Story Published:
Jun 3, 2002 at 6:30 AM PDT
Story Updated:
Aug 31, 2006 at 12:42 AM PDT
WASHINGTON, D.C. - Microsoft has agreed to refrain from accounting violations to settle federal regulators' allegations
that it misrepresented its financial performance, the government announced Monday.
Under a settlement with the Securities and Exchange Commission,
the software giant neither admitted to nor denied wrongdoing. No
fine was imposed.
The SEC alleged that Microsoft's accounting practices from July
1994 through June 1998 caused its income to be substantially
misstated.
The agency said Microsoft enhanced its financial results by
setting aside artificially large reserves to reduce revenues, with
the idea of reversing that procedure to record the revenues in less
profitable times. The SEC said the reserves totaled between $200
million and $900 million during the period in question.
The SEC has criticized the use of such so-called "cookie-jar"
reserves, which it says can give investors an inaccurate picture of
the company's current financial performance.
The settlement comes as the SEC is investigating and acting
against alleged accounting abuses at a number of big companies in
the aftermath of Enron's collapse.
In April, Xerox Corp. agreed to pay a record $10 million civil
penalty and revise its financial statements back to 1997 to settle
the SEC's allegations of accounting fraud.
In addition to investigating Enron's accounting and the role of
its auditor Arthur Andersen LLP, the SEC also is examining
accounting practices of Global Crossing Ltd., the fiber optics
company that entered the fourth-largest U.S. corporate bankruptcy
in January. The agency also is investigating Halliburton Co. for a
change in its accounting practices in 1998, while Vice President
Dick Cheney was its chief executive.
The SEC did not allege fraud in the Microsoft case. It took the
action in an administrative proceeding, a milder course than the
civil lawsuits which the agency has the power to bring.
Still, SEC Enforcement Director Stephen Cutler said the case
shows that the agency "will act against a public company that
issues financial statements with material inaccuracies, even in the
absence of fraud charges."
Microsoft, in a statement from its headquarters, said the settlement has no effect on its financial results.
"Microsoft has cooperated fully in the SEC's inquiry," it
said. "The company is pleased to have resolved these matters with
the SEC and looks forward to an open and constructive working
relationship with the SEC on important accounting issues affecting
the software industry.
The accord with the market watchdog agency is the second
Microsoft settlement with the government in two years. In November,
Microsoft and the Justice Department settled the four-year
antitrust case in which a federal appeals court said Microsoft
hindered competition in the software market through unfair tactics
against emerging competitors.
A federal judge has yet to decide whether to approve a
settlement, and nine states are still pursuing the case. Decisions
on both fronts are expected in late summer.
The SEC alleged that Microsoft did not properly document the
bases for its accounting and failed to maintain proper internal
controls.
Microsoft disclosed the SEC's investigation in its annual report
for 1999.
More than a year ago, Microsoft reportedly received a so-called
Wells notice from the SEC, a warning that the company could face
civil charges.
Chairman Bill Gates and other top Microsoft executives were
deposed, and settlement negotiations began late last year.
Accounting rules generally allow businesses to set aside funds
for potential expenses such as returned products, excessive
inventory and bad debts. A higher estimate of those expenses
reduces the amount of reported earnings.
The SEC investigation apparently stemmed from a lawsuit filed in
1997 by Charles Pancerzewski, a former Microsoft internal auditor
who said he was wrongly fired for warning that the company's
accounting reserve practices could violate SEC rules.
The case was settled and the record sealed after a federal judge
cleared the way for the case to go to trial.