Employee Benefit and Retirement Plans

The Company and its subsidiaries have noncontributory pension, profit sharing and contributory 401(k) plans covering substantially all of their international and domestic employees. Plan benefits are generally based on years of service and/or compensation. The Company’s funding policy is to contribute not less than the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, or foreign statutes to ensure that plan assets will be adequate to provide retirement benefits.

Included in AOCI at December 31, 2015 is $619.6 million ($422.3 million net of tax) related to net unrecognized actuarial losses and unrecognized prior service credits that have not yet been recognized in net periodic pension cost. The Company’s primary U.S. defined benefit plan has $508.5 million of unrecognized actuarial losses (pretax) in AOCI as of December 31 2015. Losses in AOCI for the Company’s primary U.S. defined benefit plan greater than 10% of the projected benefit obligation are amortized over the average remaining life expectancy of the participants of 21 years. The Company expects to recognize $14.0 million ($9.7 million net of tax) of costs in 2016 associated with amortizing net actuarial losses and prior service credits.

Effective December 31, 2015, the Company changed the method used to estimate the service and interest components of net periodic benefit cost for its defined benefit pension and other post-retirement plans. The new estimation approach discounts the individual expected cash flows underlying the service cost and interest cost using the applicable spot rates derived from the yield curve used to discount the cash flows used to measure the benefit obligations. Historically, the estimated service and interest cost components utilized a single weighted-average discount rate derived from the yield curve used to measure the benefit obligations at the beginning of the period.

The Company elected this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. The change is accounted for as a change in accounting estimate that is inseparable from a change in accounting principle and accordingly will be accounted for prospectively. While the Company’s projected benefit obligations measured under this approach are unchanged as of December 31, 2015 compared to the previous method, the more granular application of the spot rates will reduce the 2016 service and interest cost by $9.5 million compared to the previous method.

In 2014, the Company updated its mortality estimates for its U.S. defined benefit plans, which resulted in a pretax actuarial loss of $111.9 million recorded to AOCI. The total pretax gains (losses) recognized in AOCI for all of the Company’s defined benefit plans were $56.1 million and $(120.5) million for 2015 and 2014, respectively.

The Company’s tax-qualified defined benefit pension plan is frozen for the entire U.S. workforce, and the Company has replaced the defined benefit pension plan with an additional defined contribution benefit arrangement, which benefit vests after three years of employment. The Company recorded $16.5 million, $15.8 million and $16.7 million in expense for the defined contribution benefit arrangement for 2015, 2014 and 2013, respectively. The liability associated with the defined contribution benefit arrangement as of December 31, 2015 and 2014 is $16.7 million and $16.5 million, respectively, and is included in other accrued liabilities in the Consolidated Balance Sheets.

In September 2015 and September 2014, the Company commenced offers to approximately 3,300 and 5,700 former employees, respectively, who have deferred vested benefits under the Company’s tax-qualified U.S. pension plan. These former employees had the opportunity to make a one-time election to receive a lump-sum distribution of the present value of their benefits by the end of the year of the offer. Cash payments of $70.6 million and $98.6 million were made from the pension plan assets in December 2015 and December 2014, respectively, to those electing the lump-sum distribution. Based on the lump-sum distributions that were paid, the Company incurred non-cash settlement charges of $52.1 million and $65.4 million in 2015 and 2014, respectively.

As of December 31, 2015 and 2014, the Company maintained various nonqualified deferred compensation plans with varying terms. The total liability associated with these plans was $44.2 million and $49.1 million as of December 31, 2015 and 2014, respectively. These liabilities are included in other accrued liabilities and other noncurrent liabilities in the Consolidated Balance Sheets. The Company maintains assets to offset the impact of the market gains and losses associated with the deferred compensation liabilities, and the values of these assets were $55.3 million and $54.5 million as of December 31, 2015 and 2014, respectively. These assets are included in other assets in the Consolidated Balance Sheets.

The Company has a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified defined benefit and defined contribution plan pursuant to which the Company will pay supplemental benefits to certain key employees upon retirement based upon the employees’ years of service and compensation. The SERP is partially funded through a trust agreement with the Northern Trust Company, as trustee, that owns life insurance policies on approximately 310 active and former key employees with aggregate net death benefits of $275.8 million. At December 31, 2015 and 2014, the life insurance contracts were accounted for using the investment method and had a cash surrender value of $108.4 million and $106.0 million, respectively. All premiums paid and proceeds received associated with the life insurance policies are included in accrued liabilities and other in the Consolidated Statements of Cash Flows. The SERP is also partially funded through cash and mutual fund investments, which had a combined value of $4.9 million and $8.8 million at December 31, 2015 and 2014, respectively. These assets, as well as the cash surrender value of the life insurance contracts, are included in other assets in the Consolidated Balance Sheets. The projected benefit obligation was $119.5 million and $139.3 million at December 31, 2015 and 2014, respectively. The SERP liabilities are included in the pension table below; however, the value of the Company’s investments in the life insurance contracts, cash and mutual funds are excluded from the table, as they do not qualify as plan assets.

The Company’s matching contributions to the contributory 401(k) plan were $14.0 million, $13.6 million and $13.9 million for 2015, 2014 and 2013, respectively.

Defined Benefit Pension Plans

The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s noncontributory defined benefit pension plans, including the SERP, as of December 31, (in millions, except percentages):



	U.S.						International
	2015			2014			2015			2014
Change in benefit obligation:
Benefit obligation at beginning of year	$	1,060.7		$	1,034.0		$	671.7		$	615.4
Service cost	3.2			4.1			5.8			5.9
Interest cost	41.3			45.1			19.6			25.3
Actuarial (gain) loss	(91.9		)	139.0			(51.8		)	104.6
Currency translation	—			—			(34.7		)	(48.4		)
Benefits paid	(140.4		)	(161.5		)	(28.7		)	(25.4		)
Acquisitions	64.8			—			11.2			—
Curtailments, settlements and other	—			—			20.5			(5.7		)
Benefit obligation at end of year	$	937.7		$	1,060.7		$	613.6		$	671.7



Change in plan assets:
Fair value of plan assets at beginning of year	$	752.0		$	829.5		$	584.4		$	533.5
Actual return on plan assets	(14.0		)	73.8			(7.0		)	101.4
Contributions	83.1			10.2			14.5			16.8
Currency translation	—			—			(26.9		)	(37.7		)
Benefits paid	(140.4		)	(161.5		)	(28.7		)	(25.4		)
Acquisitions	42.2			—			15.0			—
Settlements and other	—			—			9.0			(4.2		)
Fair value of plan assets at end of year	$	722.9		$	752.0		$	560.3		$	584.4
Funded status at end of year	$	(214.8	)	$	(308.7	)	$	(53.3	)	$	(87.3	)
Amounts recognized in the Consolidated Balance Sheets:
Prepaid benefit cost, included in other assets	$	—		$	—		$	35.9		$	2.0
Accrued current benefit cost, included in other accrued liabilities	(9.6		)	(9.8		)	(3.3		)	(3.6		)
Accrued noncurrent benefit cost, included in other noncurrent liabilities	(205.2		)	(298.9		)	(85.9		)	(85.7		)
Total	$	(214.8	)	$	(308.7	)	$	(53.3	)	$	(87.3	)
Amounts recognized in AOCI:
Prior service credit	$	1.2		$	1.3		$	(10.5	)	$	0.7
Net loss	(556.1		)	(654.4		)	(107.8		)	(140.8		)
AOCI, pretax	$	(554.9	)	$	(653.1	)	$	(118.3	)	$	(140.1	)
Accumulated benefit obligation	$	937.7		$	1,060.7		$	604.6		$	661.8



	U.S.				International
	2015		2014		2015		2014
Weighted-average assumptions used to determine benefit obligation:
Discount rate	4.23	%	4.00	%	3.37	%	3.03	%
Long-term rate of compensation increase	2.50	%	2.50	%	3.58	%	3.60	%

The international amounts as of December 31, 2015 include a projected benefit obligation of $311.3 million and plan assets of $347.2 million for plans in which the benefit obligation is less than the fair value of plan assets.

Net pension cost includes the following components for the years ended December 31, (in millions, except percentages):



	U.S.									International
	2015			2014			2013			2015			2014			2013
Service cost-benefits earned during the year	$	3.2		$	4.1		$	5.0		$	5.8		$	5.9		$	7.4
Interest cost on projected benefit obligation	41.3			45.1			39.7			19.6			25.3			23.9
Expected return on plan assets	(58.0		)	(57.5		)	(58.7		)	(22.1		)	(26.6		)	(23.3		)
Amortization of:
Prior service (credit) cost	(0.1		)	—			0.3			—			(0.1		)	0.3
Actuarial loss	26.2			24.2			29.7			3.4			3.2			3.2
Curtailment, settlement and termination benefit costs	52.1			65.4			—			0.4			(0.1		)	1.5
Net pension cost	$	64.7		$	81.3		$	16.0		$	7.1		$	7.6		$	13.0



	U.S.						International
	2015		2014		2013		2015		2014		2013
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	4.00	%	4.50	%	3.50	%	3.03	%	4.21	%	4.11	%
Long-term rate of return on plan assets	7.25	%	7.25	%	7.50	%	3.86	%	5.01	%	4.81	%
Long-term rate of compensation increase	2.50	%	2.50	%	2.50	%	3.60	%	4.21	%	3.86	%

The Company made a voluntary cash contribution of $70.0 million to its U.S. defined benefit plan in January 2015. The Company expects to make cash contributions of approximately $9.5 million and $14.6 million to its domestic and international defined benefit plans, respectively, in 2016.

Plan Assets

Current Allocation

The fair value of each major category of pension plan assets as of December 31, 2015 and 2014 is as follows (in millions):



	U.S.										International
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total		% of Total Assets as of December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Significant Unobservable Inputs		Total			% of Total Assets as of December 31,
2015	(Level 1)		(Level 2)		(Level 3)				2015	2014	(Level 1)		(Level 2)			(Level 3)					2015	2014
Equity^(1),(7)
U.S. large cap	$	9.1	$	129.1	$	—	$	138.2			$	43.7	$	2.8		$	—	$	46.5
U.S. small cap	16.7		—		—		16.7				—		—			—		—
International	20.3		85.7		—		106.0				26.3		31.6			—		57.9
Total equity	46.1		214.8		—		260.9		36%	37%	70.0		34.4			—		104.4			18%	17%
Fixed income^(2),(7)
U.S. Treasury	101.8		12.5		—		114.3				—		0.4			—		0.4
Other government	22.5		34.0		—		56.5				—		123.5			—		123.5
Asset-backed securities	—		4.1		—		4.1				—		0.1			—		0.1
Corporate bonds	180.9		46.5		—		227.4				—		53.7			—		53.7
Short-term investments	2.5		4.7		—		7.2				—		—			—		—
Total fixed income	307.7		101.8		—		409.5		57	51	—		177.7			—		177.7			32	22
Insurance contracts⁽³⁾	—		16.0		—		16.0		2	2	—		233.7			—		233.7			42	43
Venture capital and partnerships⁽⁴⁾	—		—		26.3		26.3		4	5	—		16.7			—		16.7			3	2
Real estate⁽⁵⁾	0.9		—		—		0.9		—	4	—		—			0.6		0.6			—	—
Cash and cash equivalents⁽⁶⁾	1.2		7.6		—		8.8		1	1	3.5		42.2			—		45.7			8	12
Derivatives⁽⁸⁾	—		—		—		—		—	—	—		(34.9		)	—		(34.9		)	(6)	1
Commodity funds	—		—		—		—		—	—	—		—			—		—			—	—
Other	0.5		—		—		0.5		—	—	—		16.4			—		16.4			3	3
Total	$	356.4	$	340.2	$	26.3	$	722.9	100%	100%	$	73.5	$	486.2		$	0.6	$	560.3		100%	100%



	U.S.										International
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total		% of Total Assets as of December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Total		% of Total Assets as of December 31,
2014	(Level 1)		(Level 2)		(Level 3)				2014	2013	(Level 1)		(Level 2)		(Level 3)				2014	2013
Equity^(1),(7)
U.S. large cap	$	2.5	$	142.6	$	—	$	145.1			$	39.4	$	3.3	$	—	$	42.7
U.S. small cap	21.6		—		—		21.6				—		—		—		—
International	18.8		94.6		—		113.4				28.5		29.1		—		57.6
Total equity	42.9		237.2		—		280.1		37%	38%	67.9		32.4		—		100.3		17%	20%
Fixed income^(2),(7)
U.S. Treasury	83.4		6.5		—		89.9				—		0.4		—		0.4
Other government	36.5		26.1		—		62.6				—		77.4		—		77.4
Asset-backed securities	—		7.5		—		7.5				—		—		—		—
Corporate bonds	188.1		26.8		—		214.9				—		49.1		—		49.1
Short-term investments	1.5		5.9		—		7.4				—		—		—		—
Total fixed income	309.5		72.8		—		382.3		51	50	—		126.9		—		126.9		22	21
Insurance contracts⁽³⁾	—		16.0		—		16.0		2	2	—		251.5		—		251.5		43	44
Venture capital and partnerships⁽⁴⁾	—		0.1		35.3		35.4		5	6	—		12.6		0.1		12.7		2	3
Real estate⁽⁵⁾	—		—		31.1		31.1		4	3	—		—		1.8		1.8		—	1
Cash and cash equivalents⁽⁶⁾	—		7.1		—		7.1		1	1	4.9		67.3		—		72.2		12	11
Derivatives⁽⁸⁾	—		—		—		—		—	—	—		4.8		—		4.8		1	(3)
Commodity funds	—		—		—		—		—	—	—		—		—		—		—	1
Other	—		—		—		—		—	—	—		14.2		—		14.2		3	2
Total	$	352.4	$	333.2	$	66.4	$	752.0	100%	100%	$	72.8	$	509.7	$	1.9	$	584.4	100%	100%


(1)	Equity securities primarily comprise mutual funds and common/collective trust funds. Investments in mutual funds and common/collective trust funds are valued at the net asset value per share or unit multiplied by the number of shares or units held as of the measurement date. The investments in common/collective trust funds include both actively managed and index funds.

(2)

Fixed-income investments primarily comprise direct holdings of fixed income securities and mutual funds and common/collective trust funds that invest in corporate and government bonds. Investments in fixed income securities are valued based on quoted market prices. Investments in mutual funds and common/collective trust funds are valued at the net asset value per share or unit multiplied by the number of shares or units held as of the measurement date. The investments in fixed income securities include both actively managed funds and index funds.


(3)	The fair values of insurance contracts are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities.


(4)	Venture capital and partnerships are valued at net asset value, which is generally calculated using the most recent partnership financial reports.

(5)

Real estate investments are generally investments in limited partnerships, real estate investment trusts and similar vehicles that invest in real estate. The values of the investments are generally based on the most recent financial reports of the investment vehicles. The managers of each of the investment vehicles estimate the values of the real estate assets underlying the real estate investments using third-party appraisals and other valuation techniques and analysis.


(6)	Cash and cash equivalents include investments in stable value funds. Stable value funds are generally invested in common trust funds and interest-bearing accounts.

(7)

In the U.S. pension plan assets, certain equity and fixed-income investments are held in separately managed investment accounts. The underlying investments in these separately managed accounts are primarily publicly traded securities that are directly owned by the U.S. pension plan, and such investments have been valued using the quoted price as of December 31, 2015 and 2014. Accordingly, these investments have been classified as Level 1 as of December 31, 2015 and 2014.


(8)	Derivatives primarily consist of interest rate and inflation swaps relating to the Company’s international plans. Included in other government fixed income investments is an amount of $38.9 million that relates to cash collateral posted with third parties for the derivatives that are in a liability position as of December 31, 2015.

A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) for 2015 and 2014 is as follows (in millions):



	Venture Capital and Partnerships			Real Estate			Total
Fair value as of December 31, 2013	$	47.3		$	30.1		$	77.4
Realized gains	4.5			—			4.5
Unrealized (losses) gains	(3.2		)	2.8			(0.4		)
Purchases	1.4			—			1.4
Sales	(14.6		)	—			(14.6		)
Fair value as of December 31, 2014	$	35.4		$	32.9		$	68.3
Realized gains	5.2			—			5.2
Unrealized losses	(3.7		)	(1.2		)	(4.9		)
Sales	(10.6		)	(31.1		)	(41.7		)
Fair value as of December 31, 2015	$	26.3		$	0.6		$	26.9

Investment Strategy

The Company has established formal investment policies for the assets associated with its pension plans. The objectives of the investment strategies generally include maximizing long-term return at acceptable risk levels, diversifying among asset classes, if appropriate, as well as establishing relevant risk parameters within each asset class. Investment policies reflect the unique circumstances of the respective plans, and risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. Asset allocation targets are based on periodic asset liability and/or risk budgeting study results, which help determine the appropriate investment strategies for acceptable risk levels. The investment policies permit variances from the targets within certain parameters.

The target asset allocations for the Company’s U.S. pension plan and primary international pension plans are as follows as of December 31, 2015:



Asset Category	Target
Asset Category	U.S.	International
Equity	31%	12%
Fixed income	63	20
Insurance contracts	2	43
Cash and equivalents	—	19
Other investments⁽¹⁾	4	6
Total	100%	100%

(1) Other investments include private equity funds and hedge funds.

Expected Long-term Rate of Return on Plan Assets

The Company employs a building-block approach in determining the long-term rate of return for plan assets. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital market assumptions are determined. The long-term portfolio return is based on the fair value of plan assets and is established giving consideration to investment diversification and rebalancing. Peer data and historical returns are reviewed to assess for reasonableness and appropriateness. The weighted-average expected long-term rates of return are based on reviews of the target investment allocation and the historical and expected rates of return of the asset classes included in the pension plans’ target asset allocations.

Based on the Company’s derisking approach for its primary U.S. pension plan and the increased allocation to fixed income investments, the Company reduced its estimated return on asset assumption for its primary U.S. pension plan from 7.25% in 2015 to 6.25% in 2016, which the Company estimates will result in a $6.8 million increase in pension expense in 2016.