Notes to Financial Statements
December 31, 2015 and 2014
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1.
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Establishment and Description of Plan
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Effective
January 1992, CONMED Corporation (the "Company") established the CONMED Corporation Retirement Savings Plan (the "Plan").
The Plan is a defined contribution plan covering all employees of the Company and its subsidiaries who meet the service requirements
set forth in the Plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
The following brief description of the Plan is provided for general information purposes only. Participants should refer to the
Plan agreement for more complete information.
Administration of the Plan
The Company
serves as Plan Administrator with full power, authority and responsibility to control and manage the operation and administration
of the Plan.
Contributions
A participant
can contribute 1 to 50 percent of his or her annual compensation, as defined, up to the maximum annual limitations as provided
by the Internal Revenue Code (“IRC”). Participants who have attained age 50 before the end of the Plan year are eligible
to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified plans.
The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless
they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 3%
of eligible compensation and their contribution invested in a designated balanced fund until changed by the participant. Effective
January 1, 2015, the pre-tax contribution of an employee who is contributing less than 7% of the employee’s annual compensation,
as defined in the plan document, will automatically increase annually in 1% increments until the employee’s pre-tax contribution
election reaches 7% of annual compensation, provided the employee has not elected to opt-out of the automatic increase feature.
The Company matches 100 percent of each participant's contribution up to a maximum of 7 percent of participant compensation. Forfeitures
of terminated participants’ non-vested accounts are used to reduce employer contributions or to pay Plan expenses. Forfeitures
reduced employer contributions by approximately $306,075 in 2015. At December 31, 2015 and 2014, forfeited non-vested accounts
totaled $1,270 and $1,365, respectively.
At December
31, 2015 and 2014, the Plan has recorded a liability of $0 and $18,995, respectively, for amounts refundable by the Plan to participants
for contributions made in excess of amounts allowed under the IRC.
Participant Accounts
Each participant's
account is credited with the participant's contribution and allocation of (a) the Company's contribution, (b) Plan earnings and
(c) administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which
a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting
Each participant
is immediately vested in his or her voluntary contributions plus earnings thereon. A participant vests at 20% per year of service
and becomes fully vested in the remainder of his or her account upon the completion of five years of service.
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Investment Options
Participants
are allowed to invest in a variety of investment choices as more fully described in the Plan literature. Participants may change
their investment options on a daily basis.
Notes Receivable from Participants
A participant
may obtain a loan between $500 and $50,000, limited to 50 percent of his or her vested account balance. Each loan bears interest
at prime plus 1 percent and is secured by the balance in the participant's account. Repayment is required over a period not to
exceed five years or up to fifteen years where the loan is for the purchase of a primary residence. Loan repayments are allocated
among the investment options consistent with the participant's contribution investment election.
Payment of Benefits
Participants
or their beneficiaries are eligible to receive benefits under the Plan upon normal retirement, death, total and permanent disability
or termination for any reason including those previously mentioned. The Plan also provides for withdrawals by participants prior
to termination. Benefits are payable in accordance with the Plan agreement.
Plan Termination
While the
Company anticipates and believes that the Plan will continue, it reserves the right to discontinue the Plan subject to the provisions
of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.
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2.
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Significant Accounting Policies
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Basis of Accounting
The accounts
of the Plan are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the
United States of America.
Notes
Receivable from Participants
Notes
receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes
receivable from participants are reclassified as distributions based upon the terms of the Plan document.
Investment Valuation and
Income Recognition
Investments
are reported at fair value. Fair value 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.
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
The Financial
Accounting Standards Board (“FASB”) guidance defines fair value and establishes a framework for measuring fair value
and related disclosure requirements. The FASB defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value. The framework
provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described
below:
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Level 1 -
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Inputs to the valuation methodology are unadjusted quoted
prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2 -
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Inputs to the valuation methodology include:
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•
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Quoted prices for similar assets or liabilities in active markets;
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•
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Quoted prices for identical or similar assets or liabilities in inactive markets;
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•
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Inputs other than quoted prices that are observable for the asset or liability;
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•
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Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.
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If the
asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of
the asset or liability.
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Level 3 -
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Inputs to the valuation methodology are unobservable
and significant to the fair value measurement.
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The
asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input
that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and
minimize the use of unobservable inputs.
Following
is a description of the valuation methodologies used for investments measured at fair value. There have been no changes in the
methodologies used at December 31, 2015 and 2014.
Mutual Funds
These investments are valued
using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying
assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price
in an active market and classified within level 1 of the valuation hierarchy.
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Common Collective Trust
These investments are valued
using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund,
minus its liabilities, and then divided by the number of shares outstanding. The NAV is classified within level 2 of the valuation
hierarchy because the NAV’s unit price 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 fair value of the underlying investments is obtained from information
provided by the investment advisor using the audited financial statements of the common collective trust at year end.
Common Stock
Common stock is valued at the
closing price reported on the common stock’s respective stock exchange and is classified within level 1 of the valuation
hierarchy.
Preferred Stock
Preferred stock is valued at
the closing price reported on the New York Stock Exchange and is classified within level 1 of the valuation hierarchy.
Corporate Bonds
Corporate Bonds are valued at
the closing price reported on the active market on which the individual securities are traded and is classified within level 1
of the valuation hierarchy.
Money Market Funds
These investments are valued
using $1 for the NAV. The money market funds are classified within level 2 of the valuation hierarchy.
The methods
described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future
fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in
a different fair value measurement at the reporting date.
The following
table sets forth by level, within the fair value hierarchy, the Plan's investments at fair value:
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Investments at Fair Value as of December 31, 2015
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Level 1
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Level 2
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Total
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Mutual Funds
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$
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143,212,448
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$
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-
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$
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143,212,448
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Common Collective Trust
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-
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10,033,384
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10,033,384
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Common Stock
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8,993,565
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-
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8,993,565
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Preferred Stock
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213,673
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-
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213,673
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Corporate Bonds
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86,438
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-
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86,438
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Money Market Funds
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-
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9,079,869
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9,079,869
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Total Investments at Fair Value
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$
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152,506,124
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$
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19,113,253
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$
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171,619,377
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CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
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Investments at Fair Value as of December 31, 2014
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Level 1
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Level 2
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Total
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Mutual Funds
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$
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145,142,952
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$
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-
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$
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145,142,952
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Common Collective Trust
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-
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10,387,244
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10,387,244
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Common Stock
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9,854,678
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-
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9,854,678
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Preferred Stock
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216,366
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-
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216,366
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Corporate Bonds
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100,232
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-
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100,232
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Money Market Funds
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-
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9,134,423
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9,134,423
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Total Investments at Fair Value
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$
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155,314,228
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$
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19,521,667
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$
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174,835,895
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Purchases
and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is recorded
on the accrual basis. Net depreciation includes the Plan's gains and losses on investments bought and sold as well as held during
the year.
Contributions
Participant
contributions and matching employer contributions are recorded in the period during which the Company makes payroll deductions
from the participants’ earnings.
Administrative Expenses
The Plan’s
administrative expenses are paid by either the Plan or the Plan’s Sponsor as defined in the Plan document.
Payment of Benefits
Benefit
payments to participants are recorded upon distribution.
Use of Estimates
The preparation
of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein,
and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
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 these investments, it is at least reasonably possible that changes in their
values 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.
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Recent Accounting Pronouncements
In
July 2015, the FASB issued Accounting Standards Update “ASU” 2015-12, Plan Accounting: Defined Benefit Pension Plans,
Defined Contribution Pension Plans, Health and Welfare Benefits
Plans (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date
Practical Expedient – Consensuses of the Emerging Issues Task Force. This ASU is effective for all plans with fiscal years
beginning after December 15, 2015. Early adoption is permitted and the Plan has elected to adopt Part II of the ASU on a retrospective
basis as of December 31, 2015. The amendments in Part II of the ASU remove the requirement to disclose investments that represent
5% or more of total net assets, eliminate certain fair value related disclosures, and remove the requirement to disclose the net
appreciation or deprecation in the investments of the plan by the type of investment. Accordingly, related information reported
as of December 31, 2014 has been modified to reflect these changes.
In connection
with the issuance of ASU 2015-12, additional clarification was provided related to the treatment of indirectly held investment
contracts. Prior to this clarification, there was diversity in practice as to the presentation of stable value funds and common/collective
trust funds that held fully benefit-responsive investment contracts. The new guidance clarifies that these funds should be presented
at net asset value. Accordingly, the 2014 financial information has been adjusted to reflect this change in presentation and to
eliminate the fair value to contract value adjustment.
The trust
established under the Plan to hold the Plan’s assets is qualified pursuant to the appropriate section of the IRC, and, accordingly,
the trust’s net investment income is exempt from income taxes. The Plan has obtained a favorable tax determination letter,
dated January 11, 2013, from the Internal Revenue Service (“IRS”). The Plan was last amended in January 2016. The Plan
Administrator and the Plan’s tax counsel believe that the Plan, as amended, is designed, and is currently being operated,
in compliance with the applicable requirements of the IRC.
Accounting
principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan
and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained
upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as
of December 31, 2015, there are no uncertain 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.
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
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4.
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Transactions with Parties-in-Interest
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As of December 31,
2015 and 2014, the Plan held certain securities issued by the Company as follow:
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December 31, 2015
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December 31, 2014
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Number
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Number
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of
Shares
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Fair
Value
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of
Shares
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Fair
Value
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CONMED Corporation
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Common Stock
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113,362
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$
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4,993,596
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124,112
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$
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5,580,076
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In addition,
certain assets of the Plan are invested in funds managed by Fidelity. Fidelity is the trustee of the Plan and, therefore, is considered
to be a party-in-interest. Notes receivable from participants also qualify as party-in-interest transactions.
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5.
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Reconciliation of Financial Statements to Form 5500
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The following
is a reconciliation of the financial statements to the Form 5500:
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December 31,
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December 31,
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2015
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2014
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Net Assets Available for Benefits Per the Financial Statements
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$
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176,659,298
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$
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179,904,708
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Contract Value to Fair Value Adjustment reflected on Form 5500
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-
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154,077
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Net Assets Available for Benefits Per the Form 5500
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$
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176,659,298
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$
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180,058,785
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Net Decrease in Net Assets Available for Benefits Per the Financial Statements
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$
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(3,245,410
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)
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Contract Value to Fair Value Adjustment Reflected on Prior Year Form 5500
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(154,077
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)
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Net Loss Per the Form 5500
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$
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(3,399,487
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)
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