Note 15 - Employee benefit plans:

Defined contribution plans - We maintain various defined contribution pension plans. Company contributions are based on matching or other formulas. Defined contribution plan expense attributable to continuing operations approximated $1.9 million in 2012, $2.1 million in 2013 and $2.4 million in 2014.

Accounting for defined benefit pension and postretirement benefits other than pension (OPEB) plans - We recognize all changes in the funded status of these plans through other income. Any future changes will be recognized either in net income, to the extent they are reflected in periodic benefit cost, or through other comprehensive income.

Defined benefit plans - We maintain a defined benefit pension plan in the U.S. We also maintain a plan in the United Kingdom related to a former disposed business unit in the U.K. The benefits under our defined benefit plans are based upon years of service and employee compensation. The plans are closed to new participants and no additional benefits accrue to existing plan participants. Our funding policy is to contribute annually the minimum amount required under ERISA (or equivalent non-U.S.) regulations plus additional amounts as we deem appropriate.

We expect to contribute approximately $.8 million to all of our defined benefit pension plans during 2015. Benefit payments to all plan participants out of plan assets are expected to be the equivalent of:

Years ending December 31,	Amount
	(In thousands)
2015	$	3,621
2016		3,673
2017		3,742
2018		3,803
2019		3,820
Next 5 years		19,527

The funded status of our defined benefit pension plans is presented in the table below.

	December 31,
	2013			2014
	(In thousands)
Change in projected benefit obligations (PBO):
Benefit obligations at beginning of the year	$	59,415		$	54,658
Interest cost		2,161			2,538
Participant contributions		7			9
Actuarial losses (gains)		(3,696	)		8,585
Change in currency exchange rates		223			(669	)
Benefits paid		(3,452	)		(3,896	)
Benefit obligations at end of the year		54,658			61,225

Change in plan assets:
Fair value of plan assets at beginning of the year		45,498			49,402
Actual return on plan assets		5,589			2,404
Employer contributions		1,510			1,553
Participant contributions		7			9
Change in currency exchange rates		250			(656	)
Benefits paid		(3,452	)		(3,896	)
Fair value of plan assets at end of year		49,402			48,816
Funded status	$	(5,256	)	$	(12,409	)

Amounts recognized in the balance sheet:
Noncurrent pension asset	$	364		$	-
Accrued pension costs:
Current		(167	)		(167	)
Noncurrent		(5,453	)		(12,242	)
Total	$	(5,256	)	$	(12,409	)

Accumulated other comprehensive loss - actuarial losses, net	$	24,557		$	33,135
Total	$	19,301		$	20,726
Accumulated benefit obligations (ABO)	$	54,658		$	61,225

The amounts shown in the table above for actuarial losses at December 31, 2013 and 2014 have not been recognized as components of our periodic defined benefit pension cost as of those dates. These amounts will be recognized as components of our periodic defined benefit cost in future years. These amounts, net of deferred income taxes, are recognized in our accumulated other comprehensive income (loss) at December 31, 2013 and 2014. We expect that $1.3 million of the unrecognized actuarial losses will be recognized as a component of our periodic defined benefit pension cost in 2015.

The table below details the changes in other comprehensive income during 2012, 2013 and 2014.

	Years ended December 31,
	2012			2013		2014
	(In thousands)
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Net actuarial gain (loss) arising during the year	$	(426	)	$	5,305	$	(9,519	)
Amortization of unrecognized net actuarial loss		1,353			1,238		934

Total	$	927		$	6,543	$	(8,585	)

The components of our net periodic defined benefit pension cost are presented in the table below. The amount shown below for the amortization of unrecognized actuarial losses in 2012, 2013 and 2014, net of deferred income taxes, was recognized as a component of our accumulated other comprehensive income (loss) at December 31, 2011, 2012 and 2013, respectively.

	Years ended December 31,
	2012			2013			2014
	(In thousands)
Net periodic pension cost:
Interest cost on PBO	$	2,379		$	2,161		$	2,538
Expected return on plan assets		(3,658	)		(3,975	)		(3,409	)
Recognized actuarial losses		1,353			1,238			934

Total	$	74		$	(576	)	$	63

Certain information concerning our defined benefit pension plans is presented in the table below.

	December 31,
	2013		2014
	(In thousands)
PBO at end of the year
U.S. plan	$	44,850	$	50,351
U.K. plan		9,808		10,874

Total	$	54,658	$	61,225
Fair value of plan assets at end of the year
U.S. plan	$	39,230	$	38,131
U.K. plan		10,172		10,685

Total	$	49,402	$	48,816
Plans for which the ABO exceeds plan assets:
PBO	$	44,850	$	61,225
ABO		44,850		61,225
Fair value of plan assets		39,230		48,816

The weighted-average discount rate assumptions used in determining the actuarial present value of our benefit obligations as of December 31, 2013 and 2014 are 4.5% and 3.8%, respectively. Such weighted-average rates were determined using the projected benefit obligations at each date. Since our plans are closed to new participants and no new additional benefits accrue to existing plan participants, assumptions regarding future compensation levels are not applicable. Consequently, the accumulated benefit obligations for all of our defined benefit pension plans were equal to the projected benefit obligations at December 31, 2013 and 2014.

The weighted-average rate assumptions used in determining the net periodic pension cost for 2012, 2013 and 2014 are presented in the table below. Such weighted-average discount rates were determined using the projected benefit obligations as of the beginning of each year and the weighted-average long-term return on plan assets was determined using the fair value of plan assets as of the beginning of each year.

	Years ended December 31,
Rate	2012			2013			2014
Discount rate		4.3	%		3.7	%		4.5	%
Long-term return on plan assets		9.2	%		9.2	%		7.2	%

Variances from actuarially assumed rates will result in increases or decreases in accumulated pension obligations, pension expense and funding requirements in future periods.

At December 31, 2013 and 2014, substantially all of the assets attributable to our U.S. plan were invested in the Combined Master Retirement Trust (CMRT), a collective investment trust sponsored by Contran to permit the collective investment by certain master trusts that fund certain employee benefits plans sponsored by Contran and certain of its affiliates. Prior to his death in December 2013, Mr. Simmons was the sole trustee of the CMRT, and he along with the CMRT’s investment committee, of which Mr. Simmons was a member, actively managed the investments of the CMRT. The CMRT’s long-term investment objective was to provide a rate of return exceeding a composite of broad market equity and fixed income indices (including the S&P 500 and certain Russell indices) while utilizing both third-party investment managers as well as investments directed by Mr. Simmons (prior to his death). During the history of the CMRT from its inception in 1988 through December 31, 2013, the average annual rate of return was 14%. For the years ended December 31, 2012 and 2013, the assumed long-term rate of return for plan assets invested in the CMRT was 10%. In determining the appropriateness of the long-term rate of return assumption, we primarily relied on the historical rates of return achieved by the CMRT, although we considered other factors as well including, among other things, the investment objectives of the CMRT’s managers and their expectation that such historical returns would in the future continue to be achieved over the long-term.

Following the death of Mr. Simmons in December 2013, the Contran board of directors in January 2014 appointed a financial institution as the new directed trustee of the CMRT, and the Contran board appointed five individuals (all executive officers of Contran) as the new investment committee of the CMRT. The new investment committee is in the process of reallocating to current and/or new investment managers or various mutual funds and comingled funds the portion of the CMRT assets that had previously been under direct and active management by Mr. Simmons. Such reallocation will be done prudently over a period of time, given the diverse asset composition of this portion of the portfolio. Concurrent with this change in investment strategy in which there is no longer a portion of the CMRT’s assets under direct and active management by Mr. Simmons, and considering the long-term asset mix of the assets of the CMRT and the expected long-term rates of return for such asset components as well as advice from Contran’s actuaries, beginning in 2014 the assumed long-term rate of return for plan assets invested in the CMRT was reduced to 7.5%.

The CMRT unit value is determined semi-monthly, and the plans have the ability to redeem all or any portion of their investment in the CMRT at any time based on the most recent semi-monthly valuation. However, the plans do not have the right to individual assets held by the CMRT and the CMRT has the sole discretion in determining how to meet any redemption request. For purposes of our plan asset disclosure, we consider the investment in the CMRT as a Level 2 input because (i) the CMRT value is established semi-monthly and the plans have the right to redeem their investment in the CMRT, in part or in whole, at any time based on the most recent value and (ii) observable inputs from Level 1 or Level 2 were used to value approximately 83% and 80% of the assets of the CMRT at December 31, 2013 and 2014, respectively, as noted below. The aggregate fair value of all of the CMRT assets, including funds of Contran and its other affiliates that also invest in the CMRT, and supplemental asset mix details of the CMRT are as follows:

	December 31,
	2013			2014
	(In millions)
CMRT asset value	$	722.8		$	715.5
CMRT fair value input:
Level 1		79	%		67	%
Level 2		4			13
Level 3		17			20

		100	%		100	%
CMRT asset mix:
Domestic equities, principally publicly traded		53	%		48	%
International equities, publicly traded		-			11
Fixed income securities, publicly traded		35			32
Privately managed limited partnerships		11			7
Other, primarily cash		1			2

		100	%		100	%

The composition of our December 31, 2013 and 2014 pension plan assets by fair value level is shown in the table below. The amounts shown for plan assets invested in the CMRT include a nominal amount of cash held by our U.S. pension plan which is not part of the plans investment in the CMRT.

	Fair Value Measurements
	Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)
	(In thousands)
December 31, 2013:
CMRT	$	39,230	$	-	$	39,230
Other		10,172		10,172		-

Total	$	49,402	$	10,172	$	39,230

December 31, 2014:
CMRT	$	38,131	$	-	$	38,131
Other		10,685		10,685		-

Total	$	48,816	$	10,685	$	38,131

Postretirement benefits other than pensions - We provide certain health care and life insurance benefits for eligible retired employees. These plans are closed to new participants, and no additional benefits accrue to existing plan participants. The majority of all retirees are required to contribute a portion of the cost of their benefits and certain current and future retirees are eligible for reduced health care benefits at age 65. We have no OPEB plan assets, rather, we fund postretirement benefits as they are incurred, net of any contributions by the retiree. At December 31, 2014, we currently expect to contribute approximately $.5 million to all OPEB plans during 2015. Contribution to our OPEB plans to cover benefit payments expected to be paid to OPEB plan participants are summarized in the table below:

Years ending December 31,	Amount
	(In thousands)
2015	$	541
2016		498
2017		454
2018		412
2019		370
Next 5 years		1,301

The funded status of our OPEB plans is presented in the table below.

	December 31,
	2013			2014
	(In thousands)
Change in accumulated OPEB obligations:
Obligations at beginning of the year	$	4,505		$	3,864
Interest cost		105			114
Actuarial (gain) loss		(240	)		385
Net benefits paid		(506	)		(481	)
Obligations at end of the year		3,864			3,882
Fair value of plan assets		-			-
Funded status	$	(3,864	)	$	(3,882	)

Accrued OPEB costs recognized in the balance sheet:
Current	$	(596	)	$	(541	)
Noncurrent		(3,268	)		(3,341	)
Total	$	(3,864	)	$	(3,882	)
Accumulated other comprehensive income (loss):
Net actuarial losses	$	464		$	1,025
Prior service credit		(1,806	)		(1,162	)
Total	$	(1,342	)	$	(137	)

The amounts shown in the table above for unrecognized actuarial losses and prior service credit at December 31, 2013 and 2014 have not been recognized as components of our periodic OPEB cost as of those dates. These amounts will be recognized as components of our periodic OPEB cost in future years. These amounts, net of deferred income taxes, are now recognized in our accumulated other comprehensive income at December 31, 2013 and 2014. We expect to recognize approximately $.6 million of the prior service credit and approximately $.1 million of actuarial gains as a component of our periodic OPEB cost in 2015.

The table below details the changes in other comprehensive income during 2012, 2013 and 2014.

	Years ended December 31,
	2012			2013			2014
	(In thousands)
Changes in benefit obligations recognized in other comprehensive income (loss):
Net actuarial gain (loss) arising during the year	$	282		$	240		$	(385	)
Amortization of unrecognized:
Actuarial loss		(99	)		(146	)		(176	)
Prior service credit		(698	)		(688	)		(644	)

Total	$	(515	)	$	(594	)	$	(1,205	)

The components of our periodic OPEB cost are presented in the table below. The amounts shown below for the amortization of unrecognized actuarial losses and prior service credit in 2013 and 2014, net of deferred income taxes, were recognized as components of our accumulated other comprehensive income at December 31, 2012, 2013 and 2014 respectively.

	Years ended December 31,
	2012			2013			2014
	(In thousands)
Net periodic OPEB cost (income):
Interest cost	$	157		$	105		$	114
Amortization of actuarial gain		(99	)		(146	)		(176	)
Amortization of prior service credit		(698	)		(688	)		(644	)

Total	$	(640	)	$	(729	)	$	(706	)

A summary of our key actuarial assumptions used to determine the net benefit obligation as of December 31, 2013 and 2014 follows:

	2013			2014
Health care inflation:
Initial rate		7.0	%		7.0	%
Ultimate rate		5.0	%		5.0	%
Year of ultimate rate achievement		2018			2021
Discount rate		3.2	%		3.0	%

The assumed health care cost trend rates have an effect on the amount we report for health care plans. A one-percent change in assumed health care cost trend rates would not have a material effect on the net periodic OPEB cost for 2014 or on the accumulated OPEB obligation at December 31, 2014.

The weighted-average discount rate used in determining the net periodic OPEB cost for 2014 was 3.2% (the rate was 2.5% in 2013 and 3.3% in 2012). The weighted-average rate was determined using the projected benefit obligation as of the beginning of each year.

Variances from actuarially-assumed rates will result in additional increases or decreases in accumulated OPEB obligations, net periodic OPEB cost and funding requirements in future periods.