Beruflich Dokumente
Kultur Dokumente
Bill Bufkins
Recalling Enrons repeating theme Why? Why? Why? from its television
commercials not so long ago, the focus of this study will be to review Enrons financial
statements to answer the important questions concerning what surely is the most publicized
corporate collapse and business scandal in history. Because, as opaque and impenetrable as
Enrons financial statements have been characterized, they do provide very clear, obvious, in
your face data that illustrates major disconnects from reality. The business media and
investment banker tainted Wall Street analysts were in denial over Enrons financial
fundamentals, which just didnt add up, regardless of how much debt was hidden in special
purpose entities.
Early in 2001, shortly after Jeff Skilling was promoted to President & CEO of Enron,
perceptive analysts and business reporters were already questioning some of these obvious
This study is a basic review of published financial statements and the important financial
measures and ratios that are linked to key value drivers that are used by analysts to develop stock
valuations. Organizational and compensation issues, as well as key events will also be used to
shed light on why things happened the way they did. Certainly, inescapable corporate
governance themes and government regulation issues will be raised throughout this paper. Many
comparisons will be made with peer companies in the energy industry to highlight Enrons
The year 2001, the first year of the 21st century, ushered in two of the most bizarre events
of Hegelian world-historical proportions: the September 11th Al Qaeda attacks on the World
dominated front page and television news for months on end. Both events represented a
civilizational wake-up call for the United States, the Western world and the new Bush
administration. Although smaller in scale than the bombing of Pearl Harbor and the 1929 stock
market crash, these events ushered in a new and perplexing era. The tech stock and dot.com
market collapse had already ushered in a new period of bewildering economic uncertainty
decline as investors and employees with 401ks saw their life savings vanish.
Then came Enron, propped up by the media as one of the worlds innovative and admired
companies, struck an iceberg and sank like the Titanic. Fortune magazine had characterized
Enron in August, 2000 as one of the 10 stocks to last the decade... that should put your
retirement account in good stead and protect you from those recurring nightmares about stocks
Enron and the Titanic had many similarities; both were inherently flawed structurally and
managerially. The Titanics inferior hull riveting was as fragile as Enrons byzantine, complex,
house of cards off balance sheet financing, mark-to-market accounting, and booking
unrealized profits infrastructure. Like the Titanics inadequate number of lifeboats and reckless
decision to race through iceberg infested waters to beat a Transatlantic crossing record, Enron
obsessively and compulsively clawed its way to the top of the Fortune 500 list by pushing the
Enrons cryptic financial statements and increasingly arrogant investor relations style
ultimately revealed a byzantine, complex accounting infrastructure and flawed business model
designed to obfuscate the inherent weakness of its financial underpinnings. The resulting
massive accounting scandal and implosion that Sherron Watkins predicted came true. In the end,
1
David Ryneck, 10 Stocks to Last the Decade, Fortune Magazine, August 14, 2000.
by reckless pressure to become something it wasnt number 7 on the Fortune 500 list bigger
Like the Titanic, the human tragedy is all too well known a devastating loss for Enron
employees and shareholders as Enron stock plunged to less than a dollar, with collateral damage
extending to firms such as Dynegy, Reliant Energy, El Paso and Williams who modeled
themselves in various degrees after Enron, and the McKinsey consulting firm approach. Last but
not least, the accounting profession received their wake-up call with the collapse of Arthur
Andersen, the worlds preeminent public accounting firm, who was supposed to assure that
Enrons accounting practices and financial statements conformed to GAAP and SEC regulations,
The tale does not end with Arthur Andersen, since deal hungry Wall Street investment
bankers contributed their fair share to dishonest analyst recommendations with regard to Enrons
stock. Commercial bankers such as Citibank and JP Morgan Chase also contributed to
The combined visionary thought leadership of Enrons Ken Lay and Jeff Skilling enabled
them to mastermind the deregulation of natural gas and electric power industry, and build a
company that ultimately raised Lay and Skillings status as innovators to near Jack Welch
levels. Had Enron, thought leader of energy deregulation, and preeminent as the dominant
player in energy trading, become a reich" that would last 1000 years? At the least, Enron had
the makings of the right stuff to make it into a sequel of Collins and Porras celebrated opus
entered into a steep decline. When Skilling inexplicably resigned in August, 2001, this was the
ill omen that started the dramatic slide of Enron stock to $33 a share, down from a high of $83.
As Professor Bala Dharan stated in his testimony to Congress, How could this tragedy
have happened while the companys management, board of directors and outside auditors were
But Enron did make it to the top 10 of the Fortune 500, displacing such preeminent
corporate giants as General Electric, Citibank and ChevronTexaco. Enron was indeed one of the
fastest growing companies in the world, increasing in revenue size by 942% from $13.3 billion
in 1996 to $138.7 billion in 2001. This hyper-growth attracted a lot of Wall Street attention,
propelling Enron into the ranks the most innovative, admired companies of the fin de siecle.4
The following chart provides shows Enrons growth, driven by Skillings trading operation.
$160.0
$138.7
$140.0
$120.0
$100.8
$ in Billions
$100.0
$80.0
$60.0
$40.1
$40.0 $31.3
$20.3
$20.0 $13.3
$0.0
1996 1997 1998 1999 2000 2001
2
James C. Collins and Jerry I. Porras, Built to Last: Successful Habits of Visionary Companies, 1994.
3
Bala Dharan, Enrons Accounting Issues - What Can We Learn to Prevent Future Enrons, Presentation to the
U.S. House of Representatives Committee on Energy and Commerce, February 6, 2002.
4
Nicholas Stein, The Worlds Most Admired Companies, Fortune, October 2, 2000.
energy industry and all global corporations. Notice that Enron is placed squarely in the middle
of the four supermajors Enron is larger than Royal Dutch/Shell and ChevronTexaco, but
BP (4-Global) 174.2
$0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200
$Billions
Fortunes Global 500 in the following chart. In this list, Enron is already larger than such
behemoths as Citigroup, Toyota, General Electric and DaimlerChrysler proof enough that the
time had come when Ken Lays Napoleonic vision of being the worlds leading company (not
$200.0 191.6
174.2 177.3
162.4
Billions
$50.0
$0.0
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Revenues are a measure that carries a lot of weight because it is an indicator of success
and economic size, in the same way GNP determines the stature of a nation state. Revenue size
is extremely important for the prestige of the company, its influence in the marketplace, its
ability to command the attention and respect of the media, investors, customers, banks, Wall
Street, and the most talented employees from Ivy League business schools. Revenue size also
can help leverage a companys image in terms of branding as well as the political influence and
Enrons financial statements are however, revealing in many ways. At first glance, it
might seem that Enron was on an extended merger and acquisition binge, especially since several
large mega-mergers had taken place in the energy industry, i.e. ExxonMobil, BP Amoco,
ChevronTexaco, ConocoPhillips, etc. No, Enron was not growing on this scale by acquisition. It
One of the central accounting issues with regard to Enrons, and other similar companies
company to book revenue based on the total amount of an entire transaction that includes the
entire cost of the gas or electricity being sold, rather than the fees charged for simply brokering a
deal or sale, like a brokerage firm. This phenomena of generally accepted FASB accounting
revenues. mark-to-market accounting also allows companies to book the present value of a long-
term 10 or 20 year deal as revenues, which includes unrealized gains or losses. Since there are
often no quoted prices, it is difficult to calculate a valuation, so companies are free to develop
and use discretionary methods based on their own assumptions and methods.5 In the case of
Enron, under the extreme pressure to beat earnings estimates, it is no wonder revenues grew the
way they did, especially since incentive plans were based on the hypothetical total net present
value of the deal, not the actual cash flow that would result from the deal. It is easy to see from
the above income statement on the Cost of Goods Sold line that the larger Enrons revenues
became, especially in 2000 and 2001, Cost of Goods Sold became proportionally larger and
5
C. William Thomas, The Rise and Fall of Enron; when a Company Looks too Good to be True, it Usually Is,
Journal of Accountancy, April, 2002.
revenues to a proper size, it would not even be perhaps a $10-15 billion company. Of course,
Jeff Skilling knew this, which is why he was instrumental in converting his Enron Gas Services
group to mark-to-market accounting in 1992 with the approval of the SEC, 9 months after he was
hired. With the SEC approval in place, Enron became the first company outside the financial
services industry to use mark-to-market accounting. This event marks an early turning point,
since it was the beginning of a change in focus to revenue growth, rather than cash flow and
profitability, sewing the seeds of Enrons decline and fall. It was also the genesis of the
acceleration of the transformation of Enron to a trading and financial deal-making company and
Enrons stock peaked at $90.56 in August 2000 as revenues were on their way to the
$100 billion mark by year end. In reality, Enron was not as large or a profitable as it claimed. In
a New York Times article, How 287 Turned Into 7: Lessons in Fuzzy Math,7 reporter Gretchen
Morgenson describes Enron, as the master of obfuscation in its financial statements in which
the accounting envelope was pushed beyond the absolute limits of reality using mark-to-market
accounting. The article states that if Enron had used accounting methods that brokerage houses
use in recording fees made on each trade, Enrons revenues would have been $6.3 billion,
entitling it to number 287 on the Fortune 500, between Campbell Soup and Automatic Data
Processing.
6
Robert Bryce, Ibid, p. 64-68.
7
Gretchen Morgenson, How 287 Turned Into 7: Lessons in Fuzzy Math, New York Times, January 20, 2002.
Goods sold is merely subtracted from the operating revenue, as indicated in the table below.
In making the same Fortune 500 comparison for 2001, we would find Enron at number
342 on the list, between Ryder Systems and CNF. This would result in Enron dropping from
number 287 to 342 on the list. How can this happen when Enron supposedly grew another 38%
in Operating Revenues in the first 9 months of 2001, which moved it up to number 5 on the real
Fortune 500? As the above table, indicates for 2001, although Operating Revenues increased
38%, Cost of Goods Sold increased 42%, reducing the gross margin between Operating
Revenues and Cost of Goods Sold, resulting in a decline of $1.32 billion, from $6.272 billion to
$4.956 billion. When looking at this row of numbers since 1998, it would appear that Real
Revenues steadily increased from 1998 to 2000. Since the year 2001 reflects only 9 months of
data, it would appear that the $4.956 billion is consistent with the 1998 2001 values. In fact
prorating the $4.956 billion by adding a hypothetical 4th quarter, would result in approximately
$6.6 billion, which is very close to the $6.3 billion for 2000. To provide some additional
perspective on this, it is useful to compare Enrons business unit data to show that the NYT
As the chart indicates, Enrons Transportation and Distribution unit, with only 2.9% of
revenues is clearly the most profitable from an operating income perspective at 19.1%.
Wholesale, with 94.2% of Enrons revenues, is generating only 1.8% operating income.
This illustrates that the inflated revenues of Wholesale, the Enron trading operation, are
and 20 year deals as revenues for one year, bogus round-trip trades and circuitous,
manipulative deals made during the California energy crisis, distort the picture even more.
This phenomena is not limited to just Enron. The ascendancy of other energy companies
with substantive trading operations has propelled several companies over the last several years
rose from relative obscurity on the Fortune list to members of the elite top 20, steamrolling past
peer companies Reliant and Dynegy, and corporate giants such as Home Depot, Bank of
America, Boeing and AT&T. Reliant also surpassed SBC Communications and Dynegy grew
larger than Procter & Gamble. The basis of this hyper-growth, again, can be attributed to the
dollar value size of energy trading volume, and various degrees of accounting alchemy.
As Enrons grand strategy continued to unfold, by the end of the year 2000 perceptive
analysts and journalists began to dig deeper into Enrons opaque and impenetrable financial
statements, and asking questions that irritated Jeff Skilling in no uncertain terms. The celebrated
incident where Skill berated an analyst (calling him an asshole) during a conference call for
asking for a balance sheet, was another signal that did not go unnoticed, which led to a
deterioration of Enrons once cozy relationship with Wall Street8. Enron was also attracting
attention by a growing number of skeptics, who just didnt see the profitability numbers adding
As Enrons stock was on its way to reaching its high of $90 in late 2000, it appears as if
the investment community was still snowed by the level of media hype and market euphoria
surrounding Enrons triumphant ascendancy in size, stature and political influence. But Wall
Street Journal writer Jonathon Weil9 had broken open a story about Enron and other energy
marketers in the wake of the California energy crisis, who were artificially boosting their profits
by reporting unrealized, non-cash gains on long-term energy deals. Hedge fund manager Jim
Chanos of Kynikos Associates was among the first to take note of this, and took the bold step of
shorting Enron stock in November 2000. Chanos had also passed this information along to
8
Bethany McLean, Enrons Power Crisis, Fortune, September 17, 2001.
9
Jonathan Laing, The Bear That Roared, Barrons, January 28,2002.
Overpriced?10 An analyst report came out in February from John S. Herold, Inc., in which Lou
Gagliardi and John Parry observed that Enrons trading profits had been steadily declining from
6.5% in 1995 to 2.7% by 200011. The question of earnings multiples was raised by these
analysts. Why should Enron be trading at 55 times earnings when Duke Energy and Goldman
Sachs were trading in the 20-22 times earnings? Indeed, at an analyst conference in February,
2001, Jeff Skilling proclaimed that Enron should be trading at $126, not at its current $73.
Enrons net income grew from $584 million in 1996 to $979 million in 2000, an average
of 16.9% per year. Net income declined to $225 million for the first three quarters of 2001. The
chart below indicates how miniscule Enrons profits were relative to revenues.
150 138.7
125
100.8
100
75
50 40.1
31.3
25
1.4 0.7 0.8 0.9 2.0 1.0 0.3 0.2
0
1998 1999 2000 2001
10
Paul M. Healy and Krishna Palepu, Governance & Intermediation Problems in Capital Markets: Evidence from
the Fall of Enron, Harvard NOM Research Paper No. 02-27, August, 2002.
11
Robert Bryce, Pipe Dreams: Greed, Ego and the Death of Enron, August, 2002, p. 249-50.
Enron grew from $13.3 to 100.8 billion in revenues, profitability (net income) did not grow at
Yet, maintaining a 15% average earnings growth rate would probably satisfy most Wall Street
analysts a sustained 15% earnings growth rate has been a long standing benchmark for high
performing companies.
revenues. Enron now occupies second place on the list, in which it catapulted itself over Royal
Enron and El Paso are the least profitable companies at 2/10ths of a percent, which places them
both below the 10th percentile on the list. El Paso had the second highest increase in revenues,
while also having the highest decrease in profits. But Enron also had the second highest
decrease in profits, a negative 77%. So how can companies like Enron and El Paso record large
American Electric Power and Reliant Energy whose revenues increased by 347% and 58%
Duke, for example, is the most profitable of the energy traders, with a 3.2% profit margin
and was the only energy trader to report profits of $1.9 billion, placing it at the 44th percentile.
Duke was also the highest energy trader in return on assets (ROA) at 3.9%, while Enron again
was among the lowest at 4/10ths of a percent. Duke had the highest Return on Equity (ROE) for
energy traders at 15.0, while Enron was number 20 out of 21 on the list with ROE at 2.3%. Even
in the year 2000, when Enron reported its highest earnings, Lay and Skilling only managed to
In terms of profitability compared to peer companies at similar revenue levels, i.e. Royal
Dutch/Shell earned $10.9 billion, 8% of its revenues compared to Enrons $225 million in 2001
How Wall Street and the media could have remotely put Enron in the same league as
these companies is mystifying. Citing Enron as the largest bankruptcy in history because of its
accounting were instrumental in creating this grand illusion. The practice of booking multi-year
year deals and unrealized gains up front, we now know is behind the alchemy of Enrons growth.
If we take a closer look at assets, we find that Enrons esoteric high revving deal-making
engine appeared to have a lot of horsepower, but not a lot of torque to generate profits. If we
look at the peer companies, Royal Dutch/Shell has similar revenues but 75.6% more in assets
than Enron, and produced $10.8 billion in profits. Duke, with 28% less in assets than Enron
chart seems to indicate that the companies with the higher assets are also are generating higher
Revenues per employee is another measure that puts Enrons financial metrics into
perspective. The following table provides a snapshot of comparisons. We see that Enron
generated one of the highest ratios of revenue per employee, at an astounding $6.7 million per
employee. But when it comes to profits, we see Enron generating only $10,922 per employee,
As we can also discern from the above table, Enron was third from the bottom of the list in
profitability, e.g. net income, per employee, but was the obvious outlier when it came to
Clearly, as the previous table indicates, the companies with substantial energy trading
revenues seem to be generating very high multiples of revenues per employee, primarily from
the mark-to-market accounting effect. Enron, of course, was known for selling, buying and
important for the perception of market share, which also contributed to inflated revenues.12
The price to earnings ratio is another key indicator used by analysts and investors to
case, the Herold firm analysts thought Enrons stock should have been trading at the 20-22 price
earnings multiple range, which is where Goldman Sachs, Merrill Lynch and Duke Energy were
140 $126
120
100 $85
$73
80 $61
60 $49
$37
40 $24
20
0
20 30 40 50 60 70 103
Price/Earnings Ratio
Note: $126 share price w as Jeff Skilling's prediction to analysts m ade in January, 2001
w hen Enron w as trading at $82 per share. $24 share price based on P/E Ratio of 20 w as
contrarian analysts' valuation
Indeed, if Jeff Skillings pronouncement ever came true that Enron should have been
valued at $126, that would have meant a price earnings ratio of 103, where some of the high
flying tech stocks like Nortel and Sun Microsystems were trading during before the tech bubble
burst.
12
Loren Fox, Enron: The Rise & Fall, August, 2002, p. 222.
Enron had a cash flow problem. Not only was it apparent that Enron was not generating earnings
in sufficient quantity that an analyst or investor might expect from its revenues, but it was
continually running on the lean side of cash flow. Hence, Enron required considerable financing
In taking a closer look at Enrons cash flow statements, we can see that Free Cash Flow from
operating activities from 1997 - 2001 was negative every year except in 2000, when Enrons
revenues more than doubled, increasing from $40 billion to 101 billion which generated more
than twice as much operating income as well. But Enron had been going through a lot of cash
since 1997.
In reformulating Enrons cash flow statements using the highly regarded Columbia
Operations from Cash Flow from Operations clearly shows that the resulting Free (net) Cash
Flow from Operating Activities results in consistently negative numbers, with the exception of
13
Stephen Penman, Financial Statement Analysis & Security Valuation, 2001, p. 313.
e.g. cash flows bottom line is negative 3 out of the 5 years between 1996 2001, as the
following graph illustrates requiring massive inflows of cash from financing to offset the net
3000
2456
2266
1849 1880
2000
1086
1000 571
331 515
$ Millions
141 177
0
-86 -59
(190) -239
-1000
-2000
(1935)
(2119)
(2325) (2279)
-3000
1996 1997 1998 1999 2000 2001
Free Cash Flow from -190 -1935 -2325 -2279 515 -2119
Operating Activities
Cash Used in Financing 331 1849 2266 2456 571 1880
Activities
Free Cash Flow to Equity 141 -86 -59 177 1086 -239
Against cumulative sales of $101 billion in 2000 and $138.7 billion in the first three
quarters of 2001, this is an amazingly small amount of cash, stated Robert F. McCullough, an
authority on the electric utility industry, who testified before Congress. Although Enron was
reporting growing profits (net income), the cash flow statements show clear evidence of a cash
squeeze last year. McCullough also points out that although Enron reported $4.8 billion in Cash
customers by Enron because of the escalation in energy prices money in the sum of $2.35
Enrons operating income margins had been declining also, from 5% of revenue to 2%,
which ultimately caught the attention of hedge fund manager Jim Chanos of Kynikos. No one
could explain how Enron actually made money...not only was Enron surprisingly unprofitable,
but its cash flow from operations seemed to bear little resemblance to reported earnings.15
Another reason Enrons cash flow and operating margins were declining from 1997
onward was due to the departure of Rich Kinder, President & COO for seven years and Ken
Lays right hand man, who had a reputation for being a strict financial manager. It was Kinder
who actually ran Enron. He was the bottom line manager who ran a tight ship, controlled
expenditures and provided a much need structure of discipline, demanding that his managers
meet cash flow targets as well as profit objectives16. Kinder also added very little debt to the
balance sheet during his tenure. Many have attributed Enrons demise to the departure of
Kinder, who subsequently founded the successful company, Kinder Morgan Energy Partners,
Skilling, a former McKinsey partner and the master strategist who created Enrons
trading business, replaced Kinder as President & COO in 1997, which ushered in a new era of
rapid growth, that ultimately unwound the rigorous financial discipline and controls of the
Kinder administration, particularly in the areas of cash flow and debt management.
Kinder and Lay balanced and complemented each other perfectly. The soft-spoken Lay
played the David Rockefeller-like statesman role as Chairman & CEO and networked with
14
Gretchen Morgenson, Ibid.
15
Bethany McLean, Why Enron Went Bust Fortune, December 24, 2001.
16
Bryce, Ibid, p. 132-34.
effectively manage the brass tacks of Enrons increasingly complex global portfolio of
businesses and finances, with Skilling assuming the role of COO in 1997, Lay and the Board
After four years as COO, Skilling was promoted to President & CEO in early 2001. Lay
had a visionary master strategist and new economy architect who was worthy of the CEO role.
Certainly, there was speculation that Lay would perhaps play a role in the Bush Administration
at some point.
Enrons cash problems in the post-Kinder era were also exacerbated by the phenomenal
hiring growth, increasing from 7,500 employees in 1996, Kinders last year, to 20,600 in 2000.
Needless to say, the multiplication of the number of employees was driven by the continuous
expansion of trading operations. And of course, every time a trader booked a power plant deal,
gas or electric power trade, mark-to-market accounting was used to book huge revenues and
profits, although there would be no immediate inflow of cash. And because of the incentive
plans, it was in the interest of the trader to inflate the value of a deal to the maximum, since his
cash bonus was based on the booked value of the deal. As the internal competitive pressure to
make deals heightened, more and more traders and deal makers went after bad deals, which
ultimately would not bring in the cash flow or profits. Skilling, with Lays and the boards
approval, also went on a capital spending spree, spending $3.8 billion in 1997 with the
acquisition of Portland General Electric and investments in Guam, India, Turkey, Puerto Rico,
Italy, Britain, Poland and Brazil17. All total, Enron spent $16.3 billion on investments from 1996
- 2001, of which 64% or $10.5 was for capital expenditures, and $5.8 billion was for equity
investments.
17
Robert Bryce, Ibid, p. 134-136.
Kinder made everybody accountable for every penny...but when Skilling came in there
The above statement can be verified by seeing the progression of various line items in the
cash flow statement and balance sheet. From 1996 to 1998 cash in the treasury declined from
$256 million to $111 million, a decrease of 57%. Operating income also plummeted from $690
million to $15 million from 1996 to 1997, a 98% decrease and Net Income decreased from $584
$14.0 13.0
11.5
$12.0 10.2
9.6 9.6
$10.0 8.2
Billions
7.4 7.0
$8.0 6.3
5.6
$6.0
3.3 3.7 3.2
$4.0 2.2 2.7 2.5
2.0 1.9
$2.0
$0.0
1996 1997 1998 1999 2000 2001
As the above graph indicates, from 1996 to 1998 total debt increased from $3.35 billion
to $7.4 billion, an increase of 121%. But by September 30, 2001, Enrons debt had mushroomed
to $13 billion on the balance sheet, not counting debt hidden in Special Purpose Entities (SPEs).
Interest payments more than doubled from 1996 to 1997, increasing from $294 to 607 million,
and then increased 303% from $607 million to $1.84 billion between 1997 and 2000. By
18
Bryce, Ibid.
equity declined by a total $1.9 billion primarily due to the termination of controversial outside
The following chart displays Enrons Debt to Equity ratio, indicating that long term debt
climbed from 90% to 121% of shareholders equity in Skillings first year as COO, and then
subsequently declined, which shows the cumulative effect of off balance sheet financing over
this period.
140.0%
121.1%
Shareholders' Equity
% of Debt relative to
120.0%
100.0% 90.0% 85.7%
80.0% 72.6% 71.7% 68.2%
60.0%
40.0%
20.0%
0.0%
1996 1997 1998 1999 2000 2001
DEBT TO EQUITY
The debt ratio was very important because of the obvious need to maintain favorable investment
grade credit ratings on long-term debt from the Moodys and Standard & Poors agencies. In
1998 Andrew Fastow was appointed to the position of Chief Financial Officer by Skilling in
March of 199820, and the debt ratio started declining immediately as Fastow set up a transaction
19
Bethany McLean, Ken, Lay Your Cards on the Table, Fortune, November 12, 2001.
20
Arthur L. Berkowitz, Enron: A Professionals Guide to the Events, Ethical Issues and Proposed Reforms, 2002, p.
6.
purpose entity (SPE), which would move some $600 million off the balance sheet.21
Enrons shareholders also suffered a large decline in retained earnings and shareholders
equity when Enron announced that it was restating its earnings for a 4 year period spanning
1997 through 2001. The October 16, 2001 press release that announced a $1.01 billion charge to
earnings and in a $1.2 billion reduction in shareholders equity. The restatement also resulted in
another $591 million in losses over 4 years as well as an additional $628 million in liabilities as
of the end of 2000. To top it off one analyst report stated that Enron had burned through $5
On October 22 Enron announced that the SEC was investigating its related party
transactions between Enron and partnerships set up by Andrew Fastow. Enron stock sunk to less
that $10 a share, down from $83 a share in February when Skilling made the pronouncement that
Enrons stock should be selling for $126 a share. Enron had just struck the iceberg. On
November 9th, the Dynegy-Enron merger plan was announced by Chuck Watson, with a visibly
shaken, sad sack Ken Lay standing off to the side. By November 28 the deal was off due to
Enrons lack of full disclosure of its off-balance sheet debt burden and anemic cash flow. On
November 30th Enrons stern was already out of the water, high up in the air, like the Titanic, as
Executive Compensation
There is a direct correlation with the revenue size of a company and the value of
terms of revenues on the Fortune 500, peer company comparisons are made by executive
21
William Powers, Raymond Troubh and Herbert Winokur, Powers Report (Report of Investigation by the Special
Investigative Committee of the Board of Directors of Enron Corp). February 2002., p.6.
22
C. William Thomas, Ibid, p. 7.
board of directors to present competitive pay data and recommend pay levels for the direct pay
components, including base salaries, annual cash bonuses, and stock based long-term
incentives such as stock options and restricted stock awards. For example, the typical total cash
compensation (base salary plus cash bonus, excluding stock based awards) for a CEO of a $10
billion company is $1.85 million. For a $25 billion company, total cash jumps to $2.4 million
and for a $100 billion company, total cash at the 50th percentile is $3.5 million. However, total
opportunities to acquire wealth than the short-term cash compensation portion. The median (50th
percentile) total compensation is an incredible $4.1 million for companies in the $2.5 -5 billion
revenue size (average: $3.6 billion). In the $5-10 billion range (average: $7.3 billion), total
compensation jumps to $5.8 million. For companies over $10 billion (average: $30.6 billion)
Ken Lay for example had a base salary of $1.3 million and received a $7 million bonus in
2000, for total cash compensation of $8.3 million, which would put him 137% above the 50th
percentile for a $100 billion company since Enron had already attained $101 billion in revenues.
This extraordinary amount relative to the market would have been due to the perception of
company performance by the board of directors, since revenues climbed from $40 to 101 billion,
and profits increased 10% to $979 million. Ken Lay also sold 408,000 shares through the
exercise of options at prices ranging from $81 to $43 per share of Enron stock as it started its
decline from the winter of 2000 through July, 2001. Jeff Skilling sold 1.75 million shares before
he inexplicably resigned in August, 2001. Needless to say, Lay, Skilling and others made scores
revenue size. The chart divides the compensation package into three separate components: base
salary, annual cash incentive and long-term incentives. As you can see, at the CEO level, the
long-term incentives portion represents the greatest values, which are dependent on the size of
stock option grants and restricted stock awards, and ultimately the stock price.
45,000,000
40,000,000
35,000,000
Total Compensation
30,000,000
25,000,000 32,759,484
20,000,000
29,019,377
15,000,000 21,556,483
10,000,000 12,227,866
7,563,558
5,000,000 4,764,973 7,381,000
1,767,400 1,976,900
803,400 1,105,000 1,399,900
1,0 4 2 ,2 0 0 1,2 7 6 ,2 0 0 1,4 8 7 ,6 0 0 1,7 3 4 ,0 0 0 1,8 6 7 ,9 0 0 1,3 0 0 ,0 0 0
-
10 25 50 100 140 Ken Lay
Revenues in $Billions
Lays base salary is more than one half million lower than the average salary for a $140 billion
company, however, the $7.4 million cash bonus he received is more than triple the average
award. The prevailing practice for a multiple of base salary for annual cash incentive payments
is close to 100% of base salary CEOs of larger (profitable) companies, which are usually based
base salary, which is a very high payout for a company that was not generating huge profits and
cash flows compared to other high performing companies with much stronger cash flow and
balance sheets.
The obvious downside to stock based compensation is when the stock price falls below
the exercise price of stock options. As the chart below indicates, it is no wonder that insider
trading activity became widespread as Enrons stock declined during 2001. Enrons last stock
option grant to executives was made at a strike price of $83.00 per share.
$90.00
$82.00
$80.00
73.09
$70.00
$60.00 $60.00
53.05
$50.00 $48.78
$40.00 40.25
$35.00
$30.00
$26.05
$20.00 $16.41
$10.00 $9.06
$4.71
$0.00 $0.40
Stock Price
Clearly, as Professor Bala Dharan stated in his address to Congress, the Enron meltdown
was the result of a massive failure of corporate control, governance, an unparalleled breakdown
of checks and balances, and the grand failure its business strategy. Lay, Skilling and the Enron
board also made a preposterous number of bad business decisions throughout the company,
including Dabhol, Azurix, and Broadband. Enron was burdened with dozens of failing
investments and assets hidden in special purpose entities, whose viability and existence
system24 and a destructive forced ranking performance management system that fostered extreme
self-interest and greed and an extreme short-term focus that damaged teamwork and information
sharing. It also encouraged deception and the compulsion to make any kind of deal that could be
booked with fabricated numbers that would prop up the price of Enron stock and assure that the
deal-maker would hit targets in order to receive a large cash bonus. Indeed, the heavy use of
stock options was facilitated by the fact that they do not affect earnings or cash flow. Options
overwhelmed by the game of meeting, exceeding and fueling Wall Streets exaggerated quarter-
to-quarter expectations.
Enron was just one corporation who played the game well for a time, but simply pushed
the envelope too far. In pushing the envelope too far, the unprecedented Enron media spectacle
magnified the conflicts of interest with Wall Street analysts, investment bankers, commercial
23
Bala Dharan, Ibid.
24
Healy and Palepu, Ibid., p.15.
inextricably linked forces and processes have been set in motion to improve corporate
governance and strengthen government regulation that is critical for the effective functioning of
market intermediaries.25 The personnel change initiatives that have been made in the Bush
Administration to replace the SEC chairman, the chairman of the accounting oversight board,
Council of Economic Advisors and Treasury Secretary will hopefully will prove to be positive
There is no doubt that the wide ranging, dysfunctional organizational behavior aspects of
Enrons inherently malignant culture and ethical value system, along with the decadence of Wall
Street and the Accounting profession, created an unacceptable state of unhealthiness with regard
to our economic and governance institutions. The resulting breakdown of standards, best
practices, checks and balances has gone a long way to damage investor confidence. Correcting
these massive conflicts of interest will require a sustained infusion of change management,
We can only hope that some truly constructive reforms can be accomplished in the near
future that would put an end to the unwarranted, unethical use of mark-to-market accounting and
analysts from their investment banker counterparts, and deceptive off balance sheet financing
practices using special purpose entities and disguised loans used to hide debt must also rectified
and eliminated.
Ultimately, the Enron debacle will hopefully provide many opportunities for government
agencies, legislators, jurists, universities and public policy research organizations to develop
innovative and sound solutions to address the full civilizational scope of these problems.
25
Healy and Palepu, Ibid., p. 38-40
Berkowitz, Arthur L., Enron: A Professionals Guide to the Events, Ethical Issues, and
Proposed Reforms, CCH, 2002.
Bryce, Robert, Pipe Dreams: Greed, Ego and the Death of Enron, Public Affairs, 2002.
Dharan, Bala G., Enrons Accounting Issues What Can We Learn to Prevent Future Enrons,
Testimony before U.S. House Energy and Commerce Committees Hearings on Enron
Accounting, February 6, 2002. (www.energycommerce.house.gov)
Dharan, Bala G., Financial Engineering with Special Purpose Entities, June, 2002 (revised).
Fox, Loren, Enron: The Rise and Fall, Wiley, August, 2002.
Healy, Paul and Palepu, Krishna, Governance and Intermediation Problems in Capital Markets:
Evidence from the Fall of Enron, Harvard NOM Research Paper, August, 2002.
Thomas, C. William, The Rise and Fall of Enron; When a Company Looks Too Good to Be
True, It Usually Is, Journal of Accountancy, April, 2002.
McLean, Bethany, Ken, Lay Your Cards on the Table, Fortune, November 12 ,2001.
Morgenson, Gretchen, How 287 Turned Into 7: Lessons in Fuzzy Math, New York Times,
January 20, 2002.
Powers, William; Troubh, Raymond and Winokur, Herbert, Report of Investigation by the
Special Investigative Committee of the Enron Board of Directors, February 1, 2002.
Whisenant, Scott, Lecture on Enron Financial Ratios, Class Lecture at the Bauer College of
Business; University of Houston, October, 2002.