Pension and Other Postretirement Benefits

12 Months Ended

Dec. 31, 2012

Pension and Other Postretirement Benefits [Abstract]

PENSION AND OTHER POSTRETIREMENT BENEFITS:

NOTE 7 – PENSION AND OTHER POSTRETIREMENT BENEFITS:

Pension Plans

The Corporation has a qualified defined benefit pension plan covering substantially all of its U.S. employees. Generally, benefits are based on years of service multiplied by either a fixed amount or a percentage of compensation. For its U.S. pension plan covered by the Employee Retirement Income Security Act of 1974 (“ERISA”), the Corporation’s policy is to fund at least the minimum actuarially computed annual contribution required under ERISA. Although no minimum contributions were required, voluntary contributions of $7,000 and $5,000 were made in 2011 and 2010, respectively. No voluntary contributions were made in the current year. In 2012, Moving Ahead for Progress in the 21^st Century (“MAP-21”) was signed into law. MAP-21 reduces funding requirements for single-employer defined benefit plans. As a result, no minimum contributions are expected for 2013. Estimated benefit payments for subsequent years are $8,334 for 2013, $8,815 for 2014, $9,267 for 2015, $9,699 for 2016, $10,149 for 2017 and $57,898 for 2018 – 2022. The fair value of the plan’s assets as of December 31, 2012 and 2011 approximated $140,218 and $133,403, respectively, in comparison to accumulated benefit obligations of $180,737 and $161,126 for the same periods.

Employees of UES-UK participate in a contributory defined benefit pension plan that was curtailed effective December 31, 2004 and replaced with a defined contribution pension plan. The UES-UK plans are non-U.S. plans and therefore are not covered by ERISA. Instead, the Trustees and UES-UK have agreed to a recovery plan that estimates the amount of employer contributions, based on U.K. regulations, necessary to eliminate the funding deficit of the plan over an agreed period with such estimates subject to change based on the future investment performance of the plan’s assets. Employer contributions to the contributory defined benefit pension plan approximated $1,786, $1,693 and $1,420 in 2012, 2011 and 2010, respectively, and are expected to approximate $1,825 in 2013. The fair value of the plan’s assets as of December 31, 2012 and 2011 approximated $41,875 (£25,774) and $36,436 (£23,443), respectively, in comparison to accumulated benefit obligations of $59,210 (£36,443) and $50,698 (£32,620) for the same periods. Estimated benefit payments for subsequent years are $1,169 for 2013, $1,239 for 2014, $1,549 for 2015, $1,460 for 2016, $2,167 for 2017 and $12,660 for 2018 – 2022. Contributions to the defined contribution pension plan approximated $311, $415 and $337 in 2012, 2011 and 2010, respectively, and are expected to approximate $375 in 2013.

The Corporation also maintains a nonqualified defined benefit pension plan to provide supplemental retirement benefits for selected executives in addition to benefits provided under the Corporate-sponsored pension plans. The assets are held in a grantor tax trust known as a “Rabbi” trust; accordingly, the assets are subject to claims of the Corporation’s creditors, but otherwise must be used only for purposes of providing benefits under the plan. No contributions were made to the trust in 2010–2012 and none are expected in 2013. The fair market value of the trust at December 31, 2012 and 2011, which is included in other noncurrent assets, was $3,358 and $3,090, respectively. Changes in the fair market value of the trust are recorded as a component of other comprehensive income (loss). The plan is treated as a non-funded pension plan for financial reporting purposes. Accumulated benefit obligations approximated $2,082 and $1,698 at December 31, 2012 and 2011, respectively. Estimated benefit payments for subsequent years are approximately $25 for 2013, $35 for 2014, $44 for 2015, $53 for 2016, $70 for 2017 and $1,860 for 2018–2022.

Employees at one location participate in a multi-employer plan, I.A.M. National Pension Fund, in lieu of the Corporation’s defined benefit pension program. A multi-employer plan generally receives contributions from two or more unrelated employers pursuant to one or more collective-bargaining agreements. The assets contributed by one employer may be used to fund the benefits provided to employees of other employers in the plan because the plan assets, once contributed, are not restricted to individual employers. The latest report of summary plan information (for the 2011 plan year) provided by I.A.M. National Pension Fund indicates:

• 1,038 employers contribute to the plan and in excess of 100,000 employees participate in the plan

• Assets of nearly $8.5 billion and a funded status in excess of 100%.

Less than 100 of the Corporation’s employees participate in the plan and contributions are based on a rate per hour. The Corporation’s contributions equaled $241, $246 and $232 in 2012, 2011 and 2010, respectively, and represent less than five percent of total contributions to the plan by all contributing employers. Contributions are expected to approximate $275 in 2013.

Other Postretirement Benefits

The Corporation provides postretirement health care benefits principally to the bargaining groups of one subsidiary. The plan covers participants and their spouses and/or dependents who retire under the existing pension plan on other than a deferred vested basis and at the time of retirement have also rendered 15 or more years of continuous service irrespective of age. Other health care benefits are provided to retirees under plans no longer being offered by the Corporation. Retiree life insurance is provided to substantially all retirees. Postretirement benefits with respect to health care are subject to certain Medicare offsets. The Corporation also provides health care and life insurance benefits to former employees of certain discontinued operations. This obligation had been estimated and provided for at the time of disposal. The Corporation’s postretirement health care and life insurance plans are not funded or subject to any minimum regulatory funding requirements. Estimated benefit payments for subsequent years, which would represent employer contributions, are approximately $764 for 2013, $809 for 2014, $840 for 2015, $862 for 2016, $871 for 2017, and $5,068 for 2018 – 2022.

Reconciliations

The following provides a reconciliation of projected benefit obligations, plan assets, the funded status of the plans and the amounts recognized in the consolidated balance sheets for the Corporation’s defined benefit plans calculated using a measurement date as of the end of the respective years.

	U.S. Pension Benefits(a)						Foreign Pension Benefits						Other Postretirement Benefits
		2012			2011			2012			2011			2012			2011
Change in projected benefit obligations:
Projected benefit obligations at January 1	$	174,814		$	153,595		$	50,698		$	47,009		$	22,348		$	17,058
Service cost		3,943			3,115			0			0			804			643
Interest cost		8,514			8,867			2,506			2,589			919			1,020
Plan amendments		(42	)		153			0			0			0			0
Foreign currency exchange rate changes		0			0			2,434			(298	)		0			0
Actuarial loss (gain)		17,289			16,121			5,239			2,321			(623	)		4,277
Participant contributions		0			0			0			0			428			495
Benefits paid from plan assets		(7,425	)		(6,992	)		(1,667	)		(923	)		0			0
Benefits paid by the Corporation		(36	)		(45	)		0			0			(1,070	)		(1,145	)
Projected benefit obligations at December 31	$	197,057		$	174,814		$	59,210		$	50,698		$	22,806		$	22,348
Change in plan assets:
Fair value of plan assets at January 1	$	133,403		$	135,730		$	36,436		$	34,836		$	0		$	0
Actual return on plan assets		14,240			(2,335	)		3,586			1,014			0			0
Foreign currency exchange rate changes		0			0			1,734			(184	)		0			0
Corporate contributions		36			7,045			1,786			1,693			642			650
Participant contributions		0			0			0			0			428			495
Gross benefits paid		(7,461	)		(7,037	)		(1,667	)		(923	)		(1,070	)		(1,145	)
Fair value of plan assets at December 31	$	140,218		$	133,403		$	41,875		$	36,436		$	0		$	0
Funded status of the plans:
Fair value of plan assets	$	140,218		$	133,403		$	41,875		$	36,436		$	0		$	0
Less benefit obligations		197,057			174,814			59,210			50,698			22,806			22,348
Funded status at December 31	$	(56,839	)	$	(41,411	)	$	(17,335	)	$	(14,262	)	$	(22,806	)	$	(22,348	)

(a) Includes the non-qualified defined benefit pension plan.

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
		2012			2011			2012			2011			2012			2011
Amounts recognized in the balance sheets:
Employee benefit obligations:
Accrued payrolls and employee benefits (current)	$	(25	)	$	(53	)	$	(152	)	$	(1,905	)	$	(738	)	$	(881	)
Employee benefit obligations (noncurrent)		(56,814	)		(41,358	)		(17,183	)		(12,357	)		(22,068	)		(21,467	)
	$	(56,839	)	$	(41,411	)	$	(17,335	)	$	(14,262	)	$	(22,806	)	$	(22,348	)
Accumulated other comprehensive loss (pre-tax):
Net actuarial loss	$	84,825		$	78,307		$	28,155		$	23,848		$	6,403		$	7,098
Prior service cost		2,113			2,825			0			0			227			312
Total (pre-tax)	$	86,938		$	81,132		$	28,155		$	23,848		$	6,630		$	7,410

Amounts included in accumulated other comprehensive loss as of December 31, 2012 expected to be recognized in net periodic pension and other postretirement costs in 2013 include:

	U.S. Pension Benefits	Foreign Pension Benefits	Other Postretirement Benefits
Net actuarial loss	$    7,232	$    710	$    335
Prior service cost	665	0	85
	$    7,897	$    710	$    420

Investment Policies and Strategies

The investment policies and strategies are determined and monitored by the Investment Committee of the Board of Directors for the U.S. pension plan and by the Trustees (as appointed by UES-UK and the employees of UES-UK) for the foreign pension plan, each of whom employ their own investment managers to manage the plan’s assets in accordance with the policy guidelines. Pension assets are invested with the objective of maximizing long-term returns while minimizing material losses to meet future benefit obligations as they become due. Investments in equity securities are primarily in common stocks of publicly-traded U.S. and international companies across a broad spectrum of industry sectors. Investments in fixed-income securities are principally A-rated or better bonds with maturities of less than ten years, preferred stocks and convertible bonds. The Corporation believes there are no significant concentrations of risk associated with the Plans’ assets.

Attempts to minimize risk include allowing temporary changes to the allocation mix in response to market conditions, diversifying investments among asset categories (e.g., equity securities, fixed-income securities, alternative investments, cash and cash equivalents) and within these asset categories (e.g., economic sector, industry, geographic distribution, size) and consulting with independent financial and legal counsels to assure that the investments and their expected returns and risks are consistent with the goals of the Investment Committee or Trustees.

With respect to the U.S. pension plan, the following investments are prohibited unless otherwise approved by the Investment Committee: stock of the Corporation, futures and options except for hedging purposes, unregistered or restricted stock, warrants, margin trading, short-selling, real estate excluding public or real estate partnerships and commodities including art, jewelry and gold. The foreign plan invests in specific funds. Any investments other than those specifically identified would be considered prohibited.

The following summarizes target asset allocations (within +/-5% considered acceptable) and major asset categories. Certain investments are classified differently for target asset allocation purposes and external reporting purposes.

	U.S. Pension Benefits			Foreign Pension Benefits
	Target Allocation	Percentage of Plan Assets		Target Allocation	Percentage of Plan Assets
	Dec. 31, 2012	2012	2011	Dec. 31, 2012	2012	2011
Equity Securities	65%	66%	65%	44%	44%	47%
Fixed-Income Securities	15%	18%	19%	35%	34%	43%
Alternative Investments	15%	12%	14%	21%	22%	9%
Other (primarily cash and cash equivalents)	5%	4%	2%	0%	0%	1%

Fair Value Measurement of Plan Assets

Equity securities and mutual funds are actively traded on exchanges and price quotes for these investments are readily available. Similarly, corporate debt and preferred securities consist of fixed income securities of U.S. and U.K. corporations and price quotes for these investments are readily available. Common collective trust and commingled funds are not traded publicly, but the underlying assets (such as stocks and bonds) held in these funds are traded on active markets and the prices for the underlying assets are readily observable. For securities not actively traded, the fair value may be based on third-party appraisals, discounted cash flow analysis, benchmark yields and inputs that are currently observable in markets for similar securities.

Investment Strategies

The significant investment strategies of the various funds are summarized below.

Fund	Investment Strategy	Primary Investment Objective
Temporary Investment Funds	Invests primarily in a diversified portfolio of investment grade money market instruments.	Achieve a high level of current income while maintaining stability of principal and liquidity.
Various Equity Funds	Each fund maintains a diversified holding in common stock of applicable companies (e.g. common stock of small capitalization companies if a small-cap fund, common stock of medium capitalization companies if a mid-cap fund, common stock of foreign corporations if an international fund, etc.).	Outperform the fund’s related index.
Pooled Funds	Invests primarily in common stocks and other equity securities of issuers organized or conducting business in countries other than the United States.	Exceed the return of the corresponding Morgan Stanley Index.
Various Growth and Value Funds	Invests primarily in common stocks and other equity securities generally traded on a major U.S. exchange or the NASDAQ Stock Market.	Exceed the return of the Russell 2500 Growth Index or Value Index, as applicable, over a market cycle.
Return Fund	Invests at least 65% of its assets in a diversified portfolio of fixed income securities of varying maturities.	Outperform the Barclays Capital U.S. Aggregate Index.
Alternative Investments – Managed Funds	Invests in equities and equity-like asset classes and strategies, (such as public equities, venture capital, private equity, real estate, natural resources and hedged strategies) and fixed income securities.	Generate a minimum annual inflation adjusted return of 5% and outperform a traditional 70/30 equities/bond portfolio.
Alternative Investments – Hedge and Absolute Return Funds	Invests in a diversified portfolio of alternative investment styles and strategies.	Generate long-term capital appreciation while maintaining a low correlation with the traditional global financial markets.

Categories of Plan Assets

Asset categories based on the nature and risks of the Plans’ assets as of December 31, 2012 are summarized below.

	U.S. Pension Benefits
	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Capital goods	$	1,269	$	0	$	0	$	1,269
Chemicals		1,864		0		0		1,864
Commercial property		1,919		0		0		1,919
Commercial services		1,192		0		0		1,192
Common collective trust funds		0		30,451		0		30,451
Electronics		1,208		0		0		1,208
Engineering & construction		794		0		0		794
Food processing		3,549		0		0		3,549
Health care		830		0		0		830
Limited partnerships – public equity		7,251		0		0		7,251
Manufacturing		1,868		0		0		1,868
Oil and gas		3,322		0		0		3,322
Retail		870		0		0		870
Technology		879		0		0		879
Other (represents 11 business sectors)		5,196		0		0		5,196
International
Bank and financial services		1,255		0		0		1,255
Common collective trust funds		0		5,916		0		5,916
Energy		763		0		0		763
Real estate		1,929		0		0		1,929
Technology		1,004		0		0		1,004
Other (represents 10 business sectors)		3,751		0		0		3,751
Total Equity Securities		40,713		36,367		0		77,080
Fixed-Income Securities:
Commingled funds		0		14,482		0		14,482
Preferred (represents 3 business sectors)		5,755		0		0		5,755
Other (represents 1 business sector)		684		0		0		684
Total Fixed-Income Securities		6,439		14,482		0		20,921
Alternative Investments:
Managed funds (a)		0		0		30,064		30,064
Hedge and absolute return funds		0		0		6,490		6,490
Total Alternative Investments		0		0		36,554		36,554
Other (primarily cash and cash equivalents):
Mutual funds		2,944		0		0		2,944
Commingled funds		0		696		0		696
Other (b)		2,023		0		0		2,023
Total Other		4,967		696		0		5,663
	$	52,119	$	51,545	$	36,554	$	140,218

(a) Includes approximately 57% in equity and equity-like asset securities, 32% in alternative investments (real assets, commodities and resources, absolute return funds), 10% fixed income securities and 1% in cash and cash equivalents.

(b) Includes accrued receivables and pending broker settlements.

	Foreign Pension Benefits
	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	3,277	$	0	$	0	$	3,277
Commingled Funds (International)		15,140		0		0		15,140
Total Equity Securities		18,417		0		0		18,417
Fixed-Income Securities:
Commingled Funds (U.K.)		14,341		0		0		14,341
Alternative Investments:
Hedge and Absolute Return Funds		0		0		9,031		9,031
Cash and cash equivalents		86		0		0		86
	$	32,844	$	0	$	9,031	$	41,875

Asset categories based on the nature and risks of the Plans’ assets as of December 31, 2011 are summarized below.

	U.S. Pension Benefits
	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
U.S.
Bank and financial services	$	1,881	$	0	$	0	$	1,881
Capital goods		1,448		0		0		1,448
Chemicals		1,626		0		0		1,626
Commercial property		1,769		0		0		1,769
Commercial services		1,331		0		0		1,331
Common collective trust funds		0		28,165		0		28,165
Electronics		1,003		0		0		1,003
Food processing		3,221		0		0		3,221
Health care		1,300		0		0		1,300
Limited partnerships – public equity		7,253		0		0		7,253
Manufacturing		1,782		0		0		1,782
Oil and gas		2,904		0		0		2,904
Technology		1,608		0		0		1,608
Wholesale distribution		1,017		0		0		1,017
Other (represents 12 business sectors)		6,057		0		0		6,057
International
Common collective trust funds		0		5,349		0		5,349
Real estate		1,654		0		0		1,654
Other (represents 6 business sectors)		2,619		0		0		2,619
Total Equity Securities		38,473		33,514		0		71,987
Fixed-Income Securities:
Commingled funds		0		13,100		0		13,100
Preferred (represents 4 business sectors)		6,481		0		0		6,481
Other (represents 2 business sectors)		1,195		0		0		1,195
Total Fixed-Income Securities		7,676		13,100		0		20,776
Alternative Investments:
Managed funds (a)		0		0		29,280		29,280
Hedge and absolute return funds		0		0		5,940		5,940
Total Alternative Investments		0		0		35,220		35,220
Other (primarily cash and cash equivalents):
Mutual funds		1,906		0		0		1,906
Commingled funds		0		3,182		0		3,182
Other (b)		332		0		0		332
Total Other		2,238		3,182		0		5,420
	$	48,387	$	49,796	$	35,220	$	133,403

(a) Includes approximately 54% in equity and equity-like asset securities, 35% in alternative investments (real assets, commodities and resources, absolute return funds), 10% fixed income securities and 1% in cash and cash equivalents.

(b) Includes accrued receivables and pending broker settlements.

	Foreign Pension Benefits
	Quoted Prices in Active Markets for Identical Inputs (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Equity Securities:
Commingled Funds (U.K.)	$	4,521	$	0	$	0	$	4,521
Commingled Funds (International)		12,411		0		0		12,411
Total Equity Securities		16,932		0		0		16,932
Fixed-Income Securities:
Commingled Funds (U.K.)		15,733		0		0		15,733
Alternative Investments:
Hedge and Absolute Return Funds		0		0		3,324		3,324
Cash and cash equivalents		447		0		0		447
	$	33,112	$	0	$	3,324	$	36,436

The table below sets forth a summary of changes in the fair value of the Level 3 plan assets for U.S. and foreign pension plans for the year ended December 31, 2012.

	Alternative Investments
	U.S. Pension Benefits		Foreign Pension Benefits
Fair value as of January 1, 2012	$    5,940	$ 29,280	$	3,324
Acquisitions	0	0		5,191
Withdrawals	0	(1,919)		(87	)
Change in net unrealized gain	550	2,703		333
Other, primarily impact from changes in foreign currency exchange rates	0	0		270
Fair value as of December 31, 2012	$    6,490	$    30,064	$	9,031

The table below sets forth a summary of changes in the fair value of the Level 3 plan assets for U.S. and foreign pension plans for the year ended December 31, 2011.

	Alternative Investments
	U.S. Pension Benefits		Foreign Pension Benefits
Fair value as of January 1, 2011	$        5,951	$              0	$	3,211
Acquisitions	0	28,433		25
Change in net unrealized gain	(11)	847		100
Other, primarily impact from changes in foreign currency exchange rates	0	0		(12	)
Fair value as of December 31, 2011	$        5,940	$    29,280	$	3,324

Net Periodic Pension and Other Postretirement Benefit Costs

The actual return on the fair value of plan assets is included in determining the funded status of the plans. In determining net periodic pension costs, the expected long-term rate of return on the market-related value of plan assets is used. Differences between the actual return on plan assets and the expected long-term rate of return on plan assets are classified as part of unrecognized actuarial gains or losses and are recorded as a component of accumulated other comprehensive income (loss) on the consolidated balance sheet. When these gains or losses exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are amortized to net periodic pension and other postretirement costs over the average remaining service period of employees expected to receive benefits under the plans. When the gains or losses are less than 10% of the greater of the projected benefit obligation or the market-related value of plan assets, they are included in net periodic pension and other postretirement costs indirectly as a result of lower/higher interest costs arising from a decrease/increase in the projected benefit obligation.

Net periodic pension and other postretirement benefit costs include the following components for the year ended December 31:

	U.S. Pension Benefits									Foreign Pension Benefits									Other Postretirement Benefits
	2012			2011			2010			2012			2011			2010			2012		2011		2010
Service cost	$	3,943		$	3,115		$	2,868		$	0		$	0		$	0		$	804	$	643	$	482
Interest cost		8,514			8,867			8,525			2,506			2,589			2,482			919		1,020		924
Expected return on plan assets		(9,556	)		(9,658	)		(9,572	)		(2,101	)		(2,311	)		(1,885	)		0		0		0
Amortization of prior service cost		668			656			656			0			0			0			85		86		86
Amortization of actuarial loss		6,087			4,236			3,484			598			496			464			71		256		140
Net cost	$	9,656		$	7,216		$	5,961		$	1,003		$	774		$	1,061		$	1,879	$	2,005	$	1,632

Assumptions

Assumptions are reviewed on an annual basis. The expected long-term rate of return on plan assets is an estimate of average rates of earnings expected to be earned on funds invested or to be invested to provide for the benefits included in the projected benefit obligation. Since these benefits will be paid over many years, the expected long-term rate of return is reflective of current investment returns and investment returns over a longer period. Consideration is also given to target and actual asset allocations, inflation and real risk-free return. The discount rates used in determining future pension obligations and other postretirement benefits for each of the plans are based on rates of return on high-quality fixed-income investments currently available and expected to be available during the period to maturity of the pension and other postretirement benefits. High-quality fixed-income investments are defined as those investments which have received one of the two highest ratings given by a recognized rating agency with maturities of 10+ years.

The following assumptions were used to determine the benefit obligations as of December 31:

	U.S. Pension Benefits						Foreign Pension Benefits						Other Postretirement Benefits
	2012			2011			2012			2011			2012			2011
Discount rate		4.25	%		5.00	%		4.50	%		4.90	%		4.25	%		5.00	%
Weighted-average rate of increases in compensation		4.00	%		4.00	%		n/a			n/a			n/a			n/a

In addition, the assumed health care cost trend rate at December 31, 2012 for other postretirement benefits is 7% for 2013 gradually decreasing to 4.75% in 2018. In selecting rates for current and long-term health care assumptions, the Corporation considers known health care cost increases, the design of the benefit programs, the demographics of its active and retiree populations and expectations of inflation rates in the future. A one percentage point increase or decrease in the assumed health care cost trend rate would change the postretirement benefit obligation at December 31, 2012 and the annual benefit expense for 2012 by approximately $3,400 and $260, respectively.

The following assumptions were used to determine net periodic pension and other postretirement benefit costs for the year ended December 31:

	U.S. Pension Benefits							Foreign Pension Benefits									Other Postretirement Benefits
	2012			2011			2010	2012			2011			2010			2012			2011			2010
Discount rate		5.00	%		5.75	%	6.00%		4.90	%		5.40	%		5.80	%		5.00	%		5.75	%		6.00	%
Expected long-term rate of return on plan assets		8.00	%		8.00	%	8.00%		5.61	%		6.39	%		6.00	%		n/a			n/a			n/a
Weighted-average rate of increases in compensation		4.00	%		4.00	%	4.00%		n/a			n/a			n/a			n/a			n/a			n/a