(9) Retirement Benefits

The Company has a qualified noncontributory pension plan covering substantially all U.S. employees. The benefits provided by this plan are measured by length of service, compensation and other factors, and are currently funded by trusts established under the plan. Funding of retirement costs for the plan complies with the minimum funding requirements specified by the Employee Retirement Income Security Act, as amended. As of December 31, 2011, the qualified noncontributory pension plan was closed to new participants. In addition, the Company has two unfunded non-qualified deferred compensation pension plans for certain U.S. employees. The Pension Restoration Plan provides supplemental retirement benefits. The benefit is based on the same benefit formula as the qualified pension plan except that it does not limit the amount of a participant's compensation or maximum benefit. The Supplemental Executive Retirement Plan credits an individual with 0.5 years of service for each year of service credited under the qualified plan. The benefits calculated under the non-qualified pension plans are offset by the participant's benefit payable under the qualified plan. The liabilities for the non-qualified deferred compensation pensions plans are included in "Other current accrued liabilities" and "Other liabilities" in the Consolidated Balance Sheet.

The Company is also required by the French government to provide a lump sum benefit payable upon retirement to its French employees. A dedicated insurance policy is in place that can reimburse the Company for these retirement payments.

The Company sponsors two defined benefit postretirement plans that cover both salaried and hourly employees. One plan provides medical benefits, and the other plan provides life insurance benefits. Both plans are contributory, with retiree contributions adjusted periodically. The Company accrues the estimated costs of the plans over the employee's service periods. The Company's postretirement health care plan is unfunded. For measurement purposes, the submitted claims medical trend was assumed to be 9.25% in 1997. Thereafter, the Company's obligation is fixed at the amount of the Company's contribution for 1997.

The Company also has qualified defined contribution retirement plans covering substantially all of its U.S. and Canadian employees. For U.S. salaried employees, the Company makes contributions of 75% of employee contributions up to a maximum employee contribution of 6% of employee earnings. For U.S. hourly employees, the Company made contributions of 75% of employee contributions from January 1, 2011 through September 30, 2011and then 100% of employee contributions thereafter up to a maximum employee contribution of 6% of employee earnings. The plan was amended to include the change for U.S. hourly employees on October 1, 2011. Employees may contribute up to an additional 18% (in 1% increments), which is not subject to matching by the Company. For Canadian employees, the Company makes contributions of 3%-8% of an employee's salary with no individual employee matching required. All obligations of the Company are funded through December 31, 2011. In addition, the Company provides an unfunded non-qualified deferred compensation defined contribution plan for certain U.S. employees. The Company's and individual's contributions are based on the same formula as the qualified contribution plan except that it does not limit the amount of a participant's compensation or maximum benefit. The contribution calculated under the non-qualified defined contribution plan is offset by the Company's and participant's contributions under the qualified plan. The Company's expense for these plans totaled $4.6 million, $3.8 million and $3.3 million in the years ended December 31, 2011, 2010 and 2009, respectively. The liability for the non-qualified deferred defined contribution plan is included in "Other current accrued liabilities" in the Consolidated Balance Sheet.

Obligations and Funded Status

At December 31

	Pension Benefits						Other Benefits
(Thousands of dollars)	2011			2010			2011			2010

Changes in benefit obligation

Benefit obligation at beginning of year	$	227,259		$	208,747		$	6,961		$	8,486

Service cost		6,881			5,655			129			92
Interest cost		11,842			11,584			347			350
Plan participants' contributions		-			-			646			770
Actuarial loss (gain)		48,250			11,116			673			(1,325	)
Benefits paid		(10,333	)		(9,767	)		(862	)		(1,412	)
Other		(33	)		(76	)

Benefit obligation at end of year		283,866			227,259			7,894			6,961

Change in plan assets


Fair value of plan assets at beginning of year		205,054			192,630			-			-
Actual return on plan assets		(4,595	)		21,896			-			-
Employer contributions		441			339			216			642
Plan participants' contributions		-			-			646			770
Benefits paid		(10,333	)		(9,767	)		(862	)		(1,412	)
Other		(20	)		(44	)		-			-

Fair value of plan assets at end of year		190,547			205,054			-			-

Unfunded status at end of year	$	(93,319	)	$	(22,205	)	$	(7,894	)	$	(6,961	)

Amounts recognized in the balance sheet consist of:

	Pension Benefits						Other Benefits
(Thousands of dollars)	2011			2010			2011			2010

Other current accrued liabilities	$	(383	)	$	(354	)	$	(379	)	$	(508	)
Postretirement benefits		-			-			(7,515	)		(6,453	)
Other long-term liabilities		(92,936	)		(21,851	)		-			-
	$	(93,319	)	$	(22,205	)	$	(7,894	)	$	(6,961	)

Amounts recognized in accumulated other comprehensive income consist of:

	Pension Benefits				Other Benefits
(Thousands of dollars)	2011		2010		2011			2010

Prior service cost	$	3,247	$	3,872	$	245		$	284
Net loss (gain)		78,238		39,500		(1,320	)		(1,933	)
	$	81,485	$	43,372	$	(1,075	)	$	(1,649	)

The accumulated benefit obligation for all defined benefit pension plans was $268.3 million and $211.7 million at December 31, 2011, and 2010, respectively.

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income

	Pension Benefits									Other Benefits
(Thousands of dollars)	2011			2010			2009			2011			2010			2009

Net Periodic Benefit Cost

Service cost	$	6,881		$	5,654		$	4,769		$	129		$	92		$	145
Interest cost		11,842			11,585			11,970			346			350			503
Expected return on plan assets		(13,564	)		(12,752	)		(12,285	)		-			-			-
Amortization of prior service cost		946			785			795			51			51			54
Amortization of net (gain) loss		3,917			3,712			4,566			(223	)		(291	)		(217	)
Curtailment		-			-			1,542			-			-			(145	)

Net periodic benefit cost (income)	$	10,022		$	8,984		$	11,357		$	303		$	202		$	340

The estimated net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $8.8 million and $0.9 million, respectively. The estimated net gain and prior service cost for the defined benefit postretirement plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $0.2 million and $0.1 million, respectively.

Additional Information

Assumptions

Weighted-average assumptions used to determine benefit obligations at December 31

	Pension Benefits						Other Benefits
	2011			2010			2011			2010

Discount rate		4.09% - 4.19	%		5.19% - 5.26	%		4.05	%		4.97	%
Rate of compensation increase		4.90	%		5.12% - 5.21	%		N/A			N/A

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31

	Pension Benefits									Other Benefits
	2011			2010			2009			2011			2010			2009

Discount rate		5.19% - 5.26	%		5.26% - 5.80	%		6.00% - 6.40	%		4.97	%		5.58	%		6.25	%
Expected long-term return on plan assets		6.80	%		6.80	%		7.30	%		N/A			N/A			N/A
Rate of compensation increase		4.90	%		5.12	%		4.50	%		N/A			N/A			N/A

For 2011, the Company assumed a long-term asset rate of return of 6.8%. In developing the 6.8% expected long-term rate of return assumption, the Company evaluated input from its third-party pension plan asset manager, including their review of asset class return expectations and long-term inflation assumptions. The Company also considered its historical 10-year and 15-year compounded return (period ended December 31, 2010), which were in-line to higher than the Company's long-term rate of return assumption, and analyzed expected long-term rate of return projections by asset class.

Plan Assets

The Company's qualified pension plan assets at December 31, 2011 are as follows:

Fair Value Measurements at December 31, 2011 (in thousands)

Asset Category	Total		Quoted Prices in Active markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	3,661	$	3,661
Equity securities:
Common stock		49,234		49,234
International stock - commingled funds (a)		28,391			$	28,391
International stock - mutual fund		8,465		8,465
Fixed income securities:
U.S. Treasuries		14,055		14,055
Mortgage-backed securities		6,953				6,953
Collateralized mortgage obligations		2,156					2156
Corporate bonds (b)		20,698				20,698
Other types of investments:
Equity long/short hedge funds (c)		35,288					$	35,288
Insurance policy (d)		645						645
Real Estate (e)		21,001						21,001

Total	$	190,547	$	75,415	$	56,042	$	59,090

(a)

This category represents International Equity Commingled Funds which invests in international stocks. The benchmark is the MSCI EAFE Index.

(b)

This category represents investment grade bonds of U.S. issuers from diverse industries.

(c)

This category includes hedge funds that invest both long and short in primarily U.S. common stocks. Management of the hedge funds has the ability to shift investments from value to growth strategies, from small to large capitalization stocks, and from a net long position to a net short position; however it is expected that the equity long/short hedge funds will have a net long position.

(d)

This category includes a private insurance policy used for French retirement benefits.

(e)

This category includes a RREEF America II Fund and Black Rock Granite Properties which consists of commingled private real estate.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

	Equity Long/Short Hedge Funds			Real Estate		Insurance Contracts		Collateralized Morgage Obligations	Total

Beginning balance at December 31, 2010	$	36,305		$	13,663	$	643		$	50,611

Actual return on plan assets:
Relating to assets still held at the reporting date		(1,017	)		1,338					(321	)
Relating to assets sold during the period										-
Purchases, sales, and settlements					6,000					6,000
Other							2	2,156		2,158
Transfers in and/or out of Level 3										-

Ending balance at December 31, 2011	$	35,288		$	21,001	$	645	2,156	$	59,090

The Company invests in a diversified portfolio consisting of an array of assets classes that attempts to maximize returns while minimizing volatility. These asset classes include U.S. domestic equities, developed market equities, international equities, fixed income, real estate and hedged investments. Fixed income securities include medium-term government notes, corporate bonds and highly-rated mortgage-backed securities and collateralized mortgage obligations. Real estate primarily includes REIT investments focused on U.S. commercial warehouses. Hedged investments are primarily concentrated in funds focused on long/short investment strategies.

Equity Long/Short Hedge Funds

Hedge fund-of-funds are based on daily closing or institutional evaluation prices of underlying securities consistent with industry practices.

Real Estate

Real estate securities are valued based on recent market appraisals of underlying property as well as valuation methodologies to determine the most probable cash price in a competitive market.

Insurance Contracts

Insurance contracts are valued based upon underlying securities consistent with industry practices.

No equity or debt securities of the Company were held by the plan at December 31, 2011 or 2010.

The unqualified pension plans and the postretirement benefit plan of the Company are unfunded and thus had no plan assets as of December 31, 2011 and 2010.

Contributions

The Company expects to make contributions of between $16.0 million and $20.0 million to the pension plans and $0.5 million to the postretirement plan, in 2011.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the fiscal years ending:

	Pension		Other
(Thousands of dollars)	Benefits		Benefits

2012	$	11,862	$	457
2013		12,504		477
2014		13,338		490
2015		14,174		506
2016		14,990		519
2017 - 2021		86,672		2,649

The following table illustrates the related tax effect allocated to each component of other comprehensive income:

Statement of Comprehensive Income

	Pre-Tax			Tax (Expense)/			Net
(Thousands of dollars)	Amount			Benefit			Amount
Year ended December 31, 2009

Foreign currency translation adjustments	$	3,525		$	-		$	3,525

Defined benefit pension plans:
Amortization of net prior service cost		795			(293	)		502
Amortization of net loss		4,566			(1,682	)		2,884
Net loss arising during period		(1,717	)		632			(1,085	)
Other		2,678			(986	)		1,692
Total defined benefit pension plans		6,322			(2,329	)		3,993

Defined benefit postretirement plans:
Amortization of net prior service cost		54			(20	)		34
Amortization of net gain		(217	)		80			(137	)
Net loss arising during period		(471	)		174			(297	)
Net prior service cost		(640	)		235			(405	)
Other		96			(35	)		61
Total defined benefit postretirement plans		(1,178	)		434			(744	)

Other comprehensive income	$	8,669		$	(1,895	)	$	6,774

Year ended December 31, 2010

Foreign currency translation adjustments	$	(960	)	$	-		$	(960	)

Defined benefit pension plans:
Amortization of net prior service cost		785			(290	)		495
Amortization of net loss		3,712			(1,371	)		2,341
Net loss arising during period		(2,030	)		750			(1,280	)
Total defined benefit pension plans		2,467			(911	)		1,556

Defined benefit postretirement plans:
Amortization of net prior service cost		51			(19	)		32
Amortization of net gain		(291	)		108			(183	)
Net loss arising during period		1,325			(490	)		835
Total defined benefit postretirement plans		1,085			(401	)		684

Other comprehensive income	$	2,592		$	(1,312	)	$	1,280

Year ended December 31, 2011

Foreign currency translation adjustments	$	(3,316	)	$	-		$	(3,316	)

Defined benefit pension plans:
Amortization of net prior service cost		946			(350	)		596
Amortization of net loss		3,917			(1,449	)		2,468
Net loss arising during period		(65,879	)		24,374			(41,505	)
Total defined benefit pension plans		(61,016	)		22,575			(38,441	)

Defined benefit postretirement plans:
Amortization of net prior service cost		51			(19	)		32
Amortization of net gain		(223	)		83			(140	)
Net loss arising during period		(673	)		248			(425	)
Total defined benefit postretirement plans		(845	)		312			(533	)

Other comprehensive income	$	(65,177	)	$	22,887		$	(42,290	)

The following table illustrates the balances of accumulated other comprehensive income:

				Defined			Defined			Accumulated
	Foreign			Benefit			Benefit			Other
	Currency			Pension			Postretirement			Comprehensive
(Thousands of dollars)	Translation			Plans			Plans			Loss

Balance, Dec. 31, 2009	$	6,037		$	(44,928	)	$	965		$	(37,926	)

Current-period change		(960	)		1,556			684			1,280

Balance, Dec. 31, 2010		5,077			(43,372	)		1,649			(36,646	)

Current-period change		(3,316	)		(38,441	)		(533	)		(42,290	)

Balance, Dec. 31, 2011	$	1,761		$	(81,813	)	$	1,116		$	(78,936	)