Freddie Mac可能曾少报收益45亿美元Freddie Mac Discloses Possible Earnings Errors
Freddie Mac, citing lax accounting controls, said it understated earnings by as much as $4.5 billion after taxes and for the first time conceded that some of its past accounting and disclosure practices could have run afoul of federal securities rules.
The restatement by the government-sponsored mortgage company is larger than expected. But in a detailed progress report, Freddie Mac said a "lack of sufficient accounting expertise" and "internal control and management weaknesses" led the company to understate earnings by between $1.5 billion and $4.5 billion, after taxes, which translates into as much as $6.9 billion before taxes. The company said it couldn't provide a more specific number until its reaudit is completed during the third quarter.
The eight-page report, which Freddie Mac discussed in an hourlong conference call, was intended to quell criticism from investors who believed Freddie Mac needed to be more forthcoming about the progress of its investigation into its accounting irregularities. The report was contrite in its discussions of the causes -- and potential implications -- of the company's latest problems. Among other things, Freddie Mac acknowledged that a review launched by its board had reached the preliminary conclusion that the company's actions didn't "meet standards" that are required of companies that register with the Securities and Exchange Commission. The review also noted that certain transactions and accounting policies were "implemented with a view to their effect on earnings," presumably to reduce volatility in profits. Translation: to smooth earnings.
Freddie Mac's chief financial officer, Martin Baumann, said the board's inquiry had found cases in which employees appeared knowingly to violate accounting rules in an effort to manage earnings, though they believed at the time their decisions were "immaterial." The company Tuesday fired one of its former controllers who was in charge of day-to-day accounting during some portion of the time covered by the restatement, and other employees involved in past accounting have moved to other departments or left the company.
An SEC spokesman declined to comment.
Unlike corporate scandals involving companies like WorldCom or Enron, the problems Freddie Mac has disclosed don't suggest the company was trying to inflate earnings or cover up massive financial problems. In particular, the company's restatement is expected to result in higher earnings for past periods, though it could reduce future earnings.
Yet the disclosures, while praised by corporate-governance specialists for providing a better sense of Freddie Mac's problems, strongly suggest the company was seeking to smooth the volatility of its earnings, perhaps to impress investors who prefer steady, predictable results. The disclosures also may raise the possibility that Freddie Mac could face sanctions from federal regulators. The SEC, the Office of Federal Housing Enterprise Oversight and the U.S. attorney in Alexandria, Va., have launched inquiries into the company following disclosures earlier this year that it would have to restate earnings for at least the past two years. The company ousted three of its top executives this month for failing to resolve the accounting problems in a timely manner.
Technically, Freddie Mac remains exempt from some SEC oversight because it hasn't registered with the agency, although it is in the process of doing so under pressure from critics. But Mr. Baumann says he believes the company is subject to SEC punishments if it is found that fraud was committed -- something he stressed is far from certain.
People familiar with the case added that the company could be charged with violating securities laws, because Freddie Mac reported earnings that included misleading information. The SEC has the right to charge any company for making misleading statements, even if the company didn't mean to deceive investors. The SEC often files civil charges against companies and individuals that haven't registered with the SEC but are accused of violating securities laws and defrauding investors.
Those concerns formed the backdrop as lawmakers debated oversight of the company and its larger cousin, Fannie Mae, at a hearing on Capitol Hill. Rep. Richard Baker, the Louisiana Republican who called the hearing, has proposed legislation to shift regulation of Fannie Mae and Freddie Mac to the Office of Thrift Supervision in the Treasury Department.
The hearing, featuring specialists from Washington and Wall Street, generally gave a boost to Mr. Baker's proposal. But doubts were emerging about some details. A few Republicans on Mr. Baker's committee expressed concern that changes could roil the housing market, one of the economy's few bright spots. However, Republicans and Democrats alike praised the idea of strengthening regulation of the companies, for instance by increasing and stabilizing the funding of its regulator. Rep. Michael Oxley, an Ohio Republican who heads the Financial Services Committee, made a special appearance to note that the current regulator, Office of Federal Housing Enterprise Oversight , "has appeared to be habitually slow to act and unable to predict" problems at Freddie Mac .
"OFHEO continues to fulfill its mission," a spokeswoman for the agency said. "We look forward to the opportunity to testify before Congress on the facts of this matter."
Mr. Baker, who said he intended to hold two more hearings this year, said he would write a letter to the company's regulator demanding the agency investigate whether Freddie Mac had violated its congressional charter by improperly concealing credit risk in one of the transactions it disclosed in its announcement.
A Freddie Mac spokesman said the company denies any violation of its charter.
Mr. Baker also said he would ask the congressional watchdog, the General Accounting Office, to look into the accounting of Freddie Mac and Fannie Mae. Mr. Baker cited concerns that Fannie Mae might not be as healthy as its books would make it appear. The companies are under pressure from falling interest rates, which encourage homeowners to refinance. That squeezes the companies' margins.
In a statement, Fannie Mae said it "fully complies with Generally Accepted Accounting Principles and with all SEC accounting, financial disclosure and presentation requirements, including the annual presentation of our fair value balance sheet."
Perhaps anticipating those kinds of complaints, Freddie Mac went to great lengths to reassure investors it has its accounting problems under control and that the latest issues don't jeopardize Freddie Mac's ability to keep buying mortgages.
"Our fundamentals remain exceptionally strong and the franchise remains safe and sound," Freddie Mac's new chairman, Shaun O'Malley, said in a conference call with investors. Investors seemed heartened. In 4 p.m. New York Stock Exchange composite trading Wednesday, Freddie Mac shares rose 80 cents to $50.83 each.
So far, much of the scrutiny on Freddie Mac's accounting has focused on the way the company accounted for its derivatives, or financial contracts whose values are tied to an underlying security, commodity, interest rate or currency. But the company outlined other issues as well.
Among other things, Freddie Mac said it had improperly sold securities that had been designated as "held to maturity" instruments. That designation is reserved for holdings that a company intends to retain for the duration of their stated lives. The benefit is that the holdings' periodic value fluctuations generally don't need to be tallied each quarter and reflected in shareholder-equity statements.
By selling some securities prematurely, Freddie Mac will be disqualified until 2004 from classifying as much as $260 billion of mortgage securities as held-to-maturity instruments. In the interim, Freddie Mac will have to reclassify them retroactively as "available for sale," with value fluctuations hitting its shareholder-equity statements.
Freddie Mac said it has increased the size of its accounting staff. It also said it will begin releasing financial statements that are computed on a fair-market-value basis each quarter rather than once a year as before and will eliminate the use of pro forma "operating" results from its periodic financial disclosures.
Freddie Mac可能曾少报收益45亿美元
联邦住房贷款抵押公司(Freddie Mac)称,由于对会计事务管理松懈,该公司曾少报了最多45亿美元的税后收益,这也是该公司首次承认其过去的一些会计和披露操作可能与联邦证券管理规定背道而驰。
这家政府资助的抵押贷款公司重新公布的业绩高于市场此前的预期。但是,该公司在随后发布的较为详尽的报告中称,由于“缺乏丰富的会计专业知识”及“内部控制和管理方面不够完善”,致使其少报了15亿-45亿美元的税后收益,合税前收益最多69亿美元。该公司称,需要等到第三财政季度完成重新审计之后,才能提供更为具体的数字。
该公司承认,公司董事会进行的一项调查显示初步认定,该公司的作法没有达到作为一家在美国证券交易委员会(Securities and Exchange Commission, 简称SEC)注册的公司应当履行的标准。
上述调查还指出,该公司进行的某些交易和执行的会计政策考虑到其对收益可能造成的影响,据认为是旨在减少公司利润出现较大波动,也就是保持收益方面的平稳。
SEC的发言人拒绝发表评论。