Transitioning to the new standard Tuesday, March 21, 2017

Transitioning to the new standard Tuesday, March 21, 2017
Leases (ASC 842) Transitioning to the new standard Tuesday, March 21, 2017

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 presenters are not necessarily those of Ernst & Young LLP.

Transitioning to the new standard
Introductions Topics of discussion State of the industry Q&A Appendix Overview: New accounting model Lease definition including embedded lease Lease classification Lease term Lease payments Discount rates

Introductions Moderator Shanti Gupta Senior Manager, Financial Accounting Advisory Services Ernst & Young LLP Panelists Rob Auslander Vice President Technical Accounting and Policies Valeant Pharmaceuticals International Kevin Mackay Vice President, Accounting Advisory Services Pfizer, Inc. Joe Fitzgerald Senior Manager, Financial Accounting Advisory Services Ernst & Young LLP

Topics of discussion Embedded leases Lease and non-lease components Lease term Discount rate Transition considerations Policy elections Future state Process Other operational considerations Systems and technology

Survey profile The industry Net annual revenues 3% 3% 34% 28% 44% 44%
Pharmaceutical 44% Biotech 25% Medical device 28% Health care 3% Net annual revenues (in US dollars) $1-$10 billion 44% More than $20 billion 34% Less than $1 billion 3%

Management of common leased asset types
Centralized Decentralized Hybrid N/A 63% 11% 26% 30% 33% 4% 19% 7% 56% More common Less common 100% 75% Real estate IT equipment Fleet Plant, machinery, and R&D equipment

Where is the industry on the journey?
75% of companies have started adopting the new standard. Here’s the steps they’ve started/completed. 95% 76% 48% 43% 33% 33% 29% 24%

Not material financial impact ≠ No significant effort to implement the standard
Don’t know/ too early 32% Significant 75% Not significant 14% Don’t know / too early 11% Top operational challenges (in decreasing order) Compiling relevant lease data for analysis and accounting Designing, selecting and/or implementing a new lease accounting solution Identifying and tracking arrangements with potential embedded leases Developing and implementing framework for evaluation of options and application of judgments Implementing new processes or significant changes to current processes ! Most survey respondents think implementation of the standard would primarily engage their Technical Accounting, Commercial Operations, and Information Technology departments. ! While 75% of survey respondents said adopting the new standard would require significant effort, 56% of those respondents indicated that the effort would take a moderately to very significant amount of time (greater than 2,500 hours).

Embedded leases Do companies have third party supply arrangements / toll manufacturing in which they control the production output via a variable supply contract? Only 19% of “Yes” survey respondents classify these manufacturing assets as embedded leases today! Do not know 26% Yes 59% No 15%

Do you expect to implement a new lease accounting solution?
Yes – a single solution for both real estate and non-real estate (31%) Yes – separate solutions for real estate and non-real estate (11%) Yes – not yet sure whether single or separate solutions for real estate and non-real estate (27%) No (4%) Don’t know / too early (27%)

Overview What’s changing?
Webcast title 11/9/2018 Overview What’s changing? Lessees - recognition of assets and liabilities on balance sheet for most leases Lessors - modification of today’s classification criteria and accounting for sales-type and direct financing leases All entities - elimination of today’s real estate-specific provisions Leases would be classified using criteria similar to current US GAAP without the bright lines New presentation and disclosure requirements Lease Classification would determine how entities recognize lease-related revenue and expense, and would continue to affect what lessors record on the balance sheet

Overview New accounting model
Webcast title 11/9/2018 Overview New accounting model Leased asset Lessor Lease consideration Lessee Lease classification Lease classification Finance lease Operating Sales-type Direct financing With respect to the minimum rental payment disclosure under ASC 840, it is important to note that there is mixed practice/interpretation as to the figures used, some examples include: Minimum rental payments vs. minimum lease payments Exclusion of executory cost and leases less than one year Noncancelable lease term vs. reasonably assured lease term Lessor: similar to current US GAAP with some changes: Certain concepts would be better aligned with the revenue recognition standard, and the guidance would modify the accounting for sales-type and direct financing leases Leveraged lease accounting would be eliminated for new leases after the effective date Balance sheet Right-of-use asset Lease liability Income statement Finance lease - generally “front-loaded” interest and amortization expense Operating lease - generally straight-line lease expense

Overview Scope and definition of a lease
An agreement conveying the right to use property, plant, or equipment (PPE) usually for a stated period of time A contract, or part of a contract, that conveys the right to control the use of identified PPE (an identified asset) for a period of time in exchange for consideration ASC 840 ASC 842 Both standards apply to leases of PPE They do not apply to: Leases of inventory, assets under construction, intangible assets and biological assets, including timber Leases to explore for or use minerals, oil, natural gas and similar non-regenerative resources

Overview Definition of a lease - ASC 842
Webcast title 11/9/2018 Overview Definition of a lease - ASC 842 Yes Customer No Neither; how and what purpose is predetermined Supplier Is there an identified asset? Does the customer / supplier have the right to direct how and for what purpose the identified asset is used throughout the period of use? Does the customer have the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use? The contract is or contains a lease The contract is not or does not contain a lease Does the customer have the right to operate the asset throughout the period of use without the supplier having the right to change those operating instructions? Did the customer design the asset (or specific aspects of the asset) in a way that predetermines how and for what purpose the asset will be used throughout the period of use?

Overview Definition of a lease - what’s changing?
Webcast title 11/9/2018 Overview Definition of a lease - what’s changing? Model for identifying a lease has changed: ASC 840 definition is more focused on quantitative considerations ASC 842 definition is more focused on decision-making rights Shift in focus may change conclusions for arrangements that were leases under ASC 840 due to customer taking substantially all of output Definition is the new on/off balance sheet trigger Judgment will be required when applying the definition of a lease to certain arrangements Generally expect leases under ASC 840 to be leases under ASC 842

Webcast title 11/9/2018 Overview Definition of a lease - contract manufacturing arrangement example Customer enters into a 3-year agreement for Supplier to provide products meeting the Customer’s specifications Customer and Supplier agree that the Supplier’s facility located in Baltimore, Maryland, will be used to produce the specialized products Supplier designed and constructed the facility Customer must take 100% of the facility’s production capacity and cannot determine or change the output during the contract Supplier will charge Customer a price determined by the Supplier’s operating costs plus an agreed-upon margin Supplier has the right to make all operating and management decisions involving the use of the facility

Overview Definition of a lease - ASC 840 vs. ASC 842 analysis
Webcast title 11/9/2018 Overview Definition of a lease - ASC 840 vs. ASC 842 analysis ASC 840 analysis ASC 842 analysis PPE must be specifically identified Facility is explicitly identified in the arrangement Arrangement contains an identified asset Facility is explicitly identified in the arrangement, and Supplier does not have substantive substitution rights Arrangement conveys to the customer the right to control the use of the specified PPE It is remote that another party (or parties) will take more than a minor amount of the output of the PPE (customer takes 100% of the output), and Pricing of the arrangement is not fixed per unit of output or at market at delivery Customer has the ability or right to operate (or direct others to operate) the PPE while taking more than a minor amount of the output Customer has the ability or right to control physical access to the PPE while taking more than a minor amount of the output Customer has the right to obtain substantially all of the economic benefits from use of the identified asset Customer will take 100% of the output of the asset Customer has the right to direct the use of the identified asset Customer has the right to change how the facility is used or what and when it produces Customer has the right to operate, or direct others to operate, the facility Customer designed the facility Lease under ASC 840 Not a lease under ASC 842 ASC 840 analysis – Contain a lease under ASC 840 PPE must be specifically (explicitly or implicitly) identified Analysis: Yes - Facility is explicitly identified in the arrangement Arrangement conveys to the customer the right to control the use of the specified PPE: The ability or right to operate (or direct others to operate) the PPE while taking more than a minor amount of the output or utility Analysis: N/A – Supplier has the right to operate the facility The ability or right to control physical access to the PPE while taking more than a minor amount of the output or utility Analysis: N/A – Supplier has the right to control access to the facility It is remote that another party (or parties) will take more than a minor amount of the output or utility of the PPE and the pricing of the arrangement is not fixed per unit of output or at market at delivery Analysis: Yes – Customer will take 100% of the output of the facility and the pricing of the arrangement is not fixed per unit of output or at market at delivery ASC 842 analysis – Does not contain a lease under ASC 842 The arrangement contains an identified asset Analysis: Yes – (1) Facility is explicitly identified in the arrangement and (2) Supplier does not have substantive substitution rights Customer has the right to obtain substantially all of the economic benefits from use of the identified asset Analysis: Yes – Customer will take 100% of the output of the asset Customer has the right to direct the use of the identified asset Analysis: N/A – Customer does not have the right to change how the facility is used or what and when it produces. Because how and for what purpose the asset is used could be viewed as predetermined, Customer assessed and concluded: (1) it doesn’t have the right to operate, or direct others to operate, the facility, and (2) it didn’t design the facility

Some arrangements will require a significant level of judgment
Webcast title 11/9/2018 Overview Definition of a lease - contract manufacturing arrangement: ASC 842 What if Customer had the right to change the products produced by the facility during the 3-year period of use? What if Customer had the right to determine when and how many products the facility will produce throughout the period of use? What if Customer designed the facility in a manner that predetermined how and for what purpose the facility would be used? What if the arrangement did not specify that Supplier must use the Baltimore facility? Some arrangements will require a significant level of judgment

Overview Lease classification
ASC 840 ASC 842 Four classification criteria with bright-line indicators Applied at lease inception Real estate-specific considerations Lessees: Operating leases Capital leases Lessors: Sales-type leases Direct financing leases Leveraged leases Two additional lessor classification criteria Five classification criteria without bright-line indicators Applied at lease commencement Elimination of real estate-specific guidance Lessees: Operating leases Finance leases Lessors: Sales-type leases Direct financing leases One additional lessor classification criterion Lessee: Lease classification no longer the on/off balance sheet trigger; determines income statement expense recognition pattern and presentation Bright-lines (e.g., 90% and 75%) removed but still used as a guide Fifth-classification criterion is based on whether PPE is of specialized nature with no alternative use Removal of real-estate guidance will result in more finance leases of land than under ASC 840 Test performed at lease commencement rather than lease inception Because lease payments are defined differently under ASC 842 and could include certain executory costs, potential for more finance leases because of “substantially all” criterion Lessor: ASC 842 eliminates the requirement for lessors to evaluate the “no important uncertainties” criterion and makes changes to the “collectibility” assessment Third-party residual value guarantees are evaluated differently and can’t lead to sales-type lease treatment under ASC 842 Requirement for a lease to have selling profit/loss to be classified as a sales-type lease has been eliminated, can have sales-type leases without selling profit/loss and direct-financing leases with selling profit/loss Leveraged lease accounting is eliminated for new leases

Overview Lease term and purchase options
Webcast title 11/9/2018 Overview Lease term and purchase options Lease term Any noncancellable periods Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option Periods covered by an option to extend (or not terminate) the lease in which the exercise of the option is controlled by the lessor The FASB indicated that “reasonably certain” has the same meaning as “reasonably assured” in ASC 840 Reasonably certain is generally interpreted as a high threshold Purchase options are assessed in the same way as options to extend the lease term or terminate the lease

Overview Lease payments
Lease payments should be consistent with the lease term determination Lease payments Fixed payments, including in-substance fixed payments, less any lease incentives paid or payable to the lessee Exercise price of a purchase option* Payments for penalties for terminating the lease** Variable lease payments that depend on an index or rate Amounts it is probable that the lessee will owe under residual value guarantees (lessees only) * Include only if reasonably certain of exercise ** Include unless reasonably certain that the lessee will not exercise an option to terminate the lease Also include executory costs (insurance and taxes) and fees paid by the lessee to the owners of a special-purpose entity for structuring the transaction Variable lease payments that do not depend on an index or rate (e.g., performance- or usage-based payments) are excluded from lease payments Recognize expense as incurred (lessees) or income as earned (lessors)

Overview Lease and non-lease components
Webcast title 11/9/2018 Overview Lease and non-lease components Contracts may contain a lease coupled with an agreement to purchase or sell other goods or services (non-lease components) Non-lease components are identified and accounted for separately from the lease component in accordance with other US GAAP As a practical expedient, lessees can make an accounting policy election (by class of underlying asset) to account for each separate lease component of a contract and its associated non-lease component(s) as a single lease component Lessees generally allocate consideration in the contract to the lease and non-lease components (unless the practical expedient is elected) on a relative stand-alone price basis Lessors generally apply ASC 606 to allocate consideration in the contract between the lease and non-lease component(s) of the contract on a relative stand-alone selling price basis In a change to practice, payments for some lease-related executory costs (e.g., maintenance activities) would be non-lease components

Overview Discount rates
Webcast title 11/9/2018 Overview Discount rates Lessors use the rate implicit in the lease that causes the following: Lessees use their incremental borrowing rate when the rate implicit in the lease cannot be readily determined Lessees that are not public business entities (PBEs) are permitted to make an accounting policy election (for all leases) to use a risk-free rate determined using a period comparable with the lease term The present value (PV) of lease payments made by the lessee for the right to use the underlying asset The PV of the amount the lessor expects to derive from the underlying asset following the end of the lease term Fair value of the underlying asset minus any related investment tax credit retained and expected to be realized by the lessor Any deferred initial direct costs of the lessor + =

Overview Lessee accounting - modifications and reassessments
Webcast title 11/9/2018 Overview Lessee accounting - modifications and reassessments The new standard requires lessees to reassess items such as whether an arrangement contains a lease, lease term, lease payments, discount rates, classification, etc., in certain circumstances Reassessment could result in a change to the right-of-use and lease liability on the balance sheet Companies will need to develop processes and controls to ensure reassessments are performed on a timely basis

Overview of ASC 840 and ASC 842 Lessee disclosures - ASC 842
Webcast title 11/9/2018 Overview of ASC 840 and ASC 842 Lessee disclosures - ASC 842 Disclosure objective Qualitative disclosures Information about nature of leases, including how variable lease payments are determined, existence of options and restrictions/covenants Significant assumptions/judgments made in accounting Information about leases that have not yet commenced but create significant rights and obligations to lessee Lease transactions between related parties Quantitative disclosures Finance lease cost, operating lease cost, short-term lease cost, variable lease cost, sublease income, net gain/loss on sale-leaseback transactions, etc. Cash paid for amounts in lease liability, weighted average remaining lease term and weighted average discount rate - each separated by lease type Maturity analysis of lease liability separated by lease type and reconciled to the balance sheet

ASC 842 effective date and transition Effective date and transition
Prior periods presented SAB Topic 11.M 2021 2019 2018 2016 Effective Public entities* 2017 Early adoption permitted All other entities 2020 * Public entities include public business entities and certain not-for-profit entities and employee benefit plans. The transition provisions are applied using a modified retrospective approach Full retrospective adoption is prohibited

ASC 842 effective date and transition Transition practical expedients as a package (all or nothing)
If elected If not elected Do not reassess existence of leases No requirement to reassess expired or existing contracts except when contracts were not correctly assessed under ASC 840 Arrangements that are leases under ASC 840 but not under ASC 842 will be recorded on the balance sheet on transition date All arrangements, including arrangements that are not leases under ASC 840, will be required to be reassessed under ASC 842 Do not reassess lease classification Lease classification under ASC 840 will continue under ASC 842 Recognize lease liability at present value of remaining lease payments determined under ASC 840 Subsequent modifications will require a reassessment of lease classification Reassess lease classification under ASC 842 Recognize lease liability at present value of remaining lease payments under ASC 842 Do not reassess measurement of initial direct costs No additional efforts to reassess initial direct costs Additional efforts to reassess initial direct costs 1st practical expedient effectively grandfathers the guidance on identifying a lease under ASC 840 Entities need internal processes, controls, and systems in place to… Verify the completeness of their portfolio of leases Evaluate whether a contract is or contains a lease What type of arrangements does an entity have that could be affected by the revised definition of a lease? Will management be required to make more or different judgments when evaluating contracts? 2nd practical expedient effectively grandfathers the lease classification conclusions under ASC 840. However, the practical expedient does not grandfather incorrect assessments under ASC 840 or excuse the failure to have made an assessment under ASC 840 Even if the package of practical expedients is elected, some companies will nonetheless need to exert significant effort around determining whether their existing population of leases is complete.

ASC 842 effective date and transition Practical expedients that may be elected individually
If elected If not elected Transition: Use of hindsight Determination of lease term Identification of impairment Look to previous experience to assess if renewal, termination or purchase options are reasonably certain to be exercised and whether assets are impaired Potentially reduces likelihood of remeasurement after transition as leases are capitalized based on assessment of lease terms and impairment on the transition date Evaluation of options must be made independent of previous experiences Not to separate lease and non-lease components Election by class of underlying asset For lessees only Likely higher amount of right-of-use (ROU) asset and lease liability Potential lack of comparability between leases on transition date and new leases after transition date Separate sets of accounting records may need to be maintained for leases existing on transition date and new leases entered into after transition date ROU asset and lease liability based on payments for lease components only Allocation of contract consideration between lease and non-lease components will be required Short-term lease Do not recognize lease on the balance sheet Recognize lease on the balance sheet

ASC 842 effective date and transition Leases commencing prior to effective date
Leases commencing prior to the effective date may not be accounted for using all of ASC 842’s provisions Leases accounted for pursuant to the transition provisions may be accounted for differently than new leases commencing on or after the effective date until the old leases are modified or reassessed Effectively results in two separate processes and potentially separate systems being required: Leases that exist prior to the effective date that are accounted for under the transition guidance of ASC 842 Leases entered into on or after the effective date accounted for using all of ASC 842’s provisions

Understand the new leases standards
Operational considerations The journey ahead - challenges and opportunities Future state Current state 1. Understand current state of leasing activities (e.g., lease procurement, administration and accounting and reporting) 2. Identify changes resulting from the new leases standards (e.g., data gaps, processes, controls, systems and tax) 5. Transition to the new leases standards 3. Design solution for accounting change (e.g., new accounting policies, processes, controls and systems) to capture new lease data requirements and understand financial statement impact 4. Implement new accounting policies, processes, controls and systems, as well as changes to financial statements and disclosures Understand the new leases standards The new leases standard will result in significant changes to the balance sheet and disclosure requirements for lessees. Changes to the income statement for lessees and overall impact to lessors will vary by company. The new leases standard will be based on many concepts that are similar to current lease accounting requirements. As a result, companies would be well-advised to fully understand the current state of leasing in order to identify the changes necessary to bridge that gap or support the absence of change as they transition from their current-state to future-state in their lease accounting change journey. As part of the planning for this journey, companies should also evaluate whether they want to simply be compliant or take the opportunity to drive greater organizational improvements (e.g., improved IT systems, processes and controls, and perhaps even a transformed operating model).

Operational considerations Four primary areas
Webcast title 11/9/2018 Operational considerations Four primary areas Completeness of lease portfolio Data to support accounting and disclosures Process Systems

Operational considerations Completeness of lease portfolio
Webcast title 11/9/2018 Operational considerations Completeness of lease portfolio Does entity have an inventory of all lease arrangements? Does entity have a good understanding of the different terms and conditions in a lease arrangement? Are there any arrangements that could be affected by the revised definition of a lease? What are the types of service arrangements that may contain a potential embedded lease, how many arrangements and where located? Will management be required to make more or different judgments when evaluating contracts?

Operational considerations Data to support accounting and disclosures
Webcast title 11/9/2018 Operational considerations Data to support accounting and disclosures Compiling and validating data to support accounting and disclosures under ASC 842 will likely be the most important challenge for many organizations Efforts for data compilation and validation will be influenced by: Contract terms and complexity of the lease arrangement Data gap between what is required and what is maintained today Alignment with the lease administration process under future state Data transition strategy such as requesting lessor to provide relevant data elements Strategy for dual reporting (US GAAP and IFRS statutory reporting)

47% (other data - not in a contract)
Operational considerations What data required for lease accounting can be found in a contract? Non-lease component election? Stand-alone price Asset under construction? Sale and leaseback? Fair value Remaining economic life Remaining useful life Payment amount Payment frequency Residual value guarantee Discount rate Option payment amount Option payment frequency Option payment date Option controlled by lessor? Non-lease component(s) Lease expiration date Payment date Right-of-use end date Contract currency (Lease) asset type category Name of customer (lessee) Name of supplier (lessor) Contract language Option reasonably certain to be exercised? Lease incentives Lease component(s) Lease commence-ment date Number of payments Option notification date Asset identifier Lease inception date Type of payment Renewal option Contract name Contract reference ID Termination option Purchase option Sublease? Short-term election? Low-value asset election? Is the arrangement a lease? Transition election – reassessment package? Transition election - reassess lease? Transition election - hindsight? Initial direct costs Transfer of ownership? Estimated cost to dismantle/ restore asset Specialized asset? Disclosure information Current lease accounting classification Unamortized initial direct costs Unamortized lease incentives Capital lease obligation balance Transition election - ROU asset measurement Capital lease asset balance Transition method Prepaid/ accrued lease payments Abstracted from contract Potentially abstractable from contract* IFRS additional data* Transition data* Management judgment and estimate 23% 30% 47% (other data - not in a contract) Legend * If applicable

47% (other data - not in a contract)
Webcast title 11/9/2018 Operational considerations How does abstractable data compare with data required for lease accounting? 23% 30% 47% (other data - not in a contract) Abstracted from contract Potentially abstractable from contract Transition data Management judgment and estimate IFRS additional data These data fields are not in a contract and require management‘s judgments and estimates. Process may be required to develop and document policy decisions and judgment framework. These are data fields that are potentially abstractable if it applies to the contract. Process may be required to abstract these data, if applicable. These data fields are not in a contract and are required if IFRS is applicable (e.g., for statutory reporting of subsidiaries). Process may be required to evaluate and document the elections specific to IFRS and maintain dual set of data for US GAAP and IFRS. These data fields are not in a contract and are required for transition to the new leases standard. Process may be required to enrich the data fields based on transition elections and carrying balances from accounting records. For most contracts, these are data fields representing standard terms and conditions that would likely be electronically abstracted.

Operational considerations Process
Webcast title 11/9/2018 Operational considerations Process Controllers IT Procurement/ Shared services Local/business finance Lease Administration & Reporting Tax Legal and Treasury Broader impact beyond accounting: Lease strategy Lease administration Disclosures, policies and procedures Training Internal controls Systems, investor relations, tax etc. Likely change to current processes and/or implementation of new processes Opportunity to enhance/refine current business processes for efficiency and potential cost savings

Webcast title 11/9/2018 Operational considerations Interaction between lease administration and accounting process Significant impact Some impact New Determine lease classification Determine whether arrangement is a lease Calculate new lease accounting requirements Real estate Office furniture and fixtures IT Machinery equipment Fleet (auto/ transportation) General ledger Financial statement presentation and disclosure Manage lease payables, including CPI increases and variable payments and CAM adjustments Exercise lease term options (i.e., renewals, termination and purchase options) or lease amendments End of term: return leased asset Lease procurement, lease vs. buy, lease abstraction Lease administration Lease accounting New system for lease accounting? New module? Reassessment and re-measurement where necessary

Operational considerations Systems
Webcast title 11/9/2018 Operational considerations Systems Key challenges for many organizations will include: Implementing a single solution that will meet requirements for both real estate and non-real estate leases Implementation of an interim solution to facilitate data compilation and preliminary analysis before transitioning to a long-term solution Implementing a solution that will meet accounting and reporting requirements under both US GAAP and IFRS (statutory reporting where applicable) Balancing needs of administration/operations and accounting System selection is a critical step in the journey and must be evaluated after organizations have obtained a good understanding of the: Lease portfolio, including embedded leases Data requirements Accounting and reporting requirements Desired future state Needs of relevant stakeholders

Summary What makes it complex?
1 Modified retrospective transition: There are many specific transition requirements and practical expedients to consider. 2 IT systems, processes and controls: Implementation will likely require new IT applications, process and controls. 3 Resource allocation: Management will want to make sure it has sufficient resources for implementation. 4 Judgments and estimates: The new standard will likely require more judgments and estimates. Transition is based on companies having applied ASC 840 accurately. Due to conventions and shortcuts, companies may have to get their books “right” first. Due to large volumes of leases and minimum accounting process, implementation may be a significant effort for some companies. 5 Interaction with other guidance: Understanding the interaction of the new leases standard with the new revenue recognition standard will be key to successful implementation for lessors.

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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. © 2017 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

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