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Notes to Consolidated Financial Statements

Note 16: EMPLOYEE BENEFIT PLANS

The Company has a qualified, defined benefit, noncontributory pension plan for certain U.S. employees not covered by union pension plans. The Company's subsidiary in the Netherlands provides defined retirement benefits to its employees. The Company also provides health and life insurance to a limited number of eligible retirees and eligible survivors of retirees.

The Company's defined benefit pension and other postretirement benefit costs and obligations are dependent on assumptions used by actuaries in calculating such amounts. These assumptions, which are reviewed annually, include discount rates, long-term expected rates of return on plan assets and expected rates of increase in compensation. Assumed discount rates are used to calculate the present value of benefit payments which are projected to be made in the future, including projections of increases in employees annual compensation and health care costs. A decrease in the discount rate would increase the Company's obligation and expense. The long-term expected rate of return on plan assets is based principally on prior performance and future expectations for various types of investments as well as the expected long-term allocation of assets. Changes in the allocation of plan assets would impact the expected rate of return. The expected rate of increase in compensation is based upon movements in inflation rates as reflected by market interest rates. Benefits paid to participants are based upon age, years of credited service and average compensation or negotiated benefit rates.

Assets of the Company's U.S. defined benefit plan are invested in a directed trust. Assets in the trust are invested in domestic and foreign equity securities of corporations (including $7,521,000 of the Company's common stock at November 30, 2006), U.S. government obligations, derivative securities, corporate bonds and money market funds. The Dutch subsidiary contracts with a third-party insurance company to pay benefits to retirees.

Pension Benefits

The following sets forth the change in benefit obligation, change in plan assets, funded status and amounts recognized in the balance sheets as of November 30, 2006 and 2005 for the Company's U.S. and non-U.S. defined benefit retirement plans:

(In thousands) U.S. Pension benefits   Non-U.S. Pension benefits

  2006 2005 2006
2005
Change in Benefit obligation
Projected Benefit obligation -- beginning of year $184,649 $174,972 $ 46,363 $ 41,450
Service cost 3,255 3,122 1,101 1,334
Interest cost 10,193 10,076 1,784 1,850
Participant contributions 295 428
Admendments 208 (333)
Curtailments (1,997)
Settlement (757)
Special Termination Benefit 268
Actuarial loss/(gain) 6,738 7,211 (5,449) 7,301
Foreign currency exchange rate changes 5,261 (5,350)
Benefit payments (10,907) (10,733) (644) (650)
 
Projected Benefit obligation -- end of year $ 192,407 $ 184,648 $ 43,465 $ 46,363
 
Change in Plan Assets      
Plan assets at fair value -- beginning of year $ 134,758 $ 131,534 $ 27,145 $ 28,090
Actual return on plan assets 20,667 10,220 (724) 1,315
Foreign currency rate exchanges 3,175 (3,335)
Employer contribution 21,620 3,737 887 1,297
Participant contribution 295 428
Settlements (3,126)
Benefit payments (10,907) (10,733) (644) (650)
 
Plan assets at fair value -- end of year $166,138 $134,758 $ 27,008 $ 27,145
 
       
Funded Status
Fund Status $ (26,268) $ (49,890) $ (16,457) $ (19,217)
Unrecognized actuarial loss 44,110 52,261 6,222 10,948
Unrecognized prior service cost 385 331 2,206 5,633
 
Net amount recognized 18,227 2,702 $ (8,029) $ (2,636)
 
Balance Sheet Amounts    
Accrued cost (19,218) (42,511) (15,880) (16,214)
Intangible asset 386 331 2,206 5,633
Accumulated other comprehensive loss, pretax 37,059 44,882   5,645 7,945
 
Net amount recognized $ 18,227 $ 6,012 $ (8,029) $ (1,667)
 

The Company contributed $21,599,000 to the U.S. pension plan and $1,049,000 to the non-U.S. pension plans in 2006. The Company expects to contribute approximately $3,000,000 to its U.S. pension plan and $600,000 to the non-U.S. pension plans in 2007.

Expected future pension benefit payments, which reflect expected future service, were as follows as of November 30, 2006:

(In thousands) Year Ending November 30,
U.S. Pensions Benefits
Non-U.S. Pensions Benefits
  2007
$ 12,029
$ 937
  2008
$ 12,461
$ 1,055
  2009
$ 13,012
$ 1,212
  2010
$ 13,364
$ 1,241
  2011-2015
$ 71,932
$ 7,817

Net periodic benefit costs for the Company's defined benefit retirement plans for 2006, 2005 and 2004 included the following components:

(in thousands) U.S. Pension Benefits Non-U.S. Pension Benefits

 
2006
2005
2004
2006
2005
2004
 
             
Service cost
3,255
3,122
3,171
1,101
1,334
1,150
Interest cost
10,193
10,076
10,563
1,784
1,850
1,802
Expected return on plan assets
(12,210)
(11,203)
(10,628)
(1,327)
(1,382)
(1,352)
Amortization of unrecognized
prior service cost
97
99
565
488
656
640
Curtailment
325
-
1,916
2,911
-
-
Settlement
-
-
10,901
-
-
-
Amortization of unrecognized
net transition obligation
-
-
-
317
76
-
Amortization of accumulated loss
4,434
4,954
5,638
-
-
-
 
Net periodic cost
6,094
7,048
22,126
5,274
2,534
2,240
 

The following table provides the weighted-average assumptions used to compute the actuarial present value of projected benefit obligations:
(in thousands) U.S. Pension Benefits Non-U.S. Pension Benefits
 
2006
2005
2004
2006
2005
2004
 
Weighted-average discount rate
5.95%
5.60%
5.85%
4.50%
4.00%
4.75%
Rate of increase in compensation levels
3.45%
3.10%
3.35%
2.00%
2.00%
2.00%

The following table provides the weighted-average assumptions used to compute the actuarial net periodic benefit cost:

(in thousands) U.S. Pension Benefits Non-U.S. Pension Benefits
 
2006
2005
2004
2005
2004
2003
 
Weighted-average discount rate
5.60%
5.85%
6.00%
4.00%
4.75%
5.50%
Expected long-term rate of return on plan assets
8.75%
8.75%
8.75%
5.20%
5.40%
5.40%
Rate of increase in compensation levels
3.10%
3.35%
3.50%
2.00%
2.00%
2.50%

The following table shows the Company's target allocation range for the U.S. defined benefit pension plan, along with the actual allocations:

  Target 2005 2004

Domestic equities 65% 70% 70%
International equities 10% 10% 9%
Fixed-income equities 25% 20% 21%

The following shows the Company's accumulated benefit obligation in excess of plan assets at November 30:

(in thousands) U.S. Pension Benefits Non-U.S. Pension Benefits

 
2006
2005
2006
2005
 
Projected benefit obligation
192,407
184,648
43,465
46,363
Accumulated benefit obligation
185,356
177,270
42,888
43,359
Fair value of plan assets
166,138
134,758
27,008
27,145
Rate of increase in compensation levels
(7,822)
3,028
(2,300)
5,420

 

The Company also has a defined benefit retirement plan in the United Kingdom related to the discontinued operations. The projected benefit obligation and plan assets at November 30, 2006 were $5,601,000 and $4,965,000, respectively. Net accrued pension liability at November 30, 2006 was $636,000. Annual pension expense related to this plan was not significant.

Approximately 21% of the Company's employees are covered by union-sponsored, collectively-bargained,multi-employer pension plans.Related to these plans, the Company contributed and charged to expense $3,000,000, $2,650,000 and $2,161,000 in 2006, 2005 and 2004, respectively. These contributions are determined in accordance with the provisions of negotiated labor contracts and generally are based on the number of hours worked. The Company has no intention of withdrawing from any of these plans, nor is there any intention to terminate such plans.

Prior to June 2004, the Company had a supplemental retirement plan and an income deferral plan for certain U.S. executives. In June 2004, the Company terminated the two executive benefit plans in consideration of ongoing costs, anticipated legislative restrictions on such programs, and a preference for executive benefit plans having more predictable costs. The Company incurred a pretax expense of $12,817,000 due to the termination of the plans and distributions to plan participants. The Company recorded this expense in accordance with SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits". The Company had previously purchased life insurance policies to cover benefits under the plans.At the time of termination of the plans, the cash surrender value of such life insurance policies totaled approximately $26,900,000 and exceeded the amount that was required if immediate lump-sum payments were elected by all participants, which totaled $25,600,000. In addition to the termination and settlement costs, the Company expensed approximately $1,800,000 in 2004 under the plans.

As of June 28, 2006, due to the divestiture of the Coatings Business, the Company recorded curtailments and settlements as required by SFAS No. 88. The impact to the U.S. Plans was a curtailment cost of $57,000 and a special plan termination benefit cost of $268,000. The impact on the Non-U.S. Plans was a curtailment cost of $2,911,000.

The Company provides to certain employees a savings plan under Section 401(k) of the U.S. Internal Revenue Code. The savings plan allows for deferral of income up to a certain percentage through contributions to the plan,within certain restrictions.Company matching contributions are in the form of cash. In 2006, 2005 and 2004, the Company recorded expenses for matching contributions of $1,387,000, $422,000 and $436,000, respectively.

Post-Retirement Benefits

The following sets forth the change in benefit obligation, change in plan assets, funded status and amounts recognized in the balance sheets as of November 30, 2006 and 2005 for the Company's U.S. postretirement health care and life insurance benefits. The measurement date of plan assets and obligations is as of October 1 for each year presented.

in thousands U.S. Post Retirement Benefits
  2006 2005
Change in Benefit Obligation
Projected benefit obligation - Beginning of year $3,315 $3,617
Service cost 78 118
Interest cost 179 204
Actuarial loss/(gain) (167) (174)
Curtailment 324 (205)
Benefit payments (237) (245)
 

Projected benefit obligation-end of year $ 3,492 $ 3,315
Change in Plan Assets
Plan assets at fair value-beginning of year $324 $ 349
Actual return on plan assets 106 1
Benefit payments (34) (26)
 

Plan assets at fair value-end of year $ 396 $ 324
Funded Status
Funded Status $(3,096) $ (2,991)
Unrecognized actuarial loss 405 692
Unrecognized transition obligation 321 367
Unrecognized prior service gain 246 (92)
 

Net amount recognized $ (2,124) $ (2,024)
Balance Sheet Amounts
Accrued cost $ (2,124) $ (2,024)
 

Net amount recognized $ (2,124) $ (2,024)

Expected future benefit payments,which reflect expected future service,were as follows as of November 30, 2006:

(In thousands) Year Beginnng December 1,
U.S. Post-Retirement Benefits
  2006
$ 208
  2007
$ 236
  2008
$ 222
  2009
$ 214
  2010
$ 217
  2011-2015
$ 1,360

Net periodic benefit costs for the Company's postretirement health care and life insurance benefits for 2006, 2005 and 2004 included the following components:

(In thousands)

  2006 2005 2004
 
Service cost $ 78 $ 118 $ 112
Interest cost 179 204 201
Expected return on plan assets (27) (31) (30)
Amortization of unrecognized prior service gain (14) (14) (14)
Amortization of unrecognized net transition obligation 46 71 71
Amortization of accumulated loss 41 59 51
 
Net periodic cost $ 303 $ 407 $ 391
 

The following table provides the weighted-average assumptions used to compute the actuarial present value of projected benefit obligations:

(In thousands)

  2006 2005 2004
 
Weighted average discount rate 5.95% 5.60% 5.85%
Rate of increase in compensation levels 3.45% 3.10% 3.35%

The following table provides the weighted-average assumptions used to compute the actuarial net periodic benefit cost:

(In thousands)

  2006 2005 2004
 
Weighted average discount rate 5.60% 5.85% 6.00%
Rate of increase in compensation levels 3.10% 3.35% 3.50%

In 2003, the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the "Act") was signed into law. The Act introduces a Medicare prescription drug benefit beginning in 2006 as well as a federal subsidy to sponsors of retirement health care plans that provide a benefit at least actuarially equivalent to the Medicare benefit. The effect of the Act did not have a material impact on the Company's consolidated financial statements.

The assumed health care cost trend decreased from 10% to 9% in 2006, and it is assumed that the rate will decline gradually to 5% by 2011 and beyond. The effect of a one-percentage-point change in the assumed health care cost trend would have changed the amounts of the benefit obligation and the sum of the service cost and interest cost components of postretirement benefit expense for 2006, as follows:

(in thousands) Increase Decrease
 
Effect on total of service and interest cost components of net periodic expense $ 19 $ (17)
Effect on post retirement benefit obligation 173 (147)

The Company has a life insurance plan which provides eligible executives with life insurance protection equal to three times base salary. Upon retirement, the executive is provided with life insurance protection equal to final base salary. There were no expenses related to this plan in 2006, $66,800 in 2005 and $267,000 in 2004.

The Company has severance agreements with certain key employees that could provide benefits upon termination of up to 3.5 times total annual compensation of such employees.

Note Seventeen

 
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