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 Employees’ Retirement Plan covers approximately 250 former employees and 70 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 Gradall Company Hourly Employees’ Pension Plan covered former employees and 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.

On April 6, 2016, the Company notified all participants in the Gradall Company Hourly Employees’ Pension Plan of our decision to terminate the plan. Participants in the plan did not lose any benefits but were given a choice between obtaining certain continued annuity benefits that match the benefits offered under the plan or receiving an immediate one-time lump sum payment in total settlement of benefits. The Company made a final contribution of $622,000 and met all legal requirements to effectuate a proper termination of the plan before December 31, 2016. The Company expensed $2,889,000 related to accumulative pension actuarial losses relating to the closure of the Gradall Hourly Employees' Savings and Investment Plan that had been previously deferred in Other comprehensive income and deferred taxes.

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, 2017
(in thousands)	Hourly Employees’ Pension Plan			Employees’ Retirement Plan				Total
Change in projected benefit obligation
Benefit obligation at beginning of year		$	—		$	20,787		$	20,787
Service cost		—			4			4
Interest cost		—			831			831
Liability actuarial (gain) loss		—			866			866
Benefits paid		—			(936		)	(936		)
Benefit obligation at end of year		—			21,552			21,552
Change in fair value of plan assets
Fair value of plan assets at beginning of year		—			17,858			17,858
Return on plan assets		—			2,505			2,505
Employer contributions		—			900			900
Benefits paid		—			(936		)	(936		)
Fair value of plan assets at end of year		—			20,327			20,327
Underfunded status - December 31, 2017		$	—		$	(1,225	)	$	(1,225	)



	Year Ended December 31, 2016
(in thousands)	Hourly Employees’ Pension Plan				Employees’ Retirement Plan				Total
Change in projected benefit obligation
Benefit obligation at beginning of year		$	9,649			$	20,561		$	30,210
Service cost		8				4			12
Interest cost		401				886			1,287
Liability actuarial (gain)		(148		)		204			56
Benefits paid		(575		)		(868		)	(1,443		)
Settlements		(9,335		)		—			(9,335		)
Benefit obligation at end of year		—				20,787			20,787
Change in fair value of plan assets
Fair value of plan assets at beginning of year		9,019				16,692			25,711
Return on plan assets		119				1,284			1,403
Employer contributions		772				750			1,522
Benefits paid		(575		)		(868		)	(1,443		)
Settlements		(9,335		)		—			(9,335		)
Fair value of plan assets at end of year		—				17,858			17,858
Underfunded status - December 31, 2016		$	—			$	(2,929	)	$	(2,929	)

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 consolidated balance sheet 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 the year-end consolidated balance sheet.

The underfunded status of the plans of $1,225,000 and $2,929,000 as of December 31, 2017 and 2016, 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
	2017	2016	2017	2016
Discount rate	N/A	N/A	3.60%	4.10%
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
	2017	2016	2017	2016
Discount rate	N/A	4.30%	4.10%	4.40%
Long-term rate of return on plan assets	N/A	7.25%	7.25%	7.25%
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 of 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, 2017
(in thousands)	Hourly Employees’ Pension Plan			Employees’ Retirement Plan				Total
Service cost		$	—		$	4		$	4
Interest cost		—			831			831
Expected return on plan assets		—			(1,275		)	(1,275		)
Amortization of net loss		—			433			433
Net periodic benefit cost		$	—		$	(7	)	$	(7	)



	Year Ended December 31, 2016
(in thousands)	Hourly Employees’ Pension Plan				Employees’ Retirement Plan				Total
Service cost		$	8			$	4		$	12
Interest cost		401				886			1,287
Expected return on plan assets		(648		)		(1,196		)	(1,844		)
Amortization of net loss		284				440			724
Recognition of Settlement		2,889				—			2,889
Net periodic benefit cost		$	2,934			$	134		$	3,068

The Company estimates that $346,000 of unrecognized actuarial expense will be amortized from accumulated other comprehensive income (loss) into net periodic benefit costs during 2018.

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. Our current asset allocations are consistent with our targeted allocations.

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
	2017	2016	2017	2016
Equity securities	—%	—%	55%	54%
Debt securities	—%	—%	38%	38%
Short-term investments	—%	—%	2%	3%
Other	—%	—%	5%	5%
Total	—%	—%	100%	100%

The following table presents the hierarchy levels for our postretirement benefit plan investments as of December 31 as described in Note 1 to the Consolidated Financial Statements:



(in thousands)		December 31, 2017			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Mutual Funds:
	Mid Cap		$	1,321		$	1,321		$	—		$	—
	Large Cap		2,930			2,930			—			—
	International		2,300			2,300			—			—

Common/Collective Trusts:
	Liability Driven Solution		2,845			—			2,845			—
	Wells Fargo BlackRock International Equity		859			—			859			—
	Wells Fargo Core Bond		1,416			—			1,416			—
	Wells Fargo/Causeway		861			—			861			—
	Wells Fargo BlackRock Large Cap Growth Index Fund		1,146			—			1,146			—
	Wells Fargo BlackRock Large Cap Value Index Fund		1,146			—			1,146			—
	Wells Fargo Multi-Manager Small Cap		1,387			—			1,387			—
	Wells Fargo Russell 2000 Index Fund		636			—			636			—
	Wells Fargo S&P Mid Cap Index Fund		715			—			715			—
	Wells Fargo/MFS Value CIT F		578			—			578			—
	Wells Fargo/T. Rowe Price I Large-Cap Growth Managed CIT		577			—			577			—
	Wells Fargo/T. Rowe Price Equity Income		577			—			577			—
	Wells Fargo Voya Large Cap Growth CIT F		577			—			577			—

Cash & Short-term Investments			456			456			—			—
	Total		$	20,327		$	7,007		$	13,320		$	—



(in thousands)		December 31, 2016			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Mutual Funds:
	Mid Cap		$	680		$	680		$	—		$	—
	Large Cap		3,553			3,553			—			—
	International		2,010			2,010			—			—

Common/Collective Trusts:
	Liability Driven Solution		2,522			—			2,522			—
	Wells Fargo BlackRock International Equity		727			—			727			—
	Wells Fargo Core Bond		1,254			—			1,254			—
	Wells Fargo/Causeway		741			—			741			—
	Wells Fargo BlackRock Large Cap Growth Index Fund		1,009			—			1,009			—
	Wells Fargo BlackRock Large Cap Value Index Fund		1,006			—			1,006			—
	Wells Fargo Multi-Manager Small Cap		1,189			—			1,189			—
	Wells Fargo Russell 2000 Index Fund		560			—			560			—
	Wells Fargo S&P Mid Cap Index Fund		630			—			630			—
	Wells Fargo/MFS Value CIT F		501			—			501			—
	Wells Fargo/T. Rowe Price I Large-Cap Growth Managed CIT		505			—			505			—
	T. Rowe Price Equity Income		504			—			504			—

Cash & Short-term Investments			467			467			—			—
	Total		$	17,858		$	6,710		$	11,148		$	—

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, 2017 were obtained from the custodian and are based on quoted market prices of individual investments; however, since the fund itself does not have 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, 2017. The following table illustrates the estimated pension benefit payments that are projected to be paid:



(in thousands)	Employees’ Retirement Plan
2018		$	1,125
2019		1,146
2020		1,160
2021		1,220
2022		1,253
Years 2023 through 2027		6,348

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 that 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 May of 2015, the Board amended the SERP to allow the Board to modify the retirement benefit percentage either higher or lower than 20%. In May of 2016, the Board added additional highly compensated employees to the plan. As of December 31, 2017, the current retirement benefit (as defined in the plan) for the participants ranges from 10% to 20%.

The change in the Projected Benefit Obligation (PBO) as of December 31, 2017 and 2016, is shown below:



	Year Ended December 31,
(in thousands)	2017			2016
Benefit obligation at January 1,	$	5,387		$	3,962
Service cost	198			176
Interest cost	204			175
Liability actuarial loss (gain)	247			183
Benefits paid	(91		)	(67		)
Plan amendments	—			958
Benefit obligation at December 31,	$	5,945		$	5,387

The components of net periodic pension expense were as follows:



	Year Ended December 31,
(in thousands)	2017		2016
Service cost	$	198	$	176
Interest cost	204		175
Amortization of prior service cost	406		364
Net periodic benefit cost	$	808	$	715

The Company estimates that $501,000 of unrecognized actuarial expense will be amortized from accumulated other comprehensive income into net periodic benefit costs during 2018.

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:



	2017	2016
Discount rate	3.45%	3.85%
Composite rate of compensation increase	3.00%	3.00%

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



	2017	2016
Discount rate	3.85%	4.05%
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:



2018	$	291
2019	294
2020	315
2021	317
2022	366
Years 2023 through 2027	2,355

Defined Contribution Plans

The Company has two defined contribution plans, The Gradall Salaried Employees’ Savings and Investment Plan (“Salary Plan”) and The International Association of Machinist and Aerospace Workers Retirement Plan (“IAM Plan”). The Company contributed $408,000 and $435,000 to the IAM Plan for the plan years ended December 31, 2017 and 2016, 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 2017, 2016 and 2015 were $1,942,000, $1,900,000, and $1,871,000, respectively.

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 0% and 10% of the participant’s salary up to a specific limit. Total contributions made to the above plans were $716,000, $735,000, and $864,000 for the years ended December 31, 2017, 2016 and 2015, respectively.