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4 CORPORATE INNOVATION AND GOVERNANCE We argue in this chapter that Enron’s ultimate financial failure most likely occurred for the same reason that WorldCom, Global Crossing, and many other firms periodically have run into trouble. In short, these firms all lacked the ability to identify their true comparative advantage. In some cases, this meant overinvesting in new markets and technologies that never took off. In other cases, the firms simply overestimated the value that they could add. But is this something that new policies and regulations should strive to ensure “never happens again”? Or, as we argue here, is this aspect of Enron’s failure nothing more than a testimonial to the fact that competitive markets are effective judges of success and failure? We begin this chapter with an overview of Enron. In doing so, we stress that it was first and foremost an energy business that employed an innovative asset lite strategy that accounted for many of Enron’s genuinely successful years. We then brief ly discuss those businesses in which Enron failed because it departed from the successful asset lite strategy employed in the energy business. The next section formally frames Enron’s asset lite strategy in the context of competitive economic theory. We argue that the standard “neoclassical” economic models do not explain f irms such as Enron and that a more “disequilibrium-oriented” or “neo-Austrian” approach is required. A concluding section considers whether Enron’s failure as a business either offers lessons for other f irms or provides a proscriptive case for greater regulation. Apart from providing an analysis of Enron’s business strategy through the lens of economic theory, our chapter also illustrates the limitations of the traditional neoclassical theory of the price system for explaining entrepreneurship and innovation—terms we feel that, despite Enron’s illegal and fraudulent activities in some areas, nevertheless, do describe this company in other areas. From a neoclassical perspective, markets are viewed as being in a stationary state in which the relevant knowledge about demand and supply is known and market prices are static, or given, data to be taken and used by individuals and firms. In this world without change, we need not ask how this state of affairs came about. This knowledge simply falls into the category of irrelevant bygones. Neoclassical economics also deals with change. It does so by employing comparative statics. For example, we can conceive of a quasistationary state in which changes in the relevant knowledge in a market are few and far between, and the analysis of the full repercussions are dealt with by evaluating and comparing the stationary states before and after the changes in relevant knowledge occur. In the neoclassical world, prices act as signposts, guiding consumers to substitute goods for one another and producers to learn which lines of production to abandon or EMPIRE OF THE SUN 5 which to turn toward. In this neoclassical conception, the price system acts as a network of communication in which relevant knowledge is transmitted at once throughout markets that jump from one stationary state to the next. In the neo-Austrian or disequilibrium-oriented context, by contrast, the market is viewed as a process that is in a constant state of f lux.1 As a consequence, there are no stationary or quasi-stationary states. Indeed, expectations about the current and future state of affairs are always changing because the state of relevant knowledge is always changing. With those changing expectations, market prices are also changing. The price system is functioning as a network for communicating relevant knowledge. It is also a discovery process that is in continuous motion, working toward creating a unity and coherence in the economic system. The speed of adjustment and the dissemination of knowledge in the price system depend on the scope and scale of the markets, however. As it relates to our discussion here, the full force of market integration is realized when both spot and forward markets exist. Indeed, one important function of forward or derivatives markets is to spread relevant knowledge about what market participants think the future will be. Forward markets connect and integrate those expectations about the future with the present in a consistent manner. Although the future will always remain uncertain, it is possible for individuals to acquire information and knowledge about the expected future and adjust their plans accordingly. In addition, they can—via forward markets—express their views about the future by either buying or selling forward. Forward markets, then, bring expectations about the future into consistency with each other and also bring forward prices into consistency with spot prices, with the difference being turned into “the basis.” In a neo-Austrian world, the state of relevant knowledge and expectations is in a constant state of f lux. And not surprisingly, spot and forward prices, as well as their difference (the basis), are constantly changing, too. Ever-changing expectations, therefore, keep the market process in motion. In consequence, disequilibrium is a hallmark of the neo-Austrian orientation. While the neo-Austrian market process is in a constant state of flux, it is working toward integrating and making consistent prices, both spot and forward.2 As the analysis in this chapter demonstrates, the explicit incorporation of neo-Austrian variables such as time, knowledge, and market process into the traditional price theoretical framework for microeconomic analysis is fundamental to understanding fully the f inancial and commercial market strategies of a company such as Enron. 6 CORPORATE INNOVATION AND GOVERNANCE ENRON’S ENE RGY BUSI NE SS To understand Enron’s business model for its core activities requires a brief explanation of how commodity markets function. The usefulness of many physical commodities to producers (e.g., wheat that can be milled into f lour) and consumers (e.g., bread) depends on the supply chain through which the commodity is transformed from its raw, natural state into something of practical use. Figure 1.1 shows a typical supply chain for a variety of commodities. When a commodity moves from one part of the supply chain to the next, transportation, distribution, and delivery services are almost always involved. These services are the glue that keeps the supply chain linked. To put it simply, Enron specialized in these transportation, distribution, and transformation services—often called intermediate supply chain or midstream services. Accordingly, Enron acted as a wholesale merchant. It acquired the latest information about alternative sources of supply and set prices for goods in a process that would maximize Enron’s turnover. Enron was an ideal vehicle for the discovery and transmission of relevant knowledge. In its 2000 annual report, Enron described itself as “a firm that manages efficient, f lexible networks to reliably deliver physical products at predictable prices” (Enron, 2001, cover).3 This involved four core business areas for the firm: wholesale services, energy services, broadband services, and transportation services. Enron Wholesale Services was the corporation’s largest—and generally the most prof itable—operation. The bulk of that business was the transportation/transmission and distribution of natural gas and electricity. On a volume basis, Enron accounted for more than twice the amount of gas and power delivery in the United States of its next-largest competitor (Enron, 2001, p. 9). In addition, Enron maintained an active (and, in several cases, growing) market presence in the supply chains Origination • Planting • Growing • Harvesting FIGURE 1.1 Transformation • • • • • • Milling Processing Storing Insuring Refining Transporting The Supply Chain Trading/Execution • • • • Importing Exporting Roasting Transporting Delivery • Distributing • Consuming EMPIRE OF THE SUN 7 for other commodities, including coal, crude oil, liquefied natural gas (LNG), metals, steel, and pulp/paper. Enron Wholesale Service’s customers were generally other large producers and industrial firms. Enron Energy Services dealt mainly with the retail end of the energy market supply chains. Enron Wholesale Services might deliver electrical power to a utility, for example, whereas Enron Energy Services might contract with a large grocery store chain to supply their power directly. Enron Broadband Services was focused on the nonenergy business of broadband, or the use of fiber optics to transmit audio and video. Capacity on fiber-optic cables is known as bandwidth. Enron Broadband Services had three business goals. The f irst was to deploy the largest open global broadband network in the world, called the Enron Intelligent Network, consisting of 18,000 miles of fiber-optic cable. The second commercial objective was for Enron to dominate the market for buying and selling bandwidth. Finally, Enron sought to become a dominant provider of premium content, mainly through streaming audio and video over the Internet. Enron’s fourth operating division was Enron Transportation Services, formerly the Gas Pipeline Group. Long a core competency of Enron, Transportation Services concentrated on operating interstate pipelines for the transportation of natural gas. Albeit highly specialized and narrowly focused, gas transportation was perhaps the core brick on which the Enron Corporation foundation was laid. The Houston Natural Gas Production Company was founded in 1953 as a subsidiary of Houston Natural Gas (HNG) to explore for, drill, and transport gas. From 1953 to 1985, the firm underwent a slow but steady expansion, respectably keeping pace with the gradual development of the gas market. Natural gas was deregulated throughout the late 1980s and early 1990s. During this time, supplies increased substantially, and prices fell by more than 50 percent from 1985 to 1991 alone. As competition increased, the number of new entrants into various parts of the natural gas supply chain grew dramatically, and many existing firms restructured. One such restructuring was the acquisition in 1985 of HNG by InterNorth, Inc. The takeover of HNG was largely the brainchild of Kenneth Lay, who had joined HNG as its CEO in 1984. Working closely with Michael Milken, Lay helped structure the InterNorth purchase of HNG as a leveraged buy-out relying heavily on junk-bond finance.4 Lay wrested the position of CEO of the merged firm from InterNorth CEO Samuel Segnar in 1985. In 1986, InterNorth changed its name to Enron Corporation and incorporated Enron Oil & Gas Company (EOG), ref lecting its expansion 8 CORPORATE INNOVATION AND GOVERNANCE into oil markets to supplement its gas market presence. By then, most firms active in oil markets were also involved in gas—and conversely—given complementarities in exploration, drilling, pumping, distribution, and the like. With the exception of a brief hiatus toward the end, Lay remained CEO of Enron Corporation until the firm failed.5 In 1985, the Federal Energy Regulatory Commission (FERC) allowed open access to gas pipelines for the first time. As a consequence, Enron was able to charge other firms for using Enron pipelines to transport gas, and, similarly, Enron was also able to transport gas through other companies’ pipelines. Around this time, Jeffrey Skilling, then a consultant for McKinsey, began working with Enron. He was charged with developing a creative strategy to help Enron—recall, it had just been created through the InterNorth/HNG merger—leverage its presence in the emerging gas market. Skilling argued that the benefits of open access might be more than offset by the declining revenues associated with the general drop in prices and margins that greater competition would bring. Add to that Enron’s mountain of debt, and Skilling maintained that Enron would not last very long unless a creative solution was identified. Skilling argued, in particular, that natural gas would never be a serious source of revenues for the firm as long as natural gas was traded exclusively in a “spot” physical market for immediate delivery. Instead, he argued that a key success driver in the coming era of postderegulation price volatility would be the development of a natural gas derivatives market in which Enron would provide its customers with various price risk management solutions—forward contracts in which consumers could control their price risk by purchasing gas today at a fixed price for future delivery and option contracts that allowed customers the right, but not the obligation, to purchase or sell gas at a fixed price in the future. Viewed from a neo-Austrian perspective, Skilling was functioning as a classic entrepreneur. Once FERC changed the rules of the game and natural gas became deregulated, Skilling spotted an entrepreneurial opportunity to develop new markets. By introducing forward markets, individuals could acquire information and knowledge about the future and express their own expectations by either buying or selling forward. Moreover, with both spot and futures prices revealed, the basis—the difference between spot and futures prices—could be revealed and a more unified and coherent natural gas “market” could be created. While such a new setup would not eliminate risk and uncertainty, it promised to allow much more relevant knowledge to be discovered and disseminated, allowing firms to adjust their expectations and plans accordingly and to manage their risk more effectively (Lachmann, 1978). EMPIRE OF THE SUN 9 To create this market in natural gas derivatives, Skilling urged that Enron set up a “gasbank”—called GasBank. Much as traditional banks intermediate funds, Enron’s GasBank intermediated gas purchases, sales, and deliveries by entering into long-term, fixed-price delivery and price risk management contracts with customers. Soon thereafter, other natural gas firms began to offer clients similar risk management solutions. And those producers, in turn, also came to Enron for their risk management needs. Enron acted as a classic market maker, standing ready to enter into natural gas derivatives on both sides of the market—that is, both buying and selling gas (or, equivalently, buying at both fixed/f loating prices or swapping one for the other). Enron thus became the primary supplier of liquidity to the market, earning the spread between bid and offer prices as a fee for providing the market with liquidity. In addition and in a broader sense, Enron was functioning to spread knowledge about what market participants expected prices to be. Did this mean Enron was exposed to all of the price risks that its trading counter parties were attempting to avoid? No, because many of the contracts into which Enron entered naturally offset one another. True, a consumer seeking to lock in its future energy purchase price with Enron would create risk exposure for Enron. If prices rose above the fixed price at which Enron agreed to sell energy to a consumer, Enron could lose big money. But that might be offset by a risk exposure to falling prices that Enron would assume by agreeing to buy that same asset from a producer at a fixed price, thus allowing the producer to hedge its exposure to price increases. (See Chapters 4, 5, and 9 for more discussion of these different types of contracts.) Enron was left with only the residual risk across all its customer positions in its GasBank, which, in turn, Enron could manage by using derivatives with other emerging market makers, generally known as swap dealers, or on organized futures exchanges.6 For a long time, Enron was not merely a market maker for natural gas derivatives—it was the market maker, having virtually created the market. This meant wider spreads, higher margins, and more revenues for Enron as the sole real liquidity supplier to the market. But this also meant few counter parties existed with which Enron could trade to hedge its own residual risks. Here is where Enron’s physical market presence comes back into the picture. In addition to allowing Enron to discover and reveal a great deal of “local” knowledge, Enron’s presence in the physical market meant that it could control some of the residual price risks from its market-making operations. This could be accomplished because of offsetting positions in its physical pipeline and gas operations. Consider, for example, a firm that is 10 CORPORATE INNOVATION AND GOVERNANCE buying natural gas in Tulsa, Oklahoma, from a pipeline with a supply source in San Angelo, Texas. If that firm seeks to lock in its future purchase price for gas to protect against unexpected price spikes, it might enter into a forward purchase agreement with Enron, thus leaving Enron to bear the risk of a price increase. But if Enron also owns the pipeline and charges a price for distribution proportional to the spot price of gas, the net effect will be roughly offsetting. Operating this kind of gasbank also gave Enron valuable information about the gas market itself. Knowing from its pipeline operations that congestion was likely to occur at Point A, for example, Enron could anticipate price spikes at delivery points beyond Point A arising from the squeeze in available pipeline capacity. And Enron could very successfully “trade around” such congestion points. Conversely, when prices in derivatives markets signaled surplus or deficit pipeline capacity in the financial market, Enron could stand ready to exploit that information in the physical market. Gradually, thanks to Enron’s role as market maker, the natural gas derivatives market became increasingly standardized and liquid. Accordingly, relevant knowledge was spread more rapidly and the natural gas market became more integrated and coherent. Enron still offered customized solutions to certain consumers and producers, but much of the volume of the market shifted to exchanges such as the New York Mercantile Exchange (N Y MEX), which began to provide standardized gas futures. Nevertheless, Enron’s role as dominant market maker left the GasBank well situated to prof it from supplying liquidity to those standardized markets, as well as retaining much of the custom over-thecounter (OTC) derivatives dealing business. The Enron GasBank division eventually became Enron Gas Services (EGS) and later Enron Capital and Trade Resources (EC&TR). In 1990, Skilling left McKinsey to become a full-time Enron employee, and Skilling later became CEO of both EGS and EC&TR. In 2001, Skilling ultimately replaced Lay as CEO for the whole firm, marking the only time in the history of Enron that Lay was not at the helm. When Skilling joined Enron formally in 1990, he maintained that the future success of the firm would come from repeating the GasBank experience in other markets. To accomplish this, Skilling developed a business concept known as asset lite, in which Enron would combine small investments in capital-intensive commodity markets with a derivatives trading and market-making “overlay” for that market. The purpose was to begin with a relatively small capital expenditure that was used to acquire portions of assets and establish a presence in the physical market. This allowed EMPIRE OF THE SUN 11 Enron to learn the operational features of the market and to collect information about factors that might affect market price dynamics. Then, Enron would create a new financial market overlaid on that underlying physical market presence—a market in which Enron would act as market maker and liquidity supplier to meet other firms’ risk management needs. As Skilling described it, “[Enron] is a company that makes markets. We create the market, and once it’s created, we make the market” (Kurtzman and Rifkin, 2001, p. 47). Needless to say, this encapsulates the essence of one of the central roles of a neo-Austrian entrepreneur. One reason for the appeal of asset lite was that it enabled Enron to exploit some presence in the physical market without incurring huge capital expenditures on bulk fixed investments. Enron quickly discovered that this was best accomplished by focusing on investing in intermediate assets in commodity supply chains. In natural gas, this meant that Enron could get the biggest bang for its buck in midstream activities such as transportation, pipeline compression, storage, and distribution. Enron’s Transwestern Pipeline Company eventually became the first U.S. pipeline that was exclusively for transportation, neither pumping gas at the wellhead nor selling it to customers (Clayton, Scroggins, and Westley, 2002). Other markets in which Enron applied its asset lite business expansion strategy with a large degree of success included coal, fossil fuels, pulp, and paper. But after its successful experience with gas, Enron remained much more interested in markets that were being deregulated. Electricity thus became a major focus of the firm in the mid-1990s and was a key success driver for Enron, as Neves explains in Chapter 4. OI L A ND WATE R DO NOT M IX Throughout its history, Enron’s consistent financial and market successes occurred only in the energy sector. This was not for lack of effort, however. On more than one occasion, Enron tried to expand its business outside the energy area, albeit rarely with any success. Asset Heav y at Enron Inte rnat ional When it became clear that Lay was preparing to turn over the reins in the latter half of the 1990s, an extremely contentious struggle for the leadership of Enron ensued (Fusaro and Miller, 2002). In no small part, this occurred because of the success of Enron GasBank and the power marketing operations of EC&TR. When the dust settled, Lay named EC&TR CEO and asset lite inventor Skilling as the new CEO of Enron Corporation in 12 CORPORATE INNOVATION AND GOVERNANCE February 2001. That Skilling would rise to this level, however, was not at all a foregone conclusion. Right up to the announcement date, debates about whose shoulder Lay would tap were popular coffee shop banter. Skilling’s chief competitor was Rebecca Mark. In 1993, Mark prevailed on Lay to establish Enron International (EI), of which she became the first president. Mark did not adhere to an asset lite strategy. Instead, she pursued an asset heavy strategy of attempting to acquire or develop large capital-intensive projects for their own sake. In other words, there was no financial trading activity overlay component for most of her initiatives, nor was there intended to be. She tried instead to identify projects whose revenues promised to be sizable purely based on the capital investment component with no need for a market-maker component. Unlike asset lite, this did not prove to be an area in which Enron Corportion had much comparative advantage. Wate r Trading Rights The EI operations delved into the asset-heavy water supply industry. At least here, there was some pretense of eventually developing a “water rights trading market,” but it was so far down the road that the f irm’s water investments had to be regarded as largely self -contained capital projects, the largest of which was Azurix and its Wessex Water initiative. In 1998, Enron spun off the water company Azurix. Enron retained a major interest in the firm, which focused its efforts on water markets in a single purchase—the British firm Wessex Water, for which Enron paid about $1.9 billion. But in this case, deregulation did not help Enron. There was no market-making function and no trading overlay—there was only a British water company serving a market with plummeting prices. (This experience also underscores the fundamentally correct view that Skilling advanced when he was still at McKinsey—namely, expanding in a deregulating market makes little sense if you are limited to selling a spot commodity, whose price is falling out of bed.) At the same time that the falling prices of deregulation in Britain were eating away Wessex’s margins, Azurix itself was hit with staggering losses on several of its other operations, mainly in Argentina. In the wake of this failed venture, as well as the spectacular failure of EI’s Dhabhol, India, power plant project, which may have cost Enron as much as $4 billion, Mark resigned as CEO in the summer of 2000. Enron eventually sold Wessex in 2002, just about three years after financing its acquisition by Azurix to a Malaysian firm for $777 million, or $1.1 billion less than it paid for the firm (Fusaro and Miller, 2002). EMPIRE OF THE SUN 13 The Broadband Black Hole Like its forays into the water industry, Enron’s broadband efforts were plagued with problems from the start. In gas and power markets, Enron acquired its physical market presence by investing in assets sold mainly by would-be competing energy companies. It then used those investments to help create and develop a financial market, the growth of which, in turn, helped increase the value of Enron’s physical investments. But that increase did not come at the expense of Enron’s competitors, which in turn were benefiting from the new price-risk management market. In broadband technologies, by contrast, Enron’s asset lite effort required the firm to acquire assets not just from competitors, but from the inventors of the technology. Even then, Enron was paying for a technology that was essentially untested with no guarantee that the emerging bandwidth market would bolster asset values. As such, Enron had to pay dearly to acquire a market presence from f irms that viewed Enron’s effort not as a constructive market-making move, but as essentially intrusive. Several other drags on Enron’s broadband expansion efforts contributed to its ultimate failure. One was the simple lack of demand for the technology to materialize as expected. Enron is also alleged to have been using the bandwidth market to mislead investors—and possibly certain senior managers and directors—about its losses on underlying broadband technologies. On the one hand, Enron touted optimism about the eventual success of the broadband strategy in part by pointing at significant trading in the bandwidth market. On the other hand, few other market participants were observing any appreciable trading activity, and Enron was openly disclosing millions of dollars of losses on its quarterly and annual reports on its broadband efforts. Much of that market activity now seems to have come from Enron’s “wash” or “round-trip trades” or transactions in which Enron is essentially trading with itself.7 To take a simple example, a purchase and sale of the same contract within a one- or two-minute period of time in which prices have not changed shows up as “volume,” but the transactions wash out and amount to no real bottom-line profits. Apart from using wash trades to exaggerate the state of the market’s development, Enron was also alleged to have used some of its bandwidth derivatives for “manufacturing” exaggeratedly high valuations for its technological assets. Enron and Qwest are under investigation for engaging in transactions with each other that are alleged to have been designed specifically to create artificial mark-to-market valuations. Enron and Qwest engaged in a $500 million bandwidth swap negotiated just before the end of the 2001 third-quarter financial reporting period. Many would argue that Enron and Qwest were swapping one worthless thing for another worthless