RETIREMENT BENEFIT PLANS

Defined Benefit Plans

In connection with the February 3, 2006 purchase of all the net assets of the Gradall excavator business, the Company assumed sponsorship of two Gradall non-contributory defined benefit pension plans, both of which are frozen with respect to both future benefit accruals and future new entrants.

The Gradall Company Hourly Employees’ Pension Plan covers approximately 330 former employees and 133 current employees who (i) were formerly employed by JLG Industries, Inc., (ii) were covered by a collective bargaining agreement and (iii) first participated in the plan before April 6, 1997. An amendment ceasing all future benefit accruals was effective April 6, 1997.

The Gradall Company Employees’ Retirement Plan covers approximately 239 former employees and 87 current employees who (i) were formerly employed by JLG Industries, Inc., (ii) were not covered by a collective bargaining agreement and (iii) first participated in the plan before December 31, 2004. An amendment ceasing future benefit accruals for certain participants was effective December 31, 2004. A second amendment discontinued all future benefit accruals for all participants effective April 24, 2006.

The following tables set forth the change in plan assets, change in projected benefit obligation, rate assumptions and components of net periodic benefit cost as of December 31 with respect to these plans. The measurement dates of the assets and liabilities of both plans were December 31 of the respective years presented.



	Year Ended December 31, 2013
(in thousands)	Hourly Employees’ Pension Plan				Employees’ Retirement Plan				Total
Change in projected benefit obligation
Benefit obligation at beginning of year		$	10,786			$	20,923		$	31,709
Service cost		11				5			16
Interest cost		371				760			1,131
Liability actuarial (gain)/loss		(1,060		)		(2,620		)	(3,680		)
Benefits paid		(631		)		(733		)	(1,364		)
Benefit obligation at end of year		9,477				18,335			27,812
Change in fair value of plan assets
Fair value of plan assets at beginning of year		7,690				14,148			21,838
Return on plan assets		1,136				2,090			3,226
Employer contributions		678				896			1,574
Benefits paid		(631		)		(733		)	(1,364		)
Fair value of plan assets at end of year		8,873				16,401			25,274
Underfunded status – December 31, 2012		$	(604	)		$	(1,934	)	$	(2,538	)
Accumulated benefit obligation – December 31, 2013		$	9,477			$	18,335		$	27,812



	Year Ended December 31, 2012
(in thousands)	Hourly Employees’ Pension Plan				Employees’ Retirement Plan				Total
Change in projected benefit obligation
Benefit obligation at beginning of year		$	10,454			$	19,238		$	29,692
Service cost		10				4			14
Interest cost		411				788			1,199
Liability actuarial (gain)/loss		549				1,619			2,168
Benefits paid		(638		)		(726		)	(1,364		)
Benefit obligation at end of year		10,786				20,923			31,709
Change in fair value of plan assets
Fair value of plan assets at beginning of year		6,663				12,237			18,900
Return on plan assets		937				1,722			2,659
Employer contributions		728				915			1,643
Benefits paid		(638		)		(726		)	(1,364		)
Fair value of plan assets at end of year		7,690				14,148			21,838
Underfunded status – December 31, 2011		$	(3,096	)		$	(6,775	)	$	(9,871	)
Accumulated benefit obligation – December 31, 2012		$	10,786			$	20,923		$	31,709

The Company recognizes the overfunded or underfunded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of defined benefit postretirement plans as an asset or liability in its statement of financial position and recognizes changes in the funded status in the year in which the changes occur. The Company measures the funded status of a plan as of the date of its year-end statement of financial position.

The underfunded status of the plans of $2,538,000 and $9,871,000 as of December 31, 2013 and 2012, respectively, is recognized in the accompanying consolidated balance sheets as long-term accrued pension liability because plan assets are less than the value of benefit obligations expected to be paid.

The accumulated benefit obligation for our pension plans represents the actuarial present value of benefits based on employee service and compensation as of a certain date and does not include an assumption about future compensation levels.

In determining the projected benefit obligation and the net pension cost, we used the following significant weighted-average assumptions:

Assumptions used to determine benefit obligations at December 31:



	Hourly Employees’ Pension Plan		Employees’ Retirement Plan
	2013	2012	2013	2012
Discount rate	4.60%	3.55%	4.75%	3.70%
Composite rate of compensation increase	N/A	N/A	N/A	N/A

Assumptions used to determine net periodic benefit cost for the years ended December 31:



	Hourly Employees’ Pension Plan		Employees’ Retirement Plan
	2013	2012	2013	2012
Discount rate	3.55%	4.06%	3.70%	4.18%
Long-term rate of return on plan assets	7.25%	7.75%	7.25%	7.75%
Composite rate of compensation increase	N/A	N/A	N/A	N/A

The Company employs a building block approach in determining the expected long-term rate on return on plan assets. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term market assumptions are determined. The long-term portfolio return is established via a building block approach with proper consideration of diversification and rebalancing. Peer data and historical returns are reviewed to check for reasonability and appropriateness.

The following tables present the components of net periodic benefit cost (gains are denoted with parentheses and losses are not):



	Year Ended December 31, 2013
(in thousands)	Hourly Employees’ Pension Plan				Employees’ Retirement Plan				Total
Service cost		$	11			$	5		$	16
Interest cost		371				760			1,131
Expected return on plan assets		(549		)		(1,018		)	(1,567		)
Amortization of prior service cost		—				—			—
Amortization of net (gain)/loss		285				418			703
Net periodic benefit cost		$	118			$	165		$	283



	Year Ended December 31, 2012
(in thousands)	Hourly Employees’ Pension Plan				Employees’ Retirement Plan				Total
Service cost		$	10			$	4		$	14
Interest cost		411				788			1,199
Expected return on plan assets		(520		)		(951		)	(1,471		)
Amortization of prior service cost		—				—			—
Amortization of net (gain)/loss		280				379			659
Net periodic benefit cost		$	181			$	220		$	401

The Company estimates that $132,000 of unrecognized actuarial expense will be amortized from accumulated other comprehensive income into net periodic benefit costs during 2014.

The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Other assets such as real estate, private equity, and hedge funds are used judiciously to enhance long-term returns while improving portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies.

The pension plans' weighted-average asset allocations as a percentage of plan assets at December 31 are as follows:



	Hourly Employees’ Pension Plan		Employees’ Retirement Plan
	2013	2012	2013	2012
Equity securities	55%	55%	55%	55%
Debt securities	38%	38%	38%	38%
Short-term investments	2%	2%	2%	2%
Other	5%	5%	5%	5%
Total	100%	100%	100%	100%

As of December 31, 2013, we used the following valuation techniques to measure fair value for assets. There were no changes to these methodologies during 2013: Level 1 - Assets were valued using the closing price reported in the active market in which the individual security was traded. Level 2 - Assets were valued using quoted prices in markets that are not active, broker dealer quotations, net asset value of shares held by the plans, and other methods by which all significant input were observable at the measurement date. Level 3 - Assets were valued using valuation reports from the respective institutions at the measurement date. The following table presents the hierarchy levels for our postretirement benefit plan investments as of December 31:



(in thousands)	December 31, 2013			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Mutual Funds:
Small Cap		$	—		$	—		$	—	$	—
Mid Cap		1,577			1,577
Large Cap		6,826			6,826
International		2,531			2,531

Common/Collective:
Wells Fargo Liability Driven Solution		3,521						3,521
Wells Fargo International Equity Index Fund		1,286						1,286
Wells Fargo Thornburg International		1,273						1,273
Wells Fargo Large Cap Growth Index Fund		1,423						1,423
Wells Fargo Large Cap Value Index Fund		1,427						1,427
Wells Fargo Multi-Manager Small Cap		1,683						1,683
Wells Fargo Russell 2000 Index Fund		841						841
Wells Fargo S&P Mid Cap Index Fund		950						950
T Rowe Price Equity Income		1,424						1,424

Cash & Short-term Investments		512			512
Total		$	25,274		$	11,446		$	13,828	$	—



(in thousands)	December 31, 2012			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Mutual Funds:
Small Cap		$	—		$	—		$	—	$	—
Mid Cap		1,376			1,376
Large Cap		7,126			7,126
International		2,201			2,201

Common/Collective:
Wells Fargo Liability Driven Solution Fund		3,074			—			3,074		—
Wells Fargo International Equity Index Fund		1,097						1,097
Wells Fargo Thornburg International		1,103						1,103
Wells Fargo Large Cap Growth Index Fund		1,216						1,216
Wells Fargo Large Cap Value Index Fund		1,210						1,210
Wells Fargo Multi-Manager Small Cap		1,481						1,481
Wells Fargo Russell 2000 Index Fund		708						708
Wells Fargo S&P Mid Cap Index Fund		825						825

Cash & Short-term Investments		421			421
Total		$	21,838		$	11,124		$	10,714	$	—

Our interests in the common collective trust investments are managed by one custodian. Consistent with our investment policy, the custodian has invested the assets across a widely diversified portfolio of U.S. and international equity and fixed income securities. Fair values of each security within the collective trust as of December 31, 2013 were obtained from the custodian and are based on quoted market prices of individual investments; however, since the fund itself does not have immediate liquidity or a quoted market price, these assets are considered Level 2.

The common collective funds noted in the above table have estimated fair value using the net asset value per share of investments. Investments can be redeemed immediately at the current net asset value per share based on the fair value of the underlying assets. Redemption frequency is daily. The categories contain investments in equity securities of smaller growing companies, medium-sized U.S. companies, large value-oriented and growth-oriented companies and foreign companies traded on international markets.

Expected benefit payments are estimated using the same assumptions used in determining our benefit obligation as of December 31, 2013. The following table illustrates the estimated pension benefit payments which reflect expected future service, as appropriate, that are projected to be paid:



(in thousands)	Hourly Employees’ Pension Plan			Employees’ Retirement Plan			Total
2014		$	643		$	862	$	1,505
2015		634			896		1,530
2016		635			932		1,567
2017		644			1,021		1,665
2018		651			1,112		1,763
Years 2019 through 2023		$	3,231		$	6,096	$	9,327

Supplemental Retirement Plan

The Board of Directors of the Company adopted the Alamo Group Inc. Supplemental Executive Retirement Plan (the “SERP”), effective as of January 3, 2011. The SERP will benefit certain key management or other highly compensated employees of the Company and/or certain subsidiaries who are selected by the Compensation Committee and approved by the Board to participate.

The SERP is intended to provide a benefit from the Company upon retirement, death or disability, or a change in control of the Company. Accordingly, the SERP obligates the Company to pay to a participant a Retirement Benefit (as defined in the SERP) upon the occurrence of certain payment events to the extent a participant has a vested right thereto. A participant’s right to his or her Retirement Benefit becomes vested in the Company’s contributions upon 10 years of Credited Service (as defined in the SERP) or a change in control of the Company. The Retirement Benefit is based on 20% of the final three-year average salary of each participant on or after his or her normal retirement age (65 years of age). In the event of the participant’s death or a change in control, the participant’s vested retirement benefit will be paid in a lump sum to the participant or his or her estate, as applicable, within 90 days after the participant’s death or a change in control, as applicable. In the event the participant is entitled to a benefit from the SERP due to disability, retirement or other termination of employment, the benefit will be paid in monthly installments over a period of fifteen years.

The Company records amounts relating to the SERP based on calculations that incorporate various actuarial and other assumptions, including discount rates, rate of compensation increases, retirement dates and life expectancies. The net periodic costs are recognized as employees render the services necessary to earn the SERP benefits.

In connection with the initiation of the SERP, the Company had an unfunded long-term liability of $1,964,301, a deferred tax asset of $746,000 and $1,218,301 in accumulated other comprehensive income. The $1,964,301 includes prior service cost which will be amortized over the average remaining service periods of the employees. The prior service cost is included as a component of net periodic pension cost.

The change in the Projected Benefit Obligation (PBO) as of December 31, 2013 and 2012, is shown below in thousands:



	Year Ended December 31,
(in thousands)	2013			2012
Benefit obligation at January 1,	$	3,057		$	2,584
Service cost	114			101
Interest cost	102			104
Liability actuarial (gain)/loss	(252		)	268
Plan Amendments	—			—
Benefit obligation at December 31,	$	3,021		$	3,057

The components of net periodic pension expense were as follows in thousands:



	Year Ended December 31,
(in thousands)	2013		2012
Service Cost	$	114	$	101
Interest Cost	102		104
Amortization of Prior Service Cost	327		287
Net Periodic Benefit Cost	$	543	$	492

The Company estimates that $270,000 of unrecognized actuarial expense will be amortized from accumulated other comprehensive income into net periodic benefit costs during 2014.

In determining the projected benefit obligation and the net pension cost, we used the following significant weighted-average assumptions:

Assumptions used to determine benefit obligations at December 31:



	2013	2012
Discount rate	4.60%	3.37%
Composite rate of compensation increase	3.00%	3.00%

Assumptions used to determine net periodic benefit cost for the years ended December 31:



	2013	2012
Discount rate	3.37%	4.04%
Composite rate of compensation increase	3.00%	3.00%
Long-term rate of return on plan assets	N/A	N/A

Future estimated benefits expected to be paid from the plan over the next ten years as follows in thousands:



2014	$	44
2015	51
2016	101
2017	140
2018	241
Years 2019 through 2023	$	1,305

Defined Contribution Plans

The Company has three defined contribution plans, The Gradall Salaried Employees’ Savings and Investment Plan (“Salary Plan”), The Gradall Hourly Employees’ Savings and Investment Plan (“Hourly Plan”) and The International Association of Machinist and Aerospace Workers Retirement Plan (“IAM Plan”). The Company contributed $422,000 and $388,000 to the IAM Plan for the plan years ended December 31, 2013 and 2012, respectively. The Company converted the Salary Plan into its 401(k) retirement and savings plan and put the Hourly Plan into a separate 401(k) retirement and savings plan.

The Company provides a defined contribution 401(k) retirement and savings plan for eligible U.S. employees. Company matching contributions are based on a percentage of employee contributions. Company contributions to the plan during 2013, 2012 and 2011 were $1,331,000, $1,678,000, and $992,000, respectively. A U.S. subsidiary of the Company had an Hourly Employee Pension Plan of Trust covering collective bargaining which was terminated on December 31, 2006. As of January 1, 2006 the employees were added to the existing 401(k) retirement and salary plan.

Three of the Company’s international subsidiaries also participate in a defined contribution and savings plan covering eligible employees. The Company’s international subsidiaries contribute between 3% and 10% of the participant’s salary up to a specific limit. Total contributions made to the above plans were $697,000, $696,000, and $676,000 for the years ended December 31, 2013, 2012 and 2011, respectively.