This excerpt taken from the VRSN 10-K filed Feb 29, 2008.
Contingent Convertible Debentures
The Company accounts for its contingent convertible debentures and related provisions in accordance with the provisions of Emerging Issues Task Force Issue (EITF) No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, EITF No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, EITF No. 00-19 (EITF 00-19), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock, and EITF No. 01-6, The Meaning of Indexed to a Companys Own Stock, EITF No. 04-08 (EITF 04-08), The Effect of Contingently Convertible Debt on Diluted Earnings Per Share and EITF No. 90-19, Convertible Bonds with Issuer Option to Settle for Cash upon Conversion. The Company also evaluates the instruments in accordance with SFAS No. 133 (SFAS 133), Accounting for Derivative Instruments and
VERISIGN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)
DECEMBER 31, 2007, 2006 AND 2005
Hedging Activities, which requires bifurcation of embedded derivative instruments and measurement of fair value for accounting purposes. EITF 04-08 requires the Company to include the dilutive effect of the shares of its common stock issuable upon conversion of the outstanding convertible debentures in its diluted income per share calculation regardless of whether the market price trigger or other contingent conversion feature has been met. The Company applies the treasury stock method as it has the intent and current ability to settle the principal amount of the convertible debentures in cash. This method results in incremental dilutive shares when the average fair value of the Companys common stock for a reporting period exceeds the initial conversion price per share of $34.37.
The Company considers the embedded features related to the contingent interest payments, over-allotment option, and the Companys ability to make specific types of distributions (e.g., extraordinary dividends) to qualify as derivatives and bundles them as a compound embedded derivative under SFAS 133. The fair value of the derivative at the date of issuance of the debentures is accounted for as a discount on the debentures. The over-allotment feature which was revalued on the date of exercise is accounted for as a premium on the debentures. The debt discount and the debt premium are being accreted to the face value of the debentures as interest expense, net, over the maturity period of the debentures. Any change in the fair value of this embedded derivative is recognized as an unrealized gain or loss in Other income, net.