ACA update

Page 2 Disclaimer ► This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ► The views expressed by the presenters are not necessarily those of EY. ► This presentation is © 2015 EYGM Limited. All Rights Reserved. EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more of the member firms, of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com.

Page 3 Agenda ► The ACA today ► Overview of employer mandate and IRS reporting ► Financial statement implications ► Impact of federal and state exchanges on employers ► Risk factors

Page 4 The ACA today

Page 5 The current political landscape

Page 6 Timeline of employer key dates ► Health Exchange notices will begin to be issued ► Employers begin collecting data for IRS information reporting requirements ► March: Information reporting due to IRS on employee coverage offers and enrollment due for 2015 ► Excise tax assessments issued to employers by the IRS (where applicable) ► Excise tax on high-cost plans begins (Cadillac tax) ► Individual mandate effective ► Premium tax credits available ► Medicaid expansion in some states ► Temporary reinsurance fee begins ► Employer mandate takes effect for employers with more than 100 FTEs ► Last year for temporary reinsurance fee ► January: Annual employer coverage statement due to employees ► States may elect to open SHOP Exchanges to large group market ► States may seek innovation waivers for alternative coverage models Key ACA employer milestones ► Internal control review/ preparation for external audits 1st quarter By 2024, ACA is expected to have added 25M previously uninsured Americans ► Open enrollment for individuals for 2015 runs November 15, 2014 through February 15, 2015 (extended)

Page 7 A new environment Misclassified contingent workers may expose an employer to excise taxes Employers need processes to timely respond and/or appeal to Marketplace determinations Internal controls must be established and documented to avoid financial statement liability contingencies or accruals Significant technology changes may be needed for tracking employee population and reporting requirements 10,000 full-time employees + 2,000 misclassified contingent workers = 12,000 total employees could be subject up to a US$24m excise tax Risk 1Risk 2 Risk 3Risk 4 US$100/day for non-compliance excise tax assessment of up to US$3,000 per employee receiving a premium tax credit

Page 8 15% System design Exposure to the excise tax 16% Financial statement considerations 12% Not concerned 12% Reporting 45% EY poll What are your top concerns with respect to implementing the ACA?

Page 9 Overview of employer mandate and IRS reporting

Page 10 §4980H: employer mandate excise tax Employers who do not offer coverage may subtract the first 30 (80 in 2015) workers when calculating their liability for taxes under IRC §4980H(a). Taxes under IRC §4980H(b) are capped at an amount not to exceed an employer’s potential tax under IRC §4980H(a). ► If a large employer fails to offer coverage to its full-time (FT) employees and their dependents, employers face a tax of: ► $2,000 x the total number of FT employees, if at least one FT employee receives a premium tax credit ► Met if at least 95% of FT employees are offered coverage; reduced to 70% for 2015 ► If a large employer offers coverage to their full-time (FT) employees and their dependents but the coverage is unaffordable or does not provide minimum value, employers face a penalty of the lesser of: ► $3,000 x the number of FT employees receiving a premium tax credit, or ► $2,000 x the total number of FT employees Failure to offer affordable coverage IRC §4980H(b) Failure to offer coverage IRC §4980H(a)

Page 11 §4980H: Key definitions ► Large employer: 50 or more full time equivalent employees (100 or more in 2015); determined on a controlled group basis ► Applicable to governmental units and tax-exempt organizations, as well as taxable entities ► Full-time employee: Employee who works on average 30 hours per week, per month or 130 hours of service per calendar month ► Significant complexities associated with hours counting and measurement periods ► Hours of service: Each hour for which an employee is paid or entitled to payment; equivalency rules available for salaried employees ► Affordability and minimum value: Employee’s premium share for self- only coverage providing minimum value cannot exceed 9.5% of employee’s “household income”; 60% actuarial value

Page 12 §6055 and §6056: information reporting rules §6055§6056 Purpose Provide report to individuals and IRS with evidence of minimum essential coverage to administer individual mandate Provide report to IRS and individuals with evidence of offer of coverage to administer employer mandate and premium tax credit validation Information reported ► Employer- and employee-specific data such as name, address, Taxpayer Identification Number (TIN) for individuals covered by minimum essential coverage ► Each month during which individual is covered ► Employer identifying information ► Identifying information for all full-time employees ► Plan data, including employee cost and time offered, on a month-by-month basis Due dates January 31, 2016 for statements to employees March 31, 2016 for reporting to IRS Form Combined §6055/6056 reporting for self-funded plans: Form 1095-C to employees Form 1094-C to IRS for each FEIN Copies of all Forms 1095-Cs to IRS

Page 13 IRS reporting regulations overview ► Must provide counts of full-time employees and all employees on a month-by- month basis, by FEIN ► Must report detailed information about the employer-provided health care plans for employees offered coverage on a month-by-month basis ► Generally requires TIN reporting of all covered individuals, including dependents ► Reporting requirements are applied separately to each subsidiary in the controlled group ► For most organizations, these regulations require a great deal of analysis of the workforce and could involve changes to IT systems to gather the information to be reported ► While the reporting begins with the 2015 calendar year, tracking employees during "look-back" periods will often require analysis from the 2014 year

Page 14 Systems considerations 1094-C 1095-C Employee master data Time and attendance Payroll Benefits administration Consolidated data Labor scheduling Contingent worker database

Page 15 Systems considerations Are systems set up to capture the following information, on a monthly basis: ► For each full-time employee (and part-time employees, if offered coverage): ► Was minimum essential coverage providing minimum value offered: ► To the employee only ► To the employee's spouse, and/or ► To the employee's dependents? ► What is the employee's share of lowest-cost monthly premium for self-only coverage providing minimum value? ► Was the employee's effective date of coverage was affected by a waiting period? ► Which affordability safe harbor was used? ► The name, address, and tax identification number for the primary insured and each individual enrolled in minimum essential coverage ► Months during which the individual is treated as having minimum essential coverage (in place of dates of coverage)

Page 16 Employee AAA AAA has less than 30 hours of service per week during a standard measurement period and is therefore not offered coverage at open enrollment for coverage in AAA subsequently begins to work more than 30 hours. If AAA averages more than 30 hours when measured at the end of the standard measurement period in 2015, then AAA should be offered coverage for the entire next stability period in AAA and employer ongoing (standard) measurement period < 30 hours Admin. AAA stability period AAA and employer ongoing (standard) measurement period > 30 hours Admin.AAA and employer ongoing stability period OOC requiredOOC not required Key: OOC = Offer of Coverage

Page 17 Employee AAA Form 1095-C Reporting: > Form 1095-C not required; > Form 1095-C required: Part II Employee offer and coverage 14 Offer of Coverage (enter required code) All 12 Months JanFebMarAprMayJunJulAugSepOctNovDec 1C 15 Employee Share of Lowest Cost Monthly Premium, for Self-Only Minimum Value Coverage $ Applicable Section 4980H Safe Harbor (enter code, if applicable) 2C 1C: MEC providing MV offered to employee and at least MEC offered to dependent(s) (not spouse). 2C: Employee enrolled in coverage offered

Page 18 Employee BBB BBB commences work after the beginning of the standard measurement period and is not reasonably expected to be full time for ACA purposes at the time of hire. If BBB averages more than 30 hours when measured at the end of the initial measurement period in 2015, then BBB should be offered coverage on the first of the month following the end of his initial administrative period BBB initial measurement period > 30 hours Ad.BBB initial stability period Employer ongoing (standard) measurement period > 30 hours Admin.BBB and employer ongoing stability period OOC requiredOOC not required Key:

Page 19 Employee BBB Form 1095-C Reporting: > Form 1095-C required Part II Employee offer and coverage 14 Offer of Coverage (enter required code) All 12 Months JanFebMarAprMayJunJulAugSepOctNovDec 1H 1C 15 Employee Share of Lowest Cost Monthly Premium, for Self-Only Minimum Value Coverage $ Applicable Section 4980H Safe Harbor (enter code, if applicable) 2D 2C 1C: Offer of coverage to employee and dependent(s) (not spouse) 1H: No offer of coverage 2C: Employee enrolled in coverage offered 2D: Limited Non-Assessment Period

Page 20 Synchronizing measurement periods New employees hired after the begin date of the standard measurement period are first measured at the end their initial measurement period and again at conclusion of the standard measurement period. The measurement at the conclusion of the standard measurement period will “synchronize” these new employees into the ongoing measurement period. Because the stability period for new employees is unlikely to synchronize with the standard measurement period, the stability period cannot exceed the remainder of the standard measurement period. The exception is when an employee is determined to be full time in the initial measurement, in which case the employee remains full time status through the full initial stability period. Year 1Year 2Year BBB initial measurement period > 30 hours Ad.BBB stability period Employer ongoing (standard) measurement period > 30 hours Admin.BBB and employer ongoing stability period OOC required OOC not required Key:

Page 21 Financial statement implications

Page 22 Financial statement and tax implications Financial statement implications: ► Employer mandate excise tax is effective January 2015 ► Accounting Standards Codification (ASC) Topic 450, Contingencies, potentially applicable; use probable and estimable concepts ► Tax needs to be accrued for when it is incurred ► Once aware of an exposure (potentially prior to incurring the liability), companies should immediately disclose it as a risk factor in the public filings, even if liability has not crystallized yet Tax accounting implications: ► Excise tax is not deductible for income tax purposes ► Permanent difference in income tax provision; M-1 item on tax return ► Disclosure, if significant, in Management Discussions & Analysis (MD&A) and tax rate reconciliation ► The IRS Commissioner recently stated that ACA was his top enforcement priority

Page 23 Questions for finance/internal audit Have finance, tax and internal audit functions considered the following: ► What are the cost implications for benefit plan and eligibility modifications? What do your employee demographics indicate about the impact? ► Have cost projections been prepared? For 5 years out? For 10 years out? ► How will the law affect your tax liability? ► How does the law affect your business model and operations? ► Do your IT systems have the functional capability to address the requirements? ► How have you addressed workforce issues around part-time employees, seasonal employees, independent contractors, union negotiations, etc.? ► Where should your company focus first from a risk perspective? ► Where should your company focus first from a financial and tax perspective? ► Do you have adequate staffing for what will likely be a significant administrative and operational burden? ► What types of controls are in place to ensure your exposure to tax penalties is minimized? Are these controls documented for your external audit? ► Have you documented that you have met the threshold to cover 70% of all full-time employees (95% after 2015 and ongoing), on a monthly basis for each subsidiary?

Page 24 Examples of types of internal controls ► Tax memorandum documenting full-time employee determination, methods/processes for lookback periods, rehires, leaves of absence, system controls ► System to document offer and waiver of coverage ► Calculation to demonstrate 95% of full-time employees offered coverage (70% in 2015) ► Overtime approval/scheduling controls ► IT systems controls to “flag” workers approaching 30 hours per week ► Contingent worker controls – policies and operations

Page 25 Impact of federal and state exchanges on employers

Page 26 Employer provides all employees with information about employer-provided plan and Exchange coverage, including: ► Availability of the health care Exchanges and the Premium Tax Credit (PTC) ► Whether the health care plan meets the minimum value requirement ► Employee’s cost of the health care plan 1 Step Employee provides Exchange with information to determine eligibility for advance payment of the PTC; employer-specific information includes (beginning November 2014 open enrollment): ► Name, address and EIN of the employer ► Whether individual is a full-time employee and whether employer offers health care coverage ► Employee’s cost of the lowest cost employer- provided health care option ► Information regarding household income (from the IRS) and family size 2 Step Exchange verifies information and makes preliminary eligibility determination regarding the advanced payment of the PTC (during open enrollment) 3 Step 4 Exchange notifies employer that employee was certified for advance payment of the PTC Employer’s right to appeal determination of employee’s eligibility (within 90 days from the date the Exchange notice is sent) 5 Step Employer files required employee and IRS 1094 and 1095C reports (March 2016) 6 Step IRS evaluates employer reporting and employee individual income tax returns to determine PTC eligibility 7 Step IRS determines two possible outcomes: ► 4980H(b) excise tax penalty assessed to employer ► Clawback from employee on erroneously issued PTCs 8 Step State Exchanges and premium tax credit process

Page 27 Sample premium tax credit employer notice

Page 28 Risk factors

Page 29 Risk factors ► The following represent factors often leading to higher risk for increased costs and/or assessment of penalties under ACA: ► Use of a significant amount of labor from independent contractors ► Large number of employees with variable work schedules ► Large number of rehired employees ► Large number of part-time employees or seasonal workers ► Significant number of “low-income” employees (less than $45,960 individual and $94,200 family in 2013) ► Generous benefits ► Younger workforce ► Large percentage of workforce that opts-out of employer-sponsored plan ► High acquisition activity ► Use of long-term contracts in business ► Entering into multi-year union contracts ► Industries: restaurant, retail, hospitality, healthcare, higher education, media & entertainment, etc.

Page 30 Contingent workforce challenges ► The “common law employer” is responsible for providing health care coverage to full-time employees ► Heavy use of independent contractors may lead to significant ACA- related risks if common law employees are misclassified as independent contractors: ► Facts and circumstances determination based on IRS 20-factor test ► Misclassification of employees as independent contractors may lead to IRC Section 4980H(a) penalty ► Many professional employer organizations/staffing agencies may not see themselves as the employee’s common law employer ► Contract terms will not always alleviate common law employer responsibility ► Other consequences of misclassification (e.g., payroll tax issues, retirement plan coverage issues)

EY | Assurance | Tax | Transactions | Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. Ernst & Young LLP is a client-serving member firm of Ernst & Young Global Limited operating in the US. © 2015 Ernst & Young LLP. All Rights Reserved ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com