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 $1.9 million, $3.2 million and $6.1 million for the years ended December 31, 2016, 2015 and 2014, 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 $0.0 million at December 31, 2016 and $1.0 million at December 31, 2015. These amounts are offset in the Consolidated Statements of Equity.

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 $11.3 million at December 31, 2016 and $15.2 million at December 31, 2015. There was no net impact on the Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014.

Pension, Postretirement Medical 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 Manitowoc U.S. Pension Plan was split into the Manitowoc U.S. Pension Plan and the Manitowoc Foodservice Pension Plan as of December 31, 2015, and the plan obligations and assets associated with MFS were transferred to the MFS legal entity as of that date. For accounting purposes, the plan obligation, assets, and costs associated with the Manitowoc Foodservice Pension Plan are included in the results of operations of the Company until the Spin-Off date.

In addition to the Manitowoc U.S. Pension Plan, the Company also maintains defined benefit plans which are sponsored directly by the Company or its subsidiaries and offered only to employees or retires of specific subsidiaries (“Direct Plans”). The plan obligation, assets, and costs associated with Direct Plans related to MFS are presented as discontinued operations in the consolidated financial statements. As of December 31, 2015, the funded status of the MFS Direct Plans of $32.5 million was recognized in liabilities of discontinued operations. The tables below are inclusive of the plan obligation, assets, and cost associated with the MFS Direct Plans through the Spin-Off.

The components of period benefit costs for the years ended December 31, 2016, 2015 and 2014 are as follows:



	US Pension Plans									Non-US Pension Plans									Postretirement Health and Other
(in millions)	2016			2015			2014			2016			2015			2014			2016			2015			2014
Service cost - benefits earned during the year	$	—		$	—		$	—		$	1.7		$	2.6		$	2.4		$	0.3		$	0.4		$	0.4
Interest cost of projected benefit obligation	6.8			9.4			10.3			2.5			8.9			11.3			1.7			2.0			2.1
Expected return on assets	(5.7		)	(9.0		)	(9.5		)	(1.8		)	(7.4		)	(9.4		)	—			—			—
Amortization of prior service cost	—			—			—			0.1			0.1			0.1			—			—			(0.3		)
Amortization of actuarial net loss (gain)	3.6			5.1			2.9			1.0			2.3			1.5			—			0.1			(0.1		)
Curtailment gain recognized	—			—			—			—			—			—			—			—			—
Net periodic benefit cost	$	4.7		$	5.5		$	3.7		$	3.5		$	6.5		$	5.9		$	2.0		$	2.5		$	2.1
Weighted average assumptions:
Discount rate	4.5		%	4.1		%	4.9		%	2.9		%	3.3		%	4.3		%	4.2		%	3.7		%	4.5		%
Expected return on plan assets	5.5		%	5.8		%	6.0		%	4.0		%	3.6		%	4.5		%	N/A			N/A			N/A
Rate of compensation increase	N/A			N/A			N/A			2.4		%	3.9		%	4.3		%	N/A			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, 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, 2016 and 2015:



	US Pension Plans						Non-US Pension Plans						Postretirement Medical and Other
(in millions)	2016			2015			2016			2015			2016			2015
Change in Benefit Obligation
Benefit obligation, beginning of year	$	218.5		$	235.9		$	252.5		$	279.5		$	51.8		$	57.0
Distribution of MFS	(62.4		)	—			(170.4		)	—			(10.1		)	—
Service cost	—			—			1.7			2.6			0.3			0.4
Interest cost	6.8			9.4			2.5			8.9			1.7			2.0
Participant contributions	—			—			—			0.1			1.9			2.4
Medicare subsidies received	—			—			—			—			0.2			0.2
Plan settlements	—			—			—			—			—			—
Net transfer out	—			—			—			(0.3		)	—			—
Actuarial (gain) loss	0.9			(15.2		)	11.0			(9.7		)	1.8			(2.0		)
Currency translation adjustment	—			—			(9.9		)	(15.4		)	—			(0.2		)
Benefits paid	(8.2		)	(11.6		)	(4.6		)	(13.2		)	(6.0		)	(8.0		)
Benefit obligation, end of year	$	155.6		$	218.5		$	82.8		$	252.5		$	41.6		$	51.8
Change in Plan Assets
Fair value of plan assets, beginning of year	$	143.9		$	160.0		$	196.9		$	214.0		$	—		$	—
Distribution of MFS	(34.1		)	—			(147.8		)	—			—			—
Actual return on plan assets	6.4			(5.8		)	2.7			1.5			—			—
Employer contributions	0.6			1.3			2.2			5.1			3.9			5.4
Participant contributions	—			—			—			0.1			1.9			2.4
Medicare subsidies received	—			—			—			—			0.2			0.2
Currency translation adjustment	—			—			(7.6		)	(10.3		)	—			—
Net transfer out	—			—			—			(0.3		)	—			—
Benefits paid	(8.2		)	(11.6		)	(4.6		)	(13.2		)	(6.0		)	(8.0		)
Fair value of plan assets, end of year	108.6			143.9			41.8			196.9			—			—
Funded status	$	(47.0	)	$	(74.6	)	$	(41.0	)	$	(55.6	)	$	(41.6	)	$	(51.8	)
Amounts recognized in the Consolidated Balance sheet at December 31
Pension asset	$	—		$	—		$	—		$	—		$	—		$	—
Pension obligation	(47.0		)	(74.6		)	(41.0		)	(55.6		)	—			—
Postretirement medical and other benefit obligations	—			—			—			—			(41.6		)	(51.8		)
Net amount recognized	$	(47.0	)	$	(74.6	)	$	(41.0	)	$	(55.6	)	$	(41.6	)	$	(51.8	)
Weighted-Average Assumptions
Discount rate	4.2		%	4.5		%	2.1		%	3.5		%	3.8		%	4.1		%
Expected return on plan assets	5.5		%	5.8		%	4.0		%	3.6		%	N/A			N/A
Rate of compensation increase	N/A			N/A			2.4		%	3.9		%	N/A			1.5		%

The Company prepares its discount rates with advice from an independent third party. The Company uses different discount rates for each plan depending on the plan jurisdiction, the demographics of participants and the expected timing of benefit payments. For the qualified U.S. pension plan and postretirement medical plans, the Company uses a discount rate calculated based on an appropriate mix of high quality corporate bonds. For the non-U.S. pension and postretirement plans, the Company consistently uses the relevant country specific benchmark indices for determining the various discount rates.

Amounts recognized in accumulated other comprehensive income as of December 31, 2016 and 2015, consist of the following:



	Pensions						Postretirement Medical and Other
(in millions)	2016			2015			2016			2015
Net actuarial gain (loss)	$	(65.1	)	$	(113.5	)	$	(5.1	)	$	(3.8	)
Prior service credit	(0.6		)	(0.7		)	—			—
Total amount recognized	$	(65.7	)	$	(114.2	)	$	(5.1	)	$	(3.8	)

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 $4.8 million for the pension plan and $0.1 million for the postretirement medical and other plans.

For measurement purposes, a 6.2% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2016. The rate was assumed to decrease gradually to 4.5% until 2038 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, 2016 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 2017 pension cost			Estimated increase (decrease) in Projected Benefit Obligation for the year ended December 31, 2016			Estimated increase (decrease) in 2017 Other Postretirement Benefit costs			Estimated increase (decrease) in Other Postretirement Benefit Obligation for the year ended December 31, 2016
0.50% increase in discount rate	$	(0.8	)	$	(13.6	)	$	—		$	(1.5	)
0.50% decrease in discount rate	0.9			14.9			0.1			1.6
0.50% increase in long-term return on assets	(0.7		)	N/A			N/A			N/A
0.50% decrease in long-term return on assets	0.7			N/A			N/A			N/A
1% increase in medical trend rates	N/A			N/A			0.7			3.7
1% decrease in medical trend rates	N/A			N/A			(0.3		)	(3.3		)

It is reasonably possible that the estimate for future retirement and medical 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, 2016 and 2015, by asset category are as follows:



	2016		2015
Equity	25.0	%	24.5	%
Fixed income	74.4	%	74.8	%
Other	0.6	%	0.7	%
	100.0	%	100.0	%

The weighted-average asset allocations of the Non-U.S. pension plans at December 31, 2016 and 2015, by asset category are as follows:



	2016		2015
Equity	33.7	%	16.2	%
Fixed income	31.1	%	29.2	%
Other	35.2	%	54.6	%
	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 the Company's 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 monthly.

The actual allocations for the pension assets at December 31, 2016, 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 - 25%	25.0	%	33.7	%
Debt Securities	75	%	0 - 100%	74.4	%	31.1	%
Other	—	%	0 - 100%	0.6	%	35.2	%

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, 2016 and 2015. 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, 2016
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	$	0.9	$	—	$	—	$	0.9
Insurance group annuity contracts	—		—		14.5		14.5
Common/collective trust funds — Government debt	—		—		—		—
Common/collective trust funds — Corporate and other non-government debt	—		38.4		—		38.4
Common/collective trust funds — Government, corporate and other non-government debt	—		55.3		—		55.3
Common/collective trust funds — Corporate equity	—		41.3		—		41.3
Common/collective trust funds — Customized strategy	—		—		—		—
Total	$	0.9	$	135.0	$	14.5	$	150.4



	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	$	2.0	$	—	$	—	$	2.0
Insurance group annuity contracts	—		—		106.5		106.5
Common/collective trust funds — Government debt	—		—		—		—
Common/collective trust funds — Corporate and other non-government debt	—		60.6		—		60.6
Common/collective trust funds — Government, corporate and other non-government debt	—		98.7		—		98.7
Common/collective trust funds — Corporate equity	—		67.1		—		67.1
Common/collective trust funds — Customized strategy	—		5.9		—		5.9
Total	$	2.0	$	232.3	$	106.5	$	340.8

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)	2016			2015
Beginning Balance	$	106.5		$	117.7
Distribution of MFS	(89.9		)	—
Actual return on assets	2.0			1.0
Benefit payments	(1.4		)	(6.7		)
Foreign currency impact	(2.7		)	(5.5		)
Ending Balance	$	14.5		$	106.5

The expected 2017 contributions for the U.S. pension plans are as follows: the minimum contribution for 2017 is $4.7 million; and no planned discretionary or non-cash contributions. The expected 2017 contributions for the non-U.S. pension plans are as follows: the minimum contribution for 2017 is $1.4 million; and no planned discretionary or non-cash contributions. Expected Company paid claims for the postretirement medical and life insurance plans are $3.6 million for 2017. Projected benefit payments from the plans as of December 31, 2016 are estimated as follows:



(in millions)	U.S Pension Plans		Non-U.S. Pension Plans		Postretirement Health and Other
2017	$	9.4	$	2.8	$	3.6
2018	9.7		2.7		3.8
2019	9.9		3.1		3.8
2020	10.1		3.6		3.8
2021	10.1		3.6		3.8
2022 — 2026	50.1		20.0		15.6

The fair value of plan assets for which the accumulated benefit obligation is in excess of the plan assets as of December 31, 2016 and 2015 is as follows:



	U.S Pension Plans				Non U.S. Pension Plans
(in millions)	2016		2015		2016		2015
Projected benefit obligation	$	155.6	$	218.5	$	79.1	$	252.5
Accumulated benefit obligation	155.6		218.5		76.2		244.9
Fair value of plan assets	108.6		143.9		38.4		196.9

The accumulated benefit obligation for all U.S. pension plans as of December 31, 2016 and 2015 was $155.6 million and $218.5 million, respectively. The accumulated benefit obligation for all non-U.S. pension plans as of December 31, 2016 and 2015 was $76.2 million and $244.9 million, respectively.

The measurement date for all plans is December 31, 2016.

The Company also maintains a target benefit plan for certain executive officers of the Company. Expenses related to the plan in the amount of $3.2 million, $2.9 million and $2.4 million were recorded in 2016, 2015 and 2014, respectively. Amounts accrued as of December 31, 2016 and 2015 related to this plan were $21.4 million and $26.9 million, respectively.