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7/27/2019 RIse & fall of Worldcom Meyer 07
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The Rise and Fall of WorldCom
The World’s Largest
Accounting FraudBy John P. Meyer, 2-23-07
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Agenda
Overview of WorldCom
Nature of accounting fraud Impact of the fraud
How it happened
Why ‘good’ managers make bad ethicalchoices
Key take aways
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Overview of WorldCom
WorldCom was the darling of Wall Street and theTelecom Industry of the 90‟s
Grew rapidly through acquisitions and from increaseddemand for telecom services
High stock price was a powerful currency to makeacquisitions
WorldCom was a casualty of the Dotcom BubbleBurst of 2000 Resorted to accounting fraud to meet financial targets
Went bankrupt
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Overview of WorldCom
Key Events
– 1996: Acquired MFS (including internet backbone) – 1998: Acquired MCI (more than twice it‟s size) – 2000: Failed merger with Sprint (would have been the
largest merger in history) – 2000: Dotcom Bubble Burst (rapid decline in telecom
stock values) – 2000-02: WorldCom loans $400M to CEO (Ebbers) – 2002: Accounting Fraud uncovered – 2002: Filed for Bankruptcy Protection – 2004: Emerged from Bankruptcy as MCI – 2005: Verizon agrees to acquire the company for $6.75B
(plus assumption of $6B of Debt)
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Overview of WorldCom
Financial Highlights 1994 1999 2001 2004
($ in billions)
Revenues $2.2 $37.1 $35.2 $20.7
Total Assets $3.4 $91.1 $103.9 $17.1
Employees (in 000's) 7.5 97.6 87.8 40.4
Market Cap. $3.3 $150.5 $42.8 $ 6.4
Debt $0.8 $ 13.1 $30.0 $ 5.9
Total Capitalization $4.1 $163.6 $72.8 $12.3
Source: Original SEC Filings , before restatements for accounting fraud.
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Nature of Accounting Fraud
• $11 Billion Accounting Fraud over 3 year period (1999 - 2002)
• Accounting Fraud occurred in two main forms:
Understatement of operating expenses of $7B through improper release
of accruals and through improper capitalization of operating expenses
Overstatement of revenues of $1B.
Summary of Improper Income statement amounts ($ in millions)
1999 2000 2001 2002 Total
Revenues $ 205 $ 328 $ 358 $ 67 $ 958
Line Costs $ 598 $ 2,870 $ 3,063 $ 798 $ 7,329
Other Expenses $ 135 $ 676 $ 177 $ (25) $ 428
Total $ 938 $ 3,874 $ 3,598 $ 840 $ 9,250
Source: Report of Investigation by the Special Investigative Committee of Board of Directors of WorldCom, Inc.
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Impact of the Fraud
Shareholders$180B of shareholder value lost (based on peak stock
price)Debt & Preferred Stock holders$37.5B of debt and preferred stock holder value lost
Company$750M settlement paid to SEC
Employees57,000 employees lost jobsAll current and former employees lost most of their
retirement savings (invested in WorldCom stock)
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Impact of the Fraud
Executives and Accounting Staff 6 individuals convicted of fraud / conspiracy / false filings
Ebbers – CEO 25 years in prisonSullivan – CFO 5 years in prisonMyers – Controller 1 year in prison
Yates – Dir of Acctg 1 year in prisonVinson – Acctg Dept 5 months in prison
Manager 5 months house arrestNormand –Acctg Dept 3 years probation
Manager Above 6 individuals agreed to pay a total of $24-34M to
settle securities class action case
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Impact of the Fraud
Board of Directors12 Directors agreed to pay (out of pocket) a total of $25M to
settle securities class action case
Investment BankersSettlement of securities class action case with banks:
Citi Group $2.6BJP Morgan 2.0BB of A .5B
Other .9B
SEC Action:Grubman an Soloman Brothers Securities Analyst fined $15M
and banned for life from practice.
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Impact of the Fraud
Independent Auditor
Arthur Andersen agreed to pay $65M to settle securities class
action case
Insurance Companies
Agreed to pay $36M to settle claims against WorldCom directorsand officers
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How It Happened
WorldCom EnvironmentSubstantial Problems with the Company‟s Internal Controls
WorldCom was dominated by Ebbers and Sullivan, withvirtually no checks and constraints placed on their actions
Significant pressure to “meet the numbers” Lack of courage of employees to communicate the
fraudulent activates – believed it would have cost themtheir jobs
A financial system in which controls were extremely
deficient The BOD and Audit Committee did not appear to have had
an adequate understanding of the company and culture Inadequate audits by independent auditors
___________ Source: Report of Investigation by the Special Investigative Committee of the Board of Directors of
WorldCom, Inc.
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How It Happened
Macro Business EnvironmentThe 90‟s has been labeled by many as the “Perfect Storm”
The whole system of checks and balances failedPublic Companies Accounting Profession- Management & Boards -Standard Setters
Investment Banks -Independent Auditors- Bankers and Analysts Legal Profession- Institutional Investors- Individual Investors
Resulted in a number of high profile business failures andwrongdoings
WorldCom Enron HealthSouthQwest Tyco AdelphiaGlobal Crossing Boeing ImClone
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Why „good‟ managers make bad
ethical choices (Source: HBS 1986 – Saul W. Gellerman)
Four Rationalizations To Justify QuestionableConduct
1) Believe that the activity is not “really” illegal
2) Believe that it is in the individual‟s or
corporation‟s best interest
3) Believe that it will never be found out
4) Believe that the company will condone actionsthat are taken in its interest and will evenprotect the managers responsible
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Why „good‟ managers make bad
ethical choices (HBS 1986 – Saul W. Gellerman)
ConclusionA good way to avoid management oversights is to
subject the control mechanisms themselves toperiodic surprise audits… The point is to make sure that internal audits and controls
are functioning as planned It is a case of inspecting the inspectors and taking the
necessary steps to keep the controls working efficiently
It is up to Top Management to send a clear &pragmatic message to all employees that goodethics is still the foundation of good business
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Key Take Aways
History repeats itself
Be aware of your environment
If it seems too good to be true, it probably is
No job is worth breaking the law or committingunethical acts for
Your personal integrity is your most important asset – you own it and control it
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References First Interim Report of Dick Thornburgh, Bankruptcy Court Examiner – United States
Bankruptcy Court Southern District of New York – re. WorldCom, Inc. (November 4, 2002) Report of Investigation by the Special Investigative Committee of the Board of Directors of
WorldCom, Inc. (March 31, 2003)
Second Interim Report of Dick Thornburg, Bankruptcy Court Examiner (June 9, 2003 Why ‘good’ managers make bad ethical choices by Saul W. Gellerman– Harvard Business
Review (July – August 1986) Order to Commit Fraud, A Staffer Balked, Then Caved by Susan Pulliam – Wall Street
Journal (June 23, 2003) Ebbers Is Convicted in Massive Fraud by Almar Latour, Shawn Young and Li Yuan – WSJ
(March 16, 2005) At Center of Fraud, WorldCom Official Sees Life Unravel by Susan Pulliam – WSJ (March
24, 2005) WorldCom’s Myers Gets One-Year Prison Term by Shawn Young – WSJ (August 10,
2005) WorldCom’s Sullivan Gets Five Years in Jail by Dionne Searcey and Shawn Young – WSJ
(August 11,2005) Settlements – WorldCom Securities Litigation – www.worldcomlitigation.com