Employee Benefit Plans

The company maintains three defined contribution retirement plans for its employees: (1) The Manitowoc Company, Inc. 401(k) Retirement Plan (the “Manitowoc 401(k) Retirement Plan”); (2) The Manitowoc Company, Inc. Retirement Savings Plan (the “Manitowoc Retirement Savings Plan”); and (3) The Manitowoc Company, Inc. Deferred Compensation Plan (the “Manitowoc Deferred Compensation Plan”). Each plan results in individual participant balances that reflect a combination of amounts contributed by the company 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.

Manitowoc 401(k) Retirement Plan The Manitowoc 401(k) Retirement Plan is a tax-qualified retirement plan that is available to substantially all non-union U.S. employees of Manitowoc, 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 Manitowoc 401(k) Retirement Plan on December 31, 2009.

The Manitowoc 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”). The company also has the right to make the following additional contributions: (1) a matching contribution based upon individual employee deferrals; (2) an economic value added (“EVA”) based company contribution; and (3) an additional non-EVA-based company contribution. Each participant in the Manitowoc 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 company stock, that portion of the Manitowoc 401(k) Retirement Plan is an employee stock ownership plan, as defined under the Tax Code (an “ESOP”).

The terms governing the retirement benefits under the Manitowoc 401(k) Retirement Plan are the same for the company’s executive officers as they are for other eligible employees in the U.S.

Manitowoc Retirement Savings Plan The Manitowoc Retirement Savings Plan is a tax-qualified retirement plan that is available to certain collectively bargained U.S. employees of Manitowoc, its subsidiaries and related entities. The company merged the following plans with and into the Manitowoc 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 Manitowoc Retirement Savings Plan allows employees to make both pre- and post-tax elective deferrals, subject to certain limitations under the Tax Code. The company 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 Manitowoc 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 company stock, that portion of the Manitowoc Retirement Savings Plan is an ESOP.

The company’s executives are not eligible to participate in the Manitowoc Retirement Savings Plan. Company contributions to the plans are based upon formulas contained in the plans. Total costs incurred under these plans were $6.2 million, $4.1 million and $4.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Manitowoc Deferred Compensation Plan The Manitowoc 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, the company merged the Enodis Corporation Supplemental Executive Retirement Plan, another defined contribution deferred compensation plan, with and into the Manitowoc Deferred Compensation Plan. The company maintains the Manitowoc 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 Manitowoc 401(k) Retirement Plan. The Manitowoc Deferred Compensation Plan also assists the company in retaining those key employees and directors.

The Manitowoc 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 Manitowoc Deferred Compensation Plan utilizes a rabbi trust to hold assets intended to satisfy the company’s corresponding future benefit obligations. Each participant in the Manitowoc 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 Manitowoc 401(k) Retirement Plan, including company stock. Participants do not receive preferential or above-market rates of return under the Manitowoc Deferred Compensation Plan.

Plan participants are able to direct deferrals and company matching contributions into two separate investment programs, Program A and Program B.

The investment assets in Program A and B are held in two separate Deferred Compensation Plans, which restrict the company’s use and access to the funds, but which are also subject to the claims of the company’s general creditors in rabbi trusts. Program A invests solely in the company’s stock; dividends paid on the company’s stock are automatically reinvested; and all distributions must be made in company stock. Program B offers a variety of investment options but does not include company stock as an investment option. All distributions from Program B must be made in cash. Participants cannot transfer assets between programs.

Program A is accounted for as a plan that does not permit diversification. As a result, the company stock held by Program A is classified in equity in a manner similar to accounting for treasury stock. The deferred compensation obligation is classified as an equity instrument. Changes in the fair value of the company’s stock and the compensation obligation are not recognized. The asset and obligation for Program A were both $2.2 million at December 31, 2013 and $2.2 million at December 31, 2012. These amounts are offset in the Consolidated Statements of Stockholders’ Equity and Comprehensive Income.

Program B is accounted for as a plan that permits diversification. As a result, the assets held by Program B are classified as an asset in the Consolidated Balance Sheets and changes in the fair value of the assets are recognized in earnings. The deferred compensation obligation is classified as a liability in the Consolidated Balance Sheets and adjusted, with a charge or credit to compensation cost, to reflect changes in the fair value of the obligation. The assets, which are included in other non-current assets, and obligation, which are included in other non-current liabilities, were both $15.4 million at December 31, 2013 and $13.0 million at December 31, 2012. There was no net impact on the Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011.

Pension, Postretirement Health and Other Benefit Plans The company provides certain pension, health care and death benefits for eligible retirees and their dependents. The pension benefits are funded, while the health care and death benefits are not funded but are paid as incurred. Eligibility for coverage is based on meeting certain years of service and retirement qualifications. These benefits may be subject to deductibles, co-payment provisions, and other limitations. The company has reserved the right to modify these benefits. As of December 31, 2010, all of the remaining United States defined benefit plans were merged into a single plan: the Manitowoc U.S. Pension Plan. All merged plans had benefit accruals frozen prior to merger of plan.

The components of period benefit costs for the years ended December 31, 2013, 2012 and 2011 are as follows:



	US Pension Plans									Non-US Pension Plans									Postretirement Health and Other
(in millions)	2013			2012			2011			2013			2012			2011			2013			2012			2011
Service cost - benefits earned during the year	$	—		$	—		$	—		$	2.4		$	2.2		$	1.8		$	0.6		$	0.8		$	0.8
Interest cost of projected benefit obligation	9.6			10.2			10.4			9.8			10.2			11.0			2.0			2.8			3.4
Expected return on assets	(10.2		)	(10.2		)	(9.5		)	(7.4		)	(8.2		)	(9.3		)	—			—			—
Amortization of prior service cost	—			—			—			0.1			0.1			0.1			(0.1		)	—			—
Amortization of actuarial net loss	3.5			2.9			1.6			1.9			0.8			0.4			—			0.4			0.3
Curtailment gain recognized	—			—			—			—			—			—			(0.8		)	—			—
Settlement gain recognized	—			—			—			—			(1.6		)	—			—			—			—
Net periodic benefit cost	$	2.9		$	2.9		$	2.5		$	6.8		$	3.5		$	4.0		$	1.7		$	4.0		$	4.5
Weighted average assumptions:
Discount rate	4.1		%	4.6		%	5.4		%	4.0		%	4.7		%	5.3		%	3.5		%	4.6		%	5.4		%
Expected return on plan assets	5.8		%	6.0		%	6.0		%	3.9		%	4.5		%	5.4		%	N/A			N/A			N/A
Rate of compensation increase	N/A			N/A			N/A			3.8		%	3.7		%	4.2		%	3.0		%	3.0		%	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, the company considered the historical returns and future expectations for returns in each asset class, as well as targeted asset allocation percentages within the pension portfolio.

The following is a reconciliation of the changes in benefit obligation, the changes in plan assets, and the funded status as of December 31, 2013 and 2012:



	US Pension Plans						Non-US Pension Plans						Postretirement Health and Other
(in millions)	2013			2012			2013			2012			2013			2012
Change in Benefit Obligation
Benefit obligation, beginning of year	$	241.4		$	226.1		$	255.0		$	221.0		$	57.5		$	63.9
Service cost	—			—			2.4			2.2			0.6			0.8
Interest cost	9.6			10.2			9.8			10.2			2.0			2.8
Participant contributions	—			—			0.1			0.1			2.6			2.7
Medicare subsidies received	—			—			—			—			0.4			0.6
Plan curtailments	—			—			—			—			(0.7		)	(0.4		)
Plan settlements	—			—			(0.1		)	(0.7		)	—			—
Plan amendments	—			—			—			—			(0.4		)	(0.2		)
Net transfer out	—			—			(0.3		)	(0.6		)	—			—
Actuarial (gain) loss	(19.4		)	14.8			3.9			27.4			(7.2		)	(6.9		)
Currency translation adjustment	—			—			4.6			6.8			(0.2		)	0.1
Benefits paid	(17.9		)	(9.7		)	(12.2		)	(11.4		)	(6.1		)	(5.9		)
Benefit obligation, end of year	$	213.7		$	241.4		$	263.2		$	255.0		$	48.5		$	57.5
Change in Plan Assets
Fair value of plan assets, beginning of year	$	180.6		$	174.5		$	199.5		$	182.0		$	—		$	—
Actual return on plan assets	(1.3		)	14.6			16.5			19.1			—			—
Employer contributions	1.2			1.2			4.2			5.2			3.1			2.6
Participant contributions	—			—			0.1			0.1			2.6			2.7
Medicare subsidies received	—			—			—			—			0.4			0.6
Plan settlements	—			—			(0.1		)	(0.7		)	—			—
Currency translation adjustment	—			—			3.5			5.8			—			—
Net transfer out	—			—			(0.4		)	(0.6		)	—			—
Benefits paid	(17.9		)	(9.7		)	(12.2		)	(11.4		)	(6.1		)	(5.9		)
Fair value of plan assets, end of year	162.6			180.6			211.1			199.5			—			—
Funded status	$	(51.1	)	$	(60.8	)	$	(52.1	)	$	(55.5	)	$	(48.5	)	$	(57.5	)
Amounts recognized in the Consolidated Balance sheet at December 31
Pension asset	$	—		$	—		$	0.3		$	0.3		$	—		$	—
Pension obligation	(51.1		)	(60.8		)	(52.4		)	(55.8		)	—			—
Postretirement health and other benefit obligations	—			—			—			—			(48.5		)	(57.5		)
Net amount recognized	$	(51.1	)	$	(60.8	)	$	(52.1	)	$	(55.5	)	$	(48.5	)	$	(57.5	)
Weighted-Average Assumptions
Discount rate	4.9		%	4.1		%	4.3		%	4.0		%	4.5		%	3.5		%
Expected return on plan assets	5.8		%	6.0		%	3.9		%	4.5		%	N/A			N/A

Amounts recognized in accumulated other comprehensive income as of December 31, 2013 and 2012, consist of the following:



	Pensions						Postretirement Health and Other
(in millions)	2013			2012			2013		2012
Net actuarial gain (loss)	$	(93.4	)	$	(111.3	)	$	4.6	$	(2.6	)
Prior service credit	(1.0		)	(1.0		)	0.3		0.2
Total amount recognized	$	(94.4	)	$	(112.3	)	$	4.9	$	(2.4	)

The amounts in accumulated other comprehensive income that are expected to be recognized as components of net periodic benefit cost during the next fiscal year are $4.5 million for the pension plan and income of $0.4 million for the postretirement health and other plans.

For measurement purposes, a 6.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2013. 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, 2013 retirement obligations and 2013 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 2014 pension cost			Estimated increase (decrease) in Projected Benefit Obligation for the year ended December 31, 2013			Estimated increase (decrease) in 2014 Other Postretirement Benefit costs			Estimated increase (decrease) in Other Postretirement Benefit Obligation for the year ended December 31, 2013
0.50% increase in discount rate	$	(1.6	)	$	(29.2	)	$	(0.1	)	$	(2.0	)
0.50% decrease in discount rate	1.8			30.9			(0.1		)	2.2
0.50% increase in long-term return on assets	(1.8		)	N/A			N/A			N/A
0.50% decrease in long-term return on assets	1.8			N/A			N/A			N/A
1% increase in medical trend rates	N/A			N/A			0.3			4.0
1% decrease in medical trend rates	N/A			N/A			(0.7		)	(3.5		)

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 U.S. pension plans at December 31, 2013 and 2012, by asset category are as follows:



	2013		2012
Equity	26.1	%	19.7	%
Fixed income	73.4	%	79.8	%
Other	0.5	%	0.5	%
	100.0	%	100.0	%

The weighted-average asset allocations of the Non U.S. pension plans at December 31, 2013 and 2012, by asset category are as follows:



	2013		2012
Equity	20.2	%	17.9	%
Fixed income	23.8	%	25.8	%
Other	56.0	%	56.3	%
	100.0	%	100.0	%

The Board of Directors has established the Retirement Plan Committee (the "Committee") to manage the operations and administration of all benefit plans and related trusts. The Committee is committed to diversification to reduce the risk of large losses. On a quarterly basis, the Committee reviews progress toward achieving the pension plans’ and individual managers’ performance objectives.

Investment Strategy The overall objective of our 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.

The company reviews its long-term, strategic asset allocations annually. The company 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. The company 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, 2013, and target allocations by asset class, are as follows:



	Target Allocations			Weighted Average Asset Allocations
	U.S. Plans		International Plans	U.S. Plans		International Plans
Equity Securities	25	%	0 - 20%	26.1	%	20.2	%
Debt Securities	75	%	0 - 100%	73.4	%	23.8	%
Other	—	%	0 - 100%	0.5	%	56.0	%

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, 2013 and 2012. 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, 2013
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	$	1.7	$	—	$	—	$	1.7
Insurance group annuity contracts	—		—		118.3		118.3
Common/collective trust funds — Government debt	—		3.0		—		3.0
Common/collective trust funds — Corporate and other non-government debt	—		49.6		—		49.6
Common/collective trust funds — Government, corporate and other non-government debt	—		111.6		—		111.6
Common/collective trust funds — Corporate equity	—		84.3		—		84.3
Common/collective trust funds — Customized strategy	—		5.2		—		5.2
Total	$	1.7	$	253.7	$	118.3	$	373.7



	December 31, 2012
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	$	2.1	$	—	$	—	$	2.1
Insurance group annuity contracts	—		—		111.1		111.1
Common/collective trust funds — Government debt	—		8.9		—		8.9
Common/collective trust funds — Corporate and other non-government debt	—		49.8		—		49.8
Common/collective trust funds — Government, corporate and other non-government debt	—		95.5		—		95.5
Common/collective trust funds — Corporate equity	—		71.4		—		71.4
Common/collective trust funds — Customized strategy	—		41.3		—		41.3
Total	$	2.1	$	266.9	$	111.1	$	380.1

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 (NAVs) 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)	2013			2012
Beginning Balance	$	111.1		$	102.4
Actual return on assets	12.1			12.2
Benefit payments	(6.8		)	(6.7		)
Foreign currency impact	1.9			3.2
Ending Balance	$	118.3		$	111.1

The expected 2014 contributions for the U.S. pension plans are as follows: the minimum contribution for 2014 is $4.1 million; and no planned discretionary or non-cash contributions. The expected 2014 contributions for the non-U.S. pension plans are as follows: the minimum contribution for 2014 is $4.6 million; and no planned discretionary or non-cash contributions. Expected company paid claims for the postretirement health and life insurance plans are $3.8 million for 2014. Projected benefit payments from the plans as of December 31, 2013 are estimated as follows:



(in millions)	U.S Pension Plans		Non-U.S. Pension Plans		Postretirement Health and Other
2014	$	11.7	$	11.7	$	3.8
2015	12.2		12.5		3.8
2016	12.7		13.3		4.0
2017	13.1		14.4		4.2
2018	13.6		15.2		4.4
2019 — 2023	71.8		86.4		20.4

The fair value of plan assets for which the accumulated benefit obligation is in excess of the plan assets as of December 31, 2013 and 2012 is as follows:



	U.S Pension Plans				Non U.S. Pension Plans
(in millions)	2013		2012		2013		2012
Projected benefit obligation	$	213.7	$	241.4	$	259.4	$	251.5
Accumulated benefit obligation	213.7		241.4		254.2		246.7
Fair value of plan assets	162.6		180.6		206.9		195.7

The accumulated benefit obligation for all U.S. pension plans as of December 31, 2013 and 2012 was $213.7 million and $241.4 million, respectively. The accumulated benefit obligation for all non-U.S. pension plans as of December 31, 2013 and 2012 was $256.7 million and $249.0 million, respectively.

The measurement date for all plans is December 31, 2013.

The company also maintains a target benefit plan for certain executive officers of the company. Expenses related to the plan in the amount of $2.9 million, $3.3 million and $3.0 million were recorded in 2013, 2012, and 2011, respectively. Amounts accrued as of December 31, 2013 and 2012 related to this plan were $24.8 million and $23.4 million, respectively.

The company, 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. The risks of participating in such plans are different from the risks of single-employer plans, in the following respects:


a)	Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.


b)	If a participating employer ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

If Manitowoc ceases to have an obligation to contribute to the multiemployer plan in which it had been a contributing employer, it may be required to pay to the plan an amount based on the underfunded status of the plan and on the history of Manitowoc’s participation in the plan prior to the cessation of its obligation to contribute. The amount that an employer that has ceased to have an obligation to contribute to a multiemployer plan is required to pay to the plan is referred to as a withdrawal liability.

In 2013, with the finalization of the reorganization and plant restructuring that affected the Lincoln Foodservice operation, the company was deemed to have effectively withdrawn its participation in the multiemployer defined benefit pension plan in 2013. This withdrawal obligation was previously recognized in our financial statements as part of the restructuring activities that were undertaken in connection with the 2008 acquisition of Enodis. The present value of the obligation is part of the restructuring accrual in our balance sheet. The withdrawal obligation ($15.8 million as of December 31, 2013) is payable in 48 quarterly installments of $0.5 million through April 2025. As of December 31, 2013 the company had paid two installments on this obligation.

The contributions by the company to the multiemployer plan for the years ended December 31, 2013, 2012 and 2011 are as follows:



(in millions)			Contributions by Manitowoc
Pension Fund	EIN / Pension Plan Number		2013		2012		2011
Sheet Metal Workers’ National Pension Fund	52-6112463 / 001		$	0.3	$	0.9	$	0.8
		Total Contributions	$	0.3	$	0.9	$	0.8