Document



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Report of Independent Registered Public Accounting Firm	2

Statements of Net Assets Available for Plan Benefits	3

Statements of Changes in Net Assets Available for Plan Benefits	3

Notes to Financial Statements	4

Supplemental Schedule:
Schedule 1: Schedule H, Line 4i – Schedule of Assets (Held at End of Year)	21

Signatures	22

Index to Exhibits	23

We have audited the accompanying statements of net assets available for plan benefits of The Bank of New York Mellon Corporation 401(k) Savings Plan (the Plan) as of December 31, 2016 and 2015, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, the net assets available for plan benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

The supplemental information in the accompanying Schedule H, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2016 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying Schedule H, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016 is fairly stated in all material respects in relation to the 2016 financial statements as a whole.



	December 31,
(in dollars)	2016		2015
Assets:
Investments held in Master Trust, at fair value	$	5,269,144,026	$	4,813,930,654
Fully benefit-responsive investment contracts held in Master Trust, at contract value	325,230,626		282,057,872
Notes receivable from participants	85,890,250		88,229,178
Employer contributions receivable	53,005,476		38,668,825
Cash	—		26,490
Pending investments sales and other receivables	3,171,796		1,670,013
Total assets	5,736,442,174		5,224,583,032

Liabilities:
Pending investment purchases and other liabilities	10,798,700		10,890,194
Total liabilities	10,798,700		10,890,194

Net assets available for plan benefits	$	5,725,643,474	$	5,213,692,838



	Year ended December 31,
(in dollars)	2016		2015
Additions to net assets available for plan benefits:
Net investment income (loss) from Master Trust:
Net appreciation (depreciation) in fair value of investments	$	464,276,950	$	(32,047,534	)
Interest	403		169
Dividends	14,374,562		16,481,871
Total net investment income (loss) from Master Trust	478,651,915		(15,565,494		)
Contributions:
Employer contributions	155,221,041		135,920,849
Participant contributions	202,769,714		194,556,231
Rollover contributions	19,262,241		19,417,082
Total contributions	377,252,996		349,894,162
Interest income on notes receivable from participants	3,515,452		3,552,075
Total additions	859,420,363		337,880,743

Deductions from net assets available for plan benefits:
Benefits paid to participants	345,173,188		368,450,099
Administrative expenses	2,296,539		2,061,925
Total deductions	347,469,727		370,512,024
Net increase (decrease) prior to transfer from other plans	511,950,636		(32,631,281		)

Transfer in from other plans	—		41,596
Net increase (decrease) in net assets available for plan benefits	511,950,636		(32,589,685		)

Net assets available for plan benefits:
At beginning of year	5,213,692,838		5,246,282,523
At end of year	$	5,725,643,474	$	5,213,692,838

The following description of The Bank of New York Mellon Corporation 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document as amended and restated as of July 1, 2015 and as further amended on December 14, 2016 and the Plan’s Summary Plan Description for a more complete description of the Plan’s provisions.

General Information – The Plan is a defined contribution plan sponsored by The Bank of New York Mellon Corporation (“the Company”) and is intended to meet the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan provides employees with the opportunity to invest a portion of their annual compensation in the Plan, augmented by employer contributions, to meet retirement income goals.

The Pareto Partners 401(k) Plan and the Pareto Partners Money Purchase Pension Plan (collectively the “Pareto Plans”) were terminated on December 31, 2013 as directed by the resolution of the Company. On November 28, 2014 and December 1, 2014, respectively, assets from the Pareto Partners 401(k) Plan and the Pareto Partners Money Purchase Pension Plan were transferred to the Plan as directed by the resolution of the Company.

Administration of the Plan – The Plan is administered by The Bank of New York Mellon Benefits Administration Committee (the “Plan Administrator”), a named fiduciary of the Plan. The Plan Administrator has full discretionary power and authority to construe, interpret and administer the Plan, including questions concerning eligibility and payment of benefits and may adopt rules and regulations for administering the Plan. The Bank of New York Mellon Benefits Investment Committee (the “Benefits Investment Committee”) is the named fiduciary which is responsible for investment-related matters, including the establishment of an investment policy, the appointment of investment managers, and the monitoring of the performance of the Plan’s investment funds. There is no assurance that the stated objective of any of the funds can be achieved. The Plan’s trustee is The Bank of New York Mellon (the “Trustee”), a wholly-owned banking subsidiary of the Company. No administrative or custodial fees are paid to the Trustee from Plan assets.

The Benefits Investment Committee appointed Fiduciary Counselors Inc. to serve as the independent fiduciary (“Independent Fiduciary”) to (i) make all fiduciary decisions related to the continued prudence of offering the common stock of the Company or its affiliates as an investment option under the Plan, other than plan sponsor decisions, and (ii) select and monitor any actively or passively managed investments (including mutual funds) managed by the Company or its affiliates to be offered to participants as investment options under the Plan, excluding self-directed accounts.

Eligibility – Employees are eligible to participate in the Plan if they are a salaried U.S. employee of the Company or a subsidiary of the Company which has elected to have its U.S. employees covered by the Plan. U.S. hourly employees of the Company, or a participating subsidiary of the Company, are eligible to participate in the Plan after completing 1,000 hours of service during the 12 month period commencing on the employee’s hire date. U.S. hourly employees who do not complete 1,000 hours during the initial period will be eligible to participate in the Plan after completing 1,000 hours within any calendar year after the employee’s hire date.

Newly eligible employees may begin participating in the Plan as of the first day of the next payroll period beginning after completion of the enrollment process. Newly eligible employees who do not take action to either enroll or decline to enroll in the Plan within a 30 day notification period, are automatically enrolled in the Plan with a pre-tax contribution rate equal to 2% of their base compensation. The money is invested in the LifePath Index Fund closest to the year that the participant will reach age 65.

Effective on July 1, 2016, eligible employees on a U.S. payroll hired before January 1, 2016, who are not contributing at least 1% of their eligible pay on a pre-tax, after-tax or Roth 401(k) basis to the Plan (measured as of a date at least 30 days prior to July 1, 2016) and who are not receiving disability benefits became enrolled in the Plan through a “one-time” automatic enrollment process. On May 27, 2016, Automatic Enrollment Notices were mailed to such eligible employees. Employees had 30 days to make an enrollment choice. Being automatically enrolled in the Plan means that 2% of an employee’s base pay will be automatically contributed from their pay to the Plan each pay period commencing with the first pay period following July 1, 2016. These contributions are matched 100% with the Company’s matching contribution. Employee contributions are invested in the LifePath Index Fund closest to the year in which the employee will reach age 65, unless an employee has an investment election on record.

Investment Funds – Participants in the Plan have the option of investing their contributions through salary deferrals in professionally managed funds offered under the Plan, which include lifecycle funds, passively managed index funds, actively managed funds, a self-directed account (“SDA”) and common stock of the Company. The maximum amount a participant can transfer into the SDA is 50% of their account balance. The performance of the investment funds being offered in the Plan is evaluated regularly, and the funds offered under the Plan may change periodically. As described in Note 3, the Company directly pays, or indirectly reimburses participants’ accounts for, investment management fees related to investment management options that are managed by an affiliate.

The Benefits Investment Committee is authorized to place restrictions on trading in selected funds. Pursuant to this authority, an administrative restriction applies to account balance transfers in and out of investment funds that hold international securities, because these funds are particularly at risk for trading activity that might harm or are inconsistent with the Plan’s retirement objectives. With this restriction, participants may not buy and then sell, or sell and then buy, shares in certain core funds in the Plan within any 15-day calendar period. Trading restrictions imposed by the Company’s Personal Securities Trading Policy also apply to investments in the Company’s common stock (NYSE symbol: BK) under the Plan. With this restriction, participants may not buy and then sell, or sell and then buy, shares of BNY Mellon common stock within any 60-day calendar period.

Contributions – The Plan utilizes a “safe harbor” design under Internal Revenue Service (“IRS”) 401(k) plan regulations in which employee pre-tax, Roth 401(k) and employer matching contributions are not subject to discrimination testing. Participants can contribute pre-tax, Roth 401(k) and/or after-tax contributions to the Plan, with an overall limit of 75% of the participant’s eligible base pay. Eligible base pay is defined as semi-monthly base pay excluding overtime, bonuses, commissions, deferrals to any non-qualified retirement program, or any other special payments, including payments after termination of employment. Federal law limited the total dollar amount participants were eligible to contribute on a pre-tax basis and/or Roth 401(k) basis (described below) to $18,000 in both 2016 and 2015. The Plan limit for after-tax contributions was $16,000 in 2016 and $14,000 in 2015. After-tax contributions are not automatic. A participant must choose to make after-tax contributions to the Plan. Employees may change the rate of contribution or discontinue contributions at any time.

Participants may elect to contribute through the Roth 401(k) contribution option. With the Roth 401(k) feature, participant contributions are on an after-tax basis and growth in the Roth 401(k) portion of the account will be tax-free. The Roth 401(k) contributions qualify for matching contributions and are otherwise subject to the same combined dollar limits applicable to pre-tax contributions (in both 2016 and 2015, $18,000, or $24,000, for participants over age 50 by December 31). In order for the Roth 401(k) investment earnings to be withdrawn tax-free, the distribution must be made at least five years after the first Roth 401(k) contribution and after the participant turns 59½, dies or becomes disabled.

Matching Contributions – In 2016 and 2015, the Company matched 100% of the first 4% of eligible base pay plus 50% of the next 2% of eligible pay contributed by the participant for a maximum matching contribution of 5%. The Company’s matching contributions were paid in cash on a pre-tax basis and invested in the investment options offered under the Plan as directed by the participant.

Retirement Contribution – As noted below, the Company makes an additional annual retirement contribution equal to 2% of eligible base pay to participants. Participants eligible to receive the 2016 annual retirement contribution include employees who were eligible to participate in the Plan and who were actively employed on December 31, 2016, employees who were terminated in 2016 after attaining age 55, employees who died during the plan year and employees on approved long-term disability. In conjunction with The Bank of New York Mellon Corporation Pension Plan freeze effective June 30, 2015, employees who are no longer eligible to accrue benefits in The Bank of New York Mellon Corporation Pension Plan became eligible to receive the 2% annual retirement contribution on July 1, 2015. The annual retirement contribution for these newly eligible participants was based on eligible base pay earned from July 1, 2015 through December 31, 2015. Prior to July 1, 2015, the 2% annual retirement contribution was only paid to participants who were not eligible to accrue benefits in The Bank of New York Mellon Corporation Pension Plan. The retirement contribution for 2016 was paid on March 28, 2017, and the retirement contribution for 2015 was paid on March 28, 2016.

Securities Group Transition Contribution – Participants in the Securities Group 401(k) Plan, prior to the plan merger, were eligible for an annual profit-sharing contribution effective for the 2011 plan year based on the participant’s rate of compensation as of January 1, 2011, or if later, their hire date, which replaced the existing profit-sharing contribution. This transition contribution was paid on March 28, 2012.

Participant Accounts – Each participant’s account is credited with the participant’s pre-tax, Roth 401(k) and/or after-tax contributions, employer matching contributions and retirement contributions, if any. The account is also credited or charged with the proportionate share of changes in the net assets of the Plan arising from investment activities. Distributions with respect to a participant’s interest under the Plan are charged to the participant’s account. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting – Participants are immediately and fully vested in their pre-tax, Roth 401(k) and/or after-tax contributions, any rollover contributions, and earnings or losses on these amounts. Matching contributions to the Plan relating to periods of employment on or after January 1, 2009, plus any earnings or losses these amounts generate, are 100% vested at all times. Retirement contributions will fully vest after three years of service. The Securities Group Transition Contribution vests 20% for each year of service until 100% vested after five years of service, including prior service under the Securities Group 401(k) Plan. If a participant retires, dies or becomes disabled while employed by the Company, the participant’s account balance will be immediately vested.

Forfeitures – If the participant is not fully vested in the matching, retirement and/or transition contributions at the participant’s employment termination date, the nonvested portion of the account balance is forfeited on the earlier of distribution of the vested portion or five consecutive one-year breaks in service. Forfeitures are used to reduce future employer contributions. In 2016 and 2015, forfeitures of $1,238,741 and $1,538,201, respectively, were used to reduce employer contributions. As of December 31, 2016 and 2015, the unallocated forfeitures totaled $9,698 and $29,643, respectively.

Distributions and In-Service Withdrawals – The vested portion of a participant’s account will be payable upon severance of employment, including for reasons of retirement, death, or disability (within the meaning of the Company’s Long-Term Disability Plan). Participants are eligible to request withdrawals following the attainment of age 59½ or in the case of specified hardships. Amounts attributable to after-tax and rollover contributions are available for in-service withdrawal at any time. The Plan also makes mandatory age 70½ distributions pursuant to the minimum distribution regulations issued by the IRS.

Notes Receivable from Participants – Generally, new loans, when added to the amount of any existing loans, cannot exceed the lesser of (a) $50,000 minus the participant’s highest outstanding loan balance in the last 12 months, (b) one-half of the participant’s vested account, or (c) the participant’s account balance, excluding any investments in a SDA. Such loans are repaid in periodic installments through payroll deductions. Recurring direct debit payments are accepted from participants that are on long-term disability or are no longer employed by the Company. Loan repayments, of both principal and interest, are invested by the Trustee among the available investment funds in the same proportions as the participant’s salary reduction contributions are invested. The fixed loan interest rate is one percentage point above the prime lending rate at the time the loans are issued (3.75% at December 31, 2016 and 3.50% at December 31, 2015).

Payment of Benefits – A participant (or their beneficiary) may elect to receive distributions in one lump sum or in a series of quarterly installments over a period not exceeding the lesser of (1) their life expectancy or the designated beneficiary’s joint life expectancy, or (2) ten years. Participants will automatically be paid in a lump sum if their account balance is $1,000 or less. If a portion of a participant’s balance is invested in the Company’s common stock or a SDA, the participant may elect to receive the distribution in-kind or in cash.

Voting Rights – Each participant is entitled to exercise voting rights attributable to the shares of the Company’s common stock allocated to his or her account and will be notified prior to the time that such rights are to be exercised. The Trustee will vote shares for which no directions have been timely received, and shares not credited to any participant’s account, in proportion to the vote cast by participants who have timely responded subject to review by the Independent Fiduciary.

Plan Termination or Plan Merger – Although the Company has no present intention to terminate the Plan, it expressly retains the right to amend, modify or terminate the Plan at any time. Such amendments or modifications may be retroactive, provided that no amendment or modification shall be made which permits Plan assets to be used or diverted for purposes other than the exclusive benefit of the participants or their beneficiaries. In the event of Plan termination, participants will become 100% vested in their accounts. Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the Plan Administrator may determine.

Use of Estimates – The preparation of the financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements, accompanying notes and supplemental schedule. Actual results could differ from those estimates.

Investment Valuation and Income Recognition – Investments held by the Plan are included in The Bank of New York Mellon Corporation Retirement Plans Master Trust (the “Master Trust”). Nearly all investments are reported at fair value. Fair value is defined 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 (an exit price). Investments in fully benefit-responsive investment contracts are required to be reported at contract value. Contract value is the amount participants will receive if they were to initiate permitted transactions under the terms of the Plan.

Investment transactions are recorded on the trade date of the purchase or sale. Dividend income from investments in common stock is recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Net appreciation (depreciation) in fair value includes the gains and losses on investments bought and sold as well as held during the year.

Recent Accounting Guidance – In July 2015, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”), ASU 2015-12, “Plan Accounting: Defined Benefit Pension Plans (Topic 960) Defined Contribution Pension Plans (Topic 962) Health and Welfare Benefit Plans (Topic 965), Part I. Fully Benefit-Responsive Investment Contracts, Part II. Plan Investment Disclosures, and Part III. Measurement Date Practical Expedient.” This ASU is a consensus of the FASB’s Emerging Issues Task Force. This ASU eliminates the requirements to: measure fully benefit-responsive investment contracts at fair value; disaggregate investments by nature, risks, and characteristics; disclose individual investments that represent 5% or more of net assets available for plan benefits; and disclose net appreciation or depreciation for investments by general type. This ASU was effective for plan year ended December 31, 2016. The Plan adopted this ASU retrospectively for the plan year ended December 31, 2016 and restated its disclosures for comparable periods in the Statements of Net Assets Available for Plan Benefits, the Statements of Changes in Net Assets Available for Plan Benefits, Note 6 “Master Trust Financial Information,” Note 7 “Investments in the Master Trust,” Note 8 “Fair Value Measurement,” Note 9 “Fair Value of Master Trust and Plan Net Assets Available for Plan Benefits” and Note 10 “Reconciliation of The Bank of New York Mellon Corporation 401(k) Savings Plan Financial Statements to Form 5500.”

In July 2014, the Securities and Exchange Commission finalized rules that will require institutional prime money market funds (including institutional municipal money market funds) to maintain a floating NAV based on the current market value of the securities in their portfolios rounded to the fourth decimal place. Previously, such funds could maintain a stable NAV of $1.00. Government money market funds and retail money market funds are exempt from these requirements and may continue to maintain a stable NAV, provided each type of fund continues to satisfy certain definitional requirements under the new rule. The compliance date for the floating NAV was October 14, 2016. As a result of the adoption of the final rule, the money market mutual fund option in the Plan was changed effective September 30, 2016.

In February 2017, the FASB issued ASU 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960) Defined Contribution Pension Plans (Topic 962) Health and Welfare Benefit Plans (Topic 965), Employee Benefit Plan Master Trust Reporting.” This ASU is a consensus of the FASB’s Emerging Issues Task Force. This ASU requires, for each master trust in which a plan holds an interest, a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. This ASU also requires all plans to disclose (1) their master trust’s other asset and liability balances and (2) the dollar amount of the plan’s interest in each of those balances. This ASU eliminates the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of the general types of investments. This ASU is effective for plan year ended December 31, 2019. Early adoption is permitted. When adopted, this ASU is not expected to have a material impact on the Plan’s financial statements and related disclosures.

The Trustee, under a declaration of trust, provides for the establishment, management, investment and reinvestment of the Plan’s assets. The Benefits Investment Committee established the Plan’s investment options by offering four investment tiers, which include a broad range of funds as core options. Core options are those funds in which employees can invest directly through payroll contributions. The investment tiers are described below.

Lifecycle Funds – The lifecycle funds consist of a series of LifePath Index Funds which bear different risk profiles based on a targeted retirement date, ranging from 2020 to 2060. Each LifePath Index Fund is a fund-of-funds composed predominantly of a combination of index funds covering the domestic fixed income, domestic equity, international equity and global real estate securities asset classes. The fund manager rebalances the investment mix periodically to gradually shift toward a more conservative profile as the fund’s maturity date approaches. There is also a separate fund for individuals near to or already in retirement, the LifePath Retirement Fund, which intends to preserve savings by maintaining a lower risk profile.

Passively Managed Index Funds – The passively managed index funds consists of four index funds covering the major asset classes (domestic investment grade bonds, domestic large cap equity, mid and small cap equity, and international equity). These funds are designed to track a specific investment index, such as the Standard and Poor’s 500 Index. The fund managers attempt to replicate the holdings and performance of the index, but do not seek to exceed the index’s returns, less fees and expenses.

Actively Managed Funds and Common Stock – As of December 31, 2016, the actively managed funds consist of fourteen funds covering the major asset classes. The investment managers of actively managed funds seek to exceed the returns of a given market index or benchmark. Because this approach often requires a great deal of research and trading activity, fees and expenses are generally higher than the fees of passively managed index funds. The goal is to outperform the market enough to offset those higher expenses. Most of the funds have a multi-manager structure to reduce manager performance risk and to benefit from less than perfect correlation between different types of investment approaches within a sub-asset class.

Self-Directed Account – The investment options include the SDA in which participants may direct the purchase of shares of mutual funds and exchange-traded funds. The minimum initial investment in the SDA is $5,000, and subsequent transfers from any other fund into the SDA must be at least $1,000. The maximum amount that a participant may elect to invest in the SDA is 50% of their account balance. Accordingly, a participant must have at least a $10,000 account balance to be eligible to invest in the SDA.

The Company pays, or reimburses participants’ accounts for, the investment management fees for all passively managed index funds. For those actively managed funds which are wholly or partially managed by an affiliate, the Company directly pays, or reimburses participants’ accounts for, the portion of the investment management fees attributable to the related affiliate. Fees charged by the lifecycle funds, non-affiliated fund managers of actively managed funds and mutual funds and exchange-traded funds in the SDA are paid by the participant. In addition, the Company reimburses participants’ accounts for the administrative fees (or a portion thereof) charged by managers for those investment options that are managed (or partially managed) by an affiliate; however, the Company does not reimburse participants for any portion of the administrative fees charged by managers for those investment options that are managed by entities not affiliated with the Company.

Certain investments of the Plan are managed by subsidiaries of the Company. The Plan holds common stock of the Company. In addition, the Plan issues loans to participants, which are secured by the balances in the participants’ accounts. Therefore, these related transactions qualify as party-in-interest transactions. All other transactions which may be considered party-in-interest transactions relate to normal plan management and administrative services, and the related payment of fees.

The Plan received a favorable determination letter from the IRS dated July 9, 2015, which stated that the Plan and related trust, as amended and restated as of December 19, 2014, was designed in accordance with the applicable Sections of the Internal Revenue Code of 1986 (“IRC”). The Plan, which was the subject of the determination letter, has been amended since receiving the determination letter by the adoption of a qualification amendment, an amended and restated document as of July 1, 2015 and a First Amendment to such July 1, 2015 document. The IRS no longer issues determination letters on amendments to existing plans. However, the Plan Administrator believes the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Accordingly, the accompanying financial statements do not include a provision for federal income taxes.

U.S. generally accepted accounting principles require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken any uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has concluded that as of December 31, 2016 and December 31, 2015, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is no longer subject to federal income tax examinations for the years prior to 2013.



	December 31,
(in dollars)	2016		2015
Assets:
Investments, at fair value	$	10,705,656,898	$	10,021,980,410
Fully benefit-responsive investment contracts, at contract value	325,443,148		282,210,444
Notes receivable from participants	85,890,250		88,229,178
Cash	—		26,493
Pending investment sales and other receivables	89,230,506		112,666,467
Assets held as collateral under securities lending	337,053,672		283,637,823
Total assets	11,543,274,474		10,788,750,815
Liabilities:
Pending investment purchases and other liabilities	42,790,253		77,627,752
Payable upon return of assets loaned	337,053,672		283,637,823
Total liabilities	379,843,925		361,265,575

Net assets available for plan benefits	$	11,163,430,549	$	10,427,485,240



	Year ended December 31,
(in dollars)	2016		2015
Additions to net assets available for plan benefits:
Net investment income (loss):
Net appreciation (depreciation) in fair value of investments	$	798,162,306	$	(181,984,816	)
Interest	56,444,851		57,206,327
Dividends	54,132,830		55,533,041
Total net investment income (loss)	908,739,987		(69,245,448		)
Transfers in	378,780,340		350,950,617
Total additions	1,287,520,327		281,705,169

Deductions from net assets available for plan benefits:
Transfers out	551,575,018		589,502,092
Net increase (decrease) prior to transfer from other plans	735,945,309		(307,796,923		)

Transfer in from other plans	—		41,596
Net increase (decrease) in net assets available for plan benefits	735,945,309		(307,755,327		)

Net assets available for plan benefits:
At beginning of year	10,427,485,240		10,735,240,567
At end of year	$	11,163,430,549	$	10,427,485,240



	December 31,
(in dollars)	2016			2015
Net assets available for plan benefits per the financial statements	$	11,163,430,549		$	10,427,485,240
Add: Adjustments from contract value to fair value for fully benefit-responsive investment contracts	(1,869,491		)	80,664
Net assets available for plan benefits per Form 5500	$	11,161,561,058		$	10,427,565,904



	Year ended December 31,
(in dollars)	2016			2015
Net increase (decrease) in net assets available for plan benefits per the Master Trust financial statements	$	735,945,309		$	(307,755,327	)
Less: Adjustments from contract value to fair value for fully benefit-responsive investment contracts - prior year	80,664			2,603,319
Add: Adjustments from contract value to fair value for fully benefit-responsive investment contracts - current year	(1,869,491		)	80,664
Net change in assets available for plan benefits per Form 5500	$	733,995,154		$	(310,277,982	)



	December 31, 2016				December 31, 2015
			Plan’s ownership percentage				Plan’s ownership percentage
	Fair value (in dollars)				Fair value (in dollars)
	Fair value (in dollars)				Fair value (in dollars)
Common and preferred stock	$	2,572,598,863	26	%	$	2,496,908,486	26	%
Self-directed accounts	122,656,172		100		121,997,932		100
Mutual funds	414,081,729		67		247,728,409		100
Collective trust funds	4,466,914,644		67		4,136,718,306		64
Fixed income	1,573,251,682		—		1,431,313,946		—
Venture capital and partnership interests	47,577,364		—		60,632,815		—
Exchange traded funds	6,392,738		—		60,163,698		—
Funds of funds	1,193,855,606		100		1,139,375,570		100
Hedge fund of funds	139,566,597		—		152,907,812		—
Interest-bearing cash	2,796,699		—		1,043,042		—
Derivative instruments	1,550,907		—		1,478,849		—
Investment contracts with insurance companies	164,413,897		—		171,711,545		—
Total investments at fair value	$	10,705,656,898	49	%	$	10,021,980,410	48	%

The Actively Managed Funds investment tier includes an option to invest in a stable value investment product. This product is an investment in a separate account. The separate account holds a portfolio of investment contracts that comprises a traditional investment contract and a portfolio of synthetic investment contracts. These contracts meet the fully benefit-responsive investment contract criteria and therefore are reported at contract value. Contract value is the relevant measurement for fully benefit-responsive investment contracts, as contract value is the amount participants will receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions and earnings, less benefits paid to participants and administrative expenses.

Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination); (ii) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions; (iii) bankruptcy of the Plan sponsor or other Plan sponsor events (e.g. divestitures or spin-offs of a subsidiary) which cause a significant withdrawal from the Plan; or (iv) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator believes that any such event that would limit the Plan’s ability to transact at contract value with participants is not probable of occurring.

Fixed maturity synthetic GICs consist of an asset or collection of assets and a benefit-responsive, book value wrap contract purchased for the portfolio. The wrap contract provides book value accounting for the asset and assures that benefit-responsive payments will be made for participant directed withdrawals. The crediting rate of the contract is set at the start of the contract and typically resets every quarter. Generally, fixed maturity synthetic GICs are held to maturity. The initial crediting rate is established based on the market interest rates at the time the initial asset is purchased and it will have an interest crediting rate not less than 0%.

Variable rate synthetic GICs consist of an asset or collection of assets that are held in a bankruptcy remote vehicle. The contract is benefit-responsive and provides next day liquidity at book value. The crediting rate on this product resets every quarter based on the then current market index rates and an investment spread. The investment spread is established at the time of issuance and is guaranteed by the issuer for the life of the investment.

Constant duration synthetic GICs consist of a portfolio of securities and a benefit-responsive, book value wrap contract purchased for the portfolio. The wrap contract amortizes gains and losses of the underlying securities over the portfolio duration, and assures that benefit-responsive payments will be made at book value for participant directed withdrawals. The crediting rate on a constant duration synthetic GIC resets every quarter based on the book value of the contract, the market yield of the underlying assets, the market value of the underlying assets and the average duration of the underlying assets. The crediting rate aims at converging the book value of the contract and the market value of the underlying portfolio over the duration of the contract and therefore will be affected by movements in interest rates and/or changes in the market value of the underlying portfolio. The initial crediting rate is established based on the market interest rates at the time the underlying portfolio is funded and it will have an interest crediting rate of not less than 0%.

The interest crediting rate is determined quarterly and is primarily based on the current yield to maturity of the covered investment, plus or minus amortization of the difference between the market value and the contract value of the covered investments over the duration of the covered investments at the time of computation.

Fair value is defined 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. A three-level hierarchy for fair value measurements is utilized based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

Level 2: Observable inputs other than Level 1 prices, for example, are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets include items that are traded less frequently than exchange-traded securities and derivative instruments whose model inputs are observable in the market or can be corroborated by market-observable data. Examples in this category are collective trust funds, fixed income securities, funds of funds, interest-bearing cash and derivative instruments.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. These unobservable inputs reflect the Master Trust’s own assumptions about the market that participants would use to price an asset based on the best information available in the circumstances. Level 3 assets include investment contracts with insurance companies.

Collective trust funds and funds of funds: The fair value of collective trust funds and funds of funds are based on the securities in the portfolio, which typically are the amount that the fund might reasonably expect to receive for the securities upon a sale. These funds are valued using observable inputs on either a daily or monthly basis.

Fixed income investments: Fixed income securities valued at the closing price reported in the active market in which the bond is traded are included in Level 1 of the valuation hierarchy. Fixed income securities included in Level 2 of the valuation hierarchy are valued using quoted prices for comparable securities with similar yields and credit ratings. When quoted prices are not available for identical or similar bonds, the fixed income security is valued using discounted cash flows that maximize observable inputs, such as current yields of similar instruments.

Investment contracts with insurance companies: There are no readily available market quotations for these investments. Certain investment contracts are valued at the present value of the contracted benefits payable using the same mortality and investment return assumptions used to determine Plan liabilities. These contracts are valued on an annual basis.

The preceding methods described may produce a fair value calculation that may not be indicative of future fair values. Furthermore, although the Master Trust believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies and assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.



Master Trust investment assets measured at fair value on a recurring basis as of December 31, 2016
(in dollars)	Level 1		Level 2		Level 3		Total carrying value
Common and preferred stock	$	2,572,598,863	$	—	$	—	$	2,572,598,863
Self-directed accounts	122,656,172		—		—		122,656,172
Mutual funds	414,081,729		—		—		414,081,729
Collective trust funds	—		4,466,914,644		—		4,466,914,644
Fixed income	602,465,809		970,785,873		—		1,573,251,682
Exchange traded funds	6,392,738		—		—		6,392,738
Funds of funds	—		1,193,855,606		—		1,193,855,606
Interest-bearing cash	—		2,796,699		—		2,796,699
Derivative instruments	823,787		727,120		—		1,550,907
Investment contracts with insurance companies	—		—		164,413,897		164,413,897
Total Master Trust investments in the fair value hierarchy	$	3,719,019,098	$	6,635,079,942	$	164,413,897	$	10,518,512,937
Other assets measured at NAV:
Hedge fund of funds							139,566,597
Venture capital and partnership interests							47,577,364
Total Master Trust investments at fair value							$	10,705,656,898



Master Trust investment assets measured at fair value on a recurring basis as of December 31, 2015
(in dollars)	Level 1		Level 2		Level 3		Total carrying value
Common and preferred stock	$	2,496,908,486	$	—	$	—	$	2,496,908,486
Self-directed accounts	121,997,932		—		—		121,997,932
Mutual funds	247,728,409		—		—		247,728,409
Collective trust funds	—		4,136,718,306		—		4,136,718,306
Fixed income	540,084,037		891,229,909		—		1,431,313,946
Exchange traded funds	60,163,698		—		—		60,163,698
Funds of funds	—		1,139,375,570		—		1,139,375,570
Interest-bearing cash	—		1,043,042		—		1,043,042
Derivative instruments	—		1,478,849		—		1,478,849
Investment contracts with insurance companies	—		—		171,711,545		171,711,545
Total Master Trust investments in the fair value hierarchy	$	3,466,882,562	$	6,169,845,676	$	171,711,545	$	9,808,439,783
Other assets measured at NAV:
Hedge fund of funds							152,907,812
Venture capital and partnership interests							60,632,815
Total Master Trust investments at fair value							$	10,021,980,410



Master Trust fair value measurements using significant unobservable inputs for the year ended December 31, 2016
	Investment contracts with insurance companies
(in dollars)	Investment contracts with insurance companies
Fair value at December 31, 2015		$	171,711,545
Total losses included in changes in net assets		(7,297,648		)
Fair value at December 31, 2016		$	164,413,897
Change in unrealized loss for the period included in changes in net assets for assets held at the end of the reporting period		$	(7,297,648	)



Master Trust fair value measurements using significant unobservable inputs for the year ended December 31, 2015
	Investment contracts with insurance companies
(in dollars)	Investment contracts with insurance companies
Fair value at December 31, 2014		$	185,504,773
Total losses included in changes in net assets		(13,793,228		)
Fair value at December 31, 2015		$	171,711,545
Change in unrealized loss for the period included in changes in net assets for assets held at the end of the reporting period		$	(13,793,228	)

The Master Trust has certain investments in which the fair value has been estimated using the NAV per share as a practical expedient. The tables below present information about the Master Trust’s investments valued at the funds’ NAV, as a practical expedient, which also have unfunded commitments and/or redemption provisions.



Master Trust investments valued using NAV as of December 31, 2016
(in dollars)	Fair value			Unfunded commitments			Redemption frequency	Redemption notice period
Hedge fund of funds		$	139,566,597		$	—	Monthly	30-45 days
Venture capital and partnership interests		47,577,364			5,171,690		N/A	N/A
Total		$	187,143,961		$	5,171,690



Master Trust investments valued using NAV as of December 31, 2015
(in dollars)	Fair value			Unfunded commitments			Redemption frequency	Redemption notice period
Hedge fund of funds		$	152,907,812		$	—	Monthly	30-45 days
Venture capital and partnership interests		60,632,815			8,145,603		N/A	N/A
Total		$	213,540,627		$	8,145,603

Note 8 presents investments measured at fair value by the three level valuation hierarchy. The following is a summary of the practices used to estimate fair value of financial assets and liabilities not recorded at fair value. For the Master Trust and the Plan, pending investment sales and other receivables and pending investment purchases and other liabilities approximate fair value due to their short-term nature. Additionally, the estimated fair value of the fully benefit-responsive investment contracts represents the sum of the fair values of the underlying assets. For the Master Trust, assets held as collateral under securities lending and payable upon return of assets loaned approximate fair value due to their short-term nature. For the Plan, employer contributions receivable approximates fair value due to its short-term nature.



Summary of Master Trust financial instruments	December 31, 2016
							Estimated fair value		Carrying value
(in dollars)	Level 1		Level 2		Level 3		Estimated fair value		Carrying value
Assets:
Fully benefit-responsive investment contracts, at contract value	$	—	$	323,573,657	$	—	$	323,573,657	$	325,443,148
Pending investment sales and other receivables	—		89,230,506		—		89,230,506		89,230,506
Assets held as collateral under securities lending	—		337,053,672		—		337,053,672		337,053,672
Total	$	—	$	749,857,835	$	—	$	749,857,835	$	751,727,326
Liabilities:
Pending investment purchases and other liabilities	$	—	$	42,790,253	$	—	$	42,790,253	$	42,790,253
Payable upon return of assets loaned	—		337,053,672		—		337,053,672		337,053,672
Total	$	—	$	379,843,925	$	—	$	379,843,925	$	379,843,925



Summary of Master Trust financial instruments	December 31, 2015
							Estimated fair value		Carrying value
(in dollars)	Level 1		Level 2		Level 3		Estimated fair value		Carrying value
Assets:
Cash	$	26,493	$	—	$	—	$	26,493	$	26,493
Fully benefit-responsive investment contracts, at contract value	—		282,129,871		—		282,129,871		282,210,444
Pending investment sales and other receivables	—		112,666,467		—		112,666,467		112,666,467
Assets held as collateral under securities lending	—		283,637,823		—		283,637,823		283,637,823
Total	$	26,493	$	678,434,161	$	—	$	678,460,654	$	678,541,227
Liabilities:
Pending investment purchases and other liabilities	$	—	$	77,627,752	$	—	$	77,627,752	$	77,627,752
Payable upon return of assets loaned	—		283,637,823		—		283,637,823		283,637,823
Total	$	—	$	361,265,575	$	—	$	361,265,575	$	361,265,575



Summary of Plan financial instruments	December 31, 2016
							Estimated fair value		Carrying value
(in dollars)	Level 1		Level 2		Level 3		Estimated fair value		Carrying value
Assets:
Fully benefit-responsive investment contracts held in Master Trust, at contract value	$	—	$	323,347,156	$	—	$	323,347,156	$	325,230,626
Pending investment sales and other receivables	—		3,171,796		—		3,171,796		3,171,796
Employer contributions receivable	—		53,005,476		—		53,005,476		53,005,476
Total	$	—	$	379,524,428	$	—	$	379,524,428	$	381,407,898
Liabilities:
Pending investment purchases and other liabilities	$	—	$	10,798,700	$	—	$	10,798,700	$	10,798,700
Total	$	—	$	10,798,700	$	—	$	10,798,700	$	10,798,700



Summary of Plan financial instruments	December 31, 2015
							Estimated fair value		Carrying value
(in dollars)	Level 1		Level 2		Level 3		Estimated fair value		Carrying value
Assets:
Cash	$	26,490	$	—	$	—	$	26,490	$	26,490
Fully benefit-responsive investment contracts held in Master Trust, at contract value	—		281,988,806		—		281,988,806		282,057,872
Pending investment sales and other receivables	—		1,670,013		—		1,670,013		1,670,013
Employer contributions receivable	—		38,668,825		—		38,668,825		38,668,825
Total	$	26,490	$	322,327,644	$	—	$	322,354,134	$	322,423,200
Liabilities:
Pending investment purchases and other liabilities	$	—	$	10,890,194	$	—	$	10,890,194	$	10,890,194
Total	$	—	$	10,890,194	$	—	$	10,890,194	$	10,890,194

Benefit claims payable recorded on Form 5500 have been processed and approved for payment prior to December 31, 2016, but not yet paid as of that date. Form 5500 requires fully benefit-responsive investment contracts to be reporting at fair value. Therefore, the adjustment from fair value to contract value for fully benefit-responsive investment contracts represents a reconciling item.



	December 31,
(in dollars)	2016			2015
Net assets available for plan benefits per the financial statements	$	5,725,643,474		$	5,213,692,838
Less: Benefit claims payable	2,661,686			1,994,134
Add: Adjustments from contract value to fair value for fully benefit-responsive investment contracts	(1,868,154		)	80,620
Net assets available for plan benefits per Form 5500	$	5,721,113,634		$	5,211,779,324



	Year ended December 31,
(in dollars)	2016		2015
Benefits paid to participants per the financial statements	$	345,173,188	$	368,450,099
Less: Benefit claims payable – prior year	1,994,134		1,454,533
Add: Benefit claims payable – current year	2,661,686		1,994,134
Benefits paid to participants per Form 5500	$	345,840,740	$	368,989,700

The Master Trust 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 could materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits.

The Master Trust provides for investment in the Company’s common stock. At both December 31, 2016 and December 31, 2015, 12% of the Plan’s total assets were invested in the common stock of the Company. The value of the Company’s common stock is entirely dependent upon the performance of the Company and the market’s valuation of such performance.

Effective July 1, 2017, the Company amended the Plan to add an “auto-escalation” contribution feature. By adopting this feature, the rate at which a participant contributes to the Plan will automatically increase by 1% each year on July 1 following the calendar year in which the employee becomes eligible to participate in the Plan, up to a maximum of 10%. There will be a special enrollment process for employees who became eligible to participate in the Plan prior to January 1, 2017. Prior to each July 1, the participant will receive a notice indicating that their contribution rate is set to increase by 1% until their rate reaches 10%. Participants can opt out of the contribution rate increases at any time. Participant contributions will be invested in the investment options offered under the Plan as directed by the participant. If the participant does not have an investment election on record, the contributions will be invested in the LifePath Index Fund closest to the year that the participant will reach age 65.



	Identity of issue, borrower, lessor, or similar party	Description of investments and notes receivable	Cost	Current value

*	Master Trust	Common stock, self-directed accounts, mutual funds, collective trust funds and funds of funds	N/A	$	5,269,144,026

*	Master Trust	Fully benefit-responsive investment contracts, at contract value	N/A	325,230,626

*	Notes receivable from participants	Notes receivable from participants at interest rates ranging from 3.25% to 10.00% due from less than 1 year to 10 years	-	85,890,250

		Total investments and notes receivable (held at end of year)		$	5,680,264,902



	By:	/s/ Monique R. Herena
		Monique R. Herena
		Senior Executive Vice President and
		Chief Human Resources Officer





	By:	/s/ Kurtis R. Kurimsky
		Kurtis R. Kurimsky
		Corporate Controller



Exhibit No.	Description	Method of Filing

23.1	Consent of Independent Registered Public Accounting Firm.	Filed herewith.



GICs	December 31,
(in dollars)	2016		2015
Synthetic GICs	$	299,400,018	$	245,566,379
Traditional GICs	26,043,130		36,644,065
Total GICs	$	325,443,148	$	282,210,444


•	Hedge fund of funds: The hedge fund of funds are valued at NAV, which is based on the fair value of the underlying investments held by the fund, less its liabilities. These funds are either valued on a daily or monthly basis.


9.	Fair Value of Master Trust and Plan Net Assets Available for Plan Benefits


4.	Party-in-Interest Transactions