Tax Information Regarding Your Stock Plan(s)

Transcription

1 Tax Information Regarding Your Stock Plan(s) This document is not intended as legal or tax advice. You are strongly encouraged to speak with your tax or financial professional regarding your specific circumstances. Any tax information provided in this document is not intended to be used for the purpose of avoiding penalties that may be imposed on the taxpayer. What is New in 2012 As the record keeper for your Company s Stock Plan(s), AST Equity Plan Solutions ( AST ) will be sending you one or more Form 1099-B s (Proceeds From Broker and Barter Exchange Transactions) if you sold shares in 2011 just as we have done in past years. However, as a result of new IRS reporting requirements, we wanted to bring some Form 1099-B changes to your attention. This explanation is intended to provide a brief overview of the new IRS Form 1099-B. Detailed information can be accessed at Cost Basis In prior years, the only data required to be reported to the IRS and plan participants were the number of shares sold and the sale proceeds. Under the new regulations, for shares acquired after January 1, 2011 ( Covered Shares ), the IRS now requires brokers to include the following additional fields on Form 1099-B: Date share were acquired (purchase date) Box 1b The cost basis of the shares sold Box 3 Indicator for a "Noncovered Security" i.e. shares acquired prior to January 1, 2011 Box 6 Whether the transaction was short term or long term (shares held more than one year) Box 8 Wash Sale The Wash Sale Rule states that an individual cannot take a loss on a stock if s/he acquires the same (or a substantially similar) stock within 30 days before or after the sale. While this wash sale principle is not new, under the new Form 1099-B reporting requirements, a broker is required to report losses that are disallowed where the loss was realized within the 30-day window of a corresponding purchase. This disallowed wash sale loss is reflected in Box 5. Page 1

2 Overview ESPP Taxation For US tax purposes, ESPPs fall into one of two primary categories: Qualified Plans ( 423 Plans). A qualified 423 plan allows employees to purchase stock at a discount from the fair market value ( FMV ) as defined by your Company s Plan with no taxable event occurring until the shares are sold or otherwise disposed of. If shares are held for a period which is the longer of 2 years from the date of grant (the start of the purchase period) and 1 year from the date of purchase, the shares are eligible for preferential tax treatment ( Qualifying Disposition ). Shares not held for the above holding period result in a Disqualifying Disposition. Non-Qualified Plans. These plans don t provide the above preferential tax treatment. Any discount is taxed as compensation on the date of purchase. In general, ESPPs allow scheduled, ongoing purchases of Company stock through post-tax payroll contributions. For specifics rules and features of your Plan, you should refer to the Plan document. Tax treatment will be based upon several factors, including type of Plan (Qualified versus Non-Qualified), any discount at the time of purchase and the length of time you have held the shares. Related Documents There are several documents you will need to gather the information needed: Document/Form Form W-2 Form 1099-B ESPP Participant Statement Plan Document Form 3922 Form 8949 Schedule D Delivery Provided to you by your Company Mailed to your home address by AST. You may also access a copy at our web site: Statements are mailed to your home address by AST. You may also access the information at our web site Available from your Company. Mailed to your home address by AST for plan shares purchased under a Section 423 tax qualified plan. You may also access a copy at our web site Page 2

3 Tax Calculation First Step Compensation If your plan does not offer a discount, there is no associated compensation income recognized. If your plan does offer a discount, the compensation income is calculated as follows: Type of Plan Type of Disposition Income Calculation Non-Qualified Plan Any Shares Purchased x (FMV on Purchase Purchase Price) (1) Qualified Plans Qualified Disposition Lesser of (2) : Shares sold x (Discount % x FMV on Grant Date) or; Shares sold x (Sale price Purchase Price) Qualified Plans Disqualified Disposition (1) Compensation recognized at the time of purchase. (2) Compensation recognized at the time of sale. Shares sold x (FMV on Purchase Date Purchase Price) (2) Hypothetical Example Assumption Value Form Referenced FMV on Grant Date (January 1, 201X) $10.00 Form 3922 (a) FMV on Purchase Date (March 31, 201X) $12.00 Form 3922 (a) Discount 15% Plan Document Purchase Price $10.20 Form 3922 (a) Shares Purchased 25 Form 3922 (a) Shares Sold (July 15, 201X) 25 Form 1099-B Sale Price $15.00 Form 1099-B (a) Also available on Participant Statement and AST web site. Type of Plan Type of Disposition Income Calculation Non-Qualified Plan Any 25 x ($12.00 $10.20) = $45.00 Qualified Plans Qualified Disposition Lesser of: 25 x (15% x $10.00) = $37.50 or; 25 x ($15.00 $10.20) = $ Qualified Plans Disqualified Disposition 25 x ($12.00 $10.20) = $45.00 Your employer should report compensation income from a disqualifying or qualifying disposition on your Form W-2. If all compensation is included on your Form W-2, you report the income from your W-2 on your tax return as you normally would. If ESPP disqualifying or qualifying income is not included on your W-2, you will need to add the compensation from the ESPP to the compensation reported on your Form W-2 on your tax return. Page 3

4 Second Step Gain or (Loss) from Sale of Shares Once you have determined the compensation associated with the shares sold, you can establish the cost basis of your shares by adding the compensation amount to the purchase price. Using the same example above, the Cost Basis for the 25 shares sold would be as follows: Type of Plan Type of Disposition Income Cost Basis Non-Qualified Plan Any $45.00 $45 + (25 x $10.20) = $ Qualified Plans Qualified Disposition $37.50 $ (25 x $10.20) = $ Qualified Plans Disqualified Disposition $45.00 $45 + (25 x $10.20) = $ Once you have your Cost Basis Established, you are ready to complete new Form Sales and Other Dispositions of Capital Assets, using the information provided on your 1099-B and your Cost Basis. Please refer to What s New in 2011 section for update on Form 1099-B. Box 1(a): Description and Number of shares sold Box 1(c): Purchase Date Box 1(d): Sale Date Box 1(e): Proceeds Box 1(f): Cost Basis Box 1(g): Gain/Loss For illustration purposes, the hypothetical form would look similar to the example to the right. The information from Form 8949 then gets carried forward to Schedule D Capital Gains and Losses. In this instance, the gain is being reported as Short-Term Capital Gain. Page 4

5 Overview Stock Option Taxation Stock Option gives you the right to buy a specific number of shares of your company's stock at a specified price for a stated period of time. For US tax purposes, Stock Options fall into one of two primary categories: Incentive Stock Options ( ISO - Qualified under 422 of IRC). An ISO provides the benefit that there is no taxation at the time of exercise. Taxation is deferred until the shares are sold or transferred ( Disposition ). If shares are held for a period which is the longer of 2 years from the date of grant and 1 year from the date of purchase (exercise), the shares are eligible at time of sale for preferential tax treatment ( Qualifying Disposition ). Shares not held for the above holding period result at time of sale in a Disqualifying Disposition. Non-Qualified Stock Options ( NQ ). These work in the same manner of ISO with the exception that the holder will recognize compensation income and pays income and FICA taxes as applicable at the time of exercise. For specifics features of your grant and tax treatment of your option, you should refer to the Plan document and your grant agreement. As noted above, tax treatment will be based upon several factors, including type of grant (ISO versus NQ), any discount at the time of purchase and the length of time you have held the shares. Related Documents There are several documents you will need to gather the information needed: Document/Form Form W-2 Form 1099-B Exercise Confirmation Plan Document/Grant Agreement Form 3921 Form 8949 Schedule D Delivery Provided to you by your Company Mailed to your home address by AST You may also access a copy at our web site: Statements are mailed to your home address by AST. You may also access the information at our web site: Available from your Company. Mailed to your home address by AST for options exercised under an ISO. You may also access a copy at our web site: Page 5

6 Tax Calculation First Step Compensation The compensation income as a result of an exercise is calculated as follows: Type of Grant Type of Disposition Income Calculation NQ Any Options Exercised x (FMV on Exercise Exercise Price) (1) ISO Qualified Disposition No ordinary income ISO Disqualified Disposition Options Exercised x (FMV on Exercise Exercise Price) ( (2) (1) Compensation recognized at the time of exercise. (2) Compensation recognized at the time of sale. Hypothetical Example Assumption Value Form Referenced Grant Price $10.00 Exercise Confirmation and Form 3921 (a) Shares Exercised 25 Form 3921 (a) FMV on Exercise Date Form 3921 (a) Shares sold 25 Form 1099-B Sale Price $15.00 Form 1099-B (a) Applicable only for ISO. Also available on AST web site. Type of Plan Type of Disposition Income Calculation NQ Any 25 x ($12.00 $10.00) = $50.00 ISO Qualified Disposition $0 ISO Disqualified Disposition 25 x ($12.00 $10.00) = $50.00 Your employer should report compensation income from a disqualifying disposition of an ISO or exercise of a NQ on your Form W-2. Since all compensation is included on your Form W-2, you report the income from your W-2 on your tax return (generally a Form 1040) as you normally would. It should also be noted that in some instances, under agreement with your employer, AST does not provide a 1099-B if your exercise was a Same-Day-Sale (exercise and sell all shares immediately) and all income is reported to the employee on his/her W-2. If you performed a Same-Day-Sale, had the gain from the exercise reported on your W-2 and did not receive a 1099-B, you are not required to complete the below outlined steps for those specific transactions. Page 6

7 Second Step Gain or (Loss) from Sale of Shares Once you have determined the compensation associated with the shares sold, you can establish the cost basis of your shares by adding the compensation amount to the purchase price. Using the same example above, the Cost Basis for the 25 shares sold would be as follows: Type of Plan Type of Disposition Income Cost Basis NQ Any $50.00 $ (25 x $10.00) = $ ISO Qualified Disposition $0.00 $ (25 x $10.00) = $ ISO Disqualified Disposition $50.00 $ (25 x $10.00) = $ Once you have your Cost Basis Established, you are ready to complete new Form Sales and Other Dispositions of Capital Assets, using the information provided on your 1099-B and your Cost Basis. Please refer to What s New in 2011 section for update on Form 1099-B. Box 1(a): Description and Number of shares sold Box 1(c): Purchase Date Box 1(d): Sale Date Box 1(e): Proceeds Box 1(f): Cost Basis Box 1(g): Gain/Loss For illustration purposes, the hypothetical form would look similar to the example to the right. The information from Form 8949 then gets carried forward to Schedule D Capital Gains and Losses. In this instance, the gain is being reported as Short-Term Capital Gain. Page 7

8 Overview Restricted Stock Awards and Units A Restricted Stock Award ( RSA ) is an award of company stock where the employee s rights to the stock are restricted until the share s vesting date(s). Once the shares have vested (restriction has lapsed), the employee owns the shares outright. Similarly, a Restricted Stock Unit ( RSU ) is similar except the shares are not issued at the time of grant and each unit is equivalent to a share. In general, in the US, income is recognized and taxes are due upon the vesting of the RSA or RSU award (restrictions on the award lapse). For specifics features of your award, you should refer to the Plan document and your award agreement. Related Documents There are several documents you will need to gather the information needed: Document/Form Form W-2 Form 1099-B Release (Lapse) Confirmation Plan Document/Award Agreement Form 8949 Schedule D Delivery Provided to you by your Company Mailed to your home address by AST. You may also access a copy at our web site: Statements are mailed to your home address by AST. You may also access the information at our web site: Available from your Company. Page 8

9 Tax Calculation First Step Compensation The compensation income as a result of a vesting event is calculated as follows: Type of Grant Type of Disposition Income Calculation RSA Any Shares Vested x (FMV on Vest Date Award Price) (1)(2)(3) RSU Any Shares Vested x (FMV on Vest Date) (1)(2) (1) Compensation recognized at the time of vest. (2) Generally Awarded at $0. (3) Excludes awards where employee has filed an 83(b) election. Hypothetical Example Assumption Value Form Referenced FMV on Vest Date $12.00 Release Confirmation (a) Shares Vested 25 Release Confirmation (a) Sale Price $15.00 Form 1099-B (a) Also available on AST web site Type of Plan Type of Disposition Income Calculation RSA Any 25 x ($12.00 $0.00) = $ RSU Any 25 x ($12.00 $0.00) = $ Your employer should report compensation income from the vesting on your Form W-2. Since all compensation is included on your Form W-2, you report the income from your W-2 on your tax return as you normally would. Page 9

10 Second Step Gain or (Loss) from Sale of Shares Once you have determined the compensation associated with the shares sold, you can establish the cost basis of your shares by adding the compensation amount to the purchase price. Using the same example above, the Cost Basis for the 25 shares sold would be as follows: Type of Plan Type of Disposition Income Cost Basis RSA Any $ $ (0) = $ RSU Any $ $ (0) = $ Once you have your Cost Basis Established, you are ready to complete new Form Sales and Other Dispositions of Capital Assets, using the information provided on your 1099-B and your Cost Basis. Please refer to What s New in 2011 section for update on Form 1099-B. Box 1(a): Description and Number of shares sold Box 1(c): Purchase Date Box 1(d): Sale Date Box 1(e): Proceeds Box 1(f): Cost Basis Box 1(g): Gain/Loss For illustration purposes, the hypothetical form would look similar to the example to the right. The information from Form 8949 then gets carried forward to Schedule D Capital Gains and Losses. In this instance, the gain is being reported as Short-Term Capital Gain. Page 10