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WorldCom Case Study1 WorldCom(世通公司)案例分析1 By Dennis Moberg (Santa Clara University) and Edward Romar (University of Massachusetts-Boston) 由丹尼斯伯格（圣克拉拉大学）和爱德华•罗马尔（美国波士顿马萨诸塞州大学）著作 (The original of this document can be found at the Santa Clara University website at （源文档可以再圣克拉拉大学网站查阅： Note that this update is not part of the syllabus for the PRM or Associate PRM exam. It is included for reference and explanation only.) 此案件的更新可供l使用。请注意，此更新不是PRM教学大纲或联合PRM考试的一部分。它包含仅作参考和解释。） 2002 saw an unprecedented number of corporate scandals: Enron, Tyco, Global Crossing. In many ways, WorldCom is just another case of failed corporate governance, accounting abuses, and outright greed. But none of these other companies had senior executives as colorful and likable as Bernie Ebbers. A Canadian by birth, the 6 foot, 3 inch former basketball coach and Sunday School teacher emerged from the collapse of WorldCom not only broke but with a personal net worth as a negative nine-digit number2.No palace in a gated community, no stable of racehorses or multi-million dollar yacht to show for the telecommunications giant he created; only debts and red ink--results some consider inevitable given his unflagging enthusiasm and entrepreneurial flair. There is no question that he did some pretty bad stuff, but he really wasn't like the corporate villains of his day: Andy Fastow of Enron, Dennis Koslowski of Tyco, or Gary Winnick of Global Crossing.3 2002年出现了空前数量的企业丑闻：安然，环球电讯，泰科。在许多方面，世通公司只不过是另一种情况下，失败的企业管治，会计滥用，彻底的贪婪。但是，这些公司没有一个丰富多彩，讨人喜欢的高级管理人员，如伯尼•埃伯斯的。一位加拿大出生，6英尺3英寸的前篮球教练和星期学校老师，从世通公司的倒闭中脱颖而出，不仅打破了而且个人净资产负九位数字。在封闭社区没有豪华住宅，没有稳定的赛马或数百万美元的游艇，以示对电信巨头，他创造了，有些人认为只有债务和红墨水 - 结果必然给他的不懈的热情和创业精神。毫无疑问，他做了一些非常糟糕的东西，但他真的是不喜欢他的一天：安迪公司的安迪法斯托，泰科的丹尼斯•科斯洛夫斯基，或环球电讯公司的盖瑞•温尼克。 Personally, Bernie is a hard guy not to like. In 1998 when Bernie was in the midst of acquiring the telecommunications firm MCI, Reverend Jesse Jackson, speaking at an all-black college near WorldCom's Mississippi headquarters, asked how Ebbers could afford $35 billion for MCI but hadn't donated funds to local black students. Businessman LeRoy Walker Jr., was in the audience at Jackson's speech, and afterwards set him straight. Ebbers had given over $1 million plus loads of information technology to that black college. "Bernie Ebbers," Walker reportedly told Jackson, "is my mentor."4 Rev. Jackson was won over, but who wouldn't be by this erstwhile milkman http://www.ukassignment.org/mgzydx/ and bar bouncer who serves meals to the homeless at Frank's Famous Biscuits in downtown Jackson, Mississippi, and wears jeans, cowboy boots, and a funky turquoise watch to work. It was 1983 in a coffee shop in Hattiesburg, Mississippi that Mr. Ebbers first helped create the business concept that would become WorldCom. "Who could have thought that a small business in itty bitty Mississippi would one day rival AT&T?" asked an editorial in Jackson, Mississippi's Clarion-Ledger newspaper.5 Bernie's fall-and the company's-was abrupt. In June 1999 with WorldCom's shares trading at $64, he was a billionaire,6 and WorldCom was the darling of the New Economy. By early May of 2002, Ebbers resigned his post as CEO, declaring that he was "1,000 percent convinced in my heart that this is a temporary thing."7 Two months later, in spite of Bernie's unflagging optimism, WorldCom declared itself the largest bankruptcy in American history.8 This case describes three major issues in the fall of WorldCom: the corporate strategy of growth through acquisition, the use of loans to senior executives, and threats to corporate governance created by chumminess and lack of arm's-length dealing. The case concludes with a brief description of the hero of the case-whistle blower Cynthia Cooper. 此案件描述了WorldCom秋天的三个主要问题：通过收购企业策略的增长，高级管理人员使用贷款，以及由密友产生的对企业管治的威胁和缺乏正常交易。此案件以揭发英雄辛西娅•库珀的简要说明而结束。 The Growth through Acquisition Merry-Go-Round 通过旋转木马轮收购增长 From its humble beginnings as an obscure long distance telephone company WorldCom, through the execution of an aggressive acquisition strategy, evolved into the second-largest long distance telephone company in the United States and one of the largest companies handling worldwide Internet data traffic.9 According to the WorldCom Web site, at its high point, the company 从谦逊的起点，作为一个不起眼的长途电话公司世通公司，通过积极的收购策略的执行，演变成第二大长途电话公司在美国和全球互联网数据流量处理的最大公司之一。据世通网站，在其高点，公司 • Provided mission-critical communications services for tens of thousands of businesses around the world • Carried more international voice traffic than any other company • Carried a significant amount of the world's Internet traffic • Owned and operated a global IP (Internet Protocol) backbone that provided connectivity in more than 2,600 cities and in more than 100 countries • Owned and operated 75 data centers on five continents. [Data centers provide hosting and allocation services to businesses for their mission-critical business computer applications.]10 WorldCom achieved its position as a significant player in the telecommunications industry through the successful completion of 65 acquisitions.11 Between 1991 and 1997, WorldCom spent almost $60 billion in the acquisition of many of these companies and accumulated $41 billion in debt.12 Two of these acquisitions were particularly significant. The MFS Communications acquisition enabled WorldCom to obtain UUNet, a major supplier of Internet services to business, and MCI Communications gave WorldCom one of the largest providers of business and consumer telephone service. By 1997, WorldCom's stock had risen from pennies per share to over $60 a share.13 Through what appeared to be a prescient and successful business strategy at the height of the Internet boom, WorldCom became a darling of Wall Street. In the heady days of the technology bubble Wall Street took notice of WorldCom and its then visionary CEO, Bernie Ebbers. This was a company "on the move," and Wall Street investment banks, analysts and brokers began to discover WorldCom's value and make "strong buy recommendations" to investors. As this process began to unfold, the analysts' recommendations, coupled with the continued rise of the stock market, made WorldCom stock desirable, and the market's view of the stock was that it could only go up. As the stock value went up, it was easier for WorldCom to use stock as the vehicle to continue to purchase additional companies. The acquisition of MFS Communications and MCI Communications were, perhaps, the most significant in the long list of WorldCom acquisitions. With the acquisition of MFS Communications and its UUNet unit, "WorldCom (s)uddenly had an investment story to offer about the value of combining long distance, local service and data communications."14 In late 1997, British Telecommunications Corporation made a $19 billion bid for MCI. Very quickly, Ebbers made a counter offer of $30 billion in WorldCom stock. In addition, Ebbers agreed to assume $5 billion in MCI debt, making the deal $35 billion or 1.8 times the value of the British Telecom offer. MCI took WorldCom's offer making WorldCom a truly significant global telecommunications company.15 All this would be just another story of a successful growth strategy if it weren't for one significant business reality--mergers and acquisitions, especially large ones, present significant managerial challenges in at least two areas. First, management must deal with the challenge of integrating new and old organizations into a single smoothly functioning business. This is a time-consu ming process that involves thoughtful planning and considerable senior managerial attention if the acquisition process is to increase the value of the firm to both shareholders and stakeholders. With 65 acquisitions in six years and several of them large ones, WorldCom management had a great deal on their plate. The second challenge is the requirement to account for the financial aspects of the acquisition. The complete financial integration of the acquired company must be accomplished, including an accounting of assets, debts, good will and a host of other financially important factors. This must be accomplished through the application of generally accepted accounting practices (GAAP). #p#分页标题#e# WorldCom's efforts to integrate MCI illustrate several areas senior management did not address well. In the first place, Ebbers appeared to be an indifferent executive who "paid scant attention to the details of operations."16; For example, customer service deteriorated. One business customer's service was discontinued incorrectly, and when the customer contacted customer service, he was told he was not a customer. Ultimately, the WorldCom representative told him that if he was a customer, he had called the wrong office because the office he called only handled MCI accounts.17 This poor customer stumbled "across a problem stemming from WorldCom's acquisition binge: For all its talent in buying competitors, the company was not up to the task of merging them. Dozens of conflicting computer systems remained, local systems were repetitive and failed to work together properly, and billing systems were not coordinated."18 Poor integration of acquired companies also resulted in numerous organizational problems. Among them were: 被兼并公司不好的整合也导致了大量的组织问题。其中包括： • Senior management made little effort to develop a cooperative mindset among the various units of WorldCom. • Inter-unit struggles were allowed to undermine the development of a unified service delivery network. • WorldCom closed three important MCI technical service centers that contributed to network maintenance only to open twelve different centers that, in the words of one engineer, were duplicate and inefficient. • Competitive local exchange carriers (Clercs) were another managerial nightmare. WorldCom purchased a large number of these to provide local service. According to one executive, "the WorldCom model was a vast wasteland of Clercs, and all capacity was expensive and very underutilized. There was far too much redundancy, and we paid far too much to get it."19 Regarding financial reporting, WorldCom used a liberal interpretation of accounting rules when preparing financial statements. In an effort to make it appear that profits were increasing, WorldCom would write down in one quarter millions of dollars in assets it acquired while, at the same time, it "included in this charge against earnings the cost of company expenses expected in the future. The result was bigger losses in the current quarter but smaller ones in future quarters, so that its profit picture would seem to be improving."20 The acquisition of MCI gave WorldCom another accounting opportunity. While reducing the book value of some MCI assets by several billion dollars, the company increased the value of "good will," that is, intangible assets-a brand name, for example-by the same amount. This enabled WorldCom each year to charge a smaller amount against earnings by spreading these large expenses over decades rather than years. The net result was WorldCom's ability to cut annual expenses, acknowledge all MCI revenue and boost profits from the acquisition. WorldCom managers also tweaked their assumptions about accounts receivables, the amount of money customers owe the company. For a considerable time period, management chose to ignore credit department lists of customers who had not paid their bills and were unlikely to do so. In this area, managerial assumptions play two important roles in receivables accounting. In the first place, they contribute to the amount of funds reserved to cover bad debts. The lower the assumption of non-collectable bills, the smaller the reserve fund required. The result is higher earnings. Secondly, if a company sells receivables to a third party, which WorldCom did, then the assumptions contribute to the amount or receivables available for sale.21 So long as there were acquisition targets available, the merry-go-round kept turning, and WorldCom could continue these practices. The stock price was high, and accounting practices allowed the company to maximize the financial advantages of the acquisitions while minimizing the negative aspects. WorldCom and Wall Street could ignore the consolidation issues because the new acquisitions allowed management to focus on the behavior so welcome by everyone, the continued rise in the share price. All this was put in jeopardy when, in 2000, the government refused to allow WorldCom's acquisition of Sprint. The denial stopped the carousel, put an end to WorldCom's acquisition-without-consolidation strategy and left management a stark choice between focusing on creating value from the previous acquisitions with the possible loss of share value or trying to find other creative ways to sustain and increase the share price. In July 2002, WorldCom filed for bankruptcy protection after several disclosures regarding accounting irregularities. Among them was the admission of improperly accounting for operating expenses as capital expenses in violation of generally accepted accounting practices (GAAP). WorldCom has admitted to a $9 billion adjustment for the period from 1999 thorough the first quarter of 2002. 2002年7月，有关会计违规几个披露后世通申请破产保护。其中承认不当占经营费用作为资本开支违反一般公认会计准则（GAAP）。世通公司承认从1999年到2002年第一季度期间调整$90亿美元。 1Copyright © 2003 by Dennis Moberg, Santa Clara University and Edward Romar, University ofMassachusetts‐ Boston. Reprinted with permission. This case was made possible by a Hackworth Faculty Research Grant from the Markkula Center for Applied Ethics, Santa Clara University. 2 This is only true if he is liable for the loans he was given by WorldCom. If he avoids those somehow, his net worth may be plus $8.4 million according to the Wall Street Journal (see S. Pulliam & J. Sandberg [2002]. WorldCom Seeks SEC Accord As Report Claims Wider Fraud [November 5], A ‐1). 3 Colvin, G. (2002). Bernie Ebbers' Foolish Faith. Fortune, 146, (11 [November 25]), 52. 4 Padgett, T., & Baughn, A. J. (2002). The Rise and Fall of Bernie Ebbers. Time , 159, (19 [May 12]), 56+. 5 Padgett, T., & Baughn, A. J. (2002). The Rise and Fall of Bernie Ebbers. Time , 159, (19 [May 12]), 56+. 6 Young, S., & Solomon, D. (2002). WorldCom Backs Chief Executive For $340 Million. Wall Street Journal (February 8), B‐1. |
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