Titans of the Enron Economy:

The Ten Habits of Highly Defective Corporations

Reaching far beyond its employees, the long list of Enron casualties includes a wide array of individual and institutional investors and the broader taxpaying public. Shareholders have lost tens of billions of dollars in share value. State and municipal pension funds lost more than $1.5 billion on Enron stock. The State of Florida alone lost $335 million. Georgia lost $127 million, Ohio $115 million and New York City $109 million on Enron investments.

This is money that ultimately will have to be made up by increased taxpayer contributions to state pension coffers. Diverting tax money to make up for Enron losses provides less funding for other vital public services.

Before Enron imploded, it was embroiled in another scandal—profiteering from the deregulation of energy markets at great consumer expense and hardship. During the 2000 California electricity crisis, consumers faced blackouts and were overcharged an estimated $40 to $70 billion. California was not alone. New York, Massachusetts, Montana and other states have also suffered huge price increases and service problems.

Enron’s exorbitant option-related pay scheme was a principal factor in the company’s ability to not only avoid all federal corporate income taxes, but to actually get the Treasury to rebate $395 million during the three-year period ending in 2000, despite Enron reporting net profits of more than $1.1 billion.

Not coincidentally, Enron’s 29 top executives reportedly netted $1.1 billion from stock options in the three years leading to bankruptcy.

Business Week reports that CEOs receive about 60 percent of their total pay from stock options, and the 200 biggest companies (by revenue) allocate more than 16 percent of their outstanding shares of stock for options.

That means more than a third of the miraculous earnings growth of the late 1990s may have stemmed not from wise corporate strategy or increased productivity, but from a common misleading stock option accounting maneuver that legally left tens of billions of dollars of expenses off official income statements.

This report examines 10 Enron habits, all of which ultimately contributed to the company’s demise, and all of them common in corporate America. It offers “Enny” awards to corporations that have most taken advantage of these practices. The report concludes with a 12-Step Program to break corporate addictions to Enronesque habits and prevent future Enron-like debacles.

A key problem is that while defined benefit plans by law must be diversified, 401(k)s are heavily weighted with company stock. In firms with more than 5,000 401(k) participants, more than 43 percent of assets were in company stock.

Though Enron’s 401(k) plan was 58 percent invested in company stock, it was far from the worst among large companies. Ninety-four percent of Procter & Gamble’s 401(k) is invested in company stock, and 27 large companies have greater shares of company stock in their employees’ 401(k) plans than did Enron.

Moreover, 85 percent of all plans impose some restrictions on the sale of company stock held in their 401(k)s. Common restrictions include preventing employees from trading until they reach age 50, requiring employees to hold company stock a set period of time, and blackout periods where trades are not permitted when account administrators are changed. (Enron’s last blackout period coincided suspiciously with the stock’s final free-fall.)

Often companies entice employees to not diversify their retirement assets by offering a higher percentage matching contribution if the employees invest their portion of the 401(k) in company stock.

Enny Award in this category: Coca Cola. In 2000, more than 6,000 Coca Cola employees—one-fifth of Coke’s total workforce—lost their jobs in the largest downsizing in the company’s history. Employees saw their 401(k) retirement assets evaporate, with the stock down more than 31 percent in the three years ending November 2001. Coca-Cola workers’ 401(k)s were far more exposed to company stock than Enron’s employees, with more than 81 percent of Coke’s 401(k) plan invested in company stock.

Meanwhile, former CEO M. Douglas Ivester received a severance package valued at more than $17 million that included title to his company car and ongoing payment for “maintenance of home security system and club dues for existing clubs.”

Enny Award in this Category: Financial giant Citigroup, a golden goose for CEO Sanford Weill. A perennial fixture on Business Week’s list of the 20 highest paid CEOs, Weill took home more than $482 million between 1998 and 2000. In 2001, he made another $43 million. Like most highly paid CEOs, the bulk of Weill’s pay comes from stock gains. Weill’s stock compensation plan was amazingly equipped with a “reload” feature: each time Weill cashed in his stock options, he automatically received new options to replace them.

Who gave Weill such a sweet deal? Citigroup’s board of directors, one that on the surface appears to be composed of relatively independent outsiders. Only four of Citigroup’s 16 directors are company employees. However, looking deeper, Weill serves on the corporate boards of two Citigroup directors: C. Michael Armstrong, chairman of AT&T, and George David, chairman of United Technologies. A recipe for: “you pad my pay, I’ll pad yours.”

Citigroup also distinguished itself by flexing its political muscles in support of Enron, where Citigroup had $800 million in loans and insurance policies at stake. Robert Rubin, former Treasury Secretary and current chair of Citigroup’s Executive Committee, used his political connections to contact senior Treasury Department officials in the Bush administration and plead, unsuccessfully, for government intervention to prevent Enron’s collapse. Ironically, Enron was so intimately tied to the Bush administration that Bush couldn’t risk a bailout and the surefire administration scandal that would ensue.

Like Enron, Citigroup has a checkered record of international investment that has run afoul of environmental and human rights advocacy groups. And, like Enron, Citigroup’s investments are heavily backed by US agencies such as the Export-Import Bank and the Overseas Private Investment Corporation (OPIC). In the late 1990s, Citigroup alone accounted for 14 percent of the overseas insurance granted by OPIC.

Enny Award in this Category: Lucent Technologies. A once high-flying offspring of AT&T, Lucent last year axed at least 42,000 jobs in one of the most dramatic corporate downsizings in history.

Wall Street critics lay much of the responsibility for Lucent’s misfortune at management’s door. Lucent was the only company to end up on the 2001 worst boards of directors lists published by both Fortune and Chief Executive. Each magazine separately concluded that Lucent’s cozy six-person board let impending problems and sharply declining market shares go unaddressed in the late 1990s. Though the board took action and fired CEO Richard McGinn in October 2000, they gave him a golden parachute valued at more than $12 million in cash, plus an $870,000 annual pension.

Like Enron and Coca-Cola, Lucent employees saw their retirement assets shredded as Lucent’s stock price declined more than 90 percent. Nearly a third of the Lucent 401(k) plan was invested in company stock. Lucent earnings would have been reduced by 30 percent during 1996-2000 if Lucent had been required to expense stock options. Instead, Lucent got a stock option tax deduction of $1.1 billion.

The Council of Institutional Investors, a coalition of corporate, public and labor pension funds with combined assets of more than $2 trillion, believes that corporate boards should be composed of at least two-thirds independent directors.

Because there are no national standards, methods of determining independence vary. While all definitions exclude direct employees and people earning fees from companies (outside legal counsel, consultants, etc.), other definitions of independence are murky.

The Investor Responsibility Research Center (IRRC) reported that of the directors elected at Enron’s 2001 annual meeting, 64 percent met traditional standards of independence. Yet, among the nine directors categorized as independent are some with close informal ties: director John Mendelson is president of the University of Texas M.A. Anderson Cancer Center, to which Enron and the Lay family contributed more than $1.9 million. Wendy Gramm, wife of U.S. Senator Phil Gramm (R-TX), was another supposedly independent director. And though Enron’s political investments flowed freely in Washington, no member of Congress benefited more then Sen. Gramm, who received $72,000 from Enron between 1995 and 2000. These types of relationships are not required to be disclosed.

Enny Award in this Category: EMC Corporation. Only two years ago, this leading producer of computer storage media could have held Thanksgiving dinner in its boardroom: the Chairman, Richard Egan, his wife and son all sat on EMC’s board. As a member of the board, Junior got to help set Dad’s allowance (and help determine his own inheritance). Of course, Dad might not have needed much help, since he also sat on EMC’s Compensation Committee, which determined his, and other executives’, pay.

According to IRRC’s September 2001 study of corporate board independence, EMC had the least independent board among companies with $5 billion or more in revenue. Though EMC’s board has become somewhat less ingrown since the study was completed, it is still just 38 percent independent.

While investors suffered and 4,000 employees lost their jobs last year, EMC’s insider-dominated board granted Chairman Michael Ruettgers a pay package worth nearly $16 million in 2001 on top of more than $105 million between 1998 and 2000. When investors confronted EMC in 2001 with a shareholder proposal asking the company to adopt a policy committing to board independence, the company filed a more than 100-page legal brief with the SEC arguing that shareholders should not have the right to vote on such a measure. The SEC ruled against the company, and EMC shareholders were allowed to vote on this important issue at the company’s May annual meeting.

At typical large companies, boards meet once a month. Even factoring in a few days of preparation time, being a corporate director is a part-time job with pay most full-time workers can only dream of, plus plenty of perks. According to IRRC, Enron’s non-employee directors received $353,140 in compensation in the year 2000, ranking Enron fourth in this category among companies with more than $5 billion in annual revenues. Like most firms with director mega-compensation, a large share of Enron directors’ pay—about 80 percent— came from stock awards.

Excessively large stock awards have the potential to compromise a board’s willingness to hold management accountable for taking excessive risks. In the case of Enron, directors had their own personal fortunes largely tied to the company’s soaring stock price. What incentive did any of them have to blow the whistle on increasingly troubling business practices, which masked $1 billion in phantom profits? The board wrote a scathing report about Enron’s now-famous duplicitous partnerships, but only after the scandal had brought down the company.

Enny Award in this Category: AOL Time Warner, one of a growing number of companies to compensate directors solely in stock options. In 2000, according to the IRRC study, the potential value of those stock options (using SEC-specified formulas for computing the present value) was $843,200 per director, not bad for a part-time job.

About two decades ago, the major auditing firms discovered there was significant money to be made by adding consulting services to their auditing work, covering such things as tax strategy development, advice on mergers and acquisitions, and suggestions for restructuring and improving management information systems. Not only does non-audit consulting work carry higher profit margins, but most clients have been enticed to spend more on their consulting contracts than on their audits.

The objectivity of auditors is compromised when their challenging a problematic accounting method may result in their losing valuable consulting business. In Enron’s case, Arthur Andersen was not willing to jeopardize $27 million in consulting contracts by blowing the whistle on the accounting excesses discovered during the audit process, for which it was paid a $25 million fee in 2000.

About 95 percent of companies studied paid their auditors for some consulting work. In February 2002, Walt Disney Company, under pressure from union shareholders, became the first Fortune 500 company to adopt a policy forbidding its independent auditor from engaging in non-audit consulting work. Other large companies are expected to follow this lead.

Enny Award in this Category: Raytheon. According to the IRRC study of corporate accounting fees, Raytheon had the third-highest ratio of non-audit consulting fee to audit fees among companies with more than $5 billion of revenue. In 2000, Raytheon paid just $3 million to Price Waterhouse Coopers for audit services and an additional $48 million for consulting services.

That Raytheon’s independent auditor receives such large non-audit fees creates a substantial conflict of interest and continues a pattern of the board and management disregard for shareholder and employee interests. The Raytheon board has refused to adopt an annual election of directors despite majority shareholder support for such a policy for the last two years.

Enron acquired its political capital with campaign gifts, and reinforced it with jobs. Wendy Gramm presided over the Commodity Futures Trading Commission when it made the landmark decision to exempt over-the-counter energy contracts (those not made through a regulated commodity exchange) from certain anti-fraud provisions, perhaps the single greatest boost that changed Enron from a boring pipeline operator to a sexy Wall Street star. Five weeks later, Dr. Gramm was offered a new role as one of Enron’s directors.

Gramm had plenty of company in the revolving door. Enron hired former Secretary of State James Baker and former Secretary of Commerce Robert Mosbacher as consultants. While U.S. Ambassador to India, Frank Wisner tried to help Enron salvage its energy boondoggle there. Upon retiring from the diplomatic corps, Wisner was appointed to the board of an Enron-controlled company.

Before becoming Secretary of the Army, with its $91 billion budget, Thomas White was vice chair of Enron Energy Services. At Enron he was charged with making sure the company got its piece of the pie as the Pentagon privatized its own utilities. Once ensconced as Army secretary, White sent a memo down the chain of command last November calling for a bigger, better privatization program. White made millions while at Enron and millions more selling Enron stock before it plummeted, raising allegations of insider trading.

The supposedly profitable Enron Energy Services was a fraud, hemorrhaging money while covering up its losses. As Al Hunt writes in the Wall Street Journal, Enron “played with funny money. But their political investment helped prolong the Ponzi scheme.” Most importantly for the future, Enron’s influence resulted in a host of regulatory appointees it favored and a long trail of harmful policies, such as the consumer-harming energy deregulation policies.

Enny Award in this Category: the Financial Services Industry. Accepting the award for their industry are Citigroup and MBNA. After heavy lobbying and campaign contributions from the banking and credit card industry, Congress passed The Bankruptcy Reform Act in 2001 by wide margins, and President Bush has said he will sign it. But at this writing, the bill is still stalled in the House-Senate conference committee.

Credit card giants Citigroup and MBNA were among the 10 largest campaign contributors during the 2000-2002 period. On the very day the House voted on the bill, MBNA contributed $200,000 to the National Republican Senatorial Committee, according to a Time magazine exposé written by investigative journalists Donald Barlett and James Steele.

Under current law, consumers overwhelmed by debt have the option of filing for Chapter 7 bankruptcy protection, under which the family’s assets are sold off to settle debts. Primary homes, retirement assets and a few personal possessions cannot be touched.

The bankruptcy reform bill championed by the credit card industry and opposed by consumer groups would not only make filing for bankruptcy considerably more difficult, it would also put credit card companies in a more favorable position, allowing them an equal standing to claims for child support, for example.

Ironically, while companies like Enron Corporation easily avail themselves of bankruptcy protection to cover the lies and misdeeds of corporate executives, the innocent Enron employees who suddenly lost their jobs may not be so easily able to protect themselves or their families if the Bankruptcy Reform Act becomes law.

Take the case of Energy Secretary Spencer Abraham. The New York Times reports, “As he helped the Bush administration write its national energy report last year, [Abraham] heard from more than 100 energy industry executives, trade association leaders and lobbyists, according to documents released by the Energy Department.” Despite their efforts to meet with him, “Mr. Abraham did not meet with any representative of environmental organizations or consumer groups.”

Among those who did meet with Abraham were 18 energy industry contributors, including Enron, ChevronTexaco, El Paso and ExxonMobil, who have donated a combined $16.6 million to Republican candidates since 1999.

It’s difficult to know exactly what kind of resources Enron spent lobbying. Among the company’s post-bankruptcy disclosures was that it underreported its lobbying expenses for the first six months of 2000 by a factor of three—instead of $825,000, it was really $2.5 million. As reported by the Center for Responsive Politics, Enron lobbied on a wide range of issues, from energy, broadband, and international trade bills and regulations to energy taxes and repeal of the corporate alternative minimum tax.

Enny Award for this Category: Boeing. With over $12 billion in revenues from Defense Department contracts in fiscal year 2000, Boeing was surpassed only by Lockheed Martin as a government contractor. Boeing circumvented military procurement practices when the Secretary of the Air Force directly submitted a controversial contract under which the Air Force would lease 100 large tanker aircraft from Boeing.

Senator John McCain (R-AZ) challenged both the process and the terms of the deal, which he said would cause the government to pay much more for the lease than if it purchased the planes outright. “It’s a boondoggle, plain and simple, to help Boeing after 9-11. It’s a wrong that indicates the power of the military-industrial complex in setting our priorities,” fumed McCain.

U.S. government agencies, such as the Overseas Private Investment Corporation (OPIC), Export-Import Bank and several others, paid more than half that amount—$3.68 billion for 25 projects. The World Bank and Inter-American Development Bank, both heavily influenced by the U.S. government, kicked in another $1.5 billion to support Enron’s ventures. This was another way Enron shifted costs, and risks, to taxpayers.

Enron’s targets of overseas investment are almost all poor nations, most with a lot of internal dissent about the moves made by government leaders. Often the dissent centers on disputes over environment and development issues, such as the building of Enron power plants or the sale of public water supplies to Enron. Enron’s extremely controversial Dabhol power plant project in India is a case in point. The $30 billion contract to build this plant—the most expensive contract in the history of the country—sparked protest by the Indian people. After providing $30 million of “educational payments” to Indian government officials, the contract was signed.

Even though the World Bank refused to fund the project because it was not viable, OPIC and the Import-Export Bank stepped forward with $600 million in cash and loan guarantees. As political power changed hands in India, the plant was short-circuited. Secretary of State Colin Powell and Vice President Dick Cheney both twisted the arms of Indian officials on behalf of Enron.

The Bush administration even went so far as to form a “Dabhol Working Group” within the National Security Council to help Enron collect its debts. The combination of Enron’s bankruptcy and continued unwillingness of the Indian government to pay bloated power costs may have dealt the plant its final blow. At present, the controversial project has filed for bankruptcy and the plant is in the hands of a court-appointed receiver.

Enny Award in this Category: Halliburton. Vice President Dick Cheney was the right man for the role of Enron bagman seeking to collect the India debts that left OPIC and the Import-Export Bank on the hook for hundreds of millions of dollars thanks to Enron rip-offs. These same agencies were very good to Cheney when he was CEO of Halliburton, a leading global energy services and engineering/construction company, prior to joining President Bush in his bid for the White House.

When it comes to his own receipt of corporate welfare, Cheney has blinders. During the 2000 Vice Presidential debates in Danville, KY, Democratic candidate Senator Joseph Lieberman invoked the memory of Ronald Reagan when he asked the audience, “Are you better off than you were eight years ago?” Without pause, Lieberman turned to Cheney and said, “And I’m pleased to see, Dick, from the newspapers, that you’re better off than you were eight years ago too.” Cheney retorted with a straight face: “And I can tell you, Joe, that the government had absolutely nothing to do with it.”

Well, not exactly. Under the direction of Cheney—a former congressman, White House chief of staff and Secretary of Defense—Halliburton received $1.5 billion in government financing and loan guarantees, a 15-fold increase from the pre-Cheney days. The company also garnered $2.3 billion in direct government contracts, more than double the amount received in the five years preceding Cheney’s half-decade tenure.

Over the 1992-2000 period in which Enron received $7.2 billion in government financing and loan guarantees, Halliburton was close behind at $6 billion.

Halliburton doubled both its campaign finance and lobbying expenditures, to $1.2 million and $600,000 respectively, during Cheney’s tenure. Among the bills Halliburton lobbied to pass: OPIC Reauthorization; and the Foreign Operation Appropriations Bill to fund OPIC, the Export-Import Bank and the Trade and Development Agency.

Like Enron, Halliburton wanted protection from overseas risks. Halliburton legally circumvented U.S. sanctions against Iraq, Burma and Libya by using foreign affiliates. The company also conducted business with Iran, Azerbaijan, which was subject to U.S. sanctions for ethnic cleansing and Indonesia, where one of the company’s contracts was voided in a post-Suharto cleanup of corruptly awarded contracts.

Enron’s 800 Raptor partnerships in tax havens like the Cayman Islands offer a partial answer to how Enron cuts its corporate taxes. In addition, deducting billions of dollars of stock option gains reduced Enron’s tax burden by nearly $600 million over five years.

Companies use all sorts of devices to avoid taxes, such as stock option deductions, tax shelters, shifting profit offshore, deferred tax, and using past-year losses to offset current income. From 1995 to 2000, reports Business Week, “Corporate earnings jumped by more than a third, but taxes rose by only about 17%.”

Enny Award in this Category: WorldCom. When you send or receive email from an AOL account, fly on a commercial airliner or make long-distance calls on MCI, you are consuming services provided by WorldCom, the nation’s largest operator of fiber optics networks. WorldCom has grown over the years through a series of dramatic acquisitions. These acquisitions—and the write-offs associated with them—are a principal force behind WorldCom’s tax avoidance Enny. Though the company reported net income of $3.5 billion between 1996 and 1998, it received a tax rebate of $112.6 million, paid for by other taxpayers.

In early March 2002, the SEC began a widespread investigation of WorldCom, including a look at accounting practices similar to those found at Enron, and the terms of Ebbers’ personal loan. WorldCom’s independent accountant is...Arthur Andersen.

Later in March, 150 WorldCom employees filed racial, sexual and age discrimination complaints with the US Equal Employment Opportunity Commission. In April, WorldCom announced it would be laying off 3,700 employees.

The Lifetime Achievement Enny: General Electric For Outstanding Performance in the Spirit of Enron, Enron came in second to General Electric. No company has demonstrated greater leadership in “Bringing the 10 Bad Habits to Life.” For a complete discussion of how GE has excelled in all 10 categories, access the full report available online; see end of story for references.

1. Improve Disclosure

2. Apply ERISA diversification rules covering traditional pensions to defined contribution plans (e.g., 401(k) plans) as well.

3. End taxpayer subsidies for excessive compensation, whether in cash or stock.

4. Ban company loans to executives.

5. Adopt a regulatory standard of board independence.

6. Require complete auditor independence.

7. Require auditors to be changed every five years.

8. Require stock options to be expensed on an annual income statement, with the amount of tax deduction limited to the value of the stock option at the time of the grant.

9. Prohibit inclusion of pension fund gains in the presentation of corporate earnings.

10. Adopt a progressive corporate income tax.

11. Change the focus of U.S. and international trade and finance agencies to include sustainable development criteria and democratic input from affected peoples.

12. Amend corporate laws to balance the needs and interests of all stakeholders — i.e., shareholders, customers, employees and communities.