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

FORM 11-K
 
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended December 31, 2018
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from __________ to __________
Commission File Number 1-11978

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:	
THE MANITOWOC COMPANY, INC. 401(k) RETIREMENT PLAN
B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:	
The Manitowoc Company, Inc.
11270 West Park Place
Suite 1000,
Milwaukee, WI 53224

 

 
REQUIRED INFORMATION
 
The following financial statement and schedules of The Manitowoc Company, Inc. 401(k) Retirement Plan, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Securities Act of 1974, as amended, are filed herewith.

 

2

 
 
The Manitowoc Company, Inc. 401(k) Retirement Plan
Milwaukee, Wisconsin
Financial Statements and Supplemental Schedule
Years Ended December 31, 2018 and 2017

 

 
3

The Manitowoc Company, Inc.
401(k) Retirement Plan
 
Financial Statements
Years Ended December 31, 2018 and 2017

 
Table of Contents
 
Report of Independent Registered Public Accounting Firm	 	1	
 	 	 	
Financial Statements	 	 	
 	 	 	
Statements of Net Assets Available for Benefits	 	2	
Statements of Changes in Net Assets Available for Benefits	 	3	
Notes to Financial Statements	 	4	
 	 	 	
Supplemental Schedule	 	 	
 	 	 	
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	 	19	

  

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm
 
Plan Administrator
The Manitowoc Company, Inc. 401(k) Retirement Plan
Manitowoc, Wisconsin
 
 Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Manitowoc Company, Inc. 401(k) Retirement Plan (the “Plan”) as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years ended December 31, 2018 and 2017, and the related notes and schedule (collectively referred to as the financial statements).  In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years ended December 31, 2018 and 2017, in conformity with accounting principles generally accepted in the United States.
 
Basis for Opinion
These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on the Plan’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
 We conducted our audits in accordance with standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or  fraud.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.    
 
Supplemental Information
The Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.  The supplemental information is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.  In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Wipfli LLP
We have served as the Plan’s auditor since 2003.
 
La Crosse, Wisconsin
June 27, 2019
 
1

 
Statements of Net Assets Available for Benefits
December 31, 2018 and 2017
  
 	2018	2017	
 	 	 	
Assets	 	 	
 	 	 	
Investments - Interest in The Manitowoc Company, Inc. Employees’	 	 	
Profit Sharing Trust	$208,043,569	$255,562,609	
 	 	 	
Receivables:	 	 	
Employer contributions	2,065,944	1,701,652	
Interest	38,127	31,334	
Notes receivable from participants	2,358,342	2,202,519	
 	 	 	
Total receivables	4,462,413	3,935,505	

Net assets available for benefits	$212,505,982	$259,498,114	

 
See accompanying notes to financial statements.

2

 
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2018 and 2017

 	 	2018	2017	
 	 	 	 	
Investment income (loss) - Interest in net appreciation (depreciation) in fair value of The Manitowoc Company, Inc. Employees’ Profit Sharing Trust	 	($32,294,023)	$40,185,800	
 	 	 	 	
Interest income on notes receivable from participants	 	110,698	98,263	
 	 	 	 	
Contributions:	 	 	 	
Employer	 	5,882,609	4,909,258	
Participant	 	7,451,361	6,330,999	
Rollover	 	187,202	114,110	
 	 	 	 	
Total contributions	 	13,521,172	11,354,367	
 	 	 	 	
Transfers from other plan	 	0	628,147	
 	 	 	 	
Deductions:	 	 	 	
Benefits paid to participants	 	28,046,461	35,355,894	
Plan administrative expenses	 	283,518	286,579	
 	 	 	 	
Total deductions	 	28,329,979	35,642,473	
 	 	 	 	
Net increase (decrease) in net assets available for benefits	 	(46,992,132)	16,624,104	
Net assets available for benefits at beginning	 	259,498,114	242,874,010	
 	 	 	 	
Net assets available for benefits at end of year	 	$212,505,982	$259,498,114	

See accompanying notes to financial statements.

3

 
Notes to Financial Statements

Note 1	Plan Description	
 
The following description of The Manitowoc Company, Inc. 401(k) Retirement Plan (the “Plan”) provides only general information.  Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.
 
General
 
The Plan is a defined contribution profit sharing plan covering substantially all salaried and nonunion hourly employees of participating companies of The Manitowoc Company, Inc. (the “Company”) who are scheduled to work at least 20 hours per week and have completed one hour of service.  Those who are not scheduled to work at least 20 hours per week are eligible to enter on the first day of the plan year upon completion of 1,000 hours of service within a 12-month period.  Participating companies include the Company and all subsidiaries and affiliates of the Company, as defined in the Plan.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).  The Company Retirement Plan Committee (the “Committee”) is responsible for oversight of the Plan.  The Committee determines the appropriateness of the Plan’s investment offerings, monitors investment performance, and reports to the Board of Directors.
 
Contributions
 
Employees are automatically entered into the Plan after eligibility, with a deferral of 5% of their compensation unless they affirmatively elect an alternative deferral amount or elect not to participate in the Plan.  Participants may elect to change this deferral to an alternative amount or elect 0% to 75% of eligible compensation up to a maximum contribution subject to limitations established by the Internal Revenue Service (IRS).  Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions.  The Plan allows direct rollovers from other qualified plans.  Rollovers are not matched.
 
The Company contributes matching contributions at the safe harbor match of 100% of the first 3% and 50% of the next 2% of contributed pay, which vest immediately.  The Company also may provide a discretionary profit sharing contribution.  In 2018 and 2017, the Company made a profit sharing contribution of $2,010,337 and $1,674,083, respectively. Total annual contributions to a participant’s account are limited to the lesser of 100% of the participant’s compensation for the year or the maximum contribution allowable under the IRS.

4

 
Notes to Financial Statements

Note 1	Plan Description (Continued)	
 
Participants’ Accounts
 
Each participant’s account is credited with the participant’s contributions, the Company’s contributions, and an allocation of plan earnings/losses, and is reduced for withdrawals and an allocation of investment expenses (based on account balances and participant investment elections).  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
Vesting
 
All employee contributions and associated earnings are immediately 100% vested. The Company matching contributions allocated in participants’ accounts prior to August 22, 2009 and after January 1, 2013, and associated earnings are also immediately 100% vested.  
 
The graduated vesting schedule applies to the Company non-safe harbor matching contributions that were allocated in participants’ accounts after August 22, 2009 and before January 1, 2013 and all discretionary profit sharing contribution, which vest at the rate of 20% per year, with participants becoming fully vested after five years of service.  
 
Participants who leave the Company because of normal retirement, disability, or death are considered to be 100% vested.
 
V oting Rights on Company Stock
 
Voting rights for all Participants who own Company Stock in their Account shall be determined in accordance with Code Section 409(e)(2). As provided under Code Section 409(e)(2), each Participant is entitled to direct the Trustee to vote all whole shares of Company Stock that are entitled to vote on any matter and, except as required under ERISA, the Trustee shall vote all such shares in accordance with those instructions. Votes representing fractional shares of stock shall be voted in the same ratio, and for and against each issue, as the applicable vote directed by Participants with respect to whole shares of stock. Shares of Company Stock owned by the Plan, but not voted by the Participant to whose Account such shares have been allocated shall be voted by the Trustee in its absolute discretion.

 

5

 
Notes to Financial Statements

Note 1	Plan Description (Continued)	
 
Notes Receivable From Participants
 
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance.  The notes are secured by the balance in the participant’s account and bear interest at prime
plus 1%.  Interest rates on existing loans as of December 31, 2018, range from 4.25% to 6.50%.  Notes are repaid through payroll deductions over a period not to exceed five years, except for the purchase of a primary residence.
 
Payment of Benefits
 
Plan benefits are available at normal retirement (age 65), disability retirement, death, and termination of employment with vested interests.  Benefits are payable in one lump sum, direct rollover, equal installments over a period of years, or an insurance company single premium nontransferable annuity contract.  In addition, hardship distributions out of the participant’s voluntary contributions account are permitted if certain criteria are met.  The Plan also allows for in-service distributions upon attaining age 59½.  Distributions may be made as soon as administratively feasible.
 
Forfeitures
 
At December 31, 2018 and 2017, forfeited non-vested accounts totaled $32,797 and $0, respectively.  These accounts will be used to reduce future employer contributions.  During 2018 and 2017, employer contributions were reduced by $11,385 and $46,265, respectively, from forfeited non-vested accounts.  Forfeitures can also be used to offset plan expenses.  During 2018 and 2017, forfeitures used to offset plan expenses were $11 and $95,881, respectively.
 
Transfers To/From Other Plan
 
Prior to 2018,  the Plan and the Company allowed participants to transfer account balances between another Company sponsored plan, when participants transferred to a new division or had job status changes (i.e., union versus nonunion). As of January 1, 2018, participants can transfer account balances only from another Company sponsored plan to this Plan.

 
 
6

 
Notes to Financial Statements

Note 2	Summary of Significant Accounting Policies	
 
Basis of Accounting
 
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (GAAP).
 
Use of Estimates
 
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.
 
Investment Valuation and Income Recognition
 
Investments are reported at fair value.  Fair value is 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.  The Plan’s Committee determines the Plan’s valuation policies utilizing information provided by its investment advisors and trustee.  See Note 4 for discussion of fair value measurements.
 
Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
 
Notes Receivable From Participants
 
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  No allowance for credit losses has been recorded at December 31, 2018 or 2017.  If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, and the participant has
reached a distributable event, the participant loan balance is reduced, and a benefit payment is recorded.

7

 
Notes to Financial Statements

Note 2	Summary of Significant Accounting Policies ( C ontinued)	
 
Administrative Expenses
 
Administrative expenses and audit fees incurred by the Plan are paid from the assets of the Plan  Fees related to administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses.  Investment-related expenses are paid directly from the assets of the Master Trust.
 
Subsequent Events
 
Subsequent events have been evaluated through the date the financial statements were issued.  
 
New Accounting Pronouncement
 
In February 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues Task Force).  ASU 2017-06 clarify clarifies presentation requirements for a plan’s interest in a master trust and require more detailed disclosures of the plan’s interest in the master trust.  ASU 2017-06 is effective for fiscal years beginning after December 15, 2018 with early adoption permitted and will be applied retrospectively to each period where financial statements are presented.  The adoption of this ASU will impact certain disclosures around the plans interest in the master trust.

8

 
Notes to Financial Statements

Note 3	Investments in the Master Trust	
 
The Plan’s investments are in the Master Trust which was established for the investment of assets of the Plan and other retirement plans sponsored by The Manitowoc Company, Inc.  Each participating retirement plan has an undivided interest in the Master Trust.  The assets of the Master Trust are held by BMO Harris Bank, N.A. (“BMO”).
 
The value of the Plan’s interest in the Master Trust is based on the beginning of year value of the Plan’s interest in the Master Trust plus actual contributions and allocated investment income (loss), actual distributions, and allocated administrative expenses.  At December 31, 2018 and 2017, the Plan’s interest in the net assets of the Master Trust was approximately 91% and 90%, respectively.  
 
 Trust and certain administrative expenses, and transfers in and out of the Master Trust, are specifically identified with the particular plan.  Investment income (loss) and certain administrative expenses relating to the Master Trust are allocated to the individual plans based on the ratio of the investment balances of the plans.

9

 
Notes to Financial Statements

Note 3	Investments in the Master Trust (Continued)	
Net assets held by the Master Trust at December 31, 2018 and 2017, are as follows:
 
 	 	2018	2017	
 	 	 	 	
Investments with fair value determined by quoted market price:	 	 	 	
Common/collective trust funds	 	$69,551,542	$100,647,897	
Mutual funds	 	158,984,721	182,931,876	
Total	 	228,536,263	283,579,773	
 
Cash	 	183,388	130,558	
 	 	 	 	
Net assets of the Master Trust	 	228,719,651	283,710,331	
 	 	 	 	
Less - Net assets allocated to The Manitowoc Company, Inc. Retirement Savings Plan	 	20,676,082	28,147,722	
 	 	 	 	
Net assets allocated to the Plan at fair value	 	$208,043,569	$255,562,609	
 
Investment income (loss) recognized by the Master Trust for the years ended December 31, 2018 and 2017 was allocated as follows:
 
 	2018	2017	
 	 	 	
Investment income (loss):	 	 	
Interest and dividends	$3,147,814	$2,837,882	
Net appreciation (depreciation) in fair value of investments	(39,105,731)	41,999,790	
 	 	 	
Less investment expenses of the Master Trust:	(74,482)	(82,049)	
 	 	 	
Total investment income (loss) of the Master Trust	(36,032,399)	44,755,623	
 	 	 	
Less - Investment income (loss) allocated to The Manitowoc Company, Inc. Retirement Savings Plan	(3,738,376)	4,569,823	
 	 	 	
Net investment income(loss) allocated to the Plan	($32,294,023)	$40,185,800	
 
10

 
Notes to Financial Statements

Note 3	Investments in the Master Trust (Continued)	
 
The following are the changes in net assets for the Master Trust for years ended December 31, 2018, and 2017:
 
 	2018	2017	
 
Interest and dividends	 
 	 
$ 3,147,814	 
$ 2,837,882	
Net appreciation (depreciation) in fair value of investments	 	(39,105,731)	41,999,790	
 	Net investment income (loss)	 	(35,957,917)	44,837,672	
 	 	 	 	 	
Master Trust expenses	 	(74,482)	(82,049)	
 	 	 	 	 	
Net transfers	 	(18,958,281)	(48,331,005)	
 	Decrease in assets	 	(54,990,680)	(3,575,382)	
 	 	 	 	 	
Net Assets	 	 	 	
 	Beginning of Year	 	$ 283,710,331	$ 287,285,713	
 	End of Year	 	$ 228,719,651	$ 283,710,331	

11

 
Notes to Financial Statements

Note 4	Fair Value Measurement	
 
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under Financial Accounting Standards Board Accounting Standards Codification 820 are described as follows:
 
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for iden tical assets or liabilities in active markets that the Plan has the ability to access.
 
Level 2 Inputs to the valuation methodology include:
 
 	•	Quoted prices for similar assets or liabilities in active markets.	
 
 	•	Quoted prices for identical or similar assets or liabilities in inactive markets.	
 
 	•	Inputs other than quoted prices that are observable for the asset or liability.	
 
 	•	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.	
 
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
 
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

12

 
Notes to Financial Statements

Note 4	Fair Value Measurements (Continued)	
 
Following is a description of the valuation methodologies used for assets measured at fair value.  There have been no changes in methodologies used at December 31, 2018 and 2017.
 
Mutual funds:   Valued at the quoted net asset value (“NAV”) of shares held by the plan at year-end.  The NAV is a quoted price in an active market.
 
Common/collective trust funds:   Valued at the net asset value (“NAV”) of units held by the Plan at year-end, provided by the administrator of the fund.  The NAV is based on the value of the underlying assets of the fund, minus its liabilities, and then divided by the number of units outstanding.  The NAV’s unit price is quoted on a private market that is not active; however, the unit price is based on underlying investments which are traded on an active market.  
 
The following tables set forth by level, within the fair value hierarchy, the Master Trust’s assets at fair value as of December 31, 2018, and 2017:
 
 	Fair Value Measurements at December 31, 2018
 	
 	(Level 1)
 	  (Level 2)
 	(Level 3)
 	Total
 	
Total mutual funds	$158,984,721	$0	$0	$158,984,721	
 
Investments measured	 	 	 	 	
  at net asset value (a)	0	0	0	69,551,542	
 	 	 	 	 	
Total assets at fair value	$158,984,721	$0	$0	$228,536,263	

  	Fair Value Measurements at December 31, 2017	
 	(Level 1)	  (Level 2)	(Level 3)	Total	
 
Total mutual funds	$182,931,876	$0	$0	$182,931,876	
 
Investments measured	 	 	 	 	
  at net asset value (a)	0	0	0	100,647,897	
 	 	 	 	 	
Total assets at fair value	$182,931,876	$0	$0	$283,579,773	
		
13

 
Notes to Financial Statements

Note 4	Fair Value Measurements (Continued)	
 
 	(a)	In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or equivalent) have not been classified in the fair value hierarchy.  The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.	
 
Note 5	Net Asset Value Per Share	
 
The following tables set forth additional disclosures of the Master Trust’s investments whose fair value is estimated using net asset value per share as of December 31, 2018, and 2017:
 
 	Fair Value Estimated Using Net Asset Value	
 	per Share as of December 31, 2018	
Investment	Fair Value	Unfunded Commitment	Redemption Frequency	Other Redemption Restrictions	Redemption Notice Period	

Manitowoc Company, Inc. Common Stock Fund (a)	$11,124,982	0	Daily	Written or telephone notice	1 day	
 	 	 	 	 	 	
Welbilt Stock Fund - FBO Cranes(a)	$10,242,291	0	Daily	Written or telephone notice	1 day	
 	 	 	 	 	 	
Goldman Sachs Stable Value Fund (c)	$48,184,269	0	Daily	Written or telephone notice	1 day	
 
 	Fair Value Estimated Using Net Asset Value	
 	per Share as of December 31, 2017	
Investment	Fair Value	Unfunded Commitment	Redemption Frequency	Other Redemption Restrictions	Redemption Notice Period	

Manitowoc Company, Inc. Common Stock Fund (a)	$23,248,408	0	Daily	Written or telephone notice	1 day	
 	 	 	 	 	 	
Welbilt Stock Fund - FBO Cranes (a)	$26,356,316	0	Daily	Written or telephone notice	1 day	
 	 	 	 	 	 	
MTW Stable Value Fund (b)	$51,043,173	0	Daily	Written or telephone notice	1 day	
 
14

 
Notes to Financial Statements

Note 5	Net Asset Value Per Share (Continued)	
 
 	(a)	This is a single stock portfolio that tracks the performance of The Manitowoc Company, Inc. common stock, or Welbilt Company common stock.  	
 
The prices of the stocks can fluctuate from day to day or month to month and is designed for individuals who invest for the long term and can tolerate short-term volatility. 
 	(b)	 The objective of this investment is to seek safety of the principal and consistency of return while attempting to maintain minimal volatility.	
 
 	(c)	The objective of this investment is to earn income, while seeking to preserve capital and stability of principal.	

 
 
Note 6	Party-in-Interest Transactions	
 
Transactions involving The Manitowoc Company, Inc. common stock and notes receivable from participants are considered party-in-interest transactions.  These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of ERISA regulations.
 
Certain plan investments are common/collective trust funds and a money market fund, managed by BMO.  BMO is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.  There were no fees paid by the Plan to the trustee directly for administrative expenses.  The Plan paid fees directly to Morgan Stanley Global Banking for investment advisory services in the amount of $40,000 for 2018 and $24,489 for 2017.  The Plan paid recordkeeping fees to OneAmerica in the amount of $203,401 for 2018 and $206,879 for 2017 and audit fees to Wipfli LLP in the amount of $12,075 and $11,950 for the plan years ended December 31, 2018 and 2017, respectively. The Plan paid administrative fees to Willis of Illinois  in the amount of $28,042 for 2018 and $43,261 for 2017.
 
15

 
Notes to Financial Statements

Note 7	Plan Termination	
 
The employer intends to continue the Plan indefinitely; however, the employer reserves the right to terminate the Plan at any time.  In the event of termination, all amounts credited to participants’ accounts shall become 100% vested and distributed to participants in accordance with the Plan’s provisions.

Note 8	 Tax-Exempt Status of the Plan	
 
On June 13, 2017, the IRS declared that the Plan is qualified pursuant to Section 401 of the IRC.  Plan management believes any amendments and events since the effective date of the last IRS determination letter do not affect the qualified status of the Plan.  Accordingly, the Plan is exempt from federal and state income taxes under current provisions of their respective laws.

Note 9	Reconciliation of Financial Statements to Form 5500	
 
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2018 and 2017, to Form 5500:
 
 	 	2018	2017	
 	 	 	 	
Net assets available for benefits per the financial statements	 	$212,505,982	$259,498,114	
Deemed distributions on defaulted loans	 	(16,866)	(16,866)	
Pending distributions	 	(157,020)	(79,703)	
 	 	 	 	
Net assets available for benefits per Form 5500	 	$212,332,096	$259,401,545	

 
16

 
Notes to Financial Statements

Note 9	Reconciliation of Financial Statements to Form 5500 (Continued)	
 
The following is a reconciliation of the change in net assets available for benefits per the financial statements for the year ended December 31, 2018 and 2017, to Form 5500:
 
 	 	2018	2017	
 	 	 	 	
Net increase (decrease) in net assets available for benefits per the financial statements	 	($46,992,132)	$16,624,104	
Pending distributions	 	(77,317)	(16,249)	
 	 	 	 	
Change in net assets per Form 5500	 	($47,069,449)	$16,607,855	
 
Note 10	Risks and Uncertainties	
 
The Master Trust ’ s investments are exposed to various risks, such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
 
Note 11	Voluntary Correction Program	
 
The Company filed a Voluntary Correction Program (VCP) submission with the IRS on January 31, 2011, to address the manner in which the Plan’s hardship and in-service distributions were approved for plan participants.  These items did not have a material impact on the Plan’s net assets available for benefits, and the Company does not expect the VCP submission to affect the Plan’s tax status.  As of December 31, 2018, the submission is still outstanding.

 

17

 
 
 Supplemental Schedule

18

 
The Manitowoc Company, Inc.
401(k) Retirement Plan
Plan’s EIN #39-0448110  Plan #001
 
 Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2018

 

(a)	(b)
Identity of Issue, Borrower, Lessor, or Similar Party	(c)
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value	(d)
Cost**	(e)
Current Value	
 
*	 
Participant Loans	 
4.25% to 6.50% notes, maturing through December 2023	 
-	 
    $2,358,342	

 
* Represents a party-in-interest as defined by ERISA.
** The cost of participant-directed investments is not required to be disclosed

19

 

 	 	 EXHIBIT INDEX
 	 	 	 	 	 	
Exhibit No.	 	Description	 	 	 	Filed
Herewith	 	
 	 	 	 	 	 	 	 	
23.1	 	Consent of WIPFLI LLP	 	 	 	X	 	

 
 
20

 
 SIGNAT URES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee, which administers the Plan, has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, and State of Wisconsin on the 27th day of June, 2019.
 
Date:  June 27, 2019	The Manitowoc Company, Inc.	
 	(Registrant)	
 	 	
 	/s/ Barry L. Pennypacker	
 	Barry L. Pennypacker	
 	President and Chief Executive Officer	
 	 	
 	/s/ David J. Antoniuk	
 	David J. Antoniuk	
 	Senior Vice President and Chief Financial Officer	
 	 	
 	/s/ Thomas L. Doerr, Jr.	
 	Thomas L. Doerr, Jr.	
 	Senior Vice President, General Counsel & Secretary	
 
21

Exhibit 23.1

 
Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in Registration Statement No. 333-213877 on Form S-8, of our report dated June 27, 2019, relating to the financial statements and financial statement schedule of The Manitowoc Company, Inc. 401(k) Retirement Plan which appear in this form 11-K.
 
/s/ WIPFLI LLP
Wipfli LLP

June 27, 2019
La Crosse, Wisconsin