Please do not quote without author’s permission. Comments welcomed
alrapp@san.rr.com
The Economics of Short-Term Performance Obsession
Alfred Rappaport*
September 16, 2004 Version
My thanks to Martha Amram, Jack Bogle, Bruce Johnson, David Larcker,
Marty Leibowitz, Michael Mauboussin, Larry Siegel, Shyam Sunder, Allan
Timmerman, Jack Treynor, and Linda Vincent for helpful discussions and
comments.
* Leonard Spacek Professor Emeritus, Kellogg Graduate School of
Management, Northwestern University
1
Abstract
According to economic theory discounted cash flows set prices in all wellfunctioning capital markets. In practice, investment managers attach
substantial weight to short-term performance, particularly earnings, to select
stocks. Analysts fixate on quarterly earnings while often neglecting the
longer-term drivers of shareholder value. Corporate executives point to the
behavior of the investment community to rationalize their own obsession
with short-term accounting earnings. The fascination with earnings is not
surprising. Investment managers fear that failure to achieve acceptable
performance relative to a target benchmark might lead to large fund
withdrawals and ultimately their dismissal. Consequently, they focus on
short-term stock price performance (which they believe is strongly influence
by quarterly earnings) and on controlling tracking error. CEOs and other
senior corporate executives concerned with their reputations and the
company’s stock price focus on publicly reported short-term performance
measures, particularly earnings. Short-termism is the disease and earnings
and tracking error the carriers.
The earnings accrual process estimates future cash flows from existing, but
incomplete, contracts between the company and its customers (receivables,
product warranties, unrealized gains or losses on long-term sales contracts),
employees (defined-benefit pension plans and other postretirement benefits,
stock options), suppliers (payables), and government (taxes, environmental
obligations). The estimated present value of these accrual estimates
typically represents less than 5 percent of the stock price and astute analysts
view these estimates with understandable caution. Since the overwhelming
majority of a company’s value depends on cash flows from future sales and
purchase contracts, analysts must go beyond the current financials to find the
preponderance of a company’s value.
The paper goes on to examine whether stock prices are likely to be
allocatively efficient when short-term earnings, tracking error, and a host of
non-economic criteria dominate investment decisions. The question then
arises whether investment managers who identify stocks they believe to be
mispriced on a discounted cash-flow basis can earn excess returns. The
answer depends on two basic factors that shape returns: the size of the
estimated mispricing and the time it takes for the stock price to converge
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toward the target value. Underlying these factors lurks the ever-present risk
that new information will trigger unfavorable price changes.
Corporate executives observe the high turnover in shares and the investment
community’s obsession with earnings and often conclude that operating the
company for the long-term is not rewarded by higher stock prices. They
therefore exploit the discretion allowed in calculating earnings and forego or
delay value-creating investments in order to meet quarterly earnings
expectations. Both of these activities compromise shareholder value. The
paper clarifies why maximizing long-term cash flow, even in an earningsdominated market, is the most effective means of creating value for
continuing shareholders.
The final section charts a course for alleviating the obsession with short-term
performance and improving allocative efficiency. Recommended initiatives
are outlined for corporate performance reporting, investment manager
incentives, and corporate executive incentives.
3
THE ECONOMICS OF SHORT-TERM PERFORMANCE OBSESSION
A company’s value depends upon its long-term ability to generate
cash to fund value-creating growth and pay dividends to its shareholders.
Even so, investment managers commonly base their stock selections on
short-term earnings and portfolio tracking error rather than discounted cash
flow--the standard for valuing financial assets in well-functioning capital
markets. Financial analysts fixate on quarterly earnings at the expense of
fundamental research. Corporate executives, in turn, point to the behavior of
the investment community to rationalize their own obsession with earnings.
Short-termism is the disease--earnings and tracking error are the carriers.
This gap between theory and practice prompts four basic questions:
 Why do investment managers focus on quarterly earnings?
 Can stock prices be allocatively efficient when short-term
earnings and tracking error dominate investment decisions?
 Can investment managers earn excess returns if they buy and
sell stocks they believe the market has mispriced on a
discounted cash-flow basis?
 Is corporate management’s focus on short-term earnings selfserving or also in the best interests of its shareholders?
These questions, which are addressed in the first four sections of the
paper, focus on why investment and corporate managers are obsessed with
short-term performance and the implications for allocative efficiency in
capital and corporate markets. The final section presents a three-pronged
program--improving corporate performance reporting, incentives for
investment managers, and incentives for corporate managers—for reducing
short-term performance obsession.
Why Do Investment Managers Focus on Quarterly Earnings?
The limitations of earnings
The accountant’s bottom line neither approximates a company’s value
nor its change in value over the reporting period. Nor was it ever intended
to. Valuation is the investor’s job, not the purpose of financial reporting.1
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Earnings are relevant to valuation to the extent they help investors and
analysts estimate the magnitude, timing, and uncertainty of future cash
flows. But two factors severely limit the usefulness of earnings for
forecasting cash flows.
First, companies manage earnings because they have considerable
latitude in estimating the amount and timing of accruals such as for
restructuring, employee pension costs, stock option grants and sometimes
even revenue. Second, and much more significant, accruals deal with only a
small fraction of the cash flows investors need to value stocks. This critical
but generally ignored limitation calls for a brief explanation.
Earnings are an amalgam of facts (realized cash flows) and
assumptions about future outcomes (accruals). The cash-flow portion of
earnings consists of the cash a company receives for current-period sales
minus the cash it disburses to suppliers and employees for products and
services used during the period. Revenue and expense accruals (excluding
arbitrary depreciation and amortization charges) reflect the company’s
estimates of subsequent-period cash receipts and payments that will arise
from current-period sales and purchase transactions, respectively. Contracts
between the company and its customers (receivables, unrealized gains or
losses on long-term sales contracts, product warranties), employees
(defined-benefit pension plans and other postretirement benefits, stock
options), suppliers (payables), and government (taxes, environmental
obligations) govern the amounts that companies record.
The crucial point is that accruals encompass only existing, incomplete
contracts while the overwhelming majority of a company’s value derives
from cash flows attributable to future sales and purchase contracts. The
estimated present value of existing contracts typically account for less than 5
percent of a company’s share price and astute analysts view that amount
with understandable caution given management’s considerable latitude in
establishing accrual amounts.2
Not only do revenue and expense accruals convey information about a
relatively small fraction of a company’s cash flow value, the earnings figure
which combines realized cash flows and uncertain accruals masks even this
limited information. For example, a positive earnings surprise does not
necessarily signal an increase in value. Companies can boost their earnings
without creating value not only with accounting shenanigans, but also by
value-destroying underinvestment which investors can’t easily detect.
Additionally, shareholder value increases only if a company earns a rate of
return on its new investments that is greater than its cost of capital.
Earnings, on the other hand, can increase not only when a company is
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investing at above its cost of capital, but also when it is investing below its
cost of capital.
To find the preponderance of a company’s value analysts must go
beyond financial statements. To evaluate the sustainability and potential
growth of sales and cash flow, they must weigh factors such as industry
market growth potential, the company’s competitive position, the likely
behavior of competitors, technological change, and quality of management.
The appeal of earnings
The fascination with quarterly earnings is not all that puzzling. In
fact, it might be perfectly rational in a market dominated by agents
responsible for other peoples’ money but also looking out for their own
interests.
Most investment professionals recognize that discounted cash-flow is
the appropriate model for valuing financial assets including equities. But
they believe that estimating distant cash flows is too time-consuming, costly,
and speculative. Because they have much less information about a
company’s operations and prospects than insiders do, investors tend to attach
substantial weight to short-term performance. Short-term performance is
particularly significant for younger companies, where expectations about
future growth are much more sensitive to current performance than for
companies with established operating histories. Earnings-based decision
making also frees investment managers and analysts from having to develop
longer-term cash-flow forecasts.
CEOs and other senior corporate executives concerned with their
reputations and the company’s stock price also focus on publicly reported
short-term performance measures, particularly earnings. As a consequence,
investment and corporate managers have a mutually-reinforcing obsession
with short-term performance, and earnings the most widely accepted metric.
Why else are investors and corporate managers so fixated on
earnings? Sizeable stock price responses to earnings surprises suggest that
it’s short-term earnings rather than long-term cash-flow prospects that fuel
prices. But it’s not clear whether prices respond mechanically to earnings
announcements, to new information about longer-term prospects conveyed
by components of earnings, to both or to neither.3 What is clear is that
portfolio managers who were able to accurately and consistently forecast
year-ahead earnings could have earned extraordinary returns.
Hagin4 examines the annual percent changes in earnings and annual
shareholder returns for 800 widely-traded companies over the twenty-five
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year period from 1977 to 2002. With remarkable consistency companies
with the worst annual earnings changes have the worst returns and those
with the best earnings changes have the best annual returns. Companies in
the bottom quintile of annual earnings changes have a -15.2% average
annual return below the average for all companies, while companies in the
top quintile yielded an average annual excess return of 11.6%.
It’s easy for investors who observe sizeable price responses to
earnings surprises to conclude that it is better to employ “irrational” earnings
analysis than the “rational” discounted cash-flow model, which they view as
theoretically valid but practically disconnected from expected returns.
When there is greater risk in going against the market’s apparent pricing
model than there is reward, it’s best to join the market. The cumulative
effect of this thinking becomes a self-fulfilling prophecy.
The final factor that appears to favor short-term earnings over longterm cash flows is the relatively short holding period for stocks. The annual
portfolio turnover in professionally-managed funds is now greater than 100
percent for an average holding period of less than a year. The average
holding period was about seven years until the mid-1960s.5 The shorter the
holding period the more the beliefs of others, rather than long-term
fundamentals, become central to investment decisions. High turnover sets
the stage for short-term earnings-based decision making or momentummotivated trading that is not even concerned with earnings. Welcome to
Keynes’ beauty contest.
Short-horizon investors expect to derive substantially all of their
proceeds from selling shares at the end of their investment horizon and very
little from cash dividends. With dividend yields averaging about 2 percent
and assuming a one-year horizon, about 98 percent of total cash proceeds
can be expected to come from selling shares. Without a dividend or cashflow anchor short-horizon investors focus on forming an expectation about
the end-of-horizon selling price. This expectation however depends on the
impossible task of assessing the expectations of countless other investors
with varying investment horizons and then backward inducting to price.
Faced with this impossible task and under pressure to show acceptable shortterm performance, investment managers turn to past and expected short-term
metrics, particularly earnings, to project end-of horizon prices.6
Contrary to those who believe that stocks are priced on a company’s
short-term outlook, most stocks require more than ten years of valuecreating cash flows to justify their price. Therefore, knowingly or
unknowingly short-horizon investors make bets on prices that reflect longterm company prospects.
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Can Stock Prices Be Allocatively Efficient When Short-term Earnings
and Tracking Error Dominate Investment Decisions?
The last section presented the reasons for the popularity of earnings.
This section reviews the major models investors use for their buy and sell
decisions. The purpose is to assess the relative efficiency of stock prices in
allocating capital to companies with the most promising economic prospects.
Misallocation of capital, whether by the equity market or by corporate
executives, takes a toll on economic growth and shortchanges everyone,
including investors, employees, and consumers.
Informational and fundamental efficiency
Behavioral economists distinguish between informational efficiency
and fundamental efficiency.7 In an informationally efficient, or no “freelunch,” market stock prices fully reflect all relevant information thus
preventing investors from earning excess returns using available
information. As evidence of informational efficiency, researchers point to
the notable scarcity of investment strategies or professional money managers
that outperform the market over long time periods.
But how can we reconcile the enormous amounts spent on investment
research with an informationally efficient market?8 Grossman and Stiglitz
argue that prices cannot perfectly reflect available information.9 Since
research is costly, investors who expend resources to obtain information
expect to receive some compensation in the form of excess returns. This
logic holds in a world of economically rational individuals who invest their
own funds--a world of principals without agents.
In the existing agent-dominated market, however, it is perfectly
rational for active fund managers to incur costs, even when they face very
long odds of achieving excess returns, as long as fund shareholders, not
managers, bear the costs. The result is what I call “subsidized informational
efficiency.” This sets on its head the conventional wisdom that
informational efficiency depends on market participants disbelieving it.
Paradoxically, active investment managers contribute to informational
efficiency not by maximizing long-term returns but by closely tracking their
benchmarks thereby constraining their ability to outperform the benchmarks.
Stock prices reflect information relevant to the models investors
employ. Investment managers have little incentive to pursue private
information that contributes to more allocatively-efficient prices unless such
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information is also relevant to their decision models. In other words, active
managers can produce an informationally-efficient market without
necessarily making it highly allocatively-efficient.
How does fundamental efficiency differ from informational
efficiency? In an informationally efficient market there are no free lunches,
in a fundamentally efficient market “prices are right.” Fundamental
efficiency is not an empirically refutable hypothesis because in a sea of
uncertainty and heterogeneous beliefs, the right price is indeterminate.
Black10 defines “an efficient market as one in which price is within a factor
of two of value, i.e., the price is more than half of value and less than twice
value.” But even this definition, with its permissive range for efficiency, is
not operational as long as we can’t know the right price.
The spectrum of beliefs that exists not only about prospective cash
flows, but also about the other essential determinant of value, the discount
rate, exacerbates the trouble with fundamental efficiency. Benartzi and
Thaler propose that the surprisingly large equity premiums over the past
century are due to the combination of loss aversion (individuals are about
twice as sensitive to losses as similar-sized gains) and the tendency of
investors to evaluate their portfolios frequently, thereby behaving as if their
investment time horizons are short.11 If Benartzi and Thaler are correct,
investors with longer horizons using a lower discount rate would place
higher values on stocks than investors with shorter horizons.
The right price for a stock is not only unknowable today, we cannot
determine it at a later date because future prices will not be based on today’s
information, but on revised information. When market observers contend
that stocks were mispriced in the past, they typically exhibit hindsight bias
by relying on information that only became available subsequent to the
alleged mispricing. The many event studies conducted since the late 1960s
address the informational efficiency of stock price changes rather than the
fundamental efficiency of stock price levels. No surprise here since tests of
fundamental efficiency necessarily presuppose the implausible—knowledge
of the right price. In sum, prices are neither right nor wrong, there are only
transacting investors who are betting they are wrong.
Allocative efficiency
The most basic function of capital markets is to allocate scarce
resources to firms with the most promising long-term prospects. Perfect
resource allocation, like its equivalent fundamental efficiency, is impossible
because it too assumes flawless foresight. Allocative efficiency, or how well
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market prices allocate resources, depends on the skills of informed buyers
and sellers with competing estimates of discounted cash-flow values.
Reasonable estimates of value require not only the use of an economically
sound model but also well-conceived inputs not burdened by common
behavioral pitfalls such as overconfidence and anchoring.
Treynor distinguishes “between ideas whose implications are
obvious” and those “that require reflection, judgment, and special expertise
for their evaluation and are the only meaningful basis for long-term
investing.”12 The long-term economic implications of company
announcements about events such as major acquisitions, FDA approval of a
drug, the appointment of a new CEO, or a government anti-trust action are
highly uncertain at announcement date. Increased trading volume and price
volatility signal that there are wide differences of opinion about the
significance of the news.
The always uncertain future affords the most prescient investors
opportunities to earn excess returns by betting against current market prices.
Their competitive advantage lies in their superior ability to correctly
anticipate the longer-term valuation implications of currently available
information before others. In other words, there’s no free lunch, but there
are occasional early-bird specials for the most skillful investors.
This nearly informationally-efficient market dominated by investors
who employ sound valuation models, will be difficult to attain in an
environment largely populated by agents with imperfectly aligned
incentives. This becomes evident by examining the pervasive use of nonDCF models.
Non-DCF models
The quarterly performance of mutual fund and pension fund managers
is evaluated relative to a benchmark like the Standard & Poor’s 500 Index as
well as relative to peers. Understandably, given such an evaluation
structure, investment managers focus on short-term relative performance and
are hypersensitive to tracking error. “Closet indexers” prefer the safety of
performing acceptably close to the index to the more personally risky
strategy of trying to maximize long-run returns. They argue that failure to
achieve acceptable benchmark performance in the short run could lead to
large fund withdrawals and their dismissal. Under no circumstances do
investment managers want to be “wrong and alone.”
Managers constrain their chances of outperforming their benchmarks
when their portfolios closely mimic the weightings of their benchmark
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indexes. If prices are in fact driven by short-term earnings, then meanvariance portfolio optimization which depends on price data reinforces the
influence of earnings.
Some investment managers select stocks based on near-term investor
sentiment and play the earnings expectations game. The components that
make up earnings can convey information, but those who fixate on the
bottom line are chasing a largely value-irrelevant signal.
In the search for mispriced stocks, investment managers employ
fundamental analysis which allegedly takes a long-term view of the
company’s prospects. However, because forecasting cash flows is
considered too speculative and costly, much of what is known today as
fundamental analysis entails the use of shortcut metrics like price/earnings,
price/sales, and price/book multiples that sidestep direct forecasts.
Investment managers also frequently employ computer models that
incorporate a variety of metrics and screening devices to select stocks.
The P/E multiple is by far the investment community’s most widely
used investment yardstick. Instead of comparing the stock price with its
discounted cash-flow value, the P/E ratio compares price with the past year’s
reported earnings or next year’s estimated earnings. The dangers of drawing
conclusions from a noisy, one-year earnings figure are well documented.
Additionally, P/E multiples ignore risk and the resulting differences in
discount rates.13
While conceding these shortcomings, analysts still attempt to identify
investment opportunities by comparing P/E multiples of companies within
the same industry by taking into account differences that warrant higher or
lower multiples. Such relative valuation makes no effort to independently
estimate the absolute value of stocks and thereby makes no direct
contribution to allocatively-efficient prices.14 The pervasive use of relative
valuation for selecting stocks among portfolio managers comes as no
surprise since their performance is measured relative to a market index and
competing funds.
Technical analysis, on the other hand, makes no pretense of being
concerned with company fundamentals or prospective cash flows. Instead, it
studies patterns of stock price movements and volume in search of profitable
buy and sell signals.
Index funds are another important and growing segment of the market
that makes no independent contribution to allocatively-efficient prices since
indexing requires no valuation. Equity index funds now represent about 15
percent of all equity fund assets in the mutual fund industry.
11
Restrictions on short-selling are a barrier to allocatively-efficient
prices because they limit the ability of pessimistic, would-be short-sellers to
reflect their opinions in prices. The restrictions, however, would only affect
allocative efficiency if would-be short-sellers employ discounted cash-flow
analysis.
Finally, there are investors who do not base their decisions on
expected returns. In the words, of Fama and French15 they treat equity
investments as “consumption goods.” Examples include socially responsible
funds, employees who hold large undiversified positions in their employer’s
stock to demonstrate loyalty, and investors who enjoy holding growth stocks
and dislike distressed (value) stocks.
The pervasiveness of short-termism and non-DCF models makes it
difficult to conclude that prices are allocatively-efficient. If non-DCF
managers of institutional funds dominate market activity, how likely is it
that prices are set by buyers and sellers who employ DCF? Who then are the
guardians of allocative efficiency? All the same, it’s prudent not to dismiss
the possibility that the aggregation of many investors with diverse decision
rules and information sets can somehow discover allocatively-efficient
prices in an Adam Smith invisible-hand type fashion.16
The wisdom of collectives
A complete discussion of allocatively-efficient prices must consider
the documented ability of groups to estimate current and predict future
states. Mauboussin17 presents an example of each. In a 1907 Nature article,
“Vox Populi” Francis Galton documents the results of a contest he
conducted for 787 participants to guess the weight of an ox. The median
guess was within 0.8 percent of the correct weight of 1,198 pounds and the
mean of the guesses was within 0.01 percent. The distribution of the guesses
shows that errors cancel out and lead to the extraordinarily accurate result.
The result has been replicated many times since Galton including Jack
Treynor’s oft-cited number-of-jellybeans-in-a-jar experiments.18
While Galton’s contestants estimate a current state, prediction markets
like the Iowa Electronic Markets (IEM) forecast future states. IEM traders
buy or sell futures “contracts” based on their predictions about an upcoming
election. Since 1988, IEM has been more accurate than national polls 75
percent of the time, with an average prediction error of 1.37 percent versus
2.0-2.5 percent for polls.
Some believe an analogous process takes place in the stock market. I
am far less confident of invisible-hand assertions in the presence of the
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visible hands of earnings- and benchmark-obsessed investors. To
understand why, consider some important differences between Galton and
IEM and the stock market.
The results in all three settings depend on aggregation of information
by individuals who are motivated to be “right.” While Galton and IEM
contestants address a one-time outcome, stock prices are continuously
changing and have no predictable endpoint. Furthermore, current prices are
themselves a source of information and hence can influence subsequent
stock prices. What participants are estimating is unambiguous in the case of
Galton and IEM, but far less obvious in the case of stock market pricing.
The stock market aggregates information, but it’s just not obvious that it’s
the information needed to discover allocatively-efficient prices.
While partially-informed groups can make surprisingly wise
collective choices, they are also capable of making costly errors. When
participants act independently their “errors” cancel out, but when herding
behavior prevails the wisdom of collectives collapses and markets tend
toward excesses. During fast-rising markets it’s called “momentum
investing” sometimes leading to a bubble and in sharply declining markets
it’s called “panic”.
Can Investment Managers Earn Excess Returns If They Buy and Sell
Stocks They Believe the Market Has Mispriced on a DCF Basis?
The efficient markets literature assumes that when stock prices
diverge from informed estimates of discounted cash-flow values,
arbitrageurs buy or sell to bring prices back into line. More recently,
behavioral economists have argued that arbitrage is risky and costly, thereby
severely limiting the opportunity to exploit mispricings.
Barberis and Thaler specify three factors that limit arbitrage—
fundamental risk, noise trader risk, and implementation costs.19 They
illustrate fundamental risk with the following example. Suppose an investor
buys Ford shares after excessively pessimistic traders drive its price well
below her best estimate of fundamental value. She faces the risk that bad
news will drive Ford stock down even further. She can hedge this risk by
shorting General Motors when she purchases Ford shares. While this
protects the arbitrageur from bad news for the industry, it still exposes her to
Ford-specific surprises such as what occurred with the Firestone tire debacle.
Finally, there is also the possibility that the imperfect substitute security,
General Motors in this case, may be similarly mispriced.
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Noise trader risk materializes when traders become even more
pessimistic, driving Ford shares to fall even further. Noise traders buy and
sell without reference to news that might affect the fundamental value of a
stock. Arbitrageurs may therefore be forced to liquidate their positions
prematurely. Short sellers can actually help fuel bubbles. They offer a
safety net to holders of a bubble stock because short sellers are forced to buy
shares back if the price rises sufficiently, thus ending up playing the “greater
fool.” In brief, noise may cause prices to diverge from value, but it is
difficult to arbitrage the gap.
Barberis and Thaler include identifying mispricings, trading
commissions, bid-ask spreads, market impact costs, short-sale fees and
constraints as costs that make arbitrage less attractive. Not surprisingly,
professional arbitrage such as that conducted by hedge funds is concentrated
in the bond and foreign exchange markets where investors can estimate
value with greater confidence than in the stock market.
If arbitrage is not feasible, then investors seeking to exploit
mispricings must trade on their ability to translate available information into
better estimates of value than the current price. This process is also risky
and costly.
If short-term earnings information dominates stock price changes,
why should long-term investors base their decisions on a company’s cashflow prospects? The simple answer is that stock prices ultimately depend on
a company’s ability to generate cash flow. As Peter Bernstein points out,
while art collectors can only hope that other collectors will step up in the
future to justify today’s purchase price, owners of financial assets such as
stocks and bonds must depend on the company to produce cash flows rather
than on the whims of other investors. The market reveals its broad
agreement by bestowing relatively large market capitalizations to companies
with demonstrated cash-generating capability and lower capitalizations to
those with less impressive track records and prospects.
Here’s the crucial observation. If stock prices ultimately depend on
company cash flows it is unnecessary to “prove” that prices actually reflect
the cash-flow expectations of buyers and sellers at any particular time.
Instead, estimate the cash-flow expectations implied by the current price and
assess whether your expectations are sufficiently different to warrant
purchasing or selling shares.
Two basic factors shape the returns from a stock you believe to be
mispriced. First, the greater the estimated mispricing relative to the current
stock price, the greater the potential return. Of course, a stock may turn out
to be mispriced, but not by as much as you believe. The second factor is the
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time it takes the stock price to converge toward the target price. The shorter
the time, the greater the return. The longer it takes, the lower the return.20
For price to move towards the investor’s target price either other investors
come to agree with the investor’s assessment of a company’s prospects or
the prospects are eventually reflected in the information investors tap to
make their trading decisions. For example, if using a DCF analysis you
conclude that a stock is undervalued, in an earnings-driven market you must
rely on future reported earnings to correct the mispricing. As long as shortterm earnings analysis and noise dominate price changes, prices may not
converge quickly toward the target estimate of value. As John Maynard
Keyes cautioned over seventy-five years ago, “markets can remain irrational
longer than you can remain solvent.” Finally, investors employing DCF
analysis, just as arbitrageurs, face the risk that new, unanticipated
information triggers unfavorable price changes. This risk is countered by
unanticipated information that produces favorable price changes.
Only individuals with brains, resources, a long investment horizon,
and no agency conflicts are promising candidates for exploiting mispricings.
To improve their chances of success, the market’s fascination with the shortterm and its obsession with earnings will have to be reduced. The final
section of the paper charts a course for accomplishing this.
Is Corporate Management’s Focus on Short-term Earnings Self-serving
or Also in the Best Interests of Its Shareholders?
Corporate executives point to the behavior of market participants to
justify their short-term focus and their belief that investing for the long-term
is not rewarded by higher stock prices.21 This bias is reinforced by incentive
compensation plans that reward short-term financial performance. Even
equity incentives such as stock options and restricted stock do not alter the
short-term orientation of executives if they believe that near-term
performance largely influence stock prices. To the contrary, incentives for
options-laden executives to misrepresent publicly-reported financial
information increased during the 1990s.
There is compelling evidence that managers are obsessed with
earnings. A survey by Graham, Harvey, and Rajgopal (GHR)22 shows that
the vast majority of 400 financial executives viewed earnings as the most
important performance measure that they report to outsiders. The two key
earnings benchmarks are quarterly earnings for the same quarter last year
and the analyst consensus estimate for the current quarter. Executives
believe that meeting earnings expectations helps maintain or increase the
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stock price, provides assurance to customers and suppliers, and boosts the
reputation of the management team. Failure to meet earnings targets is seen
as a sign of managerial weakness and, if repeated, can lead to a careerthreatening dismissal.
Missed earnings targets may also signal the presence of more serious
problems because investment managers and analysts justifiably assume that
all companies manage earnings and have considerable discretion in
accounting that enables them to meet quarterly earnings expectations in most
situations.23
The willingness of executives to forego or delay value-creating
activities to meet quarterly earnings targets is evidence of the crucial
importance they attach to meeting expectations. GHR report a startling 80
percent of survey respondents would decrease discretionary spending on
R&D, advertising, maintenance, and hiring to meet earnings benchmarks
and more than half would delay a new project even if it entailed giving up
value. As GHR aptly observe, “getting managers to admit such valuedecreasing actions in a survey perhaps suggests that our evidence represents
only the lower bound of such behavior.”
Managers with career concerns and short-term incentive
compensation arrangements are predictably obsessed with earnings. The
question is whether their focus on earnings contributes to or compromises
shareholder value in a market where stock prices respond to earnings
information.24
The idea that management’s primary responsibility is to maximize
long-term shareholder value is widely accepted in principle, but imperfectly
implemented in practice. Maximizing long-term value means that
management’s primary commitment is to continuing shareholders rather
than to day traders, momentum investors, and other short-term oriented
market players. To succeed managers must develop and effectively execute
strategies that maximize the company’s long-term cash-flow potential.
Managing for short-term earnings compromises shareholder value in
two ways. First, companies delay or forego value-creating investments to
meet consensus earnings expectations. While such actions improve the
current period’s reported earnings, they reduce the company’s future
earnings potential and value. Second, companies exploit the discretion
accounting rules allow in the calculation of earnings by pushing revenues
into the current period and deferring expenses to future periods. Borrowing
from the future to satisfy today’s reported earnings expectations inevitably
catches up with the borrowing company.
16
When a company can no longer deliver on expectations, the market
hammers the stock price. Jensen, who in 1978 famously declared that “there
is no other proposition in economics which has more solid empirical
evidence supporting it than the Efficient Market Hypothesis,” points to the
hundreds of billions of dollars of market value erosion due to overvalued
equity.25 He cites WorldCom, Enron, Nortel, and eToys as companies which
pushed earnings management beyond acceptable limits to meet expectations
and ended up destroying part or all of their value.
Maximizing long-term cash flows rather than managing for short-term
earnings, even in an earnings-dominated market, is the most effective means
of creating value for continuing shareholders. Again, the governing
objective of managing in the interests of continuing shareholders justifies
this conclusion. The conclusion even holds for companies that engage in
significant transactions in their own stock.
Companies ordinarily create a disproportionately large part of their
value from operations. But they also issue new shares and repurchase
outstanding shares. In some cases these financial transactions can create or
destroy significant shareholder value.
One possible argument in favor of managing for short-term earnings is
that an earnings-addicted market will price shares more favorably and
benefit continuing shareholders when new shares are sold to incoming
shareholders at a higher price. There are three flaws in this argument.
First, reporting better earnings, whether accomplished by real
decisions that compromise value or accounting gimmicks, will sooner or
later catch up with the company when it can no longer meet market
expectations and the value of continuing shareholders’ shares fall
significantly. Second, when an acquiring company offers shares to the
selling company’s shareholders, the attractiveness of the offer is not
evaluated by short-term earnings consequences but by comparing the
expected value of selling shareholders’ interest in the combined enterprise
with the current share price. Third, if a company needs to raise funds but
management believes its shares are undervalued, alternatives to equity
financing like debt financing or limiting dividend payouts can usually be
tapped.
Not only is earnings management of questionable value for issuing
new shares, it can destroy significant value when companies employ it as the
criterion for share buybacks. A company should repurchase shares only
when its stock is trading below management’s best estimate of value and
when no better investment opportunities are available. Companies that
follow this guideline serve the interests of continuing shareholders who, if
17
management’s assessment that shares are undervalued is correct, gain at the
expense of shareholders who voluntarily tender their shares.
Spurred by the belief that investors mechanically apply a multiple to
current earnings to establish value and the fact that management’s
compensation is partially tied to earnings performance, some companies
repurchase shares even when they believe shares are fairly valued or
overvalued. When an immediate boost to earnings-per-share rather than
value creation dictates share buyback decisions, wealth is transferred from
continuing shareholders to exiting shareholders. Especially widespread are
buyback programs that offset the earnings-per-share dilution from employee
stock option programs. In these cases, the exercise of options by employees
rather than undervaluation dictates the number of shares and the prices at
which they are repurchased.
A Three-Pronged Attack on Short-Term Performance Obsession
To reduce short-term performance obsession and improve allocative
efficiency, changes in three areas are needed--corporate performance
reporting, incentives for investment managers, and incentives for corporate
managers.
Corporate Performance Reporting
Relevant, transparent, and timely information is vital to the allocative
efficiency of markets. In the present unforgiving climate for accounting
shenanigans, companies have an unprecedented opportunity to meaningfully
improve the form and content of their financial statements. Not only is
better disclosure an antidote to earnings obsession, but it is also an act of
enlightened corporate self-interest that can reduce investor uncertainty,
decrease the company’s cost of capital, and restore confidence in corporate
reporting.
A Corporate Performance Statement shown below would:26
 Separate cash flows and accruals.
 Classify accruals by levels of uncertainty.
 Provide a range and the most likely estimate for each accrual.
 Exclude arbitrary, value-irrelevant accruals.
 Detail assumptions and risks for each line item.
18
Separating realized cash flows from forward-looking accruals
provides a historical baseline for estimating a company’s future cash flow
prospects and enables analysts to evaluate the reasonableness of accrual
estimates. While accruals ordinarily account for only about 5 percent of a
company’s price, separating cash flows and accruals provides investors a
platform for assessing the remaining portion of the price. Transparent
accruals also discourage companies from producing unrealistic estimates or
engaging in outright fraud. Most important, separating cash flows and
accruals helps restore confidence in the integrity of corporate reporting.
The Corporate Performance Statement calculates free cash flow as
revenue minus operating expenses (excluding noncash charges such as
depreciation, amortization, deferred taxes, and asset and liability
revaluations) minus all investments, including working capital changes.
Investments include those that appear on the balance sheet, like production
19
facilities, equipment, real estate, patents, and trademarks, as well as
expenditures companies ordinarily expense for such things as research and
development, software development, and branding activities. Whether a
company records an expenditure as an operating expense or a capitalized
asset does not affect free cash flow since it is subtracted in either case.
The Corporate Performance Statement focuses on a company’s
operations. It is designed to replace the traditional income statement, but
cannot entirely replace the traditional cash-flow statement because cash
flows from financing activities--new issues of stocks, stock buybacks, new
borrowing, repayment of previous borrowing, and interest payments--are
excluded. A new cash-flow statement can begin with the “free cash flow”
line of the Corporate Performance Statement and add and subtract the
various financing activities to calculate the increase or decrease in cash.
The Corporate Performance Statement separates accruals into three
increasing levels of uncertainty--low, medium, and high. Low-uncertainty
or “check is in the mail” accruals included in revenue and operating
expenses are relatively low-risk because a company normally expects to
convert the corresponding receivables and payables into cash over the next
accounting period. Medium and high-uncertainty accruals, on the other
hand, have longer cash-conversion cycles and wider ranges of plausible
outcomes.
Companies typically develop estimates for medium-uncertainty
accruals, like allowances for uncollectible receivables and warranty
obligations from historical experience and modify the assumptions for
changes in current conditions. For example, restructuring charges reflect
estimates of future-period outlays for such things as severance pay,
cancelled leases, and litigation. Deferred-tax accruals result from temporary
timing differences between pretax book income and taxable income for
items such as depreciation expense. Estimated unrealized gains or losses
from incomplete long-term construction, energy, and R&D contracts usually
depend on assumptions about future prices, costs, and a host of other factors.
The cost of defined-benefit pension and employee stock-option plans
are examples of high-uncertainty accruals. Pension expense, for example,
should reflect the change in the present value of the company’s obligations
minus the change in the present value of expected returns on pension-fund
assets. The calculation requires a panoply of assumptions, including
projected employee turnover, future pay increases, estimated retirement
dates, future market discount rates and expected return on plan assets.
The traditional income statement, with its single-point accrual
estimates, ignores the wide variability of possible outcomes--particularly for
20
medium and high-uncertainty accruals. The Corporate Performance
Statement complements the most-likely figure for each accrual with
optimistic and pessimistic estimates. These estimates, coupled with
management’s disclosure of the associated probabilities for each, enable
investors to form their own expectations more confidently.
Low, medium, and high-uncertainty expense accruals are estimates of
future cash flows a company needs to satisfy commitments to customers,
employees, and suppliers arising from earlier arms-length market
transactions. In sharp contrast, companies record depreciation and
amortization charges after the outlay of cash for investments. Faced with
the unknowable magnitude and timing of future cash flows that capitalized
assets will generate, accountants use arbitrary depreciation methods to
assign expenses over their expected useful lives. This is clearly a case of
accounting ritual trumping relevance. Therefore these value-irrelevant
charges are not included on the Corporate Performance Statement.
Companies are required to record an impairment charge if the value of
acquired goodwill, other intangible assets or long-lived fixed assets have
shrunk below their balance-sheet amounts, typically estimating asset values
based on speculative assumptions about future sales and costs. Even if a
company can reasonably establish values for individual assets, intangibles
such as customer goodwill, employee training, software development and
R&D ordinarily can’t be sold separately from the company itself. Investors
are interested in the going-concern value of a company’s various businesses
and its consolidated value, not the assigned value of individual assets. Asset
impairment charges are therefore also excluded from the Corporate
Performance Statement.
Nonrecurring gains and losses, charges from discontinued operations,
and the effect of accounting changes are disclosed in the management
discussion and analysis section but excluded from the Corporate
Performance Statement because they offer no meaningful help in forecasting
the sustainability and growth potential of a company’s cash flows.
The Statement presents no bottom line because no single number can
reasonably encapsulate a company’s performance. The traditional earnings
bottom line misleadingly suggests that aggregating amounts based on past
transactions and on uncertain assumptions about future transactions
somehow yields an economically meaningful number.
Finally, the Corporate Performance Statement includes a
“management discussion and analysis” section in which management
presents the critical assumptions supporting each accrual estimate and the
company’s business model along with key financial and non-financial
21
performance indicators that drive value, such as customer-retention rates,
time to market for new products and quality improvements.
Will the Corporate Performance Statement prove too costly? If the
information isn’t already available for internal purposes there should be
concern about senior management’s grasp of the business and the board’s
exercise of its oversight responsibility. Board members, particularly
members of the audit and compensation committees, should, at minimum,
know how much of the company’s reported performance comes from
realized cash flows and how much from accrual estimates, as well as the risk
that “most likely” revenue and expense accruals will prove to be materially
misstated.
Companies commonly use short-term financial measures such as
operating earnings and return on invested capital to measure operating-unit
performance and to determine incentive pay for senior executives. The
Corporate Performance Statement exposes the shortcomings of earnings and
makes it easier for boards to champion executive-compensation plans that
reward management for creating long-term value rather than achieving
short-term earnings results. Specific recommendations are presented in the
section dealing with incentives for corporate managers.
The Corporate Performance Statement also offers benefits to the
accounting profession. Auditors are vulnerable to bias. While they owe
their first loyalty to shareholders, they are also eager to please their
corporate clients. To report better earnings, companies look to accelerate
revenue and delay expenses. This is the subject of most negotiations
between auditors and their client companies and the source of virtually all
the recent accounting scandals.
The Corporate Performance Statement makes these negotiations
unnecessary. Auditors verify reported free cash flow by reviewing the
company’s internal controls and conducting substantive testing. For
accruals, the Statement shifts the auditor’s task from judging the
reasonableness of single-point estimates to evaluating management’s threelevel (optimistic, pessimistic and most likely) estimates. This places greater
reliance on the auditor’s knowledge of business and industry dynamics. A
skill set emphasizing competitive strategy analysis rather than one largely
based on familiarity with detailed accounting rules will attract better talent to
a profession that has lost considerable ground in the competitive labor
market over the past two decades.
By eliminating the earnings bottom line, the corporate performance
approach to financial reporting removes many high-decibel but irrelevant
controversies. It would shield accounting standard-setters from intense
22
lobbying and government intervention. For example, the argument that
companies should not deduct the cost of employee stock options from
earnings because options are too difficult to value vanishes. There are no
reported earnings and the wide variability of possible outcomes is explicitly
recognized in the Corporate Performance Statement. The Financial
Accounting Standards Board and the International Accounting Standards
Board can then focus on developing the most informative means of
estimating accruals and reporting their potential variability, criteria for the
line items to include in the Corporate Performance Statement, and disclosure
guidelines for the management discussion and analysis section.
Incentives for investment managers
Even if improved disclosure along the lines of the Corporate
Performance Report became accepted practice, earnings obsession will
persist as long as investment managers have inadequate incentives to use the
new information and shift their analytic orientation toward valuing a
company’s long-term prospects. They, of course, need to be convinced that
the shift would improve their performance and compensation.
Investment managers must overcome two fears before accepting the
possibility that discounted cash-flow analysis could boost their performance.
The first fear is that others in the investment community will not follow and
short-term earnings continue to significantly influence stock prices. Second,
there is the ever-present concern that forecasting highly uncertain cash flows
is simply impractical.
If investors shift their focus from short-term earnings to long-term
cash flows, achieving excess returns would depend on their ability to
interpret the valuation implications of information better than other market
participants. This is a daunting task and only the most skillful investors are
likely to succeed. Active management in an allocatively-efficient market is
not for the fainthearted, but the criterion for success--making superior
judgments about the future performance of companies--is unambiguous.
Even if short-term earnings continue to influence stock price changes,
the ability to make superior judgments about a company’s future prospects
remains the key to successful long-term investing. In an earnings-dominated
market, it just takes time for the “earnings evidence” to materialize and be
reflected in stock prices. The longer it takes, the more difficult it is to earn
excess returns.
The second concern—the reluctance to forecast cash flows—can be
easily dispelled. You can, in fact, employ the DCF model without assuming
23
the burden of making independent cash-flow forecasts. Think about it this
way: It’s difficult for any individual to forecast an uncertain future better
than the collective wisdom of the market can. So instead of forecasting cash
flows, begin with the current price and determine the expectations for a
company’s future cash flows that justify the price. Estimating price-implied
cash-flow expectations is critical because only investors that correctly
anticipate changes in a company’s prospects that aren’t already reflected in
the current price can hope to earn excess returns. While this “expectations
investing” approach blunts a major objection to DCF valuation, it too is no
easy ticket to generating alphas.27
Investment managers are likely to cling to short-term accounting
metrics, high turnover, and benchmark tracking in the absence of significant
changes in existing performance evaluation and compensation arrangements.
Most commonly, fund managers are paid a management fee based on a
percentage of the market value of the assets they manage. Less frequently,
they are paid fees based on performance relative to their benchmark and/or a
group of peers.
Because net inflows are positively correlated with a fund’s recent
performance, asset-based fees encourage managers to focus on short-term
returns that increase the assets they manage. Such behavior by investment
managers will continue until investors realize that chasing “hot” funds is a
losing game. But what better criterion for choosing an active fund can they
substitute? Investing in a fund is essentially an act of faith. It takes more
years than either the investor or the manager will be around to assess with
statistical confidence how much of the fund return is due to skill and how
much to chance.
Critics frequently recommend reducing the management fee and
including a meaningful performance incentive in the compensation mix as a
way to better align fund manager and shareholder interests. The impact of
incentives on behavior is complex. Poorly-designed incentives can worsen
rather than defuse manager-shareholder conflicts. For example, a
management fee that just covers the cost of servicing the account might
encourage a manager to focus disproportionately on the performance fee,
and hence, take on unacceptable risk. On the other hand, because relative
performance dominates retention-dismissal decisions, managers hesitate to
take on risk levels that trigger unacceptably high tracking error.
Simply changing the mix of management and performance fees does
not come to grips with the major agency costs of delegated investment.
More fundamental changes are needed in the structure of funds, design of
24
performance fees, and the benchmarks chosen for performance
measurement.
Stein reports that open-end funds, which enable investors to liquidate
shares at net asset value at any time, account for 96 percent of total mutualfund assets and 93 percent of all funds.28 The open-end structure exposes
even managers with outstanding track records to large withdrawals if they
perform poorly in the short-run or if equity prices experience a sustained
downturn.29 This risk discourages managers from making trades that are
only attractive in the long-run. At first glance open-end funds appear to be a
losing proposition for managers and shareholders alike. Managers operate
under the tight leash of short-term relative performance and the lurking risk
of dismissal. Shareholders forego the potential of larger alphas when skilled
managers focus on tracking error.
Why then is the open-end organizational form so dominant? Perhaps
investors worry that closed-end managers with long-term contracts may turn
out to be incompetent or even dishonest. Unlike an open-end investment
that can be liquidated at its underlying net asset value at the first hint of
trouble, closed-end investors have no recourse but to liquidate at a painful
market discount to asset value which materializes when investors lose
confidence in fund managers.
Stein argues that while the prevalence of open-end funds may appear
to represent a socially efficient outcome, it is not. Instead, he hypothesizes
that “the gains from being able to undertake longer-horizon trades in the
closed-end form outweigh the potential losses that come from being unable
to control wayward managers.”30 Unfortunately, as Stein explains, it will be
very difficult to sustain the efficient outcome where all funds are closed-end
because the best-performing managers will likely move to the open-end
form to gain more assets under management and higher compensation.
Other high-quality as well as lower-quality managers will then also migrate
to the open-end model to avoid losing their investors. This brings us right
back to the current state of affairs in which benchmark-sensitive managers
afraid of being wrong and alone focus on short-term relative performance
and the earnings number reigns supreme.
The challenge for closed-end funds is to develop incentives that
encourage the best managers to remain and poor performers to leave.
Assuming that funds hire portfolio managers with established track records,
the performance evaluation horizon can be reasonably extended to perhaps
three to five years or more. This gives managers the freedom to be wrong
and alone in the short run and time to demonstrate their skills over a longer
25
time period. For managers who seriously underperform, the fund should be
able to exercise a buyout provision.
What can closed-end funds do to keep high-ability managers once
they have demonstrated a sustained period of exceptional performance?
First, make total compensation including variable performance competitive
with the amount managers could earn if they moved to an open-end fund.
Second, pay annual bonuses on the basis of rolling three-to-five year
performance. Third, extend the performance measurement period and
motivate long-term value creation, by deferring some payouts and placing
them “at risk” against future performance. Finally, require portfolio
managers to make a meaningful investment in the fund.
The near-universal use of benchmarks like the S&P 500, the Russell
2000, or the Wilshire 5000 reduces differences in returns between the best
and worst performers because unskilled managers mask their shortcomings
by closely tracking benchmarks and even skilled managers succumb to
tracking, thereby concealing their skill. Benchmark tracking, along with a
herd-like focus on short-term earnings, culminates in a no-free-lunch,
informationally-efficient market, but also could produce mispricing
opportunities for those willing to take the road less traveled.31
The performance measurement problem for individual stock funds is
not benchmarking per se, but rather short-horizon benchmarking, restrictive
tracking-error constraints, and benchmarks that do not provide managers
sufficient investment scope to demonstrate their skills. Short-horizon
benchmarking encourages managers to focus on their tracking-error risk
instead of owners’ risk-adjusted long-term returns. Closet indexing is
exacerbated when consultants or sponsors impose tight tracking-error
constraints on managers. According to Grinold’s “fundamental law of active
management” information ratios are a function of not only skill but also the
breadth of opportunities available to managers. To achieve breadth,
managers must increase the number of independent alpha bets they make.
Decisions are “independent” when supporting forecasts depend on different
and uncorrelated sources of information. When skilled managers with a
track record are identified they should be given greater breadth rather than
being confined by a style box.
The fund is essentially betting that the potential for increased
information ratios from extending the performance evaluation horizon,
relaxing tracking error restrictions, and allowing greater breadth outweighs
the risk that some managers will prove to have no value-adding skills.
These initiatives to increase information ratios are far more risky for openend than for closed-end funds because short-run underperformance can
26
trigger significant fund withdrawals from open-end funds. The widespread
adoption of longer investment horizons would however reduce the valuerelevance of short-term earnings and ultimately earnings obsession.
The closed-end format for mutual funds, the four incentive features
for managers outlined earlier, extended time horizons and greater breadth
represent promising steps for reducing the agency costs of delegated
investment, reducing earnings obsession, and increasing allocative
efficiency.
Nonetheless, incentive contracting to alleviate the agency costs of
delegated investment is complex and outcomes are difficult to anticipate. A
competitive market solution is certainly preferable. Consider the following
possibility.
Individual investors seeking professional management and
diversification for the equity portion of their portfolios can choose a lowcost market index fund and/or a higher-cost fund with a modest level of
active management due to benchmark tracking. A better asset allocation
choice would be between an index fund and a long-horizon fund that is truly
actively managed. This would enable investors to allocate their equity
dollars between the two funds based on their tolerance for market-deviating
returns while at the same time avoiding high fees for minimal active
management. For example, an investor whose equity portfolio is entirely in
a traditionally-benchmarked fund with a targeted tracking error can replicate
the tracking error by an allocation between an index fund and an activelymanaged long-horizon fund saving approximately 2 percent annually in fees
for the portion allocated to the index fund.
Incentives for Corporate Executives32
Many commentators point to the deliberately deceptive accounting
practices of Enron, WorldCom, Adelphi and other recent business failures
and contend that the underlying cause is management’s infatuation with
shareholder value. This claim fails to capture the essence of the shareholder
value approach. The actions taken by these companies added no value, but
were dishonest attempts to create the appearance that value was added.
Shareholder value did not fail management, management failed shareholder
value.
Most CEOs champion the goal of maximizing shareholder value
without embracing the essential determinant of value—risk-adjusted, longterm cash-flows. Instead, they are obsessed with Wall Street’s earningsexpectations machine and short-term share price. Sacrificing the company’s
27
long-term prospects to meet quarterly earnings expectations in an attempt to
temporarily boost the stock price represents the very antithesis of sound
shareholder value management. The driving force behind such behavior can
usually be traced to executive compensation schemes.
In the early 1990s, as corporate boards endorsed shareholder value
they became convinced that the surest way to align the interests of managers
and shareholders was to make stock options a large component of executive
compensation. By the end of the decade, stock options accounted for more
than half of total CEO compensation in the largest U.S. companies. Options
and stock grants also constituted almost half the remuneration of directors.
But short-term thinking and earnings obsession did not decrease, instead
they increased.
To discover what went wrong one only has to examine the principal
features of the standard option plan: the exercise price equals market price at
date of grant and stays fixed over the entire ten-year term, and the typical
vesting period is three or four years. Four factors limit the ability of
standard options to promote long-term value-maximizing behavior by
corporate executives.33
 Performance targets are too low.
 Holding periods are too short.
 Underwater options undermine motivation and retention.
 Options can induce too little or too much risk-taking.
CEOs widely declare their overriding commitment to achieving
superior returns for shareholders. Standard stock options, however, reward
performance well below superior-return levels. In a rising market, options
can reward even mediocre performance. That’s because executives profit
from any increase in share price—even one substantially below competitors
or the broader market. The standard option is structured as if the
opportunity cost of equity were zero. Since rising markets are fueled not
only by corporate performance but also by factors beyond management
control such as changing interest rates, some executives enjoy huge
windfalls simply by being in the right place at the right time. No board of
directors should approve an incentive plan that provides significant option
gains for a level of performance that could become grounds for dismissing
the CEO. Nor should institutional investors judged by the alphas they
deliver for fund owners remain passive as corporate boards reward
executives who not only fail to produce positive “corporate alphas” but
achieve returns well below their peers, i.e. negative alphas.
Relatively short vesting periods coupled with the belief that earnings
fuel stock prices encourage executives to manage earnings, exercise their
28
options early, and cash out shares opportunistically. These actions
significantly diminish the intended long-term incentives options and stock
holdings provide. The practice of accelerating vesting for CEOs upon
retirement adds yet another incentive to be short-term.
The standard stock option loses its power to motivate and retain
executives when options are hopelessly underwater. Options fall underwater
more frequently than is commonly believed. Hall reports that about onethird of all options held by U.S. executives in publicly-traded companies
were underwater in 1999 at the height of the 1990s bull market.34 Board
responses such as increasing cash compensation, granting restricted stock,
offering more options or lowering the exercise prices of existing options are
shareholder-unfriendly tactics that rewrite the rules in midstream. They can
undermine the option incentive by turning it into a heads-I-win, tails-I-win
arrangement.
Without equity-based incentives executives tend to be excessively
risk-averse in order to avoid failure and dismissal. The standard option
however does not necessarily induce greater risk-taking. To preserve
unrealized option gains, executives may bypass positive, but risky, valuecreating investments. On the other hand, when their options are hopelessly
underwater executives with little to lose may pursue overly risky
investments in a desperate attempt to resuscitate the stock price and the
value of their options.
Companies can go a long way toward overcoming the shortcomings of
standard options by implementing a discounted indexed-options plan with
extended time horizons. Indexed options have an exercise price tied to either
an index of their competitors or a broader market index such as the Standard
& Poor’s 500. While broader market indexes are easily tracked, they do not
reflect the particular factors that impact the company’s industry and
consequently are not appropriate benchmarks for measuring and rewarding
management performance. In the discussion to follow indexed option plans
are based on a peer group index. Some companies cannot find suitable
competitors to include in a peer index. This problem is particularly
troublesome for companies that have diversified into a wide range of
products and markets. For those companies, discounted equity-risk options,
is presented as an alternative following the discussion of indexed options.
As the index increases or decreases, the exercise price of the options
increases or decreases by the same percentage. Indexed options are
therefore only worth exercising if the company’s shares outperform the
index. Indexed options do not reward underperforming executives simply
because the market is rising. Nor do they penalize superior performers
29
because the market is steady or declining. If the index declines, then so does
the exercise price, which keeps executives motivated even in a sustained
bear market.35 Indexed options reward superior performers in all markets.
They overcome two of the criticisms directed at standard options-performance targets are too low and underwater options driven by a
declining market undermine executive motivation and retention.
Companies can address the other two criticisms of standard options—
holding periods are too short and the options induce too little or too much
risk-taking—by extending vesting periods and requiring executives to hold
meaningful equity stakes they obtain through option exercise or purchase of
shares. Citigroup, for example, requires 100 of its top executives to retain at
least 75 percent of their stock, including shares acquired by the exercise of
options, as long as they remain with the company. Boards can also limit the
sale of stock by CEOs over a two- or three-year period after retirement to
ensure a longer-term focus.
Despite its advantages only Level 3 Communications, a
telecommunications company, has adopted an indexed option plan. The
rejection of indexed options because the cost must be expensed while the
cost of standard options need only be disclosed in a footnote underscores the
rampant obsession with earnings. Stock options do not become more or less
costly depending on whether the disclosure is made in a company’s income
statement or in its footnotes. Still, the requirement to expense indexed
options has discouraged companies from adopting such plans. The
impending Financial Accounting Standards Board requirement that
companies expense standard options will level the playing field and perhaps
end situations where earnings consequences, rather than economic
substance, dictate the choice of executive compensation plans.
While accounting concerns are misplaced concerns, CEOs
understandably shun indexed options because of their more demanding
performance standard. To compensate executives for bearing greater risk,
boards will have to offer more options so that high-performing CEOs will do
better with indexed options than they would have with standard options.36
Median stock price returns are less than average returns because a
relatively few stocks with extraordinarily high returns inflate the average.
Consequently, more than 50 percent of indexed options will underperform
and fall underwater. One response to the underwater-option problem is that
executives that underperform don’t deserve incentive compensation.
However, a management team without continuing incentives to create value
is not in the best interests of shareholders.
30
One way to resolve the dilemma is to lower the exercise price
allowing executives to profit at a performance level modestly below the
index.37 Suppose the index rises 10 percent from 100 to 110 during the year.
A 1 percent discount would reduce the yearend index from 110 to 108.9.
The exercise price would therefore rise by only 8.9 percent instead of 10
percent. Discounted index options make gains accessible to more
executives, motivate the best-performing executives to remain with the
company, and encourage sub-par performers to leave.
For companies unable to develop a peer index, I propose “discounted
equity-risk options” (DEROs).38 DEROs call for a significantly higher level
of threshold performance than standard fixed-price options. But unlike
indexed options, DEROs does not require the construction of an index.
More specifically, the exercise price rises by the yield to maturity on the tenyear Treasury note plus a fraction of the expected equity-risk premium
minus dividends paid to holders of the underlying shares. Assume a
company’s shares are trading at $100 at grant date, yield on the mostrecently issued ten-year Treasury note is 4.50 percent, the equity-risk
premium is estimated at four percent, and the company must earn 50 percent
of the premium before the options become profitable. The exercise price
rises by 6.50 percent over the next year to $106.50 before consideration of
dividends. If dividends paid during the year totaled $1.50 per share, the
year-ahead exercise price would be $105.
Treasury notes provide a nominal return consisting of a real return, a
return for expected inflation, and an inflation risk premium. Equity
investors expect an extra return, the equity premium, above the Treasury
yield as compensation for assuming greater risk. While the prospective
equity premium is a crucial input for establishing investment hurdle rates
and asset allocation policy, various approaches (surveys, extrapolation from
historical excess returns, forward-looking estimates) employed by
researchers lead to estimates ranging from near-zero by Arnott and
Bernstein39 to as high as 6 or 7 percent. Siegel (2002) estimates the average
equity premium over the past 200 years at 3.50 percent and 5 percent since
1926. He forecasts an equity premium in the range of 2 to 3 percent which
is in line with most other forecasts.
Choosing an equity-premium rate for a DERO plan becomes a much
less daunting task if corporate directors recognize that nobody can reliably
predict future return spreads between stocks and Treasury notes, that
“expert” forecasts tend to cluster in a relatively narrow range, and that
longer vesting periods for options and holding periods for company shares
mitigate forecast risk as noise decreases with time. But any forecast “error”
31
pales by comparison to the failure of standard options to incorporate any
shareholder opportunity cost, not even the risk-free rate.40
Equity investors expect a minimum return consisting of the risk-free
rate plus the equity-risk premium. Following this line of reasoning the
exercise price of options should rise at a rate no less than at this cost of
equity. However, the threshold level of performance required by cost-ofequity adjusted options, like indexed options, causes many executives to
hold underwater options that can encourage them to take unwarranted
business risks or simply lose financial motivation. Properly designed
incentives consider the delicate tradeoff between setting performance at
levels that compensate shareholders for taking on equity risk and the need to
keep executives motivated. That’s the purpose of the discounted equity-risk
component of DEROs. If the board decides that only a fraction of the
estimated equity risk premium will be incorporated into the exercise price
growth rate, it is betting that the value added by management will more than
offset the costlier options granted. Finally, dividends are deducted from the
exercise price to remove the incentive for companies to hold back
distributions to shareholders when there are no value-creating investment
opportunities.
Many companies have followed Microsoft’s July 2003 decision to
shift from stock options to restricted stock grants. The impending FASB
standard which will require expensing of option costs, thus placing options
on a level playing field with stock grants, has fueled additional interest in
stock grants. Following the lead of other companies or choosing a plan
because of its more favorable earnings consequences are improbable means
for finding the most efficient form of executive compensation. Nonetheless,
because of their growing popularity it is useful to examine how well
restricted stock grants promote long-term value-maximizing behavior
compared to stock options. Discounted index options and DEROs rather
than less efficient standard options are the appropriate standards of
comparison with restricted stock.
Stock grants motivate key executives to stay with the company until
the restrictions lapse, typically in three or four years, and they can cash in
their shares. These grants are a compelling incentive for CEOs and other
executives who influence the stock price to play it safe, protect existing
value, and avoid getting fired. Not surprisingly, restricted stock plans are
commonly referred to as “pay for pulse” rather than for performance.
Restricted stock grants are essentially options with an exercise price
of zero. Because standard options have a positive exercise price (market
price at grant date) they are substantially more risky and less valuable than
32
restricted shares. To provide equal value executives generally get only one
share of restricted stock for every three or four options. Indexed options and
DEROs raise the performance bar further and would require an even greater
number of options for each share of restricted stock.
Are executives better off with restricted stock? There is minimal
downside since they realize gains even if the stock price falls below the
grant price. On the other hand, because of the larger number granted,
options provide a greater upside than stock grants if the company’s stock
price performs well. Suppose the board offers the CEO a choice of 20,000
restricted shares or three and a half standard options for each restricted share
for a total of 70,000 options. The company’s stock is trading at $40 per
share. If the stock price rises 40 percent to $56 the CEO has the identical
pre-tax gain.41 Assuming a ten-year option, the breakeven annual rate of
stock price appreciation is less than 4 percent by the end of the tenth year.
In other words, a CEO would realize greater gains from options if the stock
price increased an average of 4 percent or more annually and would be better
off with restricted stock for stock-price appreciation of less than 4 percent all
the way down to a near-100 percent decline from the price at date of grant.
CEOs who choose restricted stock signal their expectation of low
value-creation prospects. While many executives favor restricted stock, why
would shareholders choose a restricted stock plan that rewards executives
more generously than a stock options plan when the share price
underperforms and provides lesser payoffs when the price performs at
superior levels? The case against restricted stock as an incentive becomes
even stronger when the comparison is made to indexed options or DEROs
instead of standard options.
Hall suggests three advantages of restricted stock relative to options. 42
The first is that restricted stock cannot fall underwater. Shareholders pay a
very high price for this benefit. Specifically, they guarantee the grant-date
value of shares even if there is zero price appreciation. More importantly,
shareholders forego the positive incentives that more challenging
performance targets in option plans provide.
Second, the value of equity compensation to risk-averse, undiversified
executives is lower than the cost to shareholders. Hall estimates that
executives holding restricted stock value it at 80 to 90 percent of its cost to
shareholders, while they value standard at-the-money options at only 50 to
75 percent.43 He argues that because executives attach greater value to
restricted stock it is a more cost-efficient compensation mechanism than
stock options. Once again, this advantage must be weighed against the
significantly greater incentive benefits of a well-structured stock option plan.
33
The third claimed advantage is that stock grants are much less
complex to value and much more transparent. Options are more difficult to
value, but CEOs need not be versed in the details of the Black-Scholes or
binomial option-pricing models to be motivated by the potential financial
payoffs. The arithmetic for calculating payoffs for a range of performance
possibilities is straightforward.
In an effort to blunt the criticism that restricted stock plans are a
giveaway, many companies offer performance shares which require not only
that the executive remain on the payroll, but that the company achieve
predetermined performance goals. The most common are financial
measures such as earnings-per-share growth, revenue targets, and return on
capital employed. The number of shares payable to executives ordinarily
depends on the extent to which the goals are met.44 While shareholders
would probably favor performance shares over restricted stock, performance
share incentives introduce a new set of problems. An incentive to maximize
two- or three-year earnings, revenue, or return on capital can undermine the
objective of maximizing long-term value. Earnings-per-share growth, for
example, does not necessarily create shareholder value. Performance share
plans, unlike restricted stock, demand performance, but just not the right
performance.
Conclusion
Recent governance reforms, including the Sarbanes-Oxley Act, fail to
address the root cause of recent corporate scandals: the widespread
obsession with short-term performance. There is no greater impediment to
good corporate governance and long-term value creation than earnings
obsession. Nor is there a greater enemy of stock market allocative
efficiency. Alleviating earnings obsession will not eliminate the occasional
madness of crowds, but sensible investors looking for excess returns will bet
against the madness and hasten the return to sanity. The potential payoff
from reducing short-term performance obsession in the investment and
corporate communities is substantial.
Earnings obsession and benchmark tracking are byproducts of shorttermism, which in turn is triggered by difficult-to-monitor corporate and
investment managers who as agents must provide frequent feedback on their
performance to investor-owners. Disclosure and incentives that more
closely align the interests of managers and owners are promising, but by no
means perfect, ways of alleviating short-term performance obsession.
Predicting the behavior of people who operate in a complex web of
34
organizational relationships and an uncertain future is risky business. The
incentives proposed in this paper are designed to defer a portion of
investment and corporate managers’ compensation until at least some of the
uncertainty surrounding their performance can be resolved. The expectation
is that the recommended changes will produce more owner-friendly
management behavior and a more allocatively-efficient market.
Notes
“Financial accounting is not designed to measure directly the value of a business enterprise, but the
information it provides may be helpful to those who wish to estimate its value.” Financial Accounting
Standards Board, Statement of Financial Accounting Concept No. 1 (1978).
2
Ordinarily net working capital (short-term receivables minus payables) accounts for a miniscule part of
the share price. Furthermore, these are relatively low-uncertainty accruals. For most companies unfunded
pension and postretirement benefit plans represent the greatest burden on future cash flows. David Zion of
Credit Suisse First Boston estimated the unfunded balances to total 5% of the S&P 500 market
capitalization at the end of 2003.
3
Sloan (1996) finds that the extent to which current earnings performance persists into the future depends
on the relative mix of cash flow and accrual components of current earnings. Specifically, the accrual
component of earnings is less persistent than the cash-flow component. However, Sloan finds that stock
prices behave as if investors fixate on earnings, failing to exploit the information in the cash flow and
accrual components of current earnings.
4
See Hagin (2004).
5
Ellis (2004), p. 265 estimates at 100 percent turnover the typical portfolio manager is making four multimillion dollar “to-buy or not-to-buy” and “to-sell or not-to-sell” decisions every business day of the year.
Lower transaction costs and capital gains tax rates may have also contributed to shorter holding periods.
6
I thank Shyam Sunder for discussions that helped clarify the link between the difficulty short-horizon
investors face with backward induction and their turn toward projecting short-term metrics like earnings.
See Hirota and Sunder (2004) for a more complete discussion.
7
See Shleifer and Vishny (1997), Shleifer (2000), and Barberis and Thaler (2003).
8
Bogle (2004) estimates mutual fund intermediations costs (advisory fees, marketing expenditures, sales
loads, brokerage commissions, transaction costs, custody and legal fees, and securities processing
expenses) total at least 2 ½ percent of assets and consume nearly 40 percent of the 6 ½ percent historical
real rate of return on equities.
9
See Grossman and Stiglitz (1980).
10
Black (1986).
11
Benartzi and Thaler (1995).
12
Treynor (1976).
13
For a more detailed discussion of the shortcomings and complexities of P/E, see Leibowitz (2004) and
Rappaport (2003).
14
Professor Aswath Damodaran of New York University examined 550 equity research reports between
1999 and 2001 and found that 85 percent are based on multiples and comparables.
15
Fama and French (2004).
16
Mauboussin (2002) and Surowiecki 2004) offer more optimistic views on the pricing ability of
decentralized self-organizing systems.
17
Mauboussin (2003).
18
Treynor (1987).
19
Barberis and Thaler (2003).
20
Rappaport and Mauboussin (2001) illustrate with a stock priced at $80 per share, a 20 percent discount
from its estimated fundamental value of $100. Assuming a ten percent cost of equity and no change in
expectations, fundamental value in one year would rise to $110. If the $80 stock rises to $110 in a year, the
annual return would be 37.5 percent and the excess annual return 27.5 percent. If it takes two years to
reach the target price, the excess return drops to 13.0 percent and to 8.5 percent for three years.
1
35
“Reported earnings follow the rules and principles of accounting. The results do not always create
measures consistent with underlying economics. However, corporate management’s performance is
generally measured by accounting income, not underlying economics. Therefore, risk management
strategies are directed at accounting, rather than economic, performance.” Enron in-house riskmanagement manual, p. 132.
22
Graham, Harvey, and Rajgopal (2004).
23
Degeorge, Patel, and Zeckhauser (1999) present impressive empirical evidence of earnings management.
24
The tension between earnings and shareholder value is lowest among companies with relatively small
amounts of capital expenditure and R&D outlays. In such companies the impact of current operating
decisions shows up in earnings promptly rather than with a lag. The reverse is true in capital- and
knowledge-intensive industries such as manufacturing, pharmaceuticals, and software where revenues lag
investments by several years or more.
25
Jensen (2004).
26
The discussion of the Corporate Performance Statement is adapted from Rappaport (2004).
27
A detailed presentation of the process can be found in Rappaport and Mauboussin (2001).
28
Stein (2004).
29
Bernstein (2004) cites the case of Bill Miller the legendary manager of the Legg Mason Value Trust.
According to Morningstar data, Miller beat his S&P 500 benchmark, and was top quartile every year but
one, from 1992 to 1999. During the falling markets between 1999 and 2002 Miller lost 42 percent of his
assets despite beating his benchmark and being in the top quartile during this period.
30
I am not aware of any studies that compare the long-term performance of open-end versus closed-end
funds.
31
Bernstein (2000) argues that market-index benchmarks are floating crap games whose membership
constantly changes through mergers and decisions to drop and add index companies. More importantly,
because most indexes are market-weighted, the hottest stocks acquire the greatest weight. When a
relatively small number of stocks account for a significant percentage of an index as occurred during the
1990s technology bubble, the tracking portfolio may well become much riskier than clients would prefer.
Managers face a Hobson’s choice of either living with a level of risk incompatible with the fund’s
objectives or generating an unacceptably high tracking error. Bernstein recommends that required return
and tolerable risk become the performance benchmarks for calculating alphas and information ratios.
Required return and risk are determined by the fund’s obligations to participants whether they are part of a
corporate-sponsored pension plan or mutual fund shareholders hoping to build wealth to finance education
costs or their retirement years. The problem is that the rate required to defease pension fund liabilities or
fulfill the expectations of mutual fund investors will invariably be greater or less than a market-based
estimate of expected rate of return. A bogey based on a fund’s requirements rather than market
opportunities cannot serve as an effective measure of performance.
32
This section deals only with incentives for CEO’s and other top executives that can affect the company’s
stock price. For a detailed discussion of incentives for operating units see Rappaport (1999).
33
Rappaport (1999). Another factor which affects shareholders but not executives’ motivation is the gap
between the cost of option grants to shareholders and their value to executives. .The value of options to
undiversified, risk averse executives is substantially lower than the cost to shareholders. For excellent
overviews of the shortcomings of traditional options see Hall and. Murphy (2003) and Hall, (2003).
34
Hall (2003).
35
Some believe that a disadvantage of indexed option is that executives profit when they outperform the
index even if the stock price falls below the exercise price at grant date. To counter this objection, boards
can require that options only be exercised if the company’s stock is trading above its price at grant date or
if it has appreciated at some minimum rate of return.
36
For a detailed analysis of how to determine the additional shares needed see Rappaport (1999). Concerns
over dilution should not focus on the number of options granted but rather on the number that can be
exercised in the absence of superior performance. Because executives can be rewarded for weak
performance under standard plans, there is a greater risk of dilution with standard plans than with indexed
plans.
37
For a discussion of discounted index options see Rappaport (1999).
21
36
38
A number of companies including IBM, Yahoo, Office Depot, and EDS have adopted premium-priced
option plans that target a higher level of performance than standard fixed-priced options. IBM, for
example, announced in February 2004 that its annual grants to senior executives will have a strike price 10
percent above the market price at grant date and remain fixed over the ten-year life of the options. The
share price must rise a meager one percent annually for executives to realize gains. Because strike prices
are fixed, premium-priced options hold no guarantee that the level of required performance will turn out to
be superior. During a sustained period of rising markets such as occurred in the late 1990s, premiums of 25
to 50 percent on ten-year options still reward below-average performance if the stocks of peers are
appreciating at a double-digit rate annually.
39
Arnott and Bernstein (2002).
40
Individual stocks can be more or less risky than the market. High-technology firms, for example, can
choose to increase the equity-risk premium or reduce the number of options granted to offset the greater
value of high-volatility options.
41
Holders of restricted stock must pay income taxes at ordinary rates when the shares vest. If executives
sell shares to pay the tax bill the retention and motivational incentives are correspondingly reduced.
42
Hall (2003).
43
Comprehensive modeling and numerical results for the value of stock options from a manager’s
perspective can be found in Lambert, Larcker, and Verreecchia (1991).
44
Some companies employ stock price appreciation or total return to shareholders as the criterion in
performance plans. These plans essentially replicate the results of stock options.
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