2013 07-22 PLD-SAC - Final Plus Exhibits - Local 12

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SECOND AMENDED CLASS ACTION COMPLAINT

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H. Scott Leviant, State Bar No. 200834
scott@spiromoore.com
J . Mark Moore, State Bar No. 180473
mark@spiromoore.com
SPIRO MOORE LLP
11377 W. Olympic Blvd., 5
th
Floor
Los Angeles, California 90064-1683
Telephone: (310) 235-2468
Facsimile: (310) 235-2456

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

MARIO SALAS, individually, and on
behalf of all others similarly situated;
MELVIN CHAMBERLAIN,
individually, and on behalf of all
others similarly situated;
ALBIN WATSON, individually, and
on behalf of all others similarly
situated;
J OHN PAXIN, individually, and on
behalf of all others similarly situated;

Plaintiffs,

vs.

INTERNATIONAL UNION OF
OPERATING ENGINEERS, a trade
union;
WILLIAM C. WAGGONER, an
individual;
VINCE GIBLIN, an individual;
J AMES T. CALLAHAN, an
individual;
BRIAN E. HICKEY, an individual;
PATRICK L. SINK, an individual;
J ERRY KALMAR, an individual;
RUSSELL E. BURNS, an individual;
RODGER KAMINSKA, an individual;
J AMES M. SWEENEY, an individual;

Case No.: 12-cv-10506 DDP (VBKx)

CLASS ACTION

SECOND AMENDED CLASS
ACTION COMPLAINT FOR:

[Filed by leave of court granted J une
24, 2013 Docket No. 69]

1. Violations Of Racketeer Influenced
And Corrupt Organizations Act
[18 U.S.C. 1962(c)]
2. Violations Of Racketeer Influenced
And Corrupt Organizations Act
[18 U.S.C. 1962(d)]
3. Violations of Labor Management
Disclosure Act
[29 U.S.C. 501]
4. Breaches of Fiduciary Duties
[ERISA]
5. Breach of Fiduciary Duty [Common
Law]
6. Violation of the California Labor
Code 221 and 2802
7. Negligence and Negligent
Supervision
8. Violation of Cal. Business &
Professions Code 17200, et seq.
9. Aiding and Abetting

DEMAND FOR JURY TRIAL

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ROBERT T. HEENAN, an individual;
DANIEL J . MCGRAW, an individual;
DAREN KONOPASKI, an individual;
MICHAEL GALLAGHER, an
individual;
GREG LALEVEE, an individual;
TERRANCE E. MCGOWAN, an
individual;
LOUIS G. RASETTA, an individual;
J AMES VAN DYKE, an individual;
PATRICIA M. WAGGONER, an
individual;
BERT TOLBERT, an individual;
MICKEY J . ADAMS, an individual;
RON SIKORSKI, an individual;
DAN BILLY, an individual;
DAN HAWN, an individual;
LARRY DAVIDSON, an individual;
STEVE BILLY, an individual;
FRED YOUNG, an individual;
C. W. POSS, an individual;
J OHN NELSON, an individual;
WALT ELLIOT, an individual;
MIKE RODDY, an individual;
MICHAEL CRAWFORD, an
individual;
BRUCE COOKSEY, an individual;
MIKE PRLICH, an individual;
DON BOURGUIGNON, an
individual;
KENNETH BOURGUIGNON, an
individual;
J OHN SAWYER, an individual;
PAUL VON BERG, an individual;
J IM HULSE, an individual;
MIKE GOMEZ, an individual;
OPERATING ENGINEERS FUNDS
INC. a non-profit corporation;
KENNETH D. WAGGONER, an
individual;
INVESCO ADVISERS, INC., a
corporation; and
DOES 1 through 10, inclusive,

Defendants.

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TABLE OF CONTENTS

TABLE OF CONTENTS ....................................................................................... i
I. INTRODUCTION .......................................................................................... 1
II. J URISDICTION AND VENUE...................................................................... 1
III. THE PARTIES TO EACH CAUSE OF ACTION .......................................... 2
A. Plaintiffs ..................................................................................................... 2
B. Defendants .................................................................................................. 3
IV. FACTS COMMON TO ALL COUNTS ......................................................... 9
A. About the IUOE .......................................................................................... 9
B. About IUOE Local 12 Employee Benefit Trusts ..................................... 12
C. IUOE Forced Plaintiffs and Class members Serving As Officers or
Employees of Local 12 to Contribute to the Presidents Club/EPEC, a
Political Action Fund, and a Second EPEC Fund Affecting a
Substantial Number of the Members of Local 12 .................................... 12
D. Waggoner Forced Watson, Salas and Other Employees of Local 12 and
Its Related Entities, including OEFI, to Contribute to His Re-election
Fund .......................................................................................................... 16
E. Assets Were Diverted or Embezzled from Local 12 and IUOE
Accounts or Trust Accounts Created for the Benefit of Union Members19
1. Some Defendants Embezzled Physical Property Purchased By
Local 12 or Its Many Associated Trusts ........................................... 19
2. Defendants William Waggoner, Patty Waggoner, Kenneth
Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson, Dan
Hawn, and Others Used Local 12s Aircraft for Their Personal Use,
Embezzled Revenues Generated by Those Aircraft, and Falsified
Many Years of LM-2 Filings to Conceal Activities, Costs, and
Asset Values ..................................................................................... 25

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3. William Waggoner Provided Politicians With Transportation on
the Local 12 J et, But that In-Kind Contribution Was Frequently
Not Paid for or Reported .................................................................. 31
4. Defendants Waggoner, Sikorski, Adams, Davidson and Hawn
Embezzled Revenue from Local 12s Printing Press Operations,
Failing to Report Income on Any IRS Form 990 or LM-2 Forms,
and Diverting Resources From Agency Fee Members Without
Consent ............................................................................................. 34
5. William Waggoner Engaged in Self-Dealing by Causing Local 12
to Hire Patty Waggoners Company, Spacemaker Tenant
Improvements, to Work on Local 12s Headquarters, OEFI-Owned
Properties, and Other Property ......................................................... 37
6. William Waggoner Diverted Assets From the Pension Fund to
Prop Up Amalgamated Bank, Which Was the Investment
Custodian of Other Funds Placed in Risky Investments .................. 38
7. William Waggoner Diverted Valuable Assets in the Form of Room
Space in the Washington Court Hotel and Authorized Sub-Market
Leases of Revenue-Generating Properties ....................................... 44
8. In Violation of the IUOE Constitution, William Waggoner Steered
Health & Welfare Fund Investments to His Sons Employer While
Kenneth Waggoner Was Employed at Chelsea Management
Without Disclosing the Prohibited Conflict of Interest in LM-30
Filings ............................................................................................... 46
9. William Waggoner, For Many Years, Demanded and Obtained
From Leo Majich, the Diversion of Real Estate Account Funds
from the Local 12 Pension Fund to Pay for Roughly $90,000 in
Rose Bowl Tickets Every Year ........................................................ 47

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10. Leo Majichs Daughter, Theresa Goodell, Used an OEFI Credit
Card to Travel to J amaica to Visit Her Boyfriend and Defrauded
OEFI Out of Other Monies ............................................................... 48
11. Bernard Kotkin & Co., LLP, a Certified Public Accounting Firm,
Was Hired by OEFI to Conduct Annual Audits, Uncovering
Massive Financial Misconduct, Including Embezzlement, Fraud
and the Misuse of Hundreds of Credit Cards ................................... 50
12. William Waggoner Awarded a No-Bid Security Services Contract
to His Friends Firm, Worldwide Security, at Multiple Times the
Competitive Market Rate ................................................................. 51
13. While Waggoner and His Family and Others Were Enjoying
Personal-Use J et Flights and Failing to Reimburse the General
Fund for Printing and J et Time Contributed to Politicians, the
General Fund Was Hemorrhaging Money ....................................... 51
14. OEFI Paid Employees Payroll Taxes Out of the General Fund ...... 52
15. Bert Tolbert, With the Knowledge of Waggoner, Directed or
Caused the Sale of Metal Belonging to OETT (Southern
California) at SA Recycling and Other Recyclers for Cash and Did
Not Deliver That Cash to the Trust .................................................. 53
16. William Waggoner Wrote Off Debts Without Approval of a
Majority of the Trustees When the Debts Were Owed by an
Employer Trustees Company or the Relatives of Waggoners
Close Friends .................................................................................... 54
17. Patty Waggoner Used a Local 12 Ford Flex Without J ustification,
Thereby Embezzling Local 12 Assets .............................................. 55
18. Various Defendants Used Southern California Training Trust
Facilities, Assets, and Personnel to Service and Refurbish Their
Personal Vehicles and Work on Their Homes ................................. 56

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19. William Waggoner Maintained Incompetent Employer Trustees on
the Local 12 Associated Trusts to Guarantee That He Controlled
All Local 12 Associated Trusts ........................................................ 57
F. IUOEs and Local 12s Leadership Used Threats of Physical and
Economic Violence, and Suborned Perjury, to Suppress Investigations
and Maintain Control Over Local 12 ....................................................... 58
1. David Casey Was Beaten at the Direction of William Waggoner
for Running Against Waggoner for Business Manager ................... 58
2. William Waggoner Prevents Opposition Voices From Speaking at
Any Meetings ................................................................................... 59
3. Local 12 Uses Its J ob Referral Service to Suppress Opposition ...... 59
4. Business Agents for Local 12 Carry Guns That Have Had Serial
Numbers Removed ........................................................................... 60
G. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson and
Dan Hawn Allow Employers Contracted With Local 12 to Operate
Double-Breasted, Thereby Depriving Members of Protections and
Benefits Available Under Union Agreements ......................................... 60
H. Steve Montrie, Convicted of Vehicular Manslaughter, Remains a
Business Agent Despite Killing an Individual While Driving a Union
Vehicle Under the Influence of Alcohol .................................................. 61
I. Miscellaneous Breaches of Fiduciary Duties ........................................... 63
J. Waggoner Used Pension Benefits That Should Have Been Universally
Available to All Employees of Local 12 or Its Related Trusts as a
Selective Reward Tool ............................................................................. 64
K. All Employees of Local 12, Other Than Some Clerical Workers, Must
Pay Union Dues Despite no Coverage Under Any Collective
Bargaining Agreement ............................................................................. 65

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L. Waggoner and His Team Issued Instructions to Shred or Hide
Documents That Could Be Used to Corroborate Allegations in This
Lawsuit ..................................................................................................... 66
M. After Destroying or Hiding Documents, Defendants Are Now Moving
Equipment Back to the Southern California Training Sites, Including
Devore, Whittier, and San Diego, to Hide Unlawful Asset Transfers
from the Southern California Training Trust to the Southern Nevada
Training Trust ........................................................................................... 66
N. Local 12 Habitually Purchases Its Vehicle Fleet From Ford and
Services Its Own Vehicles, but Its LM-2 Filings Since at Least 2006
Show Inexplicably Variable Expenditures Classified As Auto Leasing
and Maintenance. .................................................................................... 67
O. Additional False Representations in Mandatory Union Reports ............. 68
V. CLASS ACTION ALLEGATIONS .............................................................. 68
VI. CLAIMS FOR RELIEF ................................................................................ 73
FIRST CLAIM FOR RELIEF .............................................................................. 73
(Violation of 18 U.S.C. 1962(c) of the Racketeer Influenced and Corrupt
Organizations Act [18 U.S.C. 1961-68]) ................................................. 73
By Plaintiffs against All Defendants William Waggoner, Patty Waggoner, Ron
Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert ...... 73
SECOND CLAIM FOR RELIEF ......................................................................... 79
(Violation of 18 U.S.C. 1962(d) of the Racketeer Influenced and Corrupt
Organizations Act [18 U.S.C. 1961-68]) ................................................. 79
Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert ...... 79
THIRD CLAIM FOR RELIEF ............................................................................. 81
(Violations of Labor Management Reporting and Disclosure Act, 29 U.S.C.
411, 431 and 501) ......................................................................................... 81

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By Plaintiffs against Specific Defendants ............................................................ 81
FOURTH CLAIM FOR RELIEF ......................................................................... 85
BREACHES OF FIDUCIARY DUTIES ARISING UNDER ERISA By Plaintiffs
Against Specific Defendants ......................................................................... 85
FIFTH CLAIM FOR RELIEF .............................................................................. 86
COMMON LAW BREACH OF FIDUCIARY DUTY ........................................ 86
By Plaintiffs Against Specific Defendants ........................................................... 86
SIXTH CLAIM FOR RELIEF ............................................................................. 88
VIOLATION OF CALIFORNIA LABOR CODE 221 and 2802 ...................... 88
By Plaintiffs Against Defendants William Waggoner, Ron Sikorski, Mickey
Adams, Dan Hawn, Larry Davidson and OEFI ............................................ 88
SEVENTH CLAIM FOR RELIEF ....................................................................... 89
NEGLIGENCE AND NEGLIGENT SUPERVISION ......................................... 89
By Plaintiffs Against Certain Defendants and Does 1-10 .................................... 89
EIGHTH CLAIM FOR RELIEF .......................................................................... 91
NINTH CLAIM FOR RELIEF ............................................................................. 97
AIDING AND ABETTING OF CONDUCT ALLEGED IN PRIOR CLAIMS ... 97
By Plaintiffs Against All Defendants ................................................................... 97
PRAYER FOR RELIEF ..................................................................................... 100

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I. INTRODUCTION
1. This action arises from years of illegal activity by the International Union
of Operating Engineers (IUOE) and its controlling officers and co-conspirators.
Local 12, a local trade union, and its members, were victimized by those many
years of illegal activity. The unlawful abuses suffered by Local 12 and its members
take two predominant forms. First, millions upon millions of dollars were withheld
and/or embezzled from Local 12 and its membership, much of which was used by
Defendant William C. Waggoner and his circle of co-conspirators for personal
benefit. Second, the membership of Local 12 was denied the right to freely select
its own officers, through fair and honest elections, again, as a result of
machinations by Defendant William C. Waggoner (sometimes, Waggoner), with
the knowledge and assistance of the IUOE and its leadership, of which Defendant
William C. Waggoner was a highly placed member.
2. The conduct of Defendants harkens back to the days of unrepentant
racketeering by organized crime, which makes some sense here. Local 12s
leadership conduct its affairs with the same disregard for others rights as the mob.

II. JURISDICTION AND VENUE
3. The action is brought, among other bases, under the Interstate Commerce
Clause of the United States Constitution, and the Racketeering, Mail Fraud, Wire
Fraud and Money Laundering laws of the United States. In addition, this action is
brought pursuant to Article 1, Section 1 of the Constitution of the State of
California and other statutes and laws of the State of California.
4. J urisdiction is specifically conferred on this Court by various federal
statutes including, but not limited to, the following: Section 1964 of the Racketeer
Influenced and Corrupt Organizations Act of the Organized Crime Control Act of
1970 as amended, 18 U.S.C. 1964, based upon a pattern of racketeering activity
in which Defendants have been engaged in connection with their operation of the

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IUOE, consisting of violations of, among others, (a) 18 U.S.C. 1341, relating to
mail fraud, (b) 18 U.S.C. 1343, relating to wire fraud, (c) 18 U.S.C. 1957,
relating to monetary transactions of unlawfully obtained proceeds from specified
crimes, including mail fraud, 18 U.S.C. 1341, and wire fraud, 18 U.S.C. 1343,
(d) 18 U.S.C. 1951, relating to travel and use of interstate commerce in
furtherance of certain unlawful activities, including unlawful monetary
transactions, 18 U.S.C. 1957.
5. Original jurisdiction lies with this Court as to the Federal questions raised
herein, pursuant to 28 U.S.C. 1331.
6. J urisdiction over any California State causes of action contained in this
Complaint arises under the doctrine of supplemental jurisdiction, 28 U.S.C.
1367(a).
7. Venue as to each Defendant is proper in this District pursuant to 18
U.S.C. 1965, because each of the Defendants resides, is found, has an agent,
controls and/or transacts or transacted affairs in this District. In addition, the
Defendants are engaged in interstate and foreign commerce, and a substantial part
of the events giving rise to the claims for violations of Federal law occurred in this
District, all in the course of interstate and foreign commerce.

III. THE PARTIES TO EACH CAUSE OF ACTION
A. Plaintiffs
8. Plaintiff Mario Salas is, and at all relevant time was, a member of Local
12. Plaintiff Salas is a former Business Agent for (and employee of) Local 12.
Plaintiff Salas is a member of the Local 12 Employee Class.
9. Plaintiff Melvin Chamberlain is, and at all relevant time was, a member of
Local 12. Plaintiff Chamberlain is a former Instructor for the Operating Engineers
Training Trust (OETT), at the San Diego training center (and, as such, a former
employee of OETT). He is now retired.

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10. Plaintiff Albin Watson is, and at all relevant time was, a member of Local
12. Plaintiff Watson is a former Coordinator for the OETT, at the Whittier training
center (and, as such, a former employee of OETT). He is now retired.
11. Plaintiff J ohn Paxin is, and at all relevant time was, a member of Local
12. Plaintiff Paxin is a former Local 12 Executive Board member (and thus a
former employee of Local 12) and Instructor for the OETT, at the Whittier and
Devore training centers (and thus an employee of OETT).
12. Plaintiffs reserve the right to seek leave to amend this complaint to add
new plaintiffs, if necessary, in order to establish suitable representative(s) of the
Class proposed herein and/or any necessary sub-Class.

B. Defendants
13. Defendant IUOE is a trade union that primarily represents operating
engineers, who work as heavy equipment operators, mechanics, and surveyors in
the construction industry, and stationary engineers, who work in operations and
maintenance in building and industrial complexes, and in the service industries.
IUOE also represents nurses and other health industry workers, a significant
number of public employees engaged in a wide variety of occupations, as well as a
number of job classifications in the petrochemical industry.
14. Defendant J ames T. Callahan is the General President of IUOE,
purportedly elected to that position in November 2011. (In fact, his election by
the General Executive Board was little more than an appointment by outgoing
General President (GP) Giblin, as all officers of the General Executive Board
swear allegiance to the GP and to his named successor. There has never been a
contested election in the history of the IUOE for the position of General
President.) Prior to becoming General President, Defendant Callahan served as the
IUOE General Secretary-Treasurer and was elected as an IUOE Vice President in
2008. Defendant Callahan is also a Trustee of the IUOE General Pension Fund.

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15. Defendant Brian E. Hickey is General Secretary-Treasurer of IUOE,
elected in November 2011. Mr. Hickey has served as an IUOE Vice President
since 2001. Defendant Hickey is also a Trustee of the IUOE Central Pension Fund
and is also Business Manager of Local 399, located in Chicago, Illinois.
16. Defendant William C. Waggoner is the First Vice President of IUOE. Mr.
Waggoner was first elected as an IUOE Vice President in 1980. Mr. Waggoner is
also the Western States Director and the Business Manager (the top elected official)
of Local 12 headquartered in Pasadena, California. Mr. Waggoner is the Secretary-
Treasurer of the Southern California Labor Management Operating Engineers
Contract Compliance Trust Fund. Local 12 is a hoisting and portables local which
principally engages in the construction industry.
17. Defendant Patrick L. Sink is the Second Vice President of IUOE. Mr.
Sink was first elected as an IUOE Vice President in 2004. Mr. Sink is Business
Manager of IUOE Local 18 headquartered in Cleveland, Ohio.
18. Defendant J erry Kalmar is the Third Vice President of IUOE. Mr. Kalmar
was first elected as an IUOE Vice President in 2005. Mr. Kalmar is the Business
Manager of IUOE Local 39. Local 39 is headquartered in San Francisco,
California.
19. Defendant Russell E. Burns is the Fourth Vice President of IUOE. Mr.
Burns was first elected as an IUOE Vice President in October 2006. Mr. Burns is
the Business Manager for IUOE Local 3 headquartered in Alameda, California.
20. Defendant Rodger Kaminska is the Fifth Vice President of IUOE. Mr.
Kaminska was first elected as an IUOE Vice President in 2008. Mr. Kaminska is
the Business Manager for IUOE local 101 headquartered in Kansas City, Missouri.
21. Defendant J ames M. Sweeney is the Sixth Vice President of IUOE. Mr.
Sweeney was first elected as an IUOE Vice President in 2009. Mr. Sweeney is the
Business Manager for IUOE Local 150 headquartered in Countryside, Illinois.

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22. Defendant Robert T. Heenan is the Seventh Vice President of IUOE. Mr.
Heenan was first elected as an IUOE Vice President in 2009. Mr. Heenan is the
Business Manager of IUOE Local 542 headquartered in Fort Washington,
Pennsylvania.
23. Defendant Daniel J . McGraw is the Eighth Vice President of IUOE. Mr.
McGraw was first elected as an IUOE Vice President in 2011. Mr. McGraw also
serves as the Northeast Regional Director for the IUOE and is headquartered in
Albany, New York. He is also the Business Manager for IUOE Local 17
headquartered in Lakeview, New York.
24. Defendant Daren Konopaski is the Ninth Vice President of IUOE. Mr.
Konopaski was first elected as an IUOE Vice President in 2011. Mr. Konopaski is
the Business Manager of IUOE Local 302 headquartered in Bothell, Washington.
25. Defendant Michael Gallagher is the Tenth Vice President of IUOE. Mr.
Gallagher was first elected as an IUOE Vice President in 2011. Mr. Gallagher is the
Business Manager of IUOE Local 793 headquartered in Oakville, Ontario, Canada.
26. Defendant Greg Lalevee is the Eleventh Vice President of IUOE. Mr.
Lalevee was first elected as an IUOE Vice President in 2011. Mr. Lalevee is the
Business Manager for IUOE Local 825 headquartered in Springfield, New J ersey.
27. Defendant Terrance E. McGowan is the Twelfth Vice President of IUOE.
Mr. McGowan was first elected as an IUOE Vice President in 2011. Mr.
McGowan is also a Trustee of the IUOE General Pension Fund. He is the Business
Manager of IUOE Local 139 headquartered in Pewaukee, Wisconsin.
28. Defendant Louis G. Rasetta is the Thirteenth Vice President of IUOE.
Mr. Rasetta was first elected as an IUOE Vice President in 2012. Mr. Rasetta also
serves as the Chairman of the Board of the IUOE General Pension Fund. He is the
Business Manager of IUOE Local 4 which is headquartered in Medway,
Massachusetts.

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29. Defendant Vincent (Vince) Giblin was General President of IUOE from
about 2005 until his retirement in November 2011.
30. Other than Defendant William Waggoner, Defendant IUOE, the GPs of
IUOE and the Vice-Presidents of IUOE are named exclusively for any breaches of
their fiduciary duties to union members, their ongoing role in the unlawful
mandatory contributions to the political fund known as EPEC or Presidents Club,
for Negligent Supervision of agents acting on their behalf, including William
Waggoner, and for aiding and abetting the misconduct of other Defendants,
including William Waggoner. The General Executive Board, and through them,
IUOE, has been aware of Defendant Vincent Giblins decision to force
contributions upon union members and has continued to ratify that conduct since
that unlawful plan was first approved by the GEB.
31. Defendant Patricia M. (Patty) Waggoner is the wife of Defendant
William Waggoner and a Senior Vice President of Amalgamated Bank.
32. Defendant Bert Tolbert is the Administrator of the Southern California
Training Trust and the Southern Nevada Training Trust.
33. Defendant Mickey J . Adams is and/or was a Trustee of the Local 12
Health & Welfare Trust, the Local 12 Pension Fund, and the Local 12 Operating
Engineers Training Trust. Defendant Adams is the President of Local 12.
34. Defendant Ron Sikorski is and/or was a Trustee of the Local 12 Health &
Welfare Trust, the Local 12 Pension Fund, and the Local 12 Operating Engineers
Training Trust. Defendant Sikorski is the Vice President of Local 12.
35. Defendant Dan Billy is and/or was a Trustee of the Local 12 Health &
Welfare Trust and the Local 12 Pension Fund.
36. Defendant Dan Hawn is and/or was a Trustee of the Local 12 Health &
Training Trust. Defendant Hawn is the Financial Secretary of Local 12.

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37. Defendant Larry Davidson is and/or was a Trustee of the Local 12 Health
& Welfare Trust, the Local 12 Pension Fund, and the Local 12 Operating Engineers
Training Trust. Defendant Davidson is the Treasurer of Local 12.
38. Defendant C. W. Poss is and/or was a Trustee of the Local 12 Health &
Training Trust. Mr. Poss, on information and belief, is now mentally incompetent;
however, notwithstanding ERISA rules and in violation of his fiduciary duties, he
remains a Trustee of certain Trusts and regularly votes to support the positions of
William Waggoner, in exchange for which he and his family receive expensive paid
vacations, funded by Local 12 trust(s), each year.
39. Defendant Walt Elliot is and/or was a Trustee of the Local 12 Health &
Welfare Trust and the Local 12 Pension Fund.

40. Defendant Michael Crawford is and/or was a Trustee of the Local 12
Health & Welfare Trust and the Local 12 Pension Fund.
41. Defendant Bruce Cooksey is and/or was a Trustee of the Local 12 Health
& Welfare Trust.
42. Defendant Mike Prlich is and/or was a Trustee of the Local 12 Pension
Fund.
43. Defendant Don Bourguignon is and/or was a Trustee of the Local 12
Operating Engineers Training Trust (sometimes referred to as OETT).
44. Defendant Kenneth Bourguignon is a Trustee of the Local 12 OETT the
CEO of OEFI/Southern California Labor Management Operating Engineers
Contract Compliance Trust Fund and the Secretary-Treasurer of the Local 12
Pension Fund.
45. Defendant J ohn Sawyer is and/or was a Trustee of the Local 12 Operating
Engineers Training Trust.

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46. Defendant Paul Von Berg is and/or was a Trustee of the Local 12
Operating Engineers Training Trust.
47. Defendant J im Hulse is and/or was a Trustee of the Local 12 Operating
48. Defendant Mike Gomez is and/or was a Trustee of the Local 12 Operating
49. Defendant Operating Engineers Funds Inc. (OEFI) is a non-profit
corporation that administers the employee benefit programs for over 35,000
participants in Local 12s various benefit funds.
50. Defendant Kenneth D. Waggoner is and individual residing in Los
Angeles County, California. Kenneth D. Waggoner is the son of Patricia and
William Waggoner. Kenneth D. Waggoner is the Vice President, Client Services,
in the Taft-Hartley Group of McMorgan & Company LLC (McMorgan).
51. Defendant Invesco Advisers, Inc. manages assets held in various funds by
OEFI.
52. Plaintiffs do not know the true names or capacities of the persons or
entities sued herein as DOES 1-10, inclusive, and therefore sue said Defendants by
such fictitious names. Each of the DOE Defendants was in some manner legally
responsible for the violations alleged herein. Plaintiffs will amend this complaint
to set forth the true names and capacities of these Defendants when they have been
ascertained, together with appropriate charging allegations, as may be necessary.
53. At all times mentioned herein, the Defendants named as DOES 1-10,
inclusive, and each of them, were residents of, doing business in, availed
themselves of the jurisdiction of, and/or injured Plaintiffs and aggrieved employees
in the State of California, among other locations.
54. At all times mentioned herein, each Defendant was the agent, servant, or
employee of the other Defendants and in acting and omitting to act as alleged
herein did so within the course and scope of that agency or employment.

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Defendants acted in concert or participation with each other, and/or aided and
abetted one another, and/or were joint participants and collaborators in the acts
complained of, and /or were the agents or employees of one another in doing the
acts complained of herein, each and all of them acting or omitting to act within the
course and scope of said agency and/or employment by the others, each and all of
them acting in concert one with the other and all together. Each Defendant was the
co-conspirator, aider and abettor, agent, servant, employee, assignee and/or joint
venturer of each of the other Defendants and was acting within the course and
scope of said conspiracy, agency, employment, assignment and/or joint venture and
with the permission and consent of each of the other Defendants.
55. The term Defendants as used herein includes DOES 1-10.

IV. FACTS COMMON TO ALL COUNTS
A. About the IUOE
56. The IUOE is a trade union that primarily represents operating engineers,
who work as heavy equipment operators, mechanics, and surveyors in the
construction industry, and stationary engineers, who work in operations and
maintenance in building and industrial complexes, and in the service industries.
IUOE also represents nurses and other health industry workers, a significant
number of public employees engaged in a wide variety of occupations, as well as a
number of job classifications in the petrochemical industry.
57. Founded in 1896, IUOE today has approximately 400,000 members in
123 local unions throughout the United States and Canada. IUOE is the 10th largest
union in the AFL-CIO. Through much of its history, IUOE has been closely
associated with criminal enterprises engaged in racketeering and related activities.
In recent years, individuals in senior positions at various IOUE locals have been
charged in criminal cases, including, for example:

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(a) J ohn L. Dorrier, former business agent of Operating Engineers
Local 66, who was sentenced to 12 months imprisonment in
2003 after pleading guilty to charges of embezzlement, forgery,
and interfering with the administration of Internal Revenue
Laws.
(b) J ames Roemer, former treasurer of the Operating Engineers
Local 14, who was sentenced to 41 months imprisonment in
2003 and ordered to pay nearly $3 million in restitution and tax
penalties after pleading guilty to several charges, including
fraud, making and receiving unlawful union payments, tax
evasion, and obstruction of justice.
(c) Morris Diminno, former union representative of the Operating
Engineers Local 14 who was sentenced to 70 months
imprisonment in 2004 after pleading guilty to charges of fraud,
unlawful labor payment, unlawful monetary transaction, and
obstruction of justice.
(d) Louis Moscatiello, organized crime associate who was
sentenced to more than six years imprisonment in 2005 after
pleading guilty to charges of racketeering, extortion, and
conspiracy to commit union embezzlement. Moscatiello
admitted to using his influence over Operating Engineers Locals
14 and 15 to obtain preferential and no-show jobs for other
organized crime associates.
(e) Kenneth Campbell, former business manager of Operating
Engineers Local 825 who was sentenced to 46 months
imprisonment in 2009 after pleading guilty to embezzlement and
taking bribes from contractors.

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(f) Andrew Merola, organized crime associated individual who was
sentenced to 11 years in prison for numerous charges, including
a charge of wire fraud involving a noshow job he had as a
member of the Operating Engineers Local 825.
(g) Leaders and members of the Operating Engineers Local 17 - 10
individuals in all - currently indicted on counts of racketeering
and extortion involving vandalism and damage to machinery at
non-union work sites.
58. The members of the GEB, at all times during their term of service, have
both the constitutional authority and the fiduciary obligation to protect the members
of IUOE. At no time has any member of the GEB acted to curtail the illegal
conduct of Waggoner and the other Local 12 officers and employees named as
Defendants in this action.
59. The members of the GEB, at all times during their term of service, have,
without exception, ratified the ongoing imposition of illegally-imposed political
campaign contributions that were extracted from members.
60. The members of the GEB, at all times during their term of service, have,
without exception, ratified the ongoing imposition of illegally-imposed political
campaign contributions that were extracted from union employees and paid to the
EPEC fund or Presidents Fund.
61. The members of the GEB, including the current members named herein,
ratify acts of the GP on a regular basis. When in session, the GEB acts for IUOE,
so IUOE is liable for their acts. When the GEB is not in session, the GP acts for
the GEB, and, as a result, IUOE is liable for the acts of the GP by virtue of that
agency and under the doctrine of respondeat superior. When the GEB later ratifies
the acts of the GP, the GEB members also assume responsibility for the acts of the
GP.
62.

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B. About IUOE Local 12 Employee Benefit Trusts
63. Local 12 established and maintains certain employee benefit plans for
its members, including the Local 12 Health & Welfare Trust, the Local 12 Pension
Fund, and the Local 12 Operating Engineers Training Trust (OETT).
64. Each of these trusts is an employee benefit plan under the Employee
Retirement Income Security Act.
65. Each trust is governed by a board of trustees. Half the trustees are
representatives of employers who have signed collective bargaining agreements
with Local 12. The remaining trustees are union officers appointed, in fact, by
William Waggoner, who dominates and control the Trusts associated with Local
12.
66. Each Board of Trustees is chaired by a selected member of the Board.
The chairman position is often rotated amongst the Trustees.
67. OEFI is a non-profit corporation that administers the employee benefit
programs for the Local 12 trusts. Each of the trusts is supposed to pay only its pro
rata share of the expenses incurred by OEFI.
68. In addition, the OETT employs Local 12 members directly for the
purpose of administration and training. Salaries, expenses, equipment, training, and
other activities are paid directly from OETT assets.
C. IUOE Forced Plaintiffs and Class members Serving As Officers or
Employees of Local 12 to Contribute to the Presidents
Club/EPEC, a Political Action Fund, and a Second EPEC Fund
Affecting a Substantial Number of the Members of Local 12
69. Vince Giblin, as General President of IUOE, dramatically increased
contributions to IUOEs Political Action Fund, the Presidents Club, previously
known as EPEC. However, he did so by engaging in illegal conduct. Giblin
required any officer of a local union to contribute to the Presidents Club. Officers,
Directors, Coordinators, District Representatives, Business Agents and Organizers

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were all told that if they wanted to serve in their positions, they had no choice but
to contribute to the Presidents Club, in amounts up to $800 per year, calculated as
one percent of $80,000, the salary cap for this contribution. The contributions were
accomplished through compulsory payroll deductions. William Waggoner, the
First Vice President of IUOE, assisted Giblins forced-donation campaign by
demanding contributions from his own Locals employees. Waggoner sent out a
memo to staff members (excluding clerical employees) informing them that they
had to sign an authorization for payroll deductions for the mandatory Presidents
Club contributions. Plaintiffs Salas, Watson and Paxin, among other employees of
Local 12 and its affiliated entities, were required to pay and did in fact pay
mandatory contributions to the Presidents Club. Forcing a contribution in
connection with an implied threat to ongoing employment is a Hobbs Act violation.
Each employee that was compelled to contribute suffered an independent Hobbs
Act violation.
70. All other IUOE Local unions were similarly required to contribute, on a
mandatory basis, to the Presidents Club Political Action Fund. The annual
contribution to the Presidents Club Fund from the employees and officers of all
Local unions is estimated to exceed $2.5 million per year. In 2012, the total
contributions to the fund were $3,023,901.12. A small portion of those
contributions were additional contributions from other members, but the vast
portion consists of mandatory contributions from officers and employees of Locals
around the country. The FEC Committee ID for the Fund is C00029504.
71. The mandatory nature of the contributions was part of IUOEs and
Giblins desire to elevate the stature of IUOE as a political force through aggressive
donations to political candidates. These contributions are used, in part, to shield
IUOE from the full intensity of regulatory scrutiny. IUOEs average expenditures
doubled in 2006 and reached an unprecedented level in 2012:

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72. Rather than soliciting contributions from members, IUOE, in violation
of the Federal Election Campaign Act and Federal Election Commission rules,
mandated that officers and employees contribute to the Presidents Club/EPEC, in
the amount of 1% of compensation, up to 1% of $80,000. As noted above,
Plaintiffs Salas, Watson and Paxin, among other Local 12 employees, were forced
to contribute to this fund under threat of loss of their jobs. Contribution forms are
included as part of the new-hire paperwork. Individuals are first encouraged to
complete the authorization paperwork. When mere encouragement fails, hardball
tactics are applied, and the resisting individual is told that they must contribute if
they want to keep their job. Threats to employment to obtain contributions
constitute a type of embezzlement that also amounts to a violation of the Hobbs Act
each time it occurs.
73. In 2008, after already pressing for increased contributions from officers
and employees, Giblin and International implemented a plan to circumvent union
member consent and collect a five-cent per hour political contribution directly from

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employers, through collective bargaining agreements. The local unions were
directed to negotiate this provision and then supply employers with check-off lists
of union members from whom the contributions would be automatically deducted
from their paychecks, even though the union members were often unaware that this
was occurring and had not consented to it. At the 2008 IOUE General Convention,
IUOE resolved, in Resolution 12, that:
NOW THEREFORE. BE IT RESOLVED that each IUOE local union
make it a top priority to negotiate at least a five-cents per hour check-
off in all collective bargaining agreements for the purpose or raising
voluntary political contributions;
BE IT FURTHER RESOLVED that it is mandatory that the
International negotiate at least a five-cents per hour check-off in all
national collective bargaining agreements for the purpose or raising
voluntary political contributions;
However, this practice was already underway in IUOE, and the IUOE Board
merely ratified this illegal practice that Giblin had already instituted after assuming
the General Presidency in and around 2005, between the conventions that occur
once every five years. The end result was that members around the country were
forced into political contribution schemes without voluntarily consenting to
participation. The results of this illegal behavior speak for themselves, as IUOEs
political collections and expenditures skyrocketed under Giblins control. In the
37
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Convention Program, Giblin boasted about the results of his unlawful political
contribution collection schemes when he wrote:
Also, the IUOE today ranks near the top of national lists as one of the
most active union political players in terms of influence and voluntary
contributions. Considering that three years ago we couldnt be found
on anyones political list, this is a very noteworthy accomplishment
and one we have every intention of continuing to improve on as we
move forward.
What is implausible about this claim is the characterization of contributions as
voluntary. At that same convention, contributions from members were mandated

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to be included in collective bargaining agreements, and officers and employees of
locals around the country experienced coercive pressure, rising to the level of
extortion, to contribute upon threat of job loss, eliminating any pretense of choice.
Financial threats of economic harm and retaliation, in violation of the Hobbs Act,
among other laws, were used, at the direction of IUOE and Giblin, to obtain the
dramatically increased contribution levels about which Giblin boasted. On
information and belief, the practice of collecting mandatory contributions continues
under the present IUOE administration that includes IUOE itself, GP Callahan and
the current GEB.
74. Waggoner, fully in agreement with Giblins mandatory voluntary
donation extortion scheme, required that all collective bargaining agreements
negotiated by Local 12 should include a similar five cent per hour contribution to
the EPEC fund.

D. Waggoner Forced Watson, Salas and Other Employees of Local 12
and Its Related Entities, including OEFI, to Contribute to His Re-
election Fund
75. The OETT is managed by a group of six purportedly independent
Trustees; however, the independence is a sham. Three Trustees work for
Waggoner as union representatives on the Board. Three other Trustees represent
contractors from the management side. Waggoner ensures that at least one
management-side Trustee will always vote in the manner that Waggoner directs.
Thus, since Waggoner always has the three union-side Trustees who do his bidding,
Waggoner controls a majority of the six OETT trustee votes at all times. One way
that Waggoner accomplishes this control is through the inclusion of Trustees that
are no longer capable of understanding the materials presented to Trustees as a
result of physical infirmity. Another way that Waggoner accomplishes this control
is by providing gifts from the Trusts to management-side Trustees, such as

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expensive vacation travel, where luxury resorts and airfare are covered by the Trust
and concealed as travel for educational.
76. Albin Skip Watson became the Curriculum Coordinator of the OETT in
and around November 1997. When Watson became the Curriculum Coordinator,
he was given a monthly expense check, in the amount of $550 per month. The
monthly expense payment was made to all OETT instructors. The money came
from OETT assets. Mr. Watson asked if he was required to submit receipts or
document the expenses incurred. He was told no. Neither the OETT Board nor the
OETT Administrator made any attempt to verify that expenditures from the $550 a
month expense checks were for the benefit of the OETT.
77. After Mr. Watson had been in that position for about two years, the
Administrator called him into his office and reprimanded Watson for failing to
contribute to the BAs Fund (i.e., the Business Agents Fund, formerly referred
to internally as the slush fund). Watson had no idea what the Administrator was
talking about. The Administrator explained that anyone who received a monthly
expense check was expected to contribute $50 a month to the BAs Fund. The
BAs Fund, as discussed below, was directly for the benefit of Waggoner.
78. The Administrator made it clear to Watson that the contribution was not
viewed as voluntary. While the Administrator excused Watson for his lack of
contributions in the past, Watson was told to begin contributions immediately.
When Watson later asked what the money was for, a business agent explained to
him that it was for the Bill Waggoner Re-Election Fund. That business agent
told Watson that the money went to Pasadena and was given to Waggoners
secretary, which confirmed that Waggoner intended all along to embezzle from the
OETT fund, using employees controlled by threat of termination to siphon those
funds. The form 5500 filing for OETT was falsified by Waggoner and the other
Trustees, who falsely certified that the entire $550 was an expense reimbursement
to employees of OETT, when $50 was, in truth, added at Waggoners direction to

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permit his election fund embezzlement scheme. Thus, $600 was received from
each employee per year as an untaxed transfer of assets ($50 per month, equal to
$600 per year).
79. When employees asked if they could pay their mandatory BAs Fund
contribution by check, they were told, No. This fund does not exist. Cash only.
Both Plaintiffs Watson and Salas were forced to contribute to the BAs Fund. The
insistence upon cash payments further confirms that Waggoner and OETT
Administrator Tolbert were aware of the unlawful nature of this contribution
demand.
80. Cash payments from Local 12 employees were eventually delivered,
either directly or through District Representatives, to Patricia Harvey, Waggoners
secretary. Patricia Harvey issued receipts to District Representatives or
Coordinators for the cash payments they delivered to her. So long as Local 12 has
not already shredded those receipts as it has done with other documents since the
filing of this lawsuit, those receipts will further confirm the existence of this
additional, mandatory contribution scheme. California Penal Code section 135
states: Every person who, knowing that any book, paper, record, instrument in
writing, or other matter or thing, is about to be produced in evidence upon any trial,
inquiry, or investigation whatever, authorized by law, willfully destroys or conceals
the same, with intent thereby to prevent it from being produced, is guilty of a
misdemeanor. The destruction of documents at Local 12 constitutes criminal
conduct.
81. Payments collected by Patricia Harvey were turned over to Karen Ragin-
Best for deposit. Two-thirds of the $50 payments went towards the Bill Waggoner
Re-Election Fund, and one-third remained in the BAs Fund. Karen Ragin-Best
and Mickey Adams were both signatories to the Bill Waggoner Re-Election Fund.
When any banking transactions occurred, both Karen Ragin-Best and Mickey

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Adams were required to be present, though Ron Sikorski was an alternate signatory
if one of the other two was not available.
82. Local 12 office employees Susan Holmes, Karen Ragin-Best and Patricia
Harvey were rewarded with a $400 per month car allowance, despite the fact that
they never drove their personal vehicles on union business. Instead, the car
allowance was a reward for loyalty to Waggoner, including loyalty in
administration of the illegal Bill Waggoner Re-Election Fund and the BAs Fund,
which were funded with extorted monies.
83. In addition, Defendant IUOE, through its General President and GEB,
required all union employees, including Plaintiffs, to contribute to its political
action fund, the Presidents Club, aka EPEC. Employees were required to
contribute money as a condition of their employment, in violation of the law. This
constituted extortion. Defendant Waggoner enforced the requirement in Local 12.
84. All Plaintiffs, other than Melvin Chamberlain, were compelled to
contribute to the BAs Fund, discussed herein, at the risk of losing their jobs. All
Plaintiffs were compelled to the IUOE Presidents Club, aka EPEC, which, in J une
2013, gave $900,000 to members of Congress.

E. Assets Were Diverted or Embezzled from Local 12 and IUOE
Accounts or Trust Accounts Created for the Benefit of Union
Members

1. Some Defendants Embezzled Physical Property Purchased
By Local 12 or Its Many Associated Trusts
85. One OETT site purchased a semi trailer. The semi trailer was gutted and
apprenticeship staff turned it into a mobile barbeque facility. It is capable of
producing enough food to feed tens of thousands of individuals. Defendant
William Waggoner took the converted semi trailer and parked it in his own

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backyard. Waggoner leases the trailer back to Local 12, retaining the revenue for
himself and his wife, when Local 12 wants to use it for a Local 12 barbeque or
other Local 12 sponsored event.
86. During the last several years, the Southern California Training
Trust(OETT), a Taft-Hartley fund established to provide member training
services to the Local 12 members in California, has purchased equipment initially
identified as purchased for OETT.
1
However, the equipment would then be deleted
from the Southern California Training Trust inventory, and transferred to the
Southern Nevada Training Trust, without compensation from the Southern Nevada
Training Trust to the Southern California Training Trust.
87. Southern California Training Trust training personnel and equipment were
used to transfer equipment from the Southern California Training Trust to the
Southern Nevada Training Trust. Southern California Training Trust personnel,
including Peter Majich, an employee of the Southern California Training Trust,
applied for and received DOT permits to transfer wide load equipment. Peter
Majich operated the lead vehicle during the transport of large construction
equipment to the Southern Nevada Training Trust. When equipment is deleted
from the Southern California Training Trust inventory, it is not returned to the
Southern California Training Trust. However, some equipment also has been
loaned from the Southern California Training Trust to the Southern Nevada
Training Trust for periods of time including one month to many years. In these
cases, fair market rental value has not been paid by the Southern Nevada Training
Trust to the Southern California Training Trust. Plaintiffs, who paid contributions

1
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the Southern California Training Trust and the Southern Nevada Training Trust as
OETT. The main location in Southern California is often called OETT Whittier.
However, these two Taft-Hartley trust funds are distinct legal entities, though the
management employees co-mingled assets of the two trusts and treated them, at
times, as though they were a single entity. This reckless disregard for fund
separateness places the status of both funds at risk under IRS regulations.

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into the Trust, were injured when assets were embezzled from those Trust funds
and when fair rental rates were not paid for the extended use of those equipment
pieces.
88. Employees of the Southern California Training Trust create the
curriculum, testing, interview applicants and actually instruct and/or teach
apprentices in Southern Nevada. However, the Southern Nevada Training Trust
does not repay the Southern California Training Trust for the use of its employees
that remain at all times on the Southern California Training Trust payroll. The
Southern Nevada Training Trust also fails to share in the cost of benefits provided
to instructors on the payroll of the Southern California Training Trust. J im Leslie,
Skip Watson, and Dave Barton were sent to Southern Nevada to provide trainings
at that Trust, but the Southern Nevada Training Trust did not pay for their time or
training materials. During testing, proctors would be sent from Southern California
to Southern Nevada, but, again, the Southern Nevada Training Trust did not pay for
the Southern California Training Trust staff time. Lee Landers and Ron Havlick of
the Southern California Training Trust also were sent to provide services to the
Southern Nevada Training Trust, but the value of their services was not reimbursed.
Handbooks were printed and shipped to the Southern Nevada Training Trust from
Southern California, at Southern Californias expense.
89. Defendant Bert Tolbert is the Administrator for both the Southern
California Training Trust and the Southern Nevada Training Trust. But Tolbert
remained at all times exclusively on the Southern California Training Trust payroll.
No compensation for Tolbert is listed on the Southern Nevada Training Trusts
DOL 5500 filings or IRS form 990. The total value of Tolberts compensation
package is approximately $200,000 per year, including salary and benefits. Tolbert
also is allowed to participate in the General Pension Plan, but he should not be
permitted to do so, since his participation in that Plan would occur exclusively by
means of employment by the Southern Nevada Training Trust, which, based on the

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relevant records, does not appear to employ him. Instead, Tolbert and Waggoner
conspired to improperly include Tolbert in the General Pension Plan, injuring
Plaintiffs Watson, Paxin and Chamberlain by discriminatory non-inclusion.
Tolberts pension benefit has been embezzled from the Southern Californias
OETT. Tolberts participation violated the all or none provision imposed by IRS
regulations and the General Pension Plan rules. Tolbert was included illegally, so
now every other employee of Southern Californias OETT must be included or the
plan is at risk of revocation under IRS regulations. Plaintiffs Watson, Paxin and
Chamberlain, and the other class member employees of Southern Californias
OETT were and are injured by non-inclusion in the General Pension Plan.
90. Defendant Bert Tolbert also placed his granddaughter J odi McMullen on
the Southern California Training Trust payroll in order to provide her with health
care through the Health & Welfare Fund. Ms. McMullen, about 25 years old at the
time, had been addicted to prescription drugs and alcohol which destroyed her
liver. She was on the liver donor list and received a liver at the expense of the
Trust. Ms. McMullen did almost no work while she was on the payroll. She would
spend a lot of her time printing out pictures of animals, going through several color
printer cartridges in a week, or drawing with crayons. Tolbert violated his
fiduciary duties as a Taft-Hartley fund administrator by hiring a relative who did
little if no work in order to allow her to obtain an expensive medical procedure at
the expense of the Trust.
91. Bills for the Southern Nevada Training Trust are received by the Southern
California Training Trust. Defendant Tolbert reviews those bills. Tolbert then
approves those bills for payment and sends them to office staff to process and pay.
There is no system in place between the training centers in California and Nevada
to bill the Southern Nevada Training Trust for services provided by the Southern
California Training Trust. In substance, two separate Trusts are operated out of a
single office, without fair allocation of the expenses and overhead between the

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Trusts. Bills were sent from Southern Nevada to Southern California on an almost
weekly basis, and paid by Southern California, to the financial detriment of the
Southern California Training Trust and its beneficiaries, whose trust funds are
wrongly diminished in this fashion.
92. Vehicles owned by Local 12 or the Southern California Training Trust
training center that were scheduled to be sold at auction after their useful life were
often pulled from sale and purchased by Administrators, Board Members, Officers
and upper management of Local 12, including line officers, at a sub-market rate
price from the auction house. The vehicles were then restored by staff members at
the Southern California Training Trust Whittier training center (aka OETT
Whittier). All replaced parts for such vehicles were charged to other equipment
numbers. The time required for OETT Whittier staff members to restore the
vehicles was not paid to the Southern California Training Trust. The restored
vehicles ownership would then be transferred to the union staff member who
purchased the vehicle at the sub-market rate. Administrators, Board Members,
Officers and upper management of Local 12, including line officers, have taken
advantage of this scheme, thereby embezzling funds from the Southern California
Training Trust. Many of those same individuals receive free service on their
personal vehicles at OETT Whittier, constituting further embezzlement of union
resources. For example, Bert Tolberts brother-in-law received a full restoration on
a Dodge Stakebed pick up. Bert Tolbert also had personal riding lawnmowers
repaired by staff at OETT Whittier. Bert Tolbert would also dispatch OETT
Whitter vehicles to pick up and then repair equipment or vehicles owned by
Administrators, Officers, Board Members, or upper management employees.
93. Union leaders, including Waggoner, also store personal vehicles at the
OETT Whittier training center without paying fair rental compensation for use of
the space, thus providing value to such union officers that they are not entitled to
receive. For example, Waggoner stores a vintage Cadillac at the OETT Whittier

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training center. Special devices were constructed without cost to Waggoner, but
rather at the expense of the OETT to allow OETT Whittier staff to move
Waggoners vehicle when they require access to the bay space it occupies.
94. Employees of OETT were dispatched to repair or service Mickey Adams
boat, which was docked at a river. Mickey Adams embezzled the staff time, OETT
vehicle usage, fuel costs, and parts for the repair of his boat. In at least one
instance, Pete Majich was dispatched to provide repair services for Mickey Adams
boat. The parts were purchased by OETT and reported as operating costs on the
5500 forms filed for OETT. 5500 forms are transmitted by wire to the DOL. The
false filings in this instance and in all instances alleged herein, constitute wire
fraud, since the false filings were in furtherance of and to conceal asset
embezzlement schemes.
95. In short, those individuals receiving these embezzled benefits, including
individuals who were Defendants Officers of Local 12, senior management
Defendants for Local 12 and affiliated OEFI, and the OETT Trustees, as parties in
interest to the Trust, received fund assets that were neither reasonable nor
necessary to OETT operation and administration.
96. Trustees of OETT (Southern California) and OETT (Southern Nevada), as
well as Bert Tolbert and the officers of Local 12, actively concealed the misuse of
OETT assets from the members, who were not reasonably able to discovery the
embezzlement and related criminal activity until 2012.
97. As of about November or December 2012, during the pendency of this
litigation, records were being destroyed at the OETT Whittier training center by
staff. The records being destroyed are more recent records, rather than the very old
files that date back to the 1970s.

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2. Defendants William Waggoner, Patty Waggoner, Kenneth
Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson,
Dan Hawn, and Others Used Local 12s Aircraft for Their
Personal Use, Embezzled Revenues Generated by Those
Aircraft, and Falsified Many Years of LM-2 Filings to
Conceal Activities, Costs, and Asset Values
98. At least as early as 2000, Local 12 owned a Beechcraft Super King Twin
Turbo Prop airplane, FAA Aircraft N44KA. Local 12 did not report the value of
this aircraft on Line 7 of Schedule 5 attached to Local 12s 2000 Form LM-2 Labor
Organization Annual Report (LM-2). However, in the same LM-2 filing,
Nickolas Bruce Timpe is listed in Schedule 10 (Disbursements to Employees) as
a pilot employed by Local 12 in 2000. William Waggoner is listed as the
addressee for any mailings associated with the LM-2.
99. The FAA listed Aircraft N44KA as a model number B200 turbo prop, SN
BB-1711, manufactured by Raytheon Aircraft Co. Raytheon model B200 is
commonly referred to as a Beechcraft Super King Air.
100. Waggoner and Local 12 also failed to report this aircraft on the 2001
LM-2. But, as before, Nickolas Bruce Timpe is listed in Schedule 10
(Disbursements to Employees) as a pilot employed by Local 12. The 2001
LM-2 also appears to omit the aircrafts costs and expenses, other than the pilot
salary, though, based on a 2004 filing by Local 12, it is clear that Local 12 claimed
to have a Beechcraft Super King Air aircraft registered with the FAA as N44KA.
101. In 2002, Local 12 borrowed $4,000,000 from the Work Preservation
Fund (but did not report the loan on the Funds 5500 filing), on a note allegedly
issued on J une 1, 2002, to mature on J une 1, 2015, with stated payments of $25,000
per month. The claimed purposed of the loan was to serve as the down payment on
a new aircraft. In addition to that loan, the 2002 LM-2 also lists a loan from
Amalgamated Bank of New York, in the original amount of $3,352,125.00, at an

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interest rate of 4.25%. The loans note date is J une 30, 2002, with a maturity date
of J uly 1, 2003, but no payments were reported on the LM-2 filing for 2002. In
2002, Nickolas Bruce Timpe is listed in Schedule 10 (Disbursements to
Employees) as a pilot employed by Local 12. Allen Wayne Morisset is listed on
that same Schedule as a Business Agent in 2002, but he is later listed as a pilot in
2003. The purpose of this misclassification of employees was to conceal the true
cost of operating the Local 12 aircraft from members any anyone examining the
LM-2 filing by Local 12.
102. In 2002, Local 12 purchased a 2001 Cessna Citation XL, with
registration number N705SG. The reported value of the Cessna in 2002 was
$8,644,396.00. The value reported is false, because the Cessna, though claimed by
Waggoner to be new, was actually previously owned, which diminished its actual
value. The nine-passenger cabin was appointed with, among other things, leather
seats, a couch, a lavatory, walnut trim, 110-volt electrical outlets, 4 writing tables,
and a wine caddy. The plane is pictured below:

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Waggoner convinced the Executive Board to approve the purchase as an investment
because, as promised by Waggoner, the new Cessna jet would be leased,
generating income, at least 51% of the time, when, in fact, Local 12 never reported
lease income.
103. In 2003, Waggoner and Local 12 failed to report either the Beechcraft
or the Cessna aircraft on the 2003 LM-2. But aircraft sales tax was reported for the
purchase of the newer aircraft, in the amount of $705,375. The loan from the Work
Preservation Fund was listed as receiving timely payments. However, no payments
were made on the Amalgamated loan for the reporting period of 2003. Despite no
reported payments on the Amalgamated loan, Amalgamated Bank of NY loaned an
additional $1,000,000.00 to Local 12. In 2003, Nickolas Bruce Timpe and Allen
Wayne Morisset were listed in Schedule 10 (Disbursements to Employees) as a
pilots employed by Local 12. Christopher Gables is reported on staff as
clerical in 2003, but he later is listed as a pilot in 2004.
104. In the 2004 LM-2 filing, an aircraft with tail number N44KA, the
Beechcraft Super King Air twin turbo prop, was reported as sold for $1,705,000.00.
The 2004 LM-2 reported an initial cost $6,422,438.00; however, the IRS 990 filing
for the same year reports the initial cost as $3,122,437.50 excluding a newly
purchased engine. Local 12 also reported purchasing an engine for the turbo prop
aircraft for $300,000.00 during the 2004 reporting period. The loan from the Work
Preservation Fund was listed as receiving timely payments. However, no payments
were made on the Amalgamated loan for the reporting period of 2004. In 2004,
Nickolas Bruce Timpe and Christopher Gables are listed in Schedule 10
(Disbursements to Employees) as a pilots employed by Local 12. The 2004
LM-2 does not appear to reflect either aircrafts operating costs and expenses, other
than the pilot salaries.

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105. In the 2005 LM-2 report, more information was suddenly reported
about the aircraft. Pilot salaries of $140,024.00, and total disbursements to pilots
of $176,666.00 were reported. Transactions involving aircraft were reported in
General Overhead, in amounts of $92,721, $35,550, $93,633, totalling
$221,904.00. The Amalgamated Bank loan was repaid in full, without any
apparent interest. The Amalgamated Bank loan was, in truth, a reverse kickback
designed to obligate Local 12 to continue doing business with Amalgamated Bank
despite the latters deteriorating financial condition.
106. In the 2006 LM-2 report, even more information was suddenly
reported about the remaining aircraft, the Cessna jet. Pilot salaries of $123,376.00,
and total disbursements to pilots of $161,337.00 were reported. Transactions
involving aircraft were reported in General Overhead, in amounts of $63,373,
$31,550, $551,964, $138,615, $65,232, $ 37,084, totalling $887,818.00. The total
transactions for one aircraft exceeded $1 million. Prior to 2005, there were two
aircraft maintained at some point; i.e. a Beechcraft Super Sky King and the Cessna.
Earlier LM-2 reporting does not seem to reflect one or both aircrafts operating cost
and/or expenses other than the pilot salary expense.
107. In the 2007 LM-2 report, pilot salaries of $156,370.00 and total
disbursements to pilots of $186,811.00 were reported. Transactions involving
aircraft were reported in General Overhead, in amounts of $40,835, $136,464,
$59,829, $36,138, $149,331, $ 5337, $49,119, $18,700, $204,034, totalling
$699,787.00.
108. In 2009, the Cessna, with registration number N705SG, was advertised
for lease, at $3,325.00 per hour. No lease proceeds are reported in any LM-2 filing
by Local 12. The agent handling lease arrangements was Guardian Air, owned by
J ames Previti.

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109. In the 2010 LM-2 filing, the value of the Cessna is not reported or not
accurately reported. The total value of reported other fixed assets is $11,342.00,
far below the value of the Cessna.
for lease. To Plaintiffs knowledge, however, no lease proceeds are reported in any
LM-2 filing by Local 12.
111. In the 2011 LM-2 filing, the value of the Cessna is not reported or not
accurately reported. The total value of reported other fixed assets is $22,560.00,
far below the value of the Cessna.
for lease at a rate of $3,325 per hour, through the Guardian J et Center. However,
since the filing of this action, the listing on Guardians website has vanished.
113. Union officers, who frequently travelled in the Local 12 aircraft,
would sometimes take commercial flights just to make it look good. The
locations where this aircraft flew and does fly are adequately serviced by most
commercial carriers.
114. Vince Giblin utilized the Cessna on multiple occasions without
compensating Local 12 for the rental time and expense of operating the plane.
115. On March 3, 2012, LeAnn Goff married Kenneth D. Waggoner. Goff
is the daughter of Vice President Carl Goff of Local 3. While it was originally
believed, based on the circumstances of the timing, that Waggoner attended that
wedding in Sacramento using Local 12s Cessna, the Cessna, on that one occasion,
was actually being serviced by Cessna. However, there are numerous other
instances where William Waggoner and/or Patricia Waggoner used the Cessna for
personal travel. For example, William Waggoner flew to Bakersfield to attend a
Ray Price concert. Local 12 paid for that excursion. William Waggoner also used
the Local 12 Cessna to attend rodeo and NASCAR events in Las Vegas. The rodeo
events were annual trips for Waggoner. And the entire Waggoner family flew to

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Las Vegas to attend the wedding of Margaret Hammond. These trips were not
reimbursed to Local 12, which had to pay the costs associated with the use of the
Cessna. Waggoner also used the Local 12 Cessna jet to fly to Bakersfield to attend
the funeral of a member of Mickey Adams family.
116. Patricia Waggoner, wife of William Waggoner, used Local 12s
Beechcraft and Cessna jet for her own personal travel. For example, Patricia
Waggoner would use the Local 12 Cessna to fly to Las Vegas for shopping trips.
She sometimes travelled with a representative of ProBiz Bank, Valerie Prince, who
brokered a $10 million loan to Local 12s Health & Welfare Fund, and/or Dr. J ohn
Giddings. Patricia Waggoner also used Local 12s Cessna J et to go on shopping
trips with Maritza Adams, Mickey Adams wife.
117. William Waggoner frequently used Local 12s Beechcraft to visit his
brother, Geno in Lawrence, Kansas (not Branson, Missouri, as previously alleged).
On flights to the east coast or the midwest, Waggoner would stop over in
Lawrence, Kansas to visit his brother and refuel the Cessna jet, despite higher fuel
costs for refuelling there.
118. Maritza Adams, defendant Mickey Adams wife was frequently a
guest on the Local 12 jet for the personal purpose of visiting her mother in
Henderson, Nevada.
119. Kenneth D. Waggoner, William Waggoners son, was shuttled back
and forth to college in Santa Clara on the Local 12 Cessna jet. Local 12 was not
reimbursed for this personal use of Local 12s property.
120. In virtually every instance where William Waggoner used Local 12s
Cessna, he would require the pilots to fly the Cessna jet from Ontario, California,
where it was stored, to Van Nuys, California, because it was slightly closer to his
home than the Ontario airport and the traffic was better. Each of these short hops,
requiring an extra landing and takeoff, cost Local 12 roughly $2,000 in additional

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charges. These additional charges are an abuse by fiduciaries to the union and
amount to embezzlement of union funds for personal benefit.
121. In sum, Defendants William Waggoner, Patty Waggoner, Kenneth
Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson, Dan Hawn, and others
used Local 12s aircraft purchased by Local 12 for their personal use, embezzled
revenues generated by those aircraft, and falsified many years of LM-2 filings to
conceal activities, and costs, and asset values from discovery by members.

3. William Waggoner Provided Politicians With
Transportation on the Local 12 Jet, But that In-Kind
Contribution Was Frequently Not Paid for or Reported
122. Approximately one-third of Local 12s members are agency fee
members, who include all public employees who are members of Local 12.
Agency fee members must be given the choice to decline political contributions.
Waggoner, without consent or approval of the membership, gave use of Local 12s
Cessna J et to Local 12s Political Action Fund. The Political Action Fund, in turn,
made in-kind contributions of J et flight time to individuals running for elected
office or to politicians promoting matters of interest to Local 12. Because the
Political Action Fund failed to compensate Local 12 for use of Local 12s Cessna
J et, the in-kind contributions amounted to forced political contributions, and
agency fee members were precluded from opting out of partisan union political
spending or other activity.
123. It is well known within the IUOE that Hilda Solis' congressional
election campaign was heavily funded by the Operating Engineers and other
unions. In fact, during her time in Congress (2001-09), she received more than
$900,000 in contributions from unions (not including the in-kind contributions
discussed below). She was flown to Washington D.C. for her swearing in on Local
12's Private J et. William Waggoner bragged openly that he was flying Hilda Solis

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back to Washington D.C. to be sworn in. Vince Giblin responded to this boasting
by declaring, We finally have a friend in the Department of Labor. Vince Giblin
then chastised other Business Managers for failing to make similar investments in
political candidates. Giblin commended Waggoner, the First Vice President of
IUOE, and J ames Sweeney, the Seventh Vice President and Business Manager of
Local 150, for their heavy investments into political campaigns on both the state
and national level. Hilda Solis also flew on Local 12s Cessna jet while serving in
Congress, though it appears that she failed to report the in-kind contributions from
Local 12. In late 2012, Waggoner flew Larry Hopkins and Ron Havlick to
Washington D.C. to meet with Hilda Solis over a Local 12 problem involving the
Department of Labor (DOL) when Waggoner believed that some legal action was
imminent. An article discussing Hilda Solis policy of protecting unions is attached
as Exhibit 5, and there is little doubt about her close ties to Local 12, Waggoner,
and IUOE as pictured below:

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124. And a comprehensive review of the 2008 election cycle data
maintained by the Federal Election Commission, current through March 2013,
shows no in-kind contributions from Local 12, whether in the form of Cessna jet
time, or literature printing and postage provided by the Local 12 printing press
operations for that election cycle.
125. On information and belief, other politicians, including certain members
of Congress, were also recipients of in-kind contributions consisting of
uncompensated, undisclosed transportation on the Local 12 Cessna jet, sometimes
as part of a detour trip when the Local 12 Cessna jet was in route for some other
purpose. Waggoner (who had the exclusive authority to direct the destinations of
the Local 12 Cessna jet), though this deceit, embezzled from Local 12 for the
benefit of Local 12s PAC, which was not paying for the Cessna jet time and
expense associated with these in-kind contributions.

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126. In sum, William Waggoner provided politicians with embezzled
transportation on the Local 12 jet, but that in-kind contribution was frequently not
paid for or reported. Officers of Local 12, including Mickey Adams, Ron Sikorski,
Larry Davidson and Dan Hawn were aware of Waggoners misuse of Local 12
assets, but did nothing to stop it and helped to conceal it from the members of
Local 12.

4. Defendants Waggoner, Sikorski, Adams, Davidson and
Hawn Embezzled Revenue from Local 12s Printing Press
Operations, Failing to Report Income on Any IRS Form 990
or LM-2 Forms, and Diverting Resources From Agency Fee
Members Without Consent
127. Local 12 owns a large printing press. Allied Printing Trades Council
assigns numbers to printers to identify the source of any printing; Local 12s
number from Allied Printing Trades Council is 212.
128. Local 501 ordered 10,000 calendars annually from Waggoner and
Local 12. Local 501 paid either $1.25 or $1.50 for each calendar, resulting in
orders of at least $12,500 in printing annually for Local 501. The income to Local
12 appears nowhere on either the Local 12 IRS 990s or the LM-2s for Local 12.
129. An identical press operated by Local 3 reports income to Local 3 in
excess of $250,000 per year. With the same press and similar supporting staff, it is
likely that Local 12 is receiving more than $250,000 in revenue per year for
printing, but those revenues are not reported by Local 12, indicating that the funds
are not accounted for in any filing by Local 12. This is significant because Local
12 bears the cost of the press operation and its consumables. Waggoner, by failing
to report revenues and expenditures as required by law, embezzled from Local 12
for, among other things, the benefit of Local 12s PAC, which was not paying for
the printing expenses.

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130. As alleged above, approximately one-third of Local 12s members are
agency fee members, who include all public employees who are members of Local
12. Agency fee members must be given the choice to decline political
contributions. Waggoner, without consent or approval of the membership,
authorized the purchase of printing press consumables from General Fund assets.
The printing performed for candidates was routed through the Political Action
Fund, without compensation from the Political Action Fund. The Political Action
Fund, in turn, made in-kind contributions of printed materials to individuals
running for elected office or campaigning on matters of interest to Local 12.
Because the Political Action Fund failed to compensate Local 12 for use of Local
12s printing press resources and materials, the in-kind contributions amounted to
forced political contributions, and agency fee members were precluded from opting
out of partisan union political spending or other activity.
131. When politicians who received in-kind contributions failed to disclose
them, and Local 12, at Waggoners direction, failed to properly report them in all
cases, members were precluded from detecting the misuse of union assets by
Waggoner, which interfered with the members exercise of Title II and Title V
rights arising under the LMRDA (accurate reporting and fiduciary care by officers).
132. In 2010, Local 12 provided campaign support to Senator Harry Reids
campaign in the form of ten full-time employees of Local 12 (business agents and
organizers), rotated into Las Vegas on a weekly basis for roughly six weeks. This
effort was part of an IUOE program, manned by J eff Fiedler (Director of Special
Operations for IUOE), lobbyist Tim Cremins (Director of Education and Research
for the IUOE California-Nevada Conference of Operating Engineers), Richard
Pound, Richard Spencer, and Dennis Lundy (Western Regional Director for IUOE),
to support Harry Reid. In addition to providing manpower, Local 12 supplied
printed campaign materials for Harry Reids campaign. The materials were printed
on the Local 12 printing press, the material costs for the printing were paid by

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Local 12 (not the Political Action Fund), and then the materials were flown to Las
Vegas on Local 12s Cessna jet. The ten-member Local 12 team, all paid out of
Local 12s payroll account, then distributed these printed materials for Harry
Reids campaign effort. Under Title V of the LMRDA, members were injured as
a result of embezzlement from Local 12, to the benefit of others, including the
Local 12 PAC.
133. Defendants Sikorski, Adams, Hawn and Davidson were aware of the
embezzlement from Local 12, to the benefit of others, including the Local 12 PAC,
but they did nothing to stop it and helped to conceal the embezzlement from
members of Local 12.
134. Since the initial filing of this lawsuit, Local 12 has attempted to hide
the widespread non-reporting by filing its own amended contribution reports. The
problem with this concealment tactic is that there is no coordination with those
candidates who reported some contributions from a different contributing entity,
namely, the Political Action Fund. Now Local 12 is in the position of having
recently amended its reports to claim that it donated in-kind contributions, when,
years ago, the candidate reported a contribution from the Political Action Fund. As
to those politicians who never reported an in-kind contribution, at least Local 12s
suspiciously late amended reporting does not have to be reconciled with an
inconsistent filing by a politician. Notably, Local 12 failed to amend reporting for
the in-kind contributions to Hilda Solis and Harry Reid. These falsified filings
tolled members obligation to bring suit under Titles II and V of the LMRDA.

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5. William Waggoner Engaged in Self-Dealing by Causing
Local 12 to Hire Patty Waggoners Company, Spacemaker
Tenant Improvements, to Work on Local 12s Headquarters,
OEFI-Owned Properties, and Other Property
135. Defendant Patricia Morrison (Patty) Waggoner, the wife of William
Waggoner, markets Taft-Hartley investments as a Senior Vice President at
Amalgamated Bank of Pasadena, a division of Amalgamated Bank of New York.
Patty Waggoner was also an officer of the contracting company, Spacemaker
Tenant Improvements (Spacemaker). Spacemaker is a California licensed
contractor. According to the California State Contractor license Board, the holder
of the Spacemaker contractors license was Stanley W. Smith, and Patty Waggoner
was Spacemakers President. Later, records show that Richard A. Marker,
currently a lawyer at the Green & Marker law firm, was also an officer and may be
the sole remaining officer.
136. At least as far back as 1980, Patty Waggoner, through her contracting
company Spacemaker, performed work on Local 12 facilities and facilities owned
by Local 12s General Pension Fund. Patty Waggoner is a member of Local 12.
137. At all times relevant, Spacemaker had offices in buildings owned by
Local 12s General Pension Fund, including 301 N. Lake Avenue, Pasadena,
California 91101 and 3699 Wilshire Blvd., Los Angeles, California 90010.
138. The contracting services provided by Spacemaker to Local 12 facilities
and facilities owned by Local 12s General Pension Fund were not provided on the
basis of arms-length bidding processes. Rather, Spacemaker received those
construction jobs simply by virtue of Patty Waggoners marriage to William
Waggoner. Moreover, even had they used a bidding process, Spacemaker, due to
the spousal relationship between the Waggoners, could not appropriately have
performed that work.

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139. Plaintiffs and other members of Local 12 were harmed as a result of
this self-dealing because William Waggoner prevented Local 12 and/or OEFI from
demanding corrective action for the substandard work provided by Spacemaker.
Instead, additional costs were incurred by Local 12 and its affiliated organizations
to correct and repair the defective work done by Patty Waggoners company.
140. Patty Waggoner has also used her position as the wife of William
Waggoner to market and obtain business for Amalgamated Bank.
141. William Waggoners LM-30 filing identifies Patricia Waggoner as the
First Vice President of Amalgamated Bank (in fact, she is a Senior Vice
President of Marketing & Sales, Western Region). Her annual salary is listed as
$141,057, but Waggoner states that there are no conflicts of interest. Waggoner
claims in the filing that the value of services provided to Local 12 or associated
funds is not readily available. However, filings by Local 12 and William
Waggoner never disclosed the conflicted relationship between William Waggoner
and Patty Waggoners company, Spacemaker. Members, including Plaintiffs, were
prevented from immediately discovering this improper arrangement due to the false
and misleading filings by Waggoner or at Waggoners behest. These false filings
violated the LMRDA and the resulting harm constitutes violations of ERISAs
provisions barring self-dealing.

6. William Waggoner Diverted Assets From the Pension Fund
to Prop Up Amalgamated Bank, Which Was the Investment
Custodian of Other Funds Placed in Risky Investments
142. The Operating Engineers Pension Trust (The Plan or The Local 12
Pension Fund) is a pension benefit plan established by the IUOE, Local 12 and
participating employers through collective bargaining. It is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA). OEFI
manages the Local 12 Pension Fund (though Invesco Advisers also appears to have

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management power over some Local 12 Pension Fund assets by virtue of its
designation as the managing member of LLCs that serve effectively as holding
companies for various Local 12 Pension Fund real estate assets).
143. The Local 12 Pension Fund is not capable of supporting the massive
graft and misuse of assets perpetrated by Waggoner and other Defendants. In Local
12s own words, the funding status is critical:
The Plan's actuary has determined that the Plan is considered to be in
critical status. The Plan is required to adopt a rehabilitation plan aimed
at restoring the financial health of the plan. Based on reasonable
assumptions, the Plan is expected to emerge from critical status by the
plan year beginning J uly 1, 2023. The Trustees recognize the
possibility that actual experience could be less favorable than the
reasonable assumptions. Therefore, the Trustees are establishing
annual standards to reflect possible actuarial losses and still keep the
Plan on target to emerge from critical status by the end of the
rehabilitation period.
See, Form 5500 filed with the DOL (year ending 2011), attached as Exhibit 8.
144. On March 8, 2011, William Waggoner caused the borrowing of
$50,000,000 by Local 12 from Massachusetts Mutual Life Insurance Company,
secured by assets owned by Local 12s Pension Fund. One such asset is held by
Vintage Park East, LLC. Vintage Park East, LLC encumbered a number of real
properties held by Vintage Park East, LLC. Attached hereto as Exhibit 7 is a true
and correct copy of that Deed of Trust. However, one of the properties, a parcel
designated as APN 0238-174-42-0000 is listed in the San Bernardino County
Clerks records as owned by the San Bernardino County Flood Control District.
Page 102 of the 2011 Form 5500 filed with the DOL by the Local 12 Pension Fund
provides information about the terms of the Note, identified as Note 10, which
says:

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In March, 2011, the Fund obtained a loan, secured by Vintage Park
East property located in Fontana, California. The terms of the note are
as follows:
A note payable of $50,000,000, with an interest rate of 4.46%
per annum. Interest only payments of $185,833 per month until
the maturity date of April 1, 2018. On the maturity date any
outstanding principal will be due.
See, 2011 Form 5500, Note 10.
145. The $50,000,000 was subsequently deposited in Amalgamated Bank,
which employs Patty Waggoner. At the time, Amalgamated Bank was under heavy
scrutiny by FDIC regulators because of its troubled financial condition.
146. Prior to encumbering Local 12 Pension Fund assets, a representative of
Invesco Advisers met with the Local 12 Pension Fund Board to discuss investing
more heavily in securities and less heavily in real estate. At that meeting and after,
the Invesco Advisers representative failed to disclose to the members of the Board
the representatives of the interests of Plaintiffs and other pension fund
beneficiaries -- that (1) one of Invesco Advisers subsidiaries, WL Ross & Co.
LLC, was considering an equity investment in Amalgamated Bank, (2) borrowing
against real estate to put money into bank deposits or securities was not prudent
investing, given the borrowing costs, (3) Invesco Advisers should have no part in
the decision given the potential conflict created by its subsidiarys bank investing
activities, and (4) Invesco Advisers, which managed investments for other unions
invested in Amalgamated Bank, failed to disclose the conflict created by its
incentive to protect Amalgamated Bank. Invesco Advisers concealed material
information that it had a duty to disclose. Invesco Advisers was in a fiduciary
relationship, as a manager of Local 12 Pension Fund assets, with the beneficiaries
of the Local 12 Pension Fund, including Plaintiffs. Invesco Advisers had exclusive
knowledge of material facts not known to the beneficiaries, including information

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about the activities of its subsidiary, WL Ross & Co. LLC. An article describing
the modus operandi of WL Ross & Co. LLC is attached hereto as Exhibit 6.
Invesco Advisers actively concealed material facts from beneficiaries of the Local
12 Pension Fund, or, at minimum, Invesco Advisers made partial representations
but also suppressed some material facts, including information about activities of
WL Ross & Co. LLC. Moreover, Invesco Advisers never came forward and
disclosed the activities of WL Ross & Co. LLC or offered to recuse itself from
further involvement in Local 12s Pension Fund at any later time. Notably, Invesco
Advisers was willing to see its clients money placed at risk in Amalgamated Bank
before the FDIC allowed Amalgamated Bank to continue operations, but Invescos
subsidiary, WL Ross & Co. LLC, was unwilling to risk its own assets in
Amalgamated until deposits from Local 12 shored up Amalgamateds balance sheet
enough to escape further FDIC control.
147. The fifty million dollars in loan funds were then deposited in
Amalgamated Bank for the purpose of preventing the collapse of Amalgamated
Bank. Waggoner and property manager Wilbur L. Ross, principal of Invesco, and
Ron Burkle, each deposited funds in Amalgamated Bank for the purposes of
artificially providing adequate liquidity to Amalgamated Bank and/or securing their
own equity positions in Amalgamated Bank.
148. On August 31, 2011, a Consent Decree was issued by the FDIC. The
assets deposited by Waggoner in March 2011 helped Amalgamated survive the
FDICs audit and review as an autonomous entity. Amalgamated remained barely
viable, thanks in part to the infusion of assets from Local 12, and Ross was able to
snap up 20% of Amalgamateds common stock.
149. Local 12s Pension Fund is currently obligated as a result of the loan
against real estate previously owned outright by the Fund to pay interest through to
2018. In the 2011 LM-2 filing by Local 12s Pension Fund, the Fund listed an
obligation of $50,000,000, at 4.46% per annum, and an interest expense of

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$706,167 for less than a full year of interest. $185,833 per month is the interest
expense. April 1, 2018 is the maturity date, at which time the full amount of
principal is due. Members of Local 12 are paying $2,229,996 per year out of their
General Pension Fund for the sole purpose of propping up the bank at which Patty
Waggoner is a senior officer. And, due to Amalgamateds weak financial
condition, it is unclear whether the $50,000,000 will be available for withdrawal
from Amalgamated upon demand.
150. Local 12 also participates in a securities lending program with assets
placed on deposit with Amalgamated Bank. According to Local 12, in its 2011
Form 5500, the securities lending program operated with J P Morgan Chase through
Amalgamated Bank does not carry any elevated investment risk:
The Plan participates in securities lending program with J P Morgan
Chase, through Amalgamated Bank as investment custodian. Under
this program, certain investment securities of the Plan are loaned to
investment brokers for a fee. Securities so loaned are fully
collateralized by cash and other investments. At J une 30, 2011 and
2010, $9,115,893 and $38,437,344 respectively, of the Trust's
securities were on loan under the J P Morgan securities lending
program. Collateral provided by brokers is maintained at levels of at
least 100% of the fair value of the securities on loan and is adjusted for
market fluctuations. The Plan maintains effective control of the loaned
securities with J P Morgan Chase through Amalgamated Bank as
investment custodian during the term of the arrangement in that they
may be recalled by the Plan at any time. Under the terms of the
agreement, the borrower must return the same, or substantially the
same, investments that were borrowed. The market value of collateral
held for loaned securities is reported as collateral received under the
securities lending program, and a corresponding obligation is reported

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for repayment of such collateral upon settlement of the lending
transaction. Income from the securities lending program was $90,860
and $77,755 for the years ended J une 30, 2011 and 2010, respectively,
and is included in interest income in the statement of changes in net
assets available for benefits.
But J P Morgan itself has a different position regarding the risk in the program:
Securities Lending Risk - The Fund or the vehicles in which it
invests may participate in securities lending programs. The lending
fund bears the risk of investment loss associated with any reinvestment
of securities lending collateral held by the lending fund.
Risks Associated with Investing in an Investment Vehicle - The
Fund may itself invest in an investment vehicle, such as a private
investment or commingled fund. When it does so, the investing fund is
subject to the underlying risk of that investment vehicle's portfolio
securities.
Increase in Expenses Risk - The actual cost of investing may be
higher than the expenses listed in the expense table for a variety of
reasons, including termination of a voluntary fee waiver or losing
portfolio fee breakpoints if average net assets decrease. The risk of
expenses increasing because of a decrease in average net assets is
heightened when markets are volatile.
Not FDIC Insured Risk - The investment is not a deposit or
obligation of, or guaranteed or endorsed by, any bank and is not
insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other U.S. governmental agency.
Accounts of Affiliates of the Investment Manager - Affiliated
managers may trade in securities at the same time as the Fund and,
therefore, may potentially affect prices or available opportunities.

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No Securities Registration - The Fund is exempt from
registration with the SEC. Units of the Fund are exempt from
registration with the SEC. Neither is registered with any state
securities regulator.
No CFTC Registration - The Fund is not registered as a
commodity pool with the CFTC because the Trustee is exempt from
having to register as a commodity pool operator under CFTC Rule 4.5.
The Local 12 Pension Fund, in critical condition, should not be invested in such a
reckless manner. The Trustees of the Local 12 Pension Fund have breached their
fiduciary duties by investing fund assets in this risky investment program operated
through the bank in which Defendant Patty Wagoner is a senior officer.

7. William Waggoner Diverted Valuable Assets in the Form of
Room Space in the Washington Court Hotel and Authorized
Sub-Market Leases of Revenue-Generating Properties
151. The Local 12 Pension Fund owns several buildings, including the
Washington Court Hotel in Washington, D.C. The Harbaugh Hotel Management
Company, owned by George Harbaugh, manages day-to-day operations under a
lease agreement. The hotel converted two rooms into an apartment. The funds for
that conversion were misappropriated from the Furniture, Fixtures & Equipment
account (FF&E), which is comprised primarily of Local 12 Pension Fund monies
designated for maintenance and improvement of the property to correct wear and
maintain value. The apartment is occupied by J oel Manion, the General Manager of
the hotel and the son of J im Manion, the Chief Operating Officer at Harbaugh (in
the original Complaint, J oel Manion was inadvertently identified as the son of
George Harbaugh). The cost of converting the rooms was charged to the FF&E
account and used funds that had been set aside for a restaurant in the Washington
Court Hotel. The conversion was never voted on by the trustees of the Pension

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Fund. The Pension Fund lost revenue, due to the room conversion, in the form of
(1) conversion costs, and (2) lost room rental revenue, which, in the Washington,
D.C. location, can exceed many hundreds of dollars a night. In addition to
receiving free apartment rent in a city with a high cost of living, J oel Manion even
received hotel meals in his room. In addition, the prior lease payment received by
the Local 12 Pension Fund, roughly $3 million, is substantially below the market
value of a lease of the Washington Court Hotel property. J oel Manions improper
living arrangement is the result of asset embezzlement from the Local 12 Pension
Fund FF&E account. This embezzlement was authorized by William Waggoner as
part of the unlawful conspiracy between William Waggoner and George Harbaugh
to use the lease arrangement on the Washington Court as a means of embezzling
assets away from the Local 12 Pension Fund.
152. In J anuary 2013, a new lease agreement for the Washington Court
hotel was entered into with the Harbaugh Hotel Management Company. The new
lease terms were even worse for the Local 12 Pension Fund than the terms were
under the last lease in that the amount of money received by the Local 12 Pension
Fund was substantially lower. The lease arrangements prevent Local 12 members,
including Plaintiffs, from detecting the embezzlements or having any means of
evaluating the transactions.
153. As with the Washington Court Hotel, the Local 12 Pension Fund
owned parking facilities near the Dallas-Ft. Worth Airport in Texas. Rather than
collect the substantial revenue generated by the parking facilities and simply pay a
local parking management company to service them, Local 12 leased the garages
out at a fixed rate that was well below the revenue that could have been collected if
the Local 12 Pension Fund has simply hired management to operate the facilities.
154. The Sheraton Grand Dallas Ft. Worth is another valuable hotel
property owned by the Local 12 Pension Fund that was leased to the Harbaugh
Hotel Management Company. The Sheraton is reported to cause a loss for Local

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12, since Local 12 has agreed to unusually low lease fees without good justification
and assumed various costs of operation of the property.
155. When Trustees attempted to convince Waggoner to sell the Sheraton
due to the loss, Waggoner, breaching his duties as a Trustee and Officer of Local
12, refused to consider the idea. The Sheraton is still held today.

8. In Violation of the IUOE Constitution, William Waggoner
Steered Health & Welfare Fund Investments to His Sons
Employer While Kenneth Waggoner Was Employed at
Chelsea Management Without Disclosing the Prohibited
Conflict of Interest in LM-30 Filings
156. When Kenneth Waggoner went to work at Chelsea Management
(Chelsea), Chelsea was awarded the business of investing Local 12s Health &
Welfare fund assets. William Waggoner did not disclose the prohibited conflict of
interest in William Waggoners LM-30 filings, despite the fact that Kenneth
Waggoner lived in William Waggoners home at the time. This failure was a
violation of Title V of the LMRDA.
157. Shortly after Kenneth Waggoner left Chelsea, Chelsea lost the Local
12 Health & Welfare investment account. Kenneth Waggoner went to work at
McMorgan. Shortly after Kenneth Waggoner joined McMorgan, Patty Waggoner,
in December 2011, sent an e-mail to J ohn Elliot of New England Pension Advisers,
asking him to direct clients to Kenneth Waggoner at McMorgan because Kenneth
Waggoner was not successfully attracting enough business to McMorgan. Patty
Waggoner stated in her email that she had cleared her request with her husband,
William Waggoner, and he approved the request. J ohn Elliot was advising the
trustees of the Local 12 Pension Fund on selecting investment managers at this
time. In 2011 (or 2012), McMorgan was selected to manage substantial assets for
the Local 12 Pension Fund.

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158. Kenneth Waggoner was aware, based upon his work with Taft-Hartley
fund management and his living arrangements in his parents home, that he was
improperly receiving property, services and other things of value from Local 12 or
affiliated Funds. For example, when Kenneth Waggoner charged his expenses at
the Washington Court Hotel to the Presidential Suite he shared with his mother and
father, which were later paid by Local 12, he was, in effect, stealing from Local 12.
And, when Kenneth Waggoner had Local 12 employees Max Gomez and
Christopher Totten, who were on the clock at Local 12, working on construction
projects at the home he co-owned with William and Patty Waggoner, he knew that
he was stealing from Local 12. Thus, Kenneth Waggoner was a willing accomplice
and co-conspirator in William and Patty Waggoners racketeering activities.
Kenneth Waggoner unjustly enriched himself at the expense of Local 12s
members.
159. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson and
Dan Hawn all breached their fiduciary duties to Local 12 and its members when
Kenneth Waggoners expenses were charged by William Waggoner to Local 12.
Plaintiffs and the members of Local 12 were harmed by these breaches.

9. William Waggoner, For Many Years, Demanded and
Obtained From Leo Majich, the Diversion of Real Estate
Account Funds from the Local 12 Pension Fund to Pay for
Roughly $90,000 in Rose Bowl Tickets Every Year
160. Prior to his death in 2008, Leo Majich, OEFI administrator, would, at
William Waggoners demand, provide tickets to attend the Rose Bowl to all
employees of the Local 12 Trusts and Local 12. Majich was diverting funds from
real estate accounts for the Local 12 Pension Fund to pay for the tickets. Michael
Graydon then assumed the position of administrator for the Trusts after Majichs

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death. Graydon refused to continue the illegal asset diversion, despite William
Waggoners demands that he do so. The tickets cost roughly $90,000 per year.

10. Leo Majichs Daughter, Theresa Goodell, Used an OEFI
Credit Card to Travel to Jamaica to Visit Her Boyfriend and
Defrauded OEFI Out of Other Monies
161. Theresa Goodell, the daughter of Leo Majich, was employed at OEFI
under the father, Leo Majich. On multiple occasions, Ms. Goodell used a credit
card belonging to OEFI to pay for her personal trips to J amaica to visit her
boyfriend. OEFI expenses are paid entirely by the Local 12 employee benefit
trusts.
162. OEFI served (and serves) as a fiduciary for the Local 12 employee
benefit trusts in that it administers the employee benefit programs of Local 12.
2

Among other things, it determines how much in expenses to charge each of Local
12s employee benefit trust on a pro rata basis, depending on the relevant amount
of work performed and expenses incurred in connection with administering each
trust. Accordingly, it has a fiduciary duty to ensure that all expenses, including
salary, and employee reimbursements, or necessary, appropriate, and for the benefit
of one of the trusts.
163. Because OEFI has no independent source of revenue and engages in no
business other than administration of the Local 12-associated funds, every
misappropriation by Ms. Goodell was an conversion of trust fund assets from the
fund to which such expenses were billed.
164. On weekends, Theresa Goodell often logged onto the OEFI computer
network from home, did o no work, but turned in overtime hours to fraudulently
increase her pay. She frequently claimed eight hours of overtime per weekend. For

2
http://www.oefunds.org/ (last viewed J uly 22, 2013).

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example, in fiscal year 2008, Theresa Goodell approved for herself the payment of
overtime wages in the amount of $77,948, despite the fact that Ms. Goodell was an
exempt managerial employee not entitled to overtime pay. Her embezzled
overtime wages ultimately were diverted from the Local 12 Funds administered by
OEFI. Unfortunately, this and other embezzlements were hidden from Local 12
members (who are also fund beneficiaries) by William Waggoner and the complicit
officers of Local 12, the Trustees of the Local 12-associated Funds, and loyal upper
management of Local 12 and OEFI. Audit findings were not provided to any Local
12 member, and no collection actions were instituted to recover the funds identified
as embezzled by the auditing accountant firm.
165. Theresa Goodell also periodically required the issuance of an
additional payroll check, equal to a week of pay, for herself and her father, Leo
Majich. These improper distributions, occurring roughly five times a year,
amounted to the embezzlement of tens of thousands of dollars from OEFI-
administered funds.
166. When Michael Graydon discovered the embezzlements by Theresa
Goodell, he fired her. William Waggoner then fired Michael Graydon for
terminating Theresa Goodell and other employees involved in the embezzlement
schemes and for refusing to follow past practices of diverting assets to pay for such
indulgences as Rose Bowl tickets. Waggoner protected Theresa Goodell, in part,
because he is her secret business partner in her artisanal soap company.
167. Trustees of the Trust Funds impacted by Ms. Goodells embezzlement
were negligent in their oversight and breached their fiduciary duties to the
respective Funds on which they sit and/or sat as Trustees. Officers of Local 12
breached their fiduciary duties to the membership of Local 12 by failing to stop this
embezzlement of associated fund assets, despite having an awareness that it was
occurring with William Waggoners encouragement and permission.

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11. Bernard Kotkin & Co., LLP, a Certified Public Accounting
Firm, Was Hired by OEFI to Conduct Annual Audits,
Uncovering Massive Financial Misconduct, Including
Embezzlement, Fraud and the Misuse of Hundreds of Credit
Cards
168. Bernard Kotkin & Co., LLP, a Certified Public Accounting firm, was
hired by OEFI to conduct annual audits. During the course of those audits, auditor
Angelo Nicodemo, CPA, determined that hundreds of credit cards had been
misused by employees and other embezzlements and fraud had occurred. A report
was prepared after each audit and provided to Leo Majich. As noted elsewhere
herein, OEFI bills all of its expenses to Local 12 trusts. Every misappropriation by
an OEFI employee was an embezzlement from every fund administered by OEFI,
which allocates its administrative expenses across the funds proportionately.
Deficits in a Fund are corrected by an increase in contribution levels from Plaintiffs
and the Local 12 members. Plaintiffs, who are beneficiaries of the Funds impacted
by OEFI employee embezzlements, suffered injuries as a result of the harm to their
Funds.
169. Each year, the report of asset misuse from Bernard Kotkin & Co., LLP
grew in size. Eventually, after issues identified by auditor Angelo Nicodemo, CPA,
were not addressed under Leo Majichs tenure, Nicodemo sent the Bernard Kotkin
findings to Michael Graydon. Michael Graydon set out to first verify and later
remedy the misconduct uncovered by Bernard Kotkin. Mr. Graydon was able to
obtain some reimbursements for embezzlements from OEFI. This, in turn,
benefited the Funds managed by OEFI, because those costs had been passed, in
full, to the Funds.
170. Margaret Bowen, who worked under Michael Graydon, worked with
Mr. Graydon to try to clean out the fraud and corruption that permeated OEFI.
However, in the end, after Mr. Graydon terminated Theresa Goodell for obtaining

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overtime wages under false pretenses, Mr. Graydon and Ms. Bowen were both fired
by William Waggoner.

12. William Waggoner Awarded a No-Bid Security Services
Contract to His Friends Firm, Worldwide Security, at
Multiple Times the Competitive Market Rate
171. Worldwide Security provides security at Local 12 facilities. The
security firm was previously owned by Mike Marker, now deceased. Mike
Markers widow now operates Worldwide Secuirty. Worldwide Security is located
at 10302 Glasgow, Los Angeles, California.
172. Mike Marker and William Waggoner were close friends. The contract
between Local 12 and Worldwide Security cost at least three times the competitive
market rate for the same security services. The issue of price was often discussed
by the Local 12 executive board. Mickey Adams challenged the awarding of the
contract to Worldwide Security and was told by William Waggoner to drop the
issue of sending the contract out for a competitive bid. When William Waggoner
contracted with Worldwide Security at rates far above competitive levels, he
breached his fiduciary duty as an officer of Local 12, harming the members of
Local 12 by virtue of that breach.
173. Worldwide Security has held the contract for security services at Local
12 for about ten or more years.

13. While Waggoner and His Family and Others Were Enjoying
Personal-Use Jet Flights and Failing to Reimburse the
General Fund for Printing and Jet Time Contributed to
Politicians, the General Fund Was Hemorrhaging Money
174. One of the more tragic aspects of the Local 12 officers rampant
misuse of Local 12 assets was the dire financial impact on Local 12s General

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Fund. In 2010, the General Fund lost $5,727,742, according to William Waggoner.
In 2011, the losses continued at a similar pace.. To address this deficit, Waggoner
and the Executive Board recommended asking employees to take two days off
without pay. A true and correct copy of William Waggoners letter is attached
hereto as Exhibit 3. Employees were ultimately required to give up days of work
to address the General Fund deficit, including Plaintiff Salas. While employees
were giving up their wages, Waggoner, his family, and his poker cabal (consisting,
at various times, of the other Defendant officers of Local 12 and anyone else that
Waggoner directed to accompany him on the Cessna jet), were still flying around
the country in Local 12s jet without reimbursing Local 12 for the jet time. Local
12 was also giving jet time to politicians, but the Political Action Fund was not
reimbursing Local 12s General Fund for the rental cost of the jet time or the
employee costs associated with the pilots. And Local 12 continued to print
campaign materials for politicians, but, again, the Political Action Fund did not
reimburse Local 12s General Fund for the massive amount of printing supplies that
Local 12 purchased and the labor costs that Local 12 incurred. This ongoing and
pervasive breach of fiduciary duties by officers of Local 12 harmed Plaintiffs and
the members and is actionable as violations of Title II of the LMRDA.

14. OEFI Paid Employees Payroll Taxes Out of the General
Fund
175. Employees are normally obligated to pay their share of FICA out of
their gross wages. Inexplicably, Defendant Waggoner conceived of a plan to pay
the employee share of taxes out of the OEFI. This, in fact, occurred, and the
additional costs to OEFI were then passed on to the Funds administered by OEFI.
176. As noted elsewhere herein, OEFI is funded entirely from the Trust
Funds at Local 12. OEFI has a fiduciary duty to avoid excessive or improper
expenditures that are coming from Taft-Hartley Trust Fund contributions that it

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administers. Because OEFI has no independent source of revenue and engages in
no business other than administration of the Local 12-associated funds, every
misappropriation by an OEFI employee was an embezzlement from every fund
administered by OEFI, which allocates its administrative expenses across the funds
proportionately. Deficits in a Fund are corrected by an increase in contribution
levels from Plaintiffs and the Local 12 members. Plaintiffs, who are beneficiaries
of the Funds impacted by OEFI employee embezzlements, suffered injuries as a
result of the harm to their Funds.
177. Trustees of the Trust Funds impacted by this payroll tax embezzlement
were negligent in their oversight and breached their fiduciary duties to the
respective Funds on which they sit and/or sat as Trustees. Officers of Local 12
breached their fiduciary duties to the membership of Local 12 by failing to stop this
embezzlement of associated fund assets, despite having an awareness that it was
occurring with William Waggoners encouragement and permission.

15. Bert Tolbert, With the Knowledge of Waggoner, Directed or
Caused the Sale of Metal Belonging to OETT (Southern
California) at SA Recycling and Other Recyclers for Cash
and Did Not Deliver That Cash to the Trust
178. For many years, scrap metal was taken from the Southern California
Training Trust and recycled in exchange for money, often at SA Recycling, which
is located at 12301 E. Valley Blvd., El Monte, CA 91732. Teamsters Union drivers
or Pete Majich, Leo Majichs son, took that metal to the recycling yards. While
scrap metal suggests a nominal amount of waste metal, the scrap metal sold in
this case included dismembered heavy construction equipment no longer in use,
constituting tens or even hundreds of thousands of pounds of metal annually. For
example, a 977 front end loader weighs approximately 47,641 pounds, and at least
one was cut apart and sold as scrap. Cranes can be heavier. The embezzled sale

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proceeds frequently exceeded $100,000 per year, but that money was not delivered
to OETTs operating account, as it should have been. Money obtained through
these improper sales was delivered to Bert Tolbert. William Waggoner knew of
this unlawful embezzlement for years but did nothing to stop it.
179. The Plaintiffs, as beneficiaries of the OETT Trust Fund, and the other
members of Local 12 who are also beneficiaries, were injured by the embezzlement
of scrap metal sales revenue.
180. Trustees of the OETT Trust Fund were negligent in their oversight and
breached their fiduciary duties to the OETT Trust Fund on which they sit and/or sat
as Trustees. Officers of Local 12 breached their fiduciary duties to the membership
of Local 12 by failing to stop this embezzlement of associated fund assets, despite
having an awareness that it was occurring with William Waggoners
encouragement and permission.

16. William Waggoner Wrote Off Debts Without Approval of a
Majority of the Trustees When the Debts Were Owed by an
Employer Trustees Company or the Relatives of
Waggoners Close Friends
181. Waggoner would write off debts owed by employers to Trusts by fiat,
without full Trustee votes, when it suited him and certain other Trustees. For
example, Waggoner excused roughly $500,000 in contributions owed to the Local
12 Pension and Health & Welfare Funds by Majich Bros. at the same time that Leo
Majich was the OEFI Administrator for Local 12s Trusts. In another case, over
$500,000 in contribution debts owed by Employer-Trustee C.W. Posss company,
CW Poss, Inc., to Funds including the Local 12 Pension Fund and the Health &
Welfare Fund were excused by Waggoner while Poss was sitting as a Trustee of the
Local 12 Health & Welfare Trust, the Local 12 Pension Fund, and OETT.
Notably, the other Trustees, who were circumvented by Waggoner, did not resign

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or act in any way after-the-fact to correct Waggoners misconduct. Further,
despite Posss failure to make his contributions, Waggoner allowed defendant Poss
to remain as a Trustee, in a position he still holds.
182. Debts of other employers were also excused by virtue of their
relationship with William Waggoner or his close associates. As a result, millions
of dollars owed to the various associated Funds were not collected, harming
Plaintiffs and the participants of those Funds as a result. At present, delinquent
contributions exceed $2 million, excluding all delinquencies that were excused by
Waggoner from collection.
183. The Plaintiffs, as beneficiaries of the Local 12 associated Trust Funds,
and the other members of Local 12 who are also beneficiaries of those Funds, were
injured by these write offs.
184. Trustees of the affected Local 12 Trust Funds were negligent in their
oversight and breached their fiduciary duties to the various affected Funds on
which they sit and/or sat as Trustees. Officers of Local 12 breached their fiduciary
duties to the membership of Local 12 by failing to stop this embezzlement of
associated fund assets, despite having an awareness that it was occurring at William
Waggoners direction.

17. Patty Waggoner Used a Local 12 Ford Flex Without
Justification, Thereby Embezzling Local 12 Assets
185. For at least half a year, Patty Waggoner was provided access to a Ford
Flex, owned by Local 12. Patty Waggoner frequently drove the vehicle to her
house. Patty Waggoner also used the vehicle while conducting business as the Vice
President of Amalgamated Bank and as a board member of the Pasadena Chamber
of Commerce. Patty Waggoner could not be properly authorized to utilize that
vehicle because she was not an employee of Local 12 or any related entity or Fund.
Her use of Local 12 property, valued in excess of $25,000, constitutes the

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embezzlement of union assets. Her husband, William Waggoner, is complicit in
that embezzlement.
186. Plaintiffs and all Local 12 members were harmed as a result of
embezzlement of Local 12 assets by Patty Waggoner. Her improper use of a Local
12 vehicle increased the number of vehicles that Local 12 had to own to conduct
legitimate business. William Waggoner was aware and permitted the
embezzlement of Local 12 assets for his wifes benefit. William Waggoners
conduct violated Title II of the LMRDA, and Plaintiffs and the Class were injured
by that violation.

18. Various Defendants Used Southern California Training
Trust Facilities, Assets, and Personnel to Service and
Refurbish Their Personal Vehicles and Work on Their
Homes
187. Over the years, Defendants William Waggoner, Bert Tolbert, Mickey
Adams and others have repaired and/or restored personal vehicles, including
collectible antique cars and boats, using Southern California Training Trust funds
and staff. Fred Young and Ray Horns relative also had boats rebuilt at the training
facility.
188. A 1951 Chevrolet Bowtie owned by Bert Tolbert was also rebuilt
using Trust assets and staff.
189. William Waggoners Model A Ford was rebuilt using Trust assets and
staff.
190. Bert Tolbert purchased a truck that was fully rebuilt using Trust assets
and staff.
191. Bert Tolbert purchased another truck previously owned by Local 12,
had it fully reconditioned using Trust assets and staff, and gave it to his

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granddaughter to drive. The vehicles value was substantially increased by the full
restoration.
192. These fraudulent vehicle restorations were concealed through the use
of dummy VIN numbers. When Defendants embezzled these assets, they would
direct office staff to record repairs under different VIN numbers.
193. Bert Tolbert, Mickey Adams, and William Waggoner had annual
landscaping projects performed on their homes by Trust staff, using Trust tools and
assets. In addition, welder Miley Salazar was sent to officers homes to do
ornamental welding.
194. Kenneth Waggoner used employees of OETT on company time to
replace a washer and dryer at Kenneth Waggoners rental property, which property
is also owned by William and Patty Waggoner.
195. The Plaintiffs, as beneficiaries of the OETT Trust Fund, and the other
members of Local 12 who are also beneficiaries, were injured by the embezzlement
of assets (including tools and parts) and labor costs from OETT.
196. Trustees of the OETT Trust Fund were negligent in their oversight and
breached their fiduciary duties to the OETT Trust Fund on which they sit and/or sat
as Trustees. Officers of Local 12 breached their fiduciary duties to the membership
of Local 12 by failing to stop this embezzlement of associated fund assets, despite
having an awareness that it was occurring with William Waggoners
encouragement and permission.

19. William Waggoner Maintained Incompetent Employer
Trustees on the Local 12 Associated Trusts to Guarantee
That He Controlled All Local 12 Associated Trusts
197. In recent years, Defendant C.W. Poss has become mentally
incompetent and unfit to serve in any fiduciary role. William Waggoner, and every
Trustee that has observed Mr. Poss, are aware of his mental incompetence.

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Nevertheless, William Waggoner continues to maintain Mr. Poss as a Trustee on
multiple Trust Funds. No Trustee has attempted to remove Mr. Poss due to
incompetence.
198. In recent years, Trustee Kenneth Bourguignon has become physically
unable to review documents that he is required by Waggoner to sign, and no other
Trustee takes any action to ensure that Kenneth Bourguignon is informed of and
understands the content of documents he signs. Nevertheless, William Waggoner
continues to maintain Mr. Kenneth Bourguignon as a Trustee on multiple Trust
Funds and as the CEO of OEFI, the administrator for all of the Local 12 associated
funds.

F. IUOEs and Local 12s Leadership Used Threats of Physical and
Economic Violence, and Suborned Perjury, to Suppress
Investigations and Maintain Control Over Local 12
1. David Casey Was Beaten at the Direction of William
Waggoner for Running Against Waggoner for Business
Manager
199. David Casey, a member, attended Local 12 meetings. He also
campaigned against William Waggoner for Business Manager. At Local 12
meetings, members have the right to make statements or ask questions at an open
microphone. In and around 2005, Mr. Casey attempted to speak up at a meeting.
Two individuals assaulted Mr. Casey immediately after the meeting, beating him
violently. On information and belief, they did so at the behest of William
Waggoner. The assailants were the nephew and the son of the District 7
Representative. David Casey filed a complaint with the Federal Bureau of
Investigation about the assault.

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2. William Waggoner Prevents Opposition Voices From
Speaking at Any Meetings
200. In and around about 2007, Waggoner directed Chris Norton, one of his
enforcers, to cover the microphone and keep anyone who opposed Waggoner
from speaking at any general membership meetings. At one meeting, Chris Norton
was involved in a physical altercation with David Casey to prevent Casey from
speaking at the meeting, particularly about misuse of membership assets related to
the purchase of the Cessna jet.
201. On September 18, 2012, Mr. Waggoner and the entire leadership team
attended a District 5 meeting. At that meeting, Mr. Waggoner told Rodney Karr,
who had sent Waggoner a letter raising issues, that if you dont stop this shit,
youre going to get hurt. Generally, Waggoner and/or his co-conspirators at
general membership and District meetings assign large individuals to take up
positions near microphones to intimidate any individual that might attempt to speak
up in opposition. Such conduct violates the LRMDA Bill of Rights.

3. Local 12 Uses Its Job Referral Service to Suppress
Opposition
202. Local 12 operates an exclusive hiring hall. All jobs for Local 12
members are dispatched through the centralized hiring hall. Waggoner and Local
12s leadership use this arrangement to intimidate members who might express
opposition to the activities of Local 12s leadership. The fear of economic
retaliation is extremely high. Some members have children who are also members
of Local 12 and will not speak out due to fear of physical and economic harm
directed at their children.

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4. Business Agents for Local 12 Carry Guns That Have Had
Serial Numbers Removed
203. Waggoner requires Business Agents to carry firearms. The weapons
provided to Business Agents have had their serial numbers removed in some cases.
Waggoner negotiated a deal with Dwight Helmick, the former California Highway
Patrol (CHP) Commissioner, under which Local 12 would pay $25,000 to the
surviving spouse or family members of any California Highway Patrol officer
seriously injured or killed in the line of duty. In exchange, Waggoner received a
letter from Dwight Helmick authorizing Business Agents to stop at the side of road
and talk to Local 12 members working on construction projects. If a Business
Agent was questioned by a CHP officer, they could produce Helmicks letter
instructing the investigating CHP officers to take no action.

G. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson
and Dan Hawn Allow Employers Contracted With Local 12 to
Operate Double-Breasted, Thereby Depriving Members of
Protections and Benefits Available Under Union Agreements
204. William Waggoner, Mickey Adams, Ron Sikorski, Larry Davidson and
Dan Hawn allow employers contracted with Local 12 to operate double-breasted,
thereby depriving members of protections and benefits available under union
agreements. Union contracts with employers hiring Local 12 members require, at
minimum, that employers unionized through Local 12 must remain unionized in
subsequent labor contracts with Local 12. The Business Manager, William
Waggoner, was responsible for supervising all business representatives and
ensuring that all collective bargaining agreements for Local 12 were negotiated,
fully executed, and that all terms under the collective bargaining agreements were
enforced.

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205. Instead, employers subject to collective bargaining agreements operate
double breasted. In labor parlance, double breasted refers to the side-by-side
operation of unionized and non-unionized workforces. For example, Morley
Builders is signatory to a Local 12 collective bargaining agreement, but its alter
ego, Benchmark Construction, is operated as though it is a non-unionized entity.
Benchmark Construction uses heavy equipment operators. LKR Group is signatory
to a Local 12 collective bargaining agreement, but its alter ego, Group Delta
Consultants, Inc., is operated as though it is a non-unionized entity. Group Delta
Consultants, Inc. uses construction inspectors. Twining Laboratories is signatory to
a Local 12 collective bargaining agreement, but its alter ego, Quality Assurance
International, is operated as though it is a non-unionized entity. The operators of
Twining Laboratories and Quality Assurance International are husband and wife,
with the husband owning the former and the wife owning the latter to conceal
double-breasted activity. Quality Assurance International uses heavy equipment
operators. Smith-Emery also operates double-breasted. The unionized portion of
Smith-Emerys operations, on information and belief, is limited to about 30% of
Smith-Emerys total operations.
206. On information and belief, Waggoner and other members of the
Locals Executive Board, including Mickey Adams, were aware that double-
breasting was occurring but did not do anything to stop it or otherwise fulfill their
obligations in this regard.

H. Steve Montrie, Convicted of Vehicular Manslaughter, Remains a
Business Agent Despite Killing an Individual While Driving a
Union Vehicle Under the Influence of Alcohol
207. In December 2008, Steve Montrie admitted to killing an individual
while driving a Local 12 union vehicle under the influence of alcohol. Ron
Sikorski, then the President of Local 12, was also present in the union vehicle.

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Using its influence with local officials, Local 12 secured a sentence of vehicular
manslaughter, rather than gross vehicular manslaughter, for Montrie. He was
sentenced to three years and served about 18 months. Previously-ordered
restitution to the family of victim, in the amount of about $24,881.99 to one family
member and $32,829.05 to another, was rescinded.
208. Immediately after his release, Mr. Montrie was employed as a business
representative by Local 12, in violation of Section 504 of the LMRDA. Waggoner
was aware of the prohibition on hiring individuals convicted of crimes inflicting
great bodily injury or death, but nevertheless hired him. Waggoner recently
campaigned for the expungement of Montries conviction so that Montrie could
serve as an officer, confirming Waggoners awareness of the restrictions imposed
by Section 504. The payment of a salary to Montrie, in violation of Section 504 of
the LMRDA, is a breach of fiduciary duties by William Waggoner, Mickey Adams,
Ron Sikorski, Larry Davidson and Dan Hawn. Those breaches harmed Plaintiff
and the Class.
209. Waggoners protection of Montrie is inconsistent with Waggoners
2004 Driver Safety Policy, which acknowledged that safe-driving agents should not
be punished or burdened by the reckless or careless drivers causing problems at
Local 12 (because the cost of insuring the safe drivers would increase, thereby
harming Local 12 itself). Other Business Agents, including Business Agent Robert
Paris, were terminated for a DUI conviction. Waggoners Policy and Memorandum
is attached as Exhibit 4.
210. Montries conduct was such that he could not be insured under the
standard liability insurance purchased by Local 12 for all of its employees. Instead,
Montrie was separately insured through a high-risk individual policy. This policy
was extraordinarily expensive. Patty Waggoners friend AJ Longo provided that
policy. This policy was initially purchased before Montrie was sentenced. After
his release from prison, when Montrie was re-employed by Local 12, a similarly

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expensive policy was purchased for him using Local 12 funds. It is a breach of
fiduciary duty and an actual harm to members of Local 12, including Plaintiffs, to
expend Local 12 assets for the unlawful employment of Montrie, in violation of
Section 504 of the LMRDA.

I. Miscellaneous Breaches of Fiduciary Duties
211. Employees of various Funds associated with Local 12 were instructed
by Bert Tolbert to fabricate receipts for goods and services not received when they
traveled for business purposes but did not exhaust the expense monies provided in
advance of their travels. The purpose of this instruction was two-fold. First, the
administration of the funds was so deficient that the procedures were not in place to
receive back unused funds. The instruction eliminated the need to correct those
deficiencies. Second, when Fund employees complied with this instruction, it was
believed by Defendants William Waggoner, Mickey Adams, Ron Sikorski, Larry
Davison and Dan Hawn that engaging in this improper activity, though at the
direction of superiors, would prevent employees from discussing the many
improprieties they observed. In other words, these Defendant officers viewed these
excess funds as hush monies to buy the silence of potential whistle-blowers.
212. Mr. Watson and trainers employed by OETT often performed political
activity while being paid out of OETT assets. Mr. Watson and other trainers
frequently were directed by Mr. Tolbert to work on Saturdays canvassing for
political candidates and causes favored by Waggoner and other IOUE officers. Mr.
Watson and other trainers were paid overtime wages for working on such Saturdays
from OETT assets. The work, however, was political activity, not for the benefit of
the OETT. The political expenditures were never reported as such. Thus Tolbert
and Waggoner caused the diversion of OETT assets and engaged in illegal
campaign activity.

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213. At all times alleged herein, the Trustees and Officers named as
Defendants, where not actively participating in the fraudulent schemes and
embezzlements, acquiesced to all of the misconduct related to their positions, were
aware of it, and did nothing to stop it.

J. Waggoner Used Pension Benefits That Should Have Been
Universally Available to All Employees of Local 12 or Its Related
Trusts as a Selective Reward Tool
214. A participant in the IUOE General Pension Plan is any full-time
employee of an IUOE Local or of a Related Organization that is a Participating
Employer in the Plan. The General Pension Plan must either be made universally
available to all employees within a Local or Related Organization or none of them.
215. Local 12 is an IUOE Local. Contract Compliance, an agency within
Local 12 that audits employer compliance with CBAs, is a Related Organization for
purposes of General Pension Plan participation. OEFI, which manages all of Local
12s funds, is a Related Organization for purposes of General Pension Plan
participation. This action does not include the Southern California Training Trust
with respect to allegations of violations of the Pension Plans all-or-none rule,
which is currently the subject of litigation in Washington, D.C.
216. Pursuant to the General Pension Plans all-or-none rule, all employees
of Local 12 or its Related Organizations must be participants in the General
Pension Plan or none may participate.
217. Waggoner repeatedly violated this rule by selectively authorizing
participation in the General Pension Plan. For example, Waggoner initially offered
participation in the General Pension Plan to pilot Bruce Timpe, but not Robert
Squillace, another pilot. After the filing of this action, Robert Squillace was
included in the General Pension Plan. And co-pilots were never offered the
opportunity to participate in the General Pension Plan.

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218. David Lanham, in Contract Compliance, is included in the General
Pension Plan, while other employees in Contract Compliance are excluded. When
William Waggoner allowed David Lanham, and no other employee of Contract
Compliance, to participate in the General Pension Plan, William Waggoner
embezzled assets of Local 12 and violated his fiduciary duties as an officer. The
other Officers of Local 12 similarly breached their fiduciary duties by permitting
William Waggoner to misuse Local 12 assets in this manner.

K. All Employees of Local 12, Other Than Some Clerical Workers,
Must Pay Union Dues Despite no Coverage Under Any Collective
Bargaining Agreement
219. Roughly 200 employees at Local 12 are not covered by any collective
bargaining agreement. Nevertheless, they are required to pay $320 per year in dues
to Local 12, and $48 per week in supplemental dues (which is $2,496 annually).
These employees have never been covered by a collective bargaining agreement.
As alleged above, these employees are subject to the whims of Local 12
management when, for example, only some are provided the opportunity to
participate in the General Pension Plan. For their $2,816 per year, these employees
have no guarantee that they will receive the sorts of benefits that Local 12s regular
members receive under their collective bargaining agreements. Since they were not
covered, their dues should be reimbursed as unlawfully converted under false
pretenses.
220. Plaintiff Mario Salas was charged a fee to work for Local 12, in
violation of Californias Labor Code provisions that prohibit the imposition of a
charge to work. The injury to this sub-class is more than $2,500,000 for the four
years prior to the filing of this action through to the present. Plaintiff Mario Salas,
and similarly situated employees, were also denied the protections of a grievance
process that should have been their right by virtue of their dues payments.

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L. Waggoner and His Team Issued Instructions to Shred or Hide
Documents That Could Be Used to Corroborate Allegations in
This Lawsuit
221. Since the filing of this lawsuit, Waggoner and his leadership team have
directed the destruction of evidence in the form of records that would tend to prove
the allegations of this action. For example, records that would show asset
embezzlements and transfers between the Southern California Training Trust and
the Southern Nevada Training Trust were collected for shredding. Once
Defendants were warned that their spoliation of evidence plans were known, they
changed tactics, instead collecting and hiding documents outside of their ordinary
places of filing.

M. After Destroying or Hiding Documents, Defendants Are Now
Moving Equipment Back to the Southern California Training
Sites, Including Devore, Whittier, and San Diego, to Hide Unlawful
Asset Transfers from the Southern California Training Trust to
the Southern Nevada Training Trust
222. After this lawsuit was filed, and as described above, a comprehensive
effort was undertaken to eliminate (or, as was frequently said at the Southern
California Training Trust, un-marry) the connections between the Southern
California Training Trust and the Southern Nevada Training Trust. This plan
included an initial document shredding campaign. When Plaintiffs counsel
warned certain Defendants through counsel of the consequences of evidence
spoliation, the shredding campaign morphed into a plan of document concealment
wherein documents were collected, boxed and secreted from the training site
offices. Then, some of the equipment wrongfully transferred to Nevada was
brought back to California, at great expense.

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223. Two Teamster drivers, J ames Capen and J ohn Bader, are completing
the transfers from the State of Nevada to the Southern California training sites.
Many of these pieces of equipment exceed 8 feet in width and qualify as wide or
oversize loads, requiring the use of a pilot car and permits from the Nevada
Department of Transportation to complete. Pursuant to DOT regulations, the
drivers must stay overnight to comply with hours of service regulations. These
transfers, intended solely to conceal asset misuse and fraud between Trusts, are
expensive. The costs of these expensive transfers are falling upon the Southern
California Training Trust, from which the equipment was originally pirated and
deleted from its inventory.

N. Local 12 Habitually Purchases Its Vehicle Fleet From Ford and
Services Its Own Vehicles, but Its LM-2 Filings Since at Least 2006
Show Inexplicably Variable Expenditures Classified As Auto
Leasing and Maintenance.
224. Local 12 habitually purchases its vehicle fleet from Ford and services
its own vehicles, but its LM-2 filings since at least 2006 show inexplicably variable
expenditures classified as auto leasing and maintenance. On past LM-2 filings,
Waggoner reported payments to Wright Express Fleet Services, Inc. and Fleet
Services, Inc. In 2011, these expenditures totaled $281,153.00. However, the
monthly payments vary as much as fifty percent ($13,708 as a low and $20,514 as a
high). If these charges were lease payments, they would be stable. If they are
automobile fuel charges, they are unusually erratic. These charges are actually jet
fuel, which Waggoner was hiding to conceal the cost to Local 12 of owning and
operating the Cessna jet. On the most recent LM-2, Waggoner finally reported the
true nature of the expenses, fuel, that were previously camouflaged as vehicle lease
expenses. In the 2012 LM-2, payments to Wright Express Financial Services, Inc.

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are classified as Transportation Equipment Fuel. The company is classified as a
Gas and Oil Company.

O. Additional False Representations in Mandatory Union Reports
225. In the most recent LM-2 Filing by Local 12, William Waggoner falsely
claims that Local 12 was named as a defendant in this lawsuit.

226. As alleged above, Defendants conduct was criminal, oppressive,
malicious, willful and intended to harm and did harm Plaintiffs and the Class,
warranting imposition of exemplary damages in all instances where such damages
are recoverable under law.

V. CLASS ACTION ALLEGATIONS
227. Plaintiffs bring this action individually, as well as on behalf of each
and all other persons similarly situated in a concerted effort to improve wages and
working conditions for other, similarly situated employees, and thus, seek class
certification under Fed. R. Civ. Proc. 23.
228. The proposed Class consists of and is defined as:
All individuals who are or have been members of the IUOE Local 12
at any time within the five years prior to the filing of this action.
Excluded from this Class are all Defendants in this action, and all of
their current and former officers, directors, management employees,
successors, and wholly or partly owned subsidiaries or affiliated
companies; all OEFI employees who were terminated for cause by
Michael Graydon; Class Counsel and their employees and members;
all persons within the third degree of relationship to any of the
excluded individuals and any judge who hears or decides any matter in
this litigation.
229. The agency fee sub-class is defined as follows:
All members of the Class who are agency fee members of Local 12,
including all public entity employees who are members of Local 12 for
purposes of collective bargaining representation.
230. The proposed Local 12 Fund Beneficiary Class consists of and is

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defined as:
All individuals who are or have been beneficiaries of any of the Trust
Funds associated with IUOE Local 12 at any time within the five years
prior to the filing of this action. Excluded from the Local 12 Fund
Beneficiary Class are all Defendants in this action, all of the
Defendants family members, and all of their current and former
officers, directors, management employees, successors, and wholly or
partly owned subsidiaries or affiliated companies; all OEFI employees
who were terminated for cause by Michael Graydon; Class Counsel
and their employees and members; all persons within the third degree
of relationship to any of the excluded individuals and any judge who
hears or decides any matter in this litigation.

231. The proposed Local 12 Employee Class consists of and is defined as:
All individuals who are or have been employees of the IUOE Local 12
or its affiliated entities, including OEFI and the Trusts, at any time
within the five years prior to the filing of this action. Excluded from
the Local 12 Employee Class are all Defendants in this action, and all
of their current and former officers, directors, management employees,
successors, and wholly or partly owned subsidiaries or affiliated
companies; all OEFI employees who were terminated for cause by
Michael Graydon; Class Counsel and their employees and members;
all persons within the third degree of relationship to any of the
excluded individuals and any judge who hears or decides any matter in
this litigation.
232. Plaintiffs reserve the right to establish sub-classes, or modify any Class
or sub-Class definition, as appropriate.
233. At all material times, Plaintiffs were or are members of the Class.
234. There is a well-defined community of interest in the litigation and the
class is readily ascertainable:
(a) Numerosity: The members of the class (and each subclass, if
any) are so numerous that joinder of all members would be
unfeasible and impractical. The membership of the entire class
is unknown to Plaintiffs at this time, however, the class is
estimated to be greater than 10,000 individuals and the identity
of such membership is readily ascertainable by inspection of
Defendants records.
(b) Typicality: Plaintiffs are qualified to, and will, fairly and

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adequately protect the interests of each class member with
whom there is a shared, well-defined community of interest.
Plaintiffs claims are typical of other Class members claims.
For example, Plaintiffs were members of Local 12 within the
class period, like all other Class members, and Plaintiffs were
injured as all other Class members were.
(c) Adequacy: Plaintiffs are qualified to, and will, fairly and
adequately protect the interests of each class member with
whom there is a shared, well-defined community of interest and
typicality of claims, as demonstrated herein. Plaintiffs
acknowledge that Plaintiffs have an obligation to make known to
the Court any relationship, conflicts or differences with any
class member. Plaintiffs attorneys, the proposed class counsel,
are versed in the rules governing class action discovery,
certification, and settlement and experienced in class action
litigation.
(d) Superiority: A Class Action is superior to other available
methods for the fair and efficient adjudication of the
controversy, including consideration of:
1) The interests of the members of the class in individually
controlling the prosecution or defense of separate actions;
2) The extent and nature of any litigation concerning the
controversy already commenced by or against members of
the class;
3) The desirability or undesirability of concentrating the
litigation of the claims in the particular forum; and
4) The difficulties likely to be encountered in the
management of a class action.

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(e) Public Policy Considerations: Labor organizations are intended
to protect employees from the potential for employer abuse of
power, but when the parent union conspires with employers, a
local union is powerless to protect itself from abuses origination
from multiple directions. Current union members are often
afraid to assert their rights out of fear of direct or indirect
retaliation. Former union members know the reputation of large
labor organizations as violent and dangerous when challenged.
Class actions provide the class members who are not named in
the complaint with a type of anonymity that allows for the
vindication of their rights at the same time as their privacy and
safety is protected.
235. There are common questions of law and fact as to the class (and each
subclass, if any) that predominate over questions affecting only individual
members, including but not limited to:
(a) Whether Defendants engaged in racketeering;
(b) Whether Defendants violated the LMRDA;
(c) Whether Defendants unlawfully conspired to engage in
racketeering;
(d) Whether Defendants breached fiduciary obligations to the Class;
and,
(e) The appropriate amount of damages, restitution, or monetary
penalties resulting from Defendants violations of law.
236. This Court should permit this action to be maintained as a class action
pursuant to Fed. R. Civ. P. 23 because:
(a) The questions of law and fact common to the class predominate
over any question affecting only individual members;
(b) A class action is superior to any other available method for the

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fair and efficient adjudication of the claims of the members of
the class;
(c) The members of the class are so numerous that it is impractical
to bring all members of the class before the Court;
(d) Plaintiff, and the other members of the class, will not be able to
obtain effective and economic legal redress unless the action is
maintained as a class action;
(e) There is a community of interest in obtaining appropriate legal
and equitable relief for the statutory violations, and in obtaining
adequate compensation for the damages and injuries for which
Defendants are responsible in an amount sufficient to adequately
compensate the members of the class for the injuries sustained;
(f) Without class certification, the prosecution of separate actions
by individual members of the class would create a risk of:
1) Inconsistent or varying adjudications with respect to
individual members of the class which would establish
incompatible standards of conduct for Defendants; and/or
2) Adjudications with respect to the individual members
which would, as a practical matter, be dispositive of the
interests of other members not parties to the adjudications,
or would substantially impair or impede their ability to
protect their interests, including but not limited to the
potential for exhausting the funds available from those
parties who are, or may be, responsible Defendants; and,
(g) Defendants have acted or refused to act on grounds generally
applicable to the class, thereby making final injunctive relief
appropriate with respect to the class as a whole.
237. Plaintiffs contemplate the eventual issuance of notice to the proposed

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members of the class that would set forth the subject and nature of the instant
action. The Defendants own business records, and/or those of Local 12, may be
utilized for assistance in the preparation and issuance of the contemplated notices.
To the extent that any further notices may be required, Plaintiffs would contemplate
the use of additional mailings.

VI. CLAIMS FOR RELIEF
FIRST CLAIM FOR RELIEF
(Violation of 18 U.S.C. 1962(c) of the Racketeer Influenced and Corrupt
Organizations Act [18 U.S.C. 1961-68])
Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert and
Does 1-10
238. Plaintiffs re-allege, and incorporate by reference, each and every
paragraph herein.
239. Defendants are each a person as that term is defined by 18 U.S.C.
section 1961(3).
240. Local 12 constitutes an enterprise as that term is defined by 18 U.S.C.
1961(4). Each separate trust fund operated by OETT also constitutes an
enterprise as that term is defined by 18 U.S.C. 1961(4).
241. Local 12 and its associated funds, collectively, constitutes an
242. The enterprises alleged hereinabove are collectively referred to as the
LOCAL 12 ENTERPRISES.
243. The LOCAL 12 ENTERPRISES are engaged in, and their activities
affect, interstate and foreign commerce.
244. The Defendants are, and at all relevant times were, associated with the

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245. As described herein, the Defendants, beginning at least as early as
2000, and continuing to the present, knowingly and willfully set into motion an
over-arching scheme to defraud the LOCAL 12 ENTERPRISE out of revenues,
cost savings, and membership. The primary goal in all instances was the unlawful
enrichment of Defendants through activities of the LOCAL 12 ENTERPRISES.
Numerous kickback schemes enabled employers to avoid contractual obligations
while providing benefits to Defendants in return. Assets in trust funds were co-
mingled and diverted to personal uses. To accomplish the over-arching goal of
fraudulent and unlawful enrichment, the DEFENDANTS engaged in and/or
authorized a variety of unlawful activities, including the use of threats of economic
harm and violence to maintain control of Local 12 and prevent discovery of the
many asset diversion and kickback schemes enriching the leadership of the IUOE.
246. Assets intended to benefit Plaintiffs and Class members when
deposited into trust account, including the Health & Welfare Fund and others,
represent tangible assets subject to conversion in violation of the Hobbs Act.
247. Plaintiff and Class members were and are aware of ties between the
leadership of IUOE and organized crime syndicates in New York and New J ersey.
As a result of that awareness, threats of economic and physical harm directed at the
Plaintiffs and other Class members were viewed as highly credible and elicited
substantial fear and concern amongst Plaintiffs and other Class members. In fact,
members of Local 12 were physically beaten for speaking up against leadership of
Local 12.
248. Beginning at least as early as 2000 and continuing to the present, the
DEFENDANTS, in furtherance of and for the purpose of executing the schemes
and artifices to defraud and divert Local 12 resources described herein, on
numerous occasions engaged in the extortion of rights guaranteed to Plaintiffs and
other Class members under the LMRDA and other laws. Each such extortionate
activity in connection with the described schemes and artifices to defraud and

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divert Local 12 resources constitutes a distinct violation of the Hobbs Act, 18
U.S.C. 1951, and further constitutes racketeering activity as that term is defined
in 18 U.S.C. 1961(1)(b). The unlawful extortion of property and rights secured
under the LMRDA and other laws include, but is not limited to, the following acts
whereby the Defendants:
(a) Actively prevented members from speaking out at meetings
against leadership;
(b) Obtained assets belonging rightfully to Plaintiffs and other Class
members by utilizing threats of economic and physical harm to
control Local 12s ability to investigate asset diversions.
249. Beginning at least as early as 2000 and continuing to the present,
Defendants, in furtherance of and for the purpose of executing the schemes and
artifices to defraud described herein, on numerous occasions used and caused to be
used the United States Mails and other commercial interstate carriers by both
placing and causing to be placed letters and other mailable matter in the authorized
depositories of such carriers and receiving and causing to be received letters and
other matter from such carriers. Each such use of the United States mails and other
carriers in connection with the described schemes and artifices to defraud
constitutes a separate and distinct violation of 18 U.S.C. 1341, relating to mail
fraud, and further constitutes racketeering activity as that term is defined in 18
U.S.C. 1961(1)(b). The unlawful use of the mails includes, but is not limited to,
the following:
(a) Fraudulent mailing from Local 12s leadership (in the form of
newsletters sent to members) indicating that Local 12s funds
were in sound financial condition.
(b) Fraudulent mailings concerning illegal transfers of assets
between funds, including transfers of heavy equipment deleted
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250. By issuing threats of physical assault, as described above, Defendants
engaged in racketeering activity as defined by 18 U.S.C. 1961(1)(A).
artifices to defraud described herein, on numerous occasions used and caused to be
used wire communications in interstate and foreign commerce by both making and
causing to be made wire communications. Each such use of a wire communication
in connection with the described schemes and artifices to defraud constitutes a
separate and distinct violation of 18 U.S.C. 1343, relating to wire fraud, and
further constitutes racketeering activity as that term is defined in 18 U.S.C.
1961(1)(B). The unlawful use of wire communications includes, but is not limited
to, the following:
(a) False online information regarding the integrity of funds
associated with Local 12;
(b) Acceptance via wire, on occasions too numerous to identify
herein, and at times known exclusively by Defendants, of
fraudulently obtained kickback payments from employers.
Defendants named in this Claim for Relief, in furtherance of and for the purpose of
executing the schemes and artifices to defraud described herein, on numerous
occasions knowingly engaged in and caused to occur monetary transactions in
criminally derived property with value in excess of $10,000. The transactions were
accomplished by depositing, withdrawing or transferring funds by, through, or to a
financial institution, as such an institution is defined by 18 U.S.C. 1956. Funds
used in such transactions were derived from offenses listed in 18 U.S.C. 1961(1),
including, but not limited to, funds derived from mail fraud, in violation 18 U.S.C.
1341, and wire fraud, in violation of 18 U.S.C. 1343. Each such monetary
transaction in connection with the described schemes and artifices to defraud

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constitutes a separate and distinct violation of 18 U.S.C. 1957, relating to
unlawful monetary transactions and money laundering, and further constitutes
racketeering activity as that term is defined in 18 U.S.C. 1961(1)(b). The
unlawful monetary transactions include, but are not limited to, the following:
(a) Acceptance of payments by Waggoner and his co-conspirators
from employers, at times known exclusively to Defendants;
(b) Acceptance of payments by Waggoner for the sale of real estate
belonging to Local, at times known exclusively to Defendants;
(c) Deposits by Waggoner at Amalgamated Bank that were diverted
from Local 12 fund assets and used to prop up Amalgamated
Bank while under investigation by the FDIC.
253. Beginning as least as early as 2000, and continuing to the present, the
artifices to defraud described herein, on numerous occasions knowingly traveled in
interstate commerce and used facilities of interstate commerce (including, but not
limited to, the mails) with the intent to promote, manage, establish, carry on, or
facilitate the promotion, management, establishment or carrying on of unlawful
activities (including violations of 18 U.S.C. 1957), and thereafter performed or
attempted to perform such violations. Each such interaction with facilities of
interstate commerce in connection with the described schemes and artifices to
defraud constitutes a separate and distinct violation of 18 U.S.C. section 1952 (the
Travel Act), relating to travel in interstate commerce with intent to facilitate
certain unlawful activities, and further constitutes racketeering activity as that term
is defined in 18 U.S.C. 1961(1)(B).
artifices to defraud described herein, on numerous occasions knowingly engaged in

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and caused to occur the embezzlement of assets from union welfare and benefit
funds, in repeated violation of 18 U.S.C. 664.
255. Defendants repeated violations of 18 U.S.C. 664, 1341, 1343,
1951, 1952 and 1957 extended over a period of years and involved distinct and
independent criminal acts. Those criminal acts were neither isolated nor sporadic
events, but involved the regular and repeated violation as a way of doing business
and to accomplish Defendants desired ends in the course of the continuing
business of the LOCAL 12 ENTERPRISE. These predicate acts were related to
each other by virtue of (a) common participants, (b) similarly situated victims, (c)
common methods of commission through the habitual dissemination of fraudulent
and misleading information, and (d) the common purpose and common result
defrauding and looting the LOCAL 12 ENTERPRISE, all while enriching the
DEFENDANTS. As such, this conduct constitutes a pattern of racketeering
activity within the meaning of 18 U.S.C. 1961(5).
256. The fraudulent, unlawful and improper activities of the Defendants
threatens to continue. Based upon the past pattern of activity, other Local Unions
either have or will likely be defrauded by the Defendants. Based upon the past
pattern of activity, the Defendants will likely continue to defraud Local Unions like
Local 12. Furthermore, the Defendants are able, based upon their managerial and
controlling positions, to replace management in Local Unions, which could
thereafter be defrauded and looted without consequence in a manner similar to the
schemes and artifices outlined herein.
257. The Defendants all violated or aided violation of 18 U.S.C. 1962(c)
by directly or indirectly conducting or participating in the conduct of the affairs of
the LOCAL 12 ENTERPRISE through a pattern of racketeering activity.
258. The Defendants violation of 18 U.S.C. 1962(c) caused the Plaintiffs
and the Class to suffer direct injury in amounts as may be shown according to proof
at time of trial.

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SECOND CLAIM FOR RELIEF
(Violation of 18 U.S.C. 1962(d) of the Racketeer Influenced and Corrupt
Organizations Act [18 U.S.C. 1961-68])
Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert Tolbert and
Does 1-10
paragraph herein.
260. Defendants are each a person as that term is defined by 18 U.S.C.
section 1961(3).
261. Local 12 constitutes an enterprise as that term is defined by 18 U.S.C.
1961(4). Each separate trust fund operated by OETT also constitutes an
262. Local 12 and its associated funds, collectively, constitutes an
263. The enterprises alleged hereinabove are collectively referred to as the
264. The LOCAL 12 ENTERPRISES are engaged in, and their activities
affect, interstate and foreign commerce.
265. From at least 1994 and continuing through to the present, Defendants
William Waggoner, Patty Waggoner, Ron Sikorski, Mickey Adams, Dan Hawn,
Larry Davidson and Bert Tolbert, being persons employed by or associated with the
LOCAL 12 ENTERPRISES at all relevant times herein, unlawfully and willfully
combined, conspired, confederated and agreed each with the other to violate 18
U.S.C. 1962(c), that is, to conduct and participate, directly and indirectly, in the
conduct of the affairs of the LOCAL 12 ENTERPRISES through a pattern of
racketeering activity, all in violation of 18 U.S.C. 1962(d). The times and

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locations and forms of such agreements constitute information uniquely within the
control of the Defendants.
266. As part of this conspiracy, Defendants William Waggoner, Patty
Waggoner, Ron Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and Bert
Tolbert each personally plotted, conspired and agreed to commit two or more
fraudulent and illegal racketeering acts and thereby conducted and agreed to
conduct the affairs of the LOCAL 12 ENTERPRISES through the pattern of
racketeering activity in violation of 18 U.S.C. 1962(c) described generally herein
and specifically in the First Claim for Relief.
267. In furtherance of the conspiracy and to effect the objects thereof, the
Defendants committed and caused to be committed a series of overt acts, including,
but not limited to, the following, although not all acts below were committed by
each and every named defendant:
(a) Obtained assets belonging rightfully to Plaintiffs and other Class
members by utilizing threats of economic and physical harm to
control Local 12s ability to investigate asset diversions;
(b) Actively prevented members from speaking out at meetings
against leadership;
(c) Fraudulent mailing from Local 12s leadership (in the form of
newsletters to members) indicating that Local 12s funds were in
sound financial condition.
(d) Fraudulent mailings concerning illegal transfers of assets
between funds, including transfers of heavy equipment deleted
from fund inventories.
(e) Fraudulent mailings concerning the source of in-kind political
contributions.
(f) False online information regarding the integrity of funds
associated with Local 12;

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(g) Acceptance via wire, on occasions too numerous to identify
herein, and at times known exclusively by Defendants, of
fraudulently obtained kickback payments from employers.
(h) Acceptance of payments by Waggoner and his co-conspirators
from employers, at times known exclusively to Defendants;
(i) Acceptance of payments by Waggoner for the sale of real estate
belonging to Local, at times known exclusively to Defendants;
(j) Deposits by Waggoner at Amalgamated Bank that were diverted
from Local 12 fund assets and used to prop up Amalgamated
Bank while under investigation by the FDIC.
(k) Upon information and belief, similar violations constituting
predicate acts were perpetrated upon other local union chapters
around the country.
(l) Embezzlement of assets from union welfare and benefit trust
funds.
268. The Defendants violation of 18 U.S.C. 1962(d) caused the Plaintiffs
and the Class to suffer direct injury in amounts as may be shown according to proof
at time of trial.

THIRD CLAIM FOR RELIEF
(Violations of Labor Management Reporting and Disclosure Act, 29 U.S.C.
411, 431 and 501)
By Plaintiffs against Specific Defendants and Does 1-10
paragraph herein.
270. J urisdiction is conferred on this Court pursuant to 29 U.S.C. 412.
271. This Claim for Relief is asserted against the Defendants named below.

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272. Violations of the Labor Management Reporting and Disclosure Act
(LMRDA), Title I (Bill of Rights), occurred within the Central District of
California where Local 12 is headquartered. As such, venue is proper in this
District pursuant to 29 U.S.C. 412.
273. Violation of 29 U.S.C. 431, regulating reports filed by a labor
organization, occurred in the Central District of California, where Local 12 is
headquartered and prepared inaccurate and false filings, including false and
inaccurate LM-2 forms. The policy of this section is to provide union members
with access to the tools necessary to monitor the conduct of their union leadership.
274. Plaintiffs are members of the IUOE, in the Local 12 Chapter of that
labor union.
275. Defendant IUOE is a labor organization as defined in 29 U.S.C.
402(i). Defendants William Waggoner, Ron Sikorski, Mickey Adams, Dan Hawn,
and Larry Davidson, are officers of a labor organization and have reporting duties
imposed pursuant to 29 U.S.C. 431.
276. Section 411 of the LMRDA, 29 U.S.C. 411, provides in part:
(a)(1) Equal rights
Every member of a labor organization shall have equal rights and
privileges within such organization to nominate candidates, to vote in
elections or referendums of the labor organization, to attend
membership meetings, and to participate in the deliberations and
voting upon the business of such meetings, subject to reasonable rules
and regulations in such organization's constitution and bylaws.
(2) Freedom of speech and assembly
Every member of any labor organization shall have the right to meet
and assemble freely with other members; and to express any views,
arguments, or opinions; and to express at meetings of the labor
organization his views, upon candidates in an election of the labor
organization or upon any business properly before the meeting, subject
to the organization's established and reasonable rules pertaining to the
conduct of meetings: Provided, That nothing herein shall be construed
to impair the right of a labor organization to adopt and enforce
reasonable rules as to the responsibility of every member toward the
organization as an institution and to his refraining from conduct that
would interfere with its performance of its legal or contractual
obligations.

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29 U.S.C. 411(a)(1) and (2). Defendants, through their schemes to usurp and
maintain control of Local 12 described above, deprived Plaintiffs of their right to
honest, open, fair and free elections to determine the leadership of Local 12.
277. Section 431 of the LMRDA, 29 U.S.C. 431, provides, in part:
(b)
Annual financial report; filing; contents
Every labor organization shall file annually with the Secretary a
financial report signed by its president and treasurer or corresponding
principal officers containing the following information in such detail
as may be necessary accurately to disclose its financial condition and
operations for its preceding fiscal year
(1) assets and liabilities at the beginning and end of the fiscal year;
(2) receipts of any kind and the sources thereof;
(3) salary, allowances, and other direct or indirect disbursements
(including reimbursed expenses) to each officer and also to each
employee who, during such fiscal year, received more than $10,000 in
the aggregate from such labor organization and any other labor
organization affiliated with it or with which it is affiliated, or which is
affiliated with the same national or international labor organization;
(4) direct and indirect loans made to any officer, employee, or
member, which aggregated more than $250 during the fiscal year,
together with a statement of the purpose, security, if any, and
arrangements for repayment;
(5) direct and indirect loans to any business enterprise, together with a
statement of the purpose, security, if any, and arrangements for
repayment; and
(6) other disbursements made by it including the purposes thereof;
all in such categories as the Secretary may prescribe.
(c)
Availability of information to members; examination of books,
records, and accounts
Every labor organization required to submit a report under this
subchapter shall make available the information required to be
contained in such report to all of its members, and every such labor
organization and its officers shall be under a duty enforceable at the
suit of any member of such organization in any State court of
competent jurisdiction or in the district court of the United States for
the district in which such labor organization maintains its principal
office, to permit such member for just cause to examine any books,

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records, and accounts necessary to verify such report. The court in
such action may, in its discretion, in addition to any judgment awarded
to the plaintiff or plaintiffs, allow a reasonable attorneys fee to be
paid by the defendant, and costs of the action.

278. Defendants named herein caused the filing of false documents with the
DOL, in violation of the LMRDA, Title II.
279. Defendants named herein engaged in prohibited, self-dealing
transactions, as alleged above, in violation of the LMRDA, Title V.
280. By virtue of the total control and domination of Local 12 by the
Defendants identified in this Claim for Relief, any attempt to correct these
violations through administrative process was futile. Plaintiffs and union members,
at all relevant time, had a statutory right to access and examine all documents
relevant to their right to review and audit the truth of filings made pursuant to the
LMRDA. Defendants deprived them of that right and continue to attempt to do so,
including by destroying or sequestering documents that would reveal the falsity of
Defendants DOL filings.
281. The violations of the LMRDA by the identified Defendants in this
claim for relief are current and ongoing in nature.
282. Plaintiffs are suing under Titles 1, 2 and 5 of the LMRDA, which
provide for private rights of action.
283. Because Defendants concealed the falsity of the LM-2 and 5500 filings
with fraudulent information, Plaintiffs and the Class were not on reasonable notice
of the true magnitude of these falsified reports until 2012. As such, any statute of
limitation was tolled due to fraudulent concealment.
284. Plaintiffs seek equitable orders requiring the correction of past filing
with the DOL and prohibiting further false filing with the DOL. Plaintiffs also
request attorneys fees for the violations of their LMRDA rights.

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FOURTH CLAIM FOR RELIEF
BREACHES OF FIDUCIARY DUTIES ARISING UNDER ERISA
By Plaintiffs Against Specific Defendants and Does 1-10
paragraph herein.
286. ERISA 502(a)(2), 29 U.S.C.A. 1132(a)(2), authorizes a plan
participant or beneficiary to bring a civil action for appropriate relief under ERISA
409, 29 U.S.C.A. 1109. Section 409 requires any person who is a fiduciary
who breaches any of the duties imposed upon fiduciaries to make good to
such plan any losses to the plan Section 409 also authorizes such other
equitable or remedial relief as the court may deem appropriate
287. Plaintiffs and Class Members are or were at relevant times participants
and/or beneficiaries in the ERISA-governed plans alleged herein and associated
with Local 12, including, but not limited to, the Local 12 Pension Fund, the Health
& Welfare Fund, and the Operating Engineers Training Trusts, among others.
288. Defendants identified hereinabove as Administrators and/or Trustees
and/or IUOE Executives and/or Local Executives have assumed fiduciary
obligations to Plaintiffs and Class Members. They are the defendants sued herein.
289. Among other things, the Trustees for Local 12 Pension Fund, the
Health & Welfare Fund, and the Operating Engineers Training Trusts allowed or
permitted OEFI to bill the trusts for thousands of dollars a year in bogus employee
wages and other expenses, which were not for the benefit of the trusts but for the
benefit of Waggoners friends and family.
290. Among other things, Trustees for the Local 12 Pension Fund and
Health & Welfare Fund chose investment management companies that employed
Waggoners son, Kenneth Waggoner, for the benefit of Waggoners son, not for the
benefit of the Trusts.

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291. Among other things, the Trustees of the OETT and the OETT
Administrator Burt Talbert breached their fiduciary duties to the OETT and caused
the OETT to engage in numerous prohibited transactions, including the following:
(a) Paying Mr. Watson and other instructors employed by OETT
from OETT assets $550 month for expenses without ever
determining whether such monies were expended for the benefit
of the OETT;
(b) Knowingly or negligently permitting a portion of the $550 a
month paid to Mr. Watson and others to be kicked back to
Waggoner for the BA Fund;
(c) Paying Mr. Watson and other instructors employed by OETT
overtime wages on Saturdays from OETT assets when such
work was political activity and not for the benefit of OETT;
(d) Allowing or permitting OETT equipment, materials, and
personnel to be used for the personal benefit of union officers
without reimbursement to OETT, including refurbishing
automobiles and vehicles for the benefit of such union officers;
(e) Allowing or permitting scrap metal owned by OETT to be sold
for the benefit of Tolbert who converted thousands of dollars a
year of OETT assets to his personal use through keeping
proceeds from the sale of OETT-owned scrap metal.
292. Defendants engaged in multiple breaches of fiduciary duty.

FIFTH CLAIM FOR RELIEF
COMMON LAW BREACH OF FIDUCIARY DUTY
By Plaintiffs Against Specific Defendants and Does 1-10
paragraph herein.

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294. Defendants identified hereinabove as IUOE executives and/or Local
officers or executives have assumed fiduciary obligations to Plaintiffs and Class
Members. They are the defendants sued herein.
295. The relations between Defendants herein, on the one hand, and
Plaintiffs and Class members, on the other hand, impose a duty on the Defendants
to act with the utmost good faith for the benefit of Plaintiffs and Class members,
who were entitled to believe in the integrity of Defendants, but instead were left the
victims of Defendants who chose not to serve their best interests. Unquestionably,
union members are entitled to repose confidence in their Business Manager, their
national union officers, and their local union officers.
296. Defendants have violated their common law fiduciary duties and are
liable under California law for those breaches of fiduciary duty that are unrelated to
ERISA-governed employee benefit plans. Claims against union officials for
breach of fiduciary duty under California law have been recognized by the courts.
3

297. Defendants breached their fiduciary duties by the acts set forth above
that are not related to employee benefit plans, and Plaintiffs suffered damages as a
proximate result thereof. Examples of Defendants breaches of duty alleged above
and incorporated herein include, but are not limited to, the improper and
uncompensated use of the Locals jet, the improper and uncompensated use of the
Locals printing press, the forced contribution by Plaintiffs and union members to
the BAs Fund and to EPEC, Patty Waggoners use of the unions Ford Flex, and
the use by union officials of the labor of union employees for work at their homes.
None of these acts was consistent with Defendants fiduciary duties under
California law.
298. By embezzling or otherwise unlawfully securing Plaintiffs and class
members monies or services, and embezzling union assets, labor and/or services in
this fashion, Plaintiffs and the class were damaged. Plaintiffs should be made

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whole, and all profits earned by Defendants in breach of their common law
fiduciary duty should be disgorged. People ex rel. Harris v. Rizzo, 214
Cal.App.4th 921, 951, n. 30 (2013).

SIXTH CLAIM FOR RELIEF
VIOLATION OF CALIFORNIA LABOR CODE 221 and 2802
By Plaintiffs Against Defendants William Waggoner, Ron Sikorski, Mickey
Adams, Dan Hawn, Larry Davidson and OEFI and Does 1-10
paragraph herein.
300. This Claim for Relief is brought by the Local 12 Employee Class.
301. At all relevant times, Plaintiff Salas and the other members of the
Local 12 Employee Class were entitled to receive their wages for work performed
and be free from collection of wages previously paid by Local 12 or affiliated
entity Defendant OEFI.
302. Defendant William Waggoner and the Defendant Officers of Local 12
require employees of Local 12 and affiliated entity Defendant OEFI to pay union
membership dues and supplemental dues to work. However, these employees, of
which Plaintiff Salas was a Class Member, did not and do not have any collective
bargaining agreement that protects them from abuse and provides a grievance
process in the event of termination. Thus, the charges to the Local 12 Employee
Class are nothing more than a subterfuge by Defendant William Waggoner and the
Defendant Officers of Local 12 to collect back from employees a portion of the
wages previously paid by Local 12 or affiliated entity Defendant OEFI, in violation
of California Labor Code 221.
303. To the extent union membership is required for employment,
Defendant William Waggoner and the Defendant Officers of Local 12, as well as

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Defendant OEFI, failed to indemnify Plaintiff Salas and other members of the
Local 12 Employee Class for mandatory dues payments in violation of California
Labor Code 2802.
304. As a result of conduct by Defendants William Waggoner, Ron
Sikorski, Mickey Adams, Dan Hawn, Larry Davidson and OEFI, Plaintiff Salas and
other members of the Local 12 Employee Class have suffered damages in an
amount, subject to proof, to the extent they were forced to give back wages already
paid and/or were not indemnified for employer-mandated membership charges.
305. Pursuant to Labor Code 218.5, Plaintiff Salas and the Local 12
Employee Class are entitled to recover their wrongfully collected wages,
reasonable attorneys fees and costs of suit, along with interest.
306. Alternatively, pursuant to Labor Code 2802, Plaintiff Salas and the
Local 12 Employee Class are entitled to indemnification in the form of
reimbursement of dues and supplemental dues payments while employed by either
Local 12 or OEFI, reasonable attorneys fees and costs of suit.

SEVENTH CLAIM FOR RELIEF
NEGLIGENCE AND NEGLIGENT SUPERVISION
By Plaintiffs Against Certain Defendants and Does 1-10
paragraph herein, as if fully set forth herein
308. A principal who conducts an activity through an agent is subject to
liability for harm to a third party caused by the agents conduct if the harm was
caused by the principal's negligence in selecting, training, retaining, supervising, or
otherwise controlling the agent. (Rest.3d Agency, 7.05, p. 177.)
309. In performing many of the acts set forth above, Defendant William
Waggoner, in his role as IUOE First Vice President and Local 12 Business
Manager, was acting as the agent of IUOE, the principal. IUOE knew that

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Waggoner was engaged in improprieties and illegal conduct, as discussed above.
IUOE had the right and duty to supervise and control Waggoner and to prevent him
from engaging in said illegal conduct, but failed to do so, in dereliction of IUOEs
duty, as a fiduciary and otherwise, to Plaintiffs and the class members. As a direct
result of IUOEs negligence and negligent supervision, Plaintiffs and class
members have suffered damages, as alleged above, in an amount to be proven at
trial.
310. In performing the wrongful acts set forth above, Defendant Vince
Giblin, as President of the IUOE, was acting as the agent of IUOE, the principal.
IUOE knew that Giblin was engaged in improprieties and illegal conduct, as
discussed above. IUOE had the right and duty to supervise and control Giblin and
to prevent him from engaging in said illegal conduct, but failed to do so, in
dereliction of IUOEs duty, as a fiduciary and otherwise, to Plaintiffs and the class
members. As a direct result of IUOEs negligence and negligent supervision,
Plaintiffs and class members have suffered damages, as alleged above, in an
amount to be proven at trial.
311. In performing the wrongful acts set forth above, Defendant Vince
Giblin, as President of the IUOE, was acting as the agent of the General Executive
Board and its member defendants, identified above. The GEB defendants knew
that Giblin was engaged in improprieties and illegal conduct, as discussed above.
The GEB defendants had the right and duty to supervise and control Giblin and to
prevent him from engaging in said illegal conduct, but failed to do so, in dereliction
of their duty, as fiduciaries and otherwise, to Plaintiffs and the class members. As
a direct result of their negligence and negligent supervision, Plaintiffs and class
trial.
312. In performing many of the acts set forth above, Defendants Mickey
Adams, Ron Sikorski, Larry Davidson and Dan Hawn were acting as the agent of

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Waggoner, the principal. Defendant Waggoner knew that they were engaged in
improprieties and illegal conduct, as discussed above. Waggoner had the right and
duty to supervise and control Adams, Sikorski, Davidson and Hawn and to prevent
them from engaging in said illegal conduct, but failed to do so, in dereliction of his
duty, as a fiduciary and otherwise, to Plaintiffs and the class members. As a direct
result of Waggoners negligence and negligent supervision, Plaintiffs and class
trial.

EIGHTH CLAIM FOR RELIEF
VIOLATION OF CALIFORNIA BUSINESS AND PROFESSIONS CODE
17200, ET SEQ.
By Plaintiffs Against All Defendants
paragraph herein, as well as the allegations in Claim for Aiding and Abetting
below, as though fully set forth herein.
314. The wrongful conduct of Defendants alleged herein violates
Californias Unfair Competition Law (the UCL), set forth in Cal. Bus. & Prof.
Code 17200, et seq., in that it constitutes unfair, unlawful and fraudulent
business acts and practices. This claim is brought by Plaintiffs individually, as
representatives on behalf of the Class Members, and in their capacities as private
attorneys general, against all Defendants for their unlawful, unfair, and/or
fraudulent business acts and/or practices pursuant to the UCL. Plaintiffs seek to
enforce important rights affecting the public interest within the meaning of Code of
Civil Procedure 1021.5.
315. As a result of the unfair, unlawful and fraudulent conduct alleged
herein, Plaintiffs have suffered injury and lost money and/or property. Defendants
engaged in false, unfair, and misleading business practices, and received ill-gotten

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gains therefrom, by engaging in the acts and omissions described herein.
Defendants have obtained valuable money and services from Plaintiffs and others
similarly situated, and/or have failed to pay or turn over money and property in
which Plaintiffs, class members and/or the Trusts and other entities in which
Plaintiffs and others similarly situated are participants, members and/or
beneficiaries, have a vested interest, to the detriment of Plaintiffs and class
members. Such monies and property should be awarded to Plaintiffs and class
members as restitution.
316. Defendants, and each of them, are persons as defined in the UCL.
Unlawful Conduct Under the UCL
317. Defendants acts and practices alleged above constitute unlawful
business acts and/or practices within the meaning of the UCL.
318. A violation of the UCLs unlawful prong may be predicated on the
violation of virtually any state or federal law, rule or regulation. Defendants
unlawful business acts and/or practices as alleged herein have violated numerous
laws and/or regulations - federal and/or state, statutory and/or common law - and
said predicate acts are therefore per se violations of the UCL. These predicate
unlawful business acts and/or practices include, but are not limited to, the
following:
(a) Violations of RICO, as alleged above;
(b) Embezzlement under the California Penal Code (see Cal. Penal
Code 504, 506 and 508; see also 490a, stating that
embezzlement now constitutes the crime of theft);
(c) Grand theft under the California Penal Code (Penal Code 487),
in connection with the theft and appropriation of monies,
property and/or labor, worth in excess of $950, such as the theft
of recycled metals, and the appropriation of labor for repairs or
restoration of personal property such as boats or automobiles;

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(d) Petty theft under the California Penal Code (Penal Code 487),
in connection with the theft of monies and property worth $950
or less;
(e) Grand theft auto, in connection with the embezzled former union
automobiles secured by certain Defendants, as alleged above, by
buying vehicles at auction, restoring them with OETT assets,
and purchasing them at below-market value (Penal Code
487(d)(1));
(f) Receipt of stolen or extorted property, knowing that said
property was stolen or extorted (Cal. Penal Code 496);
(g) The crime, set forth in Penal Code 496(d), of receiving,
purchasing, selling, concealing or withholding of automobiles
and construction equipment while knowing that such property
was obtained in any manner constituting extortion or theft (the
latter of which includes embezzlement; see Penal Code
490(a)), committed here where, as alleged, construction
equipment belonging to the Southern California Training Trust
was sold, transferred, withheld and concealed, without
compensation to the Trust, and where, as alleged, Defendants
received and purchased former union automobiles at below-
market value, knowing such property was obtained in a manner
constituting theft or embezzlement;
(h) Extortion (Penal Code 518, 519 et seq.);
(i) Theft by false pretenses (Cal. Penal Code 532), in those
instances, e.g., where defendant Waggoner and/or his agents,
with intent to deceive, told employees that they were required to
contribute to the BAs Fund, and the employees, at least in part
based on that false pretense, contributed their monies.

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(j) Violations of the federal Hobbs Act and the other federal acts
which, as alleged above, serve as predicate acts in connection
with Plaintiffs claims against Defendants for racketeering;
(k) Violations of the LMRDA, as alleged above;
(l) Violations of 18 U.S.C. 664 (theft or embezzlement from
employee welfare benefit or pension benefit plan or any fund
associated therewith), as alleged above;
(m) Violations of 18 U.S.C. 665 (theft or embezzlement from
employment and training funds that involve federal funding
assistance)
(n) Violations of 18 U.S.C. 666 (prohibiting the theft or
embezzlement of property valued at $5,000 or more in
connection with a program receiving federal funding assistance
of at least $10,000 in one year, and prohibiting bribery, which is
defined to include including giving or offer, or agreement to
give anything of value to influence or reward an agent of an
organization or of a State or local government, or any agency
thereof, in connection with any business, transaction, or series of
transaction of such organization, government or agency
involving anything of value of $5,000 or more, where the
organization, government or agency receives federal funding
assistance of at least $10,000 in one year).
(o) Violations of the California Labor Code, as set forth above.

While not every named Defendant is alleged to have committed each and
every one of the predicate acts above, all Defendants engaged in at least one such
unlawful practice.
Unfair Conduct Under the UCL

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319. Defendants conduct, as alleged above, also is unfair under the UCL.
It violates established law and/or public policies which seek to ensure the
protection of union members and consumers from theft and embezzlement schemes
of the sort employed here. The conduct engaged in by Defendants was and is
directly contrary to established legislative goals and public policies of the State of
California and the United States, and was and is unfair under the UCL. In addition,
the harm to Plaintiffs, members of the general public and Class Members
outweighs the utility, if any, of Defendants wrongful acts and/or practices as
alleged herein. Further, the conduct at issue is and was immoral, unethical,
oppressive, unscrupulous or substantially injurious to Plaintiffs and class members
and thus unfair under the UCL. At all times relevant, the conduct at issue alleged
herein caused: 1) substantial injury to Plaintiffs, Class members and the public
(i.e., the loss of money and loss or diminution of Trust benefits and damage to the
financial condition of the Local and the Trusts), 2) had no countervailing benefit to
Class members, consumers or competition that could possibly outweigh this
substantial injury; and 3) caused injury that could not have reasonably been
avoided by Plaintiffs and others similarly situated.

Fraudulent Conduct Under the UCL
320. By virtue of the incorporated allegations discussed above, Defendants
also engaged in conduct that was fraudulent under the UCL i.e., likely to
mislead a reasonable person. For example, the union Defendants demands for
political contributions, in violation of the law, were fraudulent under the UCL, in
that such demands were likely to mislead a reasonable person into believing that
mandatory contributions to Defendants political action funds were in fact required
conditions of their employment, and to therefore part with their money. In
addition, Defendants actively concealed and omitted to disclose, despite a duty of
disclosure imposed by virtue of, inter alia, their roles as fiduciaries, the material

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fact that certain employers were engaging in massive double-breasting, known to
Waggoner and his cronies. This material omission was likely to mislead a
reasonable person into believing that there was no need to audit and demand lost
monies due to double-breasting, and to therefore forego obtaining those monies.
In addition, William Waggoner and the defendant trustees concealed and omitted to
disclose the material fact that Waggoner was unilaterally writing off unpaid
contributions owed by employers, to the detriment of Plaintiffs and the Trusts.
This conduct was likely to mislead a reasonable person into believing that
contributions due and owing by the employer defendants were being made as
required, and, thus, that audit and collection activity did not need to be commenced.
In addition, Defendants, including but not limited to William Waggoner, concealed
and failed to disclose that they were stealing and embezzling Local 12 and Trust
fund monies, as alleged above. These omitted facts were plainly material to any
reasonable person, and the omission of these facts was likely to deceive a
reasonable person into believing that there was no need to audit and demand the
return of such monies, and, potentially, to mislead members into voting for
Waggoner and his cronies despite their illegal actions. Had Defendants not
engaged in, and failed to disclose, the acts and practices alleged herein, Plaintiffs
would have acted differently.
321. Plaintiffs, individually, and on behalf of Class members, are entitled
to, and do, seek such relief as may be necessary to disgorge money and/or property
that the Defendants have wrongfully acquired, or money and property in which
Plaintiffs and the class members have a vested ownership interest but which has
been withheld from Plaintiffs and the class members.
322. Plaintiffs, individually, and on behalf of Class members, are further
entitled to and do seek a declaration that the above described business practices are
unfair, unlawful and/or fraudulent, and injunctive relief restraining the Defendants,
and each of them, from engaging in any of the above-described unfair, unlawful

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and/or fraudulent business practices in the future.
323. Plaintiffs, individually, and on behalf of Class members have no plain,
speedy, and/or adequate remedy at law to redress the injuries which they have
suffered as a consequence of the Defendants unfair, unlawful and/or fraudulent
business practices. As a result of the unfair, unlawful and/or fraudulent business
practices described above, the Plaintiffs, individually, and on behalf of members of
the putative Class, have suffered and will continue to suffer irreparable harm unless
the Defendants, and each of them, are restrained from continuing to engage in the
previously alleged violations of the UCL.
324. Wherefore, Plaintiffs and Class members are entitled to equitable
relief, including restitution of all monies and property wrongfully taken from them,
and of all monies and property withheld or owed to them in which they have a
vested interest, and restitutionary disgorgement of all profits accruing to
Defendants due to their practices, to the extent such relief would be restitutionary
in nature; injunctive relief including but not limited to a permanent injunction
requiring Defendants to cease their illegal unfair practices and to comply with the
law; declaratory relief of an equitable nature, an award of attorneys fees pursuant
to California Code of Civil Procedure 1021.5 and other applicable laws; and an
award of costs.

NINTH CLAIM FOR RELIEF
AIDING AND ABETTING OF CONDUCT ALLEGED IN PRIOR CLAIMS
By Plaintiffs Against All Defendants
paragraph herein.
326. All Defendants in this case aided and abetted at least some other
Defendants in some respects, in connection with the claims pled above. That is, all
Defendants actually knew that other Defendants, such as William Waggoner, were

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engaging in breaches of duty and illegal or otherwise wrongful acts, at least in
some respects, that were harmful to the union membership and fund beneficiaries.
Each Defendant also enabled and substantially assisted in the accomplishment of
one or more of the breaches of duty and wrongs committed by the primary violators
constituting the actionable wrong in each claim, and thereby substantially assisted
in the wrongs, crimes, torts, statutory violations and unfair practices alleged herein.
Examples follow.
327. The defendant members of the local executive board, like Mickey
Adams and Ron Sikorski, on numerous occasions and dates that are known to them
but that not presently known to Plaintiffs, voted in favor of William Waggoners
acts and practices of wrongful conduct, where votes were required to permit that
conduct, and thus substantially assisted in its accomplishment. Despite their
fiduciary duties to the union membership and to the local union intended to benefit
the members, such executive board defendants knowingly and substantially assisted
Waggoner in his wrongs, rather than voting against him or taking other steps to
stop him or even abstaining from voting in favor of his wrongful conduct. Such
conduct also constituted ratification of Waggoners acts.
328. The named defendant trustees, for their part, voted with William
Waggoner - on numerous dates and occasions known to them but not to Plaintiffs -
to allow and enable the misuse and diversion of trust assets and to halt OEFI audits
into delinquent contributions to the Trusts, and failed to failed to otherwise attempt
to stop his conduct, despite their fiduciary duty to do so in the interests of the fund
beneficiaries. They thereby substantially assisted in the wrongs alleged above.
Such conduct also constituted ratification of Waggoners acts.
329. William Waggoner, for his part, also knew of and substantially assisted
in the breaches of duty by others including his wife Patty Waggoner and his son
Kenneth Waggoner, as alleged above.

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330. In addition, William Waggoner and other Local 12 officer defendants,
such as Local president Adams, flew together for personal reasons on the locals
jet, thereby knowingly and substantially assisting one another in embezzling from
Local 12 (and from members like Plaintiffs, who the Locals assets are intended to
benefit). Each of the officer defendants who took such flights knew that flying on
the union jet for personal reasons, without compensation, was improper, illegal, and
in breach of their fiduciary duties, yet they went ahead. After all, flying on a
private jet where poker games can be played with ones cronies is far more
economical and enjoyable than paying for ones travel on a public airline.
Waggoner and his cronies treated the union jet and union resources like their
personal slush fund.
331. Further, Patty Waggoner would, as alleged, sometimes take the union
jet to go shopping in Las Vegas for personal reasons; she or William Waggoner
would ask a union officer, such as defendant Mickey Adams, to accompany her
under the pretext that the officer was going to Las Vegas to handle Southern
Nevada Local 12 business there. Officers who accepted such invitations to ride
along with Ms. Waggoner knowingly aided and abetted her embezzlement of
union resources and unlawful, unfair business practices. Any of these officers, who
had fiduciary duties to the Local and its members and who, as officers, undoubtedly
were vested with the authority to prevent the illegal use of the union jet, could have
and should have - stopped non-member Patty Waggoner from taking the jet on
her personal jaunts, but instead they assisted her in doing so by riding along in an
artificial effort to make her wrongful conduct appear less improper.
332. In addition, William Waggoner knew of and substantially assisted in
the breaches of duty by others, like his loyalist trustee, Mr. Poss. Defendant Poss,
as previously alleged, failed to make required employer contributions to the funds,
which Waggoner then wrote off. In addition, Mr. Poss, with Waggoners
knowledge, served as Waggoners loyal vote on several trust boards, despite the

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knowledge of Waggoner and other trustees that Poss was mentally incompetent.
Mr. Poss at least before he became incompetent - knowingly voted with
Waggoner to permit Waggoners schemes to go forward, in part because of
Waggoners contribution write-offs and other improper diversions of fund assets to
Poss, such as the expensive vacations that Poss and his family were annually
provided using fund assets, in violation of both Waggoner and Posss fiduciary
duties.
333. Because of their aiding and abetting of each others wrongs and illegal
conduct, which contributed to the losses suffered by Plaintiffs and the Class,
Defendants are jointly liable for all of the primary violations alleged herein that
they knowingly and substantially assisted in accomplishing. Class members have
been damaged, in the aggregate, in amounts believed to exceed many millions of
dollars, with the actual amount to be proven later. Defendants should be required
to pay back those monies, with punitive damages thereon, based on their malicious
and oppressive conduct.

PRAYER FOR RELIEF
Plaintiffs, individually, and on behalf of all others similarly situated, pray for
relief and judgment against Defendants, jointly and severally, as follows:

Class Certification
1. That this action be certified as a class action;
2. That Plaintiffs be appointed as the representative of the Class; and
3. That counsel for Plaintiffs be appointed as Class Counsel.

As to the First Claim for Relief
4. For compensatory and general damages, as shown according to proof;
5. For treble damages;

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6. For exemplary damages;
7. For an accounting;
8. For temporary and permanent injunctive relief;
9. For disgorgement of monies improperly obtained;
10. For prejudgment interest according to law;
11. For attorney's fees;
12. For costs of suit; and,
13. For such other and further relief as this Court may deem proper.

As to the Second Claim for Relief
15. For treble damages;
17. For an accounting;
21. For attorney's fees;

As to the Third Claim for Relief
26. For attorneys fees and costs pursuant to the LMRDA;

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As to the Fourth Claim for Relief
29. For declaratory relief;
30. For a declaration that the Trustees have breached their ERISA fiduciary
duties to the Funds and their participants;
31. For appropriate make whole equitable relief authorized pursuant to
ERISA;
32. The Trustees be found liable for the failure to exercise their fiduciary
duties;
33. For attorneys fees and costs pursuant to ERISA;

As to the Fifth Claim for Relief
36. Disgorgement of profits;
38. For declaratory relief;
39. For appropriate make whole equitable relief;

As to the Sixth Claim for Relief
43. For attorneys fees and costs pursuant to Californias Labor Code;

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As to the Seventh Claim for Relief

As to the Eighth Claim for Relief
50. That the Court declare, adjudge and decree that Defendants violated
California Business and Professions Code 17200, et seq. by For restitution to
Plaintiffs and all class members and prejudgment interest from the day such
amounts were due and payable;
51. For the appointment of a receiver to receive, manage and distribute any
and all funds disgorged from Defendants and determined to have been wrongfully
acquired by Defendants as a result of violations of California Business &
Professions Code 17200 et seq.;
52. For reasonable attorneys fees and costs of suit incurred herein pursuant to
California Code of Civil Procedure 1021.5;
53. For injunctive relief to ensure compliance with this section, pursuant to
California Business & Professions Code 17200, et seq.; and,
54. For such other and further relief as the Court may deem equitable and
appropriate.

As to the Ninth Claim for Relief

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Dated: J uly 22, 2013 Respectfully submitted,

SPIRO MOORE LLP

By:
H. Scott Leviant
J . Mark Moore


Page 105

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DEMAND FOR JURY TRIAL
Plaintiffs demand a trial by jury.
Dated: J uly 22, 2013 Respectfully submitted,

SPIRO MOORE LLP

By:
H. Scott Leviant
J . Mark Moore


EXHIBIT 2

ABOUT THE COVER
For more information
on the Porter Ranch
Project turn to our
centerspread.
Cover photo courtesy of
11siness Representative
Ed Guthrie.
State of the Union
At the start of 2011 , it seemed as if the struggling
rt economy and the high unemployment numbers
were going to take forever to improve. The recession
isn' t over yet, and not everybody's back to work, but
it's looking a whole lot better than it was this time last
year.
Our stated goal at the beginning 2011 was to get the
economy moving again. That would make the out-of-
work list shorter.
The loss of reported hours hit every union organiza-
tion even harder in early 20 l l , and we were no excep-
tion. The Officers and I had to learn how to become
familiar with the ins and outs of the Pension Rehabili-
tation Agreement and compliance with federal regula-
tions.
If you will recall, I reported at the General Member-
ship Meeting in December 2010 that our Health and
Welfare Fund was in serious financial condition. Es-
timates were that we had to come up with an increase
amounting to $4.60 per hour, which included $1.00 an
hour in the hourly wage rate, a S 1.90 reduction in ben-
efits and a $1.50 per hour increase from the employer.
Also in the early part of20 J 1, you read in the News-
Record how the Pension Fund fell below acceptable
levels. The Southern Californ ia Operating Engineers
Training Trust, and to a lesser degree the Las Vegas
Training Trust, were running at a loss every month,
and were scrambling to reduce their expenditures. The
Survey Training Trust was also experiencing financial
problems.
Even though many
unions were in worse
shape than we were, this
was a very difficult time
for all of us.
a number of positive trends. The hours reported were
improving, the backlog of claims was shrinking, they
are in the process of catching up and the newer claims
were also being processed.
And I received a report recently from the Interna-
tional which stated that there are almost 17,000 more
Operating Engineers working now than there were
three months ago. Overall employment percent fell
from 15.8 to 9.8. It may not be that low here in Cali for-
nia and Nevada, but judging from the out-of-work li st,
it is definitely lower.
Another item in the good news department - our
new Dispatch Hall in San Diego is open for business.
Labor-Friendly Politicians
There were a few other things that were going our
way in 2011 . With Jerry Brown in Sacramento, we had
the ear of the Governor's office, including his Labor-
friendly departmental appointments. These depart-
ments, such as the Employment Development Depart-
ment, whi ch handles unemployment insurance issues
dealing with wage and hour situations, are important
when we encounter a major problem with respect to the
membership of Local 12.
One of Brown's key choices was Christine Baker,
now head of the Department of Industrial Relations
(DIR). She' s agreed to merge the formerly independent
divisions of the DIR, so it is going to be easier to get
help with our problems regarding the enforcement of
the State Prevailing Laws
and the registration of our
Prevailing Rates.
Another good choice
was Labor Commissioner
Julie Su, who has a record
of prosecuting employers
who take advantage of
workers.
You, the membership,
are the reason why things
started to turn around
mid-2011. Your vote
to allocate the negoti-
ated increase at the June
Semi-Annual Member-
ship Meeting created an
infusion of funds into the
Health and Welfare Fund,
Business Jl1anager William C. Waggoner addresses
the January meeting in District 4.
Jerry Brown is a classic
example of why we need
to elect Labor-friendly
people in government.
The major priority in the
presidential election this
Pension Fund, Joint Apprentice Training/Journeyman
Retraining Fund and The Engineers Contract Compli-
ance Committee Fund.
Without your suppo1t, without that membership
vote, there is no way we Officers could accomplish
what we needed to do.
The Health and Welfare Trust Fund was the hardest
hit, and the one that needed the most attention. We had
almost daily meetings with trustees and auditors in the
summer and fall of 2011 to try to address the critical
losses we were experiencing, despite record cutbacks
in spending.
Then things finally started looking up. The $10 mil-
lion loan by Local 12 to rescue the Health and Welfare
Fund and the subsequent $ J 0 million line of credit has
finally stopped the bleeding.
At the latest Trust Fund Meeting, a report revealed
year must be to keep Barack Obama and Labor Secre-
tary Hilda Solis in office. The working men and women
of our country must protect their rights to earn a decent
wage and work in safe conditions, and they can do that
by choosing candidates who value those rights.
Labor-UNfriendly politicians
Some of the Labor-UNfriendly politicians, espe-
cially in Nevada, worked hard last year, as they always
do, to try to undo legislation that we have fought hard
to get enacted to benefit the working men and women
of our country.
Somebody in Nevada came up with Bill 312, which
would delete the overtime provision in our negotiated
contracts. Prevailing rates would be the prevailing rates
Continued on page 10
EXHIBIT 3

WM. C. WAGGONER
Business Manager
and
General Vice-President
&%ltl1lllt'i_~t(}1t P I &;;tr(ll~~mttrJ
Southern California & Southern Nevada
AFL-CIO
August 19, 2011
TO: Al l Of f i cer s and Local 12 Empl oyees
FROM: Wm. C_ Waggoner , Busi ness I vl anager
I . U. O. E. , Local Uni on No. 12
======================================================================
At t he Execut i ve Boar d Meet i ng hel d on August 6, 2011, t he Execut i ve
Boar d t ook cer t ai n act i ons t hat wi l l af f ect pr act i cal l y al l of t he em-
pl oyees of Local 12.
Fi r st , a mot i on was passed unani mousl y t hat Execut i ve Boar d Meet i ngs
wi l l be hel d ever y ot her mont h i nst ead of t he usual schedul e of meet -
i ngs ever y mont h. Ther ef or e, t her e wi l l not be a Boar d Meet i ng i n
Sept ember .
Secondl y, I r ecommended t hat we ask t he empl oyees t o t ake t wo days of f
per mont h wi t hout pay. We wi l l wor k out a schedul e t o det er mi ne whi ch
day of t he week each empl oyee wi l l be of f wor k.
Thi s wi l l al l ow us t o r educe t he number of empl oyees i n each depar t ment
by 50 per cent f or t hose days of f .
I n ot her wor ds, hal f of t he st af f wi l l be wor ki ng f i ve days per week
and t he ot her hal f wi l l r ecei ve pay f or f our days.
Bet ween December 31, 2009 and December 31, 2010, t he Gener al Fund' s
l oss was $5, 727, 742. Accor di ng t o t he number gener at ed i n t he f i r st
si x mont hs of t hi s year , we est i mat e t hat we wi l l l ose appr oxi mat el y
$4 mi l l i on t hi s year .
As we al l know, you cannot cont i nue t o oper at e cr eat i ng a def i ci t l n t he
amount s r ef l ect ed i n t he above par agr aph.
I n t he event t he economy i mpr oves, t he member shi p goes back t o wor k and
we st op t he bl eedi ng, we wi l l di scont i nue t hi s pr ogr am and r et ur n t o a
f i ve day week oper at i on.
Thank you f or your assi st ance and
unt i l we see bet t er days ahead.
~.
150 EAST CORSON STREET. P.O. BOX 7109 PASADENA, CALIFORNIA 91109-7209 TELEPHONE: (626) 792-8900
EXHIBIT 4

AFL-CIO
WM. C. WAGGONER
Busi ness Manager
and
General Vi ce-Presi dent
Southern California & Southern Nevada ~ 212
MEMORANDUM
TO: ALL LOCAL 12OFFICERS, DISTRICT REPRESENTATIVES,
BUSINESS AGENTS AND OTHER DRIVERS
FROM: WILLIAM C. WAGGONER, BUSINESS MANAGER
DATE: 9113/04
Please be advised, I amsending this memo that is of utmost importance. This is
not just amemo from themain office and like similar memos you toss in afile.
Local 12is having aserious problem of obtaining automobile insurance coverage at a
reasonable rate. Infact, Hartford Insurance our present carrier was the only insurance
company that would agree to underwrite our auto insurance coverage.
The reason is very simple. Some of the agents driving records arehorrible. It is
not fair that the agents who drive very carefully and sensibly are "burdened" by those
who take to many risks intheir driving habits. Like everything else we have to mix their
good driving records with those who think they are"J eff Gordon". Inother words, clean
up your act, because we don't intend to buy "tanks" for you to perform your every day
activities.
Please review the attached Driver Safety Policy and acknowledge by signing the
white copy and sending it to me no later than September 30,2004.
WCW:sdh
150 EAST CORSON STREET. P.O.BOX 7109. PASADENA, CALIFORNIA 91109-7209. TELEPHONE: (626) 792-8900
DRIVER SAFETY POLICY
Local 12 considers the prevention of vehicle accidents essential to the well being
of our employees, union equipment and the general public. All drivers are
expected to practice defensive driving by following traffic regulations and our
established procedures.
DEFINITION OF DEFENSIVE DRIVER
"Defensive Drivers are persons who commit no driving errors
themselves and make allowances for the lack of skill or improper
driving practice of the other driver. Defensive Drivers adjust their
own driving to compensate for unusual weather, road and traffic
conditions and are not tricked into an accident by the unsafe actions
of pedestrians and other drivers. Being alert to accident producing
situations, they recognize the need for preventive action in advance
and take the necessary precaution to prevent the accident. As
Defensive Drivers, they know when it is necessary to slow down, stop
or yield the right-of-way to avoid involvement."
A Department of Motor Vehicle report will be run routinely on all of our
drivers each year to insure safety and compliance to this policy.
PREDOMINATE VEHICLE ACCIDENT CAUSES:
Disregard For Signs & Lights
Not Driving Defensively
Speed ing/Attitude
Unsafe Stopping or Parking
Alcohol, Drugs, Tired
Unsafe Entry Onto Highway
Following to Close
Inattention/Poor J udgment
Unsafe Backing
Too Fast For Conditions
Momentarily Distracted
Failure to Stop or Signal
PROCEDURES WHEN ACCIDENT OCCURS
1. Report an accident promptly to the executive offices.
2. Give a detailed report of how the accident occurred with a diagram.
3. Get information from the other driver such as:
a. Name
b. Address
\
Page 2
c. Name of Insurance Company
i. Policy number
ii. Agent
iii. Phone number
(A copy of an Accident Report Brochure, which has been given to you recently is
attached for your reference)
Date: L ~-/0-. L? < {
Acknowledged and Understood:
Date:
- - - - - - - - - - - - - - - - - - -
EXHIBIT 5

In Denver, a local president of the United Food and Commercial Workers was voted out of office and
replaced with a Safeway bakery clerk after disclosures that he president spent union money on alcohol
and Broncos tickets and that, while making $162,000 a year, he put his wife and son on the payroll for
a combined $268,000.
The Chao rules helped the Labor Department's Office of Labor-Management Standards obtain 929
convictions, mostly for embezzlement, and recover some $93 million. Other rules would have made it
easier to track the operation of union trusts such as those set up for health benefits, pensions (#) ,
training programs and strike funds.
Ms. Solis rolled back the Chao reforms.
Her excuse? The changes "had a detrimental impact on workers" and "made the union financial (#)
reporting requirements not only overly burdensome but ineffective." In response, Ms. Chao accused
the Obama administration of "not enforcing laws on union transparency and democracy" and "telling
unions that they don't have to comply."
Today, private-sector unions are failing enterprises. They seem unable to adapt to a changing
environment -- to global trade, to the advance of information technology (#) and robotics, and to the
rise, in states like Indiana and Michigan, of poli ical leaders who do not fear them. In the private sector,
38 percent of workers belonged to unions 60 years ago; today the figure is 6 2 percent.
Ironically, given unions' critical role in electing and re-elec ing Mr. Obama, the jobs-destroying taxes
and hyper-regulation of the Obama era may make it even worse for unions. Unionized businesses,
lacking the flexibility of non-union businesses, will be less likely to grow and more likely to fail, which
will further diminish the influence and membership of unions.
Hilda Solis ran the Labor Department as an extension of the union movement, but her heavy-handed
approach -- seeing business as an enemy rather than as a partner in creating jobs -- may have simply
been another nail in the movement's coffin.
Terrence Scanlon is president of the Capital Research Center.
You are currently viewing the printable version of this article, to return to the normal page, please click here.
Page 2 of 3 SCANLON: Hilda Solis' legacy of pandering - Washington Times
4/18/2013 http://www.washingtontimes.com/news/2013/jan/17/hilda-solis-legacy-of-pandering/print/
EXHIBIT 6

Wilbur Ross, the Bank Eater
Troubled financial institution lying on the side of the road? Ross will have a biteand might even ask for
seconds
By Devin Leonard

Early one October morning, Wilbur Ross sits before a dozen or so colleagues at the head of a long table in his Manhattan office,
considering in his quiet way the purchase of a business worth more than a billion dollars. Ross, 74, is the chairman of WL Ross & Co.,
among the largest and most active firms specializing in the purchase of distressed companies; in other words, he is a vulture, albeit a
well-dressed one, favoring crisp pinstripe suits and freshly shined shoes.

His investment committee is presenting the final details of the firms $1.2 billion bid for Northern Rock, the English bank seized by the
British government in 2008 after panicked depositors withdrew their funds. WL Ross is partnering with Richard Bransons Virgin Money.
Who is our competition? asks Pamela Wilson, a WL Ross managing director.

J.C. Flowers is always our competition on everything, says Stephen Johnson, one of the firms vice-presidents, referring to J.
Christopher Flowers, another private equity investor. Johnson adds, The word at the moment is that he wont be able to bid on this.
That leaves the field open for Ross, who describes himself as a guy who likes to run into burning buildings and who has been running
into a lot of them lately. The committee spends much of its time talking about the need to structure the bid so it wont embarrass the
British government, which has spent an estimated $2.2 billion on the Northern Rock bailout. The firm plans to offer the Cameron
administration a slice of the proceeds if it takes the bank public.

Ross himself says little, and when he does, he does so in his characteristic near- whisper. It would not be overstating it to say Ross coos.
He scrutinizes a pile of documents before him. From time to time he asks a question. He wants to make sure there will be no last-minute
regulatory issues. Finally, he says, I think we are ready to vote on this.

On Oct. 25, Virgin and WL Ross make their offer. Three weeks later, the British government accepts it and controversy soon follows. Ed
Balls, the Labour Partys shadow chancellor, assails Englands Conservative Party leaders for taking a loss on the bank. Ross arguably
makes matters worse by telling British reporters that he hopes to make a substantial profitunless, of course, Northern Rock is
swamped by the European financial crisis that enabled him to buy it so cheaply in the first place. This is a familiar scenario these days.
Ross stands to make a lot, if he doesnt lose even more.

Since 2008, Ross has invested $1.8 billion in faltering banks, a major play by a high-profile player. Ross is an investors investor; hes not
a household name like Warren Buffett or a constant presence on the cable channels like Pimcos Bill Gross, but hes revered and
followed in his field. Hes charming, and hes smart, says Steven Kaplan, a professor of finance at the University of Chicago Booth
School of Business. And he has been brilliant and contrarian in discerning opportunities. He is also worth an estimated $2.1 billion,
according to Forbes.

His firm was one of four private equity groups that paid $900 million for the failed BankUnited, a large Florida thrift, purchasing it from
the Federal Deposit Insurance Corp. in May 2009. He has taken stakes in ailing institutions such as Oregons Cascade Bancorp, New
Jerseys Sun Bancorp, and the union-owned Amalgamated Bank in New York, all of which required his financial aid after writing down
bad real estate loans. Ross has also looked abroad for bargainsand not just in England. In July he and four other investors spent $1.6
billion to buy 35 percent of the Bank of Ireland.

Ross assiduously promotes his successes and had little trouble raising $4 billion in 2008 to invest in banks on the heels of the financial
crisis. In May 2009, WL Ross, Blackstone Group, Carlyle Group, and Centerbridge Partners bought BankUnited from the FDIC. It was
predicted at the time that BankUniteds failure would cost the agency $4.9 billion. As part of the deal, the FDIC assumed up to 80
percent of BankUniteds copious losses.

The U.S. was still mired in a recession. The country had spent billions of dollars bailing out the banking system and now private equity
speculators such as Ross were scooping up banks, apparently taking advantage of the FDICs safeguards. On Oct. 22, Democratic Senator
Jack Reed of Rhode Island wrote to Treasury Secretary Timothy Geithner and former FDIC Chairman Sheila Bair, urging them to put
curbs on such acquisitions. The FDIC issued rules requiring buyout firms investing in banks to hold them for three years and maintain
profit-crimping amounts of capital.

So Ross changed his strategy. He funneled money into troubled banks that needed cash but hadnt yet fallen into the FDICs hands, such
as Oregons Cascade and New Jerseys Sun Bancorp. Their stocks were trading at very, very big discounts from book value, Ross says.
We felt that provided enough cover wed be O.K. if they had more losses.

He also began to indirectly invest in banks that had been seized by the FDIC. In April 2010, WL Ross became the largest investor in First
Michigan Bank in Troy. It was a tiny institution with only 30 employees. But First Michigan CEO David Provost had grand ambitions.
Banks were failing left and right in Michigan. He wanted to buy them from the FDIC. Provost says Ross understood his strategy
immediately and invested $100 million of his firms money in First Michigan.

On the day First Michigan announced Rosss cash infusion, it bought CF Bancorp, a bank in Port Huron, Mich., with 368 employees and
$1.3 billion in assets. Its collapse had been the largest in the state. First Michigan, now known as Talmer Bank and Trust, has since
bought three more failed banks. Provost aims to create a network of community banks that profit from problems in their larger rivals. It
seems to be working. Talmer earned more than $40 million last year. The Bank of Americas get picketed, Provost says. The customers
close out their accounts. Then they come over and see us.

In November, Ross crossed the Atlantic to check on his new investment in the Bank of Ireland. When it was time to leave, CEO Boucher
offered Ross a ride to the airport. On the way, they made an unannounced visit to a Bank of Ireland branch in a Dublin suburb. Ross
spent nearly an hour at the bank, wandering around and asking questions. It went down extremely well, says Boucher. There was a
lot of positive buzz among the employees afterwards.

For his part, Ross cant understand why anybody at the Bank of Ireland would be surprised by his interest. We just put a big chunk of
money into it, he says. It was kind of under the control of the government. I guess the employees werent used to the Prime Minister
dropping by.

There is one banking investment of which Ross is particularly proud. In September his firm pledged $50 million to Amalgamated Bank,
which is controlled by unions representing hotel and garment industry workers and has become known as the financial institution
guarding the deposits of Occupy Wall Street. On Dec. 8, Ross visits the banks art deco headquarters in New York to meet with Edward
Grebow, its president. Sitting around a coffee table, the two explain how Ross, a loyal member of the 1 percent, came to be interested
in the self-styled bank of the other 99 percent. Well, the bank, like lots of others, made some bad real estate loans, Grebow says.
That left us of short of capital.
He knew there were private equity investors interested in banks. There werent many, though, who would put their cash into a bank
that is not only union-owned but also has a unionized staff. He could think of only two. One was obvious: Ron Burkle, managing partner
of Yucaipa and a major Democratic Party contributor. The other was Ross. Grebow knew Ross had good relationships with labor leaders
representing steel and textile workers. We never had a strike at any of our facilities, says Ross. For us, there is nothing strange about
having breakfast with a labor leader. We do it all the time. Together, they agreed to put $100 million in the bank. The deal is awaiting
regulatory approval, but Grebow is already talking about using the new funds to create progressive products, such as prepaid credit
cards for customers with uncertain immigration status and mortgages for city sanitation workers.

Then there are the benefits of being associated with the Occupy Wall Street protests that began in September. Grebow produces a chart
showing that 131 new depositors signed up online in October, up from 13 the previous month. The influx of new customers was roughly
the same in November. Thats with no marketing, he says. Ross listens, quiet as ever. He says he has no problem with Amalgamated
Banks connection to Occupy Wall Street. Its clearly good for the banks bottom line and therefore his investment. The bank by its
nature is a so-called progressive, liberal bank, Ross says. Ed Grebow even marched in one of its demonstrations.

You wont see the 74-year-old billionaire accompanying him anytime soon, however. Says Ross, I myself wouldnt have anything to do
with Occupy Wall Street. Nevertheless, hes thinking about putting more money into Amalgamated Bank. Ross may not cotton to
protesters who want to share his wealth, but his investments are strictly nonpartisan.
Leonard is a reporter for Bloomberg Businessweek in New York.

http://www.businessweek.com/magazine/wilbur-ross-the-bank-eater-01052012.html

EXHIBIT 7

EXHIBIT 8

Form 5500

Department of the Treasury
Internal Revenue Service
Department of Labor
Employee Benefits Security
Administration
Pension Benefit Guaranty Corporation
Annual Return/Report of Employee Benefit Plan
This form is required to be filed for employee benefit plans under sections 104
and 4065 of the Employee Retirement Income Security Act of 1974 (ERISA) and
sections 6047(e), and 6058(a) of the Internal Revenue Code (the Code).
Complete all entries in accordance with
the instructions to the Form 5500.
OMB Nos. 1210-0110
1210-0089

2010

This Form is Open to Public
Inspection
Part I Annual Report Identification Information
For calendar plan year 2010 or fiscal plan year beginning and ending
A This return/report is for:
X a multiemployer plan; X a multiple-employer plan; or

X a single-employer plan; X a DFE (specify) _C_

B This return/report is:
X the first return/report; X the final return/report;

X an amended return/report; X a short plan year return/report (less than 12 months).
C If the plan is a collectively-bargained plan, check here. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . X
D Check box if filing under:
X Form 5558; X automatic extension; X the DFVC program;

X special extension (enter description) ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE
Part II Basic Plan Informationenter all requested information
1b Three-digit plan
number (PN) 001
1a Name of plan
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI 1c Effective date of plan
YYYY-MM-DD
2a Plan sponsors name and address (employer, if for a single-employer plan)
(Address should include room or suite no.)
2b Employer Identification
Number (EIN)
012345678
2c Sponsors telephone
number
0123456789
2d Business code (see
instructions)
012345
D/B/A ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
ABCDEFGHI
c/o ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
123456789 ABCDEFGHI ABCDEFGHI ABCDE
CITYEFGHI ABCDEFGHI AB, ST 012345678901
UK

Caution: A penalty for the late or incomplete filing of this return/report will be assessed unless reasonable cause is established.
Under penalties of perjury and other penalties set forth in the instructions, I declare that I have examined this return/report, including accompanying schedules,
statements and attachments, as well as the electronic version of this return/report, and to the best of my knowledge and belief, it is true, correct, and complete.

YYYY-MM-DD ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE
SIGN
HERE
Signature of plan administrator Date Enter name of individual signing as plan administrator

SIGN
HERE
Signature of employer/plan sponsor Date Enter name of individual signing as employer or plan sponsor

SIGN
HERE
Signature of DFE Date Enter name of individual signing as DFE
For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. Form 5500 (2010)
v.092307.1

WILLIAM C. WAGGONER
238290
001
95-6032478
04/10/2012
06/30/2011
626-356-1000
06/01/1960
X
Filed with authorized/valid electronic signature.
X
JOINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSION TRUST
100 EAST CORSON STREET
PASADENA, CA 91103
07/01/2010
X
OPERATING ENGINEERS PENSION TRUST
Form 5500 (2010) Page 2

3b Administrators EIN
012345678
3c Administrators telephone
number
0123456789
3a Plan administrators name and address (if same as plan sponsor, enter Same)
c/o ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
CITYEFGHI ABCDEFGHI AB, ST 012345678901
UK

4 If the name and/or EIN of the plan sponsor has changed since the last return/report filed for this plan, enter the name, EIN and
the plan number from the last return/report:
4b EIN
012345678
a Sponsors name
4c PN
012
5 Total number of participants at the beginning of the plan year
5 123456789012
6 Number of participants as of the end of the plan year (welfare plans complete only lines 6a, 6b, 6c, and 6d).

a Active participants..................................................................................................................................................................... 6a 123456789012

b Retired or separated participants receiving benefits................................................................................................................. 6b 123456789012

c Other retired or separated participants entitled to future benefits............................................................................................. 6c 123456789012

d Subtotal. Add lines 6a, 6b, and 6c........................................................................................................................................... 6d 123456789012

e Deceased participants whose beneficiaries are receiving or are entitled to receive benefits................................................... 6e 123456789012

f Total. Add lines 6d and 6e. ...................................................................................................................................................... 6f 123456789012

g Number of participants with account balances as of the end of the plan year (only defined contribution plans
complete this item).................................................................................................................................................................... 6g 123456789012

h Number of participants that terminated employment during the plan year with accrued benefits that were
less than 100% vested.............................................................................................................................................................. 6h 123456789012
7 Enter the total number of employers obligated to contribute to the plan (only multiemployer plans complete this item) ........
7
8a If the plan provides pension benefits, enter the applicable pension feature codes from the List of Plan Characteristic Codes in the instructions:
1x 1x 1x 1x 1x 1x 1x 1xx 1xx 1xx
b If the plan provides welfare benefits, enter the applicable welfare feature codes from the List of Plan Characteristic Codes in the instructions:
1x 1x 1x 1x 1x 1x 1x 1x 1xx 1xx

9a Plan funding arrangement (check all that apply) 9b Plan benefit arrangement (check all that apply)
(1) X Insurance (1) X Insurance
(2) X Code section 412(e)(3) insurance contracts (2) X Code section 412(e)(3) insurance contracts
(3) X Trust (3) X Trust
(4) X General assets of the sponsor (4) X General assets of the sponsor
10 Check all applicable boxes in 10a and 10b to indicate which schedules are attached, and, where indicated, enter the number attached. (See instructions)
a Pension Schedules b General Schedules
(1) X R (Retirement Plan Information) (1) X H (Financial Information)
(2) X I (Financial Information Small Plan)
(3) X ___ A (Insurance Information)
(2) X MB (Multiemployer Defined Benefit Plan and Certain Money
Purchase Plan Actuarial Information) - signed by the plan
actuary
(4) X C (Service Provider Information)
(5) X D (DFE/Participating Plan Information)
(3) X SB (Single-Employer Defined Benefit Plan Actuarial
Information) - signed by the plan actuary (6) X G (Financial Transaction Schedules)

95-6032478
1G 1B
9867
39817
13922
X
X
X
37583
X
2429
35154
X
X
11365
JOINT BOARD OF TRUSTEES, OPERATING ENGINEERS PENSIO
PASADENA, CA 91103
1212
626-356-1000
X

SCHEDULE MB
(Form 5500)
Department of Labor
Employee Benefits Security Administration
Multiemployer Defined Benefit Plan and Certain
Money Purchase Plan Actuarial Information

This schedule is required to be filed under section 104 of the Employee
Retirement Income Security Act of 1974 (ERISA) and section 6059 of the
Internal Revenue Code (the Code).
File as an attachment to Form 5500 or 5500-SF.
OMB No. 1210-0110

2010

Inspection
Round off amounts to nearest dollar.
Caution: A penalty of $1,000 will be assessed for late filing of this report unless reasonable cause is established.
B Three-digit
plan number (PN) 001
A Name of plan
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
ABCDEFGHI ABCDEFGHI
C Plan sponsors name as shown on line 2a of Form 5500 or 5500-SF
ABCDEFGHI
D Employer Identification Number (EIN)
012345678
E Type of plan: (1) X Multiemployer Defined Benefit (2) X Money Purchase (see instructions)
1a Enter the valuation date: Month _________ Day _________ Year _________
b Assets
(1) Current value of assets ........................................................................................................................ 1b(1)
(2) Actuarial value of assets for funding standard account........................................................................ 1b(2)
c (1) Accrued liability for plan using immediate gain methods ..................................................................... 1c(1)
(2) Information for plans using spread gain methods:
(a) Unfunded liability for methods with bases............................................................................................
1c(2)(a) -123456789012345
(b) Accrued liability under entry age normal method.................................................................................
1c(2)(b) -123456789012345
(c) Normal cost under entry age normal method.......................................................................................
1c(2)(c) -123456789012345
(3) Accrued liability under unit credit cost method...........................................................................................
1c(3) -123456789012345
d Information on current liabilities of the plan:
(1) Amount excluded from current liability attributable to pre-participation service (see instructions)............. 1d(1) -123456789012345
(2) RPA 94 information :
(a) Current liability ..................................................................................................................................... 1d(2)(a) -123456789012345
(b) Expected increase in current liability due to benefits accruing during the plan year ........................... 1d(2)(b) -123456789012345
(c) Expected release from RPA 94 current liability for the plan year ..................................................... 1d(2)(c) -123456789012345
(3) Expected plan disbursements for the plan year ......................................................................................... 1d(3) -123456789012345
Statement by Enrolled Actuary
To the best of my knowledge, the information supplied in this schedule and accompanying schedules, statements and attachments, if any, is complete and accurate. Each prescribed assumption was applied in
accordance with applicable law and regulations. In my opinion, each other assumption is reasonable (taking into account the experience of the plan and reasonable expectations) and such other assumptions, in
combination, offer my best estimate of anticipated experience under the plan.
SIGN
HERE

Signature of actuary Date

Type or print name of actuary Most recent enrollment number

Firm name Telephone number (including area code)

Address of the firm

If the actuary has not fully reflected any regulation or ruling promulgated under the statute in completing this schedule, check the box and see
instructions
X
For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500 or Form 5500-SF. Schedule MB (Form 5500) 2010
v.092308.1

TAMMY F. DIXON
2010
220086464
4099307130
2741445730
06/30/2011
86294685
95-6032478
THE SEGAL COMPANY
330 N. BRAND BLVD., SUITE 1100, GLENDALE, CA 91203-2337
04/03/2012
07/01/2010
2741445730
01
1988590669
001
11-04736
1549655353
818-956-6700
X
211086464
07
Schedule MB (Form 5500) 2010 Page 2-

a Current value of the assets (see instructions) ............................................................................................................
2a -123456789012345
b RPA 94 current liability/participant count breakdown: (1) Number of participants (2) Current liability
(1) For retired participants and beneficiaries receiving payment .................................... 12345678 -123456789012345
(2) For terminated vested participants ............................................................................ 12345678 -123456789012345
(3) For active participants:
(a) Non-vested benefits ............................................................................................ -123456789012345
(b) Vested benefits ................................................................................................... -123456789012345
(c) Total active.......................................................................................................... -123456789012345
(4) Total ........................................................................................................................... 12345678 -123456789012345
c If the percentage resulting from dividing line 2a by line 2b(4), column (2), is less than 70%, enter such
percentage................................................................................................................................................................
2c
123.12%
3 Contributions made to the plan for the plan year by employer(s) and employees:

Totals 3(b) 3(c)
5 Actuarial cost method used as the basis for this plan years funding standard account computations (check all that apply):
a X Attained age normal b X Entry age normal c X Accrued benefit (unit credit) d X Aggregate
e X Frozen initial liability f X Individual level premium g X Individual aggregate h X Shortfall
i X Reorganization j X Other (specify): ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE
k If box h is checked, enter period of use of shortfall method ....................................................................................... 5k YYYY-MM-DD
l Has a change been made in funding method for this plan year? ...................................................................................................................... X Yes X No
m If line l is Yes, was the change made pursuant to Revenue Procedure 2000-40?.......................................................................................... X Yes X No
n If line l is Yes, and line m is No, enter the date (MM-DD-YYYY) of the ruling letter (individual or class)
approving the change in funding method....................................................................................................................
5n YYYY-MM-DD
6 Checklist of certain actuarial assumptions:
a Interest rate for RPA 94 current liability........................................................................................................................................... 6a 123.12%
Pre-retirement Post-retirement
b Rates specified in insurance or annuity contracts .................................... X Yes X No X N/A X Yes X No X N/A
c Mortality table code for valuation purposes:
(1) Males....................................................................................... 6c(1)
(2) Females................................................................................... 6c(2)
d Valuation liability interest rate........................................................ 6d 123.12% 123.12%
e Expense loading ............................................................................ 6e 123.12% 123.12%
f Salary scale ................................................................................... 6f
123.12%

g Estimated investment return on actuarial value of assets for year ending on the valuation date....................... 6g -123.1%
h Estimated investment return on current value of assets for year ending on the valuation date ......................... 6h -123.1%
2 Operational information as of beginning of this plan year:
(a) Date
(MM-DD-YYYY)
(b) Amount paid by
employer(s)
(c) Amount paid by
employees
(a) Date
(MM-DD-YYYY)
(b) Amount paid by
employer(s)
(c) Amount paid by
employees
4 Information on plan status:
a Enter code to indicate plans status (see instructions for attachment of supporting evidence of plans status). If
code is N, go to item 5..............................................................................................................................................
4a
b Funded percentage for monitoring plans status (line 1b(2) divided by line 1c(3)) .................................................... 4b 123.1%
c Is the plan making the scheduled progress with any applicable funding improvement or rehabilitation plan? ................................................................ X Yes X No
d If the plan is in critical status, were any adjustable benefits reduced?.............................................................................................................. X Yes X No
e If line d is Yes, enter the reduction in liability resulting from the reduction in adjustable benefits, measured as
of the valuation date ...................................................................................................................................................
4e -123456789012345
565970592
7.50
32271
X
1331832878
X
72.5
2068190778
11.8
15467
8.4
A
A
4099307130
85854062
6441
85854062
X
4.58
37.80
7.50
1465145760
0
1
10363
18.5
X
X
133312882
A
0
C
1549655353
A
Schedule MB (Form 5500) 2010 Page 3-

7 New amortization bases established in the current plan year:
(1) Type of base (2) Initial balance (3) Amortization Charge/Credit
A -123456789012345 -123456789012345
A -123456789012345 -123456789012345
A -123456789012345 -123456789012345
8 Miscellaneous information:
a If a waiver of a funding deficiency has been approved for this plan year, enter the date (MM-DD-YYYY) of the
ruling letter granting the approval ...............................................................................................................................
8a
YYYY-MM-DD
b Is the plan required to provide a Schedule of Active Participant Data? (See the instructions.) If Yes, attach schedule.
X Yes X No
c Are any of the plans amortization bases operating under an extension of time under section 412(e) (as in effect prior to
2008) or section 431(d) of the Code? .............................................................................................................................. .
X Yes X No
d If line c is Yes, provide the following additional information:
(1) Was an extension granted automatic approval under section 431(d)(1) of the Code?.........................................................
Yes X No
(2) If line (1) is Yes, enter the number of years by which the amortization period was extended........................... 8d(2)
12
(3) Was an extension approved by the Internal Revenue Service under section 412(e) (as in effect prior to
2008) or 431(d)(2) of the Code?...........................................................................................................................
X Yes X No
(4) If line (3) is Yes, enter number of years by which the amortization period was extended (not including the
number of years in line (2))...................................................................................................................................
8d(4)
12
(5) If line (3) is Yes, enter the date of the ruling letter approving the extension......................................................
8d(5)
YYYY-MM-DD
(6) If line (3) is Yes, is the amortization base eligible for amortization using interest rates applicable under section
6621(b) of the Code for years beginning after 2007?......................................................................................................
X Yes X No
e If box 5h is checked or line 8c is Yes, enter the difference between the minimum required contribution for the
year and the minimum that would have been required without using the shortfall method or extending the
amortization base(s) ...................................................................................................................................................
8e
-123456789012345
9 Funding standard account statement for this plan year:
Charges to funding standard account:
a Prior year funding deficiency, if any............................................................................................................................ 9a
-123456789012345
b Employers normal cost for plan year as of valuation date......................................................................................... 9b
-123456789012345
c Amortization charges as of valuation date: Outstanding balance
(1) All bases except funding waivers and certain bases for which the
amortization period has been extended.......................................................
9c(1) -123456789012345
-123456789012345
(2) Funding waivers........................................................................................... 9c(2) -123456789012345
-123456789012345
(3) Certain bases for which the amortization period has been extended .......... 9c(3) -123456789012345
-123456789012345
d Interest as applicable on lines 9a, 9b, and 9c ............................................................................................................
9d
-123456789012345
e Total charges. Add lines 9a through 9d...................................................................................................................... 9e
-123456789012345
Credits to funding standard account:
f Prior year credit balance, if any.................................................................................................................................. 9f
-123456789012345
g Employer contributions. Total from column (b) of line 3 ............................................................................................ 9g
-123456789012345
Outstanding balance
h Amortization credits as of valuation date........................................................... 9h -123456789012345
-123456789012345
i Interest as applicable to end of plan year on lines 9f, 9g, and 9h............................................................................... 9i
-123456789012345
j Full funding limitation (FFL) and credits:
(1) ERISA FFL (accrued liability FFL) ............................................................. 9j(1) -123456789012345
(2) RPA 94 override (90% current liability FFL) .......................................... 9j(2) -123456789012345
(3) FFL credit............................................................................................................................................................ 9j(3)
-123456789012345
k (1) Waived funding deficiency.................................................................................................................................. 9k(1)
-123456789012345
(2) Other credits ....................................................................................................................................................... 9k(2)
-123456789012345
l Total credits. Add lines 9f through 9i, 9j(3), 9k(1), and 9k(2)..................................................................................... 9l
-123456789012345
m Credit balance: If line 9l is greater than line 9e, enter the difference.......................................................................... 9m
-123456789012345
n Funding deficiency: If line 9e is greater than 9l, enter the difference ......................................................................... 9n
-123456789012345
263052245
857454689
0
0
X
1
5
85854062
0
0
37753745
109087149
55530135
X
1968833353
1
189169628
1
-175954476
X
148038716
328166314
-14142681
0
13508318
1836113508
591218559
18352482
358523603
0
1726282424
Schedule MB (Form 5500) 2010 Page 4
9 o Current years accumulated reconciliation account:
(1) Due to waived funding deficiency accumulated prior to the 2010 plan year................................................... 9o(1)
-123456789012345
(2) Due to amortization bases extended and amortized using the interest rate under section 6621(b) of the Code:
(a) Reconciliation outstanding balance as of valuation date.......................................................................... 9o(2)(a)
-123456789012345
(b) Reconciliation amount (line 9c(3) balance minus line 9o(2)(a)) ............................................................... 9o(2)(b)
-123456789012345
(3) Total as of valuation date................................................................................................................................ 9o(3)
-123456789012345
10 Contribution necessary to avoid an accumulated funding deficiency. (See instructions.) ...................................... 10
-123456789012345
11 Has a change been made in the actuarial assumptions for the current plan year? If Yes, see instructions. ...................... X Yes X No

0
X
0

SCHEDULE C
(Form 5500)
Department of Labor
Service Provider Information

Retirement Income Security Act of 1974 (ERISA).
File as an attachment to Form 5500.
OMB No. 1210-0110

2010

Inspection.
B Three-digit
A Name of plan
ABCDEFGHI

C Plan sponsors name as shown on line 2a of Form 5500
ABCDEFGHI

012345678
Part I Service Provider Information (see instructions)

You must complete this Part, in accordance with the instructions, to report the information required for each person who received, directly or indirectly, $5,000
or more in total compensation (i.e., money or anything else of monetary value) in connection with services rendered to the plan or the person's position with the
plan during the plan year. If a person received only eligible indirect compensation for which the plan received the required disclosures, you are required to
answer line 1 but are not required to include that person when completing the remainder of this Part.

1 Information on Persons Receiving Only Eligible Indirect Compensation
a Check "Yes" or "No" to indicate whether you are excluding a person from the remainder of this Part because they received only eligible
indirect compensation for which the plan received the required disclosures (see instructions for definitions and conditions).. . . . . . . . . . . . . . . X Yes X No

b If you answered line 1a Yes, enter the name and EIN or address of each person providing the required disclosures for the service providers who
received only eligible indirect compensation. Complete as many entries as needed (see instructions).

(b) Enter name and EIN or address of person who provided you disclosures on eligible indirect compensation

(b) Enter name and EIN or address of person who provided you disclosure on eligible indirect compensation



For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500 Schedule C (Form 5500) 2010
v.092308.1
001
PIMCO
07/01/2010
X
TRUST COMPANY OF THE WEST
SIGULAR GUFF ADVISORS, LLC
33-0629048
95-6032478
06/30/2011
95-2749628
13-3855629
Schedule C (Form 5500) 2010 Page 2-









1
Schedule C (Form 5500) 2010 Page 3

2. Information on Other Service Providers Receiving Direct or Indirect Compensation. Except for those persons for whom you
answered yes to line 1a above, complete as many entries as needed to list each person receiving, directly or indirectly, $5,000 or more in total compensation
(i.e., money or anything else of value) in connection with services rendered to the plan or their position with the plan during the plan year. (See instructions).
(a) Enter name and EIN or address (see instructions)

(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
by the plan. If none,
enter -0-.
(e)
Did service provider
receive indirect
compensation? (sources
other than plan or plan
sponsor)
(f)
Did indirect compensation
include eligible indirect
compensation, for which the
plan received the required
disclosures?
(g)
Enter total indirect
compensation received by
service provider excluding
eligible indirect
compensation for which you
answered Yes to element
(f). If none, enter -0-.
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345

Yes X No X Yes X No X
123456789012345
Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345

123456789012345
Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345 Yes X No X Yes X No X

Yes X No X
0 3026392
2900694
2680893
0
0
OPERATING ENGINEERS FUNDS, INC.
OPERATING ENGINEERS FUNDS, INC.
PASADENA, CA 91103
X
PASADENA, CA 91103
X
X
95-2694167
ADMIN-REIMB. OF
SALARIES
58-1707262
PLAN
ADMINISTRATOR
95-2694167
NONE
INVESCO INSTITUTIONAL INC
28
14
14


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X X
779519 0
0
0
1588162
995149
X
X
04-2755549
NONE
NONE
1
NONE
95-4047729
04-1554520
LOOMIS SAYLES & CO.
WELLINGTON TRUST CO
X
LAQUER URBAN CLIFFORD HODGE
28
51 52
29


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X
577297 0
0
0
622441
599343
X
X
X
01-0614895
NONE
NONE
2
NONE
95-4047729
04-3063840
X
PANAGORA ASSET MANAGEMENT
INTECH INVESTMENT MGMT
LAQUER URBAN CLIFFORD HODGE
51 68
28
29


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X
X
X X
454103 0
0
0
491415
487327
X
X
04-3404987
NONE
NONE
3
NONE
91-1457076
22-3367558
X
SYSTEMATIC FINANCIAL MGMT
THE BOSTON COMPANY
X
RAINIER INVESTMENT MGMT
X
51 68
28 68
51 68


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X
238531 0
0
0
398348
371010
X
X
X
94-1503999
NONE
NONE
4
NONE
02-0767178
39-1175759
M & I WEALTH MGMT
THE SEGAL COMPANY
TRADEWINDS GLOBAL INVESTORS
X
51
11
51 68


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
207165 0
0
0
223305
212500
X
X
X
94-1347393
NONE
NONE
5
NONE
95-2556670
26-1429809
N E P C
WELLS FARGO BANK
BERNARD KOTKIN AND CO. LLP
28
19
10


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X
86096 0
0
0
86770
90000
X
X
X
61-1443233
PLAN CUSTODIAN
NONE
6
NONE
13-4920330
94-1701048
RAEL & LETSON
J.P. GOETSCH
AMALGAMATED BANK
X
11
15
19 65


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X
48000 0
0
0
57927
54972
X
X
95-4076864
NONE
NONE
7
NONE
61-1443233
34-1699247
HYLAND SOFTWARE
SULLIVAN CURTIS MONROE
X
NET MD
15
16
15


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
38400 0
0
0
46440
46000
X
X
X
65-0694077
NONE
NONE
8
NONE
94-2690827
33-0371877
PARK CENTER REALTY ADVISORS
ULTIMATE SOFTWARE
CARROLL AND SCULLY INC
34
15
29


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
23819 0
0
0
36003
30250
8311 BEVERLY DRIVE
SAN GABRIEL, CA 91775
X
X
X
23-2841822
NONE
NONE
9
NONE
95-4203825
CAPITOL IMAGING
AXIOM SYSTEMS
PEGGY C CLARK
16
15
16


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
X
20741 0
0
0
22460
21650
225 SOUTH LAKE AVENUE
PASADENA, CA 91101
X
X
X
20-2214107
NONE
NONE
10
NONE
74-2961545
DATAPOINT USA, INC.
US PRO TECH
NAI CAPITAL, INC.
X
15
15
55


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
11974 0
0
0
19771
14603
X
X
X
91-1431894
NONE
NONE
11
NONE
95-3637235
95-4836687
TECHNOCLARITY
ZONES
HOFFMAN ASSOCIATES
15
15
16


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
9120 0
0
0
11961
9144
X
X
X
20-1098479
NONE
NONE
12
NONE
01-0744806
06-1541449
INSTITUTIONAL SHAREHOLDER SVCS
PRIDICTIVE TECHNOLOGIES
RJ HEALTH SYSTEMS
59
15
15


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012
345


Yes X No X


(b)
Service
Code(s)
(c)
Relationship to
employer, employee
organization, or
person known to be
a party-in-interest
(d)
Enter direct
compensation paid
enter -0-.
(e)
receive indirect
sponsor)
(f)
disclosures?
(g)
eligible indirect
(h)
Did the service
provider give you a
formula instead of
an amount or
estimated amount?
ABCDEFGHI
ABCDEFGHI
ABCD
123456789012

Yes X No X
0
0
7680
6104
10125 TUSCANY STREET
EL PASO, TX 79924
X
X
NONE
NONE
13
06-1615661
NUMARA SOFTWARE
STEVEN ESPINOSA
15
15

Part I Service Provider Information (continued)
3 If you reported on line 2 receipt of indirect compensation, other than eligible indirect compensation, by a service provider, and the service provider is a fiduciary
or provides contract administrator, consulting, custodial, investment advisory, investment management, broker, or recordkeeping services, answer the following
questions for (a) each source from whom the service provider received $1,000 or more in indirect compensation and (b) each source for whom the service
provider gave you a formula used to determine the indirect compensation instead of an amount or estimated amount of the indirect compensation. Complete as
many entries as needed to report the required information for each source.
(a) Enter service provider name as it appears on line 2 (b) Service Codes
(see instructions)
(c) Enter amount of indirect
compensation

(d) Enter name and EIN (address) of source of indirect compensation (e) Describe the indirect compensation, including any
formula used to determine the service providers eligibility
for or the amount of the indirect compensation.

(see instructions)
compensation


(see instructions)
compensation


1

Part II Service Providers Who Fail or Refuse to Provide Information
4 Provide, to the extent possible, the following information for each service provider who failed or refused to provide the information necessary to complete
this Schedule.
(a) Enter name and EIN or address of service provider (see
instructions)
(b) Nature of
Service
Code(s)
(c) Describe the information that the service provider failed or refused to
provide
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD
1234567890
10 11
12 13
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDE

instructions)
(b) Nature of
Service
Code(s)
provide
1234567890
10 11
12 13

instructions)
(b) Nature of
Service
Code(s)
provide
1234567890
10 11 12
13

instructions)
(b) Nature of
Service
Code(s)
provide
1234567890
10 11 12
13

instructions)
(b) Nature of
Service
Code(s)
provide
1234567890
10 11 12
13

instructions)
(b) Nature of
Service
Code(s)
provide

1234567890

1

a Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD b EIN: 123456789
c Position: ABCDEFGHI ABCDEFGHI ABCD
e Telephone: 1234567890 d Address: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD

Explanation:
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
ABCDEFGHI


Explanation:
ABCDEFGHI


Explanation:
ABCDEFGHI

a Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD b EIN; 123456789

Explanation:
ABCDEFGHI

a Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD b EIN; 123456789

Explanation:
ABCDEFGHI

Part III Termination Information on Accountants and Enrolled Actuaries (see instructions)
(complete as many entries as needed)
1

SCHEDULE D
(Form 5500)


Department of Labor

DFE/Participating Plan Information

Retirement Income Security Act of 1974 (ERISA).

OMB No. 1210-0110

2010

Inspection.
B Three-digit
A Name of plan
ABCDEFGHI ABCDEFGHI
C Plan or DFE sponsors name as shown on line 2a of Form 5500
ABCDEFGHI
012345678
Part I Information on interests in MTIAs, CCTs, PSAs, and 103-12 IEs (to be completed by plans and DFEs)
(Complete as many entries as needed to report all interests in DFEs)
a Name of MTIA, CCT, PSA, or 103-12 IE:
b Name of sponsor of entity listed in (a):
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
e Dollar value of interest in MTIA, CCT, PSA, or
103-12 IE at end of year (see instructions) -123456789012345
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. Schedule D (Form 5500) 2010
v.092308.1
84288008
79066714
C
C
06/30/2011
PANAGORA GROUP TRUST TISK PARITY
CIF OPPORTUNISTIC INVESTMENT PORTFO
95-6032478
WELLINGTON TRUST COMPANY NA
PANAGORA ASSET MANAGEMENT
07/01/2010
001
95-6032478-001
04-2767481-076
Schedule D (Form 5500) 2010 Page 2-

ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1
ABCDEFGHI
c EIN-PN
123456789-123
d Entity
code 1

1
Schedule D (Form 5500) 2010 Page 3-

6
Part II Information on Participating Plans (to be completed by DFEs)
(Complete as many entries as needed to report all participating plans)
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123
a Plan name
b Name of
plan sponsor
ABCDEFGHI ABCDEFGHI
c EIN-PN
123456789-123

1

SCHEDULE H
(Form 5500)
Department of Labor
Financial Information

Retirement Income Security Act of 1974 (ERISA), and section 6058(a) of the
Internal Revenue Code (the Code).
OMB No. 1210-0110

2010

Inspection
B Three-digit
A Name of plan
ABCDEFGHI ABCDEFGHI
ABCDEFGHI
012345678
Part I Asset and Liability Statement
1 Current value of plan assets and liabilities at the beginning and end of the plan year. Combine the value of plan assets held in more than one trust. Report
the value of the plans interest in a commingled fund containing the assets of more than one plan on a line-by-line basis unless the value is reportable on
lines 1c(9) through 1c(14). Do not enter the value of that portion of an insurance contract which guarantees, during this plan year, to pay a specific dollar
benefit at a future date. Round off amounts to the nearest dollar. MTIAs, CCTs, PSAs, and 103-12 IEs do not complete lines 1b(1), 1b(2), 1c(8), 1g, 1h,
and 1i. CCTs, PSAs, and 103-12 IEs also do not complete lines 1d and 1e. See instructions.
Assets (a) Beginning of Year (b) End of Year
a Total noninterest-bearing cash ....................................................................... 1a
-123456789012345 -123456789012345
b Receivables (less allowance for doubtful accounts):
(1) Employer contributions ...........................................................................
1b(1)
-123456789012345 -123456789012345
(2) Participant contributions .........................................................................
1b(2)
-123456789012345 -123456789012345
(3) Other.......................................................................................................
1b(3)
-123456789012345 -123456789012345
c General investments:
(1) Interest-bearing cash (include money market accounts & certificates
of deposit) .............................................................................................
1c(1)
-123456789012345 -123456789012345
(2) U.S. Government securities....................................................................
1c(2)
-123456789012345 -123456789012345
(3) Corporate debt instruments (other than employer securities):
(A) Preferred..........................................................................................
1c(3)(A)
-123456789012345 -123456789012345
(B) All other............................................................................................
1c(3)(B)
-123456789012345 -123456789012345
(4) Corporate stocks (other than employer securities):
(A) Preferred..........................................................................................
1c(4)(A)
-123456789012345 -123456789012345
(B) Common ..........................................................................................
1c(4)(B)
-123456789012345 -123456789012345
(5) Partnership/joint venture interests ..........................................................
1c(5)
-123456789012345 -123456789012345
(6) Real estate (other than employer real property) .....................................
1c(6)
-123456789012345 -123456789012345
(7) Loans (other than to participants) ...........................................................
1c(7)
-123456789012345 -123456789012345
(8) Participant loans .....................................................................................
1c(8)
-123456789012345 -123456789012345
(9) Value of interest in common/collective trusts..........................................
1c(9)
-123456789012345 -123456789012345
(10) Value of interest in pooled separate accounts........................................
1c(10)
-123456789012345 -123456789012345
(11) Value of interest in master trust investment accounts ............................
1c(11)
-123456789012345 -123456789012345
(12) Value of interest in 103-12 investment entities .......................................
1c(12)
-123456789012345 -123456789012345
(13) Value of interest in registered investment companies (e.g., mutual
funds)......................................................................................
1c(13) -123456789012345 -123456789012345
(14) Value of funds held in insurance company general account (unallocated
contracts)................................................................................................
1c(14) -123456789012345 -123456789012345
(15) Other .......................................................................................................
1c(15)
-123456789012345 -123456789012345
For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500 Schedule H (Form 5500) 2010
v.092308.1

0
415338492
7545733
1200000
73761776
537600000
32498097
15994721
163354722
06/30/2011
35266137
2156873
329797375
8689897
34504106
95-6032478
59939194
2058881
34763679
07/01/2010
306303176
6226946
44571623
109029184
25850218
390440802
001
3876921
587950000
122149639
Schedule H (Form 5500) 2010 Page 2

1d Employer-related investments: (a) Beginning of Year (b) End of Year
(1) Employer securities ....................................................................................
1d(1) -123456789012345 -123456789012345
(2) Employer real property ...............................................................................
1d(2) -123456789012345 -123456789012345
1e Buildings and other property used in plan operation.........................................
1e
-123456789012345 -123456789012345
1f Total assets (add all amounts in lines 1a through 1e) ......................................
1f
-123456789012345 -123456789012345
Liabilities

1g Benefit claims payable ......................................................................................
1g
-123456789012345 -123456789012345
1h Operating payables...........................................................................................
1h
-123456789012345 -123456789012345
1i Acquisition indebtedness ..................................................................................
1i
-123456789012345 -123456789012345
1j Other liabilities...................................................................................................
1j
-123456789012345 -123456789012345
1k Total liabilities (add all amounts in lines 1g through1j) .....................................
1k
-123456789012345 -123456789012345
Net Assets

1l Net assets (subtract line 1k from line 1f)........................................................... 1l -123456789012345 -123456789012345

Part II Income and Expense Statement
2 Plan income, expenses, and changes in net assets for the year. Include all income and expenses of the plan, including any trust(s) or separately maintained
fund(s) and any payments/receipts to/from insurance carriers. Round off amounts to the nearest dollar. MTIAs, CCTs, PSAs, and 103-12 IEs do not complete
lines 2a, 2b(1)(E), 2e, 2f, and 2g.
Income (a) Amount (b) Total
a Contributions:
(1) Received or receivable in cash from: (A) Employers..................................
2a(1)(A) -123456789012345
(B) Participants .........................................................................................
2a(1)(B)
-123456789012345
(C) Others (including rollovers).................................................................
2a(1)(C)
-123456789012345
(2) Noncash contributions ................................................................................
2a(2) -123456789012345
(3) Total contributions. Add lines 2a(1)(A), (B), (C), and line 2a(2) .................
2a(3) -123456789012345
b Earnings on investments:
(1) Interest:

(A) Interest-bearing cash (including money market accounts and
certificates of deposit).........................................................................
2b(1)(A) -123456789012345

(B) U.S. Government securities................................................................
2b(1)(B)
-123456789012345
(C) Corporate debt instruments ................................................................
2b(1)(C) -123456789012345
(D) Loans (other than to participants) .......................................................
2b(1)(D) -123456789012345
(E) Participant loans .................................................................................
2b(1)(E) -123456789012345
(F) Other ...................................................................................................
2b(1)(F) -123456789012345

(G) Total interest. Add lines 2b(1)(A) through (F) .....................................
2b(1)(G) -123456789012345
(2) Dividends: (A) Preferred stock....................................................................
2b(2)(A) -123456789012345
(B) Common stock ....................................................................................
2b(2)(B)
-123456789012345
(C) Registered investment company shares (e.g. mutual funds)..............
2b(2)(C)

(D) Total dividends. Add lines 2b(2)(A), (B), and (C)
2b(2)(D) -123456789012345
(3) Rents...........................................................................................................
2b(3)
-123456789012345
(4) Net gain (loss) on sale of assets: (A) Aggregate proceeds .......................
2b(4)(A) -123456789012345
(B) Aggregate carrying amount (see instructions) ....................................
2b(4)(B)
-123456789012345
(C) Subtract line 2b(4)(B) from line 2b(4)(A) and enter result ..................
2b(4)(C) -123456789012345
1329936238
1694934742
2919904
3893816
117100
1760753263
6818506
21707505
3479810
6818506
1374779
1213847733
45232489
5496478
4213007
85840985
62602703
110783
1597807746
48152393
1549655353
65818521
85840985
116088505
3215818
Schedule H (Form 5500) 2010 Page 3
(a) Amount (b) Total
2b (5) Unrealized appreciation (depreciation) of assets: (A) Real estate.........................
2b(5)(A)
-123456789012345
(B) Other ...................................................................................................
2b(5)(B)
-123456789012345

(C) Total unrealized appreciation of assets.
Add lines 2b(5)(A) and (B)..................................................................
2b(5)(C) -123456789012345
(6) Net investment gain (loss) from common/collective trusts..........................
2b(6)
-123456789012345
(7) Net investment gain (loss) from pooled separate accounts........................
2b(7)
-123456789012345
(8) Net investment gain (loss) from master trust investment accounts ............
2b(8)
-123456789012345
(9) Net investment gain (loss) from 103-12 investment entities .......................
2b(9)
-123456789012345
(10) Net investment gain (loss) from registered investment
companies (e.g., mutual funds)...................................................................
2b(10) -123456789012345
c Other income..................................................................................................... 2c -123456789012345
d Total income. Add all income amounts in column (b) and enter total...................... 2d

-123456789012345
Expenses
e Benefit payment and payments to provide benefits:
(1) Directly to participants or beneficiaries, including direct rollovers ..............
2e(1)
-123456789012345
(2) To insurance carriers for the provision of benefits......................................
2e(2)
-123456789012345
(3) Other ...........................................................................................................
2e(3)
-123456789012345
(4) Total benefit payments. Add lines 2e(1) through (3)...................................
2e(4)
-123456789012345
f Corrective distributions (see instructions) .........................................................
2f
-123456789012345
g Certain deemed distributions of participant loans (see instructions).................
2g
-123456789012345
h Interest expense................................................................................................
2h
-123456789012345
i Administrative expenses: (1) Professional fees ...............................................
2i(1)
-123456789012345
(2) Contract administrator fees.........................................................................
2i(2)
-123456789012345
(3) Investment advisory and management fees ...............................................
2i(3)
-123456789012345
(4) Other ...........................................................................................................
2i(4)
-123456789012345

(5) Total administrative expenses. Add lines 2i(1) through (4).........................
2i(5)
-123456789012345
j Total expenses. Add all expense amounts in column (b) and enter total.........
2j
-123456789012345
Net Income and Reconciliation
k Net income (loss). Subtract line 2j from line 2d.............................................................
2k
-123456789012345
l Transfers of assets:
(1) To this plan..................................................................................................
2l(1)
-123456789012345
(2) From this plan .............................................................................................
2l(2)
-123456789012345

Part III Accountants Opinion
3 Complete lines 3a through 3c if the opinion of an independent qualified public accountant is attached to this Form 5500. Complete line 3d if an opinion is not
attached.
a The attached opinion of an independent qualified public accountant for this plan is (see instructions):
(1) X Unqualified (2) X Qualified (3) X Disclaimer (4) X Adverse
b Did the accountant perform a limited scope audit pursuant to 29 CFR 2520.103-8 and/or 103-12(d)? X Yes X No
c Enter the name and EIN of the accountant (or accounting firm) below:
(1) Name: ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCD (2) EIN: 123456789
d The opinion of an independent qualified public accountant is not attached because:
(1) X This form is filed for a CCT, PSA, or MTIA. (2) X It will be attached to the next Form 5500 pursuant to 29 CFR 2520.104-50.

80252731
207824515
145279389
2438844
X
10049927
1492125
5927086
6869208
227357318
BERNARD KOTKIN AND COMPANY, LLP
39339684
372636707
19532803
X
119592415
8730980
95-2556670
207824515
1116946
Schedule H (Form 5500) 2010 Page 4-

Part IV Compliance Questions
4 CCTs and PSAs do not complete Part IV. MTIAs, 103-12 IEs, and GIAs do not complete 4a, 4e, 4f, 4g, 4h, 4k, 4m, 4n, or 5.
103-12 IEs also do not complete 4j and 4l. MTIAs also do not complete 4l.
During the plan year: Yes No Amount

a Was there a failure to transmit to the plan any participant contributions within the time
period described in 29 CFR 2510.3-102? Continue to answer Yes for any prior year failures
until fully corrected. (See instructions and DOLs Voluntary Fiduciary Correction Program.) ......
4a
-123456789012345

b Were any loans by the plan or fixed income obligations due the plan in default as of the
close of the plan year or classified during the year as uncollectible? Disregard participant loans
secured by participants account balance. (Attach Schedule G (Form 5500) Part I if Yes is
checked.)...................................................................................................................................... 4b

-123456789012345

c Were any leases to which the plan was a party in default or classified during the year as
uncollectible? (Attach Schedule G (Form 5500) Part II if Yes is checked.) ..............................
4c
-123456789012345

d Were there any nonexempt transactions with any party-in-interest? (Do not include transactions
reported on line 4a. Attach Schedule G (Form 5500) Part III if Yes is
checked.)...................................................................................................................................... 4d

-123456789012345
e Was this plan covered by a fidelity bond?.................................................................................... 4e

-123456789012345

f Did the plan have a loss, whether or not reimbursed by the plans fidelity bond, that was caused
by fraud or dishonesty? ...............................................................................................................
4f
-123456789012345

g Did the plan hold any assets whose current value was neither readily determinable on an
established market nor set by an independent third party appraiser? .........................................
4g
-123456789012345

h Did the plan receive any noncash contributions whose value was neither readily
determinable on an established market nor set by an independent third party appraiser? .........
4h
-123456789012345

i Did the plan have assets held for investment? (Attach schedule(s) of assets if Yes is checked,
and see instructions for format requirements.).............................................................................
4i

j Were any plan transactions or series of transactions in excess of 5% of the current
value of plan assets? (Attach schedule of transactions if Yes is checked, and
see instructions for format requirements.)....................................................................................
4j

k Were all the plan assets either distributed to participants or beneficiaries, transferred to another
plan, or brought under the control of the PBGC?.........................................................................
4k

l Has the plan failed to provide any benefit when due under the plan? ......................................... 4l
-123456789012345

m If this is an individual account plan, was there a blackout period? (See instructions and 29 CFR
2520.101-3.).................................................................................................................................
4m

n If 4m was answered Yes, check the Yes box if you either provided the required notice or one
of the exceptions to providing the notice applied under 29 CFR 2520.101-3. .............................
4n

5a Has a resolution to terminate the plan been adopted during the plan year or any prior plan year?
If yes, enter the amount of any plan assets that reverted to the employer this year ............................. X Yes X No Amount: -123456789012345
5b If, during this plan year, any assets or liabilities were transferred from this plan to another plan(s), identify the plan(s) to which assets or liabilities were
transferred. (See instructions.)
5b(1) Name of plan(s) 5b(2) EIN(s) 5b(3) PN(s)
ABCDEFGHI ABCDEFGHI ABCDEFGHI ABCDEFGHI
123456789 123
123456789 123
123456789 123
123456789 123
X
X
X
X
X
X
X
X
X
2000000
X
1
X
X
X
X
X
SCHEDULE R
(Form 5500)
Department of Labor
Retirement Plan Information

This schedule is required to be filed under section 104 and 4065 of the
Employee Retirement Income Security Act of 1974 (ERISA) and section
6058(a) of the Internal Revenue Code (the Code).
OMB No. 1210-0110

2010

Inspection.
B Three-digit
plan number
(PN) 001
A Name of plan
ABCDEFGHI ABCDEFGHI

ABCDEFGHI
012345678
Part I Distributions
1 Total value of distributions paid in property other than in cash or the forms of property specified in the
instructions..............................................................................................................................................................
1 -123456789012345
Part II Funding Information (If the plan is not subject to the minimum funding requirements of section of 412 of the Internal Revenue Code or
ERISA section 302, skip this Part)
If you completed line 5, complete lines 3, 9, and 10 of Schedule MB and do not complete the remainder of this schedule.
If you completed line 6c, skip lines 8 and 9.
7 Will the minimum funding amount reported on line 6c be met by the funding deadline? ......................................

X Yes X No X N/A

8 If a change in actuarial cost method was made for this plan year pursuant to a revenue procedure providing
automatic approval for the change or a class ruling letter, does the plan sponsor or plan administrator agree
with the change?....................................................................................................................................................
X Yes X No X N/A
Part III Amendments

9 If this is a defined benefit pension plan, were any amendments adopted during this plan
year that increased or decreased the value of benefits? If yes, check the appropriate
box(es). If no, check the No box......................................................................................
X Increase X Decrease X Both X No
Part IV ESOPs (see instructions). If this is not a plan described under Section 409(a) or 4975(e)(7) of the Internal Revenue Code,
skip this Part.
10 Were unallocated employer securities or proceeds from the sale of unallocated securities used to repay any exempt loan?..............
X Yes X No
11 a Does the ESOP hold any preferred stock? ....................................................................................................................................
X Yes X No
b If the ESOP has an outstanding exempt loan with the employer as lender, is such loan part of a back-to-back loan?
(See instructions for definition of back-to-back loan.) ..................................................................................................................
X Yes X No
12 Does the ESOP hold any stock that is not readily tradable on an established securities market? ........................................................
X Yes X No
For Paperwork Reduction Act Notice and OMB Control Numbers, see the instructions for Form 5500. Schedule R (Form 5500) 2010
v.092308.1

All references to distributions relate only to payments of benefits during the plan year.
2 Enter the EIN(s) of payor(s) who paid benefits on behalf of the plan to participants or beneficiaries during the year (if more than two, enter EINs of the two
payors who paid the greatest dollar amounts of benefits):
EIN(s): _______________________________ _______________________________
Profit-sharing plans, ESOPs, and stock bonus plans, skip line 3.
3 Number of participants (living or deceased) whose benefits were distributed in a single sum, during the plan
year. ..........................................................................................................................................................................
3 12345678
4 Is the plan administrator making an election under Code section 412(d)(2) or ERISA section 302(d)(2)?.........................
X Yes X No X N/A
If the plan is a defined benefit plan, go to line 8.
5 If a waiver of the minimum funding standard for a prior year is being amortized in this
plan year, see instructions and enter the date of the ruling letter granting the waiver. Date: Month _________ Day _________ Year _________
6 a Enter the minimum required contribution for this plan year ................................................................................ 6a -123456789012345
b Enter the amount contributed by the employer to the plan for this plan year ..................................................... 6b -123456789012345
c Subtract the amount in line 6b from the amount in line 6a. Enter the result
(enter a minus sign to the left of a negative amount)..........................................................................................
6c -123456789012345
X
06/30/2011
X
X
95-6032478
07/01/2010
17
001
Schedule R (Form 5500) 2010 Page 2-

Part V Additional Information for Multiemployer Defined Benefit Pension Plans
13 Enter the following information for each employer that contributed more than 5% of total contributions to the plan during the plan year (measured in
dollars). See instructions. Complete as many entries as needed to report all applicable employers.
a Name of contributing employer
b EIN c Dollar amount contributed by employer
d Date collective bargaining agreement expires (If employer contributes under more than one collective bargaining agreement, check box X
and see instructions regarding required attachment. Otherwise, enter the applicable date.) Month _______ Day _______ Year _______
e Contribution rate information (If more than one rate applies, check this box X and see instructions regarding required attachment. Otherwise,
complete items 13e(1) and 13e(2).)
(1) Contribution rate (in dollars and cents) _____________
(2) Base unit measure: X Hourly X Weekly X Unit of production X Other (specify):





1
Schedule R (Form 5500) 2010 Page 3

14 Enter the number of participants on whose behalf no contributions were made by an employer as an employer of the
participant for:
a The current year ...................................................................................................................................................
14a 123456789012345
b The plan year immediately preceding the current plan year.................................................................................
14b 123456789012345
c The second preceding plan year ..........................................................................................................................
14c 123456789012345
15 Enter the ratio of the number of participants under the plan on whose behalf no employer had an obligation to make an
employer contribution during the current plan year to:
a The corresponding number for the plan year immediately preceding the current plan year ................................
15a 123456789012345
b The corresponding number for the second preceding plan year ..........................................................................
15b 123456789012345
16 Information with respect to any employers who withdrew from the plan during the preceding plan year:
a Enter the number of employers who withdrew during the preceding plan year .................................................
16a 123456789012345
b If item 16a is greater than 0, enter the aggregate amount of withdrawal liability assessed or estimated to be
assessed against such withdrawn employers ......................................................................................................
16b
123456789012345
17 If assets and liabilities from another plan have been transferred to or merged with this plan during the plan year, check box and see instructions regarding
supplemental information to be included as an attachment. ....................................................................................................................... X

Part VI Additional Information for Single-Employer and Multiemployer Defined Benefit Pension Plans
18 If any liabilities to participants or their beneficiaries under the plan as of the end of the plan year consist (in whole or in part) of liabilities to such participants
and beneficiaries under two or more pension plans as of immediately before such plan year, check box and see instructions regarding supplemental
information to be included as an attachment ............................................................................................................................................................................ X
19 If the total number of participants is 1,000 or more, complete items (a) through (c)
a Enter the percentage of plan assets held as:
Stock: _____% Investment-Grade Debt: _____% High-Yield Debt: _____% Real Estate: _____% Other: _____%
b Provide the average duration of the combined investment-grade and high-yield debt:
X 0-3 years X 3-6 years X 6-9 years X 9-12 years X 12-15 years X 15-18 years X 18-21 years X 21 years or more
c What duration measure was used to calculate item 19(b)?
X Effective duration X Macaulay duration X Modified duration X Other (specify):

1.03
36.6 34.0 4.0
1.02
X
18
2122295
X
21.2 4.2
BERNARD KOTKIN & COMPANY LLP
ANGELO T. NICODEMO. C.P.A.
SALVATORE J. PORTARO. C.P.A.
VINCENT P. ROGERS, C.P.A.
BERNARD KOTKIN, C.P.A.- FOUNDER
Board of Trustees
Operating Engineers Pension Trust
Pasadena, California
CERTIFIED PUBLIC ACCOUNTANTS
533 SOUTH FREMONT AVENUE, SUITE 902
LOS ANGELES, CALIFORNIA 90071
TELEF'HONE (2131 892-9090
TELEFAX (2131 892-9099
INDEPENDENT AUDITORS' REPORT
MEMBERS
AMERICAN INSTITUTE OF
THE CALIFORNIA SOCIETY
OF CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying statements of net assets available for benefits of OPERATING ENGINEERS
PENSION TRUST as of June 30, 2011 and 2010, the related statements of changes in net assets available for benefits
for the years then ended, the statement of accumulated plan benefits as of June 30, 2010 and the related statement
of changes in accumulated plan benefits for the year then ended. These financial statements are the responsibility
of the Trust's management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, information regarding
Operating Engineers Pension Trust's net assets available for benefits as of June 30, 2011, and changes therein for the
year then ended and its financial status as of June 3 0, 20 10, and changes therein for the year then ended in conformity
with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose offorming an opinion on the basic financial statements taken as a whole.
The supplemental schedules of net income from commercial real estate rentals, short-term investments and money
market funds, obligations ofU .S. Government and Federal Agencies, corporate obligations, corporate stocks, mutual
and private funds, Pasadena Gateway Villas and Raymond Hill Corporation, real estate owned, and transactions or
series of transactions in excess of 5 percent of the current value of plan assets at June 30, 2011, are presented for
the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary
information required by the Employee Retirement Income Security Act of 197 4. These supplemental schedules are
the responsibility of the Trust Fund's management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Los Angeles, California
November 7, 2011
Certified Public Accountants
- 2 -
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(a)
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SCHEDULE OF SHORT-TERM INVESTMENTS AND MONEY MARKET FUNDS
JUNE 30, 2011
(b) Identity of issue, borrower, lessor
or similar party
(c) Description of investment including maturity date, rate of
interest, collateral, par, or maturity value
(d) Cost
(e) Current
Value
Various Financial institutions Cash - Savings accounts - Interest varies - Due on demand $ 7,514,140 $ 7,514,140
Dreyfus Government Cash MGMT. Money Market Funds 114,635,499 114,635,499
$ 122,149,639 $ 122,149,639
- 18-
(a)
SCHEDULE OF OBLIGATIONS OF U.S. GOVERNMENT AND FEDERAL AGENCIES
JUNE 30, 2011
(b) Identity of issue, borrower, (c) Description of investment including marurity date, rate of
(d) Cost
lessor or similar party interest, collateral, par, or maturity value
U.S. Treasury Bond Par Value $ 405,000 4.750% due 02/15/41 $ 445,802
U.S. Treasury Bond Par Value 390,000 5.375% due 02/15/31 442,941
U.S. Treasury Note Par Value 4,850,000 2.625% due 11/15/20 4,501,449
U.S. Treasury Note Par Value 55,000 2.625% due 08/15/20 52,255
U.S. Treasury Note Par Value 270,000 3.125% due 01/31/17 286,076
GNMA Pool 061996 Par Value 2,832 11.500% due 03/15/13 3,307
GNMA Pool 064112 Par Value 17,423 11.500% due 04/15113 20,342
GNMA Pool 412508 Par Value 37,471 7.000% due I 0115/25 40,188
GNMA Pool461116 Par Value 11,901 7.000% due 12/15/27 12,154
GNMA Poo1591923 Par Value 62,394 6.000% due 03/15/33 65,495
GNMA Pool 780058 Par Value 42,379 7.000% due 0 I /15/25 45,452
GNMA II Pool 003587 Par Value 76,927 7.000% due 07/20/34 82,504
GNMA II Pool 003613 Par Value 26,601 7.000% due 09/20/34 28,330
(e) Current
Value
$ 430,503
457,092
4,671,181
53,238
286,283
3,409,504
2,836,226
I ,833,862
1,511,852
2,858
7,380
19,364
26,610
13,567
33,328
43,467
13,852
92,665
39,677
58,479
38,639
8,549
69,853
670,465
131,894
128,947
566,378
844,852
49,054
56,682
88,874
31,360
Carried forward ....
$ 18,015,757 $ 18,526,535
- 19-
(a)
(b) Identity of issue, borrower,
lessor or similar party
Forwarded ....
FNMA Pool 254089
FNMA Pool 255583
FNMA Pool 545186
FNMA Pool 545490
FNMA Pool 555681
FNMA Pool 575078
FNMA Pool 797898
FNMA Pool 845497
FNMA Pool 879640
FNMA Pool 885504
FNMA Pool 887455
FNMA Pool 896567
FNMA Pool 933795
FNMA Pool 946624
FNMA Pool 960482
FNMA Pool 967690
FNMA Pool 974670
FNMA Pool AD5513
FNMA Pool AD8529
FNMA Pool AE0392
FHLMC Pool C00495
FHLMC Pool C00504
FHLMC Pool C80344
FHLMC Pool C80409
FHLMC Pool 065456
FHLMC Pool E99923
FHLMC Pool G04337
FHLMC Pool G04573
FHLMC Pool G04690
FHLMC Pool G05958
United Mexican States
FNMA Remic 91-23
FNMA Remic G92-31
FHLMC Gld Rm 1036-H12
FHLMC Pool 782760
FNMA Poo1922881
Total
(c) Description of investment including marurity date, rate of
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
Par Value
I ,355,083
812,702
1,096,976
68,054
30,346
72,508
13,234
6,760
8,736
10,327
6,086
5,088
375,082
922,734
1,125,484
1,337,159
1,133,977
862,997
1,096,172
448,751
16,970
25,470
8,172
8,521
23,395
540,811
351,209
1,304,714
839,497
858,305
598,000
249,960
296,631
22,319
6.000% due
5.500% due
5.500% due
7.500% due
5.000% due
6.500% due
6.500% due
6.000% due
6.000% due
6.000% due
6.000% due
6.000% due
5.500% due
6.000% due
5.500% due
5.500% due
5.500% due
5.000% due
4.500% due
5.500% due
7.000% due
7.000% due
7.500% due
8.000% due
7.000% due
5.000% due
5.500% due
5.500% due
5.000% due
5.000% due
6.050% due
8.750% due
8.000%
9.000%
271,293 5.966%
due
due
due
due 133,440 Fltg rate
-20-
11/01116
01101/20
12/01/14
02/01/32
06/01/18
05/01/31
08/01/24
06/01/21
07/01/21
06/01/21
09/01/21
07/01/21
05101138
09/01/37
01/01/38
01/01/38
03/01/38
06/01/40
08/01/40
12/01/39
01/01/27
03/01/27
09/01/25
06/01/26
11/01/25
10/01118
04/01/38
07/01/38
09/01/38
08/01/40
01111/40
03/25/21
06/25/22
01/15/21
11/01/36
02/01/37
(d) Cost
$ 18,015,757
137,479
836,575
1,181,648
70,723
30,844
75,702
13,474
6,790
8,774
10,372
6,113
5,133
399,404
997,994
1,197,762
1,430,188
1,205,382
900,753
1,155,923
481,075
16,902
25,173
8,275
8,572
23,267
553,233
373,818
1,394,005
878,848
899,678
606,121
256,300
282,305
20,412
274,034
135,160
(e) Current
Value
$ 18,526,535
147,705
884,194
I, 190,047
79,889
32,802
82,511
15,023
7,409
9,617
11,318
6,670
5,577
405,968
1,015,151
1,219,216
1,448,520
1,227,352
918,687
1,135,737
486,334
19,610
29,466
9,504
10,139
27,002
584,414
380,238
1,412,557
892,490
913,022
636,272
256,300
282,305
20,412
291,259
142,427
$ 33,923,968 $ 34,763,679
SCHEDULE H, LINE 4i- SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SCHEDULE OF CORPORATE OBLIGATIONS
JUNE 30, 2011
(a)
(b) Identity of issue, borrower, lessor (c) Description of investment including maturity date, rate of
(d) Cost
(e) Current
or similar party interest, collateral, par, or maturity value Value
Alcatel-Lucent Tech Par Value $ 866,000 2.875% due 06/15/25 $ 750,937 $ 844,350
Cubist Pharmaceuticals Par Value 307,000 2.500% due 11101117 296,817 427,498
Delta Petroleum Corp. Par Value 526,000 3.750% due 05/01/37 358,394 466,825
Old Republic Inti Par Value 780,000 8.000% due 05/15/12 955,708 874,575
Alcoa Inc. Par Value 260,000 6.150% due 08/15/20 266,802 275,439
Ally Financial Par Value 830,000 8.300% due 02/12/15 878,090 927,525
American Tower Par Value 290,000 4.625% due 04/01/15 294,133 305,298
Amphenol Corp. Par Value 315,000 4.750% due 11/15/14 314,411 343,208
Anadarko Petroleum Corp. Par Value 370,000 6.375% due 09/15/17 382,225 424,142
Anadarko Petroleum Corp. Par Value 295,000 5.950% due 09/15/16 334,223 332,049
Anheuser Busch Cos Inc. Par Value 130,000 4.500% due 04/01/18 94,166 138,258
Arcelormittal Par Value 755,000 6.750% due 03/01/41 748,779 748,326
Arcelormittal Par Value 220,000 9.850% due 06/01/19 246,458 278,901
Axtel SAB Par Value 485,000 9.000% due 09/22/19 493,900 473,603
Bear Stearns Co. Par Value 435,000 6.400% due I 0/02/17 419,175 496,305
Bombardier Inc. Par Value 230,000 7.500% due 03/15118 230,000 257,600
Briggs & Stratton Par Value 335,000 6.875% due 12/15/20 335,000 355,100
Brocade Com Par Value 310,000 6.625% due 01/15/18 322,387 327,050
Bunge Ltd. Fin Par Value 285,000 4.100% due 03115/16 286,407 296,876
Cablevision Systems Par Value 430,000 7.750% due 04115118 437,763 458,488
CC Holdings Par Value 365,000 7.750% due 05/01/17 390,477 395,113
Cellulosa Arauco Constitu Par Value 240,000 5.000% due 01121/21 237,823 238,056
Chevron Phillips Par Value 305,000 8.250% due 06115119 304,985 378,145
Citigroup Inc. Par Value 755,000 6.500% due 08/19/13 787,807 821,108
Citizens Communication Par Value 945,000 7.875% due 01/15/27 937,388 921,375
Coffeyville Par Value 365,000 10.875% due 04/01/17 360,660 414,275
Columbia Healthcare Corp. Par Value 285,000 7.500% due 12115/23 283,528 268,612
Cox Communications Inc. Par Value 425,000 5.450% due 12115114 469,498 473,675
Crane Co. Par Value 655,000 6.550% due 11115/36 651,686 686,984
Denbury Resources Inc. Par Value 290,000 6.375% due 08/15/21 290,000 290,000
Dubai Electricity & Water Par Value 225,000 8.500% due 04/22115 225,000 250,031
Embarq Corp. Par Value 1,070,000 7.995% due 06/0 I /36 1,048,400 1,096,333
Energy Transfer Partner Par Value 720,000 6.050% due 06/01/41 718,178 697,766
Enersis SA Par Value 145,000 7.375% due 01115/14 155,701 161,456
Equifax Inc. Par Value 410,000 7.000% due 07/01/37 417,350 439,893
Erac USA Finance Enterprise Par Value 285,000 5.250% due 10/01/20 283,241 302,297
Expcdia Inc. Par Value 60,000 5.950% due 08/15/20 59,936 58,350
Fiserv Inc. Par Value 570,000 3.125% due I 0/01/15 567,536 576,925
Carried forward ...............
$ 16,634,969 $ 17,521,810
- 21 -
(a)
(d) Cost
(e) Current
or similar party
interest, collateral, par, or maturity value Value
Forwarded .................
$ 16,634,969 $ 17,521,810
Ford Motor Cr Co. LLC Par Value 970,000 5.000% due 05115/18 970,000 966,683
Ford Motor Credit Co. Par Value 75,000 7.000% due I 0/01/13 57,360 80,151
Ford Motor Credit Co. Par Value 660,000 8.000% due 12/15116 646,913 742,163
Frontier Communications Par Value 50,000 8.250% due 04115/17 50,000 54,375
GATXCorp. Par Value 495,000 4.750% due 05115115 496,553 525,180
Gen Elec Cap Corp. Par Value 1,025,000 2.250% due 11/09115 982,320 1,007,565
Gen Elec Cap Corp. Par Value 400,000 5.300% due 02/11/21 398,588 416,216
Georgia Pac Corp. Par Value 550,000 7.375% due 12/01/25 504,829 621,384
Georgia-Pad fie Par Value 320,000 8.875% due 05/15/31 388,890 404,288
GMAC LLC Par Value 127,000 6.625% due 05115/12 158,233 129,540
GMAC LLC Par Value 189,000 8.000% due 11/01/31 322,207 204,592
Goldman Sachs Group Par Value 80,000 5.300% due 02114/12 79,914 82,066
Goldman Sachs Group Par Value 505,000 6.750% due I 0/01/37 482,413 504,990
HanesBrands Inc. Par Value 430,000 8.000% due 12/15116 455,907 459,025
HKCG Fin Ltd. Par Value 215,000 6.250% due 08/07118 213,536 246,343
Household Finance Co. Par Value 155,000 7.000% due 05/15/12 175,956 163,251
Hutchinson Wham Int. Par Value 240,000 5.750% due 09/11119 238,615 256,296
Int Lease Finance Corp. Par Value 345,000 5.750% due 05115116 345,000 339,728
Inti Lease Finance Corp. Par Value 500,000 5.650% due 06101114 475,137 500,000
Inti Lease Finance Corp. Par Value 160,000 6.250% due 05/15/19 160,000 156,331
JP Morgan Chase Par Value 300,000 6.000% due 01115/18 330,117 333,645
Korea Development Bank Par Value 495,000 4.000% due 09/09116 492,584 506,202
Lear Corp. Par Value 155,000 7.875% due 03115/18 153,878 166,625
Medco Health Solutions Par Value 200,000 7.250% due 08/15/13 225,781 222,676
Merrill Lynch & Co. Par Value 730,000 6.875% due 04/25/18 764,910 807,687
Morgan Stanley Par Value 360,000 5.375% due I 0/15115 212,400 384,840
Morgan Stanley Par Value 745,000 5.750% due 01/25/21 745,836 753,813
Motorola Inc. Par Value 47,000 6.625% due 11/15/37 37,950 52,275
Motorola Inc. Par Value 75,000 7.500% due 05115/25 81,887 87,744
Myriad Int Holding Par Value 200,000 6.375% due 07/28117 200,000 216,000
National Semiconductor Par Value 490,000 3.950% due 04115115 487,954 520,943
Nii Capital Corp. Par Value 150,000 7.625% due 04/01121 150,000 156,750
Omnicare Inc. Par Value 195,000 7.750% due 06/01/20 196,117 206,944
Oneok Partners Par Value 335,000 8.625% due 03/01/19 388,776 425,892
Oshkosh Corp. Par Value 415,000 8.250% due 03/01117 444,055 445,087
Owens Corning Par Value 490,000 7.000% due 12/01/36 483,483 496,439
Parker Drilling Par Value 520,000 9.125% due 04/01/18 532,088 548,600
Petrobras Inti. Par Value 465,000 6.750% due 01/27/41 468,817 496,206
Petro bras I ntl. Par Value 370,000 6.875% due 01/20/40 364,272 393,961
Qtellntl. Par Value 210,000 7.875% due 06110/19 207,677 252,000
Qwest Corp. Par Value 100,000 8.875% due 03/15/12 106,000 105,250
Reynolds America Par Value 685,000 7.250% due 06/15/37 692,429 738,204
Rowan Companies Par Value 410,000 5.000% due 09/01/17 411,604 438,671
Royal Bk Scotland Par Value 470,000 4.875% due 03/16/15 473,642 487,780
RPM International Inc. Par Value 225,000 6.125% due I 0115/19 224,764 241,049
RR Donnelley & Sons Co. Par Value 525,000 7.250% due 05115/18 525,000 525,000
Service Corp. Inti. Par Value 290,000 7.000% due 05/15/19 291,156 305,225
SK Telecom Par Value 300,000 6.625% due 07/20/27 296,403 335,004
SLM Corp. Par Value 1,025,000 6.250% due 01/25/16 1,031,912 1,063,437
SLM Corp. Par Value 130,000 5.625% due 08/01133 106,056 109,169
$ 35,364,888 $ 37,205,095
- 22-
(a)
(b) Identity of issue, borrower, lessor (c) Description of investment including maturity date, rate of
(d) Cost
(e) Current
or similar party interest, collateral, par, or maturity value Value
Forwarded .................
$ 35,364,888 $ 37,205,095
SLM Corp. Par Value 280,000 5.000% due 04115/15 238,668 281,400
Smithfield Foods Inc. Par Value 150,000 10.000% due 07/15/14 144,301 174,000
Sprint Cap Corp. Par Value 1,035,000 6.875% due 11115/28 837,416 980,662
Suntrust Banks Inc. Par Value 570,000 3.600% due 04/15/16 569,778 575,529
Telemar Nort Leste SA Par Value 288,000 5.500% due I 0/23/20 220,614 284,400
Time Warner Cable Par Value 275,000 8.250% due 04/01/19 291,149 342,980
Timken Co. Par Value 305,000 6.000% due 09115/14 312,860 337,241
Transalta Corp. Par Value 445,000 4.750% due 01115115 457,705 475,211
Transocean Inc. Par Value 980,000 4.950% due !Ill 5/15 994,630 1,060,115
True Move Co. Ltd. Par Value 490,000 10.750% due 12116/13 484,115 528,587
US Steel Corp. Par Value 170,000 6.650% due 06/01/37 164,748 149,175
US Steel Corp. Par Value 135,000 7.375% due 04/01/20 139,694 138,712
USG Corp. Par Value 305,000 6.300% due 11/15116 303,130 268,400
Valeant Pharmaceuticals Par Value 170,000 6.750% due 10/01/17 169,150 166,600
Valeant Pharmaceuticals Par Value 440,000 6.875% due 12/01/18 436,656 431,200
Vulcan Materials Par Value 295,000 6.500% due 12/01/16 295,000 293,183
Whirlpool Corp. Par Value 720,000 4.850% due 06/15/21 719,762 712,188
Willis Group Holdings Par Value 305,000 4.125% due 03/15/16 303,435 310,957
Willis North America Inc. Par Value 385,000 6.200% due 03/28117 393,406 419,781
Windstream Corp. Par Value 885,000 7.500% due 04/01/23 917,081 885,000
Windstream Corp. Par Value 150,000 8.125% due 09/01/18 148,872 159,000
Collateralized Mortgage Backed Obligation
Citigroup/Deutsche Par Value 450,000 5.322% due 12/11/49 476,262 405,931
Citigroup/Deutsche Par Value 141,328 5.408% due 01/15/46 142,033 141,220
Conti Airlines Snkg Fd Par Value 225,000 4.750% due 01/12/21 225,000 219,375
Credit Suisse Mtg Cap Par Value 370,000 5.695% due 09/15/40 381,216 392,218
Credit Suisse Mtg Par Value 320,000 5.723% due 06/15/39 336,975 338,596
CWCapital Cobalt Par Value 145,000 5.484% due 04/15/47 153,744 153,926
E.F. Hutton Tr Par Value 36,221 9.950% due I 0/20/18 36,437 36,409
Greenwich Par Value 406,156 5.117% due 04/10/37 408,174 409,834
Greenwich Capital Fdg Par Value 890,000 5.736% due 12/10/49 703,761 955,014
GS Mtge Sees Corp. II Par Value 700,000 5.560% due 11/10/39 443,980 758,552
GS Mtge Sees Corp. II Par Value 890,000 5.993% due 08/10/45 941,775 955,504
LB-UBS Com! Mtg Tr Par Value 600,000 4.647% due 07/15/30 602,991 606,278
Merrill Lynch Par Value 90,000 5.378% due 08/12/48 95,688 95,018
Pan American Par Value 395,000 7.875% due 05/07/21 387,906 418,700
Wachovia Bk Cml Mtg Par Value 915,000 5.342% due 12/15/43 943,268 963,404
Wachovia Bk Cml Mtg Par Value 570,000 5.308% due 11/15/48 437,096 615,585
Corporate Variable Rate
Bear Stearns Cml Mtg Par Value 675,000 5.712% due 09111/38 678,708 743,336
BOA Par Value 610,000 Variable due I 0110/17 564,727 653,338
Greenwich Capital Par Value 265,000 Variable due 07110/38 217,321 294,214
JP Morgan Chase Cml Par Value 900,000 6.007% due 06115/49 953,051 970,648
Merrill Lynch Cml Mtg Par Value 910,000 5.485% due 03112/51 945,973 966,531
- 23- $ 53,983,144 $ 57,273,047
(a)
or similar party
Forwarded 0 0
Corporate ABS
AESOP Funding II LLC
Ally Master Owner Tr
Americredit Auto Recs
Americredit Auto Recs
Centre Point Fng LLC
Countrywide
Hertz Vehicle Fing
World Financial Network
Total
Par Value 395,000 3.630% due 08/20/14
Par Value 680,000 2.150% due 01115116
Par Value 185,000 1.170% due 01/08/16
Par Value 140,000 1.610% due I 0/08/15
Par Value 150,312 5.430% due 07/20/15
Par Value 323,243 4.615% due 02/25/35
Par Value 295,000 4.260% due 03/25/14
Par Value 440,000 4.660% due 05115/17
- 24-
(d) Cost
$ 53,983,144
394,960
680,443
184,976
139,990
150,252
322,994
294,982
471,281
$ 56,623,022
(e) Current
Value
$ 57,273,047
409,411
688,892
184,681
141,086
159,669
304,612
308,257
469,539
$ 59,939,194
.ill.
SCHEDULEOFCORPORATESTOCKS
JUNE 30, 2011
(b) Identity of issue, borrower, (c) Description of investment including maturity date,
(d) Cost
lesser or similar party rate of interest, collateral, par, or maturity value
Preferred stock
PFD SLM Corp. l ,340 Shares $ 57,955
Common stock
3M Co. 11,300 Shares 892,780
AARCorp. 14,090 Shares 329,656
Abbott Laboratories 16,800 Shares 867,797
Abercrombie & Fitch Co. 5,060 Shares 358,077
Ace Limited 1,600 Shares 91,091
ACI Worldwide Inc. 2,080 Shares 66,787
Adobe Sys Inc. 11,600 Shares 327,162
Adtran Inc. 7,790 Shares 255,975
AES Corp. 60,860 Shares 744,719
Aetna Inc. 24,548 Shares 671,957
Affiliated Managers Group Inc. 10,940 Shares 777,984
AFLAC Inc. 2,400 Shares 115,928
Agco Corp. 10,588 Shares 308,434
Ageas 189,315 Shares 542,420
Agilent Technologies Inc. 5,800 Shares 270,653
Agrium Inc. 4,600 Shares 316,941
Air Products & Chemical Inc. 10,600 Shares 932,445
Akamai Technologies 900 Shares 39,673
Alaska Air Group Inc. 2,420 Shares 141,716
Albemarle Corp. 6,990 Shares 301, Ill
Alcoa Inc. 8,000 Shares 132,725
Alexion Pharmaceuticals Inc. 23,040 Shares 522,186
Allergan Inc. 5,500 Shares 327,181
Alliance Data Sys Corp. 23,020 Shares 1,691, 744
Alliant Techsystem 9,843 Shares 721,948
Allscripts Healthcare Solut 53,870 Shares 1,031,844
Alpha Natural Resources Inc. 5,295 Shares
268,995
Altera Corp. 5,000 Shares 132,264
Altria Group Inc. 33,800 Shares
709,493
Carried forward .............. .
$ 13,949,641
-25-
(e) Current
Value
$ 63,663
1,071,805
381,698
884,016
338,615
105,312
70,242
364,820
301,551
775,356
1,082,321
1,109,863
112,032
522,624
513,612
296,438
403,696
1,013,148
28,323
165,673
483,708
126,880
I ,083,571
457,875
2,165,491
702,101
1,042,660
240,605
231,750
892,658
$ 17,032, I 07
(b) Identity of issue, borrower, {c) Description of investment including maturity date,
(d) Cost
(e) Current
...w..
lesser or similar 12ar!,y rate of interest, collateral, 12ar, or maturit;t value Value
Forwarded 0 $ 13,949,641 $ 17,032,107
Amarin Corporation 26,360 Shares 443,652 380,375
Amazon Com Inc. 1,900 Shares 205,921 388,531
Ameren Corp. 74,550 Shares 1,918,665 2,150,022
American Axle & Mfg H1dgs Inc. 39,700 Shares 572,797 451,786
American Express Co. 24,900 Shares 732,446 1,287,330
American International Group 500 Shares 20,408 14,660
American Water Works Co. Inc. 54,275 Shares 1,261,902 1,598,399
Ameriprise Financial Inc. 12,400 Shares 518,248 715,232
Amerisource-Bergen Corp. 18,390 Shares 470,122 761,346
Ameristar Casinos Inc. 15,025 Shares 335,628 356,243
Ametek 15,501 Shares 541,012 695,995
Amgen Inc. 3,000 Shares 177,911 175,050
Amphenol Corp. 1,100 Shares 60,479 59,389
Amtel Corp. 39,070 Shares 576,014 549,715
Anadarko Pete Corp. 13,000 Shares 711,754 997,880
Analog Devices Inc. 2,200 Shares 84,762 86,108
Anglogold Ashanti 5,706 Shares 214,706 240,166
AON Corp. 14,289 Shares 621,411 733,026
Apache Corp. 7,700 Shares 900,893 950,103
Apartment Invt & Mgmt Co. 4,200 Shares 87,460 107,226
Apple Computer Inc. 16,300 Shares 2,763,098 5,471,421
Applied Industrial Tech Inc. 12,750 Shares 421,916 454,027
Applied Materials Inc. 1,600 Shares 20,494 20,816
Arch Capital Group Ltd. 9,513 Shares 244,770 303,655
Arch Coal Inc. 36,789 Shares 789,274 980,795
Arrow Electrics Inc. 15,900 Shares 560,481 659,850
Aruba Networks Inc. 11,830 Shares
294,955 349,576
Assurant Inc. 4,000 Shares
146,971 145,080
AT&T Inc. 122,100 Shares 3,639,589 3,835,161
Atlas Air Worldwide Holdings 4,625 Shares 261,444 275,234
Atmel Corp. 77,050 Shares
653,272 1,084,093
Autodesk Inc. 3,800 Shares 141,796 146,680
Automatic Data Processing Inc. 2,200 Shares
117,850 115,896
Autonation Inc. 1,800 Shares
48,794 65,898
Autozone Inc. 1,600 Shares
376,493 471,760
Avago Technologies Ltd. 14,210 Shares 461,707 539,980
A valonbay Cmntns Inc. 600 Shares
60,099 77,040
A very Dennison Corp. 3,600 Shares
145,729 139,068
Axis Capital Holdings 20,296 Shares
615,342 628,364
$ 36,169,906 $ 45,495,083
- 26-
(d) Cost
(e) Current
ill
lesser or similar Qa!:!Y rate of interest, collateral, Qar, or maturity value Value
Forwarded 0 0 0 $ 36,169,906 $ 45,495,083
Baker Hughes Inc. 5,822 Shares 371,047 422,444
Ball Corp. 6,200 Shares 208,666 238,452
Bank of America Corp. 30,600 Shares 472,503 335,376
Bank ofNew York Mellon Corp. 9,100 Shares 251,376 233,142
Bard Cr Inc. 600 Shares 65,060 65,916
Barno Corporation 350,140 Shares 663,322 1,334,033
Baxter Inti Inc. 4,500 Shares 264,058 268,605
BE Aerospace Inc. 44,940 Shares 1,487,284 1,834,002
Becton Dickinson & Co. 500 Shares 43,142 43,085
Bed Bath & Beyond Inc. 10,500 Shares 438,239 612,885
Berkshire Hathaway Inc. 8,015 Shares 569,171 620,281
Berry Petroleum Co. 2,570 Shares 128,339 136,544
Best Buy Inc. 38,223 Shares 1,299,652 1,200,584
Biogen Idee Inc. 1,100 Shares 87,736 117,612
Biomed Realty Trust Inc. 65,325 Shares 1,164,276 1,256,853
B1ackrock Inc. 1,000 Shares 198,735 191,810
Block H.R. Inc. 5,100 Shares 80,658 81,804
BMC Software Inc. 8,710 Shares 324,000 476,437
Boeing Co. 13,700 Shares 1,017,362 1,012,841
Boise Inc. 48,600 Shares 277,949 378,594
Boston Pptys Inc. 200 Shares 13,148 21,232
Boston Scientific Corp. 12,900 Shares 89,189 89,139
Brigham Exploration Co. 21' 170 Shares 518,674 633,618
Brinker Inti Inc. 19,850 Shares 491,565 485,531
Bristol Myers Squibb Co. 14,200 Shares 323,162 411,232
Bristow Group Inc. 9,052 Shares 304,287 461,833
Broadcom Corp. 19,500 Shares 573,726 655,980
Brooks Automation Inc. 45,025 Shares 554,769 488,971
Brown-Forman Inc. 2,500 Shares 157,049 186,725
Buffalo Wild Wings Inc. 7,630 Shares 416,082 505,945
C H Robinson Worldwide Inc. 2,500 Shares 188,761 197,100
CA Inc. 3,900 Shares 90,727 89,076
Cablevision Sys Corp. 12,000 Shares 415,156 434,520
Cabot Corp. 13, II 0 Shares 382,046 522,696
Cabot Oil & Gas Corp. 300 Shares 18,246 19,893
Caci Inti Inc. 6,850 Shares 350,686 432,098
Cadence Design Sys Inc. 73,650 Shares 760,206 777,744
Cameco Corp. 76,947 Shares 2,168,187 2,027,553
Cameron International Corp. 2,300 Shares 120,056 115,667
$ 53,518,203 $ 64,912,936
- 27-
(d) Cost
(e) Current
ill
lesser or similar rate of interest, collateral, Qar, or value Value
Forwarded 0 0 0. $ 53,518,203 $ 64,912,936
Campbell Soup Co. 600 Shares 20,223 20,730
Canadian Pac Ry Ltd. 7,316 Shares 347,377 455,933
Capital One Fin! Corp. 1,800 Shares 92,601 93,006
Capterpillar Tractor Co. 9,200 Shares 764,677 979,432
Cardinal Health Inc. 400 Shares 17,586 18,168
Cardtronics Inc. 17,820 Shares 296,627 417,879
Care fusion 1,700 Shares 46,260 46,189
Carmax Inc. 4,800 Shares 159,401 158,736
Carnival Corp. 9,200 Shares 236,023 346,196
Carpenter Technology Corp. 5,270 Shares 274,552 303,974
Carprizo Oil & Gas Inc. 21,520 Shares 525,852 898,460
Casey's Gen Stores Inc. 19,580 Shares 825,565 861,520
Catalyst Health Solutions Inc. 12,230 Shares 584,171 682,679
Caterpillar Tractor Co. 9,000 Shares 651,868 958,140
CB Richard Ellis Group Inc. 16,110 Shares 336,405 404,522
CBL & Assoc Pptys Inc. 50,800 Shares 433,381 921,004
CBS Corp. 7,500 Shares 177,998 213,675
Celanese Corp. 8,100 Shares 259,856 431,811
Celgene Corp. 18,400 Shares 921,758 1,109,888
Centene Corp. 11,690 Shares 213,290 415,346
Centerpoint Energy Inc. 3,200 Shares 44,594 61,920
Centrais Elec Bras 17,190 Shares
238,758 294,637
Centurylink Inc. 25,529 Shares
965,499 1,032,137
Cepheid Inc. 14,940 Shares
443,619 517,522
CemerCorp. 800 Shares
47,733 48,888
CF Industries Holdings Inc. 10,270 Shares
1,292,427 1,454,951
Check Point Software Tech 10,250 Shares
303,871 582,712
Cheesecake Factory Inc. (The) 18,360 Shares
573,012 575,953
Chesapeake Energy Corp. 50,982 Shares
1,157,775 1,513,953
Chevron Corp. 42,500 Shares
3,385,613 4,370,700
Chicago Brdg & Iron Co. 25,110 Shares
526,026 976,779
Chipotle Mexican Grill 200 Shares
52,044 61,638
Choice Hotels Inti Inc. 1,490 Shares
48,595 49,706
Church & Dwight Inc. 9,680 Shares
277,442 392,427
Cigna Corporation
900 Shares
27,769 46,287
Cincinnati Fin! Corp. 2,900 Shares
82,751 84,622
Cisco Sys Inc. 103,400 Shares
2,308,761 1,614,074
Citigroup 54,500 Shares
2,271,528 2,269,380
Citrix Sys Inc. 6,230 Shares
285,908 498,400
$ 75,037,399 $ 91,096,910
-28-
(d) Cost
(e) Current
J&
lesser or similar Qartv rate of interest, collateral, Qar, or maturi!Y value Value
Forwarded 0 0 $ 75,037,399 $ 91,096,910
Cliffs Natural Resources Inc. 6,300 Shares 368,639 582,435
CMS Energy Corp. 58,375 Shares 807,993 I, 149,404
CNA Financial Corp. 14,395 Shares 332,698 418,175
Coach Inc. 800 Shares 42,580 51,144
Coca-Cola Company 48,300 Shares 2,685,895 3,250,107
Coca-Cola Enterprises 13,100 Shares 292,334 382,258
Cognizant Technology Solutions 3,900 Shares 177,030 286,026
Coherent Inc. 6,310 Shares 358,280 348,754
Colgate Palmolive Co. 400 Shares 29,810 34,964
Comcast Corp. 31,400 Shares 540,511 795,676
Comerica Inc. 1,200 Shares 39,902 41,484
Complete Production Services 31,800 Shares 817,279 1,060,848
Compuware Corp. 15,400 Shares 168,856 150,304
Concur Technologies Inc. 6,990 Shares 277,241 349,989
Conocophillips 15,500 Shares 820,066 1,165,445
Canso! Energy Inc. 15,230 Shares 601,879 738,350
Consoi.Edison Inc. 1,600 Shares 77,172 85,184
Constant Contact Inc. 21,220 Shares 577,031 538,563
Constellation Brands Inc. 14,800 Shares 279,707 308,136
Cooper Companies Inc. 23,706 Shares 1,277,701 I ,878,464
Com Prods Inti Inc. 4,250 Shares 236,738 234,940
Coming Inc. 36,600 Shares 681,944 664,290
Corporate Executive Brd Co. 22,296 Shares 884,327 973,220
Costco Wholesale Corp. 4,200 Shares 320,980 341,208
Coventry Health Care Inc. 14,170 Shares 451,448 516,780
Coviden 6,800 Shares 359,206 361,965
Crane Co. 9,110 Shares 312,576 450,125
Cresud 15,288 Shares 169,623 248,277
CSX Corp. 66,600 Shares 1,276,313 1,746,252
Cubist Pharmaceuticals 17,560 Shares 572,953 631,984
Cummins Engine Inc. 3,000 Shares 282,228 310,470
CVS Corporation 20,600 Shares 717,806 774,148
Cypress Semiconductor Corp. 19,400 Shares 302,347 410,116
Cypress Semiconductor Corp. 21,040 Shares 357,455 444,786
Cytec Inds Inc. 9,990 Shares 557,007 571,328
D T E Energy Co. 1,400 Shares 63,327 70,028
Daiwa Securities Gr 186,750 Shares 981,119 816,284
Danaher Corp. 400 Shares 15,921 21,196
Darden Restaurants Inc. 8,600 Shares 195,750 427,936
Carried forward ............... $ 94,349,071 $114,727,953
-29-
(d) Cost
(e) Current
J&.
Forwarded 0 0 0 0 0. 0 $ 94,349,071 $114,727,953
Davita Inc. 900 Shares 76,923 77,949
Dean Foods Co. 85,969 Shares 833,610 1,054,840
Deckers Outdoor Corp. 7,920 Shares 709,708 698,069
Deere & Co. 17,900 Shares 1,146,732 1,475,855
Denbury Res Inc. 48,475 Shares 1,137,755 969,500
Dendreon Corp. 17,210 Shares 682,652 678,762
Devon Energy Corporation 11,300 Shares 895,923 890,553
Diamond Foods Inc. 5,680 Shares 214,886 433,611
Dicks Sporting Goods Inc. 14,140 Shares 517,975 543,683
Diodes Inc. 7,720 Shares 254,415 201,492
Directv 10,500 Shares 381,813 533,610
Discover Financial Services 61,700 Shares 1,069,547 1,650,475
Discovery Communications 15,880 Shares 568,721 650,445
Disney (Walt) Productions 38,100 Shares 1,144,822 1,487,424
Dollar General Corp. 16,000 Shares 509,414 542,240
Dominion Res Inc. 7,300 Shares 312,281 352,371
Dover Corp. 200 Shares 7,246 13,560
Dow Chemical Co. 37,500 Shares 1,083,470 1,350,000
Dr. Pepper Snapple Group Inc. 1,300 Shares 41,603 54,509
Dreamworks Animation 11,350 Shares 310,115 228,135
DuPont (E.I.) de Nemours & Co. 41,800 Shares 1,762,612 2,259,290
Duke Energy Corp. 1,900 Shares 33,513 35,777
Dun & Bradstreet Corp. 1,500 Shares 120,398 113,310
Dupont Fabros Technology 18,500 Shares 330,172 466,200
E.O.G. Resources 200 Shares 18,085 20,910
Eastman Chern Co. 7,400 Shares 708,222 755,318
Eaton Corp. 18,000 Shares 802,963 926,100
Ebay Inc. 35,000 Shares 1,091,128 1,129,450
Edison International 1,200 Shares 46,371 46,500
Edwards Lifesciences Corp. 1,500 Shares 125,273 130,770
El Paso Corp. 9,300 Shares 126,456 187,860
EMC Corp. 62,500 Shares 1,086,117 1,721,875
Emcor Group Inc. 18,260 Shares 520,202 535,20 I
Emerson Electric Co. 19,900 Shares 968,610 1,119,375
Endurance Specialty Hldgs 6,687 Shares 270,917 276,374
Energen Corp. 15,100 Shares 878,668 853,150
Energy XXI Bermuda Ltd. 27,558 Shares 682,309 915,477
Enersys 45,430 Shares 1,079,759 1,563,700
Entropic Communications Inc. 62,670 Shares 598,977 557,136
$117,499,434 $142,228,809
- 30-
(d) Cost
(e) Current
l&
lesser or similar Qar.!Y rate of interest
1
collateral
1
12ar
1
or maturit:t value Value
Forwarded . . . 0 $117,499,434 $ 142,228,809
Equinix Inc. 10,940 Shares 1,016,215 I, 105,\59
Equity Residential Pptys Tr 3,\00 Shares 139,127 \86,000
Estee Lauder Companines 7,480 Shares 372,787 786,821
Esterline Technologies Corp. 6,030 Shares 434,146 460,692
Exelon Corporation 3,300 Shares 150,582 141,372
Expedia Inc. 600 Shares 13,802 17,394
Expeditors Inti Wash Inc. 9,780 Shares 479,785 500,638
Express Scripts Inc. \1,200 Shares 502,049 604,576
Exxon Mobil Corp. 89,187 Shares 6,667,144 7,258,038
F M CCorp. 100 Shares 7,714 8,602
F5 Networks Inc. 8,370 Shares 903,957 922,792
Fair Isaac Corporation 22,470 Shares 676,854 678,594
Family Dollar Stores 5,500 Shares 243,578 289,080
Fastenal Co. 400 Shares 10,262 14,396
Federated Investors Inc 3,400 Shares 88,427 81,056
Fedex Corp. 7,000 Shares 6\5,850 663,950
FEI Co. 27,090 Shares 977,714 1,034,567
Ferro Corp. 30,450 Shares 450,034 409,248
Fifth Third Bancorp 65,825 Shares 808,821 839,269
Finisar Corporation 14,760 Shares 310,706 266,123
First Horizon Nat! Corp. 9,706 Shares 2
First Niagara Fin! Group Inc. 106,190 Shares 1,087,103 1,401,708
First Solar Inc. 800 Shares 108,851 105,816
Firstenergy Corp. 4,534 Shares 171,353 200,176
Firstmerit Corp. 10,970 Shares 177,683 181,115
Fiserv Inc. 3,300 Shares 202,420 206,679
Flextronics Inti Ltd. 50,873 Shares 440,349 326,605
Flowserve Corp. 200 Shares 24,594 21,978
Fluor Corp. 8,800 Shares 555,732 569,008
FMC Corp. 12,000 Shares 809,929 1,032,240
FMC Technologies Inc. 7,300 Shares 313,126 326,967
Foot Locker Inc. \9,650 Shares 466,176 466,884
Ford Mtr Co. 80,700 Shares 966,605 1,\12,853
Forest Labs Inc. 28,686 Shares 839,645 1,128,507
Fortune Brands 1,200 Shares 65,525 76,524
Forward Air Corp. 6,940 Shares 231,547 234,503
Fossil Inc. 2,910 Shares 79,174 342,565
Franklin Resources 200 Shares 24,071 26,258
Freeport-McMoran Copper & Gold 20,280 Shares
843,229 1,072,812
$139,776,101 $167,330,376
- 31 -
(d) Cost
(e) Current
...w_ lesser or similar Q a r ~ rate of interest
2
collateral
2
Qar
2
or maturity value Value
Forwarded 0. 0 $139,776,101 $167,330,376
Fresh Delmonte Produce Inc. 31,660 Shares 660,841 844,372
Frontier Communications 15,900 Shares 130,691 128,313
Fulton Financial Corp. 44,100 Shares 363,667 472,311
Gannett Co. Inc. 1,800 Shares 24,754 25,776
General Dynamics Corp. 8,400 Shares 629,605 625,968
General Electric Co. 162,000 Shares 4,042,120 3,055,320
General Mills 1,500 Shares 54,543 55,830
General Motors Co. 14,300 Shares 484,573 434,148
Genesee & Wyo Inc. 4,980 Shares 279,813 292,027
Genpact Ltd. 23,810 Shares 395,378 410,484
Genuine Parts Co. 1,000 Shares 51,769 54,400
Gilead Sciences Inc. 11,200 Shares 477,960 463,792
Glatfeleter Co. 20,850 Shares 270,053 320,673
GNC Holdings Inc. 18,020 Shares 323,327 393,016
Gold Fields Ltd. 99, I 08 Shares 1,308,018 1,445,986
Goldman Sachs Group Inc. 10,100 Shares 1,222,927 1,344,209
Goodrich B.F. 2,000 Shares 122,575 191,000
Google Inc. 5,700 Shares 3,159,775 2,886,366
Grainger W.W. 1,400 Shares 122,212 215,110
Green Mountain Coffee Roasters 9,470 Shares 300,705 845,292
Guess Inc. I 0,810 Shares 469,719 454,669
Guoco Group 11,556 Shares 279,042 281,966
H 1 Heinz Co. 1,000 Shares 53,044 53,280
Hain Celestial Group Inc. 18,875 Shares 484,830 629,670
Halliburton Co. 27,800 Shares 983,306 1,417,800
Hansen Natural Corp. 7,110 Shares 287,366 575,555
Harley Davidson Inc. 15,850 Shares 611,653 649,374
Harman International 500 Shares 22,055 22,785
Harris Corp. 11,670 Shares 530,108 525,850
Hartford Financial Service 32,500 Shares 907,304 857,025
Hasbro Bradley Inc. 2,900 Shares 129,450 127,397
Health Care Reait Inc. 400 Shares 20,661 20,972
Health Mgmt Assoc. 148,930 Shares 1,145,564 1,605,465
Health Net Inc. 34,600 Shares 901,148 I, II 0,314
Healthspring Inc. 7,700 Shares 333,457 355,047
Helmerich & Payne 3,900 Shares 223,002 257,868
Hershey Foods Corp. 700 Shares 33,116 39,795
Hertz Global Holdings Inc. 52,775 Shares 737,661 838,067
Hess Corp. 12,400 Shares 997,831 927,024
Carried forward ............... $163,351,724 $192,584,692
- 32-
(b) Identity of issue, borrower, {c) Description of investment including maturity date,
(d) Cost
(e) Current
J&
lesser or similar Qart:y rate of interest, collateral, Qar, or maturity value Value
Forwarded ................. $163,351,724 $192,584,692
Hewlett-Packard Co. 28,900 Shares 1,279,632 1,051,960
Hexcel Corp. 20,270 Shares 436,068 443,710
Hill-Rom Holdings Inc. 5,440 Shares 198,972 250,458
HJ Heinz Co. 10,200 Shares 452,312 543,456
Home Depot Inc. 45,800 Shares 1,369,564 1,658,876
Home Properties Inc. 18,925 Shares 870,037 1,152,154
Honeywell Inti Inc. 28,300 Shares 1,319,173 1,686,397
Horrnel Foods Corp. 7,600 Shares 188,493 226,556
Host Hotels & Resorts Inc. 3,409 Shares 42,979 57,783
Humana Inc. 700 Shares 31,542 56,378
Huntington Bashares 206,550 Shares 1,443,901 1,354,968
Huntsman Corp. 33,225 Shares 476,298 626,291
lAC/Interactive Corp. 26,700 Shares 549,236 1,019,139
Iconix Brand Group Inc. 25,060 Shares 520,010 606,452
Idacorp Inc. 21,701 Shares 650,650 857,190
Idex Corp. 12,950 Shares 427,462 593,758
Illinois Tool Works 1,200 Shares 66,006 67,788
Incyte Corp. 12,510 Shares 221,452 236,939
Ingersoll-Rand 15,300 Shares 712,459 694,773
Ingram Micro Inc. 57,252 Shares 983,162 1,038,551
Innophos Holdings Inc. 7,000 Shares 295,260 341,600
Intel Corp. 127,500 Shares 2,721,721 2,825,400
Intercontinental Exchange Inc. 5,010 Shares 582,178 624,797
Intercontinental Hotels 19,400 Shares 410,430 400,998
Intergrays Energy Group Inc. 400 Shares 18,829 20,736
International Business Machines 30,100 Shares 3,381,356 5,163,655
Intern'! Flavors & Fragrances 900 Shares 41,190 57,816
Intern'! Paper Co. 800 Shares 24,753 23,856
Interpublic Group 4,800 Shares 51,571 60,000
Intuit Inc. 400 Shares 19,202 20,744
Invesco Ltd. 43,900 Shares 969,121 1,027,260
Iron Mtn Inc. 800 Shares 26,281 27,272
Ishares Russell 2000 Growth 5,440 Shares 483,327 515,984
lTC Holdings Corp. 11,120 Shares 542,264 798,082
IXIA 20,450 Shares 327,378 261,760
J P Morgan Chase & Co. 24,000 Shares I ,015,953 982,560
Jacobs Engr Group Inc. 13,160 Shares 496,302 569,170
Japan Steel Works Ltd. 3,841 Shares 267,617 261,107
Jarden Corp. 29,720 Shares 807,484 1,025,637
Carried forward ............... $188,073,349 $221,816,703
- 33-
(d) Cost
(e) Current
ill
lesser or similar Qarty rate of interest, collateral, 12ar, or maturity value Value
Forwarded 0 $188,073,349 $221,816,703
Jazz Pharmaceuticals Inc. 8,770 Shares 290,486 292,479
JDS Uniphase Corp. 7,800 Shares 102,208 129,948
Johnson & Johnson 44,700 Shares 2,741,152 2,973,444
Johnson Controls Inc. 7,300 Shares 285,859 304,118
Jones Lang LaSalle Inc. 8,190 Shares 694,860 772,317
Joy Global inc. 9,160 Shares 848,779 872,398
JP Morgan Chase & Co. 37,300 Shares 1,666,091 I ,527,062
JSC Rushydro 120,556 Shares 612,325 577,584
Juniper Networks Inc. 10,900 Shares 377,177 343,350
KBR Inc. 29,950 Shares 990,608 1,128,815
Kellogg Co. 1,300 Shares 73,573 71,916
Kennemetal Inc. 31,350 Shares 844,884 1,323,283
Key Energy Services Inc. 45,380 Shares 772,512 816,840
Key corp 156,750 Shares 1,349,687 1,305,727
Kforce Inc. 12,500 Shares 221,923 163,500
Kimberly-Clark Corp. 2,900 Shares 172,763 193,024
Kimco Rlty Corp. 400 Shares 5,715 7,456
Kinross Gold Corp. 109,314 Shares 1,992,717 1,727,161
KLA Instrs Corp. 4,500 Shares 202,218 182,160
Kodiak Oil& Gas Corp. 72,530 Shares 448,736 418,498
Kom Ferry Inti 8,680 Shares 191,047 190,873
Kraft Foods Inc. 40,500 Shares 1,196,997 1,426,815
Kroger Co. 80,886 Shares I ,681,457 2,005,973
L S I Logic Corp. 7,300 Shares 49,750 51,976
Laboratory Corp. Amer Hldgs 1,400 Shares 133,772 135,506
LaSalle Hotel Properties 16,030 Shares 386,012 422,230
Layne Christensen Company 19,197 Shares 545,640 582,437
Lear Corp. 42,274 Shares 1,796,771 2,260,814
Leucadia National Corp. 8,800 Shares 305,461 300,080
Liberty Media-Starz 4,180 Shares 323,034 314,503
Lilly (Eli) & Co. 2,600 Shares 90,546 97,578
Limited Inc. 9,500 Shares 213,174 365,275
Lincoln National Corp. 45,650 Shares 1,194,704 1,300,568
Linear Technology Corp. 700 Shares 23,531 23,114
Lions Gate Entmt Corp. 72,520 Shares 446,638 480,082
Littelfuse Inc. 4,180 Shares 166,583 245,450
LKQ Corporation 17,550 Shares 448,931 457,880
Lockheed Martin Corp. 200 Shares 14,792 16,194
Loews Corp. 24,281 Shares 834,594 1,021,987
Carried forward ............... $212,811,056 $248,647,118
-34-
(d) Cost
(e) Current
J.&
lesser or similar Qart::t rate of interest, collateral, Qar, or maturity value Value
Forwarded 0 0 0. $212,811,056 $248,647,118
Lowes Companies 3,700 Shares 85,307 86,247
LSB Industries 7,670 Shares 227,968 329,196
M & TBank 200 Shares 15,471 17,590
Macy's Inc. 66,065 Shares 1,537,631 1,931,741
Manpower Inc. 2,670 Shares 141,303 143,245
Marathon Oil Corp. 26,200 Shares 1,198,717 1,380,216
Marketaxes Holdings Inc. 10,800 Shares 239,320 270,648
Marriott Inti Inc. 5,020 Shares 50,664 46,137
Marsh & McLennan Co. 40,975 Shares 994,935 1,278,010
Masco Corp. 5,900 Shares 74,210 70,977
Masimo Corp. 33,120 Shares 1,044,466 983,002
Mastercard Inc. 200 Shares 54,719 60,268
Mattei Inc. 800 Shares 17,208 21,992
Maximus Inc. 7,800 Shares 578,583 645,294
McCormick & Co. Inc. 3,400 Shares 157,432 168,538
McDermott Inti Inc. 22,300 Shares 512,014 441,763
McDonald's Corp. 29,900 Shares 1,694,088 2,521 '168
McGraw Hill Companies Inc. 3,200 Shares 122,655 134,112
McKesson Corporation 10,200 Shares 772,442 853,230
Mead Johnson Nutrition Co. 4,800 Shares 243,147 324,240
Meadwestvaco Corp. 24,500 Shares 718,013 816,095
Medco Health Solutions Inc. 1,300 Shares 74,426 73,476
Medicis Pharmaceutical Corp. 11,540 Shares 430,961 440,482
Mednax Inc. 7,670 Shares 564,508 553,697
Medtronic Inc. 13,600 Shares 547,858 524,008
Mens Wearhouse Inc. 20,180 Shares 668,498 680,066
Merck & Co. Inc. 46,094 Shares 1,673,456 1,626,657
Metlife Inc. 27,919 Shares 1,139,749 1,224,807
Metropcs Communications Inc. 59,500 Shares 843,833 1,023,995
Microchip Tech Inc. 16,400 Shares 531,718 621,724
Micron Technology Inc. 32,300 Shares 288,819 241,604
Micros Sys Inc. 7,010 Shares 185,001 348,467
Microsoft Corp. 137,100 Shares 3,864,964 3,564,600
Middleby Corp. 4,990 Shares 404,043 469,260
Monsanto Co. 2,200 Shares 147,067 159,588
Monster Worldwide Inc. 3,500 Shares 50,697 51,310
Motorola Mobility Holdings Inc. 6,500 Shares 177,162 143,260
Motorola Solutions Inc. 2,300 Shares 91,709 105,892
MSC Indl Direct Inc. 9,570 Shares 491,485 634,587
$235,467,303 $273,658,307
- 35-
(d) Cost
(e) Current
ill
lesser or similar 12a!:!Y rate of interest, collateral, 12ar, or maturity value Value
Forwarded 0 0 $235,467,303 $273,658,307
MSCI Inc. 7,900 Shares 271,365 297,672
Mueller Inds Inc. 1,210 Shares 31,880 45,871
Murphy Oil Corp. 3,800 Shares 267,621 249,508
Mylan Laboratories 7,300 Shares 127,226 180,091
Nabors Industries Ltd. 2,000 Shares 52,779 49,280
National Oilwell Varco Inc. 15,700 Shares I ,093,857 1,227,897
Netapp Inc. 12,730 Shares 433,287 671,889
Nettlex Inc. 1,000 Shares 197,490 262,690
Netgear Inc. 17,690 Shares 458,929 773,407
Netlogic Microsystems Inc. 22,330 Shares 709,583 902,578
Newell Rubberrnaid Inc. 7,400 Shares 141,643 116,772
Newfield Expl Co. 1,800 Shares 127,272 122,436
Newmont Mining 800 Shares 46,454 43,176
News Corp. Inc. 8,300 Shares 98,013 146,910
Nexen Inc. 48,240 Shares 1,065,489 1,085,400
Nextera Energy Inc. 2,600 Shares 138,319 149,396
Nicor Inc. 300 Shares 12,468 16,422
Nike Inc. 4,600 Shares 320,827 413,908
Nisource Inc. 45,725 Shares 762,304 925,931
Noble Corporation 2,100 Shares 78,203 82,761
Noble Energy Inc. 200 Shares 18,063 17,926
Noranda Aluminum Holding Corp. 73,925 Shares 881,964 1,119,224
Nordstrom Inc. 23,790 Shares 837,475 1,116,703
Norfolk Southern Corp .. 1,000 Shares 60,341 74,930
Northeast Utilities 7,800 Shares 233,416 274,326
Novagold Resources Inc. 97,728 Shares 687,627 899,098
Novellus Sys Inc. 15,900 Shares 361,490 574,626
Nu Skin Enterprises Inc. 8,900 Shares 223,589 334,195
Nuvasive Inc. 26,600 Shares 883,895 874,608
Nvidia Corp. 26,100 Shares 452,312 415,904
NYSE Euronext 800 Shares 23,592 27,416
Oasis Petroleum Inc. 21,630 Shares 675,001 641,978
Occidental Petroleum Corp. 15,200 Shares 979,115 I ,581,408
Oil States International Inc. 19,845 Shares 931,564 1,585,814
Old Dominion Freight Line Inc. 14,580 Shares 525,298 543,834
Omnicom Group 2,500 Shares 120,301 120,400
Omnivision Technologies 17,410 Shares 465,177 606,042
Oneok Inc. 4,200 Shares 251,296 310,842
Onyx Pharmaceuticals Inc. 7,400 Shares 314,242 261,220
Carried forward ............... $250,828,070 $292,802,796
-36-
(d) Cost
(e) Current
J.&
lesser or similar Qarty rate of interest
2
collateral: Qar, or a t u r i ~ value Value
Forwarded 0 0 0 $250,828,070 $292,802,796
Oracle Corporation 94,800 Shares 1,882,410 3,119,868
O'Reilly Automotive Inc. 2,000 Shares 108,903 131,020
Owens Coming Inc. 18,300 Shares 669,675 683,505
Owens Ill Inc. 15,100 Shares 443,553 389,731
P P G Industries Inc. 3,600 Shares 296,104 326,844
Paccar Inc. 2,400 Shares 124,730 122,616
Pall Corp. 2,000 Shares 113,004 112,460
Parker Hannifin Corp. 6,450 Shares 462,394 578,823
Patterson-UTI Energy Inc. 22,790 Shares 550,891 720,392
Paychex Inc. 7,300 Shares 227,053 224,256
Peabody Energy Corp. 1,200 Shares 73,135 70,692
Penn Nat! Gaming Inc. 17,660 Shares 703,094 712,404
Penney (J.C.) Co. Inc. 6,000 Shares 216,827 207,240
Pentair Inc. 27,650 Shares 1,001,110 1,115,954
Pepco Hldgs Inc. 10,900 Shares 191,008 213,967
Pepsico Inc. 35,625 Shares 2,311,535 2,509,069
Perkinelmer Inc. 20,577 Shares 475,190 553,727
Perrigo Co. 9,510 Shares 614,630 835,644
Petrobras Argentina S.A. 12,985 Shares 220,250 251,519
Petsmart Inc. 12,398 Shares 405,331 562,497
Pfizer Inc. 147,654 Shares 2,813,081 3,041,672
Pharmasset Inc. 4,980 Shares 144,610 558,756
Philip Morris International 18,500 Shares 910,705 1,235,245
Phillips Van Heusen Corp. 14,846 Shares 667,893 971,968
Pier I Imports Inc. 46,825 Shares 517,439 541,765
Pinnacle West Cap Corp. 1,000 Shares 37,851 44,580
Pioneer Nat Res Co. 7,900 Shares 560,224 707,603
Plains Expl & Prodtn Co. 23,644 Shares 829,245 901,310
Plum Creek Timber Co. Inc. 1,200 Shares 48,126 48,648
PNC Financial Services Group 11,700 Shares 421,003 697,437
Polo Ralph Lauren Corp. 800 Shares I 00,553 106,088
Polycom Inc. 10,430 Shares 428,194 670,649
Polyone Corp. 19,800 Shares 153,547 306,306
Polyus Gold 64,243 Shares 1,697,704 2,001,491
Praxair Inc. 3,900 Shares 351,693 422,721
Price Group Inc. 1,500 Shares 96,185 90,510
Priceline Com Inc. 600 Shares 193,794 307,158
Principle Financial Group 1,700 Shares 54,627 51,714
Procter & Gamble Co. 55,200 Shares 3,421,319 3,509,064
Carried forward ............... $275,366,690 $322,459,709
- 37-
(d) Cost
(e) Current
1&
lesser or similar Qar!}: rate of interest
1
collateral
1
Qar
1
Forwarded 0 $275,366,690 $322,459,709
Progress Energy Inc. 400 Shares 18,723 19,204
Progress Software Corp. 43,575 Shares 1,086,007 1,051,465
Progressive Corp. 1,200 Shares 25,049 25,656
Prologis Inc. 669 Shares 24,229 23,977
Prosperity Bancshares Inc. 35,430 Shares 1,361,024 1,552,543
Prudential Fin! Inc. 2,600 Shares 130,940 165,334
Public Service Enterprise 400 Shares 12,654 13,056
QEP Resources Inc. 200 Shares 6,198 8,366
Qualcomm Inc. 40,900 Shares 1,850,901 2,322,711
Quality Systems Inc. 5,130 Shares 349,629 447,849
Quest Diagnostics Inc. 900 Shares 52,830 53,190
Questcor Pharmaceuticals 11,670 Shares 270,306 281,247
Range Res Corp. 15,119 Shares 559,131 839, I 05
Raymond James Finllnc. 56,260 Shares 1,700,091 1,808,759
Red Hat Inc. 5,790 Shares 207,704 265,761
Regions Finl Corp. 400 Shares 2,521 2,480
Reynolds Amem Inc. 4,900 Shares 131,369 181,545
Riverbed Technology Inc. 11,630 Shares 224,414 460,432
Robbins & Myers Inc. 7,210 Shares 326,741 381,049
Robert Half Inti Inc. 1,800 Shares 49,115 48,654
Rockwell Automation Inc. 3,400 Shares 175,320 294,984
Rockwood Holdings Inc. 14,230 Shares 646,465 786,777
Roper Industries Inc. 8,018 Shares 499,717 667,899
Rosetta Resources Inc. 12,470 Shares 526,644 642,704
Ross Stores Inc. 4,200 Shares 271,064 336,504
Rowan Cos. Inc. 5,700 Shares 201,318 221,217
Ryder System Inc. 22,875 Shares 1,133,575 1,300,444
Saic Inc. 52,227 Shares 893,818 878,458
Saint Jude Medical Inc. 500 Shares 23,197 23,840
Salesforce.Com Inc. 1,100 Shares 106,495 163,878
Salix Pharmaceuticals Ltd. 14,710 Shares 549,128 585,899
Sara Lee Corp. 15,100 Shares 233,090 286,749
SBA Communications Corp. 12,700 Shares 394,898 485,013
Scana Corp. 600 Shares 23,952 23,622
Sch1umberger Ltd. 29,034 Shares 2,193,791 2,508,538
Scripps Networks Interactive 300 Shares 12,982 14,664
Seadrill Limited 8,500 Shares 323,736 299,880
Sealed Air Corp. 3,300 Shares 88,259 78,507
Seattle Genetics Inc. 19,440 Shares 299,503 398,909
Carried forward ............... $292,353,218 $342,410,578
-38-
(d) Cost
(e) Current
ill
lesser or similar Qartv rate of interest
2
collateral
2
12ar
2
Forwarded ................. $292,353,218 $342,410,578
Select Comfort Corp. 16,370 Shares 273,856 294,333
Shaw Group Inc. 17,116 Shares 514,103 517,074
Sherwin-Williams Co. 300 Shares 24,667 25,161
Sigma Aldrich Corp. 3,800 Shares 242,357 278,844
Signature Bank 16,000 Shares 562,789 9!5,200
Signet Jewelers Ltd. 36,470 Shares 1,482,266 1,707,161
Silver Standard Resources 31,750 Shares 662,363 847,407
Simon Property Group Inc. 1,809 Shares 144,882 210,260
Sirona Dental Systems Inc. 14,900 Shares 1,010,095 1,162,359
SK Telecom Ltd. 21,890 Shares 752,206 827,269
Skywest Inc. 79,829 Shares 1,067,108 1,202,225
SLM Corp. 48,400 Shares 790,689 813,604
SM Energy Co. 7,710 Shares 564,593 566,531
Smithfield Foods Inc. 31,350 Shares 714,775 685,624
Smucker J M Co. 400 Shares 30,709 30,576
Snap-On Inc. 19,370 Shares 1,090,415 1,210,238
Solzayme Inc. 12,840 Shares 267,561 294,935
Southern Co. 8,200 Shares 300,548 331,116
Spectra Energy Corp. 2,600 Shares 70,899 71,266
Spirit Aerosystems 16,500 Shares 306,661 363,000
St Barbara Mines Ltd. 45,771 Shares 533,046 478,994
Starbucks Corp. 2,800 Shares 77,402 110,572
Starwood Hotels & Resorts 2,100 Shares 101,997 117,684
State Str Corp. 900 Shares 41,344 40,581
Steelcase Inc. 37,810 Shares 410,462 430,656
Stericycle Inc. 2,800 Shares 240,039 249,536
Stifel Financial Corp. 15,375 Shares 648,144 551,347
Stryker Corp. 800 Shares 46,632 46,952
Successfacttors Inc. 1,390 Shares 42,994 40,866
Sumitomo Mitsui Tr 185,031 Shares 675,853 639,282
Summit Hotel Properties Inc. 40,500 Shares 395,541 459,675
Sunoco Inc. 4,000 Shares 147,981 166,840
Superior Energy Svcs Inc. 16,500 Shares 552,854 612,810
SVB Financial Group 7,000 Shares 403,015 417,970
Swift Energy Co. 21,840 Shares 735, !55 813,977
SXC Health Solutions 22,330 Shares 687,494 1,315,684
Symantec Corp. 1,200 Shares 23,360 23,664
Synopsys Inc. 17,940 Shares 413,921 461,237
Syntel Inc. 4,850 Shares 270,008 286,732
Carried forward ............... $309,674,002 $362,029,820
-39-
(d) Cost
(e) Current
ill
lesser or similar Qarty rate of interest
2
collateral
2
Qar
2
Forwarded 0 0 0 0 0 $309,674,002 $362,029,820
T J X Companies Inc. 300 Shares 12,788 15,759
Taleo Corp. 24,510 Shares 766,031 907,605
Target Corp. 10,100 Shares 464,240 473,791
TO Ameritrade Holding Corp. 25,900 Shares 469,625 505,309
Tech Data Corp. 14,048 Shares 543,623 686,807
Teco Energy Inc. 1,400 Shares 21,101 26,446
Telsa Motors Inc. 7,620 Shares 220,015 221,971
Telus Corporation 18,887 Shares 562,956 993,456
Teradata Corp. 11,190 Shares 410,727 689,892
Teradyne Inc. 32,500 Shares 321,757 481,000
Terex Corp. 14,240 Shares 443,043 405,128
Tesco Corp. 16,730 Shares 313,233 324,729
Tesoro Pete Corp. 24,084 Shares 375,108 551,764
Texas Capital Bancshares Inc. 18,260 Shares 452,079 471,656
Texas Instruments Inc. 24,000 Shares 698,787 787,920
The Charles Schwab Corporation 1,400 Shares 22,220 23,030
Thermo Fisher Scientific Inc. 7,450 Shares 345,961 479,706
Thervance Inc. 10,970 Shares 267,786 243,644
Thomas & Betts Corp. 9,720 Shares 557,362 523,422
Thoratec Corp. 8,220 Shares 259,942 269,780
Tibco Software Inc. 13,180 Shares 174,519 382,484
Tiffany & Co. 1,300 Shares 84,729 102,076
Time Warner Cable Inc. 2,100 Shares 112,594 163,884
Time Warner Inc. 23,966 Shares 876,295 871,643
Timken Co. 34,845 Shares 1,755,713 1,756,188
TJX Companies Inc. 11,800 Shares 585,995 619,854
Torchmark Corp. 2,100 Shares 120,643 134,694
Total System Services Inc. 1,200 Shares 21,440 22,296
Tractor Supply Co. 13,310 Shares 474,691 890,173
Travelers Companies Inc. 6,500 Shares 320,374 379,470
Treehouse Foods Inc. 4,760 Shares 155,713 259,944
Trimble Navagation Ltd. 9,750 Shares 296,350 386,490
Trinity Ind Inc. 8,550 Shares 288,722 298,224
Triquint Semiconductor Inc. 6,110 Shares 71,859 62,261
Triumph Group Inc. 10,795 Shares 919,647 1,074,967
Turkcell Iletisim Hizmet 39,084 Shares 547,661 529,588
Tyco International Ltd. 19,600 Shares 882,863 968,828
Tyson Food Inc. 41,964 Shares 539,439 814,941
Ulta Salon Cosmetics & Fragrance 6,980 Shares 238,589 450,768
Carried forward ............... $325,670,222 $381,281,408
-40-
(d) Cost
(e) Current
J&.
lesser or similar Qarty rate of interest, collateral, Qar, or maturity value Value
Forwarded 0 0 $325,670,222 $381,281,408
UMB Financial Corp. 9,540 Shares 395,616 399,535
Under Armour Inc. 4,370 Shares 296,637 337,845
Union Pacific Corp. 7,600 Shares 557,884 793,440
Unit Corp. 5,880 Shares 290,110 358,268
United Parcel Service Inc. 12,500 Shares 750,750 911,625
United Stationers Inc. 18,950 Shares 528,139 671,399
United Sts Stl Corp. 5,500 Shares 253,426 253,220
United Technologies Corp. 8,200 Shares 485,773 725,782
United Therapeutics Corp. 8,460 Shares 439,395 466,146
UnitedHealth Group Inc. 19,700 Shares 630,960 1,016,126
US Airways Group Inc. 41,800 Shares 296,520 372,438
US Bancorp 34,400 Shares 620,295 852,034
V.F. Corp. 4,400 Shares 308,134 477,664
Valero Refng & Marketing Co. 3,800 Shares 88,332 97,166
Valueclick Inc. 54,250 Shares 873,723 900,550
Varian Med Sys Inc. 4,300 Shares 248,885 301,086
Veeco Instrs Inc. 4,800 Shares 242,193 232,368
Ventas Inc. 200 Shares 7,881 10,542
Verisign Inc. 6,000 Shares 194,946 200,760
Verisk Analytics Inc. 25,060 Shares 848,912 867,577
Verizon Communications Inc. 44,500 Shares 1,469,750 1,656,735
Viacom Inc. 6,700 Shares 208,613 341,700
Viropharma Inc. 21,630 Shares 413,625 400,155
Visa Inc. 200 Shares 17,102 16,852
Vistaprint I 1,700 Shares 461,720 559,845
Visteon Corp. 4,400 Shares 292,839 301,004
Vitamin Shoppe Inc. 9,400 Shares 253,841 430,144
Volcano Corp. 17,030 Shares 300,360 549,899
Wabco Holdings Inc. 11,900 Shares 637,175 821,814
W a! green Co. 23,000 Shares 980,182 976,580
Wal-Mart Stores Inc. 24,600 Shares 1,238,183 1,307,244
Walter Energy Incorporated 9,550 Shares 1,245,714 1,105,890
Wamaco Group Inc. 4,590 Shares 172,933 239,827
Washington Post 100 Shares 41,414 41,895
Waste Connections Inc. 13,860 Shares 324,839 439,778
Waters Corp. 100 Shares 6,465 9,574
Watson Pharmaceuticals Inc. 1,900 Shares 79,633 130,587
Weight Watchers Inti Inc. 5,900 Shares 392,041 445,273
Wellpoint Inc. 1,700 Shares 94,260 133,909
Carried forward ............... $342,659,422 $401,435,684
-41 -
(d) Cost
(e) Current
ill
Forwarded 0 $342,659,422 $401,435,684
Wells Fargo & Co. 80,100 Shares 1,959,644 2,247,606
West Japan Railway 15,748 Shares 620,983 612,298
Western Digital Corp. 39,472 Shares 1,341,683 1,437,810
Western Refining Inc. 61,925 Shares 960,574 1,118,985
Western Union Co. 12,700 Shares 266,832 254,381
Weyerhaeuser Co. 12,000 Shares 253,328 262,320
Whirlpool Corp. 5,300 Shares 405,603 430,996
Whole Foods Mkt Inc. 9,640 Shares 310,095 611,658
Williams Cos. 3,100 Shares 92,452 93,775
Williams Sonoma Inc. 41,685 Shares 1,317,588 1,521,085
Windstream Corp. 11,900 Shares 144,214 154,225
Wisconsin Energy Corp. 6,300 Shares 177,970 197,505
Wolverine World Wide 11,130 Shares 322,906 464,678
Wright Express Corp. 14,880 Shares 764,381 774,802
Wyndham Worldwide Corp. 16,650 Shares 280,419 560,273
Wynn Resorts Ltd. 1,600 Shares 154,091 229,664
Xcel Energy Inc. 4,400 Shares 103,018 106,920
XL Group 44,400 Shares 852,446 975,912
Yum Brands Inc. 10,000 Shares 485,012 552,400
Zimmer Hldgs Inc. 12,415 Shares 609,977 784,628
Zumiez Inc. 20,460 Shares 516,180 510,887
Total $354,598,818 $415,338,492
-42-
SCHEDULE H. LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SCHEDULE OF INVESTMENT IN MUTUAL & PRIVATE FUNDS
JUNE 30, 2011
(a)
(b) Identity of issue, borrower, (c) Description of investment including maturity date, rate of interest,
(d) Cost
(e) Current
lessor or similar party collateral, par, or maturity value Value
Mutual Funds:
Pacific Investment
Management Company 7,702,682.018 Shares PIMCO All Asset Inst. Fund $ 92,870,492 $ 95,898,391
Loomis Sayles 9,548,454.290 Shares LS MultiSector Full Discretion Fund 31,766,207 47,926,746
Loomis Sayles 38,039.704 Shares LS Cayman Leveraged Senior Fund 30,727,855 39,815,823
Wells Fargo 6,701,889.928 Shares Global Tactical Asset Allocation Fund 65,042,968 64,559,976
Trust Company of the West TCW Capital Trust Mutual Funds 56,706,037 58,102,240
$277,113,559 $306,303,176
Private Funds:
Wellington Trust Co. 6,792,673.057 Shares CIF Opportunistic Invest. Allocation Fund $ 56,636,076 $ 79,066,714
PanAgora Asset Management 626,166.056 Shares PanAgora Risk Parity Trust 65,202,283 84,288,008
Siguler Guff & Company, LLC 10.638441% Ownership Siguler GuffDistressed Opportunities
Fund III (P), LP 23,037,189 28,663,727
North Sky Cap
(Piper Jaffray & Company) Investment in CleanTech Alliance Fund, LP 6,240,000 5,840,379
$151,115,548 $197,858,828
-43-
SCHEDULE OF INVESTMENT IN PASADENA GATEWAY VILLAS,
RAYMOND HILL CORPORATION AND SUBSIDIARIES
(b) Identity of issue, borrower,
(a)
lessor or similar party
JUNE 30, 20 Il
(d) Cost
(e) Current
Value
Pasadena Gateway Villas,
Raymond Hill Corporation
And Subsidiaries $ 6,226,946 $ 6,226,946
$ 6,226,946 $ 6,226,946
-44-
(a)
SCHEDULE H. LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SCHEDULE OF REAL ESTATE OWNED
or similar party
Office Buildings:
141 S. Lake
Raymond-Corson Building
Lake Corson Building
Esters Business Center, Bldg. A
Esters Business Center, Bldg. B
Washington Court Hotel
Sheraton Grand Hotel
Industrial Properties:
Vintage Park East Building A
Vintage Park East Building B
Vintage Park East Building C
Vintage Park East Building D
Vintage Park East Building F
JUNE 30, 20 II
(c) Description of investment including
marurity date, rate of interest, collasteral,
Real estate - 22,802 square feet
Real estate- 86,487 square feet
Real estate - 77,877 square feet
Dallas, Texas
Real estate - I 00,800 square feet
Dallas, Texas
Real estate - 268 rooms
Washington, D.C.
Real estate - 300 rooms
Irving, Texas
Fontana, California
Fontana, California
Fontana, California
Real estate - 310, I 00 sq. ft.
Fontana, California
Fontana, California
-45-
(d) Cost
$ 5,134,926
22,535,484
55,158,884
10,718,843
16,309,862
38,436,295
27,390,550
10,090,946
23,151,653
18,394,464
13,523,253
12,193,102
(e) Current Value
$ 6,500,000
19,200,000
47,500,000
7,250,000
9,300,000
67,800,000
16,600,000
15,200,000
26,000,000
17,440,000
17,650,000
18,000,000
(a)
(b) Identity of issue, borrower, lessor (c) Description of investment including
(d) Cost (e) Current Value
or similar party marurity date, rate of interest, collasteral,
Vintage Park East Building H Real estate- 154,760 square feet $ 6,369,731 $ 9,600,000
Fontana, California
Vintage Park East Building I Real estate - 182,960 square feet 10,312,831 10,660,000
Fontana, California
Vintage Park East Building J Real estate- 165,300 square feet 10,339,163 11,600,000
Fontana, California
Vintage Park East Building K Real estate - 198,900 square feet 8,409,209 11,600,000
Fontana, California
Vintage Park East Building L Real Estate - 231,600 square feet 10,938,285 13,700,000
Fontana, California
Columbia Center Building A Real estate- 137,840 square feet 12,867,800 10,600,000
Fontana, California
Columbia Center Building B ' Real estate - 226,230 square feet 26,239,136 11,000,000
Fontana, California
Columbia Center Building C Real estate- 202,805 square feet 9,679,858 6,900,000
Fontana, California
Columbia Center Building D Real estate- 79,416 square feet 10,240,729 4,200,000
Fontana, California
Columbia Center Building E Real estate - 112,341 square feet 13,792,409 5,600,000
Fontana, California
Golden Triangle Building A Real estate- 201,210 square feet 9,916,465 8,600,000
Fontana, California
Golden Triangle Building B Real estate- 174,977 square feet 18,050,546 7,000,000
Fontana, California
Golden Triangle Building C Real estate- 218,298 square feet 19,239,358 8,500,000
Fontana, California
Golden Triangle Building D Real estate- 393,740 square feet 19,998,053 15,000,000
Fontana, California
Golden Triangle Building E Real estate- 214,030 square feet 12,116,564 8,600,000
Fontana, California
Golden Triangle Building F Real estate- 108,507 square feet 16,136,232 3,600,000
Fontana, California
Golden Triangle Building G Real estate - 78,920 square feet 12,738,510 3,600,000
Fontana, California
Golden Triangle Building H Real estate - 284,000 square feet 18,176,230 13,000,000
Fontana, California
Golden Triangle Building I Real estate- 232,500 square feet 14,758,972 10,400,000
Fontana, California
Golden Triangle Building L Real estate- 253,420 square feet 16,996,102 10,300,000
Fontana, California
Golden Triangle Building M Real estate - 241,600 square feet 13,184,782 9,900,000
Fontana, California
-46-
(a)
or similar party
Golden Triangle Building Z
Land Parcels:
Columbia Business Park
Esters Road, Park Air Express
Esters Road
Golden Triangle Industrial Park
Monterey Views
Other investments:
Pasadena Gateway Villas
River Oaks Mobile Home Park
VaJley Vista Mobile Home Park
Total
(c) Description of investment including
marurity date, rate of interest, coJlasteral,
North Las Vegas, Nevada
Real estate- 76.76 acres
Riverside, California
Real estate
Real estate- 8.55 Industrial Acres
DaJlas, Texas
Real estate- 133.13 acres
North Las Vegas, Nevada
Real estate - 4 parcels - 4.03 acres
Monterey Park, California
Real estate - 140 Unit Apartment Complex
Real estate - 306 spaces
Las Vegas, Nevada
Real estate - 303 spaces
Las Vegas, Nevada
-47-
(d) Cost (e) Current Value
$ 9,227,385 $ 6,700,000
18,330,624 20,300,000
15,205,331 5,800,000
1,658,686 2,250,000
14,381,380 21,900,000
704,539 300,000
30,024,287 40,000,000
9,097,727 14,300,000
10,589,666 14,000,000
$ 652,758,851 $ 587,950,000
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04-13-2012
FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
FINANCIAL STATEMENTS
JUNE 30.2011 AND 2010
Description
Index
Independent Auditors' Report
Statements of net assets available for benefits
at June 30,2011 and 2010
Statements of changes in net assets available for benefits
for years ended June 30, 2011 and 2010
Statement of accumulated plan benefits at June 30, 2010
Statement of changes in accumulated plan benefits
for year ended June 30, 2010
Notes to financial statements
Schedules of assets held for investment purposes at June 30,
2011 and 2010
Other Financial Information
Schedules of net income from commercial real estate
rentals for years ended June 30, 2011 and 2010
Schedule of short-term investments and money market
funds at June 30, 2011
Schedule of obligations of U.S. Government and Federal
Agencies at June 30, 2011
Schedule of corporate obligations at June 30, 2011
Schedule of corporate stocks at June 30, 2011
Schedule of investments in mutual and private funds
at June 30, 2011
Schedule of investment in Pasadena Gateway Villas, and Raymond
Hill Corporation and Subsidiary at June 30, 2011
Schedule of real estate owned at June 30, 2011
Schedule oftransactions or series of transactions in excess
of 5% of the current value of plan assets at June 30, 2011
- 1 -
Page Number
2
3
4
5
6
7- 14
16
17
18
19-20
21-24
25-42
43
44
45-47
48
BERNARD KorKIN & CoMPANY LLP
ANGELO T. NICODEMO, C.P.A.
SALVATORE J. PORTARO. C.P.A.
VINCENT P. ROGERS, C.P.A.
BERNARD KOTKIN, C.P.A.- FOUNDER
Board of Trustees
Operating Engineers Pension Trust
533 SOUTH FREMONT AVENUE, SUITE 802
LOS ANGELES, CALIFORNIA 90071
TEl-EPHONE (213) 892-9090
TELEFAX (213) 892-9099
INDEPENDENT AUDITORS' REPORT
MEMBERS
AMERICAN INSTITUTE OF
THE CALIFORNIA SOCIETY
OF CE:RTIFIEO PUBLIC ACCOUNTANTS
We have audited the accompanying statements of net assets available for benefits of OPERATING ENGINEERS
PENSION TRUST as of June 30, 2011 and 2010, the related statements of changes in net assets available for benefits
for the years then ended, the statement of accumulated plan benefits as of June 30, 2010 and the related statement
of changes in accumulated plan benefits for the year then ended. These financial statements are the responsibility
of the Trust's management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, information regarding
Operating Engineers Pension Trust's net assets available for benefits as of June 30, 2011, and changes therein for the
year then ended and its financial status as of June 30, 2010, and changes therein for the year then ended in conformity
with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.
The supplemental schedules of net income from commercial real estate rentals, short-term investments and money
market funds, obligations ofU .S. Government and Federal Agencies, corporate obligations, corporate stocks, mutual
and private funds, Pasadena Gateway Villas and Raymond Hill Corporation, real estate owned, and transactions or
series of transactions in excess of 5 percent of the current value of plan assets at June 30, 2011, are presented for
the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary
information required by the Employee Retirement Income Security Act of 1974. These supplemental schedules are
the responsibility of the Trust Fund's management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits ofthe basic financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Los Angeles, California
November 7, 2011
Certified Public Accountants
- 2 -
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2011 AND 2010
Assets:
Funds and investments held under custodian agreement
at current value (including securities on loan of
$9,115,893 and $38,437,344 at June 30,2011
and 2010, respectively) (Note 2 and page 16)
Cash on hand and in checking accounts
Receivables -
Contributions from employers (Note 2)
Interest and dividend
Rents, tenant loans and miscellaneous
Collateral held under securities lending agreement (Note 12)
Total receivables
Other assets -
Deferred lease expense, lease acquisition
costs and prepaid expenses - net of
accumulated amortization
Tenant and building improvements- net of
accumulated amortization of $294,584
in 2011 and $287,917 in 2010
Rental property furnishings and equipment - net of
accumulated depreciation of$756,095 in 2011
and $697,876 in 2010
Investment in Operating Engineers Funds, Inc. (Note 9)
Total other assets
Total assets
Liabilities:
Checking accounts - drafts outstanding
Accounts payable
Accounts payable - Operating Engineers Funds, Inc.
Deferred income, rents and security deposits
Note payable, secured by property located in Fontana, California
Due to broker for securities purchased
Liability to return collateral held under securities
lending agreement (Note 12)
Total liabilities
Net assets available for benefits
2011
$ 1,730,529,954
2.058,881
8,689,897
1,276,308
5,408,199
9,310,214
24,684,618
1,968,514
156,672
529,583
825,041
3.479.810
1,760,753,263
3,215,818
1,391,075
1,864,413
50,000,000
37,001
9,310.214
65,818,521
$ 1,694,934,742
The accompanying notes are an integral part of these financial statements.
- 3-
2010
$ 1.539,320,510
2.156,873
7,545,733
1,654,027
3,249,495
39,668.101
52,117,356
2,498,451
163,339
581,929
969.288
4.213.007
1,597,807,746
49,247
2,919,904
1,373,637
2,302,365
1,839,139
39,668.101
48,152,393
$ 1,549,655,353
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30,2011 AND 2010
Additions to Plan:
Employer payments -
Contributions from employers, net of refunds
Interest on delinquent contributions
Total employer payments
Investment income -
Interest and discount earned
Dividend income
Net income from real estate rentals
Net income from operations of Raymond Hill
Corporation & Subsidiaries
Net income from Limited Partnership
Net gain on investments sold (Note 6)
Total investment income
Investment expenses -
Investment advisor and consulting fees
Investment advisory and management - real estate
Service fees and other investment expenses
Interest expense on note payable
Total investment expenses
Income from investments
Unrealized appreciation in current value
of investments held (Note 6)
Net income from investments
Other income
Total additions to Plan
Deductions from Plan:
Pension benefits provided
Administrative services from Operating Engineers
Funds, Inc. (Note 11)
Plan termination insurance premiums
Total deductions from Plan
Net increase to Plan for year
Net assets available for benefits:
Balance at beginning of year
Balance at end of year
2011
$ 85,840,985
13 077
85,854,062
9,715,214
12,822,875
21,707,505
5,067,225
1,277,158
116,088,506
166,678,483
5,473,222
2,680,893
1,941,812
706.167
10,802,094
155,876,389
119,592.415
275,468,804
511747
361.834,613
207,824,515
8,365,930
364 779
216,555,224
145,279,389
1,549,655,353
$ 1,694,934,742
- 4-
2010
$ 88,063,809
43 741
88,107,550
8,049,271
14,879,684
20,205,864
3,417,412
269,087
29,046,310
75,867,628
4,507,450
2,459,702
2,211,283
9,178,435
66,689,193
101.447,562
168.136,755
1,063,328
257,307,633
194,911,146
10,017,980
397 548
205,326,674
51,980,959
1,497,674,394
$ 1,549,655,353
STATEMENT OF ACCUMULATED PLAN BENEFITS
JUNE 30, 2010
Actuarial present value of accumulated
plan benefits: (Note 5)
Vested benefits -
Participants currently receiving payments
Other vested benefits
Total vested benefits
Non-vested benefits
Total actuarial present value of accumulated Plan benefits
- 5-
$ 1,540,803,128
1,146,362,119
2,687,165,247
54,280,483
$ 2,741,445,730
STATEMENT OF CHANGES IN ACCUMULATED PLAN BENEFITS
YEAR ENDED JUNE 30,2010
Changes in present value of accumulated plan benefits:
Actuarial present value of accumulated plan
benefits at July 1, 2009
Increase (decrease) during Plan year
attributable to:
Benefits accumulated, liability gain or loss,
changes in data
Benefits paid
Interest
Net increase
Actuarial present value of accumulated plan
benefits at June 30, 2010 (Note 5)
$ 48,590,251
(194,911,146)
194,106,262
- 6 -
$ 2,693,660,363
47,785,367
$2,741,445,730
Notes to Financial Statements
June 30, 2011 and 2010
Note 1: Plan description:
The Operating Engineers Pension Trust ("The Plan") is a pension benefit plan established by I.U.O.E.,
Local #12 and participating employers through collective bargaining. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility and benefits - '
A regular pension is payable for life to a retiree who retires at age 62 or over and who has acquired
at least six pension credits or worked at least 6,000 hours for which contributions have been made to
the Plan (three pension credits or 3,000 hours if accumulated prior to July 1, 1978). In years ending
June 30, 2011 and 2010, the monthly amount of a regular pension is $8.00 per year of prior service
credit (before June 1, 1960) plus pension credits of up to $58. Other benefits provided include early
retirement, service, disability, pro-rata, husband-and-wife pensions, a surviving spouse annuity and
death benefits before and after retirement. Effective July 1, 1998, the retirement age for an Early
Pension is lowered from age 52 to 45.
In the event an active participant dies before retirement, a lump sum death benefit equal to $250 for
each pension credit accumulated by the participant up to a maximum of $2,500 will be paid to his
designated beneficiary. However, in no event will the lump sum benefit be less than $1,000. In
addition, benefits will be paid in the form of either a husband and wife pension or the guaranteed
payments. If a retired participant who is not receiving a husband and wife pension dies before
receiving 120 monthly pension payments, the monthly payment will be continued to his spouse until
a total of 120 monthly payments have been made.
Vested rights are provided for participants who (a) have at least three pension credits or worked at
least 3,000 hours under the Plan prior to July 1, 1978, or (b) has at least six pension credits or worked
at least 6,000 hours prior to July 1, 1980, or (c) has at least ten pension credits or worked at least
10,000 hours under the Plan. Effective July 1, 1999, vesting occurs if participant has earned at least
5 years of service, or (d) has attained normal retirement age.
Contributions -
For years ended June 30, 2011 and 2010, contributions were received from employers, generally, at
a rate of $5.55 per hour worked by covered employees.
Note 2: Summary of significant accounting policies:
Basis of accounting -
The accompanying financial statements are prepared on the accrual basis of accounting.
Use of estimates-
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets,
liabilities and changes therein, disclosure of contingent assets and liabilities, and the actuarial present
value of accumulated plan benefits at the date of the financial statements. Actual results could differ
from these estimates.
Investment Valuation and Income Recognition -
The Plan investments are presented at fair value in the accompanying statements of net assets
available for benefits. Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date. See Note
5 for discussion of fair value measurements.
- 7-
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on
the accrual basis. Dividend income is recorded on the ex-dividend date. Other investment income
is recorded as earned on the accrual basis.
Net gain (loss) on investments consists of the Trust's realized gains or losses, and the unrealized
appreciation (depreciation) on investments consist of gains or losses on investments held.
Rental property furnishings and equipment are depreciated from five to seven years, using the straight-
line method. Tenant improvements, lease acquisition costs and deferred lease expenses are amortized
over the term of the applicable tenant leases.
Contributions receivable -
Contributions receivable represent the total of amounts received subsequent to June 30 for hours
worked during June and prior months. The Trust Agreement provides for liquidated damages against
employers who are delinquent in filing reports and remitting contributions. However, it is the
accounting policy of the trust to record such items as income only as collected.
Subsequent events -
The Plan has evaluated subsequent events through November 7, 2011, the date the financial statements
were available to be issued.
Note 3: Funding status:
The Plan's actuary has determined that the Plan is considered to be in critical status. The Plan is
required to adopt a rehabilitation plan aimed at restoring the financial health of the plan. Based on
reasonable assumptions, the Plan is expected to emerge from critical status by the plan year beginning
July 1, 2023. The Trustees recognize the possibility that actual experience could be less favorable than
the reasonable assumptions. Therefore, the Trustees are establishing annual standards to reflect possible
actuarial losses and still keep the Plan on target to emerge from critical status by the end of the
rehabilitation period.
Note 4: Termination:
The Plan is intended to be permanent. However, the Plan provides that in the event of termination,
the assets then remaining in the Plan, after providing for any administrative expenses shall be
allocated among the retired employees, beneficiaries and participants, in the following order:
(1) Benefits payable as a pension at the beginning of the three-year period ending
on the termination date or those benefits that would have been in pay status
during that time had the participant chosen to retire. The lowest pension in pay
status during the three-year period shall be considered the pension in pay status
for such period.
(2) Other benefits (if any) of individuals under the Plan guaranteed under
Title IV ofERISA.
(3) All other vested benefits under the Plan.
( 4) All other benefits under the Plan.
In addition, certain benefits under the Plan are insured by the Pension Benefit Guaranty Corporation
(PBGC) if the Plan terminates. The PBGC guarantees most vested benefits at the level in effect on
the termination date, subject to statutory limitations.
Note 5: Actuarial present value of accumulated Plan benefits:
Accumulated Plan benefits are the estimated future periodic payments attributable to pension credits
earned by participants through the valuation date of July 1, 2010.
- 8 -
The actuarial present value of accumulated Plan benefits is determined by the Actuaries, The Segal
Company, and is that amount that results from applying actuarial assumptions to adjust the accumulated
Plan benefits to reflect the time value of money (through discounts for interest) and the probability of
payment (by means of decrements such as for death, disability, withdrawal or retirement) between the
valuation date and the expected date of payment.
The significant assumptions used in the actuarial valuations as of July 1, 2010 were as follows:
Mortality rates:
Healthy:
Disabled:
Termination rates
before retirement:
Retirement rates:
Description of weighted
average retirement age:
Retirement age of inactive
vested participants:
Future benefit accruals:
RP-2000 combined Healthy Blue Collar Mortality
Table.
RP-2000 Male Disabled Mortality Table.
Mortality
Rate%
Disability Withdrawal
Age Male Female
20 0.03 0.02 0.09 14.19
25 0.04 0.02 0.13 17.14
30 0.07 0.03 0.17 13.58
35 0.11 0.05 0.22 11.02
40 0.14 0.09 0.33 10.35
45 0.18 0.14 0.54 9.47
50 0.24 0.20 0.91 8.90
55 0.42 0.28 1.51 7.82
60 0.83 0.49 2.44 7.84
*Withdrawal rates cut out at early retirement age.
Achievement Probabilities are as follows:
Age at entry
45-54
55- 59
60-61
62
63-64
65
66-69
70
Percent retiring
1%
3
20
50
20
50
20
100
61, determined as follows: The weighted average retirement
age for each participant is calculated as the sum of the
product of each potential retirement age times the retirement
rate at that age, assuming no other decrements.
Age 60 if 30,000 hours for which contributions have been
made to the Plan and credit for work in at least 30 plan years;
age 62 if 6,000 hours for which contributions have been made
to the Plan; otherwise age 65.
1,800 hours per active employees.
- 9 -
Unknown data for
participants:
Definition of active
participants:
Exclusion of Inactive
vesteds:
Reciprocal agreements:
Percent married:
Age of spouse:
Benefit election:
Net investment return:
Annual administrative expenses:
Actuarial value of
assets:
Actuarial cost method:
Note 6: Investments:
Same as those exhibited by participants with similar
known characteristics. If not specified, participants
are assumed to be male.
Active participants are defined as those with at least
300 hours in the most recent plan year and who have
accumulated at least one-half pension credit, excluding
those who have retied as of the valuation date.
Inactive participants over age 70 are excluded from
the valuation.
Active life retirement and disabilities costs are loaded by
0.5% to reflect the cost of reciprocal agreements.
75%
Females 4 years younger than males.
All participants are assumed to elect the 120 months
guaranteed payments form of payment.
7.50%
$9,000,000, payable monthly, for the year beginning
July 1, 2010 (equivalent to $8,656,126 payable at the
beginning of the year).
The market value of assets less unrecognized returns
in each of the last three years. Unrecognized return
is equal to the difference between the actual market
return and the projected return on the market value,
and is amortized over a three-year period. The
actuarial value is further adjusted, if necessary,
to be within 20% of the market value.
Unit credit actuarial cost method. Normal cost and actuarial
accrued liability are calculated on an individual basis and are
allocated by service.
During fiscal years 2011 and 2010 the current value of Plan investments (including investments bought
and sold, as well as held, during the year) appreciated (depreciated) as follows:
2011 2010
Net gain (loss) on investments sold-
Obligations of United States and Federal
agencies $ 479,964 $ 623,785
Corporate obligations 5,181,793 3,195,066
Corporate stocks and future contracts 52,197,716 20,261,462
Real estate 1,023,574
Funds invested with registered investment
companies 58,229,033 3,942,423
Net gain on investments sold $ 116,088,506 $ 29,046,310
- 10-
Unrealized appreciation (depreciation) on
investments held -
Investments at current value as determined
by quoted market price:
Obligations of United States and Federal
agencies
Corporate obligations
Corporate stocks
Funds invested with registered investment
companies
Investments at estimated current value:
Real estate
Funds invested with private investment
companies
Net unrealized appreciation on
investments held
Net appreciation in current value
of investments
2011 2010
$( 52,674) $ 435,072
( 1,185,749) 7,776,102
79,062,224 14,143,207
( 22.265,403) 70,875,047
55,558,398 93,229,428
$ 39,339,684 $ ( 9,304,234)
24,694,333 17,522,368
64,034,017 8,218,134
$ 119,592.415 $ 101,447,562
$ 235,680,921 $ 130,493,872
The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
PIMCO - All Asset Fund
Loomis Sayles - Multisector Full Discretion Fund
Note 7: Fair value measurement:
2011
$ 95,898,391
2010
$ 80,396,341
114,676,936
Financial Accounting Standards Board (F ASB) Accounting Standards Codification (ASC) 820, Fair
Value Measurements and Disclosures, establishes a framework for measuring fair value. That
framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable
inputs (level3 measurements). The three levels ofthe fair value hierarchy under FASB ASC 820 are
described as follows:
Level I - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or
liabilities in active markets that the plan has the ability to access.
Level 2 - Inputs to the valuation methodology include:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in inactive markets;
Inputs other than quoted prices that are observable for the asset or liability;
Inputs that are derived principally from or corroborated by observable market data by
correlation or other means.
If the asset or liability has a specified (contractual) term, the level 2 input must be
observable for substantially the full term of the asset or liability.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
- 11 -
The asset or liability's fair value measurement level within the fair value hierarchy is based on the
lowest level of any input that is significant to the fair value measurement. Valuation techniques used
need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets at fair value. There have been
no changes in the methodologies used to June 30,2011 and 2010.
Money Market Portfolio - valued using amortized cost which approximates fair value.
Mutua/funds are carried at net asset value of the shares held based on the closing price reported at
year end.
Corporate bonds, obligations of U.S. and other governmental securities and short-term investments
are valued based on a quoted price reported in the active market in which the securities are traded or
priced from a matrix.
Common stocks are valued based on quoted market prices at year end.
Private funds, including group trusts and investment entities, are carried at net asset value of the
shares held by the Plan at year end, which are based on the fair value ofthe underlying securities and
bonds. Partnerships and other investments for which observable market prices in active markets do
not exist are reported at fair value, as determined in good faith by the general partners.
Real estate is carried at fair value as determined by formal appraisals. The properties are appraised
utilizing the income approach (the discounted cash flow method), the sales comparison approach
(recent sales of comparable real estate), and the cost approach (current cost of reproducing the real
estate less deterioration and functional and economic obsolescence),
The investment in Pasadena Gateway Villas represents the net advances and income to the operating
entity, and excludes the cost of land and building which is shown on the schedule of real estate owned.
The investment in Raymond Hill Corporation and Subsidiary represents the book value in the
operating entity of Sheraton Grand Hotel, less furniture, fixtures and equipment (FF&E), the net
operating assets of Washington Court Hotel and equity in Park Air Express. The investment in land
and building of Washington Court Hotel and land, building, and FF&E of Sheraton Grand Hotel is
held separately by the Plan, which is shown on the schedule of real estate owned. For year ended
December 31, 2010, the financial statements of Sheraton Grand Hotel set forth gross revenues of
$11,263,822 and net loss of $1,313,198. Additionally, the Plan received rental income from
Washington Court Hotel of$3,447,748.
The preceding methods may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, although the trust believes its
valuation methods are appropriate and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result
in a different fair value measurement at the reporting date.
- 12-
The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value
as of June 30, 2011 and 2010:
Assets at Fair Value as of June 30, 2011
Investment Total Level l Level2 Level3
Cash and money market
investments $
122,149,639 $ 7,514,140 $ 114,635,499 $
Mutual funds
U.S. and other government
securities
Corporate obligations
Corporate stocks
Private funds
Investment in Pasadena
Gateway Villas,
Raymond Hill Corp.
& subsidiaries
Real estate owned
Total
306,303,176
34,763,679
59,939,194
415,338,492
197,858,828
6,226,946
587,950,000
306,303,176
34,763,679
59,939,194
415,338,492
197,85 8,828
6,226,946
587,950,000
$ 1.730,529,954 $ 729,155,808 $209,338.372 $ 792,035,774
The following table sets forth a summary of changes in the fair value of the Plan's Level 3
investments for the year ended June 30, 2011:
Investment in
Pasadena
Gateway Villas,
Raymond Hill Real Estate
Total Private Funds Comoration Owned
Balance, beginning of year $ 677,379,897 $ 134,879,402 $ 3,876,921 $ 538,623,574
Purchase (sales), net 50,621,862 38,285,095 2,350,025 9,986,742
Unrealized gains (losses), net 64,034,015 24,694,331 39,339,684
Balance, end of year $ 792,035,774 $ 197,858,828 $6,226,946 $ 587,950,000
Assets at Fair Value as of June 30,2010
Investment Total Level 1 Level2 Level3
Cash and money market
investments $ 35,266,137 $ 9,371,343 $ 25,894,794 $
Mutual funds 329,797,375 329,797,375
U.S. and other government
securities 32,498,097 32,498,097
Corporate obligations 73,761,776 73,761,776
Corporate stocks 390,440,802 390,440,802
Private funds 134,879,402 134,879,402
Real estate loan 1,200,000 1,200,000
Investment in Pasadena
Gateway Villas,
Raymond Hill Corp.
& subsidiaries 3,876,921 3,876,921
Real estate owned 537,600,000 537,600,000
Total $ 1,539,320,510 $ 729,609,520 $ 133,354,667 $ 676,356,323
- 13-
The following table sets forth a summary of changes in the fair value of the Plan's Level 3
investments for the year ended June 30,2010:
Investment in
Pasadena
Gateway Villas,
Raymond Hill Real Estate
Total Private Funds Comoration Owned
Balance, beginning of year $ 654, 862,548 $ 108,351,024 $3,261,524 $ 543,250,000
Purchases (sales), net 11,306,776 8,060,719 615,397 2,630,660
Realized gains (losses), net 1,968,866 945,292 1,023,574
Unrealized gains (losses), net 8,218,133 17,522,367 ( 9,304,234)
Balance, end of year $ 676,356,323 $ 134,879,402 $ 3,876,921 $ 537,600,000
Note 8: Contributions receivable:
Contributions receivable represent the total of amounts received subsequent to June 30 for hours
worked during June and prior months. The Trust Agreement provides for liquidated damages against
employers who are delinquent in filing reports and remitting contributions. However, the Plan records
such items as income only as collected.
Note 9: Investment in Operating Engineers Funds, Inc.:
Investment in management corporation represents the total of operating advances to Operating
Engineers Funds, Inc. an affiliate which performs all administrative and operating functions of the
Trust.
Note 10: Secured note payable:
In March, 2011, the Fund obtained a loan, secured by Vintage Park East property located in Fontana,
California. The terms of the note are as follows:
A note payable of$50,000,000, with an interest rate of 4.46% per annum. Interest only payments
of $185,833 per month until the maturity date of April 1, 2018. On the maturity date any
outstanding principal will be due.
Note 11: Related party transactions and administrative services:
The Plan enters into various transactions with related Operating Engineer Trust Funds in the normal
course of operations.
Administrative services for the Plan are provided by Operating Engineers Funds, Inc. a non-profit
organization, established to provide such services to affiliated Operating Engineer Trust Funds at cost.
Specific identifiable expenses are charged to the respective Trust, and common administrative
expenses are allocated to each Trust on a percentage basis. Office space is leased from the Pension
Trust at rates commensurate with that of other tenants.
Note 12: Securities lending:
The Plan participates in securities lending program with JP Morgan Chase, through Amalgamated
Bank as investment custodian. Under this program, certain investment securities of the Plan are
loaned to investment brokers for a fee. Securities so loaned are fully collateralized by cash and other
investments. At June 30,2011 and 2010,$9,115,893 and $38,437,344 respectively, ofthe Trust's
securities were on loan under the JP Morgan securities lending program. Collateral provided by
brokers is maintained at levels of at least 100% of the fair value of the securities on loan and is
adjusted for market fluctuations. The Plan maintains effective control of the loaned securities with
- 14-
JP Morgan Chase through Amalgamated Bank as investment custodian during the term of the
arrangement in that they may be recalled by the Plan at any time. Under the terms of the agreement,
the borrower must return the same, or substantially the same, investments that were borrowed. The
market value of collateral held for loaned securities is reported as collateral received under the
securities lending program, and a corresponding obligation is reported for repayment of such collateral
upon settlement of the lending transaction. Income from the securities lending program was $90,860
and $77,755 for the years ended June 30,2011 and 2010, respectively, and is included in interest
income in the statement of changes in net assets available for benefits.
Note 13: Commitments:
At June 30, 2011, the Plan had the following funding commitments:
Siguler Guff
Piper Jaffray- Clean Tech Alliance
TCW Capital Trust
Note 14: Tax status:
Total
Commitment
$ 30,000,000
20,000,000
55,000,000
Outstanding
Commitment
$ 7,200,000
13,760,000
The Fund established under the plan to hold the Plan's assets is intended to qualify pursuant to Section
401 (a) of the Internal Revenue Code. The Fund has obtained a favorable tax determination letter from
the Internal Revenue Service, and the plan sponsor believes the Fund, as amended, continues to
qualify and to operate in accordance with applicable provisions of the Internal Revenue Code.
Note 15: Risks and uncertainties:
The Plan invests in various investment securities. Investment securities are exposed to various risks
such as interest rate, market, and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially affect the amounts
reported in the statement of net assets available for benefits.
Plan contributions are made and the actuarial present value of accumulated plan benefits are reported
based on certain assumptions pertaining to interest rates, inflation rates and employee demographics,
all of which are subject to change. Due to uncertainties inherent in the estimations and assumptions
process, it is at least reasonably possible that changes in these estimates and assumptions in the near
term would be material to the financial statements.
- 15-
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Page 1

SECOND AMENDED CLASS ACTION COMPLAINT

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