[8] Employee Benefit Plans

Defined Benefit Pension Plan

The Company has a defined benefit pension plan that covers certain of its executive, professional, administrative and clerical employees, subject to certain specified service requirements. The plan is noncontributory and benefits are based on an employee's years of service and "final average earnings", as defined. The plan provides reduced benefits for early retirement and takes into account offsets for social security benefits. The Company also has an unfunded supplemental retirement plan ("Benefit Equalization Plan") for certain employees whose benefits under the defined benefit pension plan were reduced because of compensation limitations under federal tax laws. Effective June 1, 2004, all benefits accruals under the Company's pension plan and Benefit Equalization Plan were frozen; however, the current vested benefit was preserved. Pension disclosure as presented below includes aggregated amounts for both of the Company's plans, except where otherwise indicated.

The Company historically has used the date of its fiscal year-end as its measurement date to determine the funded status of the plan.

A summary of net periodic benefit cost is as follows:

	Year ended December 31,
	2012			2011			2010
	(dollars in thousands)
Interest cost on projected benefit obligation	$	4,011		$	4,526		$	4,531
Return on plan assets		(4,783	)		(5,046	)		(4,960	)
Recognized net actuarial losses		5,487			4,050			2,818
Net periodic benefit cost	$	4,715		$	3,530		$	2,389

Actuarial assumptions used to determine net cost:
Discount rate		4.10	%		5.18	%		5.84	%
Expected return on assets		7.00	%		7.50	%		7.50	%
Rate of increase in compensation	n.a.			n.a.			n.a.

The target asset allocation for the Company's pension plan by asset category for 2013 and the actual asset allocation at December 31, 2012 and 2011 by asset category are as follows:

	Percentage of Plan Assets at December 31,
	Target
	Allocation
Asset Category	2013			2012			2011
Cash		5.0	%		6.6	%		41.8	%
Equity securities:
Domestic		70.0	%		67.5	%		49.5	%
International		20.0	%		20.8	%		8.7	%
Fixed income securities		5.0	%		5.1	%		0.0	%
Total		100.0	%		100.0	%		100.0	%

During 2012, the Company established a new target asset allocation based on the current economic environment to maximize returns in consideration of the long-term nature of the obligations. The Company purchased fixed income and equity securities of $5.7 million, invested $5.0 million in a global equity partnership fund and increased its net investment in hedge funds by $11.5 million, which resulted in a decreased cash position (35.2%). The Company's target allocation for 2013 will include 70% domestic equity securities, 20% international equity securities, and 5% fixed income securities.

As of December 31, 2012 and 2011, plan assets included approximately $44.3 million and $31.1 million, respectively, of investments in hedge funds which do not have readily determinable fair values. The underlying holdings of the funds are comprised of a combination of assets for which the estimate of fair value is determined using information provided by fund managers.

The Company expects to contribute approximately $1.7 million to its defined benefit pension plan in 2013.

Future benefit payments under the plans are estimated as follows:

Year ended December 31,
	(in thousands)
2013	$	5,824
2014		5,878
2015		5,991
2016		6,016
2017		6,033
Thereafter		31,183
	$	60,925

The following tables provide a reconciliation of the changes in the fair value of plan assets and plan benefit obligations during 2012 and 2011, and a summary of the funded status as of December 31, 2012 and 2011:

	Year ended December 31,
	2012			2011
	(in thousands)
Change in Fair Value of Plan Assets
Balance at beginning of year	$	62,105		$	61,702
Actual return on plan assets		3,621			(626	)
Company contribution		5,780			6,234
Benefit payments		(5,369	)		(5,205	)
Balance at end of year	$	66,137		$	62,105

	Year ended December 31,
		2012			2011
	(in thousands)
Change in Benefit Obligations
Balance at beginning of year	$	100,656		$	88,146
Interest cost		4,011			4,526
Assumption change loss		6,031			11,431
Actuarial (gain) loss		(9	)		1,758
Benefit payments		(5,369	)		(5,205	)
Balance at end of year	$	105,320		$	100,656

	At December 31,
		2012			2011
	(in thousands)
Funded Status
Funded status at December 31,	$	(39,183	)	$	(38,551	)

Amounts recognized in Consolidated Balance Sheets consist of:
Current liabilities	$	(187	)	$	(264	)
Long-term liabilities		(38,996	)		(38,287	)

Net amount recognized in Consolidated Balance Sheets	$	(39,183	)	$	(38,551	)

	Year ended December 31,
		2012			2011
	(in thousands)
Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss:
Net Actuarial loss	$	(60,935	)	$	(59,239	)
Accumulated other comprehensive loss		(60,935	)		(59,239	)
Cumulative Company contributions in excess of net periodic benefit cost		21,752			20,688
Net amount recognized in Consolidated Balance Sheets	$	(39,183	)	$	(38,551	)

The net actuarial gain arising during the period, netted against the amortization of the previously existing actuarial loss during the period, resulted in net other comprehensive loss of $1.7 million in 2012, $14.8 million in 2011 and $4.9 million in 2010. Other comprehensive loss attributable to a change in the unfunded projected benefit obligation amounted to a net increase of $39.5 million recognized in prior years. The cumulative net amount of $60.9 million represents the excess of the projected benefit obligations of the Company's pension plans over the fair value of the plans' assets as of December 31, 2012, compared to $21.8 million of contributions in excess of the net periodic benefit cost previously recognized. The net amount of $39.2 million is reflected as a liability as of December 31, 2012 with the offset being a reduction in stockholders' equity. Adjustments to the amount of this pension liability will be recorded in future years, as required, based upon periodic re-evaluation of the funded status of the Company's pension plans.

The estimated amount of the net accumulated loss that will be amortized from accumulated other comprehensive loss into net period benefit cost in 2013 is $6.3 million.

	Year ended December 31,
	2012			2011
Actuarial assumptions used to determine benefit obligation:
Discount rate		3.58	%		4.10	%
Rate of increase in compensation	n.a.			n.a.
Measurement date	December 31			December 31

The expected long-term rate of return on assets assumption was reduced from 7.00% in 2012 to 6.75% for 2013. The expected long-term rate of return on assets assumption was developed considering forward looking capital market assumptions and historical return expectations for each asset class assuming the Company's target asset allocation and full availability of invested assets.

The following table sets forth the plan assets at fair value in accordance with the fair value hierarchy described in Note 3 – Fair Value Measurements:

At December 31, 2012	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Value
	(in thousands)
Cash and cash equivalents	$	4,386		-		-	$	4,386
Fixed Income		3,368		-		-		3,368
Mutual Funds		8,230		-		-		8,230
Equity Partnerships		-		5,823		-		5,823
Hedge Fund Investments:
Cash		2,591		-		-		2,591
Long-Short Equity Fund		-		9,826		9,992		19,818
Event Driven Fund		-		6,542		7,152		13,694
Distressed Credit		-		2,829		2,559		5,388
Multi-Strategy Fund		-		889		1,950		2,839
Total	$	18,575	$	25,909	$	21,653	$	66,137

	Quoted Prices
	in Active
	Markets for		Significant		Significant
	Identical		Observable		Unobservable
	Assets		Inputs		Inputs
At December 31, 2011	(Level 1)		(Level 2)		(Level 3)		Total Value
	(in thousands)
Cash and cash equivalents	$	25,951		-		-	$	25,951
Mutual Funds		5,040		-		-		5,040
Hedge Fund Investments:
Cash		1,385		-		-		1,385
Long-Short Equity Fund		-		-		12,821		12,821
Event Driven Fund		-		-		7,126		7,126
Distressed Credit		-		-		6,252		6,252
Multi-Strategy Fund		-		-		3,530		3,530
Total	$	32,376	$	-	$	29,729	$	62,105

Fund strategies seek to capitalize on inefficiencies identified across different asset classes or markets. Hedge fund strategy types include long-short, event driven, multi-strategy and distressed credit. Generally the redemption of the Company's hedge fund investments is subject to certain notice-period requirements and as such the Company has classified these assets as Level 3 assets.

The table below sets forth a summary of changes in the fair value of the Level 3 assets:

	Changes in Fair Value of Level 3 Assets
	Long-
	Short			Event						Multi-
	Equity			Driven			Distressed			Strategy
	Fund			Fund			Credit			Fund			Total
	(in thousands)
Balance, December 31, 2011	$	12,821		$	7,126		$	6,252		$	3,530		$	29,729
Realized gains		-			-			5			2			7
Unrealized gains		1,624			522			365			173			2,684
Purchases		5,555			3,798			20			19			9,392
Sales		-			-			(894	)		(773	)		(1,667	)
Transfer to Level 2 (1)		(10,008	)		(4,294	)		(3,189	)		(1,001	)		(18,492	)
Balance, December 31, 2012	$	9,992		$	7,152		$	2,559		$	1,950		$	21,653


	Changes in Fair Value of Level 3 Assets
	Long-
	Short			Event						Multi-
	Equity			Driven			Distressed			Strategy
	Fund			Fund			Credit			Fund			Total
	(in thousands)
Balance, December 31, 2010	$	12,864		$	8,444		$	9,447		$	4,341		$	35,096
Realized gains		981			672			306			310			2,269
Unrealized losses		(889	)		(140	)		(219	)		(91	)		(1,339	)
Purchases		7,884			26			7			16			7,933
Sales		(8,019	)		(1,876	)		(3,289	)		(1,046	)		(14,230	)
Balance, December 31, 2011	$	12,821		$	7,126		$	6,252		$	3,530		$	29,729

(1)

The transfer of $18.5 million from Level 3 to Level 2 was comprised of certain hedge funds that became redeemable within 90 days from December 31, 2012.

The Company's plans have benefit obligations in excess of the fair value of the plans' assets. The following table provides information relating to each of the plans' benefit obligations compared to the fair value of its assets:

	At December 31, 2012						At December 31, 2011
			Benefit						Benefit
	Pension		Equalization				Pension		Equalization
	Plan		Plan		Total		Plan		Plan		Total
	(in thousands)
Projected benefit obligation	$	101,796	$	3,524	$	105,320	$	96,930	$	3,726	$	100,656
Accumulated benefit obligation	$	101,796	$	3,524	$	105,320	$	96,930	$	3,726	$	100,656
Fair value of plan assets	$	66,137	$	-	$	66,137	$	62,105		-	$	62,105

Projected benefit obligation greater than fair value of plan assets	$	35,659	$	3,524	$	39,183	$	34,825	$	3,726	$	38,551

Accumulated benefit obligation greater than fair value of plan assets	$	35,659	$	3,524	$	39,183	$	34,825	$	3,726	$	38,551

Section 401(k) Plans

The Company has several contributory Section 401(k) plans which cover its executive, professional, administrative and clerical employees, subject to certain specified service requirements. The 401(k) expense provision approximated $3.8 million in 2012, $4.2 million in 2011 and $2.4 million in 2010. The Company's contribution is based on a non-discretionary match of employees' contributions, as defined.

Cash-Based Compensation Plans

The Company has multiple cash-based compensation plans and a stock-based incentive compensation plan for key employees which are generally based on the Company's achievement of a certain level of profit. For information on the Company's stock-based incentive compensation plan, see Note 11 – Stock-Based Compensation.

Multiemployer Plans

The Company also contributes to various multi-employer union retirement plans under collective bargaining agreements which provide retirement benefits for substantially all of its union employees. The Company's participation in the plans that it considers to be significant for the years ended December 31, 2012 and 2011, is outlined in the tables below. The "EIN/Pension Plan Number" column provides the Employer Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available in 2012 and 2011 is for the plan's year-end at December 31, 2011, and December 31, 2010, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Finally, the acquisitions of Fisk, Anderson, Frontier-Kemper, WDF, FSE, Nagelbush, Lunda, and Becho during 2011 have increased the number of employees covered by the Company's multiemployer plans and contributions made. Aside from these acquisitions, there were no other significant changes that affect the comparability of 2010 through 2012 contributions. Under the Employee Retirement Income Security Act, a contributor to a multi-employer plan is liable, only upon termination or withdrawal from a plan, for its proportionate share of a plan's unfunded vested liability. The Company currently has no intention of withdrawing from any of the multiemployer pension plans in which it participates.

Pension Protections Act

Zone Status

Company Contributions

(amounts in millions)

Pension Fund

EIN/Pension

Plan Number

2012

2011

FIP/RP

Status

Pending Or Implemented

2012

2011

2010

Surcharge Imposed

Expiration Date of Collective Bargaining Agreement

Pension, Hospitalization and Benefit Plan of the

13-6123601/

Green

12.9(b)

6.3(a)

5/8/2013

Electrical Industry -

001

Pension Trust Account

Steamfitters Industry

13-6149680/

Yellow

Implemented

3.5(b)

3.5(a)

6/30/2014

Pension Fund

001

Excavators Union Local

13-1809825/

Green

3.3

2.9

2.8

6/30/2016

731 Pension Fund

002

Carpenters Pension Trust

94-6050970/

Red

Implemented

2.3

1.4

1.7

6/30/2015

Fund for Northern California

001

(a)	Amounts pertaining to plans from one of the Company's newly acquired entities during 2011, and as such, there were no contributions made in 2010.

(b)	These amounts exceeded 5% of the respective total plan contributions.

In addition to the individually significant plans described above, the Company also contributed approximately $29.9 million in 2012, $29.8 million in 2011 and $18.7 million in 2010 to other multiemployer pension plans.