What the Dog Saw and Other Adventures

by Malcolm Gladwell

  Because it’s so simple, I’m probably going to end before my allotted time. It’s black-and-white. Truth and lies. The shareholders, ladies and gentlemen… buy a share of stock, and for that they’re not entitled to much but they’re entitled to the truth. They’re entitled for the officers and employees of the company to put their interests ahead of their own. They’re entitled to be told what the financial condition of the company is. They are entitled to honesty, ladies and gentlemen.

  But the prosecutor was wrong. Enron wasn’t really a puzzle. It was a mystery.

  3.

  In late July of 2000, Jonathan Weil, a reporter at the Dallas bureau of the Wall Street Journal, got a call from someone he knew in the investment-management business. Weil wrote the stock column called “Heard in Texas” for the paper’s regional edition, and he had been closely following the big energy firms based in Houston — Dynegy, El Paso, and Enron. His caller had a suggestion. “He said, ‘You really ought to check out Enron and Dynegy and see where their earnings come from,’ ” Weil recalled. “So I did.”

  Weil was interested in Enron’s use of what is called mark-to-market accounting, which is a technique used by companies that engage in complicated financial trading. Suppose, for instance, that you are an energy company and you enter into a $100 million contract with the state of California to deliver a billion kilowatt hours of electricity in 2016. How much is that contract worth? You aren’t going to get paid for another ten years, and you aren’t going to know until then whether you’ll show a profit on the deal or a loss. Nonetheless, that $100 million promise clearly matters to your bottom line. If electricity steadily drops in price over the next several years, the contract is going to become a hugely valuable asset. But if electricity starts to get more expensive as 2016 approaches, you could be out tens of millions of dollars. With mark-to-market accounting, you estimate how much revenue the deal is going to bring in and put that number in your books at the moment you sign the contract. If, down the line, the estimate changes, you adjust the balance sheet accordingly.

  When a company using mark-to-market accounting says it has made a profit of $10 million on revenues of $100 million, then, it could mean one of two things. The company may actually have $100 million in its bank accounts, of which $10 million will remain after it has paid its bills. Or it may be guessing that it will make $10 million on a deal where money may not actually change hands for years. Weil’s source wanted him to see how much of the money Enron said it was making was “real.”

  Weil got copies of the firm’s annual reports and quarterly filings and began comparing the income statements and the cash-flow statements. “It took me a while to figure out everything I needed to,” Weil said. “It probably took a good month or so. There was a lot of noise in the financial statements, and to zero in on this particular issue you needed to cut through a lot of that.” Weil spoke to Thomas Linsmeier, then an accounting professor at Michigan State, and they talked about how some finance companies in the 1990s had used mark-to-market accounting on subprime loans — that is, loans made to higher-credit-risk consumers — and when the economy declined and consumers defaulted or paid off their loans more quickly than expected, the lenders suddenly realized that their estimates of how much money they were going to make were far too generous. Weil spoke to someone at the Financial Accounting Standards Board, to an analyst at the Moody’s investment-rating agency, and to a dozen or so others. Then he went back to Enron’s financial statements. His conclusions were sobering. In the second quarter of 2000, $747 million of the money Enron said it had made was unrealized — that is, it was money that executives thought they were going to make at some point in the future. If you took that imaginary money away, Enron had shown a significant loss in the second quarter. This was one of the most admired companies in the United States, a firm that was then valued by the stock market as the seventh-largest corporation in the country, and there was practically no cash coming into its coffers.

  Weil’s story ran in the Journal on September 20, 2000. A few days later, it was read by a Wall Street financier named James Chanos. Chanos is a short-seller — an investor who tries to make money by betting that a company’s stock will fall. “It pricked up my ears,” Chanos said. “I read the 10-K and the 10-Q that first weekend,” he went on, referring to the financial statements that public companies are required to file with federal regulators. “I went through it pretty quickly. I flagged right away the stuff that was questionable. I circled it. That was the first run-through. Then I flagged the pages and read the stuff I didn’t understand, and reread it two or three times. I remember I spent a couple hours on it.” Enron’s profit margins and its return on equity were plunging, Chanos saw. Cash flow — the lifeblood of any business — had slowed to a trickle, and the company’s rate of return was less than its cost of capital: it was as if you had borrowed money from the bank at 9 percent interest and invested it in a savings bond that paid you 7 percent interest. “They were basically liquidating themselves,” Chanos said.

  In November of that year, Chanos began shorting Enron stock. Over the next few months, he spread the word that he thought the company was in trouble. He tipped off a reporter for Fortune, Bethany McLean. She read the same reports that Chanos and Weil had, and came to the same conclusion. Her story, under the headline “IS ENRON OVERPRICED?,” ran in March of 2001. More and more journalists and analysts began taking a closer look at Enron, and the stock began to fall. In August, Skilling resigned. Enron’s credit rating was downgraded. Banks became reluctant to lend Enron the money it needed to make its trades. By December, the company had filed for bankruptcy.

  Enron’s downfall has been documented so extensively that it is easy to overlook how peculiar it was. Compare Enron, for instance, with Watergate, the prototypical scandal of the 1970s. To expose the White House cover-up, Bob Woodward and Carl Bernstein used a source — Deep Throat — who had access to many secrets, and whose identity had to be concealed. He warned Woodward and Bernstein that their phones might be tapped. When Woodward wanted to meet with Deep Throat, he would move a flowerpot with a red flag in it to the back of his apartment balcony. That evening, he would leave by the back stairs, take multiple taxis to make sure he wasn’t being followed, and meet his source in an underground parking garage at 2 a.m. Here, from All the President’s Men, is Woodward’s climactic encounter with Deep Throat:

  “Okay,” he said softly. “This is very serious. You can safely say that fifty people worked for the White House and CRP to play games and spy and sabotage and gather intelligence. Some of it is beyond belief, kicking at the opposition in every imaginable way.”

  Deep Throat nodded confirmation as Woodward ran down items on a list of tactics that he and Bernstein had heard were used against the political opposition: bugging, following people, false press leaks, fake letters, cancelling campaign rallies, investigating campaign workers’ private lives, planting spies, stealing documents, planting provocateurs in political demonstrations.

  “It’s all in the files,” Deep Throat said. “Justice and the Bureau know about it, even though it wasn’t followed up.”

  Woodward was stunned. Fifty people directed by the White House and CRP to destroy the opposition, no holds barred?

  Deep Throat nodded.

  The White House had been willing to subvert — was that the right word? — the whole electoral process? Had actually gone ahead and tried to do it?

  Another nod. Deep Throat looked queasy.

  And hired fifty agents to do it?

  “You can safely say more than fifty,” Deep Throat said. Then he turned, walked up the ramp and out. It was nearly 6:00 a.m.

  Watergate was a classic puzzle: Woodward and Bernstein were searching for a buried secret, and Deep Throat was their guide.

  Did Jonathan Weil have a Deep Throat? Not really. He had a friend in the investment-management business with some suspicions about energy-trading companies like Enron, but the friend wasn’t an insider. Nor did
Weil’s source direct him to files detailing the clandestine activities of the company. He just told Weil to read a series of public documents that had been prepared and distributed by Enron itself. Woodward met with his secret source in an underground parking garage in the hours before dawn. Weil called up an accounting expert at Michigan State.

  When Weil had finished his reporting, he called Enron for comment. “They had their chief accounting officer and six or seven people fly up to Dallas,” Weil says. They met in a conference room at the Journal’s offices. The Enron officials acknowledged that the money they said they earned was virtually all money that they hoped to earn. Weil and the Enron officials then had a long conversation about how certain Enron was about its estimates of future earnings. “They were telling me how brilliant the people who put together their mathematical models were,” Weil says. “These were MIT PhDs. I said, ‘Were your mathematical models last year telling you that the California electricity markets would be going berserk this year? No? Why not?’ They said, ‘Well, this is one of those crazy events.’ It was late September 2000 so I said, ‘Who do you think is going to win? Bush or Gore?’ They said, ‘We don’t know.’ I said, ‘Don’t you think it will make a difference to the market whether you have an environmentalist Democrat in the White House or a Texas oilman?’ ” It was all very civil. “There was no dispute about the numbers,” Weil went on. “There was only a difference in how you should interpret them.”

  Of all the moments in the Enron unraveling, this meeting is surely the strangest. The prosecutor in the Enron case told the jury to send Jeffrey Skilling to prison because Enron had hidden the truth: You’re “entitled to be told what the financial condition of the company is,” the prosecutor had said. But what truth was Enron hiding here? Everything Weil learned for his Enron exposé came from Enron, and when he wanted to confirm his numbers, the company’s executives got on a plane and sat down with him in a conference room in Dallas.

  Nixon never went to see Woodward and Bernstein at the Washington Post. He hid in the White House.

  4.

  The second, and perhaps more consequential, problem with Enron’s accounting was its heavy reliance on what are called special-purpose entities, or SPEs.

  An SPE works something like this. Your company isn’t doing well; sales are down and you are heavily in debt. If you go to a bank to borrow $100 million, it will probably charge you an extremely high interest rate, if it agrees to lend to you at all. But you’ve got a bundle of oil leases that over the next four or five years are almost certain to bring in $100 million. So you hand them over to a partnership — the SPE — that you have set up with some outside investors. The bank then lends $100 million to the partnership, and the partnership gives the money to you. That bit of financial maneuvering makes a big difference. This kind of transaction did not (at the time) have to be reported in the company’s balance sheet. So a company could raise capital without increasing its indebtedness. And because the bank is almost certain the leases will generate enough money to pay off the loan, it’s willing to lend its money at a much lower interest rate. SPEs have become commonplace in corporate America.

  Enron introduced all kinds of twists into the SPE game. It didn’t always put blue-chip assets into the partnerships — like oil leases that would reliably generate income. It sometimes sold off less-than-sterling assets. Nor did it always sell those assets to outsiders, who presumably would raise questions about the value of what they were buying. Enron had its own executives manage these partnerships. And the company would make the deals work — that is, get the partnerships and the banks to play along — by guaranteeing that, if whatever they had to sell declined in value, Enron would make up the difference with its own stock. In other words, Enron didn’t sell parts of itself to an outside entity; it effectively sold parts of itself to itself — a strategy that was not only legally questionable but extraordinarily risky. It was Enron’s tangle of financial obligations to the SPEs that ended up triggering the collapse.

  When the prosecution in the Skilling case argued that the company had misled its investors, they were referring, in part, to these SPEs. Enron’s management, the argument went, had an obligation to reveal the extent to which it had staked its financial livelihood on these shadowy side deals. As the Powers Committee, a panel charged with investigating Enron’s demise, noted, the company “failed to achieve a fundamental objective: they did not communicate the essence of the transactions in a sufficiently clear fashion to enable a reader of [Enron’s] financial statements to understand what was going on.” In short, we weren’t told enough.

  Here again, though, the lessons of the Enron case aren’t nearly so straightforward. The public became aware of the nature of these SPEs through the reporting of several of Weil’s colleagues at the Wall Street Journal — principally John Emshwiller and Rebecca Smith — starting in the late summer of 2001. And how was Emshwiller tipped off to Enron’s problems? The same way Jonathan Weil and Jim Chanos were: he read what Enron had reported in its own public filings. Here is the description of Emshwiller’s epiphany, as described in Kurt Eichenwald’s Conspiracy of Fools, the definitive history of the Enron debacle. (Note the verb scrounged, which Eichenwald uses to describe how Emshwiller found the relevant Enron documents. What he means by that is downloaded.)

  It was section eight, called “Related Party Transactions,” that got John Emshwiller’s juices flowing.

  After being assigned to follow the Skilling resignation, Emshwiller had put in a request for an interview, then scrounged up a copy of Enron’s most recent SEC filing in search of any nuggets.

  What he found startled him. Words about some partnerships run by an unidentified “senior officer.” Arcane stuff, maybe, but the numbers were huge. Enron reported more than $240 million in revenues in the first six months of the year from its dealings with them.

  Enron’s SPEs were, by any measure, evidence of extraordinary recklessness and incompetence. But you can’t blame Enron for covering up the existence of its side deals. It didn’t; it disclosed them. The argument against the company, then, is more accurately that it didn’t tell its investors enough about its SPEs. But what is enough? Enron had some three thousand SPEs, and the paperwork for each one probably ran in excess of a thousand pages. It scarcely would have helped investors if Enron had made all three million pages public. What about an edited version of each deal? Steven Schwarcz, a professor at Duke Law School, recently examined a random sample of twenty SPE disclosure statements from various corporations — that is, summaries of the deals put together for interested parties — and found that on average they ran to forty single-spaced pages. So a summary of Enron’s SPEs would have come to a hundred and twenty thousand single-spaced pages. What about a summary of all those summaries? That’s what the bankruptcy examiner in the Enron case put together, and it took up a thousand pages. Well, then, what about a summary of the summary of the summaries? That’s what the Powers Committee put together. The committee looked only at the “substance of the most significant transactions,” and its accounting still ran to two hundred numbingly complicated pages and, as Schwarcz points out, that was “with the benefit of hindsight and with the assistance of some of the finest legal talent in the nation.”

  A puzzle grows simpler with the addition of each new piece of information: if I tell you that Osama bin Laden is hiding in Peshawar, I make the problem of finding him an order of magnitude easier, and if I add that he’s hiding in a neighborhood in the northwest corner of the city, the problem becomes simpler still. But here the rules seem different. According to the Powers report, many on Enron’s board of directors failed to understand “the economic rationale, the consequences, and the risks” of their company’s SPE deals — and the directors sat in meetings where those deals were discussed in detail. In Conspiracy of Fools, Eichenwald convincingly argues that Andrew Fastow, Enron’s chief financial officer, didn’t understand the full economic implications of the deals, either, and he was the one w
ho put them together.

  “These were very, very sophisticated, complex transactions,” says Anthony Catanach, who teaches accounting at the Villanova University School of Business and has written extensively on the Enron case. Referring to Enron’s accounting firm, he said, “I’m not even sure any of Arthur Andersen’s field staff at Enron would have been able to understand them, even if it was all in front of them. This is senior-management-type stuff. I spent two months looking at the Powers report, just diagramming it. These deals were really convoluted.”

  Enron’s SPEs, it should be noted, would have been this hard to understand even if they were standard issue. SPEs are by nature difficult. A company creates an SPE because it wants to reassure banks about the risks of making a loan. To provide that reassurance, the company gives its lenders and partners very detailed information about a specific portion of its business. And the more certainty a company creates for the lender — the more guarantees and safeguards and explanations it writes into the deal — the less comprehensible the transaction becomes to outsiders. Schwarcz writes that Enron’s disclosure was “necessarily imperfect.” You can try to make financial transactions understandable by simplifying them, in which case you run the risk of smoothing over some of their potential risks, or you can try to disclose every potential pitfall, in which case you’ll make the disclosure so unwieldy that no one will be able to understand it. To Schwarcz, all Enron proves is that in an age of increasing financial complexity, the “disclosure paradigm” — the idea that the more a company tells us about its business, the better off we are — has become an anachronism.

  5.

  During the summer of 1943, Nazi propaganda broadcasts boasted that the German military had developed a devastating “super weapon.” Immediately, the Allied intelligence services went to work. Spies confirmed that the Germans had built a secret weapons factory. Aerial photographs taken over northern France showed a strange new concrete installation pointed in the direction of England. The Allies were worried. Bombing missions were sent to try to disrupt the mysterious operation, and plans were drawn up to deal with the prospect of devastating new attacks on English cities. Nobody was sure, though, whether the weapon was real. There seemed to be weapons factories there, but it wasn’t evident what was happening inside them. And there was a launching pad in northern France, but it might have been just a decoy, designed to distract the Allies from bombing real targets. The German secret weapon was a puzzle, and the Allies didn’t have enough information to solve it. There was another way to think about the problem, though, which ultimately proved far more useful: treat the German secret weapon as a mystery.