Notes to Financial Statements
(1) Description of Plan
The following description of SAP America, Inc. 401(k) Plan (the Plan) provides only general information. Participants should refer to
the Plan agreement for a complete description of the Plans provisions.
General
The Plan is a defined contribution plan covering all employees of SAP America, Inc., SAP International, Inc., SAP Labs, LLC, SAP Public
Services, Inc., SAP Global Marketing, Inc., SAP National Security Services, Inc., TomorrowNow, Inc., SAP Industries, Inc., Sybase, Inc., Ariba, Inc., SuccessFactors, Inc., and Hybris (U.S.) Corporation (collectively, the Company or
the Companies). There are no minimum age or service requirements for employees to become eligible to participate in the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974
(ERISA). The Plan
is also subject to certain provisions of the
Internal Revenue Code of 1986
(the Code). The Companies are subsidiaries of SAP SE (the Parent Company or SAP).
Contributions
Participants may contribute, on a
pre-tax
basis, a portion of their eligible annual compensation, as
defined by the Plan, not to exceed $18,000 for 2017 and 2016. The Plan limits eligible compensation to the amount prescribed by Section 401(a)(17) of the Code for purposes of compensation reduction contributions and limits the amount of annual
additions to the amount prescribed by Section 415(c) of the Code. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 17 registered investment companies, one
money market fund, the Parent Companys ADR Stock Fund and 16 common collective trusts as investment options for participants. A
self-directed
brokerage account option is also available to allow
participants to select investment options not specifically offered by the Plan. During 2017 and 2016, the Company matched 75% of the first 6% of eligible compensation that a participant contributes to the Plan. For purposes of employer matching and
employer discretionary contributions, the Company limited the eligible compensation to $270,000 in 2017 and $265,000 in 2016. Employees are permitted to make
pre-tax
and
after-tax
contributions of up to 25% of compensation. Participants are permitted to make different contribution elections for (a) compensation consisting of bonuses and commissions, and (b) all other
wages. The matching employer contribution is invested as directed by the participant and paid on a quarterly basis.
The Company provides
additional employer contributions for certain employees who were participants of the Companys former pension plan. The additional employer contribution percentage ranges from 1% to 3% of eligible compensation based on the employees age
and years of service as of December 31, 2008. The contributions are subject to annual Internal Revenue Service (IRS) compensation and contribution limits. The additional contributions for eligible participants will cease after 2018.
Additional employer discretionary contributions may be contributed at the option of the Company and are invested as directed by the
participant. Employer discretionary contributions were not made in 2017 or 2016. The employer discretionary contributions are allocated to participants who, with respect to the plan year for which a contribution is made, are employed by the Company
on the last day of the plan year, have worked 1,000 hours in that year, and have elected a deferral contribution. The employer discretionary contributions are allocated as an additional matching contribution.
(Continued)
4
The applicable dollar limits on
pre-tax
contributions
allow individuals who have reached age 50 by the end of the plan year, and who can no longer make additional
pre-tax
contributions because of limitations imposed by the Code or the Plan, to make additional
catch-up
contributions for that year. Eligible individuals may make
catch-up
contributions up to the lesser of (a) the individuals
compensation for the year less any other deferrals, or (b) $6,000 for 2017 and 2016.
In 2017, assets of $2,136,149 were transferred
into the Plan from retirement plans of acquired companies merged into the parent. These transfers are included in Rollovers on the Statements of Changes in Net Assets Available for Benefits.
Participant Accounts
All employer and employee contributions made to the Plan on behalf of a participant are credited to the account established in that
participants name. As of each valuation date, each participants account, after considering any contributions made on behalf of that participant and allocated to their account, is credited with earnings/losses attributable to the
participants chosen investments. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. All amounts credited to the participants account are invested as directed by
the participant. All dividends, capital gain distributions, and other earnings received on investment options are specifically credited to a participants account and are immediately used to invest in additional shares of those investment
options. Participant recordkeeping and administrative expenses are deducted directly from participant investment accounts.
Vesting
Participants are vested immediately in their contributions plus actual earnings/losses thereon. Vesting in the employer
contribution to their accounts is based on years of service as defined in the Plan. A participant is 50% vested after two years of service and 100% vested after three years of service.
Forfeitures
Forfeitures are first applied to pay administrative expenses (in lieu of allocation to participant accounts) and then to offset required
employer contributions. For the years ended December 31, 2017 and 2016, forfeitures of $1,064,988 and $700,150, respectively, were used to pay administrative expenses (in lieu of allocation to participant accounts) and/or to offset required
employer contributions. At December 31, 2017 and 2016, forfeited
non-vested
accounts totaled $723,076 and $701,262, respectively.
Notes Receivable from Participants
Participants may borrow up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The majority of the Plans
outstanding notes receivable from participants are secured by the vested balance in each participants account with original terms of up to 60 months; however, a longer term may be permitted in accordance with the Plan document. The notes
receivable from participants bear interest at rates, which are based upon the prevailing commercial lending rates charged by professional lenders for similarly secured personal loans. The rate currently set by the Plan Administrator is the prime
interest rate plus 1% and is adjusted for new loans weekly. During the term of the loan, the rate is fixed. A maximum of two notes receivable with outstanding balances is permitted at any time for each participant. Principal and interest is paid
through payroll deductions. As of December 31, 2017, the interest rates on participant notes range from 4.25% to 9.25%.
(Continued)
5
Payment of Benefits
Upon termination of employment, a participant may elect to receive a distribution equal to the value of the participants vested interest
in their account in the form of a
lump-sum
amount, agreed upon installments, or a life annuity with or without a survivor option. Employees (other than 5% owners) who attain the age of 70
1
⁄
2
years will not be required to commence minimum distributions until they terminate employment. Employees may elect withdrawals during employment subject to
the terms described in the Plan document.
Plan Amendment
In 2017, the Plan was amended, effective January 1, 2018, to allow participants to elect Roth type tax treatment for a portion or all of
their retirement plan contributions. The amendment also removed the compensation limit for purposes of calculating the employer match. All other limitations as provided by the Code remain in place.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan:
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting. Certain 2016 amounts have been reclassified for
comparability with the 2017 presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Plan investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the
net asset value of shares held by the Plan at
year-end.
Shares in the SAP ADR Stock Fund and the Vanguard Common Collective trusts are valued based on their underlying securities.
Purchases and sales of securities are recorded on a
trade-date
basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the
ex-dividend
date. Net appreciation/(depreciation) includes the Plans gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is
recorded on the accrual basis. Delinquent notes receivable from a participant are reclassified as distributions based upon the terms of the Plan document.
Payment of Benefits
Benefits are recorded when paid.
(3) Fair
Value Measurements
Fair value (as described in FASB ASC Topic 820) is the price that would be received to sell an asset, or paid to
transfer a liability, in an orderly transaction between market participants at the measurement date. Topic 820 establishes a framework for measuring fair value. It establishes a
three-level
hierarchy for fair
value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
(Continued)
6
Valuation Hierarchy
A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. The three levels of the fair value hierarchy under FASB ASC Topic 820 are described as follows:
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Level 1
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Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets and liabilities include registered investment companies (mutual funds), money market
funds, common stocks and brokerage option.
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Level 2
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Observable inputs other than Level 1 prices, for example, 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 and liabilities include items that are traded less frequently than exchange traded
securities and whose model inputs are observable in the markets or can be corroborated by market observable data. Examples in this category are common collective trust funds.
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Level 3
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement. These unobservable inputs reflect the Plans own assumptions about the market that participants would use to price an asset
based on the best information available in the circumstances. The Plan has no Level 3 investments.
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Valuation Methodologies
Following is a description of the valuation methodologies used for instruments measured at fair value. There have been no changes in the
methodologies used at December 31, 2017 and 2016.
Registered Investment Companies: Mutual funds and Money Market funds are valued at
the net asset value (NAV) on a market exchange. Each funds NAV is calculated as of the close of business of the New York Stock Exchange and National Association of Securities Dealers Automated Quotations. The funds are open-ended and trade in
accordance with Securities and Exchange requirements at a quoted market price.
SAP ADR Stock Fund: The stock fund includes the Parent
Companys common stock and is valued at the closing price reported in the active market in which the individual securities are traded.
Vanguard Brokerage Option: Equities are valued at last quoted sales price as of the close of business.
Common Collective Trust Funds: These investments are public investment securities valued using the NAV provided by the Trustee. The NAV is
quoted on a private market that is not active; however, the unit price is based on underlying investments, which are traded on an active market.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future
fair values. Furthermore, although the Plan 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.
(Continued)
7
The following table summarizes, by level within the fair value hierarchy, the Plans
investment assets at fair value as of December 31, 2017. As required by FASB ASC Topic 820, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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Fair value measurements using input levels
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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2,392,135,913
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$
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$
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$
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2,392,135,913
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Money Market Fund
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1,269,352
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1,269,352
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SAP ADR Stock Fund
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59,641,559
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59,641,559
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Vanguard Brokerage Option
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36,916,935
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36,916,935
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Common Collective Trust Funds
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1,551,854,163
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1,551,854,163
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Total investments measured at fair value
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$
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2,489,963,759
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$
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1,551,854,163
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$
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4,041,817,922
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Common Collective Trust Funds measured at net asset value*
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212,414,885
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Total investments
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$
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4,254,232,807
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The following table summarizes, by level within the fair value hierarchy, the Plans investment assets at
fair value as of December 31, 2016. As required by FASB ASC Topic 820, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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Fair value measurements using input levels
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Level 1
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Level 2
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Level 3
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Total
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Mutual Funds
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$
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2,558,023,070
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$
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$
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$
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2,558,023,070
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Money Market Fund
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1,220,473
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1,220,473
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SAP ADR Stock Fund
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46,154,759
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46,154,759
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Vanguard Brokerage Option
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30,646,511
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30,646,511
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Common Collective Trust Funds
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630,201,783
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630,201,783
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Total investments measured at fair value
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$
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2,636,044,813
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$
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630,201,783
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$
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3,266,246,596
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Common Collective Trust Funds measured at net asset value*
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219,880,712
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Total investments
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$
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3,486,127,308
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*
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Certain investments that are measured at fair value using the net asset value (NAV) per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts
presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits.
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During 2017, investment values of the Vanguard Institutional Index Mutual Fund totaling $514,461,679 were transferred to the Vanguard Institutional 500 Index
Trust Fund and investment values of the Total Bond Market Index Mutual Fund of $187,699,352 were transferred to the Vanguard Institutional Total Bond Market Index Trust as investment balances and investment options for Plan participants. There were
no significant transfers among investment levels during the year ended December 31, 2016.
(Continued)
8
(4) Investments in Vanguard Retirement Savings Trust (VRST)
The Plan holds an investment in a collective trust, specifically the VRST that invests in a combination of synthetic contracts (backed
primarily by Vanguard bond trust funds), traditional insurance, bank contracts and contracts that are backed by bond funds and trusts. The issuers ability to meet these obligations may be affected by economic developments in their respective
companies and industries. The VRST seeks stable returns comparable to those of short-term fixed income securities. The average maturity range of investments in the trust is 2 to 4 years.
Distributions of net investment income to unit holders are declared and accrued daily. Withdrawals may be made for the primary purposes of
funding an authorized distribution, withdrawal, or loan disbursement. Certain withdrawals may be subject to market value adjustments calculated in accordance with the provisions of the investment contracts. There are no unfunded commitments.
(5)
Related-Party
Transactions
Certain Plan investments are shares of mutual funds, stocks or common collective trust funds managed by an affiliate of Vanguard Fiduciary
Trust Company. Vanguard Fiduciary Trust Company is the Trustee as defined by the Plan (Plan Trustee) and, therefore, these transactions qualify as
party-in-interest
transactions. All fees for the investment management services are paid by the Company. The Company may be reimbursed for reasonable Plan expenses paid by the Company on behalf of the Plan, provided the Company advises the Plan Trustee of the
liability owed to the Company. Additionally, participants can invest in the Parent Companys ADR Stock Fund. The Parent Company is a related party.
(6) Plan Termination
Although it has not
expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to amend, modify, or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would
become 100% vested in their employer contributions and earnings thereon.
(7) Tax Status
On March 13, 2018, the IRS issued a determination letter to the Company indicating that the Plan, as amended and restated as of
January 1, 2006 including amendments adopted through January 30, 2017 was in compliance with the applicable provisions of the Code and the regulations thereunder. The Plan has been further amended since January 30, 2017; however, the
Plan Administrator believes that the Plan is designed, and is currently being operated, in compliance with applicable provisions of the Code and therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and
recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits
for any tax periods in progress.
(8) Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit
risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
(Continued)
9
(9) Reconciliation of Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500.
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December 31,
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2017
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2016
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Net assets available for benefits per the financial statements
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$
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4,302,231,023
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$
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3,529,961,195
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Adjustment for employer match receivable recorded in financial statements
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(899,369
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)
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Net assets available for benefits per the Form 5500
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$
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4,302,231,023
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$
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3,529,061,826
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The following is a reconciliation of the net increase in net assets available for benefits per the financial
statements to the Form 5500.
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For the year ended
December 31,
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2017
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Net increase in assets available for benefits per the financial statements
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$
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772,269,828
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Adjustment for employer match receivable recorded in financial statements
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899,369
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Transfers to the Plan from retirement plans of acquired companies merged into the parent
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(2,136,149
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)
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Net income per the Form 5500
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$
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771,033,048
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(10) Subsequent Events
The Plan has evaluated subsequent events through June 19, 2018, the date the financial statements were available to be issued.
10