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CHAPTER
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THREE
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The Accounting Story
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Expensing employee stock options is hardly a new concept. Over
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the years there has been much discussion about how to account for these financial instruments. Until recently, however, Corporate America has kept up a united front in opposition to expensing options. Now the accounting rules are about to change, requiring companies to account for options as expenses on their income statements instead of only listing them as footnotes. While this is significant progress, focusing only on the accounting rules belies the full extent of the story. Accounting for options is a saga with its share of intrigue and compromise behind the scenes, all of which seems fitting for such high-risk and largely misunderstood instruments. The accounting rules, while a step in the right direction, are not the complete solution to what will remain a difficult and emotionally charged problem. These rules alone will not assure us that companies will assume full accountability and risk management where options are concerned. To do that companies will have to ask themselves what few have even pondered yet: what is the true economic cost of options To answer that question, let s examine how far we have come on the expensing of options. The issue of accounting for options was first raised in the early 1950s. But with no effective means to value options at that time, the discussions on accounting for them did not
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PART ONE The Stock Option Problem
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go very far. Then, in 1972, the Accounting Principles Board (APB) the predecessor to the Financial Accounting Standards Board (FASB) issued its Opinion Number 25 (APB 25). Under APB 25 options were treated as essentially free, meaning they did not have to be expensed on a company s income statement as long as they met certain criteria, such as having a fixed exercise price and a fixed number of shares. Interestingly, in 1973, Myron Scholes, who would later win the Nobel Prize in economics for his work, and Fischer Black jointly published the Black-Scholes model for valuing options. While the model is widely known as Black-Scholes, Robert Merton also was instrumental in its development and shared the Nobel Prize for it with Scholes after Black s death. Before Black-Scholes there was no readily available methodology for valuing options. Today BlackScholes and its variants are the most widely used valuation models. The publication of Black-Scholes in 1973 also coincided with the founding of the Chicago Board Options Exchange (CBOE), which today is the world s largest options exchange. Before 1973 options were traded on an unregulated basis. Of course options granted as part of compensation and incentive packages are not tradable. Still the founding of a fair and orderly marketplace for options underscored what was then a new concept: options had an understood and quantifiable value. Over the next two decades stock options grew in popularity and usage as part of compensation packages. As a result the FASB began a campaign in the 1980s requiring them to be expensed. Moving into the 1990s the FASB became more earnest in its quest. When it attempted to make this expense ruling in 1993 and 1994, however, the board was nearly pummeled out of existence by CEO groups, institutional investors, the major accounting firms, the Securities and Exchange Commission (SEC), Congress, and the White House. As the FASB itself explained: When the FASB developed FAS 123 (Financing Accounting Standard 123) in the mid-1990s, the Board proposed requiring that [expensing] treatment because it believed that this was the best way to report the effect of employee stock options in a company s financial statements. The FASB modified that proposal in the face of strong opposition by many in the business community and in Congress that directly threatened the existence of the FASB as an independent standard setter. 9
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