RETIREMENT ANNUITY AND GUARANTEED CONTINUOUS EMPLOYMENT PLANS

The Company maintains a number of defined benefit and defined contribution plans to provide retirement benefits for employees. These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 ("ERISA"), local statutory law or as determined by the Board of Directors. The plans generally provide benefits based upon years of service and compensation. Pension plans are funded except for a domestic non-qualified pension plan for certain key employees and certain foreign plans. The Company uses a December 31 measurement date for its plans.

The Company does not have, and does not provide for, any postretirement or postemployment benefits other than pensions and certain non-U.S. statutory termination benefits.

Defined Benefit Plans

Contributions are made in amounts sufficient to fund current service costs on a current basis and to fund past service costs, if any, over various amortization periods.

Obligations and Funded Status



	December 31,
	2013			2012
Change in benefit obligations
Benefit obligations at beginning of year	$	1,033,725		$	991,979
Service cost	23,188			21,538
Interest cost	37,225			41,584
Plan participants' contributions	221			334
Plan amendments	1,623			(3,681		)
Actuarial (gain) loss	(91,851		)	70,015
Benefits paid	(59,296		)	(86,722		)
Settlement/curtailment	(1,390		)	(3,946		)
Currency translation	(2,003		)	2,624
Benefit obligations at end of year	941,442			1,033,725

Change in plan assets
Fair value of plan assets at beginning of year	813,897			749,456
Actual return on plan assets	101,044			83,156
Employer contributions	85,456			68,029
Plan participants' contributions	221			334
Benefits paid	(57,644		)	(85,238		)
Settlement	(1,390		)	(3,798		)
Currency translation	(1,589		)	1,958
Fair value of plan assets at end of year	939,995			813,897

Funded status at end of year	(1,447		)	(219,828		)
Unrecognized actuarial net loss	258,781			422,042
Unrecognized prior service cost	(2,547		)	(4,101		)
Unrecognized transition assets, net	26			26
Net amount recognized	$	254,813		$	198,139

The actuarial gain arising during 2013 was primarily attributable to a higher discount rate. In 2012, the Company's U.S. defined benefit plans were amended to allow participants, including those with deferred vested pension benefits, additional payment options including a lump sum and a five year payment option. The decrease in benefits paid in 2013 primarily reflect the disbursements related to deferred vested participants taking lump sum payment options in the prior period.

The after-tax amounts of unrecognized actuarial net loss, prior service costs and transition assets included in Accumulated other comprehensive loss at December 31, 2013 were $162,983, $(2,307) and $17, respectively. The actuarial loss represents changes in the estimated obligation not yet recognized in the Consolidated Income Statement. The pre-tax amounts of unrecognized actuarial net loss, prior service credits and transition obligations expected to be recognized as components of net periodic benefit cost during 2014 are $16,104, $(618) and $4, respectively.

Amounts Recognized in Consolidated Balance Sheets



	December 31,
	2013			2012
Prepaid pensions	$	36,116		$	—
Accrued pension liability, current	(10,564		)	(3,639		)
Accrued pension liability, long-term	(26,999		)	(216,189		)
Accumulated other comprehensive loss, excluding tax effects	256,260			417,967
Net amount recognized in the balance sheets	$	254,813		$	198,139

Components of Pension Cost for Defined Benefit Plans



	Year Ended December 31,
	2013			2012			2011
Service cost	$	23,188		$	21,538		$	17,331
Interest cost	37,225			41,584			44,161
Expected return on plan assets	(61,244		)	(58,754		)	(57,405		)
Amortization of prior service cost	(613		)	(90		)	(62		)
Amortization of net loss	30,929			31,085			21,816
Settlement/curtailment loss	423			895			529
Pension cost for defined benefit plans	$	29,908		$	36,258		$	26,370

The Company's defined benefit plans costs decreased in 2013 primarily as a result of a lower interest cost and a higher expected return on plan assets.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets



	December 31,
	2013		2012
U.S. pension plans
Projected benefit obligation	$	37,355	$	956,837
Accumulated benefit obligation	33,416		905,541
Fair value of plan assets	10,028		755,491
Non-U.S. pension plans
Projected benefit obligation	$	49,990	$	76,884
Accumulated benefit obligation	42,593		70,492
Fair value of plan assets	39,753		58,403

The total accumulated benefit obligation for all plans was $891,397 as of December 31, 2013 and $976,033 as of December 31, 2012.

Contributions to Plans

The Company expects to contribute approximately $20,000 to its defined benefit plans in the United States in 2014. The actual amounts to be contributed in 2014 will be determined at the Company's discretion.

Benefit Payments for Plans

Benefits expected to be paid for the U.S. plans are as follows:



Estimated Payments
2014	$	61,755
2015	53,992
2016	61,654
2017	59,570
2018	58,422
2019 through 2023	307,094

Assumptions

Weighted average assumptions used to measure the benefit obligation for the Company's significant defined benefit plans as of December 31, 2013 and 2012 were as follows:



	December 31,
	2013		2012
Discount rate	4.7	%	3.8	%
Rate of increase in compensation	4.2	%	4.0	%

Weighted average assumptions used to measure the net periodic benefit cost for the Company's significant defined benefit plans for each of the three years ended December 31, 2013 were as follows:



	December 31,
	2013		2012		2011
Discount rate	3.8	%	4.2	%	5.3	%
Rate of increase in compensation	4.1	%	4.0	%	4.0	%
Expected return on plan assets	7.4	%	7.7	%	7.9	%

To develop the discount rate assumption to be used for U.S. plans, the Company refers to the yield derived from matching projected pension payments with maturities of a portfolio of available non-callable bonds rated AA- or better. The expected long-term rate of return assumption is based on the weighted average expected return of the various asset classes in the plans' portfolio and the targeted allocation of plan assets. The asset class return is developed using historical asset return performance as well as current market conditions such as inflation, interest rates and equity market performance. The rate of compensation increase is determined by the Company based upon annual reviews.

Pension Plans' Assets

The primary objective of the pension plans' investment policy is to ensure sufficient assets are available to provide benefit obligations when such obligations mature. Investment management practices must comply with ERISA or any other applicable regulations and rulings. The overall investment strategy for the defined benefit pension plans' assets is to achieve a rate of return over a normal business cycle relative to an acceptable level of risk that is consistent with the long-term objectives of the portfolio. The target allocation for plan assets is 60% to 70% equity securities and 30% to 40% debt securities.

The following table sets forth, by level within the fair value hierarchy, the pension plans' assets as of December 31, 2013:



	Pension Plans' Assets at Fair Value as of December 31, 2013
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common trusts and 103-12 investments (1)
Cash and cash equivalents	$	—	$	4,686	$	—	$	4,686
Common trusts and 103-12 investments	—		902,746		—		902,746
Private equity funds (2)	—		—		32,563		32,563
Total assets at fair value	$	—	$	907,432	$	32,563	$	939,995

The following table sets forth, by level within the fair value hierarchy, the pension plans' assets as of December 31, 2012:



	Pension Plans' Assets at Fair Value as of December 31, 2012
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Corporate stock (3)	$	107,763	$	—	$	—	$	107,763
Cash and cash equivalents	5,170		—		—		5,170
Corporate and other obligations (4)	—		412		—		412
Common trusts and 103-12 investments (1)	—		673,469		—		673,469
Private equity funds (2)	—		—		27,083		27,083
Total assets at fair value	$	112,933	$	673,881	$	27,083	$	813,897

_______________________________________________________________________________

(1)

Common trusts and 103-12 investments are comprised of a number of investment funds that invest in a diverse portfolio of assets including equity securities, corporate and governmental bonds, equity and credit indexes, and money markets. Trusts are valued at the net asset value ("NAV") as determined by their custodian. NAV represents the accumulation of the unadjusted quoted close prices on the reporting date for the underlying investments divided by the total shares outstanding at the reporting dates.

(2)

Private equity funds consist of four funds seeking capital appreciation by investing in private equity investment partnerships and venture capital companies. Funds are comprised of unrestricted and restricted publicly traded securities and privately held securities. Unrestricted securities are valued at the closing market price on the reporting date. Restricted securities may be valued at a discount from such closing public market price, depending on facts and circumstances. Privately held securities are valued at fair value as determined by the fund directors and general partners.


(3)	This investment category includes publicly traded equity investments directly held by the plans. Investments are valued at the unadjusted quoted close prices reported on the reporting date.


(4)	This investment category is composed of publicly traded bonds and asset backed securities which are valued at the quoted closing market prices on the reporting date.

The table below sets forth a summary of changes in the fair value of the Level 3 pension plans' assets for the year ended December 31, 2013:



	Private Equity Funds
Balance at the beginning of year	$	27,083
Purchases, sales, issuances and settlements	2,186
Realized and unrealized gains	3,294
Balance at the end of year	$	32,563
The amount of total gains during the period attributable to the change in unrealized gains relating to Level 3 net assets still held at the reporting date	$	3,035

Supplemental Executive Retirement Plan

The Company maintains a domestic unfunded supplemental executive retirement plan ("SERP") under which non-qualified supplemental pension benefits are paid to certain employees in addition to amounts received under the Company's qualified retirement plan which is subject to Internal Revenue Service ("IRS") limitations on covered compensation. The annual cost of this program has been included in the determination of total net pension costs shown above and was $2,329, $2,254 and $2,110 in 2013, 2012 and 2011, respectively. The projected benefit obligation associated with this plan is also included in the pension disclosure shown above and was $22,877, $25,646 and $23,930 at December 31, 2013, 2012 and 2011, respectively.

Defined Contribution Plans

Substantially all U.S. employees are covered under a 401(k) savings plan in which they may invest 1% or more of eligible compensation, limited to maximum amounts as determined by the IRS. For most participants the plan provides for Company matching contributions of 35% of the first 6% of employee compensation contributed to the plan.

The plan also includes a feature in which all participants hired after November 1, 1997 receive an annual Company contribution of 2% of their base pay. The plan allowed employees hired before November 1, 1997, at their election, to receive this contribution in exchange for forfeiting certain benefits under the pension plan. In 2006, the plan was amended to include a feature in which all participants receive an annual Company contribution ranging from 4% to 10% of base pay based on years of service.

The annual costs recognized for defined contribution plans were $10,812, $9,405 and $8,478 in 2013, 2012 and 2011, respectively.

Multi-Employer Plans

The Company participates in multi-employer plans for several of its operations in Europe. Costs for these plans are recognized as contributions are funded. The Company's risk of participating in these plans is limited to the annual premium as determined by the plan. The annual costs of these programs were $1,048, $972 and $966 in 2013, 2012 and 2011, respectively.

Other Benefits

The Cleveland, Ohio, area operations have a Guaranteed Continuous Employment Plan covering substantially all employees which, in general, provides that the Company will provide work for at least 75% of every standard work week (presently 40 hours). This plan does not guarantee employment when the Company's ability to continue normal operations is seriously restricted by events beyond the control of the Company. The Company has reserved the right to terminate this plan effective at the end of a calendar year by giving notice of such termination not less than six months prior to the end of such year.