EMPLOYEE RETIREMENT PLANS

We sponsor qualified defined-benefit and defined-contribution retirement plans for most of our employees. In addition to our qualified defined-benefit pension plans, we have unfunded non-qualified defined-benefit pension plans covering certain employees, which provide for benefits in addition to those provided by the qualified pension plans. Substantially all salaried employees participate in non-contributory defined-contribution retirement plans, to which payments are determined annually by the Organization and Compensation Committee of the Board of Directors.

In addition, we participate in one regional multi-employer pension plan, principally related to building trades, which is not considered significant to us.

Pre-tax expense related to our retirement plans was as follows, in millions:



	2016		2015		2014
Defined-contribution plans	$	58	$	52	$	43
Defined-benefit pension plans	34		32		25
	$	92	$	84	$	68

We froze all future benefit accruals under substantially all our domestic and foreign qualified and domestic non-qualified defined benefit pension plans several years ago.

Changes in the projected benefit obligation and fair value of plan assets, and the funded status of our defined-benefit pension plans were as follows, in millions:



	2016						2015
	Qualified			Non-Qualified			Qualified			Non-Qualified
Changes in projected benefit obligation:
Projected benefit obligation at January 1	$	1,059		$	174		$	1,145		$	190
Service cost	3			—			3			—
Interest cost	41			7			41			7
Actuarial (gain) loss, net	50			1			(61		)	(11		)
Foreign currency exchange	(29		)	—			(23		)	—
Benefit payments	(69		)	(12		)	(46		)	(12		)
Projected benefit obligation at December 31	$	1,055		$	170		$	1,059		$	174
Changes in fair value of plan assets:
Fair value of plan assets at January 1	$	658		$	—		$	691		$	—
Actual return on plan assets	58			—			(12		)	—
Foreign currency exchange	(20		)	—			(7		)	—
Company contributions	100			12			38			12
Expenses, other	(10		)	—			(6		)	—
Benefit payments	(69		)	(12		)	(46		)	(12		)
Fair value of plan assets at December 31	$	717		$	—		$	658		$	—
Funded status at December 31:	$	(338	)	$	(170	)	$	(401	)	$	(174	)

Amounts in our consolidated balance sheets were as follows, in millions:



	At December 31, 2016						At December 31, 2015
	Qualified			Non-Qualified			Qualified			Non-Qualified
Other assets	$	2		$	—		$	1		$	—
Accrued liabilities	(1		)	(12		)	(3		)	(12		)
Other liabilities	(339		)	(158		)	(399		)	(162		)
Total net liability	$	(338	)	$	(170	)	$	(401	)	$	(174	)

M. EMPLOYEE RETIREMENT PLANS (Continued)

Unrealized loss included in accumulated other comprehensive loss before income taxes was as follows, in millions:



	At December 31, 2016				At December 31, 2015
	Qualified		Non-Qualified		Qualified		Non-Qualified
Net loss	$	519	$	54	$	501	$	56
Net transition obligation	1		—		1		—
Net prior service cost	3		—		2		—
Total	$	523	$	54	$	504	$	56

Information for defined-benefit pension plans with an accumulated benefit obligation in excess of plan assets was as follows, in millions:



	At December 31
	2016				2015
	Qualified		Non-Qualified		Qualified		Non-Qualified
Projected benefit obligation	$	1,044	$	170	$	1,045	$	174
Accumulated benefit obligation	$	1,044	$	170	$	1,045	$	174
Fair value of plan assets	$	704	$	—	$	643	$	—

The projected benefit obligation was in excess of plan assets for all of our qualified defined-benefit pension plans at December 31, 2016 and 2015 which had an accumulated benefit obligation in excess of plan assets.

Net periodic pension cost for our defined-benefit pension plans was as follows, in millions:



	2016					2015					2014
	Qualified			Non-Qualified		Qualified			Non-Qualified		Qualified			Non-Qualified
Service cost	$	3		$	—	$	3		$	—	$	3		$	—
Interest cost	49			7		47			7		47			7
Expected return on plan assets	(44		)	—		(46		)	—		(45		)	—
Recognized net loss	17			2		18			3		11			2
Net periodic pension cost	$	25		$	9	$	22		$	10	$	16		$	9

We expect to recognize $21 million of pre-tax net loss from accumulated other comprehensive loss into net periodic pension cost in 2017 related to our defined-benefit pension plans. For plans in which almost all of the plan's participants are inactive, pre-tax net loss within other comprehensive income (loss) is amortized using the straight-line method over the remaining life expectancy of the inactive plan participants. For plans which do not have almost all inactive participants, pre-tax net loss within other comprehensive income (loss) is amortized using the straight-line method over the average remaining service period of the active employees expected to receive benefits from the plan.

Plan Assets. Our qualified defined-benefit pension plan weighted average asset allocation, which is based upon fair value, was as follows:



	2016		2015
Equity securities	49	%	49	%
Debt securities	32	%	32	%
Other	19	%	19	%
Total	100	%	100	%

M. EMPLOYEE RETIREMENT PLANS (Continued)

For our qualified defined-benefit pension plans, we have adopted accounting guidance that defines fair value, establishes a framework for measuring fair value and prescribes disclosures about fair value measurements. Accounting guidance defines fair value as "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."

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 compared to December 31, 2015.

Common and Preferred Stocks and Short-Term and Other Investments: Valued at the closing price on the active market on which the individual securities are traded, or based on the active market for similar securities. Certain investments are valued based on NAV, which approximates fair value. Such basis is determined by referencing the respective fund's underlying assets. There are no unfunded commitments or other restrictions associated with these investments.

Private Equity and Hedge Funds: Valued based on an estimated fair value using either a market approach or an income approach, each of which requires a significant degree of judgment. There is no active trading market for these investments and they are generally illiquid. Due to the significant unobservable inputs, the fair value measurements used to estimate fair value are a Level 3 input. Certain investments are valued based on NAV, which approximates fair value. Such basis is determined by referencing the respective fund's underlying assets. There are no unfunded commitments or other restrictions associated with these investments.

Corporate, Government and Other Debt Securities: Valued based on either the closing price on the active market on which the individual securities are traded, or using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. Certain investments are valued based on NAV, which approximates fair value. Such basis is determined by referencing the respective fund's underlying assets. There are no unfunded commitments or other restrictions associated with these investments.

Common Collective Trust Fund: Valued based on an amortized cost basis, which approximates fair value. Such basis is determined by reference to the respective fund's underlying assets, which are primarily cash equivalents. There are no unfunded commitments or other restrictions associated with this fund.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our 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.

The following table sets forth, by level within the fair value hierarchy, the qualified defined-benefit pension plan assets at fair value as of December 31, 2016 and 2015, as well as those valued at NAV, which approximates fair value, in millions.

M. EMPLOYEE RETIREMENT PLANS (Continued)



	At December 31, 2016
	Level 1		Level 2		Level 3		Measured at NAV		Total
Plan Assets
Common and Preferred Stocks:
United States	$	142	$	—	$	—	$	118	$	260
International	74		—		—		16		90
Private Equity and Hedge Funds:
United States	—		—		37		—		37
International	—		—		24		32		56
Corporate Debt Securities:
United States	27		28		—		2		57
International	—		26		—		17		43
Government and Other Debt Securities:
United States	46		4		—		—		50
International	27		53		—		—		80
Common Collective Trust Fund – United States	—		4		—		—		4
Short-Term and Other Investments:
United States	2		—		—		—		2
International	5		15		18		—		38
Total Plan Assets	$	323	$	130	$	79	$	185	$	717



	At December 31, 2015
	Level 1		Level 2		Level 3		Measured at NAV		Total
Plan Assets
Common and Preferred Stocks:
United States	$	127	$	33	$	—	$	93	$	253
International	55		7		—		7		69
Private Equity and Hedge Funds:
United States	—		—		49		3		52
International	—		—		20		4		24
Corporate Debt Securities:
United States	18		26		—		—		44
International	—		32		—		16		48
Government and Other Debt Securities:
United States	64		3		—		—		67
International	23		30		—		—		53
Common Collective Trust Fund – United States	—		4		—		—		4
Short-Term and Other Investments:
United States	2		—		—		—		2
International	2		21		19		—		42
Total Plan Assets	$	291	$	156	$	88	$	123	$	658

M. EMPLOYEE RETIREMENT PLANS (Continued)

Changes in the fair value of the qualified defined-benefit pension plan Level 3 assets, were as follows, in millions:



	2016			2015
Fair Value, January 1	$	88		$	97
Purchases	6			4
Sales	(19		)	(11		)
Transfers, net	—			—
Unrealized gains (losses)	4			(2		)
Fair Value, December 31	$	79		$	88

Assumptions. Weighted-average major assumptions used in accounting for our defined-benefit pension plans were as follows:



	2016		2015		2014
Discount rate for obligations	3.50	%	4.00	%	3.80	%
Expected return on plan assets	7.25	%	7.25	%	7.25	%
Rate of compensation increase	—		—		—
Discount rate for net periodic pension cost	4.00	%	3.80	%	4.40	%

The discount rate for obligations for 2016, 2015 and 2014 was based upon the expected duration of each defined-benefit pension plan's liabilities matched to the December 31, 2016, 2015 and 2014 Towers Watson Rate Link Curve. At December 31, 2016, such rates for our defined-benefit pension plans ranged from 1.5 percent to 4.0 percent, with the most significant portion of the liabilities having a discount rate for obligations of 3.8 percent or higher. At December 31, 2015, such rates for our defined-benefit pension plans ranged from 2.0 percent to 4.3 percent, with the most significant portion of the liabilities having a discount rate for obligations of 4.0 percent or higher. The decrease in the weighted average discount rate from 2015 to 2016 is principally the result of lower long-term interest rates in the bond markets. At December 31, 2014, such rates for our defined‑benefit pension plans ranged from 2.0 percent to 4.0 percent, with the most significant portion of the liabilities having a discount rate for obligations of 3.7 percent or higher. The increase in the weighted average discount rate from 2014 to 2015 was principally the result of higher long-term interest rates in the bond market.

For 2016, 2015 and 2014, we determined the expected long-term rate of return on plan assets of 7.25 percent based upon an analysis of expected and historical rates of return of various asset classes utilizing the current and long-term target asset allocation of the plan assets. The projected asset return at December 31, 2016, 2015 and 2014 also considered near term returns, including current market conditions as well as that pension assets are long-term in nature. The actual annual rate of return on our pension plan assets was positive 8.3 percent, negative 1.8 percent and positive 3.6 percent in 2016, 2015 and 2014, respectively. For the 10-year period ended December 31, 2016, the actual annual rate of return on our pension plan assets was 3.7 percent. Although this rate of return is less than our current expected long-term rate of return on plan assets, we note that the 10-year period ended December 31, 2016 includes one significant decline in the equity markets in 2008 (of negative 32.1 percent). Accordingly, and based on our target allocation, we believe a 7.25 percent expected long-term rate of return is reasonable.

The investment objectives seek to minimize the volatility of the value of our plan assets relative to pension liabilities and to ensure plan assets are sufficient to pay plan benefits. In 2016, we substantially achieved targeted asset allocation: 50 percent equities, 30 percent fixed-income, and 20 percent alternative investments (such as private equity, commodities and hedge funds).

The asset allocation of the investment portfolio was developed with the objective of achieving our expected rate of return and reducing volatility of asset returns, and considered the freezing of future benefits. The equity portfolios are invested in individual securities or funds that are expected to mirror broad market returns for equity securities. The fixed-income portfolio is invested in corporate bonds, bond index funds and U.S. Treasury securities. It is expected that the alternative investments would have a higher rate of return than the targeted overall long-term return of 7.25 percent. However, these investments are subject to greater volatility, due to their nature, than a portfolio of equities and fixed-income investments, and would be less liquid than financial instruments that trade on public markets. This portfolio is expected to yield a long-term rate of return of 7.25 percent.

M. EMPLOYEE RETIREMENT PLANS (Concluded)

The fair value of our plan assets is subject to risk including significant concentrations of risk in our plan assets related to equity, interest rate and operating risk. In order to ensure plan assets are sufficient to pay benefits, a portion of plan assets is allocated to equity investments that are expected, over time, to earn higher returns with more volatility than fixed-income investments which more closely match pension liabilities. Within equity, risk is mitigated by targeting a portfolio that is broadly diversified by geography, market capitalization, manager mandate size, investment style and process.

In order to minimize asset volatility relative to the liabilities, a portion of plan assets are allocated to fixed-income investments that are exposed to interest rate risk. Rate increases generally will result in a decline in fixed-income assets, while reducing the present value of the liabilities. Conversely, rate decreases will increase fixed income assets, partially offsetting the related increase in the liabilities.

Potential events or circumstances that could have a negative effect on estimated fair value include the risks of inadequate diversification and other operating risks. To mitigate these risks, investments are diversified across and within asset classes in support of investment objectives. Policies and practices to address operating risks include ongoing manager oversight, plan and asset class investment guidelines and instructions that are communicated to managers, and periodic compliance and audit reviews to ensure adherence to these policies. In addition, we periodically seek the input of our independent advisor to ensure the investment policy is appropriate.

Other. We sponsor certain post-retirement benefit plans that provide medical, dental and life insurance coverage for eligible retirees and dependents in the United States based upon age and length of service. Substantially all of these plans were frozen several years ago. The aggregate present value of the unfunded accumulated post-retirement benefit obligation was $9 million and $10 million at December 31, 2016 and 2015, respectively.

Cash Flows. At December 31, 2016, we expect to contribute approximately $45 million to our domestic qualified defined-benefit pension plans in 2017, which will exceed ERISA requirements. We also expect to contribute $7 million and $12 million to our foreign and non-qualified (domestic) defined-benefit pension plans, respectively, in 2017.

At December 31, 2016, the benefits expected to be paid in each of the next five years, and in aggregate for the five years thereafter, relating to our defined-benefit pension plans, were as follows, in millions:



	Qualified Plans		Non-Qualified Plans
2017	$	49	$	12
2018	$	50	$	12
2019	$	50	$	12
2020	$	52	$	12
2021	$	52	$	12
2022 - 2026	$	272	$	58