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Qwest's tangled web

Highly questionable deals involving fiber-optic lines helped bring the telco to the verge of bankruptcy. Qwest and auditor Arthur Andersen blame each other. Who should we believe?

Published October 12, 2002 at midnight

In 1996, U S West was a Baby Bell yearning to grow, and a partner company in Poland had an idea on how to import German electronic equipment without paying duty taxes.

Maybe the scheme would be fine, thought U S West internal auditor Tom Mehs. Then again, it might not.

He sought the advice of a man he greatly respected — Mark Iwan, partner-in-charge of the Poland office of accounting firm Arthur Andersen. Andersen audited some of U S West's overseas businesses.

"Tom," Mehs recalls Iwan saying, "if you told your grandmother about this plan, what would she think?"

"She would think it stinks," Mehs said.

"And she should. I call it the grandmother test," Iwan said.

The taxes were paid.

Six years later, Iwan finds himself the former lead auditor of Qwest, an Arthur Andersen client accused of far more than failing the grandmother test. The Denver telco is targeted in a criminal fraud inquiry by the U.S. attorney's office, an investigation by the Securities and Exchange Commission and numerous shareholder lawsuits.

All because of its accounting.

Qwest investors who thought they were buying into a company that led its industry in revenue growth now realize the numbers weren't quite what they seemed. The truth exacted a harsh price on Qwest stock: A company that was worth more than $50 billion in early 2000 is now worth about $3 billion. Shares that traded above $60 now hover near $2.

Under its new management, Qwest has wiped out $950 million of revenue from swaps of network capacity in 2000 and 2001 and is examining an additional $531 million in revenue from capacity sales. Yet it hasn't soothed the anger of investors, regulators and law enforcement officials.

Now that the stakes are so high, Qwest and Andersen are pointing fingers at each other.

At Qwest, officials, both old and new, say the company relied on Arthur Andersen's accounting advice. Their implication: Qwest went about its business, made its deals, and Andersen told the company's executives what the financial statements must say. Ergo, Andersen deserves a great deal of the blame.

On the contrary, say Andersen advocates: Qwest management is responsible for its numbers, and Andersen can't be blamed when Qwest employees hid side agreements that would have invalidated the revenue-boosting accounting. Iwan warned Qwest that its accounting policies bordered on being unacceptable, documents show.

The truth, ultimately, is that both bear responsibility. Qwest, as it is now known, was a company fully willing to employ the most aggressive accounting policies and theories — yet unwilling to tell investors what it was doing when it created its financial statements.

And in Andersen, Qwest picked an auditor that had transformed itself. Once the gold standard of conservative accounting, Andersen had evolved into a company that interpreted the rules to justify the rosiest financial statements possible for its clients.

They were perfect for each other.

The go-go era

The telecom industry was a place where borderline accounting flourished. Freshly deregulated, flush with capital, it defined the go-go era. Companies emerged to sell new services; they engaged in transactions unforeseen by accounting rules developed 10, 20 or even 50 years before.

Qwest, at its inception, did nothing but sell capacity on its high-speed data network. It went public in June 1997 at $22, rose 27 percent its first day, and kept going under the leadership of bold and brash CEO Joe Nacchio. (Two 2-for-1 splits make the $22 IPO price comparable today to $5.50).

Its high-flying stock allowed it first to acquire Virginia-based LCI International, a long-distance company, and, eventually, Denver's U S West, the local phone provider for 14 Western states. In the process, it became what a Qwest spokesman called a "unique blend of assets," a company too fast for stodgy phone companies like Atlanta's BellSouth or San Antonio's SBC Communications and with a broader range of products than companies like (now-bankrupt) Global Crossing or 360networks.

The key selling point for Qwest from day one, however, was revenue growth. The company placed sixth in Deloitte & Touche's Fast 50 Colorado technology companies in 1999 and 2000 with five-year growth rates of more than 3,000 percent. The year after it swallowed U S West in 2000, Qwest ranked second, with more than 7,000 percent growth.

Plaintiffs in a class-action suit against Qwest allege the company's accounting shenanigans began before the U S West merger, with the company booking tentative, unfinalized "flash" sales as fully earned revenue in its financial statements.

What Qwest clearly did from the beginning, though, was sell lengthy contracts to use its network capacity, known as "indefeasible rights of use," or IRUs. Once Qwest was a public company, obligated to release its financial results quarterly for the approval of Wall Street, the deals often occurred near the end of the quarter, sometimes on the last day.

Often, Qwest sold capacity to another telecommunications company, then bought a similar amount of network capacity from the same company. It was called a "contemporaneous transaction," but it looked like a swap of capacity. And since network capacity can be considered an income-generating asset, the deals had to pass accounting tests designed to keep companies from simply trading assets and claiming they were generating revenue and profits from the deal.

Virtually all telecommunications companies selling network capacity made these trades. The purpose, they said, was to fill in geographical gaps in their networks during the rush to be global providers of telecommunications services.

The companies also, however, closed swap deals at the last minute each quarter, helping make the revenue-growth and profit numbers that Wall Street was expecting.

Qwest was aided by an accounting practice that most companies abandoned in 2000: Rather than spread the revenue and profit from a network-capacity sale over the term of the lease — often 20 to 25 years — Qwest claimed it was selling and trading sales-type leases of capacity. That gave Qwest the ability to book, for example, 20 years of revenue right away. The practical effect of this policy was to book 80 times the revenue that a competitor would book on a 20-year lease.

Taken together, these deals and the accounting that followed helped Qwest post industry-leading growth. When Qwest released its second-quarter 2001 results on July 24, the company told investors that its sales for the three-month period grew 12.2 percent.

When the company disclosed its capacity sales nearly a month later, in an Aug. 14 SEC filing, investors found out that without the one-time deals, Qwest would instead have posted revenue growth of about 7 percent. Qwest stock, at $26 the day of the filing, never saw that price again. It closed Friday at $2.43.

A new specialty

Qwest initially used as its auditor KPMG, a firm employed by a number of companies Philip Anschutz controls. In June 1999,

KPMG resigned because its consulting division entered a joint venture with Qwest that would "effectively impair KPMG's independence," Qwest said in an SEC filing. KPMG and Qwest had no accounting disputes, the two said.

Qwest's board of directors hired Andersen; no reason was cited. By this time, Andersen was establishing itself as a leader in telecom accounting. Its clients included WorldCom, Global Crossing, Broomfield-based Level 3 Communications, FLAG Telecom Holdings and Genuity.

"They were aggressive," said a Denver telecom accountant who asked not to be identified. "They were creating a new specialty in Arthur Andersen in Denver in cable and telecommunications. And they aggressively went out and got the work."

Leading the charge was then-Denverite Mel Dick.

Dick, 49, a University of South Dakota graduate, led Andersen's national telecom accounting practice. The former audit partner for Level 3, Dick moved on to take the lead role on Andersen's work for WorldCom — an audit that missed more than $7 billion in allegedly fraudulent transactions.

Described by an accountant who worked with him as "really the sales guy," Dick was good at winning clients.

He was aided immensely by Andersen's prolific publishing of technical manuals and "white papers" that set out new accounting theories. Andersen, more than any other firm, set out not only to interpret existing rules but to establish new policy, accountants say.

Telecom was the best example.

Andersen published its first "white paper" on telecom accounting on Sept. 30, 1999. The white papers, like all Andersen publications, do not identify the authors, but the people most likely involved with the papers are Iwan, Dick and Rick Petersen, a partner in Andersen's Chicago headquarters.

Petersen and Iwan, who returned to Andersen's Denver office in 1998, were both members of Andersen's Professional Standards Group, the technical experts who solve the firm's toughest accounting questions. Iwan was also the primary author of Andersen's book Accounting For Leases — the main issue telcos faced as they booked revenue from capacity sales and swaps. Dick, as telecom practice leader, would likely have approved the issuance of the white papers.

Petersen and Iwan referred questions to a spokesman. Dick, now the chief financial officer of Idaho clothing retailer Coldwater Creek, denied authorship of the white papers before declining further comment.

"The white paper was not a blueprint for abuse of accounting rules," said Andersen spokesman Patrick Dorton. "When writing the white paper, we sought the input of the other Big Five accounting firms, the SEC staff, the FASB (Financial Accounting Standards Board) staff and members of the industry. This was a white paper widely in use across the profession, widely available and understood."

That doesn't mean other firms or the SEC endorsed it. And there is little evidence that other auditing firms advised their telecom clients to use Andersen's accounting views. (The accountants interviewed for this article requested anonymity.)

"Did they use (the white paper) to counsel clients? Yes," said a partner from another Big Five firm. "Did they universally embrace it? The answer would be 'no.' There was a disparity between what Andersen was counseling, at least with our firm, and, I think, the other firms, as well."

Andersen revised the white paper at least four times as new accounting bulletins and rules were issued by the Financial Accounting Standards Board, the main private-sector accounting rulemaker, and its offshoot, the Emerging Issues Task Force. Views of the SEC accounting division staff also came into play.

The first paper was prompted by an FASB interpretation that roiled telecom accounting. Until 1999, sellers of network capacity IRUs were treating them as equipment leases and recognizing revenue upfront. In a decision effective July 1, 1999, IRUs had to be treated as real estate leases instead — and a whole new set of accounting rules applied.

That first white paper wrestled with how to define which parts of an IRU were equipment and which were real estate. Does the seller of an IRU have to transfer the title to everything in order to book the revenue? What about network switching equipment? How do you give the buyer exclusive rights to network fiber that is "lit," or in use, as opposed to "dark" fiber? What if the seller doesn't actually own the land under the network conduit?

Andersen posed questions — and suggested answers. Qwest's accounting for IRU sales shows it believed it could meet the new standards and book the revenue upfront. Most of the other telcos, including some Andersen clients, decided they couldn't.

Pushing the limits

In 2000, Qwest was merging with U S West, closing the deal by June 30. And it was engaging, under Chief Financial Officer Robert Woodruff, in a wide range of accounting practices that were aggressive, if arguably in line with generally accepted accounting principles.

* Qwest had changed its method of accounting for its Dex directories in 1999, booking all the revenue when the directory was published, rather than month by month over the life of the phone book. In 2000, it took advantage of the policy by changing publication schedules on its Dex phone books — some were published early — so two years' worth of revenue appeared in 2000. Other book's lives were extended to 13 months, instead of 12, adding more revenue.

* Qwest increased the assumed rate of return on its pension plan from 8.8 percent to 9.4 percent. That meant Qwest could subtract expenses from its income statement, boosting reported profits without adding any cash to the coffers.

* Qwest was propping up its balance sheet by listing the value of an investment in a joint venture, KPNQwest, at $7.4 billion when the investment's market price was closer to $2 billion.

(KPNQwest was bankrupt in just over a year.)

Woodruff had been Qwest's CFO since 1994.

A former Coopers & Lybrand partner, he was part of the audit team that failed to detect the fraud at Longmont-based MiniScribe, a computer company whose employees shipped bricks packaged as disk drives, then added the fake revenue to the income statements. The court-approved settlement of $128 million was the largest in Colorado history.

(Woodruff did not return calls for this article.)

Qwest announced Feb. 28, 2001, that Woodruff was leaving the company in two days "as planned, to spend more time with his family." Robin Szeliga, who joined Qwest in 1998 from Tele-Communications Inc., was named interim CFO, then got the job permanently April 18.

Two months later, Qwest's accounting practices made headlines. And as much as Nacchio has tried, the headlines just keep appearing.

Analysts from Morgan Stanley produced a report June 20, 2001, that highlighted some of Qwest's accounting decisions and cut the rating on Qwest stock to "neutral" — effectively a "sell" rating. The analysts said Qwest was providing "a lack of visibility" by failing to clearly disclose its accounting practices to investors.

Nacchio publicly attacked Morgan Stanley, saying the the report's assertions were "inaccurate and unsupportable" and "hogwash."

"Innuendos on our integrity are not going to be tolerated, irrespective of who makes them," Nacchio said.

A number of Wall Street analysts leaped to Qwest's defense. But by August, when the IRU issue arose, investors were clearly bailing out. Qwest, which on July 20 had announced 12 percent revenue growth, disclosed Aug. 14 for the first time the level of its IRU sales: $430 million, or 8.2 percent of Qwest revenue in the second quarter of 2001.

Morgan Stanley issued a second report — which Nacchio also called "hogwash" — that without IRU revenue, Qwest's top line would have increased 7.5 percent, not the 12.2 percent Qwest reported. The analysts suggested Qwest's revenue growth was "unsustainable."

It was. Nacchio blamed the economy Sept. 10, 2001, when he announced 5,000 job cuts and lower earnings expectations. The next day, the terrorist attacks made recession inevitable.

In November, Nacchio signed a new four-year contract; Qwest gave him 7.25 million stock options worth $194 million if Qwest shares gained 10 percent annually. That day, in an interview with the News, he referred to the Morgan Stanley analysts as "not the sharpest knives in the drawer."

All the while, Qwest stock was sliding quickly. By December, the company had hired a New York crisis-management public relations firm to try to mend its strained relationship with Wall Street analysts.

Behind the scenes

While Qwest steadfastly maintained that all its financials adhered to generally accepted accounting principles, a different story was being played out behind the scenes.

Even the first edition of Andersen's white paper, in September 1999, refers to SEC staff "concerns" about the way telcos were handling their accounting.

In November 1999, Eric Casey, an SEC professional accounting fellow in charge of the commission's telecom views, had numerous questions about Andersen's theories. Casey aired them at a November 1999 roundtable for telecom CFOs.(Casey died in April.)

The concerns were presented in the second edition of Andersen's white paper, published in February 2000. It also said the SEC staff "tentatively had reached the view (in January 2000) that an IRU of lit fiber . . . is likely not a lease and that therefore upfront revenue recognition is not appropriate."

But Andersen also said in the white paper that SEC staff had not objected to the accounting of IRUs by another telco that was about to sell securities.

By November 2000, in its annual accounting-risk report to the Qwest board, Andersen's Iwan warned Qwest's audit committee that the SEC was "vigorously challenging" Qwest's view that its IRU sales were real estate leases whose revenues could be booked all once.

In October 2001, Iwan warned Qwest's audit committee that eight of the 19 Qwest accounting policies Andersen evaluated were "aggressive" and two — IRU swaps and the company's equipment sales — were close to "unacceptable." Many elements of Qwest's financial statements, including but not limited to the capacity sales, were "maximum risk."

Iwan's warnings fit with the picture that former associates, clients and competitors draw of him. A graduate of Case Western Reserve University, near Cleveland, Iwan was regarded as a brilliant technical accountant. He served as lead auditor not only for Qwest but also for Douglas County-based TeleTech Holdings and Boulder-based Conti Beef.

A TeleTech spokesman declined to comment, but a Denver accountant says the company was happy with Iwan. Conti Beef CEO John Rakestraw said his privately held company "owes to our shareholders the most accurate reporting possible, and I think that's what Andersen delivered us. We had a very good experience with (Iwan)."

Said a person knowledgeable about the Qwest situation: "I think what was going on was pressure from the client to do it. Find a way to make it happen. Find a way to make the rules let it happen."

This can be seen, the person said, in the different accounting for the same types of transactions at different Andersen-audited companies.

"That's why the accounting was different in various Mel Dick clients. It's what the client wanted. If the client wanted to do it differently and it didn't violate the rule, so be it."

When Andersen pleased clients, the payoff was big. In 2000 and 2001, Qwest paid the firm $2.45 million for its audits. As with many other clients like Enron, Andersen raked in even more bucks from consulting: Qwest paid $17.2 million over the two years in nonaudit fees.

The scandal spreads

By February 2002, an SEC investigation of bankrupt Global Crossing spread to Qwest, as the agency subpoenaed documents on the companies' capacity swaps. Nacchio continued to defend Qwest's accounting, but Wall Street was focusing on new details about the company's equipment sales. Qwest was booking hundreds of millions of dollars in revenue by selling telecom equipment to little-known customers.

Then, in March, the SEC ordered Qwest to turn over documents about its accounting for its IRU deals, telephone directory revenues and equipment sales. A week later, President Afshin Mohebbi testified before Congress as it investigated telecom accounting and the demise of Global Crossing. On April 4, Qwest said the SEC's inquiries had turned into a formal investigation.

By June 16, Nacchio was out. He was replaced by former Ameritech CEO Richard Notebaert, who within a month of his arrival learned that Qwest's accounting had turned into a criminal matter under investigation by the U.S. attorney's office.

Notebaert and his new CFO, Oren Shaffer, began the delicate task of defending Qwest without necessarily defending Qwest's accounting.

On July 29, the company said it had made $1.5 billion in accounting "errors," which Notebaert characterized as mostly "timing issues" or "clerical" problems. The company was reviewing its past policies with new auditor KPMG, hired when Andersen collapsed under the weight of the Enron debacle.

In an August interview with the News, Notebaert said Qwest's new management could not and would not reject the Andersen policies unless told to by the SEC or KPMG. "Look, it's not a matter of willing or unwilling. We don't vote. There's no choice. Your company does not set its accounting practices."

Also, Notebaert said, "(It) doesn't mean we did anything wrong by following the Andersen paper. We did exactly what we were told, most of the time."

With more congressional hearings on the way and the continuing civil and criminal investigations, the Notebaert-led Qwest shifted its positions.

Word leaked that Qwest told congressional staffers KPMG thought the company's IRU accounting was wrong. Qwest renounced its accounting for Dex revenues Aug. 16.

The SEC issued a retroactive crackdown on swap accounting, invalidating the theories that most telcos, including Global Crossing and Level 3, used to book revenue and profit from the deals. Because Qwest's swap accounting rested on a different technical argument, the SEC decision didn't directly apply. But most observers said it was a matter of time before Qwest would be forced to restate.

On Sept. 22, two days before another round of congressional hearings, Qwest wiped out $950 million in swap revenue. In addition, Qwest said it had "preliminarily concluded" that it shouldn't have booked revenue upfront from $531 million of IRU sales in 2000 and 2001.

An additional $1.32 billion of fiber-optic capacity sales prior to Qwest's merger with U S West in mid-2000 likely would have been subject to restatement, except that the revenues aren't reflected in post-merger statements.

The rejected financials were "based on accounting policies approved by its previous auditor Arthur Andersen," Qwest noted twice in its announcement.

Whether Andersen approved or not, though, Qwest failed to tell investors just what those policies were. That lack of disclosure might cause the company more problems than any accounting choice it made.

An accounting bulletin, issued by the SEC staff in December 1999, said, "Because revenue recognition generally involves some level of judgment, the staff believes that a registrant should always disclose its revenue recognition policy. If a company has different policies for different types of revenue transactions, including barter sales, the policy for each material type of transaction should be disclosed."

Regardless, Qwest was responsible for its accounting policies and disclosure, said Lynn Turner, the former chief accountant at the SEC. Turner, now director of the Center for Quality Financial Reporting at Colorado State University, declined to discuss specifics of the SEC's conversations with Qwest during his time at the agency.

But he said, "First and foremost it was Qwest's responsibility, not Andersen's, to get the numbers right. Andersen should be held accountable if an improper audit was done, but it is the executives and board at Qwest who should be disciplined if the numbers are wrong."

Out of control

If Qwest's earnings restatement was designed to take the heat off — which Qwest denies — it failed. Congressional testimony and supporting documents painted a picture of a company whose sales force, pushed by top executives like Mohebbi, was out of control, madly swapping IRUs at quarter-end and entering into little-documented side deals that clinched the sales and preserved the revenue-boosting accounting.

Szeliga, in her first months as CFO, discovered an e-mail sent from Mohebbi's account that alluded to a side agreement. After quizzing Mohebbi on it, Szeliga and Iwan went to the Qwest board's audit committee — and recommended that Qwest not wipe out the revenue and profits from the transaction.

Shaffer testified Qwest could not find any of the supporting documents that justified the $950 million in swap revenue. Essentially, Qwest used a novel theory developed with Arthur Andersen to justify booking revenue and profits — then failed to keep the paperwork that supported it, according to the company's new management.

Andersen backers find Shaffer's testimony hard to swallow, and one characterized the decision to restate the accounting as "smoke and mirrors."

An Andersen partisan notes the benefits to the Notebaert administration. New management now gets to book most of the $531 million in IRU sales in subsequent quarters, improving the bottom line without actually adding any cash to the company.

"I find it very curious that the current management has basically gotten a free pass," said an ex-Andersen auditor who asked not to be identified. "What they are proposing to do will actually help them with their debt covenants now and in the future. . . . I'm sure they are not feeling too bad about some of their plans for a restatement."

KPMG hired most of Andersen's audit staff in June, but it's unclear whether anyone who worked on Qwest for Andersen made the move.

KPMG declined to comment, but Notebaert says no one who audited for Andersen is auditing Qwest now.

Iwan is out of the auditing business, spending time at his Golden home with his wife and three children. He, like others, is waiting to see what happens.

"I think what you're going to find out is that there might not have been a violation of the letter of the law," said a person close to Iwan who asked not to be identified. "But there's very definitely a violation of the spirit of the law."

Another source familiar with Iwan's thinking said, "Was the accounting aggressive? Probably. But was it acceptable? Yes."

By punishing Qwest stock, the markets have a different view. And Nacchio, Woodruff, Szeliga — and their Andersen accountants — will soon learn what prosecutors decide.

Terms of the trade

* IRU: Indefeasible rights of use. A contract to use network capacity. Qwest sold IRUs to several other companies.

* Contemporan-eous transaction: A swap in which Qwest sold network capacity to another company, and bought a similar amount from the same company.

* Generally accepted accounting principles: The accounting world's overall guidelines. Qwest's accounting on some of its swaps pushed the envelope of these principles.

The players

* Mel Dick, above, former global managing partner of Arthur Andersen's technology, media and communications practice. As such, he set Andersen's telecommunications policies. Also partner responsible for WorldCom's 2001 audit. Testified in front of Congress that he had no ''inkling'' that WorldCom management had improperly transferred expenses to capital accounts. Dick, 49, joined Coldwater Creek, an Idaho clothing retailer, as chief financial officer in June 2002.

* Mark Iwan, Arthur Andersen's former lead audit partner for Qwest accounting. Primary author of Accounting for Leases, the main issue telecommmunication companies faced in deciding how to book revenue from network capacity sales and swaps. Iwan, 45, warned the Qwest board audit committee in November 2000 that the Securities and Exchange Commission was ''vigorously challenging'' Qwest's view that it could book revenue all at once.

* Rick Petersen, former partner at Arthur Andersen's Chicago headquarters. Credited as the primary author of the infamous white papers that suggested ways that capacity sales could be booked upfront.

* Joseph Nacchio, above, Qwest chief executive from 1997-June 2002. Repeatedly defended Qwest's aggressive accounting practices. Nacchio, 52, testified last week that Qwest relied heavily on Arthur Andersen for advice.

* Robert Woodruff, Qwest chief financial officer from 1994-February 2001 when Denver telco engaged in many aggressive accounting practices. Woodruff, 53, previously was part of a Coopers & Lybrand audit team that failed to detect accounting fraud at Longmont-based MiniScribe, a company whose employees once shipped bricks packaged as disc drives to pad revenue.

* Robin Szeliga, Qwest chief financial officer from February 2001 to June 2002. Raised red flags about disclosure of swap deals in May 2001 and the side agreements and verbal commitments in August 2001. Said she raised concerns about specific transactions to former Chief Executive Joseph Nacchio in fall 2001, but Nacchio testified that he didn't recall the conversation. Szeliga, 41, is still an executive vice president in finance at Qwest.

* Mark Schumacher, former Qwest controller. Raised red flag about the secret side agreements on the capacity swap deals around mid-2001 to then-CFO Robin Szeliga. Schumacher, 44, now is senior vice president and corporate controller at Archstone-Smith, a Colorado-based apartment owner, developer and operator.

Recent Arthur Andersen scandals

* Baptist Foundation of Arizona: Arthur Andersen has promised $217 million to victims of a church-sponsored real estate scheme. Suits claimed the auditing firm ignored fraudulent activity. About 10,000 investors lost an estimated $550 million in the 1999 collapse of the nonprofit foundation. Final details pending.

* Enron: Andersen was convicted in June 2002 for obstructing an investigation into Enron's accounting, including $1 billion of losses hidden in off-the-book partnerships.

* Global Crossing: Fiber-optic company audited by Andersen is under investigation for allegedly entering into capacity swaps with Qwest and others to inflate revenue and prop up stock.

* Sunbeam: Andersen agreed last year to pay $110 million to Sunbeam shareholders to settle a lawsuit alleging that the audit firm helped the appliance maker inflate profits in 1997-1998. The Justice Department has a pending criminal investigation.

* Waste Management: Andersen agreed in June 2001 to pay a $7 million civil fine to settle SEC charges that the audit firm ''knowingly or recklessly'' approved false and misleading reports that inflated Waste Management's earnings by more than $1 billion between 1993 and 1996.

* WorldCom: Andersen failed in its auditing to detect more than $7 billion in accounting discrepancies.

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