Human Capital & Careers

Moody’s: Backdating is a Credit Risk

Moody's says it may lower ratings on companies that backdated stock option grants, even if the direct financial impact of those grants is not mater...
Marie LeoneJune 6, 2006

Backdating stock options could negatively affect a company’s credit rating, says a report issued Monday by Moody’s Investor Services. The report lists several credit risks associated with backdating, including financial and reputational risk, which figured into a ratings action announced last month that dropped the credit outlook for UnitedGroup from stable to negative.

Spawning the report was the growing number of investigations by the Securities and Exchange Commission and the Department of Justice into the timing of corporate stock option awards. In recent weeks, says Moody’s, at least 22 companies have been questioned by the government agencies about whether their backdated option awards provided undisclosed benefit to executives.

In general, government probes are being launched to determine whether the grants were backdated to a point shortly before the company announced good news, so option holders could capitalize on a lower market value. Although the practice is considered controversial by many investors, backdating is legal if disclosed in regulatory filings, allowed by the company’s own policies, and accounted for properly.

Six of the 22 companies named in the Moody’s report are rated by the agency. They are: Affiliated Computer Services, American Tower, Caremark Rx, Jabil Circuit, Juniper Networks, and UnitedHealth Group.

According to Jeffrey Benner, a Moody’s analyst and one of the report’s authors, backdating inquires could raise ratings questions about a company’s leadership, reputation, governance practices, and financial performance. For instance, the report points out that investigations into backdating have already led to leadership shakeups, as senior managers at several companies under investigation departed abruptly.

Also, the report explains that any wrongdoing the investigations uncover could soil a company’s reputation enough to affect a company’s standing with customers, employees, and investors. But evaluating reputation risk is “difficult,” contends the report, because it often takes a relatively long time for the effects on a company to become apparent.

For UnitedHealth, financial, reputational, and governance risk was underscored in Moody’s May 22 rating action announcement. Vice President and senior analyst Stephen Zaharuk wrote that the negative outlook reflects the “heightened uncertainty” surrounding the eventual outcome of investigations into backdating. The uncertainty, continued Zaharuk, was related to potential payment of regulatory fines, lawsuit settlements, and accounting restatements, and the “possible negative impact on the company’s business reputation and franchise.” He also added that “significant deficiency” in the controls associated with stock option plan administration and accounting “raises governance concerns.”

On the heels of announcing the SEC investigation, UnitedHealth disclosed on May 11, that it may need to restate earnings by as much as $286 million over the past three years.

Still, Moody’s stressed that, based on information in UnitedHealth’s recent SEC filings, it believes that any potential payouts resulting from backdating investigations would be immaterial to the company’s overall earnings or capital strength. Nevertheless, Moody’s added that United Health’s A2 rating would likely be lowered in the event that new, adverse material information came to light. Conversely, the rating outlook would likely be changed back to stable in the absence of a significant increase in the scope or intensity of the ongoing regulatory investigations, and if the financial and reputational impacts of the investigations are not material to UnitedHealth.