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    ©2012. InKnowVision LLC. All rights reserved. www.inknowvision.com
FAMILY WEALTH GOAL ACHIEVER™ - INITIAL




                                                     PREPARED FOR:


                                            FERRIS AND BEATRICE BUELLER

                                                     February 24, 2011




                                                     PRESENTED BY



                                                   InKnowVision, LLC
                                                    715 Enterprise Drive
                                                    Oak Brook, IL 60523
                                                     Scott@ikvllc.com
                                                    Phone: 630-596-5090




Copyright 2011 InKnowVision, LLC
YOUR GOALS AND OBJECTIVES
                                            FERRIS AND BEATRICE BUELLER




Maintain our customary lifestyle. This should take about $600,000 annually after taxes and gifts.

Provide for the financial security of the surviving spouse.

Maintain adequate liquidity for emergencies and investment opportunities. We prefer to keep at least $1,000,000 in
cash and readily marketable securities.

Assure we have sufficient liquid assets available at our deaths to eliminate the forced liquidation of our business or
real estate assets.

Maximize the inheritance that we leave for our children and grandchildren.


Reduce or eliminate our liability from Mid-Level Care.


Provide a succession plan that will allow for a smooth transition to bring our daughters into Mid-Level Care.


Provide a succession plan that will allow for a smooth transition to bring our daughters into Pizza Distributors.


Provide a strategic methodology for current and future charitable giving.


Reduce income taxes.


Eliminate or reduce estate taxes.



                                                                                                                         Page 2
FAMILY INFORMATION
                                            FERRIS AND BEATRICE BUELLER



                                                            CLIENTS
                        Ferris Bueller                                Date of Birth   August 5, 1951
                        Beatrice Bueller                              Date of Birth   February 6, 1953
                        123 Main




                                                        CHILDREN

  CHILD'S NAME                         DATE OF BIRTH                                  SPOUSE'S NAME

Jenny Bueller - Jones                      May 18, 1983                               Davey Jones
      Megan Bueller                        April 27, 1986




                                                                                                         Page 3
PERIODIC TABLE OF ESTATE PLANNING ELEMENTS - CONSIDERED
                                                         FERRIS AND BEATRICE BUELLER

In our planning process, we start with the universe of available planning tools. While this universe is constantly changing, the following chart outlines
many of the available tools. We examine each of these strategies and discard those that are not suitable for meeting your goals and objectives.



    Charitable
                                               Family Limited                             Grantor Retained       Charitable Lead
  Remainder Uni-             412(i)                                  Private Annuity                                                        SCIN
                                                 Partnership                               Annuity Trust          Annuity Trust
      Trust

                                                                                         Sale for Installment   Series Limited  GDOT Owned Life
    Family LLC              TCLAT              Loan to GDOT             Flip CRT
                                                                                                Note          Liability Company    Insurance


                       Preferred Limited     GDOT Distributions                                                                          Corporate
 Premium Finance                                                        529 Plans              Gifting                 ILIT
                          partnership        for ILIT Premiums                                                                         Recapitalization


                                               Charitable Life
   Walton GRAT        Private Foundations                              NIMCRUT          Annuity Withdrawal       Asset Protection    SPIA/Life Arbitrage
                                                   Estate

                                              Revocable Living
   SPIA/Life in a      Principal Protected                                                                         International
                                              Trusts, DPAs and      Crummey Powers          Dynasty Trust                                   GDOT
      CLAT                    Notes                                                                                    VUL
                                                    POAs

    Supporting          IRA/Annuity to                                                                            Business Risk
                                                Gift Annuity        Remainder Sales          Life Estates                                 LLC/CRTs
   Organizations           Charity                                                                                Management

                                                                      Charitable
                                                                                                                 Defined Benefit       Qualified Plan
   Bargain Sales      Succession Planning Risk Management          Remainder Annuity       ESOP Planning
                                                                                                                      Plans          Limited Partnership
                                                                         Trust




                                                                                                                                                            Page 4
PLAN ASSUMPTIONS
                                                             FERRIS AND BEATRICE BUELLER


The plan is based on numerous assumptions. Important among these are the yield and growth assumptions contained on
the balance sheet in the Financial Analysis section. Other important assumptions are contained on this Plan Assumptions
page.

  Tax Rate Assumptions
    State Income Tax Rate                                                                                                                          6%
    State Inheritance - Estate Tax                                                                                                 No state estate tax

  7520 Rates
    Highest rate                                                                                                           2.8%       February, 2011
    Current rate                                                                                                           2.8%       February, 2011
    Lowest rate                                                                                                            1.8%      December, 2010
  Long Term AFR Rate                                                                                                       4.2%       February, 2011
     Annual increase in Ferris's earned income                                                                                                     2%
     Number of years Ferris's income is expected to continue                                                                                       10
     Annual increase in Beatrice's earned income                                                                                                   0%
     Number of years Beatrice's income is expected to continue                                                                                     10

  Lifestyle Need Assumptions
     Net annual outlay for Ferris and Beatrice's lifestyle needs, not including gifts or income taxes                                         $600,000
     Annual cost of living increase used in the plan                                                                                               2%

  Settlement and Administrative Expenses
     Fixed estate settlement costs                                                                                            $25,000
     Variable estate settlement costs, 1st death                                                                          0.50% (of assets)
     Variable estate settlement costs, 2nd death                                                                          1.00% (of assets)




                                                                                                                                                    Page 5
COMPARISON OF PLAN RESULTS - PLAN YEAR 2011
                                                 FERRIS AND BEATRICE BUELLER




                                                      Existing Plan                Proposed Plan                    Advantage


                                 Estate Value    $         51,886,036        $          36,223,066


                    Heirs Receive Immediately    $         44,693,185        $          60,746,885        $           16,053,699


       Heirs Receive from Deferred Inheritance   $                -          $          32,375,661        $           32,375,661


                      Total Benefits to Family   $         44,693,185        $          93,122,546        $           48,429,361


                               Family Charity    $                -          $          27,739,960        $           27,739,960


                        Estate and Income Tax    $         14,522,481        $                 -          $           14,522,481




This chart assumes that you both die in 2011 and compares the results of the current plan with the proposed plan.




                                                                                                                                   Page 6
PROPOSED PLAN RESULTS - PLAN YEAR 2011
                        FERRIS AND BEATRICE BUELLER



                       ESTATE OF FERRIS AND                                                                        Date: December 31, 2011
                       BEATRICE BUELLER                         1st National Bank
● Goal - Maximize
   Inheritance
                       Pay to the          Our Heirs                                                                          $93,122,546
                       order of
                       Ninety Three Million One Hundred Twenty Two Thousand Five Hundred Forty Six Dollars and No Cents             Dollars


                       Memo Inheritance



                       ESTATE OF FERRIS AND                                                                                December 31, 2011
                                                                                                                   Date:
                       BEATRICE BUELLER                         1st National Bank
 Goal - Reduce
 Estate Taxes
                       Pay to the
                       order of
                                           Internal Revenue Service                                                                  $0,000

                       No Dollars and No Cents                                                                                      Dollars


                       Memo Estate and Income Taxes



                       ESTATE OF FERRIS AND                                                                                December 31, 2011
                                                                                                                   Date:
                       BEATRICE BUELLER                         1st National Bank
 Goal - Gift to        Pay to the          Charity                                                                            $27,739,960
                       order of
  Charity
                       Twenty Seven Million Seven Hundred Thirty Nine Thousand Nine Hundred Sixty Dollars and No Cents              Dollars


                       Memo Family Charities


                                                                                                                                               Page 7
PROPOSED PLAN RESULTS - PLAN YEAR 2039
                                  FERRIS AND BEATRICE BUELLER



                       ESTATE OF FERRIS AND                                                                           Date:   December 31, 2039
                       BEATRICE BUELLER                         1st National Bank
● Goal - Maximize      Pay to the          Our Heirs                                                                           $252,700,834
   Inheritance         order of
                       Two Hundred Fifty Two Million Seven Hundred Thousand Eight Hundred Thirty Four Dollars and No Cents             Dollars


                       Memo Inheritance



                       ESTATE OF FERRIS AND                                                                           Date:   December 31, 2039
                       BEATRICE BUELLER                         1st National Bank
 Goal - Reduce
 Estate Taxes
                       Pay to the
                       order of
                                           Internal Revenue Service                                                                     $0,000

                       No Dollars and No Cents                                                                                         Dollars


                       Memo Estate and Income Taxes



                       ESTATE OF FERRIS AND                                                                           Date: December 31, 2039
                       BEATRICE BUELLER                         1st National Bank
 Goal - Gift           Pay to the          Charity                                                                               $30,784,252
to Charity             order of
                       Thirty Million Seven Hundred Eighty Four Thousand Two Hundred Fifty Two Dollars and No Cents                    Dollars


                       Memo Family Charities


                                                                                                                                                  Page 8
INTRODUCTION TO THE PLAN STRATEGIES ROADMAP
                                              FERRIS AND BEATRICE BUELLER



The following section of the plan contains a step by step roadmap for each of the strategies that we are recommending.

You will notice that the strategies are often interdependent; that is, in order for one strategy to be successful, you must
complete another strategy as well. It is the integration of each of these strategies that allows you to most efficiently
accomplish your goals.

Also keep in mind that there is often more than one way to get from point A to point B. This is true in wealth transfer
planning. If a particular strategy or combination of strategies is not acceptable to you, we may be able to reach the
desired result in a less efficient but perhaps more acceptable way.

The following pages are a conceptual road map only, there are numerous details contained in each strategy that are not
detailed in the overall plan that follows.




                                                                                                                              Page 9
CORPORATE RE-CAPITALIZATION
                                   FERRIS AND BEATRICE BUELLER




Ferris and Beatrice recapitalize the existing corporate shares into voting and non-voting shares.




                                         Businesses To Be Recapitalized
Mid-Level Care Corporation (100 sh)                                                       11,122,006
Pizza Distributors Co., Inc (20,000 sh) **                                                23,500,000
Total                                                                                     34,622,006


** We believe Pizza Distributors has already been recapitalized but will need to be reappraised.

                                                                                                       Page 10
HAVE THE NON-VOTING SHARES APPRAISED
                                                    FERRIS AND BEATRICE BUELLER




Ferris and Beatrice hire an appraiser to value the non-voting shares. The appraiser will value the shares taking all of the following into
account:
         ▪ Liquidity of the shares
         ▪ Transferability of the shares
         ▪ Degree of control that accompanies ownership of the shares
         ▪ The assets owned by the corporations




                                                                Appraisal



                                                           Valuation adjustment
                                                           assumed t be 35%
                                                                   d to b




The assumed value of the non-voting stock is for illustration purposes only.
Note: Business appraisal is not an exact science. The IRS does not like valuation adjustments.
A well regarded appraiser should be retained to value the interests being sold.




                                                                                                                                             Page 11
CREATE GRANTOR DEEMED OWNER TRUSTS
                   FERRIS AND BEATRICE BUELLER


  Ferris and Beatrice create individual grantor deemed owner trusts (GDOT).




                                                                              Page 12
GIFT TO GRANTOR DEEMED OWNER TRUST
                                                FERRIS AND BEATRICE BUELLER




Ferris and Beatrice each make a gift of $921,545 to their individual GDOT. This gift is designed to give each trust economic substance.




                                                             $921,545




                                                             $921,545




                                                                                                                                          Page 13
BENEFICIARIES GUARANTEE GDOT OBLIGATION
                      FERRIS AND BEATRICE BUELLER




           The heirs guarantee a portion of the obligation of both GDOTs.




                               Installment note




        Beneficiaries of th GDOT ( others)
        B    fi i i    f the      (or th )
  guarantee a portion of the GDOT obligation.




                                                                            Page 14
SELL NON-VOTING SHARES TO EACH GDOT
                                                   FERRIS AND BEATRICE BUELLER




                      Ferris and Beatrice sell their non-voting stock to their individual GDOTs for an installment note.



                                                    Sell their combined non-voting
                                                      stock worth $22,504,304



                                                        Cash or securities of
                                                          $1,843,090 and an
                                                       installment note worth
                                                      $20,661,214 that provides
                                                         annual payments of
                                                              $857,440


The sale price is based on the assumed value of the assets
sold.
*Note payments are interest only at 4.15%.

Goals Accomplished:
- Reduce or eliminate our liability from Mid-Level Care.
- Provide a succession plan that will allow for a smooth transition to bring
our daughters into Mid-Level Care.
- Provide a succession plan that will allow for a smooth transition to bring
our daughters into Pizza Distributors.
- Maximize the inheritance that we leave for our children and grandchildren.
- Reduce estate tax liability.
- Avoid Capital Gains tax on the transfer.


                                                                                                                           Page 15
LOAN TO GDOT
                                                FERRIS AND BEATRICE BUELLER




                       Ferris and Beatrice loan $1,000,000 to the GDOTs in year one to create adequate cash flow.



                                                Loan $1,000,000 of cash to the
                                                          GDOTs



                                                      Annual principal and
                                                      interest payments of
                                                            $135,868




*Note payments are amortized over 10 years at 6%.




                                                                                                                    Page 16
PURCHASE LIFE INSURANCE IN THE GDOT
                                                    FERRIS AND BEATRICE BUELLER




                        The GDOT Trustees purchase second-to-die life insurance with the assets of the two GDOTs.




Premium Payment Details
Premium in the amount of $827,670 is paid in the first year with assets of the GDOTs.
No premium payments are made for 9 years, then beginning in year 11, premiums in
the amount of $388,260 are paid annually thereafter.




The premium is based on certain assumptions. This is for illustration purposes only. Actual insurance numbers can only be determined
by applying for insurance.

Goals Accomplished:
- Assure we have sufficient liquid assets available at our deaths to eliminate the forced
liquidation of our business or real estate assets.
- Maximize the inheritance that we leave for our children and grandchildren.
                                                                                                                                       Page 17
WHY USE A ONE PAY WITH CATCH UP STRUCTURE FOR PREMIUMS
                                               FERRIS AND BEATRICE BUELLER


Reasons to use a one pay with catch up:

1. Allows you to wait and see what will happen with the estate tax.

2. You may decide to keep all of the death benefit or you might keep the policy but reduce the death benefit. Clients in their
late 70s and 80's can consider selling the policy if they decide they do not want to keep it.

3. Better economics. Allows you to keep the “unpaid” premium dollars and invest as you normally would. You will usually be
better off than with level premiums.

4. Relatively small commitment compared to death benefit. Usually less than the equivalent of two normal premiums.



5. Works nicely with a TCLAT. Allows you to zero out the tax and give money to your kids. Keep in mind that your kids could
be in their 70s or 80s before they inherit any money from the TCLAT.

6. Policy is guaranteed (if required first year and catch up premiums are paid).

7. People often lose guarantees because they pay premiums late. Because there are no premiums to pay until the catch-up
premiums begin, there is no need to worry about losing guarantees during this time period.

8. Less administration and headache. Because you pay only one premium now, you only need to send Crummey notices this
year. Then none until premiums start up again.




                                                                                                                                 Page 18
COMPANY INSURES RISKS - CREATES DEDUCTION
                                                     FERRIS AND BEATRICE BUELLER




                                            GDOT Trustees create a captive insurance company.
       The captive is formed to insure currently insured and uninsured risks of Mid-Level Care Corporation and/or Pizza Distributors.




                                                               Risk Coverage




The captive will be a pure captive and owned by a trust for your benefit or
for the benefit of your heirs (or both). The captive could be either a
Domestic Captive or International Captive. Costs illustrated in this plan
reflect a Domestic Captive. The decision as to which direction to follow
can be made during the feasibility phase.




NOTE: Prior to forming a Captive insurance company, there must be a feasibility study to determine insurable risk.
In the event that there are no insurable risks, there are alternative planning strategies to consider relative to income tax savings.
                                                                                                                                        Page 19
COMPANY INSURES RISKS - CREATES DEDUCTION
                                                  FERRIS AND BEATRICE BUELLER




                                       The Captive Insurance Company insures various risks of loss.



                                                       Pay annual premiums of
                                                      $500,000 to cover risk of
                                                    loss. Premiums for insurance
                                                       that cover real risks are
                                                              deductible.




                                                           Risk Coverage




Net premium of up to $1.2M is excludable from captive company income
if proper tax election is made.

Goals Accomplished:
- Maximize the inheritance we leave for our children and grandchilren.
- Reduce income taxes.
- Assure our financial independence during retirement.




                                                                                                      Page 20
EXISTING IRREVOCABLE LIFE INSURANCE TRUST
                                                   FERRIS AND BEATRICE BUELLER




                                                    Annual premium payments of
                                                    $78,690 are distributed from
                                                            the GDOTs.




Premium Payment Details
Premium in the amount of $0,000 is paid in the first year with
assets of the ILIT. No premium payments are made for 9
years, then beginning in year 10, premiums in the amount of
$0,000 are paid annually thereafter.




                                                                                   Page 21
LEAVE YOUR IRA & ANNUITIES TO CHARITY
                                                     FERRIS AND BEATRICE BUELLER




                                            At the 2nd death, leave your IRA and annuities to charity.




                                                                 $584,300




Advantages
No estate tax
No income in respect of a decedent tax
Most efficient assets to satisfy charitable intent




                                                                                                         Page 22
TESTAM         TESTAMENTARY CHARITABLE LEAD ANNUITY TRUST (Part I) - 2011
                                                           FERRIS AND BEATRICE BUELLER




                     Include language in your trust or Will that creates a testamentary charitable lead trust (TCLAT) at the second death.




             TCLAT Assumptions
Asset growth rate                     8.00%
TCLAT payout rate                     5.02%
Present value discount rate           4.00%
Assumed date of death                  2011


                                                                                                                                             Page 23
TESTAMENTARY CHARITABLE LEAD ANNUITY TRUST (Part II) - 2011
                                                   FERRIS AND BEATRICE BUELLER




                           At the end of the TCLAT term, your heirs will receive all of the remaining trust assets.




Goals Accomplished:
- Eliminate or reduce estate taxes.
- Maximize the transfer to our heirs.
- Continue a structured giving program even after our deaths.




                                                                                                                      Page 24
PERIODIC TABLE OF ESTATE PLANNING ELEMENTS - RECOMMENDED
                                                       FERRIS AND BEATRICE BUELLER

The highlighted tools are those we have determined are most suited to achieving your goals and objectives.


    Charitable
                                              Family Limited                              Grantor Retained       Charitable Lead
  Remainder Uni-            412(i)                                 Private Annuity                                                        SCIN
                                                Partnership                                Annuity Trust          Annuity Trust
      Trust

                                                                                         Sale for Installment     Series Limited    GDOT Owned Life
    Family LLC             TCLAT              Loan to GDOT            Flip CRT
                                                                                                Note            Liability Company      Insurance


                       Preferred Limited    GDOT Distributions                                                                         Corporate
 Premium Finance                                                      529 Plans                Gifting                ILIT
                          partnership       for ILIT Premiums                                                                        Recapitalization


                                              Charitable Life
   Walton GRAT       Private Foundations                             NIMCRUT             Annuity Withdrawal      Asset Protection   SPIA/Life Arbitrage
                                                  Estate

                                             Revocable Living
                                                     bl i i
   SPIA/Life in a     Principal Protected                                                                         International
                                             Trusts, DPAs and     Crummey Powers           Dynasty Trust                                  GDOT
      CLAT                   Notes                                                                                    VUL
                                                   POAs

    Supporting          IRA/Annuity to                                                                            Business Risk
                                               Gift Annuity       Remainder Sales           Life Estates                                LLC/CRTs
   Organizations           Charity                                                                                Management

                                                                    Charitable
                                                                                                                 Defined Benefit      Qualified Plan
   Bargain Sales     Succession Planning Risk Management         Remainder Annuity         ESOP Planning
                                                                                                                      Plans         Limited Partnership
                                                                       Trust



Green equals a new                                               Blue equals a social                                                Yellow equals an
 planning tool for                                               capital or charitable                                               existing planning
      family                                                              tool                                                              tool
                                                                                                                                                         Page 25
ESTATE PLAN OVERVIEW AND ESTATE DISTRIBUTION - 2011
                                                                         FERRIS AND BEATRICE BUELLER


                    Gift IRA & Annuity to Charity at the 2nd death
                                                                             NET WORTH
                                                                                                                   Recap Corporations
        IRA TO CHARITY                                                        36,223,066                                                       CORP RECAP
                                                                                                                   Voting and non-voting
               478,386                                                                                             shares                       22,504,304



                                                                                                        Sell non-voting shares to GDOT                             GDOT purchases life insurance
                                                                                                                                                  GDOT
                                                                                                         Installment Note                     Owns non-voting
                EXISTING ILITs                         CAPTIVE INS
                                                                                                       Seed Gift                                  shares              LIFE INSURANCE
                                                      Annual premium
                   8,000,000                                                  GDOT pays annual premium to Captive Insurance Company
                                                       accumulation                                                                                                       30,000,000

                                                                                       Annual GDOT distributions for existing ILIT premiums
First Death




                  FAMILY TRUST / BEATRICE                              MARITAL TRUST / BEATRICE                              BEATRICE                           ADMIN

                             4,000,000                                        16 290 862
                                                                              16,290,862                                      2,001,482
                                                                                                                              2 001 482                         137,248
Second Death




                          TCLAT                                                                                                                                 ADMIN
                                                                                HEIRS

                         27,155,660                                                                                                                             345,858
                                                                              93,122,546
                                                   Heirs From
                                                    TCLAT



                   FAMILY CHARITY

                         27,739,960




                                                                                                                                                                                               Page26
YOUR GOALS ACCOMPLISHED WITH FULL PLAN IMPLEMENTATION
                                            FERRIS AND BEATRICE BUELLER




The proposed plan allows you to retain sufficient cash flow to meet your lifestyle goal of $600,000 annually
throughout your lifetime.


Should one of you predecease the other, ample funds remain available to support the surviving spouse.


Your liquidity needs for emergencies or investment opportunities are sastisfied. You never have less than $1,700,000
in cash and readily marketable securities.


Full implementation of the proposed plan provides sufficient liquidity to preserve your business and real estate assets.


Under the proposed plan your heirs could expect to receive $93,100,000 today and as much as $252,700,000 at your
joint life expectancy.

By selling the non-voting shares of Mid-Level Care and Pizza Distributors to GDOTs in return for an installment
note, we're able to reduce our liability in Mid-Level Care while simultaneously providing our daughters with a
succession plan into both Pizza Distributors as well as Mid-Level Care.

Under the proposed plan charity could expect to receive $27,700,000 today and as much as $30,800,000 at your joint
life expectancy.


Income tax savings of the plan could be as much as $0,000 over 10 years.

Estate taxes have been eliminated now and at joint life expectancy.


                                                                                                                           Page 27
FERRIS AND BEATRICE BUELLER




LIFETIME SPENDING
  AND LIQUIDITY




                                  Page 28
YOUR LIQUID ASSETS - PROPOSED PLAN
                                                                 FERRIS AND BEATRICE BUELLER




    $16,000,000


    $14,000,000


    $12,000,000


    $10,000,000

                                                                                                   'Annual Lifestyle' Goal
      $8,000,000                                                                                     -
                       'Annual Liquidity' Goal                                                         Accomplished
      $6,000,000
                           Accomplished

      $4,000,000


      $2,000,000


             $-




                                                 Liquid Assets Proposed      Your Liquidity Goal      Total Living Expenses




Most of our clients want to know that they have sufficient income and liquid assets to pay their living expenses for the rest of their lives. This chart assumes full
implementation of the proposed plan and shows your liquid assets over your life expectancy compared with your goal for liquid assets on hand (inflated annually).
Liquid assets include cash, stocks, bonds, annuities and qualified retirement accounts but do not include any other assets you might own such as promissory notes,
businesses or real estate.
                                                                                                                                                               Page 29
YOUR LIQUIDITY - CURRENT PLAN
                                                                FERRIS AND BEATRICE BUELLER




    $140,000,000


    $120,000,000


    $100,000,000


      $80,000,000
                                                                                                        -

      $60,000,000


      $40,000,000


      $20,000,000


              $-




                                                   Liquid Assets Current      Illiquid Assets Current       Estate Tax Due




This review shows your projected estate tax due within nine months of the second of you to die versus the projected liquid and illiquid assets in your estate
situation over the next 20 years under your existing plan.


                                                                                                                                                                Page 30
YOUR LIQUIDITY - PROPOSED PLAN
                                                              FERRIS AND BEATRICE BUELLER




    $55,000,000

    $50,000,000

    $45,000,000

    $40,000,000

    $35,000,000

    $30,000,000
                                                                                                    -
    $25,000,000

    $20,000,000

    $15,000,000

    $10,000,000

     $5 000 000
     $5,000,000

             $-




                       Amount Needed to Fund the TCLAT         Illiquid Assets      Liquid Assets Proposed       Liquid Assets Proposed - No Life Ins




This review shows your projected illiquid assets and amount of liquid assets needed to fund the TCLAT versus your liquid assets under a fully implemented
proposed plan and a proposed plan without new life insurance. Without the illustrated new life insurance there is some possiblity that your heirs will be left with
mostly illiquid assets that are generally more difficult to manage and to divide equally among beneficiaries. If you complete the plan with a TCLAT, having liquid
assets is important since TCLATs are most successfully funded with liquid assets.
                                                                                                                                                             Page 31
FERRIS AND BEATRICE BUELLER




INCOME TAX SAVINGS




                                  Page 32
COMPARISON OF INCOME TAX RESULTS - PLAN YEAR 2011
                                          FERRIS AND BEATRICE BUELLER




                                       Existing Plan           Proposed Plan            Total Savings


     2011 Estimated Income Tax     $           942,000    $              742,000    $          200,000

     2012 Estimated Income Tax     $           967,000    $              763,000    $          204,000

     2013 Estimated Income Tax     $         1,149,000    $              905,000    $          244,000

     2014 Estimated Income Tax     $         1,187,000    $              936,000    $          251,000

     2015 Estimated Income Tax     $         1,149,000    $              967,000    $          182,000

     2016 Estimated Income Tax     $         1,187,000    $             1,006,000   $          181,000

     2017 Estimated Income Tax     $         1,224,000    $             1,040,000   $          184,000

     2018 Estimated Income Tax     $         1,264,000    $             1,076,000   $          188,000

     2019 Estimated Income Tax     $         1,306,000    $             1,114,000   $          192,000

     2020 Estimated Income Tax     $         1,350,000    $             1,155,000   $          195,000


10 Yr Savings Over Existing Plan                                                    $         2,021,000




                                                                                                          Page 33
INCOME TAXES PAID - CURRENT PLAN vs. PROPOSED PLAN
                                                           FERRIS AND BEATRICE BUELLER




    $1,600,000




    $1,400,000




    $1,200,000

                                                                                              -


    $1,000,000




      $800,000




      $600,000
                     2011          2012         2013         2014              2015    2016          2017         2018   2019   2020



                                                               Existing Plan                  Captive Insurance




This chart compares the amount of income taxes paid in the current plan as against the proposed plan.




                                                                                                                                       Page 34
FERRIS AND BEATRICE BUELLER




INCREASE INHERITANCE
AND REDUCE ESTATE TAX




                                    Page 35
COMPARISON OF PLAN RESULTS - PLAN YEAR 2011
                                                            FERRIS AND BEATRICE BUELLER



                            CURRENT PLAN                                                                     PROPOSED PLAN




       0%
                                                           75%                                                                                77%

                                                                                            23%
          25%




                                                                                                 0%



                       Heirs    Estate Tax      Charity                                                   Heirs    Estate Tax     Charity




                        Heirs                    $44,693,185                                               Heirs                    $93,122,546
                   Estate Tax                    $14,522,481                                          Estate Tax                        $0
                      Charity                        $0                                                  Charity                    $27,739,960

In the current plan, a portion of the benefit to heirs is qualified plan money. Withdrawals from these plans will be treated as ordinary income.




                                                                                                                                                    Page 36
COMPARISON OF PLAN RESULTS - PLAN YEAR 2039
                                                             FERRIS AND BEATRICE BUELLER




                                                                    Existing Plan                        Proposed Plan               Advantage


                                       Estate Value          $           200,414,813             $            31,242,270


                       Heirs Receive Immediately             $             96,647,995            $           218,361,049         $    121,713,054


         Heirs Receive from Deferred Inheritance             $                     -             $            34,339,786         $     34,339,786


                          Total Benefits to Family           $             96,647,995            $           252,700,834         $    156,052,840


                                    Family Charity           $                     -             $            30,784,252         $     30,784,252


                            Estate and Income Tax            $           109,131,287             $                     -         $    109,131,287




                    Present Value of total to Heirs                      $42,242,592                        $110,449,660

                  Discount rate for PV calculation                               3.00%



This chart assumes that you both die at life expectancy and compares the results of the current plan with the proposed plan.

The present value of the total passing to heirs is our attempt to put inheritance into today's dollars to provide perspective.
We are using an inflation rate of 3% to calculate the present value numbers.
                                                                                                                                                    Page 37
COMPARISON OF PLAN RESULTS - PLAN YEAR 2039
                                                            FERRIS AND BEATRICE BUELLER



                            CURRENT PLAN                                                                     PROPOSED PLAN




                                              47%
    0%

                                                                                           12%
                                                                                                                                               88%

                                                                                     0%
                     53%




                       Heirs    Estate Tax      Charity                                                   Heirs    Estate Tax     Charity




                        Heirs                    $96,647,995                                              Heirs                    $218,361,049
                   Estate Tax                   $109,131,287                                         Estate Tax                         $0
                      Charity                        $0                                                 Charity                     $30,784,252

In the current plan, a portion of the benefit to heirs is qualified plan money. Withdrawals from these plans will be treated as ordinary income.




                                                                                                                                                     Page 38
ASSETS PASSING TO YOUR FAMILY - CURRENT VS. PROPOSED
                                                              FERRIS AND BEATRICE BUELLER




     $275,000,000

     $250,000,000                                                                         'Estate Liquidity' Goal
                                                                                              Accomplished
     $225,000,000
                          'Maximize Inheritance
     $200,000,000
                              to Heirs' Goal
     $175,000,000            Accomplished

     $150,000,000                                                                                   -

     $125,000,000

     $100,000,000

      $75,000,000

      $50,000,000

      $25,000,000




                                                          Current Plan        Proposed Plan        Proposed Plan w/out Life Ins




This chart compares the amount of your assets that will pass to heirs after estate taxes and costs of implementation in the current plan as against the proposed
plan.



                                                                                                                                                              Page 39
FERRIS AND BEATRICE BUELLER




   INCREASE IN
CHARITABLE GIVING




                                  Page 40
COMPARISON OF CHARITY RESULTS - PLAN YEAR 2011
                                        FERRIS AND BEATRICE BUELLER




                                            Existing Plan             Proposed Plan        Increase in Charity


     Charity Receives from TCLAT        $               -       $         27,200,000   $         27,200,000




Charitable gift of IRA/Annuity assets   $               -       $           600,000    $            600,000




           Total to Family Charity      $               -       $         27,700,000   $         27,700,000




                                                                                                              Page 41
COMPARISON OF CHARITY RESULTS - PLAN YEAR 2039
                                        FERRIS AND BEATRICE BUELLER




                                            Existing Plan             Proposed Plan        Increase in Charity


      Charity Receives from TCLAT       $               -       $         28,800,000   $         28,800,000




Charitable gift of IRA/Annuity assets   $               -       $          2,000,000   $          2,000,000




           Total to Family Charity      $               -       $         30,800,000   $         30,800,000




                                                                                                              Page 42
GIFTING TO CHARITY - EXISTING PLAN VS. PROPOSED PLAN
                                                 FERRIS AND BEATRICE BUELLER




$44,000,000                                                                                              'Provide for a Charitable
                                                                                                            Gift at Death' Goal
$40,000,000
                                                                                                              Accomplished
$36,000,000

$32,000,000

$28,000,000

$24,000,000
                                                                                         -
$20,000,000

$16,000,000

$12,000,000

 $8,000,000

 $4 000 000
 $4,000,000

        $-




                                                Current Plan Charity   Proposed Plan Charity




                 This chart compares the amount of your gifts to charity in the current plan as against the proposed plan.




                                                                                                                                     Page 43
COST BENEFIT ANALYSIS
                                                            FERRIS AND BEATRICE BUELLER


All strategies have an element of risk; a chance that the program adopted does not work as planned. Estate planning strategies carry an element of risk as
well. Many advisors warn their clients of risk but do not make an effort to quantify those risks. We have taken the position in our planning that if a risk is
quantifiable, it should be identified as such and the cost of the risk should be disclosed to our client. When the risk is not quantifiable, this should also be
disclosed.
Any risk analysis begins with two questions:
 What is the reward to be gained by taking the risk?
 What is the cost of the potential loss if the plan fails totally?
 If you are satisfied that the reward is worth the risk and that the risk of loss is acceptable, it would then make sense to pursue the strategy. If the risk is
 such that you could not comfortably accept the loss, then the risk should not be taken.

Is the reward worth the risk?
The reward of the proposed plan results in an advantage to your heirs today of $48,429,361 over your existing plan.
The reward of the proposed plan results in an advantage to your heirs at life expectancy of $156,052,840 over your existing plan.

What if the Plan fails totally?
There are 4 basic areas of potential risk involved in this comprehensive plan. We assume total failure of all planning techniques in order to provide a worst
case analysis.

  Transaction costs
   Planning Fees                                                                       75,000
   Attorneys Fees                                                                     125,000
   Valuation Fees                                                                      15,000
   Total                                                                        $     215,000

  Annual Maintenance Fee                                                        $        7,500

  Taxes
   This represents the taxes that will have to be paid if the plan fails entirely. Note that this is the same amount that would be paid without the planning.


    Total additional tax over current plan = $0



                                                                                                                                                                   Page 44
COST BENEFIT ANALYSIS (Continued)

Interest (cost of money)
  Interest is charged on late tax payments by the IRS at the rate of the applicable federal rate plus 3%. You must invest at a rate less than this rate to lose
  money. Assuming that assets earn in excess of that rate, there should be no risk of loss due to cost of money.
  Nonetheless, we assume that assets actually earn 2% less than the IRS interest rates, and the risk of loss would be $277,094.

Penalties
 Assuming the plan is implemented with the help of knowledgeable advisors, the only potential penalty is for substantial undervaluation. The penalty
 comes into play in the case of a challenge to asset valuation. If the value reported for a transaction is less than 65% of the value as finally determined for
 tax purposes (by the IRS or the courts) then there is a 25% substantial undervaluation penalty.

  The valuation adjustment assumed in this plan is 35.00%. Therefore, an adjustment should not result in a substantial undervaluation penalty.



                                                                        Risk Analysis



                      $160,000,000
                      $140,000,000
                      $120 000 000
                      $120,000,000
                      $100,000,000
                       $80,000,000
                       $60,000,000
                       $40,000,000
                       $20,000,000
                                $-
                                            Benefit to Heirs 2011           Benefit to Heirs 2039       Potential Loss (Total Failure)




                                                                                                                                                              Page 45
DETAILED FINANCIAL ANALYSIS
                                  FERRIS AND BEATRICE BUELLER




                                INTRODUCTION



The following section of the plan contains all of the financial analysis used to show you where you stand
with your current plan and what is possible with the proposed plan.

All of the numbers are based on information provided by you or gleaned from statements and tax returns. If
numbers do not look correct, please let us know so that we can make appropriate changes.


Assumed growth and yield numbers are all listed on the Net Worth pages contained in these sections.




                                                                                                             Page 46
DETAILED FINANCIAL ANALYSIS
                                  FERRIS AND BEATRICE BUELLER




                  CURRENT PLAN FINANCIALS



In the Current Plan Section you will find a Net Worth Statement and a detailed cash flow and asset value
projection analysis.




                                                                                                           Page 47
CURRENT NET WORTH STATEMENT
                                          FERRIS AND BEATRICE BUELLER

                                               FERRIS     BEATRICE       JOINT    TOTAL     YIELD   GROWTH
CASH AND EQUIVALENTS
    Cash                                                                500,000   500,000    2.5%      0.0%
    Cash Value of Life Insurance                20,000          -                  20,000    0.0%      0.0%
     Total of Cash and Equivalents              20,000          -       500,000   520,000    2.4%      0.0%


MARKETABLE SECURITIES - EQUITIES
    Stocks                                         -                    500,000   500,000    2.9%      5.0%
     Total of Equities                             -            -       500,000   500,000    2.9%      5.0%


ANNUITIES/DEFERRED COMPENSATION
    Deferred Comp Plan                                      100,000         -     100,000              7.0%
     Total of Annuities                            -        100,000         -     100,000    0.0%      7.0%




                                                                                                       Page 48
CURRENT NET WORTH STATEMENT (Page 2)
                                             FERRIS AND BEATRICE BUELLER

                                                   FERRIS     BEATRICE     JOINT      TOTAL     YIELD   GROWTH
OTHER INVESTMENTS
   Hedge Fund                                      125,000           -       -       125,000    12.8%      5.0%
   Note to Pizza Distributors                     8,993,971          -       -      8,993,971    0.0%      0.0%
    Total of Other Investments                    9,118,971          -       -      9,118,971    0.2%      0.1%


CLOSELY HELD BUSINESS
   Mid-Level Care Corporation (100 sh)            5,561,003    5,561,003     -     11,122,006   13.3%      3.0%
   Pizza Distributors Co., Inc (20,000 sh)       11,750,000   11,750,000     -     23,500,000    1.1%      3.0%
     Total Closely Held Business                 17,311,003   17,311,003     -     34,622,006    5.0%      3.0%


RETIREMENT PLANS/IRAs
   401(k)                                          250,000                           250,000     0.0%      7.0%
   IRA                                             114,818                           114,818     0.0%      7.0%
   IRA                                                           86,853               86,853     0.0%      7.0%
     Total Retirement Plans                        364,818       86,853              451,671     0.0%      7.0%




                                                                                                           Page 49
CURRENT NET WORTH STATEMENT (Page 3)
                                           FERRIS AND BEATRICE BUELLER

                                                 FERRIS     BEATRICE       JOINT        TOTAL     YIELD   GROWTH
INVESTMENT REAL ESTATE
    39 Kansas Rd.                                             150,000          -       150,000     2.6%      4.0%
    37 Kansas Rd.                                120,000                       -       120,000    10.4%      4.0%
    60 Acre Farm                                              300,000          -       300,000     0.0%      4.0%
    25 Kansas Rd.                                150,000                       -       150,000     0.0%      4.0%
    21 Kansas Rd.                                                          10,000       10,000     0.0%      4.0%
    7 Lake St.                                   600,000           -           -       600,000     0.0%      4.0%
    8 Lake St.                                        -       865,000          -       865,000     0.0%      4.0%
    35 Kansas Rd.                                             100,000          -       100,000     0.0%      4.0%
    40 Kansas Rd.                                             150,000          -       150,000     0.0%      4.0%
     Total of Real Estate Holdings               870,000     1,565,000     10,000     2,445,000    0.7%      4.0%


RESIDENTIAL REAL ESTATE
    123 Main                                          -            -     1,800,000    1,800,000    0.0%      3.0%
     Total of Personal Residences                     -            -     1,800,000    1,800,000    0.0%      3.0%


PERSONAL PROPERTY
    Personal Property                                                     350,000      350,000     0.0%      0.0%
    Antiques                                                               50,000       50,000     0.0%      0.0%
     Total of Personal Property                       -            -      400,000      400,000     0.0%      0.0%


TOTAL ASSETS                                   27,684,792   19,062,856   3,210,000   49,957,648


TOTAL LIABILITIES                                     -            -           -            -


NET WORTH                                      27,684,792   19,062,856   3,210,000   49,957,648


                                                                                                             Page 50
SCHEDULE OF LIFE INSURANCE BENEFITS - CURRENT PLAN
                                            FERRIS AND BEATRICE BUELLER




           COMPANY             INSURED     POLICY #       BENEFICIARY         PREMIUM       CASH VALUE      DEATH BENEFIT


Policies owned by Ferris
SPWL                             Jenny        #           Beatrice & Ferris             -          10,000             10,000
SPWL                            Megan         #           Beatrice & Ferris             -          10,000             10,000
 Totals                                                                                 -          20,000             20,000




Policies owned by ILIT
Pac Life                        Ferris        #             Ferris's ILIT          50,590         290,381           5,000,000
Pac Life                        Beatrice      #            Beatrice's ILIT         28,100          43,562           3,000,000
 Totals                                                                            78,690         333,943           8,000,000




                                                                                                                  Page 51
FINANCIAL ANALYSIS - EXISTING PL               ASSET VALUE PROJECTIONS - EXISTING PLAN


YEAR                                                   Current                2011               2012                 2013             2014                2015             2021              2036              2039
Asset Values
Cash and cash equivalents                              520,000             520,000            520,000               520,000         520,000             520,000          520,000           520,000           520,000
Marketable securities - Equities                       500,000           1,381,695          2,352,001          3,640,373           5,417,689           7,348,964       22,756,496        83,283,923       104,262,265
Annuities                                              100,000             105,915            113,329               121,262         129,750             138,833          208,350           574,845           704,209
Other investments 1                                  9,118,971           9,124,279          9,130,533          8,762,232           8,004,139           7,214,962        1,753,895          221,375           221,831
Closely held business                               34,622,006         35,502,184         36,567,250          37,664,267          38,794,195          39,958,021       47,711,967        74,333,690        81,226,430
Retirement plans/IRAs                                  451,671             478,386            511,873               547,704         586,043             627,066          941,057          1,289,467         1,276,939
Investment real estate                               2,445,000           2,527,816          2,628,929          2,734,086           2,843,450           2,957,188        3,741,786         6,738,745         7,580,172
Personal residences                                  1,800,000           1,845,761          1,901,133          1,958,167           2,016,912           2,077,420        2,480,548         3,864,613         4,222,967
Personal property                                      400,000             400,000            400,000               400,000         400,000             400,000          400,000           400,000           400,000
Total assets in estate                              49,957,648         51,886,036         54,125,048          56,348,092          58,712,179          61,242,454       80,514,099       171,226,658       200,414,813
Combined net worth                              $   49,957,648     $   51,886,036     $   54,125,048     $    56,348,092      $   58,712,179      $   61,242,454   $   80,514,099   $   171,226,658   $   200,414,813
1
    Decreased each year beginning in 2013 per amortization schedule for the Pizza Distributors Note.


In the event that there is a cash flow surplus, the surplus is added to the marketable securities row by default.
If there is a cash flow shortage (because of spending or gifting capital) then the shortage is treated as a reduction in marketable securities.




                                                                                                                                                                                                          Page 52
TAXABLE INCOME PROJECTIONS - EXISTING PLAN


YEAR                                                 Current               2011             2012              2013             2014             2015             2021            2036             2039
Sources of taxable income
Cash and cash equivalents                                                12,674           12,674            12,674           12,674           12,674           12,674          12,674           12,674
Marketable securities - Equities                                         14,365           39,696            67,573          104,588          155,650          567,287        2,218,551        2,780,285
Other investments                                                        15,970           15,979            15,990           15,345           14,018            4,829             387              388
Closely held business 1                                              1,735,964         1,780,097         1,833,499        1,888,504        1,945,160         2,322,622       3,618,570        3,954,109
Retirement plans/IRAs                                                       -                 -                -                -                 -                -           85,109           99,098
Investment real estate                                                   16,300           16,852            17,526           18,227           18,956           23,986          43,197           48,591
                                                 2
Interest Payments from Pizza Distributors Note                         359,759           359,759           359,759          344,777          314,213          103,373              -                -
Client earned income 3                                205,980          205,980           210,100           214,302          218,588          222,959          147,699              -                -
Spouse earned income 3                                205,980          205,980           210,100           214,302          218,588          222,959          147,699              -                -
Director's Fees                                                          13,500           13,770            14,045           14,326           14,613           16,456          22,148           23,504
Gross income                                                    $    2,580,492    $    2,659,026   $     2,749,670   $    2,835,617   $    2,921,202     $   3,346,626   $   6,000,636   $    6,918,649
1
    We assume in this illustration that Ferris and Beatrice receive 100% of the S Corporations' taxable distributions.
2
    Note payments are interest only for the first 30 months. In the middle of 2013, they begin receiving interest and principal payments for 10 years.
3
    Beginning in 2021, we assume that Ferris & Beatrice begin taking a 40% reduction in salary. Then in 2031, we assume they retire.




                                                                                                                                                                                             Page 53
INCOME TAX PROJECTIONS - EXISTING PLAN


YEAR                                  Current           2011            2012            2013             2014             2015             2021             2036             2039
Income tax Estimation
Adjusted gross income:
Dividend income (marketable sec.)                     14,365          39,696          67,573          104,588          155,650          567,287         2,218,551        2,780,285
Earned and other income                             2,566,127       2,619,330       2,682,097        2,731,029        2,765,552        2,779,339        3,782,085        4,138,364
 Adjusted gross income                              2,580,492       2,659,026       2,749,670        2,835,617        2,921,202        3,346,626        6,000,636        6,918,649


Deductions
Real estate tax                        35,044         35,044          35,745          36,460           37,189           37,933           42,718           57,493            61,012
State income taxes                                   154,830         159,542         164,980          170,137          175,272          200,798          360,038           415,119
Charitable gifts                       47,257         47,257          48,202          49,166           50,150           51,152           57,606           77,530            82,276
Charitable Deduction available                        47,257          48,202          49,166           50,150           51,152           57,606           77,530            82,276
Charitable Deduction allowed                          47,257          48,202          49,166           50,150           51,152           57,606           77,530            82,276
Total deductions                                     237,131         243,489         250,606          257,475          264,357          301,122          495,062           558,407
Reductions                                                -               -           (77,486)         (80,065)         (82,632)         (95,395)       (175,015)         (202,555)
Deductions allowed                                   237,131         243,489         173,120          177,411          181,725          205,727          320,047           355,851


Taxable income                                      2,343,361       2,415,538       2,576,550        2,658,206        2,739,477        3,140,899        5,680,590        6,562,797
Federal and State income tax                    $    942,004    $    966,912    $   1,149,361    $   1,186,854    $   1,224,172    $   1,408,661    $   2,573,619   $    2,978,054




                                                                                                                                                                        Page 54
CASH FLOW PROJECTIONS - EXISTING PLAN


YEAR                                                    Current               2011               2012               2013              2014                 2015            2021            2036             2039
Sources of income for Lifestyle
Principal Payments from Pizza Distributors Note 1                               -                  -             374,558           764,099           794,663           1,005,502             -                -
Consumable income (taxable)                                              2,580,492          2,659,026          2,749,670         2,835,617         2,921,202           3,346,626       6,000,636        6,918,649
Total income available for lifestyle                                     2,580,492          2,659,026          3,124,229         3,599,716         3,715,864           4,352,128       6,000,636        6,918,649


Uses of Cash
Living expenses                                                            600,000            612,000            624,240           636,725           649,459            731,397         984,364         1,044,615
Income tax                                                                 942,004            966,912          1,149,361         1,186,854         1,224,172           1,408,661       2,573,619        2,978,054
Cash gifts to ILIT                                                          78,690             78,690             78,690            78,690                78,690         78,690          78,690           78,690
Gift taxes due                                                                  -                  -                  -                 -                    -               -           32,263           32,263
Cash gifts to family                                                        52,000             52,000             52,000            52,000                52,000         52,000          52,000           52,000
Cash gifts to charity                                                       47,257             48,202             49,166            50,150                51,152         57,606          77,530           82,276
Total uses of cash                                                       1,719,951          1,757,804          1,953,457         2,004,418         2,055,474           2,328,353       3,798,465        4,267,897


Surplus                                                            $       860,540    $       901,222    $     1,170,771   $     1,595,298    $    1,660,391       $   2,023,775   $   2,202,171   $    2,650,752
1
    Note payments are interest only for the first 30 months. In the middle of 2013, they begin receiving interest and principal payments for 10 years.


In the event that there is a cash flow surplus, the surplus is added to the marketable securities row on the "Asset Value Projections" 3 pages earlier.
If there is a cash flow shortage (spending or gifting capital) then the shortage is treated as a reduction in marketable
securities row on the "Asset Value Projections" 3 pages earlier.




                                                                                                                                                                                                       Page 55
FIRST ESTATE TAX ESTIMATION AND DISTRIBUTION - EXISTING PLAN


YEAR                                                 Current                  2011             2012               2013               2014               2015               2021               2036                2039
Tax calculation on Ferris's death
Combined net worth                                49,957,648          51,886,036         54,125,048         56,348,092         58,712,179         61,242,454         80,514,099         171,226,658        200,414,813
Ferris's estimated estate                         29,289,792          30,420,391         31,733,107         33,036,461         34,422,507         35,905,989         47,204,809         100,388,897        117,501,692
Total gross estate                                29,289,792          30,420,391         31,733,107         33,036,461         34,422,507         35,905,989         47,204,809         100,388,897        117,501,692
Settlement expenses                                  (171,449)          (177,102)          (183,666)          (190,182)          (197,113)          (204,530)          (261,024)           (526,944)           (612,508)
Joint, personal and IRA to Beatrice                (1,969,818)         (2,053,349)        (2,152,330)        (2,252,692)        (2,359,610)        (2,474,035)        (3,346,793)        (6,542,547)         (7,470,162)
Insurance passing to Beatrice                         (20,000)            (20,000)           (20,000)           (20,000)           (20,000)           (20,000)           (20,000)           (20,000)            (20,000)
Outright or in trust to Beatrice                  (22,246,326)        (23,287,741)       (24,534,257)       (29,770,078)       (31,081,621)       (32,482,604)       (43,088,243)       (93,299,406)       (109,399,022)
Taxable estate                                      4,882,199          4,882,199          4,842,854            803,509            764,164            724,819            488,749                 -                   -
Plus Ferris's lifetime taxable gifts                  117,801            117,801            157,146            196,491            235,836            275,181            511,251           1,101,426           1,219,461
Tax base                                            5,000,000          5,000,000          5,000,000          1,000,000          1,000,000          1,000,000          1,000,000           1,101,426           1,219,461
Federal Estate Tax                                        -                    -                 -                  -                  -                  -                  -                  -                   -


Distribution of Ferris's estate
Settlement expenses                                   171,449            177,102            183,666            190,182            197,113            204,530            261,024            526,944             612,508
To family trust                                     4,882,199          4,882,199          4,842,854            803,509            764,164            724,819            488,749                 -                   -
Joint, personal and IRA to Beatrice                 1,969,818          2,053,349          2,152,330          2,252,692          2,359,610          2,474,035          3,346,793           6,542,547           7,470,162
Insurance passing to Beatrice                          20,000             20,000             20,000             20,000             20,000             20,000             20,000              20,000             20,000
Outright or in trust to Beatrice                  22,246,326          23,287,741         24,534,257         29,770,078         31,081,621         32,482,604         43,088,243          93,299,406        109,399,022
Total                                         $   29,289,792     $    30,420,391     $   31,733,107     $   33,036,461     $   34,422,507     $   35,905,989     $   47,204,809     $   100,388,897    $   117,501,692


Assumptions
We assume that Ferris dies first, followed immediately by Beatrice.
Taxes under "Distribution of First Estate" include estate and income taxes.




                                                                                                                                                                                                           Page 56
SECOND ESTATE TAX ESTIMATION AND DISTRIBUTION - EXISTING PLAN


YEAR                                                Current                2011              2012              2013              2014              2015              2021               2036               2039
Tax Calculation on Beatrice's death
Beatrice's assets                                 20,667,856          21,465,644        22,391,941        23,311,631        24,289,671        25,336,465        33,309,290         70,837,761         82,913,121
Plus assets from Ferris's estate                  24,236,144          25,361,090        26,706,588        32,042,770        33,461,231        34,976,640        46,455,036         99,861,953        116,889,184
Beatrice's estimated estate                       44,904,000          46,826,735        49,098,528        55,354,400        57,750,902        60,313,105        79,764,326        170,699,714        199,802,304
Settlement expenses                                 (474,040)           (493,267)         (515,985)         (578,544)         (602,509)         (628,131)         (822,643)        (1,731,997)        (2,023,023)
Beatrice's taxable estate                         44,429,960          46,333,467        48,582,543        54,775,856        57,148,393        59,684,974        78,941,683        168,967,716        197,779,281
Plus Beatrice's lifetime taxable gifts               117,799            117,799           157,144           196,489           235,834           275,179           511,249           1,101,424          1,219,459
Tax base                                          44,547,759          46,451,266        48,739,687        54,972,345        57,384,227        59,960,153        79,452,932        170,069,140        198,998,740


Federal Estate Tax                                13,841,716          14,507,943        15,308,891        29,888,990        31,215,525        32,632,284        43,353,312         93,150,643        109,013,529
Tax on IRD                                            13,000             14,538            16,465            12,827            14,355            15,990            28,503              94,472           117,758
Total Estate Tax Due                              13,854,716          14,522,481        15,325,356        29,901,817        31,229,880        32,648,274        43,381,815         93,245,115        109,131,287


Distribution of Beatrice's estate
Settlement expenses                                  474,040            493,267           515,985           578,544           602,509           628,131           822,643           1,731,997          2,023,023
Taxes                                             13,854,716          14,522,481        15,325,356        29,901,817        31,229,880        32,648,274        43,381,815         93,245,115        109,131,287
Qualified plan to heirs                              451,671            478,386           511,873           547,704           586,043           627,066           941,057           1,289,467          1,276,939
Residual estate to heirs                          30,123,573          31,332,600        32,745,314        24,326,335        25,332,470        26,409,634        34,618,810         74,433,134         87,371,056
Total                                        $    44,904,000    $     46,826,735    $   49,098,528    $   55,354,400    $   57,750,902    $   60,313,105    $   79,764,326    $   170,699,714    $   199,802,304


Assumptions
We assume that Ferris dies first, followed immediately by Beatrice.
Taxes under "Distribution of Second Estate" include estate and income taxes.




                                                                                                                                                                                                     Page 57
SUMMARY OF BENEFITS TO FAMILY - EXISTING PLAN


YEAR                          Current             2011             2012             2013             2014             2015             2021             2036         2039
Benefits to Family
Family trust                 4,882,199        4,882,199        4,842,854         803,509          764,164          724,819          488,749               -                 -
Residual estate             30,123,573       31,332,600       32,745,314       24,326,335       25,332,470       26,409,634       34,618,810       74,433,134       87,371,056
Qualified plan assets         451,671          478,386          511,873          547,704          586,043          627,066          941,057         1,289,467        1,276,939
Proceeds from ILIT           8,000,000        8,000,000        8,000,000        8,000,000        8,000,000        8,000,000        8,000,000        8,000,000        8,000,000
Total assets to heirs   $   43,457,443   $   44,693,185   $   46,100,041   $   33,677,548   $   34,682,677   $   35,761,519   $   44,048,616   $   83,722,601   $   96,647,995




                                                                                                                                                                    Page 58
DETAILS OF FERRIS'S QUALIFIED PLAN - EXISTING PLAN


YEAR                            Current     2011      2012      2013      2014      2015      2021        2036     2039
Ferris's Qualified Plans
Ferris's Age                                  60        61        62        63        64        70          85             88
Beatrice's Age                                58        59        60        61        62        68          83             86
Minimum distribution factor                  36.8      35.8      34.9      33.9      33.0      27.4        14.8           12.7
Plan contributions                            -         -         -         -         -         -           -             -
Plan balance                    364,818   386,396   413,443   442,384   473,351   506,486   760,099   1,014,989    1,000,540
Minimum distribution                          -         -         -         -         -         -       68,414        79,477
Preferred distribution                        -         -         -         -         -         -           -             -
Actual distribution                           -         -         -         -         -         -       68,414        79,477




                                                                                                                  Page 59
DETAILS OF BEATRICE'S QUALIFIED PLAN - EXISTING PLAN


YEAR                            Current    2011     2012      2013      2014      2015      2021      2036     2039
Beatrice's Qualified Plans
Beatrice's Age                               58       59        60        61        62        68        83             86
Ferris's Age                                 60       61        62        63        64        70        85             88
Minimum distribution factor                 38.7     37.8      36.8      35.8      34.9      29.2      16.3           14.1
Plan contributions                           -        -         -         -         -         -         -             -
Plan balance                     86,853   91,990   98,429   105,319   112,692   120,580   180,958   274,478      276,399
Minimum distribution                         -        -         -         -         -         -      16,695       19,621
Preferred distribution                       -        -         -         -         -         -         -             -
Actual distribution                          -        -         -         -         -         -      16,695       19,621




                                                                                                              Page 60
DETAILED FINANCIAL ANALYSIS
                                   FERRIS AND BEATRICE BUELLER




                 PROPOSED PLAN FINANCIALS



In the Proposed Plan Section you will find a balance sheet which reflects the repositioning of assets as set
out in the step by step roadmap in the proceeding section. You will also find detailed cash flow and asset
projection information on each of the proposed planning strategies.




                                                                                                               Page 61
NET WORTH STATEMENT AFTER PLAN IMPLEMENTATION
                                     FERRIS AND BEATRICE BUELLER

                                           FERRIS    BEATRICE       JOINT    TOTAL     YIELD   GROWTH
CASH AND EQUIVALENTS
    Cash                                       -            -      500,000   500,000    2.5%      0.0%
    Cash Value of Life Insurance            20,000          -          -      20,000    0.0%      0.0%
     Total of Cash and Equivalents          20,000          -      500,000   520,000    2.4%      0.0%


MARKETABLE SECURITIES - EQUITIES
    Stocks                                     -            -      500,000   500,000    2.9%      5.0%
     Total of Equities                         -            -      500,000   500,000    2.9%      5.0%


ANNUITIES/DEFERRED COMPENSATION
    Deferred Comp Plan                         -        100,000        -     100,000              7.0%
     Total of Annuities                        -        100,000        -     100,000    0.0%      7.0%




                                                                                                  Page 62
REVISED NET WORTH STATEMENT (Page 2)
                                          FERRIS AND BEATRICE BUELLER

                                                FERRIS     BEATRICE     JOINT    TOTAL      YIELD   GROWTH
OTHER INVESTMENTS
   Hedge Fund                                   125,000          -        -      125,000    12.8%      5.0%
   Note to Pizza Distributors                  8,993,971         -        -     8,993,971    0.0%      0.0%
    Total of Other Investments                 9,118,971         -        -     9,118,971    0.2%      0.1%


RETIREMENT PLANS/IRAs
   401(k)                                       250,000          -               250,000     0.0%      7.0%
   IRA                                          114,818          -               114,818     0.0%      7.0%
   IRA                                               -        86,853              86,853     0.0%      7.0%
    Total Retirement Plans                      364,818       86,853             451,671     0.0%      7.0%




                                                                                                       Page 63
REVISED NET WORTH STATEMENT (Page 3)
                                             FERRIS AND BEATRICE BUELLER

                                                   FERRIS     BEATRICE       JOINT        TOTAL     YIELD   GROWTH
INVESTMENT REAL ESTATE

   39 Kansas Rd.                                        -       150,000          -       150,000     2.6%      4.0%
   37 Kansas Rd.                                   120,000           -           -       120,000    10.4%      4.0%
   60 Acre Farm                                         -       300,000          -       300,000     0.0%      4.0%
   25 Kansas Rd.                                   150,000           -           -       150,000     0.0%      4.0%
   21 Kansas Rd.                                        -            -       10,000       10,000     0.0%      4.0%
   7 Lake St.                                      600,000           -           -       600,000     0.0%      4.0%
   8 Lake St.                                           -       865,000          -       865,000     0.0%      4.0%
   35 Kansas Rd.                                        -       100,000          -       100,000     0.0%      4.0%
   40 Kansas Rd.                                        -       150,000          -       150,000     0.0%      4.0%
    Total of Real Estate Holdings                  870,000     1,565,000     10,000     2,445,000    0.7%      4.0%


RESIDENTIAL REAL ESTATE
   123 Main                                             -            -     1,800,000    1,800,000    0.0%      3.0%
    Total of Personal Residences                        -            -     1,800,000    1,800,000    0.0%      3.0%


PERSONAL PROPERTY
   Personal Property                                    -            -      350,000      350,000     0.0%      0.0%
   Antiques                                             -            -       50,000       50,000     0.0%      0.0%
    Total of Personal Property                          -            -      400,000      400,000     0.0%      0.0%


OTHER STRATEGY ASSETS
   GDOT Note                                     10,330,607   10,330,607         -     20,661,214   4.15%
   Total of Other Strategy Assets                10,330,607   10,330,607         -     20,661,214   4.15%


NET WORTH                                        20,704,396   12,082,460   3,210,000   35,996,856


                                                                                                               Page 64
FINANCIAL ANALYSIS - PROPOSED PLA                         ASSET VALUE PROJECTIONS - PROPOSED PLAN



YEAR                                                   Current                   2011               2012                2013               2014            2015             2021             2036              2039
Asset Values
Cash and cash equivalents                                 520,000             520,000            520,000             520,000           520,000          520,000          520,000          520,000           520,000
Marketable securities - Equities                          500,000             559,696            817,901            1,324,637        2,210,266         3,129,914        9,235,640       13,177,123         7,654,939
Annuities                                                 100,000             105,915            113,329             121,262           129,750          138,833          208,350          574,845           704,209
Other investments 1                                     9,118,971           9,124,279          9,130,533            8,762,232        8,004,139         7,214,962        1,753,895         221,375           221,831
Retirement plans/IRAs                                     451,671             478,386            511,873             547,704           586,043          627,066          941,057         1,289,467         1,276,939
Investment real estate                                  2,445,000           2,527,816          2,628,929            2,734,086        2,843,450         2,957,188        3,741,786        6,738,745         7,580,172
Personal residences                                     1,800,000           1,845,761          1,901,133            1,958,167        2,016,912         2,077,420        2,480,548        3,864,613         4,222,967
Personal property                                         400,000             400,000            400,000             400,000           400,000          400,000          400,000          400,000           400,000
                              2
Note from children's GDOT                              20,661,214         20,661,214         20,661,214          20,661,214         20,661,214        20,661,214       20,661,214        8,661,214         8,661,214
Total assets in estate                                 35,996,856         36,223,066         36,684,912          37,029,303         37,371,774        37,726,597       39,942,491       35,447,381        31,242,270
Combined net worth                                 $   35,996,856     $   36,223,066     $   36,684,912     $    37,029,303     $   37,371,774    $   37,726,597   $   39,942,491   $   35,447,381   $    31,242,270
1
    Decreased each year beginning in 2013 per amortization schedule for the Pizza Distributors Note.
2
    Principal payment from GDOT note is paid in 2036 with accumulated liquid assets of the GDOT.


In the event that there is a cash flow surplus, the surplus is added to the marketable securities row by default.
If there is a cash flow shortage (because of spending or gifting capital) then the shortage is treated as a reduction in marketable securities.




                                                                                                                                                                                                         Page 65
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Bueller Family Wealth Goal Achiever - InKnowVision Advanced Estate Planning

  • 1. InKnowVision’s Monthly HNW Webinar Series Case Study Webinar ©2012. InKnowVision LLC. All rights reserved. www.inknowvision.com
  • 2. FAMILY WEALTH GOAL ACHIEVER™ - INITIAL PREPARED FOR: FERRIS AND BEATRICE BUELLER February 24, 2011 PRESENTED BY InKnowVision, LLC 715 Enterprise Drive Oak Brook, IL 60523 Scott@ikvllc.com Phone: 630-596-5090 Copyright 2011 InKnowVision, LLC
  • 3. YOUR GOALS AND OBJECTIVES FERRIS AND BEATRICE BUELLER Maintain our customary lifestyle. This should take about $600,000 annually after taxes and gifts. Provide for the financial security of the surviving spouse. Maintain adequate liquidity for emergencies and investment opportunities. We prefer to keep at least $1,000,000 in cash and readily marketable securities. Assure we have sufficient liquid assets available at our deaths to eliminate the forced liquidation of our business or real estate assets. Maximize the inheritance that we leave for our children and grandchildren. Reduce or eliminate our liability from Mid-Level Care. Provide a succession plan that will allow for a smooth transition to bring our daughters into Mid-Level Care. Provide a succession plan that will allow for a smooth transition to bring our daughters into Pizza Distributors. Provide a strategic methodology for current and future charitable giving. Reduce income taxes. Eliminate or reduce estate taxes. Page 2
  • 4. FAMILY INFORMATION FERRIS AND BEATRICE BUELLER CLIENTS Ferris Bueller Date of Birth August 5, 1951 Beatrice Bueller Date of Birth February 6, 1953 123 Main CHILDREN CHILD'S NAME DATE OF BIRTH SPOUSE'S NAME Jenny Bueller - Jones May 18, 1983 Davey Jones Megan Bueller April 27, 1986 Page 3
  • 5. PERIODIC TABLE OF ESTATE PLANNING ELEMENTS - CONSIDERED FERRIS AND BEATRICE BUELLER In our planning process, we start with the universe of available planning tools. While this universe is constantly changing, the following chart outlines many of the available tools. We examine each of these strategies and discard those that are not suitable for meeting your goals and objectives. Charitable Family Limited Grantor Retained Charitable Lead Remainder Uni- 412(i) Private Annuity SCIN Partnership Annuity Trust Annuity Trust Trust Sale for Installment Series Limited GDOT Owned Life Family LLC TCLAT Loan to GDOT Flip CRT Note Liability Company Insurance Preferred Limited GDOT Distributions Corporate Premium Finance 529 Plans Gifting ILIT partnership for ILIT Premiums Recapitalization Charitable Life Walton GRAT Private Foundations NIMCRUT Annuity Withdrawal Asset Protection SPIA/Life Arbitrage Estate Revocable Living SPIA/Life in a Principal Protected International Trusts, DPAs and Crummey Powers Dynasty Trust GDOT CLAT Notes VUL POAs Supporting IRA/Annuity to Business Risk Gift Annuity Remainder Sales Life Estates LLC/CRTs Organizations Charity Management Charitable Defined Benefit Qualified Plan Bargain Sales Succession Planning Risk Management Remainder Annuity ESOP Planning Plans Limited Partnership Trust Page 4
  • 6. PLAN ASSUMPTIONS FERRIS AND BEATRICE BUELLER The plan is based on numerous assumptions. Important among these are the yield and growth assumptions contained on the balance sheet in the Financial Analysis section. Other important assumptions are contained on this Plan Assumptions page. Tax Rate Assumptions State Income Tax Rate 6% State Inheritance - Estate Tax No state estate tax 7520 Rates Highest rate 2.8% February, 2011 Current rate 2.8% February, 2011 Lowest rate 1.8% December, 2010 Long Term AFR Rate 4.2% February, 2011 Annual increase in Ferris's earned income 2% Number of years Ferris's income is expected to continue 10 Annual increase in Beatrice's earned income 0% Number of years Beatrice's income is expected to continue 10 Lifestyle Need Assumptions Net annual outlay for Ferris and Beatrice's lifestyle needs, not including gifts or income taxes $600,000 Annual cost of living increase used in the plan 2% Settlement and Administrative Expenses Fixed estate settlement costs $25,000 Variable estate settlement costs, 1st death 0.50% (of assets) Variable estate settlement costs, 2nd death 1.00% (of assets) Page 5
  • 7. COMPARISON OF PLAN RESULTS - PLAN YEAR 2011 FERRIS AND BEATRICE BUELLER Existing Plan Proposed Plan Advantage Estate Value $ 51,886,036 $ 36,223,066 Heirs Receive Immediately $ 44,693,185 $ 60,746,885 $ 16,053,699 Heirs Receive from Deferred Inheritance $ - $ 32,375,661 $ 32,375,661 Total Benefits to Family $ 44,693,185 $ 93,122,546 $ 48,429,361 Family Charity $ - $ 27,739,960 $ 27,739,960 Estate and Income Tax $ 14,522,481 $ - $ 14,522,481 This chart assumes that you both die in 2011 and compares the results of the current plan with the proposed plan. Page 6
  • 8. PROPOSED PLAN RESULTS - PLAN YEAR 2011 FERRIS AND BEATRICE BUELLER ESTATE OF FERRIS AND Date: December 31, 2011 BEATRICE BUELLER 1st National Bank ● Goal - Maximize Inheritance Pay to the Our Heirs $93,122,546 order of Ninety Three Million One Hundred Twenty Two Thousand Five Hundred Forty Six Dollars and No Cents Dollars Memo Inheritance ESTATE OF FERRIS AND December 31, 2011 Date: BEATRICE BUELLER 1st National Bank Goal - Reduce Estate Taxes Pay to the order of Internal Revenue Service $0,000 No Dollars and No Cents Dollars Memo Estate and Income Taxes ESTATE OF FERRIS AND December 31, 2011 Date: BEATRICE BUELLER 1st National Bank Goal - Gift to Pay to the Charity $27,739,960 order of Charity Twenty Seven Million Seven Hundred Thirty Nine Thousand Nine Hundred Sixty Dollars and No Cents Dollars Memo Family Charities Page 7
  • 9. PROPOSED PLAN RESULTS - PLAN YEAR 2039 FERRIS AND BEATRICE BUELLER ESTATE OF FERRIS AND Date: December 31, 2039 BEATRICE BUELLER 1st National Bank ● Goal - Maximize Pay to the Our Heirs $252,700,834 Inheritance order of Two Hundred Fifty Two Million Seven Hundred Thousand Eight Hundred Thirty Four Dollars and No Cents Dollars Memo Inheritance ESTATE OF FERRIS AND Date: December 31, 2039 BEATRICE BUELLER 1st National Bank Goal - Reduce Estate Taxes Pay to the order of Internal Revenue Service $0,000 No Dollars and No Cents Dollars Memo Estate and Income Taxes ESTATE OF FERRIS AND Date: December 31, 2039 BEATRICE BUELLER 1st National Bank Goal - Gift Pay to the Charity $30,784,252 to Charity order of Thirty Million Seven Hundred Eighty Four Thousand Two Hundred Fifty Two Dollars and No Cents Dollars Memo Family Charities Page 8
  • 10. INTRODUCTION TO THE PLAN STRATEGIES ROADMAP FERRIS AND BEATRICE BUELLER The following section of the plan contains a step by step roadmap for each of the strategies that we are recommending. You will notice that the strategies are often interdependent; that is, in order for one strategy to be successful, you must complete another strategy as well. It is the integration of each of these strategies that allows you to most efficiently accomplish your goals. Also keep in mind that there is often more than one way to get from point A to point B. This is true in wealth transfer planning. If a particular strategy or combination of strategies is not acceptable to you, we may be able to reach the desired result in a less efficient but perhaps more acceptable way. The following pages are a conceptual road map only, there are numerous details contained in each strategy that are not detailed in the overall plan that follows. Page 9
  • 11. CORPORATE RE-CAPITALIZATION FERRIS AND BEATRICE BUELLER Ferris and Beatrice recapitalize the existing corporate shares into voting and non-voting shares. Businesses To Be Recapitalized Mid-Level Care Corporation (100 sh) 11,122,006 Pizza Distributors Co., Inc (20,000 sh) ** 23,500,000 Total 34,622,006 ** We believe Pizza Distributors has already been recapitalized but will need to be reappraised. Page 10
  • 12. HAVE THE NON-VOTING SHARES APPRAISED FERRIS AND BEATRICE BUELLER Ferris and Beatrice hire an appraiser to value the non-voting shares. The appraiser will value the shares taking all of the following into account: ▪ Liquidity of the shares ▪ Transferability of the shares ▪ Degree of control that accompanies ownership of the shares ▪ The assets owned by the corporations Appraisal Valuation adjustment assumed t be 35% d to b The assumed value of the non-voting stock is for illustration purposes only. Note: Business appraisal is not an exact science. The IRS does not like valuation adjustments. A well regarded appraiser should be retained to value the interests being sold. Page 11
  • 13. CREATE GRANTOR DEEMED OWNER TRUSTS FERRIS AND BEATRICE BUELLER Ferris and Beatrice create individual grantor deemed owner trusts (GDOT). Page 12
  • 14. GIFT TO GRANTOR DEEMED OWNER TRUST FERRIS AND BEATRICE BUELLER Ferris and Beatrice each make a gift of $921,545 to their individual GDOT. This gift is designed to give each trust economic substance. $921,545 $921,545 Page 13
  • 15. BENEFICIARIES GUARANTEE GDOT OBLIGATION FERRIS AND BEATRICE BUELLER The heirs guarantee a portion of the obligation of both GDOTs. Installment note Beneficiaries of th GDOT ( others) B fi i i f the (or th ) guarantee a portion of the GDOT obligation. Page 14
  • 16. SELL NON-VOTING SHARES TO EACH GDOT FERRIS AND BEATRICE BUELLER Ferris and Beatrice sell their non-voting stock to their individual GDOTs for an installment note. Sell their combined non-voting stock worth $22,504,304 Cash or securities of $1,843,090 and an installment note worth $20,661,214 that provides annual payments of $857,440 The sale price is based on the assumed value of the assets sold. *Note payments are interest only at 4.15%. Goals Accomplished: - Reduce or eliminate our liability from Mid-Level Care. - Provide a succession plan that will allow for a smooth transition to bring our daughters into Mid-Level Care. - Provide a succession plan that will allow for a smooth transition to bring our daughters into Pizza Distributors. - Maximize the inheritance that we leave for our children and grandchildren. - Reduce estate tax liability. - Avoid Capital Gains tax on the transfer. Page 15
  • 17. LOAN TO GDOT FERRIS AND BEATRICE BUELLER Ferris and Beatrice loan $1,000,000 to the GDOTs in year one to create adequate cash flow. Loan $1,000,000 of cash to the GDOTs Annual principal and interest payments of $135,868 *Note payments are amortized over 10 years at 6%. Page 16
  • 18. PURCHASE LIFE INSURANCE IN THE GDOT FERRIS AND BEATRICE BUELLER The GDOT Trustees purchase second-to-die life insurance with the assets of the two GDOTs. Premium Payment Details Premium in the amount of $827,670 is paid in the first year with assets of the GDOTs. No premium payments are made for 9 years, then beginning in year 11, premiums in the amount of $388,260 are paid annually thereafter. The premium is based on certain assumptions. This is for illustration purposes only. Actual insurance numbers can only be determined by applying for insurance. Goals Accomplished: - Assure we have sufficient liquid assets available at our deaths to eliminate the forced liquidation of our business or real estate assets. - Maximize the inheritance that we leave for our children and grandchildren. Page 17
  • 19. WHY USE A ONE PAY WITH CATCH UP STRUCTURE FOR PREMIUMS FERRIS AND BEATRICE BUELLER Reasons to use a one pay with catch up: 1. Allows you to wait and see what will happen with the estate tax. 2. You may decide to keep all of the death benefit or you might keep the policy but reduce the death benefit. Clients in their late 70s and 80's can consider selling the policy if they decide they do not want to keep it. 3. Better economics. Allows you to keep the “unpaid” premium dollars and invest as you normally would. You will usually be better off than with level premiums. 4. Relatively small commitment compared to death benefit. Usually less than the equivalent of two normal premiums. 5. Works nicely with a TCLAT. Allows you to zero out the tax and give money to your kids. Keep in mind that your kids could be in their 70s or 80s before they inherit any money from the TCLAT. 6. Policy is guaranteed (if required first year and catch up premiums are paid). 7. People often lose guarantees because they pay premiums late. Because there are no premiums to pay until the catch-up premiums begin, there is no need to worry about losing guarantees during this time period. 8. Less administration and headache. Because you pay only one premium now, you only need to send Crummey notices this year. Then none until premiums start up again. Page 18
  • 20. COMPANY INSURES RISKS - CREATES DEDUCTION FERRIS AND BEATRICE BUELLER GDOT Trustees create a captive insurance company. The captive is formed to insure currently insured and uninsured risks of Mid-Level Care Corporation and/or Pizza Distributors. Risk Coverage The captive will be a pure captive and owned by a trust for your benefit or for the benefit of your heirs (or both). The captive could be either a Domestic Captive or International Captive. Costs illustrated in this plan reflect a Domestic Captive. The decision as to which direction to follow can be made during the feasibility phase. NOTE: Prior to forming a Captive insurance company, there must be a feasibility study to determine insurable risk. In the event that there are no insurable risks, there are alternative planning strategies to consider relative to income tax savings. Page 19
  • 21. COMPANY INSURES RISKS - CREATES DEDUCTION FERRIS AND BEATRICE BUELLER The Captive Insurance Company insures various risks of loss. Pay annual premiums of $500,000 to cover risk of loss. Premiums for insurance that cover real risks are deductible. Risk Coverage Net premium of up to $1.2M is excludable from captive company income if proper tax election is made. Goals Accomplished: - Maximize the inheritance we leave for our children and grandchilren. - Reduce income taxes. - Assure our financial independence during retirement. Page 20
  • 22. EXISTING IRREVOCABLE LIFE INSURANCE TRUST FERRIS AND BEATRICE BUELLER Annual premium payments of $78,690 are distributed from the GDOTs. Premium Payment Details Premium in the amount of $0,000 is paid in the first year with assets of the ILIT. No premium payments are made for 9 years, then beginning in year 10, premiums in the amount of $0,000 are paid annually thereafter. Page 21
  • 23. LEAVE YOUR IRA & ANNUITIES TO CHARITY FERRIS AND BEATRICE BUELLER At the 2nd death, leave your IRA and annuities to charity. $584,300 Advantages No estate tax No income in respect of a decedent tax Most efficient assets to satisfy charitable intent Page 22
  • 24. TESTAM TESTAMENTARY CHARITABLE LEAD ANNUITY TRUST (Part I) - 2011 FERRIS AND BEATRICE BUELLER Include language in your trust or Will that creates a testamentary charitable lead trust (TCLAT) at the second death. TCLAT Assumptions Asset growth rate 8.00% TCLAT payout rate 5.02% Present value discount rate 4.00% Assumed date of death 2011 Page 23
  • 25. TESTAMENTARY CHARITABLE LEAD ANNUITY TRUST (Part II) - 2011 FERRIS AND BEATRICE BUELLER At the end of the TCLAT term, your heirs will receive all of the remaining trust assets. Goals Accomplished: - Eliminate or reduce estate taxes. - Maximize the transfer to our heirs. - Continue a structured giving program even after our deaths. Page 24
  • 26. PERIODIC TABLE OF ESTATE PLANNING ELEMENTS - RECOMMENDED FERRIS AND BEATRICE BUELLER The highlighted tools are those we have determined are most suited to achieving your goals and objectives. Charitable Family Limited Grantor Retained Charitable Lead Remainder Uni- 412(i) Private Annuity SCIN Partnership Annuity Trust Annuity Trust Trust Sale for Installment Series Limited GDOT Owned Life Family LLC TCLAT Loan to GDOT Flip CRT Note Liability Company Insurance Preferred Limited GDOT Distributions Corporate Premium Finance 529 Plans Gifting ILIT partnership for ILIT Premiums Recapitalization Charitable Life Walton GRAT Private Foundations NIMCRUT Annuity Withdrawal Asset Protection SPIA/Life Arbitrage Estate Revocable Living bl i i SPIA/Life in a Principal Protected International Trusts, DPAs and Crummey Powers Dynasty Trust GDOT CLAT Notes VUL POAs Supporting IRA/Annuity to Business Risk Gift Annuity Remainder Sales Life Estates LLC/CRTs Organizations Charity Management Charitable Defined Benefit Qualified Plan Bargain Sales Succession Planning Risk Management Remainder Annuity ESOP Planning Plans Limited Partnership Trust Green equals a new Blue equals a social Yellow equals an planning tool for capital or charitable existing planning family tool tool Page 25
  • 27. ESTATE PLAN OVERVIEW AND ESTATE DISTRIBUTION - 2011 FERRIS AND BEATRICE BUELLER Gift IRA & Annuity to Charity at the 2nd death NET WORTH Recap Corporations IRA TO CHARITY 36,223,066 CORP RECAP Voting and non-voting 478,386 shares 22,504,304 Sell non-voting shares to GDOT GDOT purchases life insurance GDOT Installment Note Owns non-voting EXISTING ILITs CAPTIVE INS Seed Gift shares LIFE INSURANCE Annual premium 8,000,000 GDOT pays annual premium to Captive Insurance Company accumulation 30,000,000 Annual GDOT distributions for existing ILIT premiums First Death FAMILY TRUST / BEATRICE MARITAL TRUST / BEATRICE BEATRICE ADMIN 4,000,000 16 290 862 16,290,862 2,001,482 2 001 482 137,248 Second Death TCLAT ADMIN HEIRS 27,155,660 345,858 93,122,546 Heirs From TCLAT FAMILY CHARITY 27,739,960 Page26
  • 28. YOUR GOALS ACCOMPLISHED WITH FULL PLAN IMPLEMENTATION FERRIS AND BEATRICE BUELLER The proposed plan allows you to retain sufficient cash flow to meet your lifestyle goal of $600,000 annually throughout your lifetime. Should one of you predecease the other, ample funds remain available to support the surviving spouse. Your liquidity needs for emergencies or investment opportunities are sastisfied. You never have less than $1,700,000 in cash and readily marketable securities. Full implementation of the proposed plan provides sufficient liquidity to preserve your business and real estate assets. Under the proposed plan your heirs could expect to receive $93,100,000 today and as much as $252,700,000 at your joint life expectancy. By selling the non-voting shares of Mid-Level Care and Pizza Distributors to GDOTs in return for an installment note, we're able to reduce our liability in Mid-Level Care while simultaneously providing our daughters with a succession plan into both Pizza Distributors as well as Mid-Level Care. Under the proposed plan charity could expect to receive $27,700,000 today and as much as $30,800,000 at your joint life expectancy. Income tax savings of the plan could be as much as $0,000 over 10 years. Estate taxes have been eliminated now and at joint life expectancy. Page 27
  • 29. FERRIS AND BEATRICE BUELLER LIFETIME SPENDING AND LIQUIDITY Page 28
  • 30. YOUR LIQUID ASSETS - PROPOSED PLAN FERRIS AND BEATRICE BUELLER $16,000,000 $14,000,000 $12,000,000 $10,000,000 'Annual Lifestyle' Goal $8,000,000 - 'Annual Liquidity' Goal Accomplished $6,000,000 Accomplished $4,000,000 $2,000,000 $- Liquid Assets Proposed Your Liquidity Goal Total Living Expenses Most of our clients want to know that they have sufficient income and liquid assets to pay their living expenses for the rest of their lives. This chart assumes full implementation of the proposed plan and shows your liquid assets over your life expectancy compared with your goal for liquid assets on hand (inflated annually). Liquid assets include cash, stocks, bonds, annuities and qualified retirement accounts but do not include any other assets you might own such as promissory notes, businesses or real estate. Page 29
  • 31. YOUR LIQUIDITY - CURRENT PLAN FERRIS AND BEATRICE BUELLER $140,000,000 $120,000,000 $100,000,000 $80,000,000 - $60,000,000 $40,000,000 $20,000,000 $- Liquid Assets Current Illiquid Assets Current Estate Tax Due This review shows your projected estate tax due within nine months of the second of you to die versus the projected liquid and illiquid assets in your estate situation over the next 20 years under your existing plan. Page 30
  • 32. YOUR LIQUIDITY - PROPOSED PLAN FERRIS AND BEATRICE BUELLER $55,000,000 $50,000,000 $45,000,000 $40,000,000 $35,000,000 $30,000,000 - $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5 000 000 $5,000,000 $- Amount Needed to Fund the TCLAT Illiquid Assets Liquid Assets Proposed Liquid Assets Proposed - No Life Ins This review shows your projected illiquid assets and amount of liquid assets needed to fund the TCLAT versus your liquid assets under a fully implemented proposed plan and a proposed plan without new life insurance. Without the illustrated new life insurance there is some possiblity that your heirs will be left with mostly illiquid assets that are generally more difficult to manage and to divide equally among beneficiaries. If you complete the plan with a TCLAT, having liquid assets is important since TCLATs are most successfully funded with liquid assets. Page 31
  • 33. FERRIS AND BEATRICE BUELLER INCOME TAX SAVINGS Page 32
  • 34. COMPARISON OF INCOME TAX RESULTS - PLAN YEAR 2011 FERRIS AND BEATRICE BUELLER Existing Plan Proposed Plan Total Savings 2011 Estimated Income Tax $ 942,000 $ 742,000 $ 200,000 2012 Estimated Income Tax $ 967,000 $ 763,000 $ 204,000 2013 Estimated Income Tax $ 1,149,000 $ 905,000 $ 244,000 2014 Estimated Income Tax $ 1,187,000 $ 936,000 $ 251,000 2015 Estimated Income Tax $ 1,149,000 $ 967,000 $ 182,000 2016 Estimated Income Tax $ 1,187,000 $ 1,006,000 $ 181,000 2017 Estimated Income Tax $ 1,224,000 $ 1,040,000 $ 184,000 2018 Estimated Income Tax $ 1,264,000 $ 1,076,000 $ 188,000 2019 Estimated Income Tax $ 1,306,000 $ 1,114,000 $ 192,000 2020 Estimated Income Tax $ 1,350,000 $ 1,155,000 $ 195,000 10 Yr Savings Over Existing Plan $ 2,021,000 Page 33
  • 35. INCOME TAXES PAID - CURRENT PLAN vs. PROPOSED PLAN FERRIS AND BEATRICE BUELLER $1,600,000 $1,400,000 $1,200,000 - $1,000,000 $800,000 $600,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Existing Plan Captive Insurance This chart compares the amount of income taxes paid in the current plan as against the proposed plan. Page 34
  • 36. FERRIS AND BEATRICE BUELLER INCREASE INHERITANCE AND REDUCE ESTATE TAX Page 35
  • 37. COMPARISON OF PLAN RESULTS - PLAN YEAR 2011 FERRIS AND BEATRICE BUELLER CURRENT PLAN PROPOSED PLAN 0% 75% 77% 23% 25% 0% Heirs Estate Tax Charity Heirs Estate Tax Charity Heirs $44,693,185 Heirs $93,122,546 Estate Tax $14,522,481 Estate Tax $0 Charity $0 Charity $27,739,960 In the current plan, a portion of the benefit to heirs is qualified plan money. Withdrawals from these plans will be treated as ordinary income. Page 36
  • 38. COMPARISON OF PLAN RESULTS - PLAN YEAR 2039 FERRIS AND BEATRICE BUELLER Existing Plan Proposed Plan Advantage Estate Value $ 200,414,813 $ 31,242,270 Heirs Receive Immediately $ 96,647,995 $ 218,361,049 $ 121,713,054 Heirs Receive from Deferred Inheritance $ - $ 34,339,786 $ 34,339,786 Total Benefits to Family $ 96,647,995 $ 252,700,834 $ 156,052,840 Family Charity $ - $ 30,784,252 $ 30,784,252 Estate and Income Tax $ 109,131,287 $ - $ 109,131,287 Present Value of total to Heirs $42,242,592 $110,449,660 Discount rate for PV calculation 3.00% This chart assumes that you both die at life expectancy and compares the results of the current plan with the proposed plan. The present value of the total passing to heirs is our attempt to put inheritance into today's dollars to provide perspective. We are using an inflation rate of 3% to calculate the present value numbers. Page 37
  • 39. COMPARISON OF PLAN RESULTS - PLAN YEAR 2039 FERRIS AND BEATRICE BUELLER CURRENT PLAN PROPOSED PLAN 47% 0% 12% 88% 0% 53% Heirs Estate Tax Charity Heirs Estate Tax Charity Heirs $96,647,995 Heirs $218,361,049 Estate Tax $109,131,287 Estate Tax $0 Charity $0 Charity $30,784,252 In the current plan, a portion of the benefit to heirs is qualified plan money. Withdrawals from these plans will be treated as ordinary income. Page 38
  • 40. ASSETS PASSING TO YOUR FAMILY - CURRENT VS. PROPOSED FERRIS AND BEATRICE BUELLER $275,000,000 $250,000,000 'Estate Liquidity' Goal Accomplished $225,000,000 'Maximize Inheritance $200,000,000 to Heirs' Goal $175,000,000 Accomplished $150,000,000 - $125,000,000 $100,000,000 $75,000,000 $50,000,000 $25,000,000 Current Plan Proposed Plan Proposed Plan w/out Life Ins This chart compares the amount of your assets that will pass to heirs after estate taxes and costs of implementation in the current plan as against the proposed plan. Page 39
  • 41. FERRIS AND BEATRICE BUELLER INCREASE IN CHARITABLE GIVING Page 40
  • 42. COMPARISON OF CHARITY RESULTS - PLAN YEAR 2011 FERRIS AND BEATRICE BUELLER Existing Plan Proposed Plan Increase in Charity Charity Receives from TCLAT $ - $ 27,200,000 $ 27,200,000 Charitable gift of IRA/Annuity assets $ - $ 600,000 $ 600,000 Total to Family Charity $ - $ 27,700,000 $ 27,700,000 Page 41
  • 43. COMPARISON OF CHARITY RESULTS - PLAN YEAR 2039 FERRIS AND BEATRICE BUELLER Existing Plan Proposed Plan Increase in Charity Charity Receives from TCLAT $ - $ 28,800,000 $ 28,800,000 Charitable gift of IRA/Annuity assets $ - $ 2,000,000 $ 2,000,000 Total to Family Charity $ - $ 30,800,000 $ 30,800,000 Page 42
  • 44. GIFTING TO CHARITY - EXISTING PLAN VS. PROPOSED PLAN FERRIS AND BEATRICE BUELLER $44,000,000 'Provide for a Charitable Gift at Death' Goal $40,000,000 Accomplished $36,000,000 $32,000,000 $28,000,000 $24,000,000 - $20,000,000 $16,000,000 $12,000,000 $8,000,000 $4 000 000 $4,000,000 $- Current Plan Charity Proposed Plan Charity This chart compares the amount of your gifts to charity in the current plan as against the proposed plan. Page 43
  • 45. COST BENEFIT ANALYSIS FERRIS AND BEATRICE BUELLER All strategies have an element of risk; a chance that the program adopted does not work as planned. Estate planning strategies carry an element of risk as well. Many advisors warn their clients of risk but do not make an effort to quantify those risks. We have taken the position in our planning that if a risk is quantifiable, it should be identified as such and the cost of the risk should be disclosed to our client. When the risk is not quantifiable, this should also be disclosed. Any risk analysis begins with two questions: What is the reward to be gained by taking the risk? What is the cost of the potential loss if the plan fails totally? If you are satisfied that the reward is worth the risk and that the risk of loss is acceptable, it would then make sense to pursue the strategy. If the risk is such that you could not comfortably accept the loss, then the risk should not be taken. Is the reward worth the risk? The reward of the proposed plan results in an advantage to your heirs today of $48,429,361 over your existing plan. The reward of the proposed plan results in an advantage to your heirs at life expectancy of $156,052,840 over your existing plan. What if the Plan fails totally? There are 4 basic areas of potential risk involved in this comprehensive plan. We assume total failure of all planning techniques in order to provide a worst case analysis. Transaction costs Planning Fees 75,000 Attorneys Fees 125,000 Valuation Fees 15,000 Total $ 215,000 Annual Maintenance Fee $ 7,500 Taxes This represents the taxes that will have to be paid if the plan fails entirely. Note that this is the same amount that would be paid without the planning. Total additional tax over current plan = $0 Page 44
  • 46. COST BENEFIT ANALYSIS (Continued) Interest (cost of money) Interest is charged on late tax payments by the IRS at the rate of the applicable federal rate plus 3%. You must invest at a rate less than this rate to lose money. Assuming that assets earn in excess of that rate, there should be no risk of loss due to cost of money. Nonetheless, we assume that assets actually earn 2% less than the IRS interest rates, and the risk of loss would be $277,094. Penalties Assuming the plan is implemented with the help of knowledgeable advisors, the only potential penalty is for substantial undervaluation. The penalty comes into play in the case of a challenge to asset valuation. If the value reported for a transaction is less than 65% of the value as finally determined for tax purposes (by the IRS or the courts) then there is a 25% substantial undervaluation penalty. The valuation adjustment assumed in this plan is 35.00%. Therefore, an adjustment should not result in a substantial undervaluation penalty. Risk Analysis $160,000,000 $140,000,000 $120 000 000 $120,000,000 $100,000,000 $80,000,000 $60,000,000 $40,000,000 $20,000,000 $- Benefit to Heirs 2011 Benefit to Heirs 2039 Potential Loss (Total Failure) Page 45
  • 47. DETAILED FINANCIAL ANALYSIS FERRIS AND BEATRICE BUELLER INTRODUCTION The following section of the plan contains all of the financial analysis used to show you where you stand with your current plan and what is possible with the proposed plan. All of the numbers are based on information provided by you or gleaned from statements and tax returns. If numbers do not look correct, please let us know so that we can make appropriate changes. Assumed growth and yield numbers are all listed on the Net Worth pages contained in these sections. Page 46
  • 48. DETAILED FINANCIAL ANALYSIS FERRIS AND BEATRICE BUELLER CURRENT PLAN FINANCIALS In the Current Plan Section you will find a Net Worth Statement and a detailed cash flow and asset value projection analysis. Page 47
  • 49. CURRENT NET WORTH STATEMENT FERRIS AND BEATRICE BUELLER FERRIS BEATRICE JOINT TOTAL YIELD GROWTH CASH AND EQUIVALENTS Cash 500,000 500,000 2.5% 0.0% Cash Value of Life Insurance 20,000 - 20,000 0.0% 0.0% Total of Cash and Equivalents 20,000 - 500,000 520,000 2.4% 0.0% MARKETABLE SECURITIES - EQUITIES Stocks - 500,000 500,000 2.9% 5.0% Total of Equities - - 500,000 500,000 2.9% 5.0% ANNUITIES/DEFERRED COMPENSATION Deferred Comp Plan 100,000 - 100,000 7.0% Total of Annuities - 100,000 - 100,000 0.0% 7.0% Page 48
  • 50. CURRENT NET WORTH STATEMENT (Page 2) FERRIS AND BEATRICE BUELLER FERRIS BEATRICE JOINT TOTAL YIELD GROWTH OTHER INVESTMENTS Hedge Fund 125,000 - - 125,000 12.8% 5.0% Note to Pizza Distributors 8,993,971 - - 8,993,971 0.0% 0.0% Total of Other Investments 9,118,971 - - 9,118,971 0.2% 0.1% CLOSELY HELD BUSINESS Mid-Level Care Corporation (100 sh) 5,561,003 5,561,003 - 11,122,006 13.3% 3.0% Pizza Distributors Co., Inc (20,000 sh) 11,750,000 11,750,000 - 23,500,000 1.1% 3.0% Total Closely Held Business 17,311,003 17,311,003 - 34,622,006 5.0% 3.0% RETIREMENT PLANS/IRAs 401(k) 250,000 250,000 0.0% 7.0% IRA 114,818 114,818 0.0% 7.0% IRA 86,853 86,853 0.0% 7.0% Total Retirement Plans 364,818 86,853 451,671 0.0% 7.0% Page 49
  • 51. CURRENT NET WORTH STATEMENT (Page 3) FERRIS AND BEATRICE BUELLER FERRIS BEATRICE JOINT TOTAL YIELD GROWTH INVESTMENT REAL ESTATE 39 Kansas Rd. 150,000 - 150,000 2.6% 4.0% 37 Kansas Rd. 120,000 - 120,000 10.4% 4.0% 60 Acre Farm 300,000 - 300,000 0.0% 4.0% 25 Kansas Rd. 150,000 - 150,000 0.0% 4.0% 21 Kansas Rd. 10,000 10,000 0.0% 4.0% 7 Lake St. 600,000 - - 600,000 0.0% 4.0% 8 Lake St. - 865,000 - 865,000 0.0% 4.0% 35 Kansas Rd. 100,000 - 100,000 0.0% 4.0% 40 Kansas Rd. 150,000 - 150,000 0.0% 4.0% Total of Real Estate Holdings 870,000 1,565,000 10,000 2,445,000 0.7% 4.0% RESIDENTIAL REAL ESTATE 123 Main - - 1,800,000 1,800,000 0.0% 3.0% Total of Personal Residences - - 1,800,000 1,800,000 0.0% 3.0% PERSONAL PROPERTY Personal Property 350,000 350,000 0.0% 0.0% Antiques 50,000 50,000 0.0% 0.0% Total of Personal Property - - 400,000 400,000 0.0% 0.0% TOTAL ASSETS 27,684,792 19,062,856 3,210,000 49,957,648 TOTAL LIABILITIES - - - - NET WORTH 27,684,792 19,062,856 3,210,000 49,957,648 Page 50
  • 52. SCHEDULE OF LIFE INSURANCE BENEFITS - CURRENT PLAN FERRIS AND BEATRICE BUELLER COMPANY INSURED POLICY # BENEFICIARY PREMIUM CASH VALUE DEATH BENEFIT Policies owned by Ferris SPWL Jenny # Beatrice & Ferris - 10,000 10,000 SPWL Megan # Beatrice & Ferris - 10,000 10,000 Totals - 20,000 20,000 Policies owned by ILIT Pac Life Ferris # Ferris's ILIT 50,590 290,381 5,000,000 Pac Life Beatrice # Beatrice's ILIT 28,100 43,562 3,000,000 Totals 78,690 333,943 8,000,000 Page 51
  • 53. FINANCIAL ANALYSIS - EXISTING PL ASSET VALUE PROJECTIONS - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Asset Values Cash and cash equivalents 520,000 520,000 520,000 520,000 520,000 520,000 520,000 520,000 520,000 Marketable securities - Equities 500,000 1,381,695 2,352,001 3,640,373 5,417,689 7,348,964 22,756,496 83,283,923 104,262,265 Annuities 100,000 105,915 113,329 121,262 129,750 138,833 208,350 574,845 704,209 Other investments 1 9,118,971 9,124,279 9,130,533 8,762,232 8,004,139 7,214,962 1,753,895 221,375 221,831 Closely held business 34,622,006 35,502,184 36,567,250 37,664,267 38,794,195 39,958,021 47,711,967 74,333,690 81,226,430 Retirement plans/IRAs 451,671 478,386 511,873 547,704 586,043 627,066 941,057 1,289,467 1,276,939 Investment real estate 2,445,000 2,527,816 2,628,929 2,734,086 2,843,450 2,957,188 3,741,786 6,738,745 7,580,172 Personal residences 1,800,000 1,845,761 1,901,133 1,958,167 2,016,912 2,077,420 2,480,548 3,864,613 4,222,967 Personal property 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 Total assets in estate 49,957,648 51,886,036 54,125,048 56,348,092 58,712,179 61,242,454 80,514,099 171,226,658 200,414,813 Combined net worth $ 49,957,648 $ 51,886,036 $ 54,125,048 $ 56,348,092 $ 58,712,179 $ 61,242,454 $ 80,514,099 $ 171,226,658 $ 200,414,813 1 Decreased each year beginning in 2013 per amortization schedule for the Pizza Distributors Note. In the event that there is a cash flow surplus, the surplus is added to the marketable securities row by default. If there is a cash flow shortage (because of spending or gifting capital) then the shortage is treated as a reduction in marketable securities. Page 52
  • 54. TAXABLE INCOME PROJECTIONS - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Sources of taxable income Cash and cash equivalents 12,674 12,674 12,674 12,674 12,674 12,674 12,674 12,674 Marketable securities - Equities 14,365 39,696 67,573 104,588 155,650 567,287 2,218,551 2,780,285 Other investments 15,970 15,979 15,990 15,345 14,018 4,829 387 388 Closely held business 1 1,735,964 1,780,097 1,833,499 1,888,504 1,945,160 2,322,622 3,618,570 3,954,109 Retirement plans/IRAs - - - - - - 85,109 99,098 Investment real estate 16,300 16,852 17,526 18,227 18,956 23,986 43,197 48,591 2 Interest Payments from Pizza Distributors Note 359,759 359,759 359,759 344,777 314,213 103,373 - - Client earned income 3 205,980 205,980 210,100 214,302 218,588 222,959 147,699 - - Spouse earned income 3 205,980 205,980 210,100 214,302 218,588 222,959 147,699 - - Director's Fees 13,500 13,770 14,045 14,326 14,613 16,456 22,148 23,504 Gross income $ 2,580,492 $ 2,659,026 $ 2,749,670 $ 2,835,617 $ 2,921,202 $ 3,346,626 $ 6,000,636 $ 6,918,649 1 We assume in this illustration that Ferris and Beatrice receive 100% of the S Corporations' taxable distributions. 2 Note payments are interest only for the first 30 months. In the middle of 2013, they begin receiving interest and principal payments for 10 years. 3 Beginning in 2021, we assume that Ferris & Beatrice begin taking a 40% reduction in salary. Then in 2031, we assume they retire. Page 53
  • 55. INCOME TAX PROJECTIONS - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Income tax Estimation Adjusted gross income: Dividend income (marketable sec.) 14,365 39,696 67,573 104,588 155,650 567,287 2,218,551 2,780,285 Earned and other income 2,566,127 2,619,330 2,682,097 2,731,029 2,765,552 2,779,339 3,782,085 4,138,364 Adjusted gross income 2,580,492 2,659,026 2,749,670 2,835,617 2,921,202 3,346,626 6,000,636 6,918,649 Deductions Real estate tax 35,044 35,044 35,745 36,460 37,189 37,933 42,718 57,493 61,012 State income taxes 154,830 159,542 164,980 170,137 175,272 200,798 360,038 415,119 Charitable gifts 47,257 47,257 48,202 49,166 50,150 51,152 57,606 77,530 82,276 Charitable Deduction available 47,257 48,202 49,166 50,150 51,152 57,606 77,530 82,276 Charitable Deduction allowed 47,257 48,202 49,166 50,150 51,152 57,606 77,530 82,276 Total deductions 237,131 243,489 250,606 257,475 264,357 301,122 495,062 558,407 Reductions - - (77,486) (80,065) (82,632) (95,395) (175,015) (202,555) Deductions allowed 237,131 243,489 173,120 177,411 181,725 205,727 320,047 355,851 Taxable income 2,343,361 2,415,538 2,576,550 2,658,206 2,739,477 3,140,899 5,680,590 6,562,797 Federal and State income tax $ 942,004 $ 966,912 $ 1,149,361 $ 1,186,854 $ 1,224,172 $ 1,408,661 $ 2,573,619 $ 2,978,054 Page 54
  • 56. CASH FLOW PROJECTIONS - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Sources of income for Lifestyle Principal Payments from Pizza Distributors Note 1 - - 374,558 764,099 794,663 1,005,502 - - Consumable income (taxable) 2,580,492 2,659,026 2,749,670 2,835,617 2,921,202 3,346,626 6,000,636 6,918,649 Total income available for lifestyle 2,580,492 2,659,026 3,124,229 3,599,716 3,715,864 4,352,128 6,000,636 6,918,649 Uses of Cash Living expenses 600,000 612,000 624,240 636,725 649,459 731,397 984,364 1,044,615 Income tax 942,004 966,912 1,149,361 1,186,854 1,224,172 1,408,661 2,573,619 2,978,054 Cash gifts to ILIT 78,690 78,690 78,690 78,690 78,690 78,690 78,690 78,690 Gift taxes due - - - - - - 32,263 32,263 Cash gifts to family 52,000 52,000 52,000 52,000 52,000 52,000 52,000 52,000 Cash gifts to charity 47,257 48,202 49,166 50,150 51,152 57,606 77,530 82,276 Total uses of cash 1,719,951 1,757,804 1,953,457 2,004,418 2,055,474 2,328,353 3,798,465 4,267,897 Surplus $ 860,540 $ 901,222 $ 1,170,771 $ 1,595,298 $ 1,660,391 $ 2,023,775 $ 2,202,171 $ 2,650,752 1 Note payments are interest only for the first 30 months. In the middle of 2013, they begin receiving interest and principal payments for 10 years. In the event that there is a cash flow surplus, the surplus is added to the marketable securities row on the "Asset Value Projections" 3 pages earlier. If there is a cash flow shortage (spending or gifting capital) then the shortage is treated as a reduction in marketable securities row on the "Asset Value Projections" 3 pages earlier. Page 55
  • 57. FIRST ESTATE TAX ESTIMATION AND DISTRIBUTION - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Tax calculation on Ferris's death Combined net worth 49,957,648 51,886,036 54,125,048 56,348,092 58,712,179 61,242,454 80,514,099 171,226,658 200,414,813 Ferris's estimated estate 29,289,792 30,420,391 31,733,107 33,036,461 34,422,507 35,905,989 47,204,809 100,388,897 117,501,692 Total gross estate 29,289,792 30,420,391 31,733,107 33,036,461 34,422,507 35,905,989 47,204,809 100,388,897 117,501,692 Settlement expenses (171,449) (177,102) (183,666) (190,182) (197,113) (204,530) (261,024) (526,944) (612,508) Joint, personal and IRA to Beatrice (1,969,818) (2,053,349) (2,152,330) (2,252,692) (2,359,610) (2,474,035) (3,346,793) (6,542,547) (7,470,162) Insurance passing to Beatrice (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) (20,000) Outright or in trust to Beatrice (22,246,326) (23,287,741) (24,534,257) (29,770,078) (31,081,621) (32,482,604) (43,088,243) (93,299,406) (109,399,022) Taxable estate 4,882,199 4,882,199 4,842,854 803,509 764,164 724,819 488,749 - - Plus Ferris's lifetime taxable gifts 117,801 117,801 157,146 196,491 235,836 275,181 511,251 1,101,426 1,219,461 Tax base 5,000,000 5,000,000 5,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,101,426 1,219,461 Federal Estate Tax - - - - - - - - - Distribution of Ferris's estate Settlement expenses 171,449 177,102 183,666 190,182 197,113 204,530 261,024 526,944 612,508 To family trust 4,882,199 4,882,199 4,842,854 803,509 764,164 724,819 488,749 - - Joint, personal and IRA to Beatrice 1,969,818 2,053,349 2,152,330 2,252,692 2,359,610 2,474,035 3,346,793 6,542,547 7,470,162 Insurance passing to Beatrice 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 20,000 Outright or in trust to Beatrice 22,246,326 23,287,741 24,534,257 29,770,078 31,081,621 32,482,604 43,088,243 93,299,406 109,399,022 Total $ 29,289,792 $ 30,420,391 $ 31,733,107 $ 33,036,461 $ 34,422,507 $ 35,905,989 $ 47,204,809 $ 100,388,897 $ 117,501,692 Assumptions We assume that Ferris dies first, followed immediately by Beatrice. Taxes under "Distribution of First Estate" include estate and income taxes. Page 56
  • 58. SECOND ESTATE TAX ESTIMATION AND DISTRIBUTION - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Tax Calculation on Beatrice's death Beatrice's assets 20,667,856 21,465,644 22,391,941 23,311,631 24,289,671 25,336,465 33,309,290 70,837,761 82,913,121 Plus assets from Ferris's estate 24,236,144 25,361,090 26,706,588 32,042,770 33,461,231 34,976,640 46,455,036 99,861,953 116,889,184 Beatrice's estimated estate 44,904,000 46,826,735 49,098,528 55,354,400 57,750,902 60,313,105 79,764,326 170,699,714 199,802,304 Settlement expenses (474,040) (493,267) (515,985) (578,544) (602,509) (628,131) (822,643) (1,731,997) (2,023,023) Beatrice's taxable estate 44,429,960 46,333,467 48,582,543 54,775,856 57,148,393 59,684,974 78,941,683 168,967,716 197,779,281 Plus Beatrice's lifetime taxable gifts 117,799 117,799 157,144 196,489 235,834 275,179 511,249 1,101,424 1,219,459 Tax base 44,547,759 46,451,266 48,739,687 54,972,345 57,384,227 59,960,153 79,452,932 170,069,140 198,998,740 Federal Estate Tax 13,841,716 14,507,943 15,308,891 29,888,990 31,215,525 32,632,284 43,353,312 93,150,643 109,013,529 Tax on IRD 13,000 14,538 16,465 12,827 14,355 15,990 28,503 94,472 117,758 Total Estate Tax Due 13,854,716 14,522,481 15,325,356 29,901,817 31,229,880 32,648,274 43,381,815 93,245,115 109,131,287 Distribution of Beatrice's estate Settlement expenses 474,040 493,267 515,985 578,544 602,509 628,131 822,643 1,731,997 2,023,023 Taxes 13,854,716 14,522,481 15,325,356 29,901,817 31,229,880 32,648,274 43,381,815 93,245,115 109,131,287 Qualified plan to heirs 451,671 478,386 511,873 547,704 586,043 627,066 941,057 1,289,467 1,276,939 Residual estate to heirs 30,123,573 31,332,600 32,745,314 24,326,335 25,332,470 26,409,634 34,618,810 74,433,134 87,371,056 Total $ 44,904,000 $ 46,826,735 $ 49,098,528 $ 55,354,400 $ 57,750,902 $ 60,313,105 $ 79,764,326 $ 170,699,714 $ 199,802,304 Assumptions We assume that Ferris dies first, followed immediately by Beatrice. Taxes under "Distribution of Second Estate" include estate and income taxes. Page 57
  • 59. SUMMARY OF BENEFITS TO FAMILY - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Benefits to Family Family trust 4,882,199 4,882,199 4,842,854 803,509 764,164 724,819 488,749 - - Residual estate 30,123,573 31,332,600 32,745,314 24,326,335 25,332,470 26,409,634 34,618,810 74,433,134 87,371,056 Qualified plan assets 451,671 478,386 511,873 547,704 586,043 627,066 941,057 1,289,467 1,276,939 Proceeds from ILIT 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 Total assets to heirs $ 43,457,443 $ 44,693,185 $ 46,100,041 $ 33,677,548 $ 34,682,677 $ 35,761,519 $ 44,048,616 $ 83,722,601 $ 96,647,995 Page 58
  • 60. DETAILS OF FERRIS'S QUALIFIED PLAN - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Ferris's Qualified Plans Ferris's Age 60 61 62 63 64 70 85 88 Beatrice's Age 58 59 60 61 62 68 83 86 Minimum distribution factor 36.8 35.8 34.9 33.9 33.0 27.4 14.8 12.7 Plan contributions - - - - - - - - Plan balance 364,818 386,396 413,443 442,384 473,351 506,486 760,099 1,014,989 1,000,540 Minimum distribution - - - - - - 68,414 79,477 Preferred distribution - - - - - - - - Actual distribution - - - - - - 68,414 79,477 Page 59
  • 61. DETAILS OF BEATRICE'S QUALIFIED PLAN - EXISTING PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Beatrice's Qualified Plans Beatrice's Age 58 59 60 61 62 68 83 86 Ferris's Age 60 61 62 63 64 70 85 88 Minimum distribution factor 38.7 37.8 36.8 35.8 34.9 29.2 16.3 14.1 Plan contributions - - - - - - - - Plan balance 86,853 91,990 98,429 105,319 112,692 120,580 180,958 274,478 276,399 Minimum distribution - - - - - - 16,695 19,621 Preferred distribution - - - - - - - - Actual distribution - - - - - - 16,695 19,621 Page 60
  • 62. DETAILED FINANCIAL ANALYSIS FERRIS AND BEATRICE BUELLER PROPOSED PLAN FINANCIALS In the Proposed Plan Section you will find a balance sheet which reflects the repositioning of assets as set out in the step by step roadmap in the proceeding section. You will also find detailed cash flow and asset projection information on each of the proposed planning strategies. Page 61
  • 63. NET WORTH STATEMENT AFTER PLAN IMPLEMENTATION FERRIS AND BEATRICE BUELLER FERRIS BEATRICE JOINT TOTAL YIELD GROWTH CASH AND EQUIVALENTS Cash - - 500,000 500,000 2.5% 0.0% Cash Value of Life Insurance 20,000 - - 20,000 0.0% 0.0% Total of Cash and Equivalents 20,000 - 500,000 520,000 2.4% 0.0% MARKETABLE SECURITIES - EQUITIES Stocks - - 500,000 500,000 2.9% 5.0% Total of Equities - - 500,000 500,000 2.9% 5.0% ANNUITIES/DEFERRED COMPENSATION Deferred Comp Plan - 100,000 - 100,000 7.0% Total of Annuities - 100,000 - 100,000 0.0% 7.0% Page 62
  • 64. REVISED NET WORTH STATEMENT (Page 2) FERRIS AND BEATRICE BUELLER FERRIS BEATRICE JOINT TOTAL YIELD GROWTH OTHER INVESTMENTS Hedge Fund 125,000 - - 125,000 12.8% 5.0% Note to Pizza Distributors 8,993,971 - - 8,993,971 0.0% 0.0% Total of Other Investments 9,118,971 - - 9,118,971 0.2% 0.1% RETIREMENT PLANS/IRAs 401(k) 250,000 - 250,000 0.0% 7.0% IRA 114,818 - 114,818 0.0% 7.0% IRA - 86,853 86,853 0.0% 7.0% Total Retirement Plans 364,818 86,853 451,671 0.0% 7.0% Page 63
  • 65. REVISED NET WORTH STATEMENT (Page 3) FERRIS AND BEATRICE BUELLER FERRIS BEATRICE JOINT TOTAL YIELD GROWTH INVESTMENT REAL ESTATE 39 Kansas Rd. - 150,000 - 150,000 2.6% 4.0% 37 Kansas Rd. 120,000 - - 120,000 10.4% 4.0% 60 Acre Farm - 300,000 - 300,000 0.0% 4.0% 25 Kansas Rd. 150,000 - - 150,000 0.0% 4.0% 21 Kansas Rd. - - 10,000 10,000 0.0% 4.0% 7 Lake St. 600,000 - - 600,000 0.0% 4.0% 8 Lake St. - 865,000 - 865,000 0.0% 4.0% 35 Kansas Rd. - 100,000 - 100,000 0.0% 4.0% 40 Kansas Rd. - 150,000 - 150,000 0.0% 4.0% Total of Real Estate Holdings 870,000 1,565,000 10,000 2,445,000 0.7% 4.0% RESIDENTIAL REAL ESTATE 123 Main - - 1,800,000 1,800,000 0.0% 3.0% Total of Personal Residences - - 1,800,000 1,800,000 0.0% 3.0% PERSONAL PROPERTY Personal Property - - 350,000 350,000 0.0% 0.0% Antiques - - 50,000 50,000 0.0% 0.0% Total of Personal Property - - 400,000 400,000 0.0% 0.0% OTHER STRATEGY ASSETS GDOT Note 10,330,607 10,330,607 - 20,661,214 4.15% Total of Other Strategy Assets 10,330,607 10,330,607 - 20,661,214 4.15% NET WORTH 20,704,396 12,082,460 3,210,000 35,996,856 Page 64
  • 66. FINANCIAL ANALYSIS - PROPOSED PLA ASSET VALUE PROJECTIONS - PROPOSED PLAN YEAR Current 2011 2012 2013 2014 2015 2021 2036 2039 Asset Values Cash and cash equivalents 520,000 520,000 520,000 520,000 520,000 520,000 520,000 520,000 520,000 Marketable securities - Equities 500,000 559,696 817,901 1,324,637 2,210,266 3,129,914 9,235,640 13,177,123 7,654,939 Annuities 100,000 105,915 113,329 121,262 129,750 138,833 208,350 574,845 704,209 Other investments 1 9,118,971 9,124,279 9,130,533 8,762,232 8,004,139 7,214,962 1,753,895 221,375 221,831 Retirement plans/IRAs 451,671 478,386 511,873 547,704 586,043 627,066 941,057 1,289,467 1,276,939 Investment real estate 2,445,000 2,527,816 2,628,929 2,734,086 2,843,450 2,957,188 3,741,786 6,738,745 7,580,172 Personal residences 1,800,000 1,845,761 1,901,133 1,958,167 2,016,912 2,077,420 2,480,548 3,864,613 4,222,967 Personal property 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 400,000 2 Note from children's GDOT 20,661,214 20,661,214 20,661,214 20,661,214 20,661,214 20,661,214 20,661,214 8,661,214 8,661,214 Total assets in estate 35,996,856 36,223,066 36,684,912 37,029,303 37,371,774 37,726,597 39,942,491 35,447,381 31,242,270 Combined net worth $ 35,996,856 $ 36,223,066 $ 36,684,912 $ 37,029,303 $ 37,371,774 $ 37,726,597 $ 39,942,491 $ 35,447,381 $ 31,242,270 1 Decreased each year beginning in 2013 per amortization schedule for the Pizza Distributors Note. 2 Principal payment from GDOT note is paid in 2036 with accumulated liquid assets of the GDOT. In the event that there is a cash flow surplus, the surplus is added to the marketable securities row by default. If there is a cash flow shortage (because of spending or gifting capital) then the shortage is treated as a reduction in marketable securities. Page 65