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, 2015 and 2014 consisted of the following components (in thousands):



	2015			2014
Change in pension benefit obligation
Benefit obligation at beginning of year	$	332,806		$	308,877
Interest cost	11,603			14,027
Actuarial (gain) loss	(21,707		)	40,906
Benefits paid	(9,604		)	(9,915		)
Foreign currency exchange rate changes	(17,273		)	(21,089		)
Benefit obligation at end of year	295,825			332,806
Change in pension plan assets
Fair value of plan assets at beginning of year	282,095			269,811
Actual return on plan assets	569			34,012
Employer contributions	5,631			6,028
Benefits paid	(9,604		)	(9,915		)
Foreign currency exchange rate changes	(15,136		)	(17,841		)
Fair value of plan assets at end of year	263,555			282,095
Funded status at end of year	$	(32,270	)	$	(50,711	)

The actuarial gain in 2015 and actuarial loss in 2014 resulted from fluctuations in corporate bond yields leading to changes in the discount rate assumptions as disclosed below.

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



	2015		2014
Unrecognized losses	$	88,818	$	102,673

The underfunded status of the UK Plan of $32.3 million and $50.7 million at December 31, 2015 and 2014, 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, 2016.

The weighted average assumptions used to determine benefit obligations as of December 31, 2015 and 2014 were as follows:



	2015		2014
Discount rate	3.8	%	3.6	%

The weighted average assumptions used to determine net periodic pension cost for the years ended December 31, 2015, 2014 and 2013 were as follows:



	2015		2014		2013
Discount rate	3.6	%	4.6	%	4.3	%
Annual rate of return on plan assets	6.3	%	6.7	%	6.7	%

The annual rate of return on plan assets has been determined by modeling possible returns using the actuary’s portfolio return calculator and the fair value of plan assets. 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. For measurement purposes of the liability, the annual rates of inflation of covered pension benefits assumed for each of 2015 and 2014 was 2.0%.

The components of net periodic pension cost of the UK Plan for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands):



	2015			2014			2013
Interest cost	$	11,603		$	14,027		$	12,326
Expected return on plan assets	(16,181		)	(16,888		)	(14,369		)
Amortization of unrecognized loss	2,526			2,029			2,560
Net periodic pension cost	$	(2,052	)	$	(832	)	$	517

Actuarial gains and losses are amortized using a corridor approach whereby cumulative gains and losses in excess of the greater of 10% of the pension benefit obligation or the fair value of plan assets are amortized over the average life expectancy of plan participants. The amortization period for 2015 was 27 years.

The reclassification adjustment, net of income taxes, for the UK Plan from accumulated other comprehensive loss into net periodic pension cost for the years ended December 31, 2015, 2014 and 2013 was approximately $2.0 million, $1.6 million and $2.0 million, respectively, which was classified as a component of “Cost of sales” and “Selling, general and administrative expenses” in the Consolidated Statements of Operations. 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 $1.8 million, net of income taxes.

UK Plan Assets

The weighted average asset allocations and weighted average target allocations at December 31, 2015 and 2014 were as follows:



Asset Category	Target Asset Allocation		December 31, 2015		December 31, 2014
Equity securities	45.0	%	43.3	%	43.2	%
Debt securities	55.0	%	56.3	%	56.6	%
Cash	—	%	0.4	%	0.2	%
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 range of investments, trading in 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 10 - Fair Value Measurements, the fair value of assets of the UK Plan as of December 31, 2015 and 2014 (in thousands):



	Assets at Fair Value as of December 31, 2015
Asset Category	Level 1		Level 2		Level 3		Total
Equity and equity like investments	$	—	$	114,213	$	—	$	114,213
Corporate bonds	—		114,434		—		114,434
Government bonds	—		34,011		—		34,011
Cash	897		—		—		897
Total	$	897	$	262,658	$	—	$	263,555



	Assets at Fair Value as of December 31, 2014
Asset Category	Level 1		Level 2		Level 3		Total
Equity and equity like investments	$	—	$	121,739	$	—	$	121,739
Corporate bonds	—		124,380		—		124,380
Government bonds	—		35,319		—		35,319
Cash	657		—		—		657
Total	$	657	$	281,438	$	—	$	282,095

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, 2015 and 2014 (in thousands):



Equity and Equity Like Investments	2015		2014
Start of year balance	$	—	$	5,196
Actual return on plan assets, relating to assets still held at reporting date	—		—
Purchases, sales and settlements, net	—		(4,889		)
Change due to exchange rate changes	—		(307		)
End of year balance	$	—	$	—

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 $5.4 million to its UK Plan in 2016.

Estimated Future Benefit Payments

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



	Pension Benefits
2016	$	9,509
2017	$	9,869
2018	$	10,974
2019	$	11,717
2020	$	11,842
Succeeding five years	$	65,494

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, 2015 and 2014 (in thousands):



	2015		2014
Projected benefit obligation	$	295,825	$	332,806
Accumulated benefit obligation	$	295,825	$	332,806
Fair value of plan assets	$	263,555	$	282,095

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, 2015 and 2014 was approximately $7.0 million and $6.7 million, respectively. The estimated fair value of the plan assets as of December 31, 2015 and 2014 was approximately $4.9 million and $5.1 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, 2015 and 2014 are classified as “Other long-term obligations” in 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, 2015 and 2014 included discount rates of 4.00% and 3.80% for 2015 and 4.50% and 4.30% for 2014 . Also, included was an expected rate of return of 7.00% for both 2015 and 2014. The reclassification adjustment, net of income taxes, from accumulated other comprehensive loss into net periodic pension cost for the years ended December 31, 2015, 2014 and 2013 was approximately $0.2 million, $0.2 million and $0.3 million, respectively, which was classified as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations. 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 $0.2 million, net of income taxes. 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 the 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, 2015 and 2014. We recorded a withdrawal liability of approximately $0.1 million for the year ended December 31, 2013.

The following table lists all domestic MEPPs to which our contributions exceeded $2.0 million in 2015. Additionally, this table also lists all domestic MEPPs to which we contributed in 2015 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	2015	2014	FIP/RP Status	2015		2014		2013			Expiration date of CBA
Plumbers & Pipefitters National Pension Fund	52-6152779 001	Yellow	Yellow	Implemented	$	12,021	$	10,425	$	12,509	No	January 2016 to August 2019
Sheet Metal Workers National Pension Fund	52-6112463 001	Yellow	Yellow	Implemented	10,891		9,977		9,476		No	April 2016 to June 2020
National Electrical Benefit Fund	53-0181657 001	Green	Green	N/A	8,513		7,985		7,986		No	February 2016 to September 2020
Pension, Hospitalization & Benefit Plan of the Electrical Industry- Pension Trust Account	13-6123601 001	Green	Green	N/A	7,543		6,219		6,189		No	May 2016 to January 2018

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

2015

2014

2015

2014

2013

National Automatic Sprinkler Industry Pension Fund

52-6054620 001

Red

Implemented

6,697

6,000

4,226

March 2016 to

June 2017

Central Pension Fund of the International Union of Operating Engineers and Participating Employers

36-6052390 001

Green

N/A

6,465

6,518

6,296

January 2016 to

November 2019

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

5,759

4,051

2,412

May 2016 to June 2016

Plumbers Pipefitters & Mechanical Equipment Service Local Union 392 Pension Plan

31-0655223 001

Red

Implemented

5,554

4,962

4,128

Yes

June 2019

Sheet Metal Workers Pension Plan of Northern California

51-6115939 001

Red

Implemented

4,851

3,467

3,658

June 2016 to June 2018

U.A. Local 393 Pension Trust Fund Defined Benefit

94-6359772 002

Green

N/A

4,597

3,585

2,811

Yes

June 2016 to June 2018

Pipefitters Union Local 537 Pension Fund

51-6030859 001

Green

N/A

3,939

2,981

3,690

Yes

January 2016
to August 2017

Northern California Pipe Trades Pension Plan

94-3190386 001

Green

N/A

3,544

3,270

2,258

Yes

June 2016 to June 2018

Eighth District Electrical Pension Fund

84-6100393 001

Green

N/A

3,411

2,695

3,005

Yes

February 2016 to May 2018

Southern California IBEW-NECA Pension Trust Fund

95-6392774 001

Orange

Yellow

Implemented

2,894

2,776

3,215

May 2016 to

November 2019

Southern California Pipe Trades Retirement Fund

51-6108443 001

Green

N/A

2,743

2,863

5,498

June 2016 to
August 2019

Electrical Workers Local No. 26 Pension Trust Fund

52-6117919 001

Green

N/A

2,620

2,880

2,878

Yes

June 2016

to July 2018

U.A. Plumbers Local 24 Pension Fund

22-6042823 001

Green

N/A

2,431

1,998

1,330

Yes

April 2016

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

95-6052257 001

Red

Implemented

2,310

1,824

1,271

June 2016 to June 2020

San Diego Electrical Pension Plan

95-6101801 001

Red

Green

Pending

2,109

1,878

2,162

Yes

September 2016 to May 2020

U.A. Local 38 Defined Benefit Pension Plan

94-1285319 001

Yellow

Implemented

1,526

1,605

1,522

June 2016 to June 2017

Boilermaker-Blacksmith National Pension Trust

48-6168020 001

Yellow

Implemented

1,367

1,177

1,828

April 2017 to
September 2018

Plumbing & Pipe Fitting Local 219 Pension Fund

34-6682376 001

Red

Implemented

1,262

1,107

1,142

Yes

May 2017

Building Trades United Pension Trust Fund Milwaukee and Vicinity

51-6049409 001

Yellow

Implemented

1,111

1,033

918

May 2016



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	2015	2014	FIP/RP Status	2015		2014		2013			Expiration date of CBA
Steamfitters Local Union No. 420 Pension Plan	23-2004424 001	Red	Red	Implemented	845		862		831		No	April 2017 to May 2017
U.A. Local 467 Defined Benefit Plan	94-2353807 005	Red	Red	Implemented	844		787		538		No	June 2016 to June 2018
Plumbers & Pipefitters Local 162 Pension Fund	31-6125999 001	Red	Red	Implemented ⁽³⁾	814		818		770		Yes	May 2019
Other Multiemployer Pension Plans					40,395		44,248		48,724			Various
Total Contributions					$	147,056	$	137,991	$	141,271

_________________


(1)	The zone status represents the most recent available information for the respective MEPP, which may be 2014 or earlier for the 2015 year and 2013 or earlier for the 2014 year.

(2)

This information was obtained from the respective plans’ Form 5500 (“Forms”) 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’ 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 2015.

The nature and diversity of our business may result in volatility in 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 number of participants in the MEPP(s) who are employed by us would also decrease, as would our level of contributions to the particular MEPP(s). Additionally, the amount 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. Our contributions to various MEPPs did not increase as a result of acquisitions made since 2013.

We also participate in two MEPPs that are located within the United Kingdom for which we have contributed $0.2 million, $0.2 million and $0.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. The information that we have obtained relating to these plans is not as readily available and/or as comparable as the information that has been ascertained in the United States. Based upon the most recently available information, one of the plans is 100% funded, and the other plan is between 65% and less than 80% funded. A recovery plan has been put in place for the plan that is less than 80% funded, which requires 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 $108.1 million, $98.3 million and $93.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Our contributions to other post retirement benefit plans did not increase as a result of acquisitions made since 2013. The amount of contributions to 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, 2015, 2014 and 2013 for these plans were $26.5 million, $25.3 million and $22.6 million, respectively. 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, 2015, 2014 and 2013 were $4.8 million, $4.3 million and $4.0 million, respectively.

Our United Kingdom subsidiary has defined contribution retirement plans. The expense recognized for the years ended December 31, 2015, 2014 and 2013 was $4.0 million, $4.5 million and $4.0 million, respectively.