1. IFRS 2 Accounting Jon Burg Radford Valuation Services Sacramento NASPP – July 27, 2010

2. 1 Agenda Overview of IFRS 2 Valuation Expense Recognition Income and Payroll Taxes

3. 2 Overview of IFRS 2 Scope of the Standard Applies to all share-based payment transactions not in the scope of other standards Types of share-based payment transactions Equity-settled, cash-settled, or choice between equity and cash settlement Recognition of expense in profit or loss Yes – allocated over vesting period, if any Date of initial measurement Employees - Grant date Non-employees – Date goods or services received Measurement basis When valuing awards - fair value e.g. by applying valuation techniques for shares and share options

4. 3 Summary of Valuation Related Issues TopicIFRS 2 Topic 718 (Formerly FAS 123R) Valuation Model Preference for Binomial / Lattice Model No preference Assumptions Tranche by tranche valuation Stratification by employee groups Country specific requirement Consideration of employee groups Weighted averages accepted Grant Date and Expense Recognition Start Generally as service are rendered but fair value may be marked-to- market until grant date Generally after all terms generally agreed upon and proper approval received Expense Recognition Methodology* Accelerated expense recognition Choice between accelerate expense recognition (or FIN28) and straight- line amortizations Payroll Tax Potential fair valuation required at taxable event Not applicable * Not a valuation issue per se, but graded valuation requirement leads to expense difference.

5. 4 Valuation Techniques >IASB did not prescribe a formula or model to be used >Should select a model appropriate for the circumstances -Stronger preference for Binomial or Lattice model [Paragraph B5] – “For many entities, this might preclude the use of Black-Scholes-Merton formula, which does not allow for the possibility of exercise before the end of the option’s life and may not adequately reflect the effects of expected early exercise.” >Inputs into model -Similar to Under Both Standards -Exercise Price, Market Price, Expected Life, Expected Volatility, Dividend Yield, and Risk-free rate >Country by Country Valuation -Standard suggests country specific assumptions for exercise behavior -Mixed opinions on whether this is currently applied in IFRS 2 reporting countries and potential impact on US based companies -Good rule of thumb: if expected life is differs by more than 1 year, consider separate assumptions (similar to job class stratification)

6. 5 Valuation of Graded Vesting Options 1 - Under IFRS 2, the expected term is estimated for individual vesting tranches. The IFRS 2 fair values shown for each tranche should be considered individually and not as a single, weighted average fair value similar to the commonly applied fair value method under Topic 718. 2 - The Topic 718 Fair Value is calculated using weighted average assumptions >Topic 718 allows for a single weighted-average valuation for grants with graded vesting >IFRS2 requires a valuation for each tranche >Example: >$10.00 at-the-money stock option >4 year annual vesting with 10 year contractual term

7. 6 Valuation of Graded Options - Assumptions >Potential Approach #1: Time after Vest -For example, if you have 4-year graded vesting (25% per year), and all awards have historical behavior of 5.50 years. The average vesting is 2.5 (average of 1, 2, 3, and 4 years). Therefore, exercise occurs on average 3.00 years after vest (5.50 – 2.50). Now, select an expected life for each vesting tranche: >Potential Approach #2: Expected Life of Each Tranche -Probably need to use FIFO (First-in First-out) principles – Data intensive >Potential Approach #3: Lattice Modeling -Determine voluntary exercise and post-vesting termination behavior from experience -Used as inputs for a lattice model Time To Vest+ Time After VestTotal Expected Life 1.00+ 3.004.00 2.00+ 3.005.00 3.00+ 3.006.00 4.00+ 3.007.00

8. 7 Graded Vesting Example >Company grants 1,000 options each with a fair value of $10 >4-year annual vesting >Under IFRS 2, companies are required to treat each installment as a separate share option grant because each installment has a different vesting period >Topic 718 allowed for a choice between this method or straight-line AwardYear 1Year 2Year 3Year 4 Tranche 1 [(10,000 ÷ 4) × 1/1]$2,500 Tranche 2 [(10,000 ÷ 4) × 1/2]$1,250 Tranche 3 [(10,000 ÷ 4) × 1/3]$833 Tranche 4 [(10,000 ÷ 4) × 1/4]$625 IFRS 2 Total Expense$5,208$2,708$1,459$625 Topic 718 Total Expense$2,500

9. 8 Straight-Line vs. Accelerated Amortization >Same example as prior page >52% of the expense would be recognized in Year 1 under IFRS 2 while only 5% would be attributed to Year 4 >Assuming an identical group of awards is granted each year, both expense attribution methods reach a steady state that begins in year 4

10. 9 Graded Vesting and Forfeitures >Forfeitures impact the latter tranches more than the earlier ones >These tranches generally have a greater fair value due to the higher expected life assumption >The ultimate expense recorded under IFRS2 will generally be lower under than under Topic 718 >Example: >Same assumptions and fair value as before >1,000 options granted with 10% forfeitures per year

11. 10 Expense Recognition and Grant Date >Services should be recognized when provided >Services in return for an award usually begin on the grant date >Grant date might occur after the employee has begun to provide services in return for the award (¶IG4 of IFRS 2) >Entity should estimate the grant date fair value of the equity instruments for the purposes of recognizing the services received during the period between service commencement date and grant date. The estimate should be revised once the grant date has been achieved. >The grant date is: >The entity and another party (including an employee) agree to a share-based payment arrangement >The entity confers on the counterparty the right to cash, other assets, or equity instruments of the entity, provided the specified vesting conditions, if any, are met >Approval is obtained (if subject to an approval process)

12. 11 Expense Recognition and Grant Date >Example: >June 1, 2009 – Offer letter specifying the number of restricted shares to be granted >September 1, 2009 – Hire Date >December 31, 2009 – Board of Directors approval >When does expense recognition begin? >Topic 718: December 31, 2009 (“Grant Date”) >IFRS 2: September 1, 2009 (Hire Date with mark-to-market until the grant date) Date of Hire (Sept 1, 2009) Period of service before Grant Date Year end (Dec 31, 2010) IFRS 2 Expense Recognition Board Approval Grant Date (Dec 31, 2009) Topic 718 Expense Recognition

13. 12 Income Taxes >Guidance found in IAS 12 >Deferred tax asset is re-measured at each reporting date -Based on current assessment of tax deduction (¶BC324 of IFRS 2) >Allocation – equity settled share-based payments -Estimated tax deduction ≤ cumulative recognized compensation expense >DTA recognized in income statement (¶BC326 of IFRS 2) -Estimated tax deduction > cumulative recognized compensation expense >Excess DTA recognized in equity (¶BC326 of IFRS 2) >For cash-settled (Liability) awards, the DTA is recognized in income statement >Under FAS 123(R), DTA is computed based on the expense and is recognized in the income statement -Upon settlement of an award under US GAAP: >Excess tax benefits are recorded to APIC and increase the APIC Pool >Tax deficits reduce APIC or are charged to P&L if APIC Pool is insufficient

14. 13 P&L Differences: Comp Expense and Tax Benefit To illustrate the differences in income tax accounting for options under FAS 123R and IFRS, we have illustrated the following:  Nonqualified Stock Options  1,500,000 options granted on 3/01/03  $26.00 exercise price  $9.00 option fair value at grant date  5 year graded vesting  Assumed share price data at quarterly reporting dates during the vesting period.  Estimated the cumulative compensation cost recorded in P&L under IFRS vs. FAS 123R.  Estimated the difference between the cumulative tax benefit actually recognized in P&L vs. the maximum tax benefit on compensation cost which could be recorded in P&L.  Please note that for illustrative purposes, we have assumed that the value for each tranche of options is $9.00. Under IFRS, each tranche would be required to be valued separately

15. 14 Cumulative Compensation Cost Recorded in P&L (exercise price - $26; option value at grant - $9; 5-year graded vesting) (in thousands)EXAMPLE The bar chart illustrates the difference in the book expense amortization, over time, between awards expensed straight-line under US GAAP versus accelerated expense attribution as required under IFRS (assuming identical FV amounts under US GAAP and IFRS).

16. 15 Cumulative Tax Benefit Actually Recognized in P&L under IFRS vs. Maximum Tax Benefit that Could be Recorded in P&L (exercise price - $26; option value at grant - $9; 5-year graded vesting) (in thousands) EXAMPLE The bar chart illustrates the difference in the tax benefit impact to the P&L (i.e., the Deferred Tax Asset – DTA), over time assuming various share FMV prices, between US GAAP and IFRS approaches (assuming identical FV amounts under US GAAP and IFRS). Note the Volatility.

17. 16 Payroll Taxes Current IFRS Requirements >Payroll or other employment taxes (representing additional expense to company) are accrued over service period. -Typically, these are social insurance taxes and/or fringe benefit taxes paid by employer. -US tax accrual may be minimal / immaterial >The liability is measured at each balance sheet date. >After the vesting period, the liability continues to accrue until settlement of the awards. >Under U.S. GAAP, payroll tax liabilities are recognized when the taxes are levied.

18. 17 IFRS Implementation Considerations

19. 18 Current Considerations Steps that could be taken now: >Understand the potential impact of an IFRS conversion on the DTA and the effective tax rate. >Estimate the transitional and post-adoption financial statement effect of conversion on amortization expense for share-based payments. >Review the rules and processes required to support share- based compensation tax deductions in each country, including recharge reimbursements and transfer pricing implications.

20. 19 Current Considerations Steps that could be taken now (continued): >Assess financial system implications, including the reporting and recordkeeping systems of the share-based compensation plan administrator. >Develop new processes and controls for the accrual of payroll tax liabilities for both domestic and cross-border employees. >Conduct IFRS training for human resource, tax, and financial executives within your organization to prepare for the road ahead.

21. 20 Questions?