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To: vinod Khurana who wrote (18851)12/2/1997 5:00:00 PM
From: vinod Khurana  Read Replies (1) | Respond to of 42771
 
The Millionaires Next Door (If Your
Neighbors Work for Microsoft)

By Allan Sloan

Tuesday, December 2, 1997; Page D03
The Washington Post

When it came to celebrating Thanksgiving last week,
Microsoft's employees were among those with the most to be
grateful for. As the holiday dawned, Microsoft Corp.
employees' paper profits on their stock options averaged more
than $1 million per person, thanks to the stock's 80 percent
rise in the past year.

Millionaires aren't exactly rare in high-tech land. But this has to
be the first time employees have averaged $1 million-plus in
option profits at a company the size of Microsoft, which has
about 24,000 staffers, about 21,000 of whom have options.
And it's not Bill Gates's zillions making the average artificially
high. Chairman Bill and his second-in-command, Steven
Ballmer, already own so much stock ($38 billion and $8.5
billion, respectively, according to CDA/Investnet) that giving
them options would verge on the obscene. So they're among
the optionless.

It's hard to believe that employees in a big company can
average a million bucks of option profits, but here's the math.
Microsoft had 259 million options outstanding as of Sept. 30.
The options give holders the right to buy stock at a fixed price
during a fixed period. The company says that option holders'
weighted-average price was $41.89 a share. So to figure the
paper profits on the options, take Microsoft's stock price
($141.56 1/4 on Thanksgiving eve), subtract the $41.89
exercise price and multiply that difference by 259 million.
Voila! Paper profit: $25.8 billion. Divided by Microsoft's
23,811 employees: about $1.1 million each. Yes, I know that
the Sept. 30 option numbers had changed by Thanksgiving,
and I know that many of the options can't be exercised for
years. I haven't allowed for income taxes on option profits
either. But counting all this money is just so much fun. To me,
Microsoft's creating so much wealth and spreading it so widely
is far more impressive than Gates's megafortune.

Now for the problem -- there always is one, isn't there? Even
Microsoft's $10 billion or so of cash doesn't begin to cover its
whole obligation to option-holding employees. The box above
shows how fast this obligation is rising. "Most of our financial
liabilities are in the form of our employee stock options," Greg
Maffei, Microsoft's chief financial officer, said in an interview.

A motivated work force is Microsoft's major asset -- and
there's nothing like the possibility of millionaire-hood to get you
motivated. But the options that motivate employees dilute the
stakes of existing holders. If Microsoft were to issue all 259
option shares today, existing holders' stake in the company
would drop to about 83 percent from the current 100 percent.
This is known as dilution. And dilution tends to be bad for your
stock price.

To keep dilution as low as possible, Microsoft buys shares at
today's high price in the market and reissues them at low option
prices to employees. Think of it as buying dear and selling
cheap -- not exactly what Microsoft is known for. This game
gets pretty expensive -- even though, for reasons we have no
space to go into, the cost isn't charged against Microsoft's
profits. In the three months ended Sept. 30, Microsoft spent
$913 million buying its own shares -- more than it spent on
sales and marketing ($788 million), research and development
($567 million), or any other single cost item.

Microsoft goes through various contortions to offset some of
this cost. My favorite is the company's selling options that give
people the right to sell stock to Microsoft at a fixed price on a
fixed day. These "put" options, sold to outsiders, are totally
different from the options that employees get. The people
buying puts are betting that Microsoft's stock price will fall. The
employees with options are betting the price will rise. Through
June 30, the company had raised $270 million by selling puts
that have expired. The company keeps the money tax-free.
"Companies never have to pay tax on transactions involving
their stock or options on their stock," says Lehman Brothers
Inc. tax expert Robert Willens. Microsoft raised an additional
$280 million selling puts in its most recent quarter.

So far, spreading options widely has been magic at Microsoft.
Their lure keeps salaries low -- who cares about salary when
you can make a million on options? Non-employees have
made fortunes, too. Someday the music will stop, because it
always does. But it's sure fun while it lasts.

Allan Sloan is Newsweek's Wall Street editor. His e-mail
address is sloan@panix.com.

SOME VERY NICE OPTIONS

Microsoft employees' paper profits on stock options have
skyrocketed over the past four years.

IN BILLIONS

1993 $3

1994 $3.2

1995 $7

1996 $9

1997

June 30 $22.7

Sept. 30 $23.4

NOTE: Figures are as of June 30 for each year, except as
noted in 1997

SOURCES: Newsweek from Microsoft; Bloomberg News

c Copyright 1997 The Washington Post Company

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