RETIREMENT PLANS

Defined Benefit Plans

Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”); however, no individual joining the company after October 31, 2001 may participate in the plan. On May 31, 2010, we curtailed the future accrual of benefits for active employees under this plan.

We account for our UK Plan and other defined benefit plans in accordance with ASC 715, “Compensation-Retirement Benefits” (“ASC 715”). ASC 715 requires that (a) the funded status, which is measured as the difference between the fair value of plan assets and the projected benefit obligations, be recorded in our balance sheet with a corresponding adjustment to accumulated other comprehensive income (loss) and (b) gains and losses for the differences between actuarial assumptions and actual results, and unrecognized service costs, be recognized through accumulated other comprehensive income (loss). These amounts will be subsequently recognized as net periodic pension cost.

The change in benefit obligations and assets of the UK Plan for the years ended December 31, 2012 and 2011 consisted of the following components (in thousands):



	2012			2011
Change in pension benefit obligation
Benefit obligation at beginning of year	$	265,061		$	249,848
Interest cost	12,460			13,286
Actuarial loss	21,642			12,509
Benefits paid	(9,543		)	(9,198		)
Foreign currency exchange rate changes	12,686			(1,384		)
Benefit obligation at end of year	302,306			265,061
Change in pension plan assets
Fair value of plan assets at beginning of year	204,080			212,933
Actual return on plan assets	29,231			(4,936		)
Employer contributions	5,933			5,824
Benefits paid	(9,543		)	(9,198		)
Foreign currency exchange rate changes	9,949			(543		)
Fair value of plan assets at end of year	239,650			204,080
Funded status at end of year	$	(62,656	)	$	(60,981	)

Amounts not yet reflected in net periodic pension cost and included in Accumulated other comprehensive loss:



	2012		2011
Unrecognized losses	$	104,556	$	97,093

The underfunded status of the UK Plan of $62.7 million and $61.0 million at December 31, 2012 and 2011, respectively, is included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets. No plan assets are expected to be returned to us during the year ended December 31, 2013.

The weighted average assumptions used to determine benefit obligations as of December 31, 2012 and 2011 were as follows:



	2012		2011
Discount rate	4.3	%	4.7	%

The weighted average assumptions used to determine net periodic pension cost for the years ended December 31, 2012, 2011 and 2010 were as follows:



	2012		2011		2010
Discount rate	4.7	%	5.3	%	5.6	%
Annual rate of return on plan assets	6.7	%	6.7	%	7.0	%

For 2012, the annual rate of return on plan assets has been determined by modeling possible returns using the actuary's portfolio return calculator. This models the long term expected returns of the various asset classes held in the portfolio and allows for the additional benefits of holding a diversified portfolio. The annual rate of return on plan assets for 2011 and 2010 was based on the yield of risk-free bonds, plus an estimated equity-risk premium, at each year's measurement date. This annual rate approximates the historical annual return on plan assets and considers the expected asset allocation between equity and debt securities. For measurement purposes of the liability, the annual rates of inflation of covered pension benefits assumed for 2012 and 2011 were 2.0% and 2.2%, respectively.

The components of net periodic pension cost of the UK Plan for the years ended December 31, 2012, 2011 and 2010 were as follows (in thousands):



	2012			2011			2010
Service cost	$	—		$	—		$	1,458
Interest cost	12,460			13,286			13,399
Expected return on plan assets	(13,058		)	(13,454		)	(12,245		)
Amortization of unrecognized loss	2,433			1,555			2,914
Net periodic pension cost	$	1,835		$	1,387		$	5,526

The estimated unrecognized loss for the UK Plan that will be amortized from Accumulated other comprehensive loss into net periodic pension cost over the next year is approximately $2.7 million.

UK Plan Assets

The weighted average asset allocations and weighted average target allocations at December 31, 2012 and 2011 were as follows:



Asset Category	Target Asset Allocation		December 31, 2012		December 31, 2011
Equity securities	65.0	%	63.8	%	64.1	%
Debt securities	35.0	%	35.8	%	35.8	%
Cash	—	%	0.4	%	0.1	%
Total	100.0	%	100.0	%	100.0	%

Plan assets of our UK Plan are invested in marketable equity and equity like securities through various funds. These funds invest in a diverse geographical range of investments, including the United Kingdom, the United States and other international locations, such as Asia-Pacific and other European locations. Debt securities are invested in funds that invest in UK corporate bonds and UK government bonds.

The following tables set forth by level, within the fair value hierarchy discussed in Note 11 - Fair Value Measurements, the assets of the UK Plan at fair value as of December 31, 2012 and 2011 (in thousands):



	Assets at Fair Value as of December 31, 2012
Asset Category	Level 1		Level 2		Level 3		Total
Equity and equity like investments	$	—	$	147,957	$	4,996	$	152,953
Corporate bonds	—		62,534		—		62,534
Government bonds	—		23,227		—		23,227
Cash	936		—		—		936
Total	$	936	$	233,718	$	4,996	$	239,650



	Assets at Fair Value as of December 31, 2011
Asset Category	Level 1		Level 2		Level 3		Total
Equity and equity like investments	$	—	$	126,128	$	4,690	$	130,818
Corporate bonds	—		50,140		—		50,140
Government bonds	—		22,990		—		22,990
Cash	132		—		—		132
Total	$	132	$	199,258	$	4,690	$	204,080

In regards to the plan assets of our UK Plan, investment amounts have been allocated within the fair value hierarchy across all three levels. The characteristics of the assets that sit within each level are summarized as follows:

Level 1-This asset represents cash.

Level 2-These assets are a combination of the following:


(a)	Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are not quoted but the underlying assets held by the fund are either:


(i)	held in a variety of listed investments


(ii)	held in UK treasury bonds or corporate bonds with the asset value being based on fixed income streams. Some of the underlying bonds are also listed on regulated markets.

It is the value of the underlying assets that have been used to calculate the unit price of the fund.


(b)	Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are quoted. The underlying assets within these funds comprise cash or assets that are listed on a regulated market (i.e. the values are based on observable market data) and it is these values that are used to calculate the unit price of the fund.

Level 3-Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are not quoted and are not available on any market.

The table below sets forth a summary of changes in the fair value of the UK Plan's Level 3 assets for the years ended December 31, 2012 and 2011 (in thousands):



Equity and Equity Like Investments	2012		2011
Start of year balance	$	4,690	$	5,003
Actual return on plan assets, relating to assets still held at reporting date	90		(302		)
Purchases, sales and settlements, net	—		—
Change due to exchange rate changes	216		(11		)
End of year balance	$	4,996	$	4,690

The investment policies and strategies for the plan assets are established by the plan trustees (who are independent of the company) to achieve a reasonable balance between risk, likely return and administration expense, as well as to maintain funds at a level to meet minimum funding requirements. In order to ensure that an appropriate investment strategy is in place, an analysis of the UK Plan's assets and liabilities is completed periodically.

Cash Flows:

Contributions

Our United Kingdom subsidiary expects to contribute approximately $5.7 million to its UK Plan in 2013.

Estimated Future Benefit Payments

The following estimated benefit payments are expected to be paid in the following years (in thousands):



	Pension Benefits
2013	$	10,067
2014	10,349
2015	10,639
2016	10,936
2017	11,243
Succeeding five years	61,115

The following table shows certain information for the UK Plan where the accumulated benefit obligation is in excess of plan assets as of December 31, 2012 and 2011 (in thousands):



	2012		2011
Projected benefit obligation	$	302,306	$	265,061
Accumulated benefit obligation	$	302,306	$	265,061
Fair value of plan assets	$	239,650	$	204,080

We also sponsor two U.S. defined benefit plans in which participation by new individuals is frozen. The benefit obligation associated with these plans as of December 31, 2012 and 2011 was approximately $7.1 million and $6.3 million, respectively. The estimated fair value of the plan assets as of December 31, 2012 and 2011 was approximately $4.5 million and $4.3 million, respectively. The plan assets are considered Level 1 assets within the fair value hierarchy and are predominantly invested in cash, equities, and equity and bond funds. The pension liability balances as of December 31, 2012 and 2011 are classified as “Other long-term obligations” on the accompanying Consolidated Balance Sheets. The measurement date for these two plans is December 31 of each year. The major assumptions used in the actuarial valuations to determine benefit obligations as of December 31, 2012 and 2011 included discount rates of 3.50% and 3.30% for the 2012 period and 4.50% and 4.25% for the 2011 period. Also, included was an expected rate of return of 7.00% and 7.50% for the 2012 and 2011 periods, respectively. The estimated loss for these plans that will be amortized from Accumulated other comprehensive loss into net periodic pension cost over the next year is approximately $0.4 million. The future estimated benefit payments expected to be paid from the plans for the next ten years is approximately $0.4 million per year.

Multiemployer Plans

We participate in over 200 multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). As one of many participating employers in these MEPPs, we are responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements of the Pension Protection Act of 2006 (the “PPA”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions.

An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to: (a) an increase in our contribution rate as a signatory to the applicable CBA, (b) a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP and/or (c) a reduction in the benefits to be paid to future and/or current retirees. In addition, the PPA requires that a 5% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

We could also be obligated to make payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) would equal our proportionate share of the MEPPs' unfunded vested benefits. We believe that certain of the MEPPs in which we participate may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPP's current financial situation, we are unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether our participation in these MEPPs could have a material adverse impact on our financial position, results of operations or liquidity. We did not record any withdrawal liability for the years ended December 31, 2012, 2011 and 2010.

The following table lists all domestic MEPPs to which our contributions exceeded $2.0 million in 2012. Additionally, this table also lists all domestic MEPPs to which we contributed in 2012 in excess of $0.5 million for MEPPs in the critical status, “red zone” and $1.0 million in the endangered status, “orange or yellow zones”, as defined by the PPA (in thousands):



Pension Fund	EIN/Pension Plan Number	PPA Zone Status ⁽¹⁾		FIP/RP Status	Contributions						Contributions greater than 5% of total plan contributions ⁽²⁾	Expiration date of CBA
Pension Fund	EIN/Pension Plan Number	2012	2011	FIP/RP Status	2012		2011		2010			Expiration date of CBA
Plumbers & Pipefitters National Pension Fund	52-6152779 001	Yellow	Yellow	Implemented	$	10,999	$	12,351	$	9,416	No	July 2012 to June 2016
Sheet Metal Workers National Pension Fund	52-6112463 001	Red	Red	Implemented	9,837		9,665		7,688		No	March 2013 to June 2016
National Electrical Benefit Fund	53-0181657 001	Green	Green	N/A	7,679		8,541		8,100		No	February 2012 to December 2016
Arizona Pipe Trades Pension Plan	86-6025734 001	Green	Green	N/A	6,871		2,877		2,874		Yes	June 2014
Central Pension Fund of the International Union of Operating Engineers and Participating Employers	36-6052390 001	Green	Green	N/A	6,076		5,392		3,847		No	February 2013 to March 2016
Pension, Hospitalization & Benefit Plan of the Electrical Industry- Pension Trust Account	13-6123601 001	Green	Green	N/A	5,722		5,364		5,291		No	May 2013 to January 2015

Pension Fund

EIN/Pension Plan

Number

PPA Zone Status ⁽¹⁾

FIP/RP

Status

Contributions

Contributions greater than 5% of total plan contributions ⁽²⁾

Expiration

date of CBA

2012

2011

2012

2011

2010

National Automatic Sprinkler Industry Pension Fund

52-6054620 001

Red

Implemented

4,952

5,452

4,825

April 2012 to

June 2014

Eighth District Electrical Pension Fund

84-6100393 001

Green

N/A

3,890

2,159

2,267

May 2013 to May 2015

Sheet Metal Workers Pension Plan of Northern California

51-6115939 001

Red

Implemented

3,881

2,604

1,831

January 2014 to June 2015

Plumbers Pipefitters & Mechanical Equipment Service Local Union 392 Pension Plan

31-0655223 001

Red

Implemented

3,848

3,332

3,174

Yes

June 2014

Northern California Pipe Trades Pension Plan

94-3190386 001

Green

N/A

3,582

2,596

2,464

June 2013 to

June 2015

Southern California Pipe Trades Retirement Fund

51-6108443 001

Green

N/A

3,443

2,903

2,944

June 2014 to

August 2015

Southern California IBEW-NECA Pension Trust Fund

95-6392774 001

Yellow

Green

Pending

3,266

3,345

2,541

June 2014 to

May 2015

Electrical Workers Local No. 26 Pension Trust Fund

52-6117919 001

Green

N/A

3,049

2,244

2,007

Yes

June 2013 to

May 2015

Boilermaker-Blacksmith National Pension Trust

48-6168020 001

Yellow

Implemented

2,996

1,635

1,881

March 2013

to September

2015

Pipefitters Union Local 537 Pension Fund

51-6030859 001

Green

N/A

2,747

2,140

2,576

Yes

July 2012 to

August 2013

Pipe Trades District Council No. 36 Pension Trust

94-6082956 001

Yellow

Pending

2,482

603

599

June 2013 to July 2015

Electrical Contractors Association of the City of Chicago Local Union 134, IBEW Joint Pension Trust of Chicago Pension Plan 2

51-6030753 002

Green

N/A

2,179

3,019

1,780

June 2014

Heating, Piping & Refrigeration Pension Fund

52-1058013 001

Yellow

Orange

Implemented

2,078

2,143

1,578

July 2013 to September 2013

Local No. 697 IBEW and Electrical Industry Pension Fund

51-6133048 001

Yellow

Implemented

1,757

1,557

1,383

Yes

May 2015

Steamfitters Local Union No. 420 Pension Plan

23-2004424 001

Red

Yellow

Implemented ⁽³⁾

1,557

1,138

1,234

April 2013 to

May 2014

Sheet Metal Workers Pension Plan of Southern California, Arizona & Nevada

95-6052257 001

Red

Pending ⁽³⁾

1,072

1,396

1,731

June 2014

Plumbers & Steamfitters Local 150 Pension Fund

58-6116699 001

Yellow

Implemented

1,036

659

—

Yes

September 2013 to March 2016

Plumbing & Pipe Fitting Local 219 Pension Fund

34-6682376 001

Red

Orange

Pending ⁽³⁾

936

863

509

Yes

May 2015

Plumbers and Steamfitters Local No. 166 AFL - CIO Pension Plan

51-6132690 001

Red

Implemented

797

901

930

Yes

May 2013

Plumbers & Pipefitters Local 162 Pension Fund

31-6125999 001

Red

Yellow

Implemented ⁽³⁾

737

433

448

Yes

May 2014



Pension Fund	EIN/Pension Plan Number	PPA Zone Status ⁽¹⁾		FIP/RP Status	Contributions						Contributions greater than 5% of total plan contributions ⁽²⁾	Expiration date of CBA
Pension Fund	EIN/Pension Plan Number	2012	2011	FIP/RP Status	2012		2011		2010			Expiration date of CBA
Carpenters Pension Trust Fund For Northern California	94-6050970 001	Red	Red	Implemented	539		512		313		No	July 2015
U.A. Local 467 Defined Benefit Plan	94-2353807 005	Red	Red	Implemented	534		396		304		No	June 2013 to July 2014
Other Multiemployer Pension Plans					40,174		43,442		45,748			Various
Total Contributions					$	138,716	$	129,662	$	120,283

_________________


(1)	The zone status represents the most recent available information for the respective MEPP, which may be 2011 or earlier for the 2012 year and 2010 or earlier for the 2011 year.

(2)

This information was obtained from the respective plans' Form 5500 for the most current available filing. These dates may not correspond with our fiscal year contributions. The above noted percentages of contributions are based upon disclosures contained in the plans' Form 5500 filing (“Forms”). Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of our subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed.


(3)	For these respective plans, a funding surcharge was currently in effect for 2012.

The nature and diversity of our business may result in volatility of the amount of our contributions to a particular MEPP for any given period. That is because, in any given market, we could be working on a significant project and/or projects, which could result in an increase in our direct labor force and a corresponding increase in our contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the level of direct labor would also decrease, as would our level of contributions to the particular MEPP(s). Additionally, the level of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require at a particular time, an increase in the contribution rate and/or surcharges. We have also acquired various companies since 2010, some of which participate in MEPPs, and as a result, our level of contributions have increased. As a result of acquisitions made since 2010, our contributions to various MEPPs increased by zero, $5.4 million and $2.5 million for each of the years ended December 31, 2012, 2011 and 2010, respectively.

We also participate in two MEPPs that are located within the United Kingdom for which we have contributed $0.3 million for each of the years ended December 31, 2012, 2011 and 2010. The information that we have obtained relating to these plans is not as readily available and/or comparable as the information that has been ascertained in the United States. Based upon the most recently available information, one of the plans is over 100% funded, and the other plan is between 65% and 80% funded. A recovery plan has been put in place for the plan that is between 65% and 80% funded, which required higher contribution amounts to be paid by our UK operations.

Additionally, we contribute to certain multiemployer plans that provide post retirement benefits such as health and welfare benefits and/or defined contribution/annuity plans, among others. Our contributions to these plans approximated $76.1 million, $64.2 million and $54.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. Acquisitions made since 2010 accounted for an increase in our contributions to these types of plans of zero, $2.5 million and $0.6 million for each of the years ended December 31, 2012, 2011 and 2010, respectively. The level of funding for these plans is also subject for the most part to the factors discussed above in conjunction with the MEPPs.

Defined Contribution Plans

We have defined contribution retirement and savings plans that cover eligible employees in the United States. Contributions to these plans are based on a percentage of the employee's base compensation. The expenses recognized for the years ended December 31, 2012, 2011 and 2010 for these plans were $20.7 million, $12.8 million and $11.0 million, respectively. The increase in 2012 compared to 2011 was primarily attributable to an increase in matching contributions for one of these plans. At our discretion, we may make additional supplemental matching contributions to a defined contribution retirement and savings plan. The expenses recognized related to additional supplemental matching for the years ended December 31, 2012, 2011 and 2010 were $3.6 million, $3.0 million and $4.5 million, respectively.

Our United Kingdom subsidiary has defined contribution retirement plans. The expense recognized for the years ended December 31, 2012, 2011 and 2010 was $5.7 million, $6.0 million and $5.1 million, respectively.