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Statement of Financial Accounting Standards No. 123 (revised 2004)

Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), was issued in December of 2004 by the FASB. In summary, SFAS 123(R) addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services. The Statement eliminates the ability to account for share-based compensation transactions under the intrinsic-value method utilizing APB Opinion No. 25, Accounting for Stock Issued to Employees, and generally requires that such transactions are accounted for using the fair-value method. The CAQ has compiled hyperlinks to the following FASB, PCAOB and SEC resources related to the accounting for and auditing of stock-based compensation.

Section I. FASB

FASB Standard

Note: To comply with FASB copyright provisions, members are required to access FASB publications through www.fasb.org/st. The FASB guidance listed below is available under the "View FASB Pronouncements" section of the web page provided.

SFAS 123(R) - FASB Staff Positions (FSP)

  • FSP SFAS 123(R)-4, Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurence of a Contingent Event, February 3, 2006
  • FSP SFAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards, November 10, 2005
  • FSP SFAS 123(R)-2, Practical Accomodation to the Application of Grant Date as Defined in SFAS 123(R), October 18, 2005
  • FSP SFAS 123(R)-1, Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under SFAS 123(R), August 31, 2005

Other FASB Resource

FASB SFAS 123R Frequently Asked Questions (FAQs), December 16, 2004

SECTION II. PCAOB

PCAOB Guidance

  • Chairman Testimony - Concerning Certain Issues Related to Companies' Stock Option Granting Practices, September 6, 2006

SECTION III. SEC

SEC Regulatory Actions

SEC Amends Executive Compensation Disclosure to More Closely Align with SFAS 123(R)

SEC Final Rule: Amendment to the Compliance Date for SFAS 123(R)

SEC Staff Interpretations

SEC Staff Accounting Bulletin No. 110 (SAB 110)

SEC Staff views regarding the development of an estimated expected term for "plain vanilla" share options in accordance with SFAS 123(R).

SEC Staff Accounting Bulletin No. 107 (SAB 107)

SEC Staff views regarding the interaction between SFAS 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies.

SEC Issues Staff Letters to Industry, Office of the Chief Accountant:

Other SEC Resources

Testimony Concerning Tax and Accounting Issues Related to Employee Stock Option Compensation, June 5, 2007

    • Director White, SEC Division of Corporation Finance

SEC Office of Economic Analysis Memorandum, "Economic Perspective on Employee Option Expensing," March 18, 2005

SEC Chief Accountant Statement on FASB Statement No. 123(R), December 16, 2004

    • SEC Chief Accountant Nicolaisen

SEC Regulations Committee