Time Warner Settles SEC Fraud Charges
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Closing a difficult chapter, Time Warner Incorporated said yesterday it will pay $300 million and restate three years of financial results to settle civil fraud charges stemming from its accounting of online advertising revenues and subscriber counts at its AOL unit.
The settlement with the Securities and Exchange Commission also calls for the world’s largest media company to open its books to an independent examiner, which could result in additional restatements.
The details of the deal, which include no admission or denial of wrongdoing, are in line with a proposal the company made and disclosed last December. At that time, Time Warner also said it had agreed to pay $210 million to resolve charges of criminal securities fraud in a separate investigation by the Department of Justice.
The combined $510 million settlements should give Time Warner a freer hand to pursue acquisitions, including a joint bid with Comcast for the assets of Adelphia Communications. But the agreements aren’t expected to resurrect Time Warner’s stock, which has lagged since its disastrous merger with AOL. Time Warner’s stock is still about 75% below the level it reached in early 2000, when it agreed to be acquired by the Dulles, Va.-based Internet company.
In trading yesterday, Time Warner shares slipped 28 cents, or 1.5%, to close at $18.42 on the New York Stock Exchange.
Time Warner’s CEO, Dick Parsons, said in a statement that the company was “pleased” to have resolved the investigation, and was committed to cooperating with the independent examiner and fulfilling its other obligations under the settlement with the SEC. The examiner’s report is expected in about six months.
The settlement was filed with the U.S. District Court for the District of Columbia, which will also manage the distribution of the $300 million penalty to affected investors. Those payouts, which are akin to class action distributions, will be made under the “Fair Fund” provision of the Sarbanes-Oxley Act.
The SEC had accused Time Warner of several fraudulent acts, including inflating its own online advertising revenues with a number of “round-trip” transactions in which it essentially provided other companies with the means to buy online advertising.
The SEC also said Time Warner overstated the number of AOL subscribers by counting members from bulk subscription sales to companies even though the company knew that they had not been activated.
