Risk Management

Ex-CFO Admits Faking SEC Filings

United Rentals finance chief faces a long jail term for improperly reporting earnings from transactions in order to meet announced results.
Stephen TaubDecember 13, 2007

A former CFO of United Rentals pleaded guilty to making false filings with the Securities and Exchange Commission and could get up to 10 years in prison and a $22 million fine.

The ex-executive, Michael Nolan, also must pay restitution of about $11 million.

Despite his guilty plea in the criminal case, Nolan followed the usual strategy in civil cases by settling SEC fraud charges without admitting or denying guilt. He agreed to a permanent officer and director bar, and to disgorgement and prejudgment interest in amounts to be determined later.

According to U.S. attorney Kevin O’Connor, in December 2000 Nolan and others made transactions designed to falsely inflate United Rentals’ earnings that year and improperly accounting for a transaction as a minor sale leaseback.

“Nolan knew that the company was not permitted to recognize the revenue or profit that was booked as a result of this transaction,” O’Connor said. “Nevertheless, Nolan and others caused the company to proceed with fraudulently recognizing those revenues and the purported profit during that period.”

As a result of the fraud, United Rentals was able to meet the revised earnings that had been announced in a December 18, 2000, press release, and Nolan earned more than $11 million through stock sale, the government alleged.

In August 2005, a different former CEO, John Milne, was fired for not responding to questions in an SEC inquiry about the company’s accounting for equipment sale-leaseback transactions in 2000, 2001, and 2002. The company acknowledged errors in such accounting.

The company also restated results for 2000 through 2003 and the first nine months of 2004 to correct expense-booking problems related to its self-insurance reserve. And in 2005 it found a material weakness in its estimate of reserves for workers’ compensation claims.

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