN’S ENGINEERING & MANUFACTURING CO., LLC
Dated as of
March 25, 2010

TABLE OF CONTENTS

 	 	 	  	Page	 	
			
ARTICLE I	 	    DEFINITIONS	  	 	4	  	
			
ACT	 		  	 	4	  	
		
AGREEMENT	  	 	4	  	
		
CASH FROM OPERATIONS	  	 	4	  	
			
CODE	 		  	 	4	  	
			
COMPANY	 		  	 	4	  	
			
MEMBER	 		  	 	5	  	
			
PERSON	 		  	 	5	  	
			
RESERVES	 		  	 	5	  	
			
TRANSFER	 		  	 	5	  	
			
ARTICLE II	 	    FORMATION; NAME; PURPOSES	  	 	5	  	
			
2.1	 	Formation	  	 	5	  	
			
2.2	 	Name	  	 	5	  	
			
2.3	 	Purpose	  	 	5	  	
			
2.4	 	Powers	  	 	5	  	
			
2.5	 	Registered Agent and Registered Office	  	 	5	  	
			
2.6	 	Principal Place of Business	  	 	5	  	
			
2.7	 	Term	  	 	6	  	
			
2.8	 	Membership Interest	  	 	6	  	
			
ARTICLE III	 	    CAPITAL CONTRIBUTIONS AND LOANS	  	 	6	  	
			
3.1	 	Capital Contribution	  	 	6	  	
			
3.2	 	Additional Capital Contributions	  	 	6	  	
			
3.3	 	No Interest Earned on Company Capital	  	 	6	  	
			
3.4	 	Advances from the Member	  	 	6	  	

							
			
ARTICLE IV	 	    DISTRIBUTIONS	  	 	6	  	
			
4.1	 	Distributions	  	 	6	  	
			
4.2	 	Limitations Upon Distributions	  	 	6	  	
			
ARTICLE V	 	    ADMISSION OF ADDITIONAL MEMBERS	  	 	7	  	
			
ARTICLE VI	 	    TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER	  	 	7	  	
			
6.1	 	Certificate of Membership Interest	  	 	7	  	
			
6.2	 	Assignment and Transfer of Membership Interest	  	 	7	  	
			
6.3	 	Withdrawal	  	 	7	  	
			
ARTICLE VII	 	    MANAGEMENT	  	 	7	  	
			
7.1	 	Management	  	 	7	  	
			
7.2	 	Liability and Indemnification	  	 	8	  	
			
7.3	 	Fiscal Year; Method of Accounting; Elections	  	 	8	  	
			
ARTICLE VIII	 	    LIABILITY OF MEMBER	  	 	8	  	
			
ARTICLE IX	 	    DISSOLUTION AND TERMINATION	  	 	9	  	
			
9.1	 	Events Causing Dissolution	  	 	9	  	
			
9.2	 	Procedure for Winding Up and Dissolution	  	 	9	  	
			
9.3	 	Filing of Certificate of Cancellation	  	 	9	  	
			
ARTICLE X	 	    GENERAL PROVISIONS	  	 	9	  	
			
10.1	 	Assurances	  	 	9	  	
			
10.2	 	Complete Agreement	  	 	9	  	
			
10.3	 	Applicable Law	  	 	10	  	
			
10.4	 	Section Titles	  	 	10	  	
			
10.5	 	Binding Provisions	  	 	10	  	
			
10.6	 	Construction	  	 	10	  	
 
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10.7	 	Separability of Provisions	  	 	10	  	
			
10.8	 	Counterparts	  	 	10	  	
 
-3-

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
McCANN’S ENGINEERING & MANUFACTURING CO., LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 25 th day of March, 2010, by and between MANITOWOC FSG OPERATIONS, LLC, a Nevada limited liability company (the “Member”) and McCANN’S ENGINEERING & MANUFACTURING CO., LLC, a single-member California limited liability company (the “Company”).
R E C I T A L S :
A. The Company was formed under the laws of the State of California by filing Articles of Organization with the Secretary of State of California; and
B. Since the Company’s formation, the sole member has reincorporated from Missouri to Nevada, changed its name and converted to a limited liability company; and
C. The Company and the Member are entering into this Amended and Restated Operating Agreement, which shall supersede any prior operating agreements, to set forth the provisions for the governance of the Company.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:
Act . The California Limited Liability Company Act, as amended from time to time.
Agreement . This Amended and Restated Operating Agreement, as amended from time to time in accordance with its terms.
Cash from Operations . All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.
Code . The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.
Company . McCann’s Engineering & Manufacturing Co., LLC, a California limited liability company organized pursuant to this Agreement and the Act.
 
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Member . Manitowoc FSG Operations, LLC.
Person . Any natural person, general partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust, business trust, cooperative, estate, association, corporation or any other legal or commercial entity, including without limitation, a foreign trust or any foreign business organization, and heirs, executors, administrators, legal representatives, successors and assigns of each Person where the context so permits.
Reserves . Reserves means amounts set aside by the Company as determined by the Member or any officer to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.
Transfer . With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, sale or other transfer or disposition of such interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any interest in the Company, and as a verb, voluntarily or involuntarily to assign, sell or otherwise transfer or dispose of such interest.
ARTICLE II
FORMATION; NAME; PURPOSES
2.1 Formation . The Company was formed on May 18, 2006, pursuant to the provisions of the Act, upon the filing of a Articles of Organization with the Secretary of State of California. The Company and all equity ownership interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.
2.2 Name . The name of the Company is “McCann’s Engineering & Manufacturing Co., LLC.”
2.3 Purpose . The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.
2.4 Powers . The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.
2.5 Registered Agent and Registered Office . The registered agent of the Company in California is Corporation Service Company, and the street address of its registered office is 2730 Gateway Oaks Drive, Suite 100, Sacramento, California 95833. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.
2.6 Principal Place of Business . The Company’s principal place of business shall be located at 4570 Colorado Boulevard, Los Angeles, California 90039. The Company’s principal place of business may be changed from time to time by the Member.
 
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2.7 Term . The term of the Company commenced on May 18, 2006, which was the effective date of formation of the Company, and shall be perpetual or until the Company is dissolved in accordance with Article IX of this Agreement.
2.8 Membership Interest . The equity ownership interest in the Company is designated as the “Membership Interest.” The Membership Interest is personal property and the owner of the Membership Interest has no claim to specific property of the Company. The Membership Interest is subject to the limitations on Transfer set forth in Sections 6.2 and 6.3. Except as contemplated by Article V hereof, it is the intent of the Member and the Company that there be only one member of the Company at any time and that the Membership Interest be the only interest in the Company outstanding at any time. In the event of a Transfer of the Membership Interest permitted by Section 6.2 or Section 6.3 below, references in this Agreement to the Member will thereafter be deemed to refer to the succeeding owner of the Membership Interest.
ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS
3.1 Capital Contribution . Manitowoc FSG Operations, LLC owns the sole Membership Interest of the Company and, therefore, the capital account of the Company.
3.2 Additional Capital Contributions . The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at such times and in such amounts as the Member may decide from time to time.
3.3 No Interest Earned on Company Capital . Interest earned on the Company funds shall inure to the benefit of the Company and the Member shall not be entitled to receive interest on the capital contributions.
3.4 Advances from the Member . The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it deems appropriate.
ARTICLE IV
DISTRIBUTIONS
4.1 Distributions . Except for distributions upon liquidation of the Company (which are governed by Section 9.2), Cash from Operations for each fiscal year of the Company, less Reserves, shall be distributed to the Member at such times as the Member shall determine.
4.2 Limitations Upon Distributions . No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company.
 
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ARTICLE V
ADMISSION OF ADDITIONAL MEMBERS
The Company may cause the Company to have more than one member by issuing a Membership Interest to a Person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest stating that the Member consents to the Issuance of Additional Interest. In connection with any Issuance of Additional Interest in accordance with this Article V, this Agreement shall be superseded by an operating agreement approved by the Member and entered into by all members, including each additional member, and the Company.
ARTICLE VI
TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
6.1 Certificate of Membership Interest . The Membership Interest may be evidenced by a certificate in a form approved by the Member. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.
6.2 Assignment and Transfer of Membership Interest . Absent a written statement of consent by the Member to Transfer the Membership Interest other than in accordance with this Section 6.2, the Member shall not Transfer the Membership Interest to any Person except in a Transfer of the entire Membership Interest to another corporation or other legal entity in a Transfer to which Section 381 of the Internal Revenue Code of 1986, as amended, is applicable, and pursuant to which the transferee becomes or remains the sole owner of the Membership Interest and agrees to be bound by the terms and conditions of this Agreement, including the limitations on the Transfer of the Membership Interest set forth herein. Any permitted Transfer under this Section 6.2 shall, in all cases, be accompanied by a Transfer to the transferee of all rights of the Company in respect of any outstanding indebtedness owing by the Company to the Member.
6.3 Withdrawal . The Member may withdraw or resign from the Company only in connection with a Transfer to a successor member that is the transferee of both the entire Membership Interest and any indebtedness owed to the Member in accordance with this Article 6 regardless of any provision of the Act to the contrary.
ARTICLE VII
MANAGEMENT
7.1 Management . The Member shall manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. The Member shall, to the fullest extent permitted by the Act, have full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all
 
-7-

activities necessary, customary or incident to the management of the Company’s business, affairs and properties. The Member may also elect such officers of the Company as it deems necessary or desirable from time to time who shall serve at the discretion of the Member. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Member. The officers shall have authority to execute on behalf of the Company all deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments to be executed in the course of the Company’s business.
7.2 Liability and Indemnification .
(a) Neither the Member (nor any officer or director thereof), nor any officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by this Agreement, except for fraud, negligence, intentional misconduct, or an intentional breach of this Agreement or any employment agreement.
(b) The Member (and its officers and directors), and each officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement. Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 7.2(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.
7.3 Fiscal Year; Method of Accounting; Elections . The Company’s fiscal year for both tax and financial reporting purposes shall end on December 31 each year, which is the same fiscal year used by the Member. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.
ARTICLE VIII
LIABILITY OF MEMBER
The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.
 
-8-

ARTICLE IX
DISSOLUTION AND TERMINATION
9.1 Events Causing Dissolution . Upon the occurrence of any one of the following events, the Company shall be immediately dissolved:
(a) The affirmative determination of the Member to dissolve the Company;
(b) The happening of any event which makes it unlawful for the Company’s business to be conducted; or
(c) The entry of a decree of dissolution under Sections 17350(c) and 17351 of the Act.
9.2 Procedure for Winding Up and Dissolution . Upon the dissolution of the Company, the officers shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Member or any Person designated by the Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Member.
9.3 Filing of Certificate of Cancellation . If the Company is dissolved, the Member or its designee shall promptly cause a Certificate of Cancellation to be executed and delivered for filing.
ARTICLE X
GENERAL PROVISIONS
10.1 Assurances . Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Member reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.
10.2 Complete Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may not be amended without the written consent of all of the parties hereto.
 
-9-

10.3 Applicable Law . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of California.
10.4 Section Titles . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
10.5 Binding Provisions . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.
10.6 Construction . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.
10.7 Separability of Provisions . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.
10.8 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
 
-10-

Exhibit 3.53
CERTIFICATE OF LIMITED LIABILITY COMPANY DOMESTICATION
OF
MTW COUNTY LIMITED
The undersigned hereby executes this Certificate of Limited Liability Company Domestication of MTW County Limited (the “Company”) for the purpose of domesticating the Company pursuant to the Delaware Limited Liability Company Act.
1. The Company was incorporated on January 24, 2008 in England and Wales.
2. The name of the Company as of immediately prior to the filing of this Certificate of Limited Liability Company Domestication is MTW County Limited.
3. The name of the Company as set forth in the Certificate of Formation filed in accordance with Section 18-212(b) of the Delaware Limited Liability Company Act is MTW County (Domestication) LLC.
4. The domestication of the Company as a limited liability company shall be effective upon the filing of the certificate of this Certificate of Limited Liability Company Domestication and the Certificate of Formation.
5. Immediately prior the filing of this Certificate of Limited Liability Company Domestication the principal place of business of the Company was England and Wales.
6. The domestication of the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act has been approved in the manner provided for by the Memorandum of Association and Articles of Association of the Company, which documents govern the internal affairs of the Company and the conduct of its business.

CERTIFICATE OF FORMATION
OF
MTW COUNTY (DOMESTICATION) LLC
The undersigned hereby executes this Certificate of Formation of MTW County (Domestication) LLC (the “Company”) for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.
1. The name of the Company is MTW County (Domestication) LLC.
2. The address of the registered office of the Company is c/o The Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.
3. The Company’s registered agent at such registered office address is The Corporation Service Company.
 
2

Exhibit 3.54
LIMITED LIABILITY COMPANY AGREEMENT
OF
MTW COUNTY (DOMESTICATION) LLC
Dated as of
March 25, 2010

TABLE OF CONTENTS

 	 	 	  	Page	 	
			
ARTICLE I	 	DEFINITIONS	  	 	4	  	
			
ACT	 		  	 	4	  	
		
AGREEMENT	  	 	4	  	
		
CASH FROM OPERATIONS	  	 	4	  	
			
CODE	 		  	 	4	  	
			
COMPANY	 		  	 	4	  	
			
MEMBER	 		  	 	4	  	
			
PERSON	 		  	 	5	  	
			
RESERVES	 		  	 	5	  	
			
TRANSFER	 		  	 	5	  	
			
UK ENTITY	 		  	 	5	  	
			
ARTICLE II	 	FORMATION; NAME; PURPOSES	  	 	5	  	
			
2.1	 	Formation	  	 	5	  	
			
2.2	 	Name	  	 	5	  	
			
2.3	 	Purpose	  	 	5	  	
			
2.4	 	Powers	  	 	5	  	
			
2.5	 	Registered Agent and Registered Office	  	 	5	  	
			
2.6	 	Principal Place of Business	  	 	5	  	
			
2.7	 	Term	  	 	6	  	
			
2.8	 	Membership Interest	  	 	6	  	
			
ARTICLE III	 	CAPITAL CONTRIBUTIONS AND LOANS	  	 	6	  	
			
3.1	 	Capital Contribution	  	 	6	  	
			
3.2	 	Additional Capital Contributions	  	 	6	  	
 
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3.3	 	No Interest Earned on Company Capital	  	 	6	  	
			
3.4	 	Advances from the Member	  	 	6	  	
			
ARTICLE IV	 	DISTRIBUTIONS	  	 	6	  	
			
4.1	 	Distributions	  	 	6	  	
			
4.2	 	Limitations Upon Distributions	  	 	6	  	
			
ARTICLE V	 	ADMISSION OF ADDITIONAL MEMBERS	  	 	7	  	
			
ARTICLE VI	 	TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER	  	 	7	  	
			
6.1	 	Certificate of Membership Interest	  	 	7	  	
			
6.2	 	Assignment and Transfer of Membership Interest	  	 	7	  	
			
6.3	 	Withdrawal	  	 	7	  	
			
ARTICLE VII 	 	MANAGEMENT	  	 	7	  	
			
7.1	 	Management	  	 	7	  	
			
7.2	 	Liability and Indemnification	  	 	8	  	
			
7.3	 	Fiscal Year; Method of Accounting; Elections	  	 	8	  	
			
ARTICLE VIII	 	        LIABILITY OF MEMBER	  	 	8	  	
			
ARTICLE IX	 	DISSOLUTION AND TERMINATION	  	 	9	  	
			
9.1	 	Events Causing Dissolution	  	 	9	  	
			
9.2	 	Procedure for Winding Up and Dissolution	  	 	9	  	
			
9.3	 	Filing of Certificate of Cancellation	  	 	9	  	
			
ARTICLE X	 	GENERAL PROVISIONS	  	 	9	  	
			
10.1	 	Assurances	  	 	9	  	
			
10.2	 	Complete Agreement	  	 	9	  	
			
10.3	 	Applicable Law	  	 	10	  	
			
10.4	 	Section Titles	  	 	10	  	
			
10.5	 	Binding Provisions	  	 	10	  	
 
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10.6	 	Construction	  	 	10	  	
			
10.7	 	Separability of Provisions	  	 	10	  	
			
10.8	 	Counterparts	  	 	10	  	
 
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LIMITED LIABILITY COMPANY AGREEMENT
OF
MTW COUNTY (DOMESTICATION) LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT is made as of the 25 day of March, 2010, by and between MANITOWOC FSG INTERNATIONAL HOLDINGS, INC., a Nevada corporation (the “Member”) and MTW COUNTY (DOMESTICATION) LLC, a single-member Delaware limited liability company (the “Company”).
R E C I T A L S :
A. Hackremco (No. 2547) Limited was originally incorporated in England and Wales on January 24, 2008, and its name was subsequently changed to MTW County Limited; and
B. MTW County Limited caused a Certificate of Limited Liability Company Domestication and a Certificate of Formation of MTW County (Domestication) LLC to be filed with the Delaware Secretary of State on October 23, 2008; and
C. The parties are entering into this Agreement to set forth the provisions for the governance and operation of such limited liability company.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:
Act . Del. Code Ann. Title 6, Sections 18-101 to 18-1109, as amended from time to time.
Agreement . This Amended and Restated Limited Liability Company Agreement, as amended from time to time in accordance with its terms.
Cash from Operations . All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.
Code . The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.
Company . MTW County (Domestication) LLC, a Delaware limited liability company organized pursuant to this Agreement and the Act.
Member . Manitowoc FSG International Holdings, Inc.
 
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Person . Any natural person, general partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust, business trust, cooperative, estate, association, corporation or any other legal or commercial entity, including without limitation, a foreign trust or any foreign business organization, and heirs, executors, administrators, legal representatives, successors and assigns of each Person where the context so permits.
Reserves . Reserves means amounts set aside by the Company as determined by the Member or any officer to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.
Transfer . With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, sale or other transfer or disposition of such interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any interest in the Company, and as a verb, voluntarily or involuntarily to assign, sell or otherwise transfer or dispose of such interest.
UK Entity . MTW County Limited, an entity formed on January 24, 2008 in England and Wales.
ARTICLE II
FORMATION; NAME; PURPOSES
2.1 Formation . The UK Entity was formed on January 24, 2008 in England and Wales and, on October 23, 2008, a Certificate of Limited Liability Company Domestication and a Certificate of Formation were filed with the Secretary of State of Delaware to create the Company pursuant to the provisions of the Act. The Company and all equity ownership interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.
2.2 Name . The name of the Company is “MTW County (Domestication) LLC.”
2.3 Purpose . The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.
2.4 Powers . The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.
2.5 Registered Agent and Registered Office . The registered agent of the Company in Delaware is Corporation Service Company, and the street address of its registered office is 2711 Centerville Road, Wilmington, Delaware 19808. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.
2.6 Principal Place of Business . The Company’s principal place of business shall be located at 2400 South 44th Street, Manitowoc, Wisconsin 54220. The Company’s principal place of business may be changed from time to time by the Member.
 
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2.7 Term . The term of the Company commenced on January 24, 2008, which was the effective date of formation of the UK Entity, and shall be perpetual or until the Company is dissolved in accordance with Article IX of this Agreement.
2.8 Membership Interest . The equity ownership interest in the Company is designated as the “Membership Interest.” The Membership Interest is personal property and the owner of the Membership Interest has no claim to specific property of the Company. The Membership Interest is subject to the limitations on Transfer set forth in Sections 6.2 and 6.3. Except as contemplated by Article V hereof, it is the intent of the Member and the Company that there be only one member of the Company at any time and that the Membership Interest be the only interest in the Company outstanding at any time. In the event of a Transfer of the Membership Interest permitted by Section 6.2 or Section 6.3 below, references in this Agreement to the Member will thereafter be deemed to refer to the succeeding owner of the Membership Interest.
ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS
3.1 Capital Contribution . Manitowoc FSG International Holdings, Inc. is the owner of the sole Membership Interest of the Company and, therefore, the capital account of the Company.
3.2 Additional Capital Contributions . The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at such times and in such amounts as the Member may decide from time to time.
3.3 No Interest Earned on Company Capital . Interest earned on the Company funds shall inure to the benefit of the Company and the Member shall not be entitled to receive interest on the capital contributions.
3.4 Advances from the Member . The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it deems appropriate.
ARTICLE IV
DISTRIBUTIONS
4.1 Distributions . Except for distributions upon liquidation of the Company (which are governed by Section 9.2), Cash from Operations for each fiscal year of the Company, less Reserves, shall be distributed to the Member at such times as the Member shall determine.
4.2 Limitations Upon Distributions . No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company.
 
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ARTICLE V
ADMISSION OF ADDITIONAL MEMBERS
The Company may cause the Company to have more than one member by issuing a Membership Interest to a Person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest stating that the Member consents to the Issuance of Additional Interest. In connection with any Issuance of Additional Interest in accordance with this Article V, this Agreement shall be superseded by a limited liability company agreement approved by the Member and entered into by all members, including each additional member, and the Company.
ARTICLE VI
TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER
6.1 Certificate of Membership Interest . The Membership Interest may be evidenced by a certificate in a form approved by the Member. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.
6.2 Assignment and Transfer of Membership Interest . Absent a written statement of consent by the Member to Transfer the Membership Interest other than in accordance with this Section 6.2, the Member shall not Transfer the Membership Interest to any Person except in a Transfer of the entire Membership Interest to another corporation or other legal entity in a Transfer to which Section 381 of the Internal Revenue Code of 1986, as amended, is applicable, and pursuant to which the transferee becomes or remains the sole owner of the Membership Interest and agrees to be bound by the terms and conditions of this Agreement, including the limitations on the Transfer of the Membership Interest set forth herein. Any permitted Transfer under this Section 6.2 shall, in all cases, be accompanied by a Transfer to the transferee of all rights of the Company in respect of any outstanding indebtedness owing by the Company to the Member.
6.3 Withdrawal . The Member may withdraw or resign from the Company only in connection with a Transfer to a successor member that is the transferee of both the entire Membership Interest and any indebtedness owed to the Member in accordance with this Article 6 regardless of any provision of the Act to the contrary.
ARTICLE VII
MANAGEMENT
7.1 Management . The Member shall manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. The Member shall, to the fullest extent permitted by the Act, have full and complete authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all
 
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activities necessary, customary or incident to the management of the Company’s business, affairs and properties. The Member may also elect such officers of the Company as it deems necessary or desirable from time to time who shall serve at the discretion of the Member. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Member. The officers shall have authority to execute on behalf of the Company all deeds, mortgages, bonds, contracts, leases and all other documents, agreements and instruments to be executed in the course of the Company’s business.
7.2 Liability and Indemnification .
(a) Neither the Member (nor any officer or director thereof), nor any officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by this Agreement, except for fraud, negligence, intentional misconduct, or an intentional breach of this Agreement or any employment agreement.
(b) The Member (and its officers and directors), and each officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement. Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 7.2(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.
7.3 Fiscal Year; Method of Accounting; Elections . The Company’s fiscal year for both tax and financial reporting purposes shall end on December 31 each year, which is the same fiscal year used by the Member. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.
ARTICLE VIII
LIABILITY OF MEMBER
The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.
 
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ARTICLE IX
DISSOLUTION AND TERMINATION
9.1 Events Causing Dissolution . Upon the occurrence of any one of the following events, the Company shall be immediately dissolved:
(a) The affirmative determination of the Member to dissolve the Company;
(b) The happening of any event which makes it unlawful for the Company’s business to be conducted; or
(c) The entry of a decree of dissolution under Sections 18-801(5), -802 of the Act.
9.2 Procedure for Winding Up and Dissolution . Upon the dissolution of the Company, the officers shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Member or any Person designated by the Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Member.
9.3 Filing of Certificate of Cancellation . If the Company is dissolved, the Member or its designee shall promptly cause a Certificate of Cancellation to be executed and delivered for filing.
ARTICLE X
GENERAL PROVISIONS
10.1 Assurances . Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Member reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.
10.2 Complete Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may not be amended without the written consent of all of the parties hereto.
 
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10.3 Applicable Law . All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Delaware.
10.4 Section Titles . The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
10.5 Binding Provisions . This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.
10.6 Construction . Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.
10.7 Separability of Provisions . Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.
10.8 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
 
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Exhibit 3.55
CERTIFICATE OF INCORPORATION
OF
WELBILT CORPORATION
The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the “Corporation”) is WELBILT CORPORATION.
SECOND: The address, including street number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.
THIRD: The nature of the business or purpose to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 3,000 shares, having par value of $.01 per share, all of which are of the same class and all of which are designated as common shares.
FIFTH: The name and the mailing address of the incorporator are as follows:

Name	  	Mailing Address	
		
James L. Simpson	  	Shake & Siegel, P.C.	
	  	530 Fifth Avenue	
	  	New York, NY 10036	

SIXTH: The Corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter, or repeal the by-laws, and to adopt any new by-law, of the Corporation.
 
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NINTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, no director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
TENTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, (i) indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and (ii) advance expenses to any and all said persons. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such offices, and shall continue as to persons who have ceased to be directors, officers, employees or agents and shall inquire to the benefit of the heirs, executors and administrators of such persons.
ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said law, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.
 
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Exhibit 3.56
BY-LAWS
OF
WELBILT CORPORATION
(Formed under the laws of the State of Delaware)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting . A meeting of the stockholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors.
Section 2. Special Meetings . Special meetings of the stockholders may be called by the Board of Directors or by the President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting.
Section 3. Place of Meetings . Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principle office of the Corporation.
Section 4. Notice of Meetings . Notice of each meeting of stockholders shall be given in writing and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.
 
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If, at any meeting, action is proposed to be taken which would, if taken, entitle objecting stockholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by first class mail, not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the stockholder at his address as it appears on the record of stockholders. In the event of a change of address, he shall file with the Secretary of the Corporation a written request that his address be changed in the records of the Corporation, in which event notices to him shall be directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, or if the adjourned meeting is more than 30 days after the adjournment, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under the preceding paragraphs of this Section 4.
Section 5. Waiver of Notice . Notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
 
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Section 6. Inspectors of Election . The Board of Directors, in advance of any stockholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders’ meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
Section 7. List of Stockholders at Meetings . A list of stockholders as of the record date, certified by the Secretary or Assistant Secretary or by a transfer agent, shall be prepared at least 10 days prior to each meeting. Such list shall be open to the examination of any stockholder for purposes germane to the meeting and may be inspected by any stockholder who
 
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is present. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.
Section 8. Qualification of Voters . Unless otherwise provided in the certificate of incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for every share standing in his name on the record of stockholders.
Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, conservator, committee, trustee or other fiduciary, may be voted by him, either in person or by proxy, without transfer of such shares into his name.
Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the by-laws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.
A stockholder shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law.
Section 9. Quorum of Stockholders . The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of stockholders for the transaction
 
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of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
The stockholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
Section 10. Proxies . Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.
Except as otherwise required by applicable law, the authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the stockholder who executed the proxy unless before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Section 11. Vote or Consent of Stockholders . Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.
 
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Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
Whenever stockholders are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice, and without a vote, on written consent, setting forth the action so taken, signed by the holders of outstanding stock having not less than the minimum numbers of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written consent thus given by such holders so entitled to vote shall have the same effect as a vote of stockholders at a meeting duly called and held. Prompt notice of the taking of such action without a meeting by less than the unanimous consent of all stockholders shall be given to those stockholders who did not consent in writing.
Section 12. Fixing Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.
When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
 
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ARTICLE II
BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors . The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least 18 years of age.
Section 2. Number of Directors . The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be two.
Section 3. Election and Term of Directors . At each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualify or until their respective deaths, resignations or removals in the manner hereinafter provided.
Section 4. Quorum of Directors and Action by the Board . A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided by these by-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee
 
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consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 5. Meetings of the Board . An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of stockholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.
Meetings of the Board of Directors shall be held at such places as may fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the office of the Corporation.
No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Eastern time, on the third day prior to the meeting or by telegram, written message or orally to the director not later than noon, Eastern time, on the day prior to the meeting. Notices are deemed to have been given: by mail, when deposited in the United States mail; by telegram at the time of filing; and by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not to be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
 
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A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
Section 6. Resignations . Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal of Directors . Any or all of the directors may be removed with or without cause by vote of the stockholders.
Section 8. Newly Created Directorships and Vacancies . Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by stockholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by stockholders shall be filled by the stockholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Section 9. Executive and other Committees of Directors . The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its
 
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members an executive committee and other committees each consisting of one or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:
 
 	(1)	Approving or adopting, or recommending to the stockholders, any action or matter expressly required by this chapter to be submitted for approval, or	
 
 	(2)	Adopting, amending or repealing any by-law of the corporation.	
The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of Directors.
Section 10. Compensation of Directors . The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.
ARTICLE III
OFFICERS
Section 1. Officers . The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary and a Treasurer, and from time to time may elect or appoint one or more Vice Presidents or such other officers as it may determine. Any two or more offices may be held by the same person.
 
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Section 2. Other Officers . The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 3. Compensation . The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Term of Office and Removal . Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of stockholders. Any officer may be removed by the Board, with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
Section 5. Power and Duties .
(a) President : The President shall be the chief executive officer and chief operating officer of the Corporation, shall have general and active management of the business of the Corporation, shall have responsibility for the general operation of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also preside at all meetings of the stockholders and the Board of Directors.
 
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He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The President shall exercise such other powers, shall preform such other duties and have such other responsibilities as may be given from time to time by the Board of Directors or the By-laws of the Corporation.
(b) Vice-Presidents : The Vice-Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
(c) Secretary and Assistant Secretaries : The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
 
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The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
(d) Treasurer and Assistant Treasurers : The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or of there be no such
 
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determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 6. Books to be Kept . The Corporation shall keep (a) correct and complete books and records of account, (b) minutes of the proceedings of the stockholders, Board of Directors and any committees of directors, and (c) a current list of the directors and officers and their residence addresses; and the Corporation shall also keep at its office or at the office of its transfer agent or registrar if any, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.
Section 7. Checks, Notes, etc . All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
 
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ARTICLE IV
FORMS OF CERTIFICATES AND LOSS AND TRANSFER OF SHARES
Section 1. Forms of Share Certificates . The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chairman of the Board, the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face thereof:
(1) That the Corporation is formed under the laws of the State of Delaware;
 
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(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.
Section 2. Transfers of Shares . Shares of the Corporation shall be transferable on the record of stockholders upon presentment to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.
Section 3. Lost, Stolen or Destroyed Share Certificates . No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors, upon:
(1) Production of evidence of loss, destruction or wrongful taking;
(2) Delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;
(3) Payment of the expenses of the Corporation and its agents incurred m connection with the issuance of the new certificate; and
(4) Compliance with such other reasonable requirements as may be imposed.
 
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ARTICLE V
OTHER MATTERS
Section 1. Corporate Seal . The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 2. Fiscal Year . The fiscal year of the Corporation shall be the 12 months ending December 31 or such other period as may be fixed by the Board of Directors.
Section 3. Amendments . By-laws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon as hereinabove provided.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
 
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Exhibit 3.57
CERTIFICATE OF INCORPORATION
OF
WELBILT HOLDING COMPANY
The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the “corporation”) is Welbilt Holding Company.
SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the state of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the state of Delaware at such address is Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 3,000 shares, without par value, all of which are of the same class and all of which are designated as common shares.
FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	  	MAILING ADDRESS	  	 	  	 	
				
Stephen M. Goldstein	  	Golenbock and Barell	  		  		
	  	645 Fifth Avenue	  		  		
	  	New York, New York 10022	  		  		
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a

meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stock- holders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.
EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter, or repeal the by-laws, and to adopt any new by-law, of the corporation.
NINTH: To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended and supplemented, no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
TENTH: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, (i) indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and (ii) advance expenses to any and all said persons. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such offices, and shall continue as to persons who have ceased to be directors, officers, employees or agents and shall inure to the benefit of the heirs, executors and administrators of such persons.
ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.
 
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Exhibit 3.58
BY-LAWS
OF
WELBILT HOLDING COMPANY
(Formed under the laws of the State of Delaware)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting . A meeting of the stockholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors.
Section 2. Special Meetings . Special meetings of the stockholders may be called by the Board of Directors or by the President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting.
Section 3. Place of Meetings . Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the office of the Corporation in the State of Delaware.
Section 4. Notice of Meetings . Notice of each meeting of stockholders shall be given in writing and shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

If, at any meeting, action is proposed to be taken which would, if taken, entitle objecting stockholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.
A copy of the notice of each meeting shall be given, personally or by first class mail, not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the stockholder at his address as it appears on the record of stockholders. In the event of a change of address, he shall file with the Secretary of the Corporation a written request that his address be changed in the records of the Corporation, in which event notices to him shall be directed to him at such other address.
When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, or if the adjourned meeting is more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled to notice under the preceding paragraphs of this Section 4.
Section 5. Waiver of Notice . Notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
 
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Section 6. Inspectors of Election . The Board of Directors, in advance of any stockholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders’ meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.
Section 7. List of Stockholders at Meetings . A list of stockholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be prepared at least 10 days prior to each meeting. Such list shall be open to the examination of any stockholder for purposes germane to the meeting and may be inspected by any stockholder who
 
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is present. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of stockholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be stockholders entitled to vote thereat may vote at such meeting.
Section 8. Qualification of Voters . Unless otherwise provided in the certificate of incorporation, every stockholder of record shall be entitled at every meeting of stockholders to one vote for every share standing in his name on the record of stockholders.
Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.
Shares held by an administrator, executor, guardian, conservator, committee, trustee or other fiduciary, may be voted by him, either in person or by proxy, without transfer of such shares into his name.
Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the by-laws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.
A stockholder shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law.
Section 9. Quorum of Stockholders . The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of stockholders for the transaction
 
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of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
The stockholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.
Section 10. Proxies . Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.
Except as otherwise required by applicable law, the authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the stockholder who executed the proxy unless before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.
Section 11. Vote or Consent of Stockholders . Directors shall, except as otherwise required by law, be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election.
 
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Whenever any corporate action, other than the election of directors, is to be taken by vote of stockholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote thereon.
Whenever stockholders are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice, and without a vote, on written consent, setting forth the action so taken, signed by the holders of outstanding stock having not less than the minimum numbers of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written consent thus given by such holders so entitled to vote shall have the same effect as a vote of stockholders at a meeting duly called and held. Prompt notice of the taking of such action without a meeting by less than the unanimous consent of all stockholders shall be given to those stockholders who did not consent in writing.
Section 12. Fixing Record Date . For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.
When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.
 
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ARTICLE II
BOARD OF DIRECTORS
Section 1. Power of Board and Qualification of Directors . The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least 18 years of age.
Section 2. Number of Directors . The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than 15, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be two.
Section 3. Election and Term of Directors . At each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting of stockholders and until their successors have been elected and qualify or until their respective deaths, resignations or removals in the manner hereinafter provided.
Section 4. Quorum of Directors and Action by the Board . A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided by these by-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee
 
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consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 5. Meetings of the Board . An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of stockholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.
Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the office of the Corporation.
No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Eastern time, on the third day prior to the meeting or by telegram, written message or orally to the director not later than noon, Eastern time, on the day prior to the meeting. Notices are deemed to have been given: by mail, when deposited in the United States mail; by telegram at the time of filing; and by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for the purpose, or, if none has been so designated, at his last known residence or business address.
Notice of a meeting of the Board of Directors need not to be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
 
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A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
Section 6. Resignations . Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Removal of Directors . Any or all of the directors may be removed with or without cause by vote of the stockholders.
Section 8. Newly Created Directorships and Vacancies . Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by stockholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by stockholders shall be filled by the stockholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Section 9. Executive and other Committees of Directors . The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its
 
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members an executive committee and other committees each consisting of one or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:
(1) The submission to stockholders of any action that needs stockholders’ approval;
(2) The amendment of the Certificate of Incorporation;
(3) The filling of vacancies in the Board or in any committee;
(4) The fixing of compensation of the directors for serving on the Board or on any committee;
(5) The amendment or repeal of the by-laws, or the adoption of new by-laws;
(6) The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable; or
(7) The removal or indemnification of directors; or unless the resolution, these by-laws or the Certificate of Incorporation otherwise provide;
(8) The declaration of a dividend;
(9) The issuance of stock; or
(10) The adoption of a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law.
The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
 
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Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.
Each such committee shall serve at the pleasure of the Board of Directors.
Section 10. Compensation of Directors . The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.
ARTICLE III
OFFICERS
Section 1. Officers . The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary and a Treasurer, and from time to time may elect or appoint one or more Vice Presidents or such other officers as it may determine. Any two or more offices may be held by the same person.
Section 2. Other Officers . The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 3. Compensation . The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Term of Office and Removal . Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board
 
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following the next annual meeting of stockholders. Any officer may be removed by the Board, with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.
Section 5. Powers and Duties .
(a) President : The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also preside at all meetings of the Stockholders and the Board of Directors.
He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.
(b) Vice-Presidents : The Vice-Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
(c) Secretary and Assistant Secretaries : The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special
 
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meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
(d) Treasurer and Assistant Treasurers : The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
 
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If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 6. Books to be Kept . The Corporation shall keep (a) correct and complete books and records of account, (b) minutes of the proceedings of the stockholders, Board of Directors and any committees of directors, and (c) a current list of the directors and officers and their residence addresses; and the Corporation shall also keep at its office or at the office of its transfer agent or registrar if any, a record containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.
The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.
Section 7. Checks, Notes, etc . All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.
 
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ARTICLE IV
FORMS OF CERTIFICATES AND LOSS AND
TRANSFER OF SHARES
Section 1. Forms of Share Certificates . The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.
Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to
 
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be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.
Each certificate representing shares shall state upon the face thereof:
(1) That the Corporation is formed under the laws of the State of Delaware;
(2) The name of the person or persons to whom issued; and
(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.
Section 2. Transfers of Shares . Shares of the Corporation shall be transferable on the record of stockholders upon presentment to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.
Section 3. Lost, Stolen or Destroyed Share Certificates . No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors, upon:
(1) Production of evidence of loss, destruction or wrongful taking;
(2) Delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;
 
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(3) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and
(4) Compliance with such other reasonable requirements as may be imposed.
ARTICLE V
OTHER MATTERS
Section 1. Corporate Seal . The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.
Section 2. Fiscal Year . The fiscal year of the Corporation shall be the 12 months ending on the last Saturday of the calendar year or such other period as may be fixed by the Board of Directors.
Section 3. Amendments . By-laws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon as hereinabove provided.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
 
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Exhibit 3.59
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
RESTATED ARTICLES OF INCORPORATION
OF
WESTRAN CORPORATION
 
1.	These Restated Articles of Incorporation are executed pursuant to the provisions of Sections 641-651, Act 284, Public Acts of 1972, as amended.	
 
2.	The present name of the corporation is	
WESTRAN CORPORATION
 
3.	All of the former names of the corporation are as follows:	
WEST MICHIGAN STEEL FOUNDRY CO.
 
4.	The date of filing the original Articles of Incorporation was March 26, 1918. The original Articles of Incorporation were subsequently restated on March 12, 1982.	
 
5.	The following Restated Articles of Incorporation supersede the original Articles of Incorporation as amended and restated and shall be the Articles of Incorporation of the corporation:	
ARTICLE I
The name of the corporation is WESTRAN CORPORATION
ARTICLE II
The purpose of the corporation is to engage in any one or more lawful acts or activities within the purposes for which corporations may be organized under the Business Corporation Act.
ARTICLE III
The total authorized capital stock of the corporation is five hundred thousand (500,000) shares of common stock of the par value of One Dollar ($1.00) per share, all of one class with equal voting rights.
ARTICLE IV
The address (which is the mailing address) of the current registered office of the corporation is 601 Abbott Road, East Lansing, Michigan 48823.

The name of the current resident agent is CSC-Lawyers Incorporating Service (Company).
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.
ARTICLE VI
Any action required or permitted by the Michigan Business Corporation Act, these Articles, or the bylaws of the corporation, to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.
ARTICLE VII
The board of directors may, by resolution or resolutions, confer upon the holders of any bonds, debentures, and notes issued or to be issued by the corporation as part of the terms of such bonds, debentures, or notes, rights to inspect the corporate books and records and to vote in the election of directors and on any other matters on which shareholders of the corporation may vote, to the extent, in the manner, and subject to the conditions prescribed in such resolution or resolutions.
ARTICLE VIII
Directors of the corporation shall be indemnified to the fullest extent permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding arising out of their service as a director or in any other capacity to the corporation. Persons who are not directors may be similarly indemnified to the extent authorized at any time by the Board of Directors of the corporation.
 
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ARTICLE IX
The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and to add additional Articles hereto, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.
ARTICLE X
The duration of the corporation is perpetual.
ARTICLE XI
No holder of shares of stock of the corporation of any class which are now or hereafter may be authorized shall be entitled as a matter of right to subscribe for, purchase or receive any shares of the stock of any class which are now or hereafter may be authorized or any rights or options of the corporation which it may issue or sell, whether out of the number of shares authorized by these Articles of Incorporation, by amendment thereof or out of the shares of stock of the corporation acquired by it after the issuance thereof, nor shall any shareholder be entitled as a matter of right to subscribe for, purchase or receive any bonds, debentures or other securities which the corporation may issue or sell that shall be convertible into or exchangeable for stock or which shall have attached to or appertain to any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for, purchase or receive any shares of the capital stock from the corporation. However, all such additional issues of stock, rights and options or of bonds, debentures or other securities convertible into or exchangeable for stock or to which warrants shall be attached or appertain or which shall confer upon the holder the right to subscribe for, purchase or receive any shares of stock may be issued and disposed of by the Board of Directors to such persons, firms or corporations upon such terms as they may deem advisable.
With respect to any portion of the stock of the corporation which is now or hereafter may be authorized or to any obligations convertible into stock of the corporation, should the Board of Directors offer the same to the shareholders of any class thereof, such offer shall not in any way constitute a waiver or release of the right of the Board of Directors to dispose of other portions of said stock subsequently without so offering the same to the shareholders. The acceptance of stock in the corporation shall be a waiver of any such preemptive or preferential right which in the absence of this provision might otherwise be asserted by the shareholders of the corporation.
These Restated Articles of Incorporation were duly adopted by the shareholders on the 14th day of August, 1985, in accordance with the provisions of Section 642, Act 284, Public Acts of 1972. The necessary number of shares as required by statute were voted in favor of the Restated Articles of Incorporation.
 
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Exhibit 3.60
B Y L A W S
OF
WESTRAN CORPORATION
ARTICLE I
OFFICES
Section 1. Offices . The corporation may have offices at such places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Times and Places of Meetings . Meetings of the shareholders shall be held at such times and places as may be fixed from time to time by the board of directors, within or without the State of Michigan.
Section 2. Annual Meeting . An annual meeting of the shareholders for election of directors and for such other business as may come before the meeting shall be held on the fourth Tuesday in February each year, or if that be a legal holiday, on the next succeeding business day, at such hour as may be designated by the Board.
Section 3. Special Meetings . Special meetings of the shareholders may be called by the board of directors or by the President, and shall be held on such date as may be specified in the notice of the meeting.
Section 4. Notice of Meetings . Written notice of all meetings of shareholders, stating the time, place, and purposes thereof, shall be given to each shareholder of record entitled to vote thereat, at least ten (10) but not more than sixty (60) days before the date fixed for the meeting, either personally or by mail (notice by mail shall be deemed given when mailed).
Notice of any meeting need not be given to any shareholder who signs a waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting at the beginning of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him.
Section 5. Shareholder List . The officer or agent who has charge of the stock transfer books of the corporation shall make and certify a complete list of the shareholders entitled to vote at each meeting of shareholders, arranged by class or series of shares in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. The list shall be produced and kept at the time and place of the meeting during

the whole time thereof, and may be inspected by any shareholder who is present. If the requirements of this Section are not complied with, then upon demand of any shareholder or proxy who in good faith challenges the existence of sufficient votes to carry any action at a meeting, the meeting shall be adjourned until the requirements are complied with. Failure to comply with the requirements of this Section does not affect the validity of any action taken at a meeting before the making of such demand.
Section 6. Quorum . The holders of a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation; provided, that when any specified action is required to be voted upon by a class or series of shares voting as a class or series, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified action. If there shall be no quorum, the shares present by majority vote may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, when any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. However, if after the adjournment the board fixes a new record date for the adjourned meeting, notice of the time, place, and purposes of such meeting shall be given to each shareholder of record on the new record date. Once a quorum shall have been determined to be present, the shareholders present in person or by proxy at any meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 7. Vote Required . When an action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or express provision of statute. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at an election.
Section 8. Voting Rights . Except as otherwise provided by the Articles of Incorporation or the resolution or resolutions of the board of directors creating any class of stock, each shareholder shall at every meeting of shareholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.
Section 9. Conduct of Meetings . Meetings of shareholders generally shall follow accepted rules of parliamentary procedure, subject to the following:
(a) The chairman of the meeting shall have absolute authority over matters of procedure, and there shall be no appeal from the ruling of the chairman. If, in his absolute discretion, the chairman deems it advisable to dispense with the rules of parliamentary procedure as to any one meeting of shareholders or part thereof, he shall so state and shall clearly state the rules under which the meeting or appropriate part thereof shall be conducted.
 
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(b) If disorder should arise which prevents the continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting; and upon his so doing, the meeting is immediately adjourned.
(c) The chairman may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.
(d) A resolution or motion shall be considered for vote only if proposed by a shareholder or a duly authorized proxy and seconded by a shareholder or duly authorized proxy other than the individual who proposed the resolution or motion.
(e) Shareholders may submit matters and proposals for inclusion in the agenda of any annual shareholders’ meeting if such matters and proposals are of general concern to, and are proper subjects for action by, the shareholders under the laws governing the rights and duties of shareholders of this corporation. Any proposal or matter shall be omitted if it: (i) relates to the enforcement of a personal claim or the redress of a personal grievance against the corporation, its management, or any other person, (ii) consists of a recommendation, request or mandate that action be taken with respect to any matter, including a general economic, political, racial, religious, social or similar cause, that is not significantly related to the business of the corporation or is not within the power of the corporation to effectuate, (iii) has at the shareholder’s request previously been submitted in either of the last two annual meetings of shareholders and said shareholder has failed to present the proposal, in person or by proxy, for action at the meeting, (iv) is substantially similar to any matter or proposal that has previously been submitted to the annual shareholders’ meeting at any of the preceding five meetings and such matter or proposal received less than 10% of the total number of votes cast in regard thereto, or (v) consists of a recommendation or request that the management take action with respect to a matter relating to the conduct of the ordinary business operations of the corporation. Anything in this paragraph to the contrary notwithstanding, no proposal or matter shall be presented to the meeting which has not been submitted for inclusion in the agenda within 10 days after the date of mailing of notice of the meeting, except as the chairman may permit and, provided, that if this corporation is subject to the solicitation rules and regulations of the Securities Exchange Act of 1934, as amended, matters and proposals for submission for inclusion on the agenda shall be governed by those rules and regulations.
ARTICLE III
RECORD DATE
Section 1. Fixing of Record Date by Board . For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. The date shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.
 
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Section 2. Provision for Record Date in the Absence of Board Action . If a record date is not fixed by the board of directors: (a) the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders for any purpose other than that specified in subsection (a) shall be the close of business on the day on which the resolution of the board relating thereto is adopted.
Section 3. Adjournments . When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this Article, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.
ARTICLE IV
DIRECTORS
Section 1. Number of Directors . A director need not be a shareholder, a citizen of the United States, or a resident of the State of Michigan. The number of directors which shall constitute the whole board shall be determined from time to time by resolution of the board of directors. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and each such director elected shall hold office until his successor is elected.
Section 2. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors after the vacancy has occurred, though less than a quorum, and the directors so chosen shall hold office for the unexpired term in respect of which such vacancy occurred.
Section 3. Powers . The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.
Section 4. Fees and Expenses . The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
Section 5. Resignation . Any director may resign at any time and such resignation shall take effect upon receipt thereof by the corporation, or such subsequent time as set forth in the notice of resignation. Any or all of the directors may be removed, for cause, by the vote of the holders of a majority of the shares entitled to vote at an election of directors.
 
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ARTICLE V
MEETINGS OF DIRECTORS
Section 1. Places of Meetings . The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Michigan.
Section 2. First Meeting of Newly Elected Board . The first meeting of each newly elected board of directors shall be held following the annual meeting of shareholders, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 3. Regular Meetings . Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 4. Special Meetings . Special meetings of the board may be called by the President or Secretary or by any director, on two (2) days’ notice to each director, either personally or by mail or by telegram.
Section 5. Purpose Need Not Be Stated . Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of such meeting.
Section 6. Quorum . At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 7. Action Without Meeting . Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if, before or after the action, a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes or proceedings of the board or committee. Such consent shall have the same effect as a vote of the board or committee for all purposes.
Section 8. Meeting by Telephone or Similar Equipment . The board of directors or any committee designated by the board of directors may participate in a meeting of such board, or committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
Section 9. Waiver of Notice . Attendance of a director at a meeting of the board or any committee constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Notice of any meeting of the board or a committee need not be given to any person entitled thereto who waives such notice in writing, either before or after the meeting.
 
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ARTICLE VI
OFFICERS
Section 1. Appointment . The board of directors at its first meeting after the annual meeting of shareholders, or as soon as practicable after the election of directors in each year, shall appoint a President and may elect a Chairman of the Board. The board of directors may also appoint one or more Vice Presidents and shall appoint a Secretary and a Treasurer. None of such officers, except the Chairman of the Board, need be members of the board. The board from time to time may appoint such other officers as they may deem proper. The dismissal of an officer, the appointment of an officer to fill the place of one who has been dismissed or has ceased for any reason to be an officer, the appointment of any additional officers, and the change of an officer to a different or additional office, may be made by the board of directors at any later meeting. Any two (2) or more offices may be filled by the same person. The President, the Vice Presidents (if any), the Secretary, and the Treasurer shall be the executive officers of the corporation.
Section 2. Term of Office . Each officer shall hold office at the pleasure of the board. The board of directors may remove any officer for cause or without cause. Any officer may resign his office at any time, such resignation to take effect upon receipt of written notice thereof by the corporation unless otherwise specified in the resignation. If any office becomes vacant for any reason, the vacancy may be filled by the board.
Section 3. Chairman of the Board . The Chairman of the Board, if there be one, shall, when present, preside at all meetings of the directors and shareholders. He shall have such other duties and powers as may be imposed or given by the board.
Section 4. President . The President shall be the chief executive officer of the corporation, and, unless there shall be a Chairman of the Board, or, if there be one, in the event of his death, resignation, absence, or inability, shall preside at all meetings of the shareholders, and, if he shall be a director, at all meetings of the board of directors. He shall have final authority, subject to the control of the board of directors, over the general policy and business of the corporation and shall have the general control and management of the business and affairs of the corporation. The President shall have the power, subject to the control of the board of directors, to appoint or discharge and to prescribe the duties and to fix the compensation of such agents and employees of the corporation as he may deem necessary. He shall make and sign bonds, mortgages, and other contracts and agreements in the name and on behalf of the
 
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corporation, except when he or the board of directors by resolution instruct the same to be done by some other officer or agent. He shall see that all orders and resolutions of the board of directors are carried into effect and shall perform all other duties necessary or appropriate to his office, subject, however, to his right and the right of the directors to delegate any specific powers to any other officer or officers of the corporation.
Section 5. Vice Presidents . Each Vice President shall have such title and powers and perform such duties as may be assigned to him from time to time by the President or the board of directors. In case of the absence or inability to act of the President, the duties of his office shall, unless otherwise specified by these Bylaws, be performed by the Vice Presidents in the order of seniority or priority established by the board or by the President, unless and until the board shall otherwise direct, and, when so acting, the duly authorized Vice President shall have all the powers of, and be subject to the restrictions upon, the President.
Section 6. Secretary . The Secretary shall cause to be maintained minutes of all meetings of the board and of the shareholders and shall keep a record of all votes at such meetings. The Secretary shall give, or see to the giving of notice of all meetings of the shareholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the President.
Section 7. Treasurer . The Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the board, and shall cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board, and shall render to the President and the directors, whenever they may require it, an account of all transactions and of the financial condition of the corporation.
Section 8. Assistant Secretaries and Treasurers . There may be elected one or more Assistant Secretaries and Assistant Treasurers who may, in the absence, disability, or non-feasance of the Secretary or Treasurer, perform the duties and exercise the powers of such persons respectively.
Section 9. Other Officers . All other officers, as may from time to time be appointed by the board of directors pursuant to this Article, shall perform such duties and exercise such authority as the board of directors or the President shall prescribe.
Section 10. Absence of Officer . In the case of the absence of any officer, or for any other reason that the board may deem sufficient, the President or the board may delegate for the time being the powers or duties of such officer to any other officer or to any director.
 
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ARTICLE VII
SUBSIDIARIES AND DIVISIONS
Section 1. Divisional Officers . The board of directors or the President may, as they shall deem necessary, designate certain individuals as divisional officers. Any titles given to divisional officers may be withdrawn at any time, without cause, by the board of directors or the President. A divisional officer may, but need not be, a director or an executive officer of the corporation. All divisional officers shall perform such duties and exercise such authority as the board of directors or the President shall prescribe.
Section 2. Subsidiaries . The board of directors or the President may vote the shares of stock owned by the corporation in any subsidiary, whether wholly or partly owned by the corporation, in such manner as they may deem in the best interests of the corporation, including, without limitation, for the election of directors of any such subsidiary corporation, or for any amendments to the charter or bylaws of any such subsidiary corporation, or for the liquidation, merger, or sale of assets of any such subsidiary corporation. The board of directors or the President may cause to be elected to the board of directors of any such subsidiary corporation such persons as they shall designate, any of whom may, but need not be, directors, executive officers, or other employees or agents of the corporation. The board of directors or the President may instruct the directors of any such subsidiary corporation as to the manner in which they are to vote upon any issue properly coming before them as the directors of such subsidiary corporation, and such directors shall have no liability to the corporation as the result of any action taken in accordance with such instructions.
Section 3. Divisional and Subsidiary Officers Not Executive Officers . Divisional officers, and the officers of any subsidiary corporation, shall not, by virtue of holding such title and position, be deemed to be executive officers of the corporation, nor shall any such divisional officer or officer of a subsidiary corporation, unless he shall also be a director or executive officer of the corporation, be entitled to have access to any files, records or other information relating or pertaining to the corporation, its business and finances, or to attend or receive the minutes of any meetings of the board of directors or any committee of the corporation, except as and to the extent expressly authorized and permitted by the board of directors or the President.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 1. Form . Every holder of stock in the corporation shall be entitled have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board, the President, or a Vice President, and by the Treasurer, or an Assistant Treasurer, or the Secretary, or an Assistant Secretary, of the corporation, certifying the number of shares owned by him in the corporation. The certificate may, but need not, be sealed with the seal of the corporation, or a facsimile thereof.
 
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Section 2. Facsimile Signatures . Where a certificate is countersigned by a transfer agent or an assistant transfer agent, or registered by a registrar other than the corporation or its employee, the signatures of the officers may be facsimile. In case any officer who has signed, or whose facsimile signature has been placed upon a certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.
Section 3. Substituted Certificates . The officers may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation on account of the certificate alleged to have been lost or destroyed, or the issuance of such new certificate.
Section 4. Registered Owner . The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, and to have all of the other rights and responsibilities of the owner of such shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute.
ARTICLE IX
INDEMNIFICATION
Section 1. Indemnification Other Than in Actions by or in the Right of the Corporation . Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, or its shareholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or its shareholders, or, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.
 
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Section 2. Indemnification in Actions by or in the Right of the Corporation . Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, or its shareholders, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 3. Expenses . To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
Section 4. Authorization of Indemnification . Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel (who may be the regular counsel of the corporation) in a written opinion, or (3) by the shareholders.
Section 5. Advancing of Expenses . Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Sections 1 or 2 of this Article may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the manner provided in Section 3 upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.
Section 6. Indemnification Hereunder Not Exclusive . The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a party seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
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Section 7. Insurance . The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.
Section 8. Mergers . For the purposes of this Article, references to the “corporation” include all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee, or agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.
ARTICLE X
GENERAL PROVISIONS
Section 1. Checks . All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
Section 2. Fiscal Year . The fiscal year of the corporation shall commence on the first day of October in each year and end on the following thirtieth day of September.
Section 3. Seal . The corporate seal, if any, shall have inscribed thereon the name of the corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 4. Dividends . Dividends upon the capital stock of the corporation subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Articles of Incorporation.
Section 5. Reserves . Before payment of any dividends, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
 
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ARTICLE XI
AMENDMENTS
Section 1. These Bylaws may be amended, altered, changed, added to, or repealed at any regular meeting of the shareholders or of the board of directors or at any special meeting of the shareholders or of the board of directors, provided, that any Bylaw adopted by the shareholders which expressly so states shall not be altered, amended, or repealed by the board of directors.
 
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Exhibit 5.1

	  		  	ATTORNEYS AT LAW
 
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
foley.com	
August 17, 2016
Manitowoc Foodservice, Inc.
2227 Welbilt Boulevard
New Port Richey, Florida 34655
Ladies and Gentlemen:
We have acted as counsel for Manitowoc Foodservice, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange (the “Exchange Offer”) the Company’s 9.500% Senior Notes due 2024 (the “Original Notes”), which were issued in transactions exempt from the registration requirements of the Securities Act, for an equal principal amount of the Company’s new 9.500% Senior Notes due 2024, which are subject to the Registration Statement (the “New Notes”). The New Notes will be jointly, severally, fully and unconditionally guaranteed (the “New Note Guarantees”) by each of the following direct or indirect wholly-owned subsidiaries of the Company: Appliance Scientific, Inc., a Delaware corporation; Berisford Property Development (USA) Ltd., a New York corporation; Charles Needham Industries Inc., a Texas corporation; Cleveland Range, LLC, a Delaware limited liability company; The Delfield Company LLC, a Delaware limited liability company; Enodis Corporation, a Delaware corporation; Enodis Group Holdings US, Inc., a Delaware corporation; Enodis Holdings, Inc., a Delaware corporation; Enodis Technology Center, Inc., a Delaware corporation; Frymaster L.L.C., a Louisiana limited liability company; Garland Commercial Industries LLC, a Delaware limited liability company; Kysor Business Trust, a Delaware trust; Kysor Holdings, Inc., a Delaware corporation; Kysor Industrial Corporation, a Michigan corporation; Kysor Industrial Corporation, a Nevada corporation; Kysor Nevada Holding Corp., a Nevada corporation; Landis Holdings LLC, a Delaware limited liability company; Manitowoc Equipment Works, Inc., a Nevada corporation; Manitowoc Foodservice Companies, LLC, a Wisconsin limited liability company; Manitowoc Foodservice Holding, Inc., a Wisconsin corporation; Manitowoc FP, Inc., a Nevada corporation; Manitowoc FSG International Holdings, Inc., a Nevada corporation; Manitowoc FSG Operations, LLC, a Nevada limited liability company; Manitowoc FSG U.S. Holding, LLC, a Delaware limited liability company; McCann’s Engineering & Manufacturing Co., LLC, a California limited liability company; MTW County Limited, a UK and Delaware limited liability company; Welbilt Corporation, a Delaware corporation; Welbilt Holding Company, a Delaware corporation; and Westran Corporation, a Michigan corporation (collectively, the “Guarantors”). The Original Notes were issued pursuant to an indenture (the “Original Indenture”), dated February 18, 2016, among the Company (as successor

BOSTON
BRUSSELS
CHICAGO
DETROIT	  	JACKSONVILLE
LOS ANGELES
MADISON
MIAMI	  	MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO	  	SAN DIEGO
SAN FRANCISCO
SHANGHAI
SILICON VALLEY	  	TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.	

Manitowoc Foodservice, Inc.
August 17, 2016
Page 2
 
by merger to MTW Foodservice Escrow Corp.), the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company assumed the obligations of MTW Foodservice Escrow Corp. under the indenture by entering into a supplemental indenture, dated March 3, 2016 (the “Supplemental Indenture”), in connection with the merger of MTW Foodservice Escrow Corp. with and into the Company. We refer to the Original Indenture, as amended and supplemented by the Supplemental Indenture, as the “Indenture.” The New Notes will be issued under and governed by the Indenture.
In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) the Company’s Amended and Restated Certificate of Incorporation and Bylaws; (c) each Guarantor’s Certificate or Articles of Incorporation, Organization or Formation, each as amended to date; (d) each Guarantor’s Bylaws or other governing document, each as amended to date; (e) the Indenture; (f) the forms of the New Notes and New Note Guarantees; and (g) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing and the matters set forth herein, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
1. The New Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
2. The New Note Guarantees, when the New Notes are duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Guarantors enforceable in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Manitowoc Foodservice, Inc.
August 17, 2016
Page 3
 
We are qualified to practice law in the States of Wisconsin, Texas, Michigan, California and New York and we do not purport to be experts on the law other than that of the States of Wisconsin, Texas, Michigan, California and New York, the Delaware General Corporation Law, and the federal laws of the United States of America. We express no opinion with respect to the laws of any jurisdiction other than the States of Wisconsin, Texas, Michigan, California and New York, the provisions of the Delaware General Corporation Law, and the federal laws of the United States of America.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,	
	
/s/ FOLEY & LARDNER LLP	
	
FOLEY & LARDNER LLP	

Exhibit 5.2

August 16, 2016
Manitowoc Foodservice, Inc.
2227 Welbilt Boulevard
New Port Richey, Florida 34655
Ladies and Gentlemen:
We have acted as special Nevada counsel for Manitowoc Foodservice, Inc., a Delaware corporation (the “ Company ”), and The Manitowoc Company, Inc. in connection with the preparation of a Registration Statement on Form S-4 (the “ Registration Statement ”), including the prospectus constituting a part thereof (the “ Prospectus ”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to an offer to exchange (the “ Exchange Offer ”) the Company’s 9.500% Senior Notes due 2024 (the “ Original Notes ”), which were issued in transactions exempt from the registration requirements of the Securities Act, for an equal principal amount of the Company’s new 9.500% Senior Notes due 2024, which are subject to the Registration Statement (the “ New Notes ”). The New Notes will be jointly, severally, fully and unconditionally guaranteed (the “ New Note Guarantees ”) by Kysor Industrial Corporation, a Nevada corporation, Kysor Nevada Holding Corp., a Nevada corporation, Manitowoc Equipment Works, Inc., a Nevada corporation, Manitowoc FP, Inc., a Nevada corporation, Manitowoc FSG International Holdings, Inc., a Nevada corporation, and Manitowoc FSG Operations, LLC, a Nevada limited liability company (collectively, the “ Nevada Guarantors ”), each of which are direct or indirect wholly-owned subsidiaries of the Company. The Original Notes were issued pursuant to an indenture (the “ Original Indenture ”), dated February 18, 2016, among the Company (as successor by merger to MTW Foodservice Escrow Corp.) and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”). The Company assumed the obligations of MTW Foodservice Escrow Corp. under the indenture by entering into a supplemental indenture, dated March 3, 2016 (the “ Supplemental Indenture ”), in connection with the merger of MTW Foodservice Escrow Corp. with and into the Company. We refer to the Original Indenture, as amended and supplemented by the Supplemental Indenture, as the “ Indenture .” The New Notes will be issued under and governed by the Indenture.
In connection with our opinion, we have examined: (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) each Nevada Guarantor’s Articles of Incorporation or Articles of Organization, each as amended or amended and restated to date (in each case certified to us by an officer or member of the Nevada Guarantors as being true and correct copes of same); (c) each Nevada Guarantor’s Bylaws, Operating Agreement, or other governing document, each as amended or amended and restated to date (in each case certified to us by an officer or member of the Nevada Guarantors as being true and correct copes of same); (d) a certificate of an officer or member of each of the Nevada Guarantors representing certain factual matters in connection with the approval, execution and
 
Holland & Hart LLP Attorneys at Law
Phone (775) 327-3000 Fax (775) 786-6179 www.hollandhart.com
5441 Kietzke Lane Second Floor Reno, NV 89511
Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.

			
	  	August 16, 2016
Page -2-	
 
delivery of the Indenture, which representations we have assumed the validity of and relied on; (e) the Indenture; (f) the forms of the New Notes and New Note Guarantees; and (g) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.
In making our examination, we have assumed that all signatures on documents examined by us are genuine, the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies, the legal capacity of all natural persons, and the accuracy and completeness of all other information provided to us by the Company and the Nevada Guarantors, as applicable, during the course of our investigations, on which we have relied in issuing the opinions expressed below. In addition, we have assumed that the persons identified to us as officers and directors or members of the Nevada Guarantors as of particular dates were actually serving in such capacities on such dates.
Based upon and subject to the foregoing and the matters set forth herein, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
1. The New Note Guarantees, when the New Notes are duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be duly authorized and legally issued.
We are qualified to practice law in the State of Nevada and we do not purport to be experts on the law other than that of the State of Nevada. We express no opinion with respect to the laws of any jurisdiction other than the State of Nevada.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Holland & Hart LLP

Exhibit 5.3
August 16, 2016
Manitowoc Foodservice, Inc.
2227 Welbilt Boulevard
New Port Richey, Florida 34655
Ladies and Gentlemen:
We have acted as special Louisiana counsel for Frymaster L.L.C., a Louisiana limited liability company (the “Louisiana Guarantor”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange (the “Exchange Offer”) the Company’s 9.500% Senior Notes due 2024 (the “Original Notes”), which were issued in transactions exempt from the registration requirements of the Securities Act, for an equal principal amount of the Company’s new 9.500% Senior Notes due 2024, which are subject to the Registration Statement (the “New Notes”). The New Notes will be jointly, severally, fully and unconditionally guaranteed (the “New Note Guaranty”) by the Louisiana Guarantor as a direct or indirect wholly-owned subsidiary of Manitowoc Foodservice, Inc., a Delaware corporation (the “Company”). The Original Notes were issued pursuant to an indenture (the “Original Indenture”), dated February 18, 2016, among the Company (as successor by merger to MTW Foodservice Escrow Corp.) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company assumed the obligations of MTW Foodservice Escrow Corp. under the indenture by entering into a supplemental indenture, dated March 3, 2016 (the “Supplemental Indenture”), in connection with the merger of MTW Foodservice Escrow Corp. with and into the Company. We refer to the Original Indenture, as amended and supplemented by the Supplemental Indenture, as the “Indenture.” The New Notes will be issued under and governed by the Indenture. The Indenture, the New Notes and the New Note Guaranty are, collectively, the “Transaction Documents”.
As special Louisiana counsel to the Louisiana Guarantor in connection with the proposed execution of the Transaction Documents, we have examined the Registration Statement. In such capacity, we have also examined originals or copies of the documents listed on Attachment A (the “Authority Documents”), the Transaction Documents, such other agreements and instruments and such other documents and certificates as we have deemed necessary as a basis for the opinions expressed below. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have, among other things, relied upon certificates of public officials and, as to various factual matters (but not as to legal conclusions), certificates of officers of the Louisiana Guarantor. In all instances, we believe our reliance on such certificates is reasonable.

Manitowoc Foodservice, Inc.
August 16, 2016
Page 2
 
The statutes and the policies, rules, and regulations duly promulgated by the governmental agencies (collectively “Law”) covered by the opinions expressed in this letter (the “Opinion Letter”) are limited to the Law of the State of Louisiana (the “State”), in each case as currently in effect. We express no opinion concerning the Law of any other jurisdiction, or the effect thereof. Further, and without limiting the foregoing provisions of this Paragraph or other limitations on coverage, our opinions in this Opinion Letter relate only to such Law of the State that we, in the exercise of customary professional diligence, would reasonably recognize as being directly applicable to any or all of the Louisiana Guarantor or the Transaction Documents.
In rendering this opinion, we have, with your permission, and without investigation, verification or inquiry, assumed that:
 
 	(a)	Each of the other parties to the Transaction Documents and the Authority Documents, other than the Louisiana Guarantor, are duly organized and validly existing under the laws of its jurisdiction of organization;	
 
 	(b)	Each of the parties to the Transaction Documents and the Authority Documents, other than the Louisiana Guarantor, has the necessary right, power, and authority to execute and deliver, and perform its obligations under, the Transaction Documents and the Authority Documents; the transactions therein contemplated have been duly authorized by all parties thereto, other than the Louisiana Guarantor; the Transaction Documents and the Authority Documents have been duly executed, delivered, and accepted by all parties thereto, other than the Louisiana Guarantor; and the Transaction Documents and the Authority Documents constitutes the legal, valid, and binding obligations of all parties thereto, other than Louisiana Guarantor;	
 
 	(c)	There is no oral or written agreement, understanding, course of dealing, or usage of trade that affects the rights and obligations of the parties set forth in the Transaction Documents or that would have an effect on the opinions expressed herein; there are no judgments, decrees, or orders that impair or limit the ability of the Louisiana Guarantor to enter into, execute, and deliver and perform, observe, and be bound by the Transaction Documents and the transactions contemplated therein (however, we have no knowledge of any such judgments, decrees, or orders); all material terms and conditions of the relevant transactions are correctly and completely reflected in the Transaction Documents; and there has been no waiver of any of the provisions of the Transaction Documents by conduct of the parties or otherwise;	
 
 	(d)	All natural persons who are signatories to the Transaction Documents or the other documents reviewed by us were legally competent at the time of execution; all signatures on the Transaction Documents and the other documents reviewed by us	

Manitowoc Foodservice, Inc.
August 16, 2016
Page 3
 
 	are genuine; the copies of all documents submitted to us are accurate and complete, each such document that is original is authentic, and each such document that is a copy conforms to an authentic original; and the documents executed and delivered by the parties are in substantially the same form as the forms of those documents that we have reviewed in rendering this opinion;	
 
 	(e)	All conditions precedent to the effectiveness of the Transaction Documents have been satisfied or waived; and	
 
 	(f)	The Louisiana Guarantor has received adequate consideration with respect to the execution and delivery of the Transaction Documents.	
Based upon and subject to the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
 
 	1.	Based solely on the Certificate of Status, the Louisiana Guarantor is validly existing and in good standing (to the extent applicable) under the laws of the State of Louisiana; and the Louisiana Guarantor has all requisite limited liability company power and authority necessary to own or hold its properties and to conduct the business in which it is engaged in the State.	
 
 	2.	The New Note Guaranty, when the New Notes are duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Louisiana Guarantor enforceable in accordance with their terms	
The foregoing opinions are subject to the following additional assumptions and qualifications:
A. When an opinion set forth herein is given “to the best of our knowledge” or any similar qualification, that knowledge is limited to the actual knowledge of the individual lawyers currently in our firm who have participated directly or indirectly in the matters on which we have been engaged by the Louisiana Guarantor in the course of our representation of the Louisiana Guarantor, without any special or additional investigation undertaken for the purposes of the opinion expressed except to obtain the certificate of the officers of Louisiana Guarantor.
B. Our opinion is limited by:
(i) Applicable bankruptcy, receivership, reorganization, insolvency, moratorium, fraudulent conveyance or transfer, and other laws and judicially developed doctrines relating to or affecting creditors’ or secured creditors’ rights and remedies generally; and
(ii) The requirement that the enforcing party act without breach of the peace, in a commercially reasonable manner and in good faith in exercising its rights under the Transaction Documents.

Manitowoc Foodservice, Inc.
August 16, 2016
Page 4
 
C. We have not examined the records of any court and our opinions are subject to matters that an examination of such records would reveal.
D. We express no opinion as to compliance by the Louisiana Guarantor with State Laws generally applicable to the conduct of its business or as to consents, approvals, or other actions by State regulatory authorities generally required for the conduct of its business.
E. We express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party to the Transaction Documents (other than the Louisiana Guarantor to the extent expressly set forth herein) with any state, federal or other laws or regulations applicable to it or (ii) the legal or regulatory status or the nature of the business of any party (other than the Louisiana Guarantor to the extent expressly set forth herein).
F. We express no opinion herein as to: (i) securities or blue sky laws or regulations; (ii) antitrust or unfair competition laws or regulations; (iii) zoning, land use, or subdivision laws or regulations; (iv) labor, ERISA, or other employee benefit laws or regulations; (v) tax, environmental, racketeering, or health and safety laws or regulations; (vi) local laws, regulations, or ordinances; or (vii) federal Law.
We are qualified to practice law in the State and we do not purport to be experts on the law other than that of the State. We express no opinion with respect to the Laws of any jurisdiction other than the State.
This Opinion Letter, and any other letter or document delivered by us in connection with the Transactions, and our professional responsibility thereunder, shall be governed and construed in accordance with the Laws of the State, without giving effect to any other Law which would require a law other than the Laws of the State to apply.
The opinions expressed in this letter are given as of the date hereof and we do not undertake to advise you of any events occurring subsequent to the date hereof that might affect any of the matters covered by any of such opinions.

Manitowoc Foodservice, Inc.
August 16, 2016
Page 5
 
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,	
	
M C G LINCHEY S TAFFORD	
	
/ S / M C G LINCHEY S TAFFORD	
RMG/grm
Attachment A – Authority Documents

Manitowoc Foodservice, Inc.
August 16, 2016
Page 6
 
ATTACHMENT A
AUTHORITY DOCUMENTS
 
1.	Certificate of Existence of Louisiana Guarantor issued by the Louisiana Secretary of State dated July 26, 2016.	
 
2.	Certified copies of the Articles of Organization of Louisiana and subsequent filings with the Louisiana Secretary of State issued on July 27, 2016.	
 
3.	Amended and Restated Operating Agreement and By-laws of Louisiana Guarantor dated August 13, 1999, as amended by Amendment No. 1 to Amended and Restated Operating Agreement and By-laws of Louisiana Guarantor dated April 26, 2001 and as supplemented by Assignment and Assumption Agreement dated September 29, 2006.	
 
4.	Unanimous Written Consent Action of the Board of Directors of Louisiana Guarantor dated August 15, 2016.	

EXHIBIT 12
Manitowoc Foodservice, Inc.
Statement of Computation of Ratio of Earnings to Fixed Charges
(in millions, except ratio data)

 	  	For the Six
Months Ended
June 30,	 	  	For the Year Ended December 31,	 	
 	  	2016	 	  	2015	 	  	2014	 	  	2013	 	  	2012	 	  	2011	 	
Earnings (loss) from continuing operations before income taxes	  	$	33.2	  	  	$	196.3	  	  	$	187.2	  	  	$	204.6	  	  	$	179.5	  	  	$	140.9	  	
Fixed charges	  	 	40.5	  	  	 	7.6	  	  	 	7.3	  	  	 	6.4	  	  	 	6.4	  	  	 	6.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total earnings available for fixed charges	  	 	73.7	  	  	 	203.9	  	  	 	194.5	  	  	 	211.0	  	  	 	185.9	  	  	 	147.5	  	
							
Fixed charges:	  				  				  				  				  				  				
Interest expense	  	 	35.5	  	  	 	1.4	  	  	 	1.3	  	  	 	1.0	  	  	 	1.0	  	  	 	1.4	  	
Amortization of deferred financing costs	  	 	1.9	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
Portion of rent deemed interest factor (1)	  	 	3.1	  	  	 	6.2	  	  	 	6.0	  	  	 	5.4	  	  	 	5.4	  	  	 	5.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total fixed charges	  	$	40.5	  	  	$	7.6	  	  	$	7.3	  	  	$	6.4	  	  	$	6.4	  	  	$	6.6	  	
							
Ratio of earnings to fixed charges	  	 	1.8	  	  	 	26.8	  	  	 	26.6	  	  	 	33	  	  	 	29	  	  	 	22.3	  	
Notes for explanations:
 
(1)	One third of all rent expense is deemed representative of the interest factor	

Exhibit 21
MANITOWOC FOODSERVICE, INC.
 
1.	Appliance Scientific, Inc. (Delaware)	
2.	Beleggingsmaatsch appli Interbu BV (Netherlands)	
3.	Berisford Holdings Ltd. (UK)	
4.	Berisford Property Development (USA) Ltd. (New York)	
5.	Boek-en Offsettdrukkerij Kuyte B.V. (Netherlands)	
6.	Charles Needham Industries Inc. (Texas)	
7.	Cleveland Range LLC (Delaware)	
8.	Cleveland Range Ltd. (Canada)	
9.	Convotherm Elecktrogerate GmbH (Germany)	
10.	Convotherm India Private Limited (India)	
11.	Enodis Corporation (Delaware)	
12.	Enodis Foodservice Equipment (Shanghai) Co. Ltd. (China)	
13.	Enodis Group Holdings US Inc. (Delaware)	
14.	Enodis Group Ltd. (UK)	
15.	Enodis Hanover (UK)	
16.	Enodis Holdings Inc. (Delaware)	
17.	Enodis Holdings Ltd. (UK)	
18.	Enodis Industrial Holdings Ltd. (UK)	
19.	Enodis International Ltd. (UK)	
20.	Enodis Investments Ltd. (UK)	
21.	Enodis Maple Leaf Ltd. (UK)	
22.	Enodis Nederland B.V. (Netherlands)	
23.	Enodis Oxford (UK)	
24.	Enodis Property Development Ltd. (UK)	
25.	Enodis Property Group Ltd. (UK)	
26.	Enodis Regent (UK)	
27.	Enodis Strand Ltd. (UK)	
28.	Enodis Technology Center, Inc. (Delaware)	
29.	Fabristeel (M) Sdn Bhd (Malaysia)	
30.	Fabristeel Private Limited (Singapore)	
31.	Fo Shan Manitowoc Foodservice Co. Ltd. (China)	
32.	Frymaster LLC (Louisanna)	
33.	Garland Commercial Industries LLC (Delaware)	
34.	Garland Commerical Ranges Ltd. (Canada)	
35.	Glenluce Ltd. (Isle of Man)	
36.	H. Tieskens Beheer B.V. (Netherlands)	
37.	H. Tieskens Exploitative B.V. (Netherlands)	
38.	Inducs (Switzerland)	
39.	Kysor Business Trust (Delaware)	
40.	Kysor Holdings, Inc. (Delaware)	
41.	Kysor Industrial Corporation (Michigan)	
42.	Kysor Industrial Corporation (Nevada)	
43.	Kysor Nevada Holding Corporation (Nevada)	
44.	Landis Holding LLC (f/k/a Jackson MSC LLC) (Delaware)	
45.	Manitowoc (China) Foodservice Co. Ltd. (China)	
46.	Manitowoc Beverage Systems Ltd. (UK)	
47.	Manitowoc Cayman Islands Funding Ltd. (Cayman Islands)	

Exhibit 21
 
48.	Manitowoc Deutschland GmbH (Germany)	
49.	Manitowoc Equipment Works, Inc. (Nevada)	
50.	Manitowoc Foodservice (Luxembourg) S.a.r.l. (Luxembourg)	
51.	Manitowoc Foodservice Asia Pacific Private Limited (Singapore)	
52.	Manitowoc Foodservice Companies, LLC (Wisconsin)	
53.	Manitowoc Foodservice Germany Holding GmbH (Germany)	
54.	Manitowoc Foodservice Holding, Inc. (Wisconsin)	
55.	Manitowoc Foodservice Iberia SAU (Spain)	
56.	Manitowoc Foodservice India Private Limited (India)	
57.	Manitowoc Foodservice M.E. FZE (UAE)	
58.	Manitowoc Foodservice UK Holding Limited (UK)	
59.	Manitowoc Foodservice UK Limited (UK)	
60.	Manitowoc FP, Inc. (Nevada)	
61.	Manitowoc FSG Holding, LLC (Delaware)	
62.	Manitowoc FSG International Holdings, Inc. (Nevada)	
63.	Manitowoc FSG Manufactura Mexico, S. De R.L. De C.V. (Mexico)	
64.	Manitowoc FSG Mexico, SRL de C.V. (Mexico)	
65.	Manitowoc FSG Operations, LLC. (Nevada)	
66.	Manitowoc FSG U.S. Holding, LLC (Delaware)	
67.	Manitowoc FSG UK Limited (UK)	
68.	Manitowoc TJ, SRL de C.V. (Mexico)	
69.	Manston Ltd. (BVI) (UK)	
70.	McCann’s Engineering & Manufacturing Co., LLC (CA)	
71.	Merrychef Limited (UK)	
72.	MTW County Limited (UK)	
73.	Shanghai Fabristeel Foodservice International Trade Co. Ltd. (China)	
74.	Shanghai Manitowoc International Trading Co. Ltd. (China)	
75.	The Delfield Company LLC, The (Delaware)	
76.	TRUpour Ltd. (Ireland)	
77.	Welbilt Corporation (Delaware)	
78.	Welbilt Holding Company (Delaware)	
79.	Welbilt Manufacturing (Thailand) Ltd. (Thailand)	
80.	Westran Corporation (Michigan)	

Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4 of Manitowoc Foodservice, Inc. of our report dated March 30, 2016, except for Note 26 to the combined financial statements, as to which the date is August 15, 2016, relating to the financial statements and financial statement schedule, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Milwaukee, WI
August 15, 2016

Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Cynthia M. Egnotovich
hereby constitute and appoint Hubertus M. Muehlhaeuser, John O. Stewart and Maurice D. Jones, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Manitowoc Foodservice, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $425,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company pursuant to the private placements of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
WITNESS my hand this 1 st day of March, 2016.

/s/ Cynthia M. Egnotovich	
Cynthia M. Egnotovich	
 
1

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Dino Bianco
hereby constitute and appoint Hubertus M. Muehlhaeuser, John O. Stewart and Maurice D. Jones, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Manitowoc Foodservice, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $425,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company pursuant to the private placements of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
WITNESS my hand this 28 th day of February, 2016.

/s/ Dino Bianco	
Dino Bianco	

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Joan K. Chow
hereby constitute and appoint Hubertus M. Muehlhaeuser, John O. Stewart and Maurice D. Jones, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Manitowoc Foodservice, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $425,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company pursuant to the private placements of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
WITNESS my hand this 2 nd day of March, 2016.

/s/ Joan K. Chow	
Joan K. Chow	

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Thomas D. Davis
hereby constitute and appoint Hubertus M. Muehlhaeuser, John O. Stewart and Maurice D. Jones, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Manitowoc Foodservice, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $425,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company pursuant to the private placements of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
WITNESS my hand this 28 th day of February, 2016.

/s/ Thomas D. Davis	
Thomas D. Davis	

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Timothy J. Fenton
hereby constitute and appoint Hubertus M. Muehlhaeuser, John O. Stewart and Maurice D. Jones, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Manitowoc Foodservice, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $425,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company pursuant to the private placements of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
WITNESS my hand this 29 th day of February, 2016.

/s/ Timothy J. Fenton	
Timothy J. Fenton	

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, That I
Andrew Langham
hereby constitute and appoint Hubertus M. Muehlhaeuser, John O. Stewart and Maurice D. Jones, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Manitowoc Foodservice, Inc. (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $425,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company pursuant to the private placements of such debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
WITNESS my hand this 2 nd day of March, 2016.

/s/ Andrew Langham	
Andrew Langham	

Exhibit 25

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 
¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)	

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

 
			
A National Banking Association	 	94-1347393	
(Jurisdiction of incorporation or
organization if not a U.S. national bank)	 	(I.R.S. Employer
Identification No.)	

101 North Phillips Avenue	 		
Sioux Falls, South Dakota	 	57104	
(Address of principal executive offices)	 	(Zip code)	
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17 th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

MANITOWOC FOODSERVICE, INC.
(Exact name of obligor as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

			
Delaware	 	47-4625716	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	

2227 Welbilt Boulevard	 		
New Port Richey, Florida	 	34655	
(Address of principal executive offices)	 	(Zip code)	

9.500% Senior Notes due 2024
(Title of the indenture securities)

 

 
 
TABLE OF ADDITIONAL REGISTRANTS(1)

Exact Name of
Registrant
as Specified in Its
Charter	  	State or Other
Jurisdiction of
Incorporation	  	I.R.S. Employer
Identification
Number	 	
Appliance Scientific, Inc.	  	Delaware	  	 	75-2864607	  	
Berisford Property Development (USA) Ltd.	  	New York	  	 	13-3437269	  	
Charles Needham Industries Inc.	  	Texas	  	 	38-2765757	  	
Cleveland Range, LLC	  	Delaware	  	 	34-1612187	  	
The Delfield Company LLC	  	Delaware	  	 	38-2985152	  	
Enodis Corporation	  	Delaware	  	 	11-1767288	  	
Enodis Group Holdings US, Inc.	  	Delaware	  	 	36-3635892	  	
Enodis Holdings, Inc.	  	Delaware	  	 	57-1239904	  	
Enodis Technology Center, Inc.	  	Delaware	  	 	59-2658642	  	
Frymaster L.L.C.	  	Louisiana	  	 	72-1405142	  	
Garland Commercial Industries LLC	  	Delaware	  	 	11-2313525	  	
Kysor Business Trust	  	Delaware	  	 	38-6683555	  	
Kysor Holdings, Inc.	  	Delaware	  	 	59-3723455	  	
Kysor Industrial Corporation	  	Michigan	  	 	38-1909000	  	
Kysor Industrial Corporation	  	Nevada	  	 	38-2097806	  	
Kysor Nevada Holding Corp.	  	Nevada	  	 	37-1577028	  	
Landis Holdings LLC	  	Delaware	  	 	41-1782351	  	
Manitowoc Equipment Works, Inc.	  	Nevada	  	 	39-1775032	  	
Manitowoc Foodservice Companies, LLC	  	Wisconsin	  	 	88-0369684	  	
Manitowoc Foodservice Holding, Inc.	  	Wisconsin	  	 	81-0859611	  	
Manitowoc FP, Inc.	  	Nevada	  	 	88-0369687	  	
Manitowoc FSG International Holdings, Inc.	  	Nevada	  	 	36-3075225	  	
Manitowoc FSG Operations, LLC	  	Nevada	  	 	39-1987754	  	
Manitowoc FSG U.S. Holding, LLC	  	Delaware	  	 	36-4593091	  	
McCann’s Engineering & Manufacturing Co., LLC	  	California	  	 	90-0276022	  	
MTW County Limited	  	UK and Delaware	  	 	98-0580379	  	
Welbilt Corporation	  	Delaware	  	 	59-3722267	  	
Welbilt Holding Company	  	Delaware	  	 	51-0305085	  	
Westran Corporation	  	Michigan	  	 	38-1160960	  	

(1)	The address and telephone number of the principal executive offices for each additional registrant is 2227 Welbilt Boulevard, New Port Richey, Florida 34655, (727) 375-7010.	

 
Item 1. General Information. Furnish the following information as to the trustee:
 
 	(a)	Name and address of each examining or supervising authority to which it is subject.	
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
 
 	(b)	Whether it is authorized to exercise corporate trust powers.	
The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*
Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
 
*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.	

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 15th day of August, 2016.

WELLS FARGO BANK, NATIONAL ASSOCIATION	
	
/s/ Raymond Delli Colli	
Raymond Delli Colli	
Vice President	

EXHIBIT 6
August 15, 2016
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,	
	
WELLS FARGO BANK, NATIONAL ASSOCIATION	
	
/s/ Raymond Delli Colli	
Raymond Delli Colli	
Vice President	

Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2016, filed in accordance with 12 U.S.C. §161 for National Banks.

  	  	 	 	  	Dollar Amounts	 	
 	  	 	 	  	In Millions	 	
ASSETS	  				  				
Cash and balances due from depository institutions:	  				  				
Noninterest-bearing balances and currency and coin	  				  	$	17,096	  	
Interest-bearing balances	  				  	 	249,869	  	
Securities:	  				  				
Held-to-maturity securities	  				  	 	79,348	  	
Available-for-sale securities	  				  	 	236,036	  	
Federal funds sold and securities purchased under agreements to resell:	  				  				
Federal funds sold in domestic offices	  				  	 	88	  	
Securities purchased under agreements to resell	  				  	 	21,788	  	
Loans and lease financing receivables:	  				  				
Loans and leases held for sale	  				  	 	13,154	  	
Loans and leases, net of unearned income	  	 	905,478	  	  				
LESS: Allowance for loan and lease losses	  	 	10,504	  	  				
Loans and leases, net of unearned income and allowance	  				  	 	894,974	  	
Trading Assets	  				  	 	37,241	  	
Premises and fixed assets (including capitalized leases)	  				  	 	7,767	  	
Other real estate owned	  				  	 	1,205	  	
Investments in unconsolidated subsidiaries and associated companies	  				  	 	10,083	  	
Direct and indirect investments in real estate ventures	  				  	 	0	  	
Intangible assets	  				  				
Goodwill	  				  	 	23,004	  	
Other intangible assets	  				  	 	16,667	  	
Other assets	  				  	 	59,465	  	
	  				  	 	 	 	
Total assets	  				  	$	1,667,785	  	

LIABILITIES	  				  				
Deposits:	  				  				
In domestic offices	  				  	$	1,139,478	  	
Noninterest-bearing	  	 	348,335	  	  				
Interest-bearing	  	 	791,143	  	  				
In foreign offices, Edge and Agreement subsidiaries, and IBFs	  				  	 	145,961	  	
Noninterest-bearing	  	 	959	  	  				
Interest-bearing	  	 	145,002	  	  				
Federal funds purchased and securities sold under agreements to repurchase:	  				  				
Federal funds purchased in domestic offices	  				  	 	6,268	  	
Securities sold under agreements to repurchase	  				  	 	20,054	  	

							
 	  	 	  	Dollar Amounts	 	
 	  	 	  	In Millions	 	
			
Trading liabilities	  	             	  	 	25,900	  	
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	  		  	 	130,425	  	
Subordinated notes and debentures	  		  	 	14,780	  	
Other liabilities	  		  	 	30,233	  	
	  		  	 	 	 	
Total liabilities	  		  	$	1,513,099	  	
			
EQUITY CAPITAL	  		  				
Perpetual preferred stock and related surplus	  		  	 	0	  	
Common stock	  		  	 	519	  	
Surplus (exclude all surplus related to preferred stock)	  		  	 	106,704	  	
Retained earnings	  		  	 	43,436	  	
Accumulated other comprehensive income	  		  	 	3,626	  	
Other equity capital components	  		  	 	0	  	
	  		  	 	 	 	
Total bank equity capital	  		  	 	154,285	  	
Noncontrolling (minority) interests in consolidated subsidiaries	  		  	 	401	  	

Total equity capital	  		  	 	154,686	  	
	  		  	 	 	 	
Total liabilities, and equity capital	  		  	$	1,667,785	  	
	  		  	 	 	 	
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry	
Sr. EVP & CFO	
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	  	Directors	
James Quigley	  		
Enrique Hernandez, Jr	  		

Exhibit 99.1
LETTER OF TRANSMITTAL
MANITOWOC FOODSERVICE, INC.
Exchange Offer for
9.500% Senior Notes due 2024
Pursuant to the Prospectus dated                     , 2016
 
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON                      , 2016, UNLESS EXTENDED (THE “EXPIRATION DATE”).
The Exchange Agent for the Exchange Offer is Wells Fargo Bank, National Association.

By Facsimile Transmission : 
(For Eligible Institutions Only)
(612) 667-6282
Attention: Bondholder Communications
 
For Information or Confirmation by Telephone :
(800) 344-5128
Attention: Bondholder Communications	  	By Registered or Certified Mail :
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402	
		
By Regular Mail or Overnight Courier :
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402	  	In Person By Hand Only :
Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402	
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated                     , 2016 (the “Prospectus”), of Manitowoc Foodservice, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company named therein, and this Letter of Transmittal (the “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange $425,000,000 aggregate principal amount of its 9.500% Senior Notes due 2024 (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 9.500% Senior Notes due 2024 (the “Original Notes”), which were issued and resold pursuant to exemptions under the Securities Act.
For each Original Note accepted for exchange, the Holder of such Original Note will receive a New Note having a principal amount equal to that of the surrendered Original Note. The New Notes will bear interest from the most recent date to which interest has been paid on the Original Notes or, if no interest has been paid on the Original Notes, from February 18, 2016. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accrued from the most recent date to which interest has been paid or, if no interest has been paid, from February 18, 2016. However, if that record date occurs prior to completion of the Exchange Offer, then the interest payable on the first interest payment date following the completion of the Exchange Offer will be paid to

the registered Holders of the Original Notes on that record date. Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer and will be cancelled. Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.
This Letter is to be completed by a Holder of Original Notes either if (1) certificates are to be forwarded herewith or (2) tenders are to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and the Company may enforce this Letter against such participant.
As used in this Letter, the term “Holder” with respect to the Exchange Offer means any person in whose name Original Notes are registered on the books of the Company or, with respect to interests in global notes held by DTC, any DTC participant listed in an official DTC proxy. The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.
 
- 2 -

List below the Original Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES TENDERED	
Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank)	 	Certificate
Number(s)*	 	Aggregate
Principal Amount
of Original Notes	 	Principal Amount
Tendered**	

 	 	 	 	 	 	 	

 	 	Total	 	 	 	 	
 	*	 	Do not complete if Original Notes are being tendered by book-entry transfer.	 	
 	**	 	A holder will be deemed to have tendered ALL Original Notes unless a lesser amount is specified in this column. See Instruction 2. Original Notes tendered hereby must be in denominations of principal amount of $2,000 and in integral multiples of $1,000 in excess thereof. See Instruction 1.	 	
 
¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:	

Name of Tendering Institution	 	 	

Account Number	 	 	 		 	 
Transaction Code Number	 	 	
 
¨	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:	

Name(s) of Registered Holder(s)	 	 	
		
Window Ticket Number (if any)	 	 	

Date of Execution of Notice of Guaranteed Delivery	 	 	

Name of Institution Which Guaranteed Delivery	 	 	

If Delivered by Book-Entry Transfer, Complete the Following:	 		

Account Number	 	 	 		 	Transaction Code Number	 	 	
 
¨	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.	

Name:	  	 	

Address:	  	 	
 
- 3 -

NOTE:    SIGNATURES MUST BE PROVIDED BELOW PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated on page 3 of this Letter. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes, and to acquire the New Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that: (1) any New Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (2) neither the Holder of such Original Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such New Notes, and (3) neither the Holder of such Original Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.
The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Holders are not broker-dealers, such New Notes are acquired in the ordinary course of such Holders’ business and such Holders have no arrangement or understanding with any person to participate in the distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, then the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes. If any Holder is an affiliate of the Company, or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of the staff of the SEC, (ii) is not entitled and will not be permitted to tender Original Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes
tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the
 
- 4 -

undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes Tendered.”
The undersigned, by completing the box entitled “Description of Original Notes Tendered” on page 3 of this Letter and signing this Letter, will be deemed to have tendered the Original Notes as set forth in such box on page 3 of this Letter.
 
- 5 -

					
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)	
 
To be completed ONLY if Original Notes not exchanged and/or New Notes are to be issued in the name of someone other than the undersigned, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.
 	
Issue:	 	¨	  	New Notes	
	 	¨	  	Original Notes	
			
Name(s)  	 	 	  	 	
(Please Type or Print)

		
Address	 	 	

Taxpayer Identification or Social Security No.

¨   Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility Account Number, if applicable)

					
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)	
 
To be completed ONLY if Original Notes not exchanged and/or New Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than shown in the box entitled “Description of Original Notes Tendered” on this Letter.

 	
Mail:	 	¨	  	New Notes	
	 	¨	  	Original Notes	
			
Name(s)  	 	 	  	 	
(Please Type or Print)

		
Address	 	 	

 

 

 

 
- 6 -

ALL TENDERING HOLDERS PLEASE SIGN HERE
(Complete Accompanying IRS Form W-9)

x	 	 	 		 	 	 	, 2016	
	 		 		 	Date	 		
x	 	 	 		 	 	 	, 2016	
	 		 		 	Date	 		

Area Code and Telephone Number	 	 	 		 		 		
This Letter must be signed by the registered holder(s) or DTC participant(s) exactly as the name(s) appear(s) on the Original Notes or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 3.

		
Name(s): 	 	 	
	
(Please Type or Print)	

Capacity (full title): 	 	 	

	 		

Address: 	 	 	

			
		
Taxpayer Identification or Social Security No.: 	 	 	
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed
			
By an Eligible Institution: 	 	 	
(Authorized Signature)	

Name and Title: 	 	 	

Name of Firm: 	 	 	
Dated:                                    , 2016
IMPORTANT: This Letter (or a facsimile hereof), together with the certificates for Original Notes or a Book-Entry Confirmation and all other required documents or The Notice of Guaranteed Delivery, must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
 
- 7 -

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
 
1.	Delivery of this Letter and Original Notes; Guaranteed Delivery Procedures.	
This Letter is to be completed by Holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus. Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of principal amount of $2,000 and in integral multiples of $1,000 in excess thereof.
Holders who tender their Original Notes by delivering an Agent’s Message do not need to submit this Letter.
Holders whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Original Notes and the amount of Original Notes tendered stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the Expiration Date, the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the Expiration Date.
The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering Holders, and the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If delivery is by mail, registered mail, properly insured, with return receipt requested, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
See “The Exchange Offer” section of the Prospectus.
 
2.	Partial Tenders (not applicable to Holders who tender by book-entry transfer).	
If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of the Original Notes to be tendered in the box above entitled “Description of Original Notes Tendered—Principal Amount Tendered.” A reissued certificate representing the balance of non-tendered Original Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter promptly after the Expiration Date. All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
 
- 8 -

3.	Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.	
If this Letter is signed by the registered Holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If this Letter is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Original Notes.
If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.
If any tendered Original Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of Original Notes.
When this Letter is signed by the registered Holder(s) of the Original Notes specified herein and tendered hereby, no endorsements of the tendered Original Notes or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered Holder, then endorsements of any Original Notes transmitted hereby or separate bond powers are required. Signatures on the Original Notes or bond power must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered Holder(s) of any Original Notes specified herein, such Original Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder or Holders appear(s) on the Original Notes (or security position listing) and signatures on the Original Notes or bond power must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, must submit proper evidence satisfactory to the Company of their authority to so act.
Endorsements on Original Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an “Eligible Institution”).
Signatures on this Letter need not be guaranteed by an Eligible Institution if the Original Notes are tendered: (i) by a registered Holder of Original Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the Owner of such Original Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.
 
4.	Special Issuance and Delivery Instructions.	
Tendering Holders of Original Notes should indicate in the applicable box on page 6 of this Letter the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such note Holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter.
 
- 9 -

5.	Taxpayer Identification Number.	
Federal income tax law generally requires that a tendering Holder whose Original Notes are accepted for exchange must provide the Company (as payor) with such Holder’s correct Taxpayer Identification Number (“TIN”) on the enclosed Internal Revenue Service (“IRS”) Form W-9, which in the case of a tendering Holder who is an individual, is his or her social security number. If the Company is not provided the current TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the IRS. In addition, the Exchange Agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering Holder of New Notes. If withholding results in an overpayment of taxes, a refund may be obtained.
Exempt Holders of Original Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt holders, other than foreign individuals, should furnish their TIN, write “Exempt” on the face of the IRS Form W-9 and sign, date and return the form to the Exchange Agent. See the instructions to the enclosed IRS Form W-9 (the “W-9 Guidelines”) for additional instructions. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8 Certificate of Foreign Status.
To prevent backup withholding, each tendering Holder of Original Notes must provide its correct TIN by completing the enclosed IRS Form W-9, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. If the Original Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. Failure to provide the information on the form may subject the Holder to 28% federal income tax backup withholding on all reportable payments to the Holder. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, apply for a TIN and write “applied for” in lieu of its TIN in Part 1 of the IRS Form W-9. Writing “applied for” on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If “applied for” is written in Part 1 of the IRS Form W-9 and the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent will withhold 28% of all reportable payments to the Holder thereafter until a TIN is provided to the Exchange Agent.
 
6.	Transfer Taxes.	
The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter.
 
7.	No Conditional Tenders.	
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Original Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.
 
- 10 -

Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.
 
8.	Mutilated, Lost, Stolen or Destroyed Original Notes.	
Any Holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This Letter and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.
 
9.	Withdrawal Rights.	
Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address on page 1 of this Letter prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Original Notes to be withdrawn (the “Depositor”), (ii) identify the Original Notes to be withdrawn (including certificate number or numbers and the principal amount of such Original Notes), (iii) contain a statement that such Holder is withdrawing his election to have such Original Notes exchanged, (iv) be signed by the Holder in the same manner as the original signature on the Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Original Notes register the transfer of such Original Notes in the name of the person withdrawing the tender and (v) specify the name in which such Original Notes are registered, if different from that of the Depositor. If Original Notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes and otherwise comply with the procedures of such facility.
All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus, such Original Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Original Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.
 
10.	Irregularities.	
The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Original Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Original Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Original Notes either before or after the Expiration Date (including the
 
- 11 -

Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Original Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give such notification.
 
11.	Requests for Assistance or Additional Copies.	
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter, the Notice of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated on page 1 of this Letter.
 
- 12 -

Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
9.500% SENIOR NOTES DUE 2024
OF
MANITOWOC FOODSERVICE, INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the exchange offer of Manitowoc Foodservice, Inc., a Delaware corporation (the “Company”) made pursuant to the Prospectus dated                 , 2016 (the “Prospectus”) if certificates for the outstanding 9.500% Senior Notes due 2024 of the Company (the “Original Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wells Fargo Bank, National Association, as exchange agent (the “Exchange Agent”), prior to 5:00 p.m., New York City time, on                 , 2016 (the “Expiration Date”). This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, overnight courier, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the exchange offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
The Exchange Agent for the exchange offer is Wells Fargo Bank, National Association.

By Facsimile Transmission :
(For Eligible Institutions Only)
(612) 667-6282
Attention: Bondholder Communications
 
For Information or Confirmation by Telephone :
(800) 344-5128
Attention: Bondholder Communications	  	By Registered or Certified Mail :
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402	
		
By Regular Mail or Overnight Courier :
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402	  	In Person By Hand Only :
Wells Fargo Bank, N.A.
Corporate Trust Services
MAC N9300-070
600 South Fourth Street
Minneapolis, MN 55402	
DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, THE SIGNATURE GUARANTEED MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Original Notes of the series set forth below pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

 	 		 	 	
Total Principal Amount of Original Notes
    Tendered:*	 		 	If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.	
			
$                                                           	 		 	Account Number                                                           	
			
Certificate Nos. (if available)	 		 		

			
 	 		 	 	
*	Must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.	
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
PLEASE SIGN HERE

x 	 	 	  	                                                                             	
			
x 	 	 	  	                                                                             	
	 	Signature(s) of Owner(s) or Authorized Signatory	  	Date	
	
Area Code and Telephone Number(s):                                                                               	
Must be signed by the registered holder(s) of Original Notes as their name(s) appear(s) on the Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please provide the following information.
Please print name(s) and address(es)

Name(s):	  	 	

 	  	 	

Capacity:	  	 	

Address(es):	  	 	

 	  	 	

Telephone Number:	  	 	
 
-2-

GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution” including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an “Eligible Institution”), hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.

					
 
Name of Firm	 		 	 
                                                                                      
Authorized Signature	
 
Address	 		 	                                                                                      
Title	
 
Zip Code
 	 		 	Name:                                                                             
(Please Type or Print)

Telephone Number	 		 	Dated:                                                                            

NOTE:	DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.	
 
-3-

Exhibit 99.3
INSTRUCTIONS
Instructions to Registered Holder and/or DTC Participant
from Beneficial Owner
of
Manitowoc Foodservice, Inc. 9.500% Senior Notes due 2024
 
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON                     , 2016, UNLESS THE OFFER IS EXTENDED.
To Registered Holder and/or Depository Trust Company Participant:
The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2016 (the “Prospectus”) of Manitowoc Foodservice, Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company named therein and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange $425,000,000 aggregate principal amount of its 9.500% Senior Notes due 2024 (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 9.500% Senior Notes due 2024 (the “Original Notes”), which were issued and resold pursuant to exemptions under the Securities Act. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or Depository Trust Company Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.
The aggregate principal amount of Original Notes held by you for the account of the undersigned is (fill in amount) :
$              of the outstanding 9.500% Senior Notes due 2024.
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box) :
 
¨	TO TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Original Notes to be tendered, if less than all) :	
$              of the outstanding 9.500% Senior Notes due 2024.
 
¨	NOT TO TENDER any Original Notes held by you for the account of the undersigned.	
If the undersigned instructs you to tender Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the undersigned is not an “affiliate” of the Company, (ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Notes to be received in the Exchange Offer, and (iv) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of Beneficial Owner(s) 	 	 	

Signature(s) 	 	 	

Name(s) (please print) 	 	 	

Address 	 	 	

			
		
Telephone Number 	 	 	

Taxpayer Identification or Social Security No. 	 	 	

Date 	 	 	
 
-2-

Exhibit 99.4

 
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)

 		 	
Form      W-9
(Rev. December 2014)
Department of the Treasury
Internal Revenue Service	 	Request for Taxpayer
Identification Number and Certification	 	Give Form to the
requester. Do not
send to the IRS.	
																													
Print or type
See
Specific Instructions
on page 2.
 	 	1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
 	 	  	 	  	 	  	 	  	 	  	 	  	
	 	2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:	 	 	 	 	 	4 Exemptions (codes apply only to
certain entities, not individuals; see
instructions on page 3):
 
Exempt payee code (if any)                 
 
Exemption from FATCA reporting
code (if any)                                       
 
(Applies to accounts maintained outside the U.S.)
 	
	 	¨   	 	lndividual/sole proprietor or
single-member LLC	 	¨	 	 C Corporation	 	¨	 	 S Corporation	 	¨	 	 Partnership	 	¨	 	 Trust/estate	 	 	 	 	 		
	 	 
¨  Limited liability company. Enter the tax classification  (C=C corporation, S=S corporation, P=partnership)   u                       
 
Note . For a single-member LLC that is disregarded, do not check LLC; check the appropriate box In the line above for the
tax classification of the single-member owner.
 
¨ Other (see instructions)   u

5 Address (number, street, and apt. or suite no.)
 	 	  	 	    Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)

			
Part I	  	Taxpayer Identification Number (TIN)	

 
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
 
Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.	 		 		 		 		 		 		 		 		 		
	 	Social security number	
	 	 	 	 	 	–	 	 	 	–	 	 	 	 	 	 	 	 	
	 	or	
	 	Employer identification number	
	 	 	 	–	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
			
Part II	  	Certification	
Under penalties of perjury, I certify that:
 
1.	 	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and	
 
2.	 	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and	
 
3.	 	I am a U.S. citizen or other U.S. person (defined below); and	
 
4.	 	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.	
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign
Here	  	Signature of
U.S. person   u	    	Date   u	
 
General instructions
 
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments . Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.
I f you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding ? on page 2.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and
4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

 
					
 	 	Cat. No. 10231X	 	Form W-9 (Rev. 12-2014)	

Form W-9 (Rev. 12-2014)	Page  2	

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are;
 
•	 	An individual who is a U.S. citizen or U.S. resident alien;	
 
•	 	A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;	
 
•	 	An estate (other than a foreign estate); or	
 
•	 	A domestic trust (as defined in Regulations section 301.7701-7).	
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.
In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of nat income from the partnership conducting a trade or business in the United States:
 
•	 	In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;	
 
•	 	In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and	
 
•	 	In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.	
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the term of the treaty article.
Example . Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.
Also see Special rules for partnerships above.
What is FATCA reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.
Updating your information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.
If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.
a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.
Note. ITIN applicant : Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.
b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.
c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.
d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.
e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014)	Page  3	

Line 2
If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.
Line 3
Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.
Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “individual/sole proprietor or single-member LLC.”
Line 4, Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.
Exempt payee code.
 
•	 	Generally, individuals (including sole proprietors) are not exempt from backup withholding.	
 
•	 	Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.	
 
•	 	Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.	
 
•	 	Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.	
The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.
1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)
2—The United States or any of its agencies or instrumentalities
3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities
4—A foreign government or any of its political subdivisions, agencies, or instrumentalities
5—A corporation
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession
7—A futures commission merchant registered with the Commodity Futures Trading Commission
8—A real estate investment trust
9—An entity registered at all times during the tax year under the Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or custodian
13—A trust exempt from tax under section 664 or described in section 4947
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for...	 	THEN the payment is exempt for...	
Interest and dividend payments	 	All exempt payees except for 7	
Broker transactions	 	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.	
Barter exchange transactions and patronage dividends	 	Exempt payees 1 through 4	
Payments over $600 required to be reported and direct sales over $5,000 1	 	Generally, exempt payees 1 through 5 2	
Payments made in settlement of payment card or third party network transactions	 	Exempt payees 1 through 4	
1 See Form 1099-MISC, Miscellaneous Income, and its instructions.
2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding; medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.
Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form If you are uncertain If the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701 (a)(37)
B—The United States or any of its agencies or instrumentalities
C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities
D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1 (c)(1)(i)
F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G—A real estate investment trust
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I—A common trust fund as defined in section 584(a)
J—A bank as defined in section 581
K—A broker
L—A trust exempt from tax under section 664 or described in section 4947(a)(1)
M—A tax exempt trust under a section 403(b) plan or section 457(g) plan
Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.
Line 5
Enter your address (number, street, and apartment or suite number. This is where the requester of this Form W-9 will mail your information returns.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer Identification number (ITIN). Enter It In the social security number box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity separate from Its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately, To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov . You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign end date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 12-2014)	Page  4	

Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items I, 4, or 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required). in the case of a disregarded entity, the person identified on line 1 must sign. Exempt payee, see Exempt payee code earlier.
Signature requirements . Complete the certification as indicated in items 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983 . You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983 . You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions . You must sign the certification. You may cross out item 2 of the certification.
4. Other payments . You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions . You must give your correct TIN, but you do not have to sign the certification.
What name and number to give the requester

For this type of account:	  	Give name and SSN of:	
1.     Individual	  	The individual	
2.     Two or more individuals (Joint account)	  	The actual owner of the account or, if combined funds, the first individual on the account 1	
3.     Custodian account of a minor (Uniform Gift to Minors Act)	  	The minor 2	
4.     a. The usual revocable savings trust (grantor is also trustee)
b.So-called trust account that is not a legal or valid trust under state law	  	The grantor-trustee 1
The actual owner 1	
5.     Sole proprietorship or disregarded entity owned by an individual	  	The owner 3	
6.     Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	  	The grantor*	
For this type of account:	  	Give name and EIN of:
 	
7.     Disregarded entity not owned by an individual	  	The owner	
8.     A valid trust, estate, or pension trust	  	Legal entity 4	
9.     Corporation or LLC electing corporate status on Form 8832 or Form 2553	  	The corporation	
10.   Association, club, religious, charitable, educational, or other tax­exempt organization	  	The organization	
11.   Partnership or multi-member LLC	  	The partnership	
12.   A broker or registered nominee	  	The broker or nominee	
13.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	  	The public entity	
14.   Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	  	The trust	

1  	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.	
 
2  	Circle the minor’s name and furnish the minor’s SSN.	
 
3  	You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.	
 
4  	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.	
 
*	Note . Grantor also must provide a Form W-9 to trustee of trust.	
Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Secure your tax records from identity theft
Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
 
•	 	Protect your SSN,	
 
•	 	Ensure your employer is protecting your SSN, and	
 
•	 	Be careful when choosing a tax preparer.	
If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS identity Theft Hotline at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.
Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes . Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov . You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).
Visit IRS.gov to learn more about Identity theft and how to reduce your risk.

Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.