The WorldCom failure PowerPoint slides Hervé Stolowy HEC Paris Updated on November 1, 2008 The WorldCom failure 1 A challenge for academics • From Harvard to Enron (concerning Jeffrey Skilling) • “The MBA, the high road to fraud” (Courrier International) • From HEC to … The WorldCom failure 2 Presentation outline • • • • • • • Sources Structure and key people History of a success The back side of a success The accounting problem The collapse Lessons for the future 3 The WorldCom failure Sources • Cynthia Cooper: “Extraordinary circumstances - The journal of a corporate whistleblower” , Wiley, 2007. • Report of investigation by the special investigative committee of the Board of Directors of WorldCom (Dennis R. Beresford, Nicholas de B. Katzenbach, C.B. Rogers, Jr., Marc 31, 2003) (news.findlaw.com/wsj/docs/worldcom/bdspc omm60903rpt.pdf ) • Second interim report of Dick Thornburgh, Bankruptcy court examiner (June 9, 2003) (news.findlaw.com/hdocs/docs/worldcom/bke xmnr60903rpt2d.pdf) The WorldCom failure 4 Structure and key people 5 The WorldCom failure From a success… • • • • • 1983: creation of LDDS 1985: Bernie Ebbers appointed as CEO of LDDS 1995: name changed to WorldCom 1998: Acquisition of MCI By the end of 1999: – Had executed 70 acquisitions with a value of more than $50 billion – Owned a network of 150,000 Km of telephone lines – Had more than 80,000 employees (62,000 by the end of 2001) – Operated in 65 countries – Had a revenue of $36 billion (vs. $3.8 billion in 1995) The WorldCom failure 6 … to a failure • March 2002: first SEC investigations regarding accounting practices and loans to CEO • Bernie Ebbers fired in April 2002 because of loans granted by WC to him for huge amounts ($366m) • June 25, 2002: – Loss in the first quarter instead of a $130 million profit – Loss in 2001 instead of a $ 1.4 billion profit – Intention to restate its financial statements for 2001 and the first quarter of 2002 • Had discovered improper transfer of $3.852 billion from line cost expenses to asset accounts • August 8, 2002: WC announced additional irregularities in 1999 through 2002: $3.330 billion 7 The WorldCom failure The fall • Total improper accounting: $7.182 billion ($11 billion estimated later) • Value of the Company in June 1999 : $115 billion • Value of the share : $ 64.5 (pick in June 1999) • Value of the share on Wednesday June 26, 2002: $0.10 • Bankruptcy (Chapter 11): July 21, 2002 The WorldCom failure 8 Accounting fraud • Reduction of reported line costs – WorldCom largest category of expenses • Exaggeration of reported revenues • Objective of these manipulations: – To hold reported line costs to approximately 42% of revenues (ratio of line costs expense to revenue = “line cost E/R ratio”) • They reached levels in excess of 50% – To continue reporting double-digit revenue growth • Actual growth rates were substantially lower The WorldCom failure 9 Reduction of reported line costs • Initial discovery: $3.852 billion from line costs expenses to asset accounts during 2001 and the first quarter of 2002 • Additional line cost irregularities: total (including the first announcement): $6.412 billion • Other manipulation of line costs discovered • From 1999 through the first quarter of 2002: $7 billion • Two different “methods”: – Release of accruals (1999-2000) – Capitalization of operating line costs (2001-2002) The WorldCom failure 10 Line costs • Line costs = – Costs of carrying a voice call or data transmission from it starting point to its ending point – Fees paid to lease portions of other companies’ telephone network • Largest single expense • Official view from WC: Acquisitions and mergers create synergies => keep down line costs 11 The WorldCom failure Release of accruals • Estimates in accounting, especially during acquisitions • Companies sometimes overstate liabilities and expenses • Has to be corrected once the exact numbers have been determined • Some companies choose to leave them in place, creating what’s known in accounting, disapprovingly, as rainyday “cookie-jar reserves” • Accruals: amounts “set aside” to pay anticipated bills • Accruals supposed to reflect estimates of the costs associated with the use of lines ad other facilities of outside vendors • Release (reversal) is proper when less is needed to pay than anticipated The WorldCom failure 12 Accounting for accruals (example taken from the book – chapter 5) First year (example with electricity – equivalent to costs associated with lines) The WorldCom failure 13 Accounting for accruals (example taken from the book – chapter 5) Second year: Assume that transaction never recorded => Positive impact of 175 Same recording for costs associated with lines The WorldCom failure 14 Capitalization of line costs (example) No use of the production capitalized account (see chapter 8) 15 The WorldCom failure The capitalization • Why? Because available accruals exhausted • Line costs capitalized = ongoing, operating expenses => to recognize immediately • With no capitalization => pre-tax loss during three quarters (out of five) • Line cost E/R ratio > 50% in reality • Softening markets do not reduce WorldCom’s profitability => untrue The WorldCom failure 16 Report Line costs E/R ratio • Source: annual report 2001 17 The WorldCom failure People involved • To change the financial statements => To pull several of mid-level accountants into the plan • David Myers and Scott Sullivan are at high enough levels in the company that they don’t actually make accounting entries in the system • The trusted inner circle will have to grow • General accounting group (Clinton, Mississipi) • Property Accounting Group (Richardson, Texas) (in charge of all capital assets) • Concern raising during the second quarter of 2001 • More and more concern • But the practices continued until Internal Audit discovered the capitalization in June 2002 The WorldCom failure 18 Exaggeration of reported revenues • “Make the numbers” • Revenue growth = critical component of WC’s early success • To maintain double-digit rates despite the deterioration of the telecom industry in 2000 and 2001 • Beginning in 1999: large revenue accounting entries after the close of many quarters • Use of “Corporate unallocated” revenue accounts • $958 million between the first quarter of 1999 and the first quarter of 2002 The WorldCom failure 19 Summary of improper accounting entries Source: Beresford et al. Report, 2003 The WorldCom failure 20 Real figures 2003 Revenues Access costs Ratio Revenues Line costs Ratio 27,315 13,040 47.7% 2002 32,189 14,651 45.5% 2001 Restated 37,608 16,013 42.6% 2001 Original 35,179 14,739 41.9% 2000 Restated 39,251 16,889 43.0% 2000 Original 39,090 15,462 39.6% 1999 Original 35,908 14,739 41.0% • Source: Annual reports 2001 and 2003 The WorldCom failure 21 How the fraud was discovered • Whistleblower (“one who reveals wrongdoing within an organization to the public or to those in positions of authority”): Kim Emigh The WorldCom failure 22 How the fraud was discovered • Article published on May 16, 2002 (Fort Worth weekly) • Article transmitted on May 21, 2002, by Mark Abide [WC’s director of property accounting] to Glyn Smoth [WC internal audit staff] • Complains about capital expenditures which he was instructed to record as expenses • Tips sent to the Internal Audit • Beginning of an audit on capital expenditures • Small problem started a very big ball rolling The WorldCom failure 23 How the fraud was discovered • Internal audit began to grow increasingly suspicious of some entries in WorldCom’s books – The more they investigated, the stranger the reactions from some of they colleagues became – No one gave a straight answer – People who helped make the entries said they didn’t know what they represented, or tried to lead them in the wrong direction – The CFO asked the Internal audit to delay their audit work. – The Controller insisted that they were wasting their time and should be auditing other areas of the company The WorldCom failure 24 Direct consequence: Sarbanes-Oxley Act of 2002 • Certification of financial reports by CEOs and CFOs • Ban on personal loans to Executive Officers and Directors • Increased accounting transparency • Auditor independence, including outright bans on certain types of work and pre-certification by the company’s audit committee of all other non-audit work • Tougher criminal and civil penalties for securities violations • Protection for whistleblowers 25 The WorldCom failure Indirect consequence • More interest in financial accounting and reporting: – Within firms – From students – In the press (“It’s hot, it’s sexy, it’s … accounting”, title taken from the CPA Personnel Report) The WorldCom failure 26 Lessons and explanations • Growth with acquisitions – Importance of the share price (payment with shares) – Difficulty to harmonize the procedures within the group – Internal control problems • Importance of the internal audit department – Difficulty to develop the department – Difficulty to gain acceptance as a key player => focus on projects that “add value” rather than on internal control – Lack of resources – Not independent (reporting to the CFO and CEO) – Lack if interactions with external auditors (focus on operational audits) The WorldCom failure 27 Lessons and explanations • Managers’ personality: – – – – Scott Sullivan: appointed CFO at the young age of 33 Highly respected Wall Street: “financial wizard” and “straight shooter” 1997: compensation of more than $19 million => highest-paid CFO in the U.S. – 1998: CFO Magazine => CFO Excellence Award for mergers and acquisitions The WorldCom failure 28 Lessons and explanations • The pressure of analysts and the markets (Cynthia Cooper) – Line cost expense too high – WC will not meet the earnings guidance executives previously issued – The stock price will get hammered – Analysts will downgrade their opinions, which could send the company into a downward spiral – WC depends on its high stock price to acquire companies [acquisitions in shares] The WorldCom failure 29 Lessons and explanations • The analysts – – – – “Skeptics remain Chief among them Dan Reingold The top Merrill Lynch telecom analyst Dan and Jack Grubman have been adversaries for years – The two are opposites in demeanor as well – Dan is quietly methodological, deriving his reports from hundreds of hours of research – Jack is more flamboyant, just as ready to rely on intuition and the close relationships he’s built with industry executive” (Cynthia Cooper) The WorldCom failure 30 Lessons and explanations • Problem with accounting entries: the boomerang effect • Slippery slope – “Some executives lost their way and led others astray as well – They embarked on a slippery slope – Once they had begun to deceive, they did not regain their footing” (Cynthia Cooper) The WorldCom failure 31 Lessons and explanations • Firm’s culture • Kim Emigh portrayed WC as: – Being plagued by “loose business practices – Inadequate financial disclosure – And widespread internal chicanery and corruption” • Long before the accounting scandal The WorldCom failure 32 Lessons and explanations • Rationalization – – – – – – – – Line costs expense too high “Scott is at a dangerous crossroads He rationalizes that the cost of telling the truth is too high In any case, there must be an error It’ll surely correct itself the following quarter. Change the numbers, he instructs David Scott’s instructions are stressful for David But David has always felt loyal to his boss, so he, too, rationalizes – This will be temporary – There must be an error – Scott is sure of it” (Cynthia Cooper) The WorldCom failure 33 Lessons and explanations • Rationalization – “Troy [senior accountant] wonders if maybe he’s making too much out of this – After all, Scott’s very smart and highly regarded – He must know what he’s doing” (Cynthia Cooper) The WorldCom failure 34 Lessons and explanations • The auditor (Andersen) [Thornburgh report] – Failure to design adequate procedures or perform planned procedures • Too much emphasis on analytical audit (ratio comparison) [and Scott Sullivan knew it!] – Management’s influence over the audits • No access to the general ledgers and other ledgers and journals – Unfounded reliance on integrity of management and fraudulent or misleading financial reports – Failure to communicate critical assessments with audit committee and senior management – Andersen replaced by KPMG in April 2002 35 The WorldCom failure A life after the collapse • MCI, Inc emerges from Chapter 11 protection from bankruptcy (April 20, 2004) • Two reorganisation plans to eliminate the company’s debt • Bernie Ebbers: convicted (September 22, 2005) to 25 years in Federal prison for securities fraud, conspiracy and filing false documents with regulators • Ebbers is currently serving his sentence in a Louisiana prison and is likely to die in jail • Scott Sullivan (facing 165 years of potential jail time) pleaded guilty to three criminal charges and collaborated with the prosecutor: 5 years sentence • David Myers and Buford Yates: each sentenced to one year in prison The WorldCom failure 36 Humor about WorldCom Transparent 37 How did this happen? Humor about WorldCom The WorldCom failure 39 The WorldCom failure 41 The WorldCom failure 42 The WorldCom failure 43 The WorldCom failure 44 The WorldCom failure 45 The WorldCom failure 46 Last questions? The WorldCom failure 47