NOTE 8 RETIREMENT AND DEFERRED COMPENSATION PLANS

The Company has various noncontributory retirement plans covering certain of its domestic and foreign employees. Benefits under the Company's retirement plans are based on participants' years of service and annual compensation as defined by each plan. Annual cash contributions to fund pension costs accrued under the Company's domestic plans are generally at least equal to the minimum funding amounts required by the Employee Retirement Income Security Act of 1974, as amended (ERISA). Certain pension commitments under its foreign plans are also funded according to local requirements or at the Company's discretion.

The following table presents the changes in the benefit obligations and plan assets for the most recent two years for the Company's domestic and foreign plans.




	Domestic Plans						Foreign Plans
	2012			2011			2012			2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	111,947		$	86,186		$	48,754		$	46,673
Service cost		7,217			5,436			2,244			2,018
Interest cost		4,913			4,504			2,658			2,518
Business Acquired		—			—			9,148			—
Curtailment/Settlement		—			—			—			(1,052	)
Actuarial loss		18,743			18,873			17,905			1,984
Benefits paid		(6,499	)		(3,052	)		(2,075	)		(1,509	)
Foreign currency translation adjustment		—			—			1,976			(1,878	)

Benefit obligation at end of year	$	136,321		$	111,947		$	80,610		$	48,754

	Domestic Plans						Foreign Plans

	2012			2011			2012			2011
Change in plan assets:
Fair value of plan assets at beginning of year	$	68,537		$	60,442		$	39,835		$	38,383
Actual return on plan assets		8,342			(1,141	)		1,547			(310	)
Employer contribution		14,207			12,288			7,381			5,478
Business Acquired		—			—			389			—
Settlements		—			—			—			(1,052	)
Benefits paid		(6,499	)		(3,052	)		(2,075	)		(1,509	)
Foreign currency translation adjustment		—			—			799			(1,155	)

Fair value of plan assets at end of year	$	84,587		$	68,537		$	47,876		$	39,835

Funded status at end of year	$	(51,734	)	$	(43,410	)	$	(32,734	)	$	(8,919	)

The following table presents the funded status amounts recognized in the Company's Consolidated Balance Sheets as of December 31, 2012 and 2011.

	Domestic Plans						Foreign Plans

	2012			2011			2012			2011
Current liabilities	$	(369	)	$	(1,053	)	$	(1,187	)	$	(79	)
Non-current liabilities		(51,365	)		(42,357	)		(31,547	)		(8,840	)

	$	(51,734	)	$	(43,410	)	$	(32,734	)	$	(8,919	)

The following table presents the amounts not recognized as components of periodic benefit cost that are recognized in accumulated other comprehensive loss as of December 31, 2012 and 2011.

	Domestic Plans						Foreign Plans

	2012			2011			2012			2011
Net actuarial loss	$	58,580		$	46,428		$	29,265		$	11,434
Net prior service cost		3			7			4,157			4,518
Tax effects		(21,969	)		(17,414	)		(10,788	)		(5,066	)

	$	36,614		$	29,021		$	22,634		$	10,886

Changes in benefit obligations and plan assets recognized in other comprehensive income in 2012 are as follows:

	Domestic Plans			Foreign Plans

Current year actuarial loss	$	(16,006	)	$	(18,306	)
Amortization of loss		3,854			475
Amortization of prior service cost		4			361

	$	(12,148	)	$	(17,470	)

The following table presents the amounts in accumulated other comprehensive loss as of December 31, 2012 expected to be recognized as components of periodic benefit cost in 2013.

	Domestic Plans		Foreign Plans

Amortization of net loss	$	5,081	$	1,405
Amortization of prior service cost		3		371

	$	5,084	$	1,776

Components of net periodic benefit cost:




	Domestic Plans
	2012			2011			2010
Service cost	$	7,217		$	5,436		$	4,675
Interest cost		4,913			4,504			4,106
Expected return on plan assets		(5,604	)		(4,790	)		(4,037	)
Amortization of net loss		3,854			1,652			628
Amortization of prior service cost		4			4			4

Net periodic benefit cost	$	10,384		$	6,806		$	5,376

Settlement		—			—			—
Total Net periodic benefit cost	$	10,384		$	6,806		$	5,376

	Foreign Plans

	2012			2011			2010
Service cost	$	2,244		$	2,018		$	1,677
Interest cost		2,658			2,518			2,369
Expected return on plan assets		(1,538	)		(1,753	)		(1,414	)
Amortization of net loss		475			836			255
Amortization of prior service cost		361			455			359

Net periodic benefit cost	$	4,200		$	4,074		$	3,246

Curtailment		—			—			—
Total Net periodic benefit cost	$	4,200		$	4,074		$	3,246

The accumulated benefit obligation ("ABO") for the Company's domestic defined benefit pension plans was $118.8 million and $99.1 million at December 31, 2012 and 2011, respectively. The accumulated benefit obligation for the Company's foreign defined benefit pension plans was $63.6 million and $40.5 million at December 31, 2012 and 2011, respectively.

The following table provides the projected benefit obligation ("PBO"), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets as of December 31, 2012 and 2011.

	Domestic Plans				Foreign Plans

	2012		2011		2012		2011
Projected benefit obligation	$	136,321	$	111,947	$	77,663	$	32,896
Accumulated benefit obligation		118,804		99,091		60,703		25,064
Fair value of plan assets		84,587		68,537		44,930		24,280

The following table provides the PBO, ABO, and fair value of plan assets for all pension plans with a PBO in excess of plan assets as of December 31, 2012 and 2011.

	Domestic Plans				Foreign Plans

	2012		2011		2012		2011
Projected benefit obligation	$	136,321	$	111,947	$	77,663	$	34,104
Accumulated benefit obligation		118,804		99,091		60,703		25,923
Fair value of plan assets		84,587		68,537		44,930		25,140

Assumptions:




	Domestic Plans				Foreign Plans
	2012		2011		2012		2011

Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		3.80%		4.40%		3.19%		5.10%
Rate of compensation increase		4.00%		4.00%		3.00%		3.00%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate		4.40%		5.40%		5.10%		5.15%
Expected long-term return on plan assets		7.00%		7.00%		3.83%		4.40%
Rate of compensation increase		4.00%		4.00%		3.00%		3.00%

The Company develops the expected long-term rate of return assumptions based on historical experience and by evaluating input from the plans' asset managers, including the managers' review of asset class return expectations and benchmarks, economic indicators and long-term inflation assumptions.

In order to determine the 2013 net periodic benefit cost, the Company expects to use the December 31, 2012 discount rates, December 31, 2012 rates of compensation increase assumptions and the same assumed long-term returns on domestic and foreign plan assets used for the 2012 net periodic benefit cost.

The Company's domestic and foreign pension plan weighted-average asset allocations at December 31, 2012 and 2011 by asset category are as follows:

Plan Assets:




	Domestic Plans Assets at December 31,				Foreign Plans Assets at December 31,
	2012		2011		2012		2011

Equity securities		60%		60%		6%		—
Fixed income securities		30%		32%		7%		12%
Infrastructure		10%		8%		—		—
Money market		—		—		11%		15%
Investment Funds		—		—		76%		73%

Total		100%		100%		100%		100%

The Company's investment strategy for its domestic and foreign pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk. The investment policy strives to have assets sufficiently diversified so that adverse or unexpected results from one security type will not have an unduly detrimental impact on the entire portfolio and accordingly, establishes a target allocation for each asset category within the portfolio. The domestic plan asset allocation is reviewed on a quarterly basis and the foreign plan asset allocation is reviewed annually. Rebalancing occurs as needed to comply with the investment strategy. The domestic plan target allocation for 2013 is 60% equity securities and 40% fixed income securities and infrastructure. The foreign plan target allocation for 2013 is 70% investment funds, 26% fixed income securities, and 4% money market.

Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

•: Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
•: Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
•: Level 3: Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.

	Domestic Fair Value Measurement at December 31, 2012								Foreign Fair Value Measurement at December 31, 2012

(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	887	$	887	$	—	$	—	$	5,560	$	5,560	$	—	$	—
USD		—		887		—		—		—		—		—		—
EUR		—		—		—		—		—		5,560		—		—
Equity Securities (a)	$	42,523	$	42,523		—		—	$	2,739	$	2,739		—		—
US Large Cap Equities		—		17,142		—		—		—		—		—		—
US Small Cap Equities		—		12,523		—		—		—		—		—		—
International Equities		—		12,858		—		—		—		2,739		—		—
Core Fixed Income (a)	$	24,587	$	24,587		—		—		—		—		—		—
Corporate debts securities		—		—		—		—	$	3,187	$	3,187		—		—
Emerging Market (a)		—		—		—		—		—		3,187		—		—
Hedge Fund (c)	$	8,575		—		—	$	8,575		—		—		—		—
Investment Funds		—		—		—		—	$	36,390	$	15,163	$	21,227		—
Mutual Funds in Equities (a)		—		—		—		—		—		5,872		—		—
Mutual Funds Diversified (a&b)		—		—		—		—		—		9,291		21,227		—
Infrastructure (c)	$	8,015		—		—	$	8,015		—		—		—		—

Total Investments	$	84,587	$	67,997	$	—	$	16,590	$	47,876	$	26,649	$	21,227	$	—

	Domestic Fair Value Measurement at December 31, 2011								Foreign Fair Value Measurement at December 31, 2011

(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	96	$	96	$	—	$	—	$	5,781	$	5,781	$	—	$	—
USD		—		96		—		—		—		—		—		—
EUR		—		—		—		—		—		5,781		—		—
Equity Securities (a)	$	33,264	$	33,264		—		—		—		—		—		—
US Large Cap Equities		—		14,215		—		—		—		—		—		—
US Small Cap Equities		—		10,077		—		—		—		—		—		—
International Equities		—		8,972		—		—		—		—		—		—
Core Fixed Income (a)	$	22,010	$	22,010		—		—		—		—		—		—
Corporate debts securities		—		—		—		—	$	4,812	$	4,812		—		—
Euro Corporate Bonds (a)		—		—		—		—		—		4,812		—		—
Hedge Fund (c)	$	7,497		—		—	$	7,497		—		—		—		—
Investment Funds		—		—		—		—	$	29,242	$	14,076	$	15,166		—
Mutual Funds in Equities (a)		—		—		—		—		—		5,482		—		—
Mutual Funds Diversified (a&b)		—		—		—		—		—		8,594		15,166		—
Infrastructure (c)	$	5,670		—		—	$	5,670		—		—		—		—

Total Investments	$	68,537	$	55,370	$	—	$	13,167	$	39,835	$	24,669	$	15,166	$	—

(a): Based on third party quotation from financial institution.
(b): Based on observable market transactions.
(c): Based on a quarterly statement prepared by the fund manager that reflects contributions, distributions and realized/unrealized gains and losses.

The following table sets forth a summary of changes in fair value of the pension plan investments classified as Level 3 for the year ended December 31, 2012.

	Infrastructure Fund			Hedge Fund


Balance, 12/31/10	$	5,472		$	5,508
Purchases, sales and settlements, net		—			1,800
Return on assets held		347			189
Admin fees and other		(149	)		—

Balance, 12/31/11	$	5,670		$	7,497

Purchases, sales and settlements, net		1,800			1,000
Return on assets held		696			78
Admin fees and other		(151	)		—

Balance, 12/31/12	$	8,015		$	8,575

CONTRIBUTIONS

Annual cash contributions to fund pension costs accrued under the Company's domestic plans are generally at least equal to the minimum funding amounts required by ERISA. The Company contributed $14.2 million to its domestic defined benefit plans in 2012 and although the Company has no minimum funding requirement for 2013, we plan to contribute between $10 million and $15 million in 2013. Contributions to fund pension costs accrued under the Company's foreign plans are made in accordance with local laws or at the Company's discretion. The Company contributed approximately $7.4 million to its foreign defined benefit plan in 2012 and expects to contribute approximately $4.3 million in 2013.

ESTIMATED FUTURE BENEFIT PAYMENTS

As of December 31, 2012, the Company expects the plans to make the following estimated benefit payments relating to its defined benefit plans over the next ten years:




	Domestic Plans		Foreign Plans
2013	$	8,194	$	2,249
2014		7,652		1,766
2015		7,332		2,705
2016		7,763		2,975
2017		10,272		3,513
2018 – 2022		54,495		23,030

OTHER PLANS

The Company has a non-qualified supplemental pension plan for domestic employees which provides for pension amounts that would have been payable from the Company's principal domestic pension plan if it were not for limitations imposed by income tax regulations. The liability for this plan, which is not funded, was $6.4 million and $4.3 million at December 31, 2012 and 2011, respectively. This amount is included in the liability for domestic plans shown above.

The Company has a defined contribution 401(k) employee savings plan available to substantially all domestic employees. Company matching contributions are made in cash up to a maximum of 3% of the participating employee's salary subject to income tax regulations. For each of the years ended December 31, 2012, 2011 and 2010, total contributions made by the Company to these plans were approximately $2.6 million, $2.4 million and $2.1 million, respectively.

The Company has several foreign defined contribution plans, which require the Company to contribute a percentage of the participating employee's salary according to local regulations. For each of the years ended December 31, 2012, 2011 and 2010, total contributions made by the Company to these plans were approximately $1.8 million, $1.9 million and $1.7 million, respectively.

The Company has no additional postretirement or postemployment benefit plans.