RETIREMENT AND DEFERRED COMPENSATION PLAN

12 Months Ended

Dec. 31, 2011

RETIREMENT AND DEFERRED COMPENSATION PLAN

RETIREMENT AND DEFERRED COMPENSATION PLAN

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
	2011			2010			2011			2010
Change in benefit obligation:
Benefit obligation at beginning of year	$	86,186		$	71,666		$	46,673		$	45,330
Service cost		5,436			4,675			2,018			1,677
Interest cost		4,504			4,106			2,518			2,369
Plan amendments		—			—			—			193
Curtailment/Settlement		—			—			(1,052	)		—
Actuarial loss		18,873			8,484			1,984			2,703
Benefits paid		(3,052	)		(2,745	)		(1,509	)		(3,096	)
Foreign currency translation adjustment		—			—			(1,878	)		(2,503	)
Benefit obligation at end of year	$	111,947		$	86,186		$	48,754		$	46,673

	Domestic Plans						Foreign Plans
	2011			2010			2011			2010
Change in plan assets:
Fair value of plan assets at beginning of year	$	60,442		$	49,247		$	38,383		$	33,793
Actual return on plan assets		(1,141	)		6,169			(310	)		813
Employer contribution		12,288			7,771			5,478			8,659
Settlements		—			—			(1,052	)		—
Benefits paid		(3,052	)		(2,745	)		(1,509	)		(3,096	)
Foreign currency translation adjustment		—			—			(1,155	)		(1,786	)
Fair value of plan assets at end of year	$	68,537		$	60,442		$	39,835		$	38,383
Funded status at end of year	$	(43,410	)	$	(25,744	)	$	(8,919	)	$	(8,290	)

        The following table presents the funded status amounts recognized in the Company's Consolidated Balance Sheets as of December 31, 2011 and 2010.

	Domestic Plans						Foreign Plans
	2011			2010			2011			2010
Current liabilities	$	(1,053	)	$	(205	)	$	(78	)	$	(532	)
Non-current liabilities		(42,357	)		(25,539	)		(8,840	)		(7,758	)
	$	(43,410	)	$	(25,744	)	$	(8,918	)	$	(8,290	)

        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, 2011 and 2010.

	Domestic Plans						Foreign Plans
	2011			2010			2011			2010
Net actuarial loss	$	46,428		$	23,299		$	11,434		$	8,509
Net prior service cost		7			12			4,518			5,014
Tax effects		(17,414	)		(8,742	)		(5,066	)		(4,256	)
	$	29,021		$	14,569		$	10,886		$	9,267

        Changes in benefit obligations and plan assets recognized in other comprehensive income in 2011 are as follows:

	Domestic Plans			Foreign Plans
Current year actuarial loss	$	(24,782	)	$	(3,903	)
Amortization of loss		1,652			836
Amortization of prior service cost		4			455
	$	(23,126	)	$	(2,612	)

        The following table presents the amounts in accumulated other comprehensive loss as of December 31, 2011 expected to be recognized as components of periodic benefit cost in 2012.

	Domestic Plans		Foreign Plans
Amortization of net loss	$	3,396	$	477
Amortization of prior service cost		4		363
	$	3,400	$	840

Components of net periodic benefit cost:

	Domestic Plans
	2011			2010			2009
Service cost	$	5,436		$	4,675		$	4,363
Interest cost		4,504			4,106			3,820
Expected return on plan assets		(4,790	)		(4,037	)		(3,726	)
Amortization of net loss		1,652			628			239
Amortization of prior service cost		4			4			4
Net periodic benefit cost	$	6,806		$	5,376		$	4,700
Settlement		—			—			146
Total Net periodic benefit cost	$	6,806		$	5,376		$	4,846

	Foreign Plans
	2011			2010			2009
Service cost	$	2,018		$	1,677		$	1,766
Interest cost		2,518			2,369			2,503
Expected return on plan assets		(1,753	)		(1,414	)		(980	)
Amortization of net loss		836			255			625
Amortization of prior service cost		455			359			376
Net periodic benefit cost	$	4,074		$	3,246		$	4,290
Curtailment		—			—			(105	)
Total Net periodic benefit cost	$	4,074		$	3,246		$	4,185

        The accumulated benefit obligation ("ABO") for the Company's domestic defined benefit pension plans was $99.1 million and $75.7 million at December 31, 2011 and 2010, respectively. The accumulated benefit obligation for the Company's foreign defined benefit pension plans was $40.5 million and $38.8 million at December 31, 2011 and 2010, 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, 2011 and 2010.

	Domestic Plans				Foreign Plans
	2011		2010		2011		2010
Projected benefit obligation	$	111,947	$	86,186	$	32,896	$	17,940
Accumulated benefit obligation		99,091		75,743		25,064		17,308
Fair value of plan assets		68,537		60,442		24,280		16,357

        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, 2011 and 2010.

	Domestic Plans				Foreign Plans
	2011		2010		2011		2010
Projected benefit obligation	$	111,947	$	86,186	$	34,104	$	44,469
Accumulated benefit obligation		99,091		75,743		25,923		36,550
Fair value of plan assets		68,537		60,442		25,140		36,179

Assumptions:

	Domestic Plans				Foreign Plans
	2011		2010		2011		2010
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		4.40%		5.40%		5.10%		5.15%
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		5.40%		5.90%		5.15%		5.55%
Expected long-term return on plan assets		7.00%		7.00%		4.40%		4.55%
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 2012 net periodic benefit cost, the Company expects to use the December 31, 2011 discount rates, rates of compensation increase assumptions and the expected long-term returns on domestic and foreign plan assets used in 2011.

        The Company's domestic and foreign pension plan weighted-average asset allocations at December 31, 2011 and 2010 by asset category are as follows:

Plan Assets:

	Domestic Plans Assets at December 31,				Foreign Plans Assets at December 31,
	2011		2010		2011		2010
Equity securities		60%		61%		—		—
Fixed income securities		32%		29%		12%		—
Infrastructure		8%		9%		—		—
Money market		—		1%		15%		52%
Investment Funds		—		—		73%		48%
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 2012 is 60% equity securities and 40% fixed income securities and infrastructure. The foreign plan target allocation for 2012 is 83% investment funds, 13% 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, 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		—		—		—		—		—		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 (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	$	—

	Domestic Fair Value Measurement at December 31, 2010								Foreign Fair Value Measurement at December 31, 2010
(In Thousands $)	Total		(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)
Cash and Short Term Securities (a)	$	497	$	497	$	—	$	—	$	19,925	$	19,925	$	—	$	—
USD		—		497		—		—		—		7,324		—		—
EUR		—		—		—		—		—		12,601		—		—
Equity Securities (a)	$	31,469	$	31,469		—		—		—		—		—		—
US Large Cap Equities		—		12,419		—		—		—		—		—		—
US Small Cap Equities		—		10,166		—		—		—		—		—		—
International Equities		—		8,884		—		—		—		—		—		—
Core Fixed Income (a)	$	17,496	$	17,496		—		—		—		—		—		—
Hedge Fund (c)	$	5,508		—		—	$	5,508		—		—		—		—
Investment Funds		—		—		—		—	$	18,458	$	3,542	$	14,916		—
Mutual Funds in Equities (a)		—		—		—		—		—		3,542		—		—
Mutual Funds Diversified (b)		—		—		—		—		—		—		14,916		—
Infrastructure (c)	$	5,472		—		—	$	5,472		—		—		—		—
Total Investments	$	60,442	$	49,462	$	—	$	10,980	$	38,383	$	23,467	$	14,916	$	—

(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, 2011.

	Infrastructure Fund			Hedge Fund
Balance, 12/31/09	$	4,567		$	—
Purchases, sales and settlements, net		1,000			5,500
Return on assets held		92			8
Admin fees and other		(187	)		—
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

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 $12.3 million to its domestic defined benefit plans in 2011 and although the Company has no minimum funding requirement for 2012, we plan to contribute approximately $12.0 million in 2012. 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 $5.5 million to its foreign defined benefit plan in 2011 and expects to contribute approximately $3.8 million in 2012.

ESTIMATED FUTURE BENEFIT PAYMENTS

 As of December 31, 2011, 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
2012	$	6,607	$	1,768
2013		7,160		1,625
2014		6,702		1,708
2015		6,492		2,165
2016		6,999		2,897
2017 – 2021		46,407		17,451

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 $4.3 million and $3.9 million at December 31, 2011 and 2010, 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, 2011, 2010 and 2009, total contributions made by the Company to these plans were approximately $2.4 million, $2.1 million and $2.2 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, 2011, 2010 and 2009, total contributions made by the Company to these plans were approximately $1.9 million, $1.7 million and $1.8 million, respectively.

        The Company has no additional postretirement or postemployment benefit plans.