Intel (Nasdaq: INTC ) CEO Craig Barrett sent a fiery blast at the Financial Accounting Standards Board (FASB) on Wednesday, in the form of a Wall Street Journal article that claims the new FASB proposal to expense stock options will be a "field day for trial lawyers and class action lawsuits."
I note with no mild bemusement the juxtaposition between Barrett's primal scream on options and the news that the options grant he received for 2003 doubled from 2002, up to 1.35 million options. Let's see, at $27 per share, does that equal a "truckload?" Maybe a "boatload?"
Just as it did in 1993, Intel is leading the charge, along with companies like Cisco Systems (Nasdaq: CSCO ) and Texas Instruments (NYSE: TXN ) to fight the FASB's determination to have stock option compensation for employees reflected on the balance sheet. We're going through a comment period, and there can be reasonable disagreement as to the correct approach on treating the compensation that takes the form of stock options. But really, the rhetoric here is just torturing.
Let's start with this from Barrett: "Even China is getting into the act, officially encouraging the use of stock options as part of its five-year economic plan just as FASB is preparing to impede their use in the U.S." It's time to take off the tinfoil hat and recognize that no one at FASB has said "don't use options." This is moronic.
Here's something else -- we're talking about accounting. Not "jobs," not "competitiveness." Accounting. Would Barrett like to hold up China's accounting standards as the paragon of transparency? No? If options make economic sense when they're poorly measured, they'll make economic sense when they're measured more robustly. End of story.
(Somewhere in the distance, a dog barked.)
That was just an hors d'oeuvre for the trial lawyers' objection. The real irony in the title is that Barrett was front and center in 1995 pushing to get what's most well known as the "Safe Harbor Act" passed. The act basically makes it incredibly difficult to successfully sue a company for saying something misleading, just so it says so within the confines of safe harbor. Here's what I love about this, though. If there's a lobby in Washington that has enormous power, it's that of the trial lawyers. If they were salivating over the "opportunity" that stock options accounting would offer, we'd be hearing a bunch of sanctimony coming from their folks. So far, not a peep from the Association of Trial Lawyers of America -- which is not one to leave nickels laying on the ground.
Barrett implores FASB to "get back to the basics of accounting principles based on cash, not imaginary expenses." I love this. We're not indicting stock options, we now need to lump accrual accounting in its entirety. OK, Craig. Also fine. Intel's capital expenditures should now be moved to the income statement, as should all of the money you spend to buy back stock to offset dilution from stock options. Doesn't sound like a good plan? How about this? Let's just get rid of the division between the financial reports companies provide to shareholders, and the ones they provide to the IRS.
Barrett recently noted that "many accountants feel that options are not a true expense, despite FASB's view." Trouble is none of these "many accountants" happen to run any of the Big Four accounting firms. On March 17, the CEOs of PricewaterhouseCoopers, Deloitte & Touche, Ernst & Young, and KPMG all signed a letter to the House Subcommittee on Capital Markets expressing their support for FASB, stating, "We continue to support the view that the fair value of all employee stock options should be reported as compensation expense." Ernst & Young, by the way, audits Intel's books.
But my favorite is Barrett's disclosure that Intel grants more than 95% of its options to the rank and file, not to executives, and that its top five employees get less than 2% of all options. Jack Adamo, editor of Jack Adamo's Insiders Plus, noted that this is a "clever but shop-worn device" to claim the democratic nature of options grants. "It sounds goods until you do the math. That shows that 71,730 of Intel's employees get an average of 14 of every 1,000,000 stock options issued, whereas the top 5 executives get an average of 4,000 each. That ratio is 293 to 1."
Intel's compensation policies are not at issue here, save for Barrett's grab at rectitude. What needs to be remembered is this: The only entity that has threatened to reduce the broad nature of Intel's stock options program is Intel. Not FASB -- their issue is measurement, not behavior modification.
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Bill Mann owns none of the companies mentioned here.