Microsoft, SEC Said to Be Negotiating Over Financial Statements

Rather than imposing fines, the SEC is likely to bring civil charges that the Redmond, Was.-based software giant failed to keep accurate books and records, The Wall Street Journal reported Thursday, citing unidentified sources close to the talks.

A common resolution in such cases is for a company to promise to follow SEC rules in the future. Agreement could be weeks away and the terms could change, the sources say.

SEC probes are conducted under tight confidentiality and the agency's officials rarely comment on them. SEC spokeswoman Christi Harlan would neither confirm nor deny the Journal report Thursday.

The issue has been hanging for more than two years, and the talks may reflect a recent SEC attempt to crack down on "cookie jar" accounting practices that fail to provide an accurate picture of earnings and revenues.

The SEC is investigating whether Microsoft smoothed its results by setting aside artificially large reserves to reduce revenues with the idea of reversing that procedure to record the revenues in less profitable future periods. The sources told the newspaper, however, that investigators have been unable to determine clearly whether Microsoft ever did reverse the process.

More than a year ago Microsoft received a so-called Wells notice from the SEC, a warning that the company could face civil charges, the newspaper reported. Chairman Bill Gates and other top Microsoft executives have been deposed, and settlement negotiations began around the end of 2001, the sources said.

On June 30, 1999, Microsoft CFO Greg Maffei revealed that the SEC had been investigating for several months in a matter regarding "reserves and reserve policies." He said Microsoft was cooperating fully with the probe.

"We've cooperated fully with the SEC on this investigation and we take our financial reporting obligations very seriously," Microsoft spokesman Jim Desler said Thursday from Seattle. He declined comment on the Journal report.

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 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 Microsoft'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.

Shares of Microsoft rose 38 cents, to $52.43, in afternoon trading on the Nasdaq.

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