EMPLOYEE BENEFIT PLANS

EMPLOYEE STOCK OWNERSHIP PLAN (“ESOP”) Most U.S. employees may contribute from 1% to 25% of their eligible compensation to a tax-deferred 401(k) savings plan, subject to restrictions under tax laws. Employees generally direct the investment of their own contributions into various investment funds. An employer match benefit is provided under the plan equal to one-half of each employee’s tax-deferred contribution up to the first 7% of their compensation. Participants direct the entire employer match benefit such that no participant is required to hold the Company’s common stock in their 401(k) account. The employer match benefit totaled $21.9 million, $21.1 million and $19.9 million in 2016, 2015 and 2014, respectively. In addition to the regular employer match, $4.3 million will be allocated to the employee's accounts for forfeitures and a surplus resulting from appreciation of the Company's share value in 2016.

In addition, approximately 7,700 U.S. salaried and non-union hourly employees are eligible to receive a non-contributory benefit under the Core benefit plan. Core benefit allocations range from 2% to 6% of eligible employee compensation based on age. Core transition benefit allocations and additional Core transition benefit allocations were made under the plan for the years 2011-2015 for certain employees who were previously eligible for Cornerstone account allocations (the predecessor to the Core benefit plan) and certain employees who were previously eligible to accrue benefits under specified defined benefit plans. No Core transition benefit allocations or additional Core transition benefit allocations were made after December 31, 2015. Allocations for benefits earned under the Core plan were $17.6 million in 2016, $22.1 million in 2015 and $20.7 million in 2014. Assets held in participant Core accounts are invested in target date retirement funds which have an age-based allocation of investments.

Shares of the Company's common stock held by the ESOP were purchased with the proceeds of borrowings from the Company in 1991 ("1991 internal loan"). Shareowners' equity reflects a reduction equal to the cost basis of unearned (unallocated) shares purchased with the internal borrowings. In 2016, 2015 and 2014, the Company made additional contributions to the ESOP for $7.9 million, $7.2 million, and $9.4 million, respectively, which were used by the ESOP to make additional payments on the 1991 internal loan. These payments triggered the release of 219,492, 184,753 and 230,032 shares of unallocated stock, respectively.

Net ESOP activity recognized is comprised of the cost basis of shares released, the cost of the aforementioned Core and 401(k) match defined contribution benefits, less the fair value of shares released and dividends on unallocated ESOP shares. The Company’s net ESOP activity resulted in income of $3.1 million in 2016 and expense of $0.8 million in 2015 and $0.7 million in 2014. ESOP expense is affected by the market value of the Company’s common stock on the monthly dates when shares are released. The market value of shares released averaged $112.12 in 2016, $101.79 per share in 2015 and $88.05 per share in 2014.

Unallocated shares are released from the trust based on current period debt principal and interest payments as a percentage of total future debt principal and interest payments. Dividends on both allocated and unallocated shares may be used for debt service and to credit participant accounts for dividends earned on allocated shares. Dividends paid on the shares acquired with the 1991 internal loan were used solely to pay internal loan debt service in all periods. Dividends on ESOP shares, which are charged to shareowners’ equity as declared, were $9.0 million in 2016, $9.7 million in 2015 and $10.6 million in 2014, net of the tax benefit which is recorded within equity. Dividends on ESOP shares were utilized entirely for debt service in all years. Interest costs incurred by the ESOP on the 1991 internal loan, which have no earnings impact, were $3.1 million, $3.8 million and $4.7 million for 2016, 2015 and 2014, respectively. Both allocated and unallocated ESOP shares are treated as outstanding for purposes of computing earnings per share. As of December 31, 2016, the cumulative number of ESOP shares allocated to participant accounts was 14,145,330, of which participants held 2,386,937 shares, and the number of unallocated shares was 1,396,027. At December 31, 2016, there were 21,732 released shares in the ESOP trust holding account pending allocation. The Company made cash contributions totaling $4.2 million in 2016, $4.4 million in 2015 and $3.4 million in 2014 excluding additional contributions of $7.9 million, $7.2 million and $9.4 million in 2016, 2015 and 2014, respectively, as discussed previously.

PENSION AND OTHER BENEFIT PLANS — The Company sponsors pension plans covering most domestic hourly and certain executive employees, and approximately 14,500 foreign employees. Benefits are generally based on salary and years of service, except for U.S. collective bargaining employees whose benefits are based on a stated amount for each year of service.

The Company contributes to a number of multi-employer plans for certain collective bargaining U.S. employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following aspects:

a. Assets contributed to the multiemployer plan by one employer may be used to provide benefit to employees of other participating employers.

b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers.

c. If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

In addition, the Company also contributes to a number of multiemployer plans outside of the U.S. The foreign plans are insured, therefore, the Company’s obligation is limited to the payment of insurance premiums.

The Company has assessed and determined that none of the multiemployer plans to which it contributes are individually significant to the Company’s financial statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contributions over the remainder of the contract period.

In addition to the multiemployer plans, various other defined contribution plans are sponsored worldwide.

The expense for such defined contribution plans, aside from the earlier discussed ESOP plans, is as follows:



(Millions of Dollars)	2016		2015		2014
Multi-employer plan expense	$	5.1	$	4.0	$	4.0
Other defined contribution plan expense	$	15.4	$	11.7	$	14.0

The components of net periodic pension (benefit) expense are as follows:



	U.S. Plans									Non-U.S. Plans
(Millions of Dollars)	2016			2015			2014			2016			2015			2014
Service cost	$	9.4		$	7.0		$	8.9		$	12.5		$	14.4		$	13.1
Interest cost	45.3			54.0			56.4			37.0			46.8			59.3
Expected return on plan assets	(67.9		)	(74.9		)	(72.1		)	(44.5		)	(56.5		)	(61.0		)
Prior service cost amortization	5.2			1.8			1.1			0.3			0.9			0.3
Actuarial loss amortization	7.1			7.2			0.9			5.9			7.5			7.0
Settlement / curtailment loss	—			—			—			0.7			1.5			0.3
Net periodic pension (benefit) expense	$	(0.9	)	$	(4.9	)	$	(4.8	)	$	11.9		$	14.6		$	19.0

The Company provides medical and dental benefits for certain retired employees in the United States and Canada. Approximately 13,300 participants are covered under these plans. Net periodic post-retirement benefit expense was comprised of the following elements:



	Other Benefit Plans
(Millions of Dollars)	2016			2015			2014
Service cost	$	0.6		$	0.5		$	1.0
Interest cost	1.7			2.1			2.7
Prior service credit amortization	(1.2		)	(1.3		)	(1.4		)
Actuarial loss amortization	—			—			(0.1		)
Net periodic post-retirement expense	$	1.1		$	1.3		$	2.2

In the first quarter of 2016, the Company changed the method used to estimate the service and interest cost components of net periodic pension (benefit) expense. The new estimation method uses a full yield curve approach by applying specific spot rates along the yield curve used in the determination of the pension benefit obligation, to their underlying projected cash flows, and provides a more precise measurement of the service and interest cost components. Previously, the Company used a single weighted average discount rate derived from the corresponding yield curve used to measure the pension benefit obligation. The change is applied prospectively as a change in estimate that is inseparable from a change in accounting principle and reduced service and interest cost for the year ended December 31, 2016 by approximately $13.9 million.

Changes in plan assets and benefit obligations recognized in accumulated other comprehensive loss in 2016 are as follows:



(Millions of Dollars)	2016
Current year actuarial loss	$	122.1
Amortization of actuarial loss	(13.0		)
Prior service credit from plan amendments	(39.4		)
Amortization of prior service costs	(4.3		)
Settlement / curtailment loss	(0.8		)
Currency / other	(31.1		)
Total increase recognized in accumulated other comprehensive loss (pre-tax)	$	33.5

The amounts in Accumulated other comprehensive loss expected to be recognized as components of net periodic benefit costs during 2017 total $15.1 million, representing amortization of actuarial losses.

The changes in the pension and other post-retirement benefit obligations, fair value of plan assets, as well as amounts recognized in the Consolidated Balance Sheets, are shown below.



	U.S. Plans						Non-U.S. Plans						Other Benefits
(Millions of Dollars)	2016			2015			2016			2015			2016			2015
Change in benefit obligation
Benefit obligation at end of prior year	$	1,385.7		$	1,460.5		$	1,374.2		$	1,540.4		$	61.0		$	69.8
Service cost	9.4			7.0			12.5			14.4			0.6			0.5
Interest cost	45.3			54.0			37.0			46.8			1.7			2.1
Settlements/curtailments	—			—			(5.7		)	(8.0		)	—			—
Actuarial loss (gain)	41.5			(45.8		)	229.7			(86.7		)	(0.7		)	(2.1		)
Plan amendments	1.8			5.8			(40.4		)	0.2			(0.8		)	—
Foreign currency exchange rates	—			—			(190.0		)	(76.2		)	0.3			(1.5		)
Participant contributions	—			—			0.3			0.3			—			—
Expenses paid from assets and other	(5.5		)	(3.4		)	(2.0		)	(1.3		)	—			—
Benefits paid	(119.2		)	(92.4		)	(55.8		)	(55.7		)	(7.9		)	(7.8		)
Benefit obligation at end of year	$	1,359.0		$	1,385.7		$	1,359.8		$	1,374.2		$	54.2		$	61.0
Change in plan assets
Fair value of plan assets at end of prior year	$	1,081.5		$	1,174.1		$	1,047.3		$	1,115.7		$	—		$	—
Actual return on plan assets	90.9			(19.3		)	169.4			8.3			—			—
Participant contributions	—			—			0.3			0.3			—			—
Employer contributions	19.4			22.5			29.5			35.5			7.9			7.8
Settlements	—			—			(5.5		)	(6.4		)	—			—
Foreign currency exchange rate changes	—			—			(167.9		)	(48.2		)	—			—
Expenses paid from assets and other	(5.5		)	(3.4		)	(2.0		)	(2.2		)	—			—
Benefits paid	(119.2		)	(92.4		)	(55.8		)	(55.7		)	(7.9		)	(7.8		)
Fair value of plan assets at end of plan year	$	1,067.1		$	1,081.5		$	1,015.3		$	1,047.3		$	—		$	—
Funded status — assets less than benefit obligation	$	(291.9	)	$	(304.2	)	$	(344.5	)	$	(326.9	)	$	(54.2	)	$	(61.0	)
Unrecognized prior service cost (credit)	5.8			9.1			(35.0		)	2.3			(6.2		)	(6.6		)
Unrecognized net actuarial loss	267.2			255.8			296.7			233.5			0.5			1.4
Unrecognized net transition obligation	—			—			0.1			0.1			—			—
Net amount recognized	$	(18.9	)	$	(39.3	)	$	(82.7	)	$	(91.0	)	$	(59.9	)	$	(66.2	)



	U.S. Plans						Non-U.S. Plans						Other Benefits
(Millions of Dollars)	2016			2015			2016			2015			2016			2015
Amounts recognized in the Consolidated Balance Sheets
Prepaid benefit cost (non-current)	$	—		$	—		$	0.2		$	2.9		$	—		$	—
Current benefit liability	(25.8		)	(11.0		)	(10.0		)	(7.9		)	(5.9		)	(6.7		)
Non-current benefit liability	(266.1		)	(293.2		)	(334.7		)	(321.9		)	(48.3		)	(54.3		)
Net liability recognized	$	(291.9	)	$	(304.2	)	$	(344.5	)	$	(326.9	)	$	(54.2	)	$	(61.0	)
Accumulated other comprehensive loss (pre-tax):
Prior service cost (credit)	$	5.8		$	9.1		$	(35.0	)	$	2.3		$	(6.2	)	$	(6.6	)
Actuarial loss	267.2			255.8			296.7			233.5			0.5			1.4
Transition liability	—			—			0.1			0.1			—			—
	$	273.0		$	264.9		$	261.8		$	235.9		$	(5.7	)	$	(5.2	)
Net amount recognized	$	(18.9	)	$	(39.3	)	$	(82.7	)	$	(91.0	)	$	(59.9	)	$	(66.2	)

The accumulated benefit obligation for all defined benefit pension plans was $2,666.7 million at December 31, 2016 and $2,714.0 million at January 2, 2016. Information regarding pension plans in which accumulated benefit obligations exceed plan assets follows:



	U.S. Plans				Non-U.S. Plans
(Millions of Dollars)	2016		2015		2016		2015
Projected benefit obligation	$	1,359.0	$	1,385.7	$	1,334.1	$	894.5
Accumulated benefit obligation	$	1,353.0	$	1,383.9	$	1,290.7	$	855.5
Fair value of plan assets	$	1,067.1	$	1,081.5	$	990.5	$	566.9

Information regarding pension plans in which projected benefit obligations (inclusive of anticipated future compensation increases) exceed plan assets follows:



	U.S. Plans				Non-U.S. Plans
(Millions of Dollars)	2016		2015		2016		2015
Projected benefit obligation	$	1,359.0	$	1,385.7	$	1,359.0	$	921.7
Accumulated benefit obligation	$	1,353.0	$	1,383.9	$	1,313.2	$	879.4
Fair value of plan assets	$	1,067.1	$	1,081.5	$	1,014.4	$	591.9

The major assumptions used in valuing pension and post-retirement plan obligations and net costs were as follows:



	Pension Benefits
	U.S. Plans						Non-U.S. Plans						Other Benefits
	2016		2015		2014		2016		2015		2014		2016		2015		2014
Weighted-average assumptions used to determine benefit obligations at year end:
Discount rate	4.00	%	4.25	%	3.75	%	2.50	%	3.25	%	3.25	%	3.50	%	3.75	%	3.25	%
Rate of compensation increase	3.00	%	6.00	%	6.00	%	3.75	%	3.25	%	3.50	%	3.50	%	3.50	%	3.50	%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	4.25	%	3.75	%	4.50	%	3.25	%	3.25	%	4.00	%	3.75	%	3.25	%	4.00	%
Rate of compensation increase	6.00	%	6.00	%	6.00	%	3.25	%	3.50	%	3.75	%	3.50	%	3.50	%	3.50	%
Expected return on plan assets	6.50	%	6.50	%	7.00	%	4.75	%	5.25	%	5.75	%	—		—		—

The expected rate of return on plan assets is determined considering the returns projected for the various asset classes and the relative weighting for each asset class. The Company will use a 5.35% weighted-average expected rate of return assumption to determine the 2017 net periodic benefit cost.

PENSION PLAN ASSETS — Plan assets are invested in equity securities, government and corporate bonds and other fixed income securities, money market instruments and insurance contracts. The Company’s worldwide asset allocations at December 31, 2016 and January 2, 2016 by asset category and the level of the valuation inputs within the fair value hierarchy established by ASC 820 are as follows (in millions):



Asset Category	2016		Level 1		Level 2
Cash and cash equivalents	$	50.8	$	35.3	$	15.5
Equity securities
U.S. equity securities	303.8		100.7		203.1
Foreign equity securities	254.1		75.8		178.3
Fixed income securities
Government securities	687.0		227.0		460.0
Corporate securities	687.9				687.9
Insurance contracts	35.0				35.0
Other	63.8				63.8
Total	$	2,082.4	$	438.8	$	1,643.6



Asset Category	2015		Level 1		Level 2
Cash and cash equivalents	$	58.1	$	39.7	$	18.4
Equity securities
U.S. equity securities	296.3		50.4		245.9
Foreign equity securities	269.0		43.2		225.8
Fixed income securities
Government securities	696.7		248.3		448.4
Corporate securities	716.9		—		716.9
Insurance contracts	33.2		—		33.2
Other	58.6		—		58.6
Total	$	2,128.8	$	381.6	$	1,747.2

U.S. and foreign equity securities primarily consist of companies with large market capitalizations and to a lesser extent mid and small capitalization securities. Government securities primarily consist of U.S. Treasury securities and foreign government securities with de minimus default risk. Corporate fixed income securities include publicly traded U.S. and foreign investment grade and to a small extent high yield securities. Assets held in insurance contracts are invested in the general asset pools of the various insurers, mainly debt and equity securities with guaranteed returns. Other investments include diversified private equity holdings. The level 2 investments are primarily comprised of institutional mutual funds that are not publicly traded; the investments held in these mutual funds are generally level 1 publicly traded securities.

The Company's investment strategy for pension assets focuses on a liability-matching approach with gradual de-risking taking place over a period of many years. The Company utilizes the current funded status to transition the portfolio toward investments that better match the duration and cash flow attributes of the underlying liabilities. Assets approximating 50% of the Company's current pension liabilities have been invested in fixed income securities, using a liability / asset matching duration strategy, with the primary goal of mitigating exposure to interest rate movements and preserving the overall funded status of the underlying plans. Plan assets are broadly diversified and are invested to ensure adequate liquidity for immediate and medium term benefit payments. The Company’s target asset allocations include 25%-45% in equity securities, 50%-70% in fixed income securities and up to 10% in other securities. In 2016 and 2015, the funded status percentage (total plan assets divided by total projected benefit obligation) of all global pension plans was 77%, improved from 76% in 2014.

CONTRIBUTIONS — The Company’s funding policy for its defined benefit plans is to contribute amounts determined annually on an actuarial basis to provide for current and future benefits in accordance with federal law and other regulations. The Company expects to contribute approximately $65.6 million to its pension and other post-retirement benefit plans in 2017.

EXPECTED FUTURE BENEFIT PAYMENTS — Benefit payments, inclusive of amounts attributable to estimated future employee service, are expected to be paid as follows over the next 10 years:



(Millions of Dollars)	Total		Year 1		Year 2		Year 3		Year 4		Year 5		Years 6-10
Future payments	$	1,451.4	$	187.9	$	139.4	$	137.3	$	139.5	$	141.6	$	705.7

These benefit payments will be funded through a combination of existing plan assets, the returns on those assets, and amounts to be contributed in the future by the Company.

HEALTH CARE COST TRENDS — The weighted average annual assumed rate of increase in the per-capita cost of covered benefits (i.e., health care cost trend rate) is assumed to be 7.0% for 2017, reducing gradually to 4.5% by 2028 and remaining at that level thereafter. A one percentage point change in the assumed health care cost trend rate would affect the post-retirement benefit obligation as of December 31, 2016 by approximately $1.6 million to $1.8 million, and would have an immaterial effect on the net periodic post-retirement benefit cost.