主题：【文摘】OPTION EXPENSING，CISCO的对策 -- 西风陶陶

Cisco Plans Security to Set Market Price for Options (Update3)

May 11 (Bloomberg) -- Cisco Systems Inc., after failing to stop a rule forcing companies to expense employee stock options, is seeking regulatory approval to sell a new derivative that may soften the blow to earnings.

The San Jose, California-based company said it's requesting Securities and Exchange Commission clearance for the security, developed to put a market price on employee options. Cisco is betting that the price investors would pay for the derivatives will show its options are worth less than valuation standards such as the Black-Scholes model suggest.

``As long as it's not done in a way that turns out to be a sham, then everybody that's looking for good accounting should support this,'' said Edward Nusbaum, chief executive officer of Grant Thornton LLP, the fifth-biggest U.S. accounting firm.

Cisco, the biggest maker of computer-networking equipment, stands to report 20 percent less profit when the rule forcing companies to record the cost of employee options kicks in later this year. Its proposal may help Chief Executive John Chambers open a new front in the campaign by Silicon Valley companies to protect an incentive they rely on to motivate workers.

``It's no secret that we're trying to get a more accurate valuation,'' Cisco spokesman John Earnhardt said. ``We have spent a lot of time on this issue and all we're trying to do is keep the option of using employee stock options.''

No Market Exists

The expensing rule, passed by the U.S. Financial Accounting Standards Board in December, also encourages companies to value the options using an ``observable market price.'' Unlike call or put options that trade on exchanges such as the International Securities Exchange, employee stock options can't be bought or sold, so there is no market.

Derivatives are financial obligations whose value is derived from underlying assets such as debt and equity securities, commodities and currencies.

Cisco has battled with the FASB for more than a decade, saying mathematical models overstated the value of options. As those efforts failed, Cisco, Qualcomm Inc. and Genentech Inc. proposed an alternative model that would have cut the value of options by about 80 percent. The FASB rejected it last year.

This time, Cisco took a softer approach.

Chambers, 55, hired New York-based Morgan Stanley, the world's biggest securities firm by market value, to develop the derivatives and dispatched Cisco executives to pitch the proposal to SEC officials including Chief Accountant Donald Nicolaisen, people familiar with the meetings said.

SEC Receptive

Cisco Chief Financial Officer Dennis Powell delivered a PowerPoint presentation about the company's plan in March to SEC officials in Washington, said the people, who declined to be identified.

Nicolaisen backs the idea of creating a market to value options and has been receptive to Cisco's proposal, said the people familiar with the discussions. He and Chester S. Spatt, the agency's chief economist, are studying the new security and haven't made a decision on whether to recommend it, the people said.

Nicolaisen, 60, declined to comment through spokesman Matt Well. Spatt, 51, didn't return a call for comment.

Although Cisco doesn't need SEC clearance to sell the securities, it wants the agency's backing before moving forward, Cisco's Earnhardt said. By getting the SEC on board, Cisco will avoid objections from auditors when it uses the derivative values to calculate the cost of employee stock options.

``If you don't have that support, then it's something I don't think we'd be willing to do,'' Earnhardt said.

Big Impact Possible

Widespread adoption of Cisco's plan could revolutionize the way stock options are valued, making them less of a drag on earnings. Kim Boylan, a lawyer for the International Employee Stock Options Coalition, an anti-expensing group, said other companies are considering the plan.

``They would have to look at the costs and if they were pennies on the dollar for what you would get under Black-Scholes, then I suspect a lot of companies will be willing to do it,'' she said.

Intel Corp., which has fought the stock option rule alongside Cisco, reported today that its $2.18 billion first-quarter net income would have been $333 million lower had the company treated employee options as an expense. CFO Andy Bryant, in a May 5 interview in New York, declined to say whether Intel, the world's biggest maker of computer chips, may follow Cisco in seeking a market value for its employee options.

``That's a good idea,'' Bryant said of Cisco's plan. ``There are a number of difficult stages it would have to go through before a plan like that could be put into practice.''

Expensing Struggle

Some of the world's biggest companies have struggled with the prospect of expensing stock options.

Microsoft Corp., the No. 1 software maker, in July 2003 stopped paying employees with options at a time when expensing them would have cut profit by about 25 percent. Microsoft CEO Steve Ballmer then gave workers a one-time chance to sell some unprofitable options to JPMorgan Chase & Co.

Bill Gates, Microsoft's founder and chairman, earlier this month said he regretted ever using stock options to compensate employees. Microsoft now grants employees stock instead.

Coca-Cola Co., the world's biggest soft-drink maker, abandoned a plan that would have valued its employee options using prices set by two investment banks.

Millionaires

Still, options have helped make millionaires at companies such as Cisco and Microsoft by letting even low-level employees profit from fast-rising stocks. Cisco's Chambers, who receives $350,000 in salary, has realized almost $350 million by exercising options during the past nine years.

As of July 31, 2004, Cisco employees held options to buy 1.35 billion shares at an average exercise price of $25.34, according to the company's annual report. The shares, then trading at $21, have since dropped and traded at $18.55 at 4 p.m. today on the Nasdaq Stock Market. They peaked at $82 in March 2000.

Cisco, the 16th-biggest U.S. company by market value, yesterday said fiscal third-quarter net income rose 16 percent to $1.41 billion on revenue of $6.19 billion.

All employee options have an exercise price, typically the company's stock price on the day they're granted. Once an option vests, or matures, the employee can buy the underlying share at that set price, pocketing any gain in the stock since the grant date.

FASB, SEC

The FASB and SEC Chairman William Donaldson pushed to have options treated as an expense, saying they represented a quantifiable cost to shareholders. Cisco has said relying on theoretical models would give investors an inaccurate picture of earnings because the real cost of an option depends on the company's stock price and often can't be known for years.

Cisco's new security may not be the ideal solution, either.

``The real risk, at least in the early going, is that these things are not going to be priced very efficiently,'' said John Finnerty, a professor at Fordham University in New York and a consultant who specializes in valuing stock options. ``Over time, as this instrument becomes more widely accepted, it could serve as a useful pricing benchmark.''

Earnhardt said Cisco can't predict what investors will be willing to pay for the company's new securities.

Cisco's derivatives would function under the same terms as its employee stock options, including the same exercise prices and five-year vesting schedule. They would be sold once and couldn't be traded or hedged. Settlement of any gains would be with Cisco shares.

August Target

Powell told SEC officials that Cisco wants to begin selling the derivatives as early as August and the company would need 15 buyers to create a proper market, the people familiar with the meetings said. Earnhardt declined to comment on timing of any sale. Melissa Stonberg, a spokeswoman for Morgan Stanley, declined to comment.

Cisco must begin deducting the cost of employee stock options from earnings in the first quarter of its fiscal year, which starts in August.

To contact the reporter on this story:

Robert Schmidt in Washington at [email protected].

Last Updated: May 11, 2005 16:21 EDT

上市公司的首要职责应该是为股东谋利益，而不是为自己。职工们拿了免费的期权趁着股价高的时候抛出，接盘的是那些蒙在鼓里的投资者，而投资者之所以买股票，那是因为对公司的未来有信心，如果他们知道公司内部人员正在抛出本公司股票的话，那就根本不会去在这个价位买。这些insider们不想方设法的去赚市场的钱，而是要从本公司投资者的身上去赚钱，这也太说不过去了吧。

非理性繁荣是长久不了的，湾区的房价下跌只是个时间问题。

西风你讲的海尔我不清楚。没有staff option的公司也很多，员工们不也一样的好好干活？这些员工本身就从公司里得到了就业机会和稳定收入，还要再来盘剥公司的股东们，可恨呀，可恨。

据一位搞房地产的朋友说，前几个月一幢房子能有10个offer，现在大概只有两个。但无论如何，目前湾区的房子还是要在对方出价上加码才能拿到。

好比人爬山到了山顶，接下来就全是下坡路了。

可以想一想为什么前几年房价升的那么厉害？最主要的一个原因就是低利率。利率越往下调money就变得越cheap甚至free，2000年NASDAQ崩溃让人心有余悸，钱就涌进房产里。利率的调整基本上像是走台阶，如果是往下调就会一次一次地往下调到地点为止，上调也是一样。至少利率下调的最低点已经过去，现在开始一步一步地往上调，还刚刚起步。从下面一张图可以看到八十年代初官方利率曾高达20%，这50年的平均水平应该是在8%左右。附带说一句1980年的一月利率还是15%，到了二月就成了20%，一个月里升了5%。如果从1977年开始算，三年里共升15%。

美国欠外债那么多，不开动印钞机就没法还，开动了就会引起通货膨胀，一通货膨胀格老就不得不加利息。那20%咱就不说了，就算升到8%的话那该有多少人会顶不住。有多少美国人是靠从房子里拿钱出来消费的啊，而美国经济这两年又是靠的consumer spending，房价跌的连锁反应无疑会导致经济衰退，失业率上升，再反过来又加剧房价的下跌。

股市里不合理的东西太多了，我一介布衣气又有啥用。态度不好的地方西风兄要多多原谅啊。

可能是人口老化的缘故。从另一方面来说，两个政府按揭机构的漏子有多大还难说，如果有大问题可能会对按揭市场造成强大冲击。大家准备些钱，可能要提前还贷也好。如果想做房价的对冲，芝加哥的房价期货出来了么？

老老实实地趁着利息还底的时候尽早把房供完，有“投资”房要趁早脱手。

对绝大多数人来讲房子应该是用来住的，不是用来炒的。

Fannie Mae的fixed-interest mortgages portfolio据说是全球最大的，有1个 trillion。有人计算利率每升25个basis points它就会损失0.5个billion。已经暴光的就够它喝一壶的，利率再往上升的话很可能它的股价会从现在的$55重返80年代的水平---$1。好戏在后头啊。

跟老师扯剥削剩余价值的问题

老师拿我没办法

其实这是一个AGNENT THEORY的典型例子. 一般得, 奖金的衡量标准是短期的, 注重某一方面的; 而期权多是针对长期的, 整体的. 就我个人的经历: 期权也可以促进公司内部的合作而奖金更多地带来部门的对抗.

我以为没必要因噎废食. 期权的问题在于难以用现行的公司会计制度和信息披露制度报告和揭示; 而本身的积极意义不应该被全盘否定.

盘剥股东的办法很多, 期权只是形式之一. 说句粗糙的话: 撑着了以后就不吃饭了? 而且, 员工和公司是平等的契约关系, 不存在一方施予, 一方结受. 股东压榨员工的事情也不少啦. 在市场经济下, 各方都是试图使自己的利益最大化, 在法律的限度内, 和道德无关. "盘剥, 可恨云云, 似可休矣.

再说一句, 既使单纯从会计技术上, 现行有关期权的会计制度仍然存在相当的争议. 贴一篇论文给你参考(概要, 全文可下载)

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