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SEC OKs Time Warner settlement
No. 1 media company to pay $300 million to end probe over online unit revenue, subscriber numbers.
March 21, 2005: 3:01 PM EST

NEW YORK (CNN/Money) - The Securities and Exchange Commission said Monday it approved a $300 million settlement with Time Warner Inc. over charges of inflated accounting at the media company's America Online unit.

The settlement was brokered in December but was considered tentative until Monday's announcement. In December, Time Warner (Research) had also agreed to pay $210 million to settle a Justice Department probe.

Separately, the SEC announced Monday that it had settled related charges brought against three Time Warner executives.

The SEC deal relates to charges that Time Warner illegally boosted AOL's advertising revenue beginning in mid-2000 and inflated its Internet subscriber numbers in 2001. The company was also accused of aiding and abetting three other cases of securities fraud, and with violating a 2000 cease-and-desist order against AOL.

On top of its $300 million payment, Time Warner also agreed to restate its financial results from 2000 through 2002, bringing to $690 million the amount restated so far.

The scandal may not be over

Time Warner said more restatements may be necessary. As part of the SEC settlement, the company will name an independent monitor to review its accounting practices from mid-2000 to the end of 2001.

In a statement Monday, CEO Dick Parsons said Time Warner, which did not admit or deny the charges, was pleased to have put the SEC investigation behind it.

"We're committed to cooperating with the independent examiner as well as fulfilling all of our other obligations under the settlement," Parsons said.

Investors have been hoping for an end to the SEC and Justice Department probes. The uncertainty had weighed down Time Warner's stock price and limited the company's ability to acquire other companies.

But Time Warner may not be out of the woods. In its own statement, SEC officials decried Time Warner's "institutional failures" and indicated that the investigation of the company's accounting practices continues.

"Our complaint against AOL Time Warner details a wide array of wrongdoing," said Stephen Cutler, the agency's enforcement director.

In announcing its settlement with Time Warner late last year, the Justice Department threatened to revive criminal charges against the company if it does comply with its settlement terms.

"If AOL fails to comply with the agreement, the deal is off and they are in a world of trouble," Deputy Attorney General James Comey said at the time.

As part of the Justice Department settlement, Time Warner agreed to pay a $60 million fine and set up a $150 million fund to pay for pending shareholder lawsuits related to the AOL accounting probe.

Both the Justice Department and the SEC probes primarily target what are known as "round-trip transactions" in which AOL allegedly gave companies such as Homestore and PurchasePro.com the money to advertise on its service but made the transactions look like legitimate deals.

The government investigations also focused on accounting problems at AOL Europe from 2000 through 2001.

CFO settles too

The separate SEC settlement with three Time Warner executives -- chief financial officer Wayne Pace, former controller James Barge and ex-deputy controller Pascal Desroches -- did not result in penalties against the officials.

Instead, the SEC issued a cease-and-desist order in which the executives agreed not to violate certain reporting provisions of the nation's federal securities laws.

Time Warner's Parsons stood by the three executives. "We have confidence in our top financial officers, and we're pleased that they will continue to serve our company in their current positions," said Parsons in his statement.

Time Warner stock was trading down nearly 2 percent amid a broader sell-off Monday.

In addition to AOL, Time Warner owns CNN/Money and other media properties.

Click here for our story on Internet stock deals.  Top of page

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