Retirement and Pension Plans

12 Months Ended

May 29, 2011

Retirement and Pension Plans

Retirement and Pension Plans

Note 12. Retirement and Pension Plans

The annual expense for all retirement and pension plans was as follows:

(In Millions)	2011		2010		2009
Salary deferral 401(k) plan	$	13.0	$	13.3	$	16.5
Non-U.S. pension and retirement plans	$	16.0	$	16.5	$	10.1

U.S. Plans

Our retirement and savings program for U.S. employees consists of a salary deferral 401(k) plan. The salary deferral 401(k) plan allows employees to defer up to 30 percent of their salaries, subject to certain limitations, with partially matching company contributions. To encourage employee participation, we make a matching contribution of 150 percent of the employee's contribution to the 401(k) plan, up to the first 4 percent of the employee's eligible salary. Contributions are invested in one or more of thirty investment funds at the discretion of the employee. One of the investment funds is a stock fund in which contributions are invested in National common stock at the discretion of the employee. 401(k) investments made by the employee in National common stock may be sold at any time at the employee's direction. Although we have reserved 10,000,000 shares of common stock for issuance to the stock fund, shares purchased to date with contributions have been purchased on the open market and we have not issued any stock directly to the stock fund.

               We also have a deferred compensation plan, which allows highly compensated employees (as defined by IRS regulations) to defer greater percentages of compensation than would otherwise be permitted under the salary deferral 401(k) plan and IRS regulations. The deferred compensation plan is a non-qualified plan of deferred compensation maintained in a rabbi trust. Participants can direct the investment of their deferred compensation plan accounts in the same investment funds offered by the 401(k) plan.

International Plans

Certain of our international subsidiaries have varying types of defined benefit pension and retirement plans that comply with local statutes and practices.

               We maintain defined benefit pension plans in the U.K., Germany and Taiwan that cover all eligible employees within each respective country. Pension plan benefits are based primarily on participants' compensation and years of service credited as specified under the terms of each country's plan. The funding policy is consistent with the local requirements of each country. We may also voluntarily fund additional annual contributions as determined by management.

               Beginning in fiscal 2009, we adopted the provisions of ASC Topic 715, "Compensation – Retirement Benefits," that requires the measurement date of a plan's funded status to be the same as the company's fiscal year-end. As a result, the measurement date of February 28 for one of our plans was changed to May 31. In lieu of remeasuring plan assets and benefit obligations as of the beginning of fiscal 2009 and using those new measurements to determine the effect of the measurement date change, we used the alternative approach permitted by GAAP. Under the alternative approach, the measurement of plan assets and benefit obligations determined as of February 28, 2008 were used to estimate the effect of the measurement date change. As a result, the net periodic pension cost for the 15-month period from February 28, 2008 to May 31, 2009 was allocated proportionately between amounts to be recognized as an adjustment of retained earnings for the portion of the 15-month period in fiscal 2008 and net periodic pension cost for the remaining portion in fiscal 2009. As a result, we recorded an adjustment of $0.6 million to retained earnings representing the effect of the change in measurement date for this plan.

               Plan assets of the funded defined benefit pension plans are invested in funds held by third-party fund managers or are deposited into government-managed accounts in which we are not actively involved with and have no control over investment strategy. Two of the plans are self-funded plans. The plan assets held by third-parties consist primarily of U.S. and foreign equity securities, bonds and cash. The fund manager monitors the fund's asset allocation within the guidelines established by the plan's Board of Trustees. In line with plan investment objectives and consultation with company management, the Trustees set an allocation benchmark among equity, bond and other assets based on the relative weighting of overall international market indices. The overall investment objectives of the plan are 1) the acquisition of suitable assets of appropriate liquidity which will generate income and capital growth to meet current and future plan benefits, 2) to limit the risk of the assets failing to meet the long term liabilities of the plan and 3) to minimize the long term costs of the plan by maximizing the return on the assets. Performance is regularly evaluated by the Trustees and is based on actual returns achieved by the fund manager relative to its benchmark. The expected long-term rate of return for plan assets is based on analysis of historical data and future expectations relevant to the investments and consistency with the assumed rate of inflation implicit in the market.

               The following table presents target allocation percentages and the fiscal year end percentage for each major category of plan assets:

	2011						2010
Asset Category	Target Allocation			Actual Allocation			Target Allocation			Actual Allocation
Equities		67	%		55	%		68	%		59	%
Bonds		24	%		27	%		23	%		26	%
Cash		-			5	%		-			8	%
Other		9	%		13	%		9	%		7	%
Total		100	%		100	%		100	%		100	%

               The following table presents the fair value of plan assets by major categories using the same three-level hierarchy described in Note 2:

(In Millions)		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Balances at May 29, 2011:
Cash and cash equivalents		$	12.4	$	-	$	-	$	12.4
Equities:
	Global equity funds		-		151.3		-		151.3
Fixed income:
	Global bond funds		-		68.9		-		68.9
	Non-U.S. government bonds		3.3		-		-		3.3
Diversified growth funds			-		16.7		-		16.7
Real estate funds			-		-		8.5		8.5
Other			0.8		10.1		-		10.9
Total assets measured at fair value		$	16.5	$	247.0	$	8.5	$	272.0
Balances at May 30, 2010:
Cash and cash equivalents		$	16.8	$	-	$	-	$	16.8
Equities:
	Global equity funds		0.7		113.9		-		114.6
	Insurance contracts		-		-		12.5		12.5
Fixed income:
	Global bond funds		-		46.5		-		46.5
	Non-U.S. government bonds		9.6		-		-		9.6
Other			1.3		15.3		-		16.6
Total assets measured at fair value		$	28.4	$	175.7	$	12.5	$	216.6

               For all of our plans the discount rates represent the rates at which benefits could have been settled at the measurement date and were determined based on an analysis of the investment returns underlying annuity contracts, or alternatively the rates of return currently available on high quality fixed interest investments for liability durations that match the timing and amount of the expected benefit payments. The source data used to determine the discount rates for the U.K. and Germany plans are based on the published iBoxx index of AA bond yields for durations of over 15 years. The yields at the plans' measurement dates were approximately 5.33 to 5.80 percent. While no formal liability cash flow projections were made for these plans, the mean term of their liabilities was determined for assessing appropriate bond durations. Our plan in Taiwan is not material.

               Net annual periodic pension cost of these non-U.S. defined benefit pension plans is presented in the following table:

(In Millions)	2011			2010			2009
Service cost of benefits earned during the year	$	3.5		$	2.8		$	3.2
Plan participant contributions		(0.7	)		(0.8	)		(0.8	)
Interest cost on projected benefit obligation		16.4			15.5			15.0
Expected return on plan assets		(16.8	)		(13.3	)		(16.8	)
Net amortization and deferral		6.2			5.4			2.9
Net periodic pension cost	$	8.6		$	9.6		$	3.5

               Changes in the benefit obligations and plan assets are presented in the following table:

(In Millions)		2011			2010
PROJECTED BENEFIT OBLIGATION
Beginning balance		$	283.9		$	252.5
	Service cost		3.5			2.8
	Interest cost		16.4			15.5
	Benefits paid		(5.2	)		(6.7	)
	Actuarial (gain) loss		(10.0	)		53.8
	Exchange rate adjustment		41.1			(34.0	)
Ending balance		$	329.7		$	283.9
PLAN ASSETS AT FAIR VALUE
Beginning balance		$	216.6		$	199.8
	Actual return on plan assets		20.0			41.9
	Company contributions		6.6			6.8
	Plan participant contributions		0.7			0.8
	Benefits paid		(4.5	)		(6.7	)
	Exchange rate adjustment		32.6			(26.0	)
Ending balance		$	272.0		$	216.6
FUNDED STATUS – BENEFIT OBLIGATION IN EXCESS OF PLAN ASSETS
Fiscal year end balance		$	57.7		$	67.3
ACCUMULATED BENEFIT OBLIGATION
Fiscal year end balance		$	327.5		$	282.8

               Amounts recognized in the consolidated balance sheets:

(In Millions)	2011			2010
Other non-current liabilities	$	57.7		$	67.3
Accumulated other comprehensive loss	$	(124.5	)	$	(131.9	)

               Amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic pension cost:

(In Millions)	2011			2010
Transition asset	$	1.0		$	1.1
Actuarial loss		(125.5	)		(133.0	)
	$	(124.5	)	$	(131.9	)

               The net periodic pension cost and projected benefit obligations were determined using the following assumptions:

	2011	2010	2009
NET PERIODIC PENSION COST
Discount rate	2.1%-5.5%	2.3%-6.5%	2.8%-6.2%
Rate of increase in compensation levels	1.0%-3.0%	0.0%-3.0%	1.8%-3.8%
Expected long-term return on assets	1.5%-7.5%	1.5%-7.5%	3.0%-7.5%
PROJECTED BENEFIT OBLIGATIONS
Discount rate	2.0%-5.8%	2.1%-5.5%	2.3%-6.5%
Rate of increase in compensation levels	2.0%-3.0%	1.0%-3.0%	1.0%-3.5%

               Total contributions paid to these plans were $6.6 million in fiscal 2011, $6.8 million in fiscal 2010 and $15.4 million in fiscal 2009. We currently expect contributions to total approximately $5.9 million in fiscal 2012. This amount excludes any voluntary contribution, which is yet to be determined by management.

               The following table presents the total expected benefits to be paid to plan participants for the next ten fiscal years as determined based on the same assumptions used to measure the benefit obligation at May 29, 2011:

Fiscal year:	(In Millions)
2012	$	5.9
2013		6.3
2014		6.5
2015		6.9
2016		7.4
2017-2021		44.7
Total	$	77.7

               Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic pension cost over the next fiscal year:

	(In Millions)
Amortization of net transition asset	$	(0.2	)
Amortization of net loss	$	6.1