13.

EMPLOYEE BENEFIT PLANS:

Unions’ Multiemployer Pension Plans

Quanta contributes to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements with various unions that represent certain of Quanta’s employees. Quanta’s multiemployer pension plan contribution rates generally are specified in the collective bargaining agreements (usually on an annual basis), and contributions are made to the plans on a “pay-as-you-go” basis based on its union employee payrolls. Quanta may also have additional liabilities imposed by law as a result of its participation in multiemployer defined benefit pension plans. The Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, imposes certain liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. In the fourth quarter of 2011, Quanta recorded a partial withdrawal liability related to the withdrawal by certain Quanta subsidiaries from the Central States, Southeast and Southwest Areas Pension Plan (Central States Plan) following an amendment to the applicable collective bargaining agreement which eliminated their obligations to contribute to the Central States Plan. During the first quarter of 2014, Quanta recorded an adjustment to cost of services to increase the recognized withdrawal liability. Additional information regarding this withdrawal, as well as the withdrawal from the Central States Plan of a company acquired by Quanta in the fourth quarter of 2013, is provided in Collective Bargaining Agreements in Note 15.

The Pension Protection Act of 2006 (PPA) also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which Quanta contributes or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that Quanta may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans.

The following table summarizes plan information relating to Quanta’s participation in multiemployer defined benefit pension plans, including company contributions for the last three years, the status under the PPA of the plans and whether the plans are subject to a funding improvement or rehabilitation plan or contribution surcharges. The most recent PPA zone status available in 2016 and 2015 relates to the plan’s fiscal year-end in 2015 and 2014. Forms 5500 were not yet available for the plan years ending in 2016. The PPA zone status is based on information that Quanta received from the respective plans, as well as publicly available information on the U.S. Department of Labor website, and is certified by the plan’s actuary. Although multiple factors or tests may result in red zone or yellow zone status, plans in the red zone generally are less than 65 percent funded, plans in the yellow zone generally are less than 80 percent funded, and plans in the green zone generally are at least 80 percent funded. Under the PPA, red zone plans are classified as “critical” status, yellow zone plans are classified as “endangered” status and green zone plans are classified as neither “endangered” nor “critical” status. The “Subject to Financial Improvement/ Rehabilitation Plan” column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The last column lists the expiration dates of Quanta’s collective-bargaining agreements to which the plans are subject. Total contributions to these plans correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects. Information has been presented separately for individually significant plans and in the aggregate for all other plans.

Fund

Employee
Identification
Number/ Pension
Plan Number

PPA Zone
Status

Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan

Contributions (in thousands)

Surcharge
Imposed

Expiration Date
of Collective
Bargaining
Agreement

2016

2015

2016

2015

2014

National Electrical Benefit Fund

53-0181657-001

Green

22,912

21,200

20,758

Varies through
March 2020

Pipeline Industry Pension Fund

73-6146433-001

Green

6,954

6,087

6,280

June 2017

Central Pension Fund of the IUOE & Participating Employers

36-6052390-001

Green

5,668

5,677

7,847

Varies through
June 2017

Laborers Pension Trust Fund for Northern California

94-6277608-001

Yellow

Yes

3,805

2,603

1,357

Yes

June 2019

Eighth District Electrical Pension Fund

84-6100393-001

Green

3,089

2,544

2,192

Varies through
November 2018

Alaska Electrical Pension Plan

92-6005171-001

Green

2,701

639

Varies through
March 2017

IBEW Local 456 Pension Plan

22-6238995-001

Green

Yellow

2,298

886

810

Varies through
December 2017

Plumbers and Pipefitters National Pension Fund

52-6152779-001

Yellow

Yes

1,666

850

197

June 2017

OE Pension Trust Fund

94-6090764-001

Red

Yes

1,508

1,264

991

Yes

Varies through
June 2020

Laborers National Pension Fund

75-1280827-001

Green

1,358

7,671

4,227

Varies through
June 2017

Operating Engineers Local 324 Pension Fund

38-1900637-001

Red

Yes

1,291

1,231

1,086

Yes

Varies through
April 2018

Alaska Laborers —Employers Retirement Fund

91-6028298-001

Yellow

Yes

1,216

181

—

January 2017

Local 697 IBEW and Electrical Industry Pension Fund

51-6133048-001

Green

Yellow

1,207

1,066

200

Yes

May 2018

Fund

Employee
Identification
Number/ Pension
Plan Number

PPA Zone
Status

Subject
to
Financial
Improve-
ment/
Reha-
bilitation
Plan

Contributions (in thousands)

Surcharge
Imposed

Expiration Date
of Collective
Bargaining
Agreement

2016

2015

2016

2015

2014

Laborers District Council of W PA Pension Fund

25-6135576-001

Red

Yes

876

—

Yes

June 2017

Midwest Operating Engineers Pension Trust Fund

36-6140097-001

Yellow

Yes

793

3,294

497

Yes

Varies through
June 2017

Alaska Teamster Employer Pension Plan

92-6003463-024

Red

Yes

659

513

516

Yes

January 2017

Joint Pension Local Union 164 IBEW

22-6031199-001

Yellow

Yes

513

1,816

May 2017

Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan

36-3020872-001

Green

Yellow

—

300

1,307

N/A

All other plans

27,201

20,475

21,055

Total

85,235

77,015

71,204

Quanta’s contributions to the following individually significant plans were five percent or more of the total contributions to these plans for the periods indicated based on the Forms 5500 for these plans for the years ended December 31, 2015 and 2014. Forms 5500 were not yet available for these plans for the year ended December 31, 2016.


Pension Fund		Plan Years in which Quanta Contributions Were Five Percent or More of Total Plan Contributions
Pipeline Industry Pension Fund		2015 and 2014
Eighth District Electrical Pension Fund		2015 and 2014
Laborers National Pension Fund		2015 and 2014
Michigan Upper Peninsula Intrl Brotherhood of Elec Workers Pension Plan		2015 and 2014
Local 697 IBEW and Electrical Industry Pension Fund		2015
Local Union No. 9 IBEW and Outside Contractors Pension Fund		2015
Alaska Plumbing and Pipefitting Industry Pension Fund		2015
Teamsters National Pipe Line Pension Plan		2015
Joint Pension Local Union 164 IBEW		2014

In addition to the contributions made to multiemployer defined benefit pension plans noted above, Quanta also contributed to multiemployer defined contribution or other benefit plans on behalf of certain union employees. Contributions to union multiemployer defined contribution or other benefit plans by Quanta were approximately $139.3 million, $147.1 million and $129.0 million for the years ended December 31, 2016, 2015 and 2014. Total contributions made to all of these multiemployer plans for the years ended December 31, 2016, 2015 and 2014 correspond to the number of union employees employed at any given time and the plans in which they participate and varies depending upon the location and number of ongoing projects at a given time and the need for union resources in connection with such projects.

Quanta 401(k) Plan

Quanta maintains a 401(k) plan pursuant to which employees who are not provided retirement benefits through a collective bargaining agreement may make contributions through a payroll deduction. Quanta makes matching cash contributions of 100% of each employee’s contribution up to 3% of that employee’s salary and 50% of each employee’s contribution between 3% and 6% of such employee’s salary, up to the maximum amount permitted by law. Contributions to the 401(k) plan by Quanta were approximately $21.9 million, $17.7 million and $13.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Deferred Compensation Plans

Quanta maintains nonqualified deferred compensation plans pursuant to which non-employee directors and certain key employees, independent contractors and consultants may defer receipt of some or all of their cash compensation and/or settlement of their equity-based awards, subject to certain limitations. The plan covering key employees provides for employer matching contributions for certain officers and employees whose benefits under the 401(k) plan are limited by federal tax law. Quanta may also make discretionary employer contributions to that plan. Matching contributions and discretionary employer contributions are subject to a vesting schedule, provided that vesting accelerates upon a change in control and the participant’s death or retirement. All matching and discretionary employer contributions, whether vested or not, are forfeited upon a participant’s termination of employment for cause or upon the participant engaging in competition with Quanta or any of its affiliates.

Quanta made contributions to the deferred compensation plans of approximately $1.0 million, $1.0 million and $0.3 million during the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, $19.1 million and $11.7 million were included in other long-term liabilities and $17.9 million and $11.3 million were included in other long-term assets related to obligations under these plans and related company-owned life insurance policies. Individuals participating in these plans receive distributions of their respective balances based on predetermined payout schedules or other events and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan.