Dean L. Buntrock, Phillip B. Rooney, James E. Koenig, Thomas C. Hau, Herbert A. Getz, and Bruce D. Tobecksen

Defendants fraudulently manipulated the Company's financial results to meet predetermined earnings targets. The Company's revenues and profits were not growing fast enough to meet these targets, so defendants instead resorted to improperly eliminating and deferring current period expenses to inflate earnings. They employed a multitude of improper accounting practices to achieve this objective. Among other things, defendants

• avoided depreciation expenses on their garbage trucks by both assigning unsupported and inflated salvage values and extending their useful lives,
   
• assigned arbitrary salvage values to other assets that previously had no salvage value,
   
• failed to record expenses for decreases in the value of landfills as they were filled with waste,
   
• refused to record expenses necessary to write off the costs of unsuccessful and abandoned landfill development projects,
   
• established inflated environmental reserves (liabilities) in connection with acquisitions so that the excess reserves could be used to avoid recording unrelated operating expenses,
   
• improperly capitalized a variety of expenses, and
   
• failed to establish sufficient reserves (liabilities) to pay for income taxes and other expenses.

Defendants' improper accounting practices were centralized at corporate headquarters. Each year, Buntrock, Rooney, and others prepared an annual budget in which they set earnings targets for the upcoming year. During the year, they monitored the Company's actual operating results and compared them to the quarterly targets set in the budget. To reduce expenses and inflate earnings artificially, defendants then primarily used "top-level adjustments" to conform the Company's actual results to the predetermined earnings targets. The inflated earnings of prior periods then became the floor for future manipulations. The consequences, however, created what Hau referred to as a "one-off" problem. To sustain the scheme, earnings fraudulently achieved in one period had to be replaced in the next.

Defendants concealed their scheme in a variety of ways. They made false and misleading statements about the Company's accounting practices, financial condition, and future prospects in filings with the Commission, reports to shareholders, and press releases. They also used accounting manipulations known as "netting" and "geography" to make reported results appear better than they actually were and avoid scrutiny. Defendants used netting to eliminate approximately $490 million in current period operating expenses and accumulated prior period accounting misstatements by offsetting them against unrelated one-time gains on the sale or exchange of assets. They used geography entries to move tens of millions of dollars between various line items on the Company's income statement to, in Koenig's words, "make the financials look the way we want to show them."

Defendants were aided in their fraud by the Company's long-time auditor Arthur Andersen LLP ("Andersen"), which repeatedly issued unqualified audit reports on the Company's materially false and misleading annual financial statements. At the outset of the fraud, management capped Andersen's audit fees and advised the Andersen engagement partner that the firm could earn additional fees through "special work." Andersen nevertheless identified the Company's improper accounting practices and quantified much of the impact of those practices on the Company's financial statements. Andersen annually presented Company management with what it called Proposed Adjusting Journal Entries ("PAJEs") to correct errors that understated expenses and overstated earnings in the Company's financial statements.

Management consistently refused to make the adjustments called for by the PAJEs. Instead, defendants secretly entered into an agreement with Andersen fraudulently to write off the accumulated errors over periods of up to ten years and to change the underlying accounting practices, but to do so only in future periods. That signed, four-page agreement, known as the Summary of Action Steps (attached to the Commission's complaint), identified improper accounting practices that went to the core of the company's operations and prescribed thirty-two "must do" steps for the company to follow to change those practices. The Action Steps thus constituted an agreement between the company and its outside auditor to cover up past frauds by committing additional frauds in the future.

Defendants could not even comply with the Action Steps agreement. Writing off the errors and changing the underlying accounting practices as prescribed in the agreement would have prevented the company from meeting earnings targets and defendants from enriching themselves.

Defendants profited handsomely from their fraud. All of the defendants received performance-based bonuses based on the Company's inflated earnings, retained their high-paying jobs, and received stock options. Some also received enhanced retirement benefits based on the improper bonuses, and some received lucrative employment contracts. Buntrock, Rooney, and Koenig also avoided losses by cashing in their Waste Management stock while the fraud was ongoing. For example, just ten days before certain of the accounting irregularities first became public, Buntrock enriched himself with a tax benefit by donating inflated Company stock to his college alma mater to fund a building in his name.

Defendants' scheme eventually unraveled. In mid-July 1997, a new CEO ordered a review of the Company's accounting practices. That review ultimately led to the restatement of the Company's financial statements for 1992 through the third quarter of 1997. When the Company filed its restated financial statements in February 1998, the Company acknowledged that it had misstated its pre-tax earnings by approximately $1.7 billion. At the time, the restatement was the largest in corporate history.

As news of the Company's overstatement of earnings became public, Waste Management's shareholders (other than the defendants who sold Company stock and thus avoided losses) lost over $6 billion in the market value of their investments when the stock price plummeted by more than 33%.