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

The defined benefit plans generally provide benefits based upon years of service and compensation. The plans are funded except for a domestic non-qualified pension plan for certain key employees and certain foreign plans. The 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,
	2012			2011
Change in benefit obligations
Benefit obligations at beginning of year	$	991,979		$	851,948
Service cost	21,538			17,331
Interest cost	41,584			44,161
Plan participants' contributions	334			365
Plan amendments	(3,681		)	—
Actuarial loss	70,015			121,800
Benefits paid	(86,722		)	(40,345		)
Settlement/curtailment	(3,946		)	(2,434		)
Currency translation	2,624			(847		)
Benefit obligations at end of year	1,033,725			991,979

Change in plan assets
Fair value of plan assets at beginning of year	749,456			726,474
Actual return on plan assets	83,156			29,470
Employer contributions	68,029			33,994
Plan participants' contributions	334			365
Benefits paid	(85,238		)	(37,960		)
Settlement	(3,798		)	(2,415		)
Currency translation	1,958			(472		)
Fair value of plan assets at end of year	813,897			749,456

Funded status at end of year	(219,828		)	(242,523		)
Unrecognized actuarial net loss	422,042			408,474
Unrecognized prior service cost	(4,101		)	(515		)
Unrecognized transition assets, net	26			41
Net amount recognized	$	198,139		$	165,477

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. Increased benefits paid primarily reflect the disbursements related to deferred vested participants taking lump sum payment options.

The after-tax amounts of unrecognized actuarial net loss, prior service costs and transition assets included in Accumulated other comprehensive loss at December 31, 2012 were $264,514, $(2,690) and $20, respectively. The actuarial loss represents changes in the estimated obligation not yet recognized in the Consolidated Income Statement. Actuarial losses arising during 2012 are primarily attributable to a lower discount rate. 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 2013 are $32,314, $(615) and $4, respectively.

Amounts Recognized in Consolidated Balance Sheets



	December 31,
	2012			2011
Accrued pension liability, current	$	(3,639	)	$	(10,348	)
Accrued pension liability, long-term	(216,189		)	(232,175		)
Accumulated other comprehensive loss, excluding tax effects	417,967			408,000
Net amount recognized in the balance sheets	$	198,139		$	165,477

Components of Pension Cost for Defined Benefit Plans



	Year Ended December 31,
	2012			2011			2010
Service cost	$	21,538		$	17,331		$	15,371
Interest cost	41,584			44,161			42,730
Expected return on plan assets	(58,754		)	(57,405		)	(50,424		)
Amortization of prior service cost	(90		)	(62		)	(44		)
Amortization of net loss	31,085			21,816			20,830
Settlement/curtailment loss	895			529			660
Pension cost for defined benefit plans	$	36,258		$	26,370		$	29,123

Pension costs in 2012 for the Company's defined benefit plans increased as a result of an increase in amortization of net loss and settlement loss partially offset by an increase in expected return on plan assets. The higher settlement loss includes a charge of $742 related to the rationalization of the Company's Australia manufacturing operations.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets



	December 31,
	2012		2011
U.S. pension plans
Projected benefit obligation	$	956,837	$	921,469
Accumulated benefit obligation	905,541		883,157
Fair value of plan assets	755,491		696,802
Non-U.S. pension plans
Projected benefit obligation	$	76,884	$	70,507
Accumulated benefit obligation	70,492		66,332
Fair value of plan assets	58,403		52,652

The total accumulated benefit obligation for all plans was $976,033 as of December 31, 2012 and $949,489 as of December 31, 2011.

Contributions to Plans

The Company expects to contribute approximately $103,000 to its defined benefit plans in the United States in 2013. The actual amounts to be contributed in 2013 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
2013	$	53,513
2014	61,080
2015	62,051
2016	58,608
2017	62,361
2018 through 2022	311,135

Assumptions

Weighted average assumptions used to measure the benefit obligation for the Company's significant defined benefit plans as of December 31, 2012 and 2011 were as follows:



	December 31,
	2012		2011
Discount rate	3.8	%	4.2	%
Rate of increase in compensation	4.0	%	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, 2012 were as follows:



	December 31,
	2012		2011		2010
Discount rate	4.2	%	5.3	%	5.8	%
Rate of increase in compensation	4.0	%	4.0	%	4.0	%
Expected return on plan assets	7.7	%	7.9	%	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, 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 (1)	$	107,763	$	—	$	—	$	107,763
Cash and cash equivalents	5,170		—		—		5,170
Corporate and other obligations (2)	—		412		—		412
Common trusts and 103-12 investments (3)	—		673,469		—		673,469
Private equity funds (4)	—		—		27,083		27,083
Total assets at fair value	$	112,933	$	673,881	$	27,083	$	813,897

The following table sets forth, by level within the fair value hierarchy, the pension plans' assets as of December 31, 2011:



	Pension Plans' Assets at Fair Value as of December 31, 2011
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Corporate stock (1)	$	94,407	$	—	$	—	$	94,407
Cash and cash equivalents	1,582		—		—		1,582
Insurance company nonpooled separate account (5)
Cash and cash equivalents	—		15,371		—		15,371
Corporate and other obligations	—		8,288		650		8,938
Common trusts and 103-12 investments (3)	—		611,361		—		611,361
Private equity funds (4)	—		—		17,797		17,797
Total assets at fair value	$	95,989	$	635,020	$	18,447	$	749,456

_______________________________________________________________________________


(1)	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.


(2)	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.

(3)

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 represent 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.

(4)

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.

(5)

The insurance company nonpooled separate account is focused on capital preservation and invests in fixed-income securities and money market instruments. The account is composed of publicly traded and privately held corporate bonds, money market and mortgage backed assets. Publicly traded bonds, money market and mortgage backed securities are valued at the closing market price on the reporting date. Privately held bonds are valued at fair value as determined by the fund directors and general partners.

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, 2012:



	Insurance Company Nonpooled Separate Account			Private Equity Funds		Total
Balance at the beginning of year	$	650		$	17,797	$	18,447
Purchases, sales, issuances and settlements	(650		)	7,318		6,668
Realized and unrealized gains	—			1,968		1,968
Balance at the end of year	$	—		$	27,083	$	27,083
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	$	—		$	1,135	$	1,135

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 $2,254, $2,110 and $2,118 in 2012, 2011 and 2010, respectively. The projected benefit obligation associated with this plan is also included in the pension disclosure shown above and was $25,646, $23,930 and $21,412 at December 31, 2012, 2011 and 2010, 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 $9,405, $8,478 and $7,039 in 2012, 2011 and 2010, 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 $972, $966 and $1,052 in 2012, 2011 and 2010, 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.