Sunday, November 17, 2013

Lecture 9 - Guest Lecture by Jim Alexander: Managing the Crooked E

Professor Douglas W. Rae: Let me give a forward to you of today in relationship to the week afterward. Today we have Jim Alexander on Enron, and we'll do this as a conversation, except that at a certain point he's going to just do a little straight lecturing on some basics related to unfamiliar ideas in the HBS case, or potentially unclear ideas. This is a--the Enron case is arguably the most important meltdown in modern history of American capitalism. It is certainly the one which had riveted the world's attention more than any other, and Jim was there at the beginning--not at the beginning, but there in an almost perfect vantage point. So we're fortunate to have him today. Before I go further I should say it's his birthday, and he, I think he doesn't want me to tell you how old he is.
Student: Happy twenty-eighth!
Jim Alexander: Thank you. I needed that.
Professor Douglas W. Rae: On Monday we'll have Richard Medley, founder of Medley Global Advisors, and that case is about his selling--Medley selling Medley Global Advisors and quitting. The question is: How could a business have tens of millions of dollars worth of value when it is in entirely framed around the personality of one person? The answer is he got it done, and he will be a very interesting guest. He's completely unpredictable and he is famous, or infamous, for George Soros' attack on the pound sterling. This was nearly twenty years ago, when Soros' famous hedge fund decided it was going to attack the pound sterling, and Richard Medley was then working for Soros and Medley had inside information about the behavior of the central banks of continental Europe, and was able to predict their behavior. So Soros--the Soros fund made well over a billion dollars on one transaction in an attack on the value of the pound. The attack was controversial and Medley's role in it was controversial, and we'll have some fun with him about that.
You should begin now reading Posner; the pages are small, but it's a dense book. It's a challenging book, and you'll need it for Wednesday of next week when we have Will Goetzmann in as a guest. Will is the director of the Yale International Center for Finance, and like Jim, a Yale College alum, and again like Jim, something of a renaissance man. He's going to be talking about the crash of 2008, which is a pretty intricate story, and the Posner is easily the best book written about it, though not easily the easiest book written about it. Without further ado, Jim is a 1973 graduate of Yale College and let's talk to him about your life after Yale. There is life after Yale College and how it began for you and how it carried forward until the date you arrived at Enron.
Jim Alexander: I'll shorten the version. The details get to be sort of tedious.
Professor Douglas W. Rae: Only for you, not for us.
Jim Alexander: Okay, well anyway, I went to HBS because all the smart people were going into law or medicine. I had a primitive sense of markets and I knew that I should avoid the smart people, much as I did in my classes. I then, from HBS went to Aetna Life and Casualty, investing their money, bond investment department; till my then wife announced either we could leave Hartford or she could leave Hartford, at which point I sort of started searching for a job in New York, and landed one at a venerable old firm called Kuhn, Loeb & Co., may it rest in peace, which promptly merged out of existence about nine months after I joined it. At the time it merged into Lehman Brothers, at the time I listened to my uncle, who was a client of Lehman, and avoided Lehman. And I went to work at First Boston; another may it rest in peace actually, sort of firm. Then in an astonishing move of true idiocy, I went to back to Lehman in 1981 in their energy department because I was interested in energy, until Shearson acquired Lehman and it had all the human characteristics of Lehman, and the economic characteristics of Shearson; i.e., the worst of both worlds. Then I, being the flying Dutchman of finance, went to Drexel until it went poof and it went broke in 1990. I then had one last job in conventional investment banking with a New Orleans firm till the head of the firm announced that I had an "uneconomic attachment to quality," which was about the worst thing he could say about anyone, so I took my quixotic approach and became a consultant charging sort of minimum wage by investment banking standards and--
Professor Douglas W. Rae: Which is maximum wage by college professor standards.
Jim Alexander: I don't know. Economic college professor standards it's not--I think Steve Ross makes a lot of money.
Professor Douglas W. Rae: He doesn't make it here or at MIT though.
Jim Alexander: That's a separate issue. Anyway--so I was--one of my past clients, and I was there, actually, at the start of Enron, because I was there--we helped refinance Enron's huge amounts of debt that were about to go into default until we had done something when the--when Enron was created in 1984 or 1985, I think. One of my clients who had been at Enron, I became an investment--conventional investment banking--I became a consultant to Enron, started working on their attempt to roll up their aggregate into one legal entity, all of their foreign projects. After a while the complexities were such that virtually no one had the institutional memory required to be able to complete the deal except for one or two people and they needed someone who knew what their--knew the story to be able to really stay on with the company, and they asked me if I wanted to do that and I ended up agreeing. Then I was there a full nine months until--this was in 1994, I was there about nine months before I, the general counsel and the controller, all resigned in the fall of 1995.
Professor Douglas W. Rae: So you spent those nine months, all of them, I think, as Chief Financial Officer of Enron Global Pipeline & Power?
Jim Alexander: Yes I was--those nine months were spent at the subsidiary level as the CFO of this one little subsidiary company of theirs. But during that time anyone who walked the halls of Enron could pick up lots of information, and the only issue was whether you wanted to ignore it or not, and of course a lot of people's excellent livelihoods depended on their ignoring the information freely available in the halls, which turned out generally to be quite accurate.
Professor Douglas W. Rae: Was the ethical texture of Enron noticeably different from the general mind run of investment banking as you had experienced it?
Jim Alexander: Well that's an excellent question. The problem is there--you can either trace a declining curve--constantly declining curve in investment banking from the time I entered investment banking in 1975, or postulate a somewhat easier, sort of old style investment banking and new style. The old style really was a gentleman's game, I'm not talking about pre-SEC, pre-1929 crash, but certainly when I entered there was an old generation that was quite ethical, upright, and gentlemanly. Of course those people died out or were pushed off the edge and were replaced by people quite a different ilk, who were much more like Enron.
Professor Douglas W. Rae: Much more like Enron?
Jim Alexander: Yeah.
Professor Douglas W. Rae: So Enron is a very young entity, and grew up in the period after the fall, so to speak?
Jim Alexander: Yes.
Professor Douglas W. Rae: would you let them off the hook a little about that or not?
Jim Alexander: Enron off the hook?
Professor Douglas W. Rae: Yeah.
Jim Alexander: In--by what?
Professor Douglas W. Rae: I don't think you will.
Jim Alexander: By saying, how would I let them off the hook, by the way?
Professor Douglas W. Rae: Well you'd say they were brought up by wolves and therefore behave like wolves. Their--all the advice they got was--
Jim Alexander: Well if you are a wolf you are typically brought up by wolves.
Professor Douglas W. Rae: That's correct.
Jim Alexander: The--one of the things as I've been listening to your course, all the lectures and looking at the readings, one of the things that I've been trying to piece in my own mind together is: What went wrong? When did, in the course of development of the theory of capitalism, did the theoreticians decide there was no need for morality, and when did morality get replaced by efficiency? At Enron it would be a situation where the ethical extremes--the ethical environment was so completely different that it begs the question of what is morality? And what do we base it on? Because the people who work there would find any concepts of morality laughable and merely a trap for the unwary.
Professor Douglas W. Rae: Fascinating. The case has lots of jargon in it that is business speak, and Leslie Hough and some others have suggested that it might be useful to go through some of that background language before we do the case, and I'm going to descend to the audience and take in the lecture.
Jim Alexander: Lecture!? Well--anyway--well Enron, like a number of other firms, got very involved in commodities and commodity financing, and commodity contracts. If you're the typical commodity small producer--often times over leveraged, hand to mouth existence, really can't take a big flying leap and then hope to make a lot of money--what you typically start to do is, in the case of an oil and gas producer, let's say gas producer in particular, I have a general view as to what I'm going to produce each month. These are prices not production amounts, but I have a general idea of what I'm going to produce in January, February and on and on. It's very hard to shut down a gas well, it's typically not really done, you typically just produce flat out and then try to do the best you can with your price realizations.
When I know I'm going to be producing a certain amount, and the first question is okay do I take a flyer or not? Most people who have a lot of debt or are squeezed for other reasons don't take a flyer, so what they do is they can go to a commodities broker and say, what price will you give me for each month for the rest of the year? Or else they can go to a commodities exchange and get the same result. What they do is they'll say, okay, I'll sell you the equivalent of 1,000 barrels of oil and gas terms in January for $5, equivalent price in February, and it'll be slightly declining in spring as a result of expected lack of demand for gas, than it'll level out in summer and then it'll start going up. The commodities broker will commit to buy a certain amount each month.
Now if you're the producer though, there's only one problem: you don't--you expect to be able to produce, but what if something goes wrong with your well? Well if something goes wrong with your well you're committed to sell each month. What often times will happen is that instead of actually committing to sell a certain amount each month, the producer will buy a put so that in case the price does go down he can make money but he's not obligated to sell a certain volume. What you start doing is having many variations on a theme of helping producers and consumers who are on the other side, who also want to hedge, they want to determine their costs of goods sold. You start having very many types of mechanisms, contractual mechanisms to allow producers to fix to varying extents the likelihood of certain outcomes for their firm for the year, and they get hugely complex. This is just the start.
There are huge numbers of variations on the theme; ways that you can lock in certain types of spreads, ways that you can hedge all sorts of variables beyond just the price in south Louisiana. That's what Enron got in the business of doing. If you look at it the first twelve months there's a very broad, liquid market, whether it was done by the commodity exchanges, or competing traders, everyone--a very clear forward market, everyone can see this. If you're looking at taking positions as an Enron, to the extent they relate to widely traded commodities, in short periods of time going into the future, it's very obvious what you have. You can tell whether you're making money every day by what happens to the commodity relative to the risk positions you've put yourself in.
That's--if Enron had stayed with this type of situation, they wouldn't have made a lot of apparent money, but they'd be alive today. It's a tough business, it's a low margin business, but you can make a lot of money in it if you stick to your knitting. If you want to make a lot of money very quickly, you start looking at other approaches. If you sort of look--and this is for a trading company, and manufacturing companies have different types of situations--but you start with the lowest risk type of asset and that would be cash. Presumably fairly highly rated, short-term loans to the best types of corporations, or ideally the U.S. Government; that's great but that's a very low return asset. Marketable securities, still very liquid, but you're starting to increase the volatility of the returns, and you can make more money here, but it's another place where you have to--you really have an information advantage.
What we're doing is we're descending--we're going from things that are easily valued to more and more difficult. Exchange traded derivatives, that's the type of thing I was talking about where you have a--it's called a forward market where people can sell or buy commodities for very clear prices, and it's very well known what exactly the market is, although the farther you go out on the forward market, the less liquid it is. Even here we're starting to get to a situation where I know that I've committed to--say, if I'm an Enron I've committed to buy the equivalent of a million barrels of oil a year out; well, how do you value that? You get one value if you're saying well, I'm going to liquidate it, and another value if you're saying how much would someone pay for it. So even there you're starting to have divergences in terms of how you look at value, which can be exploited. Then we started going--as we get further down in terms of the levels of certainty, you have certain types of derivatives like options, which might, instead of being a year out, might be five years out. People can take these sorts of algorithms, useful in inferring--or infer the algorithm from the existing trading of short-term options, apply them to long term options, and you get a value which is plausible. So it's based upon clear market inputs, but a result which is not self evident because there is no clear trading market.
Finally, and this is what Enron really got into, you have an unimaginably diverse one off deals. I'll give you an example. A family wishes to buy price protection twenty years out against increases in Yale tuition costs. That sounds farfetched but that's the sort of thing that Enron was doing--not with Yale tuition costs but taking very exotic situations and then pricing them. I sort of took an example $40,000 $50,000 $60,000 $70,000 a year, year's out, and I'm sure we'd all have a point of view as to how Yale's tuition is going to go up. I mean if it continues constant it goes up probably about inflation plus 2% or 3% a year, you'd have a curve but it would be very judgmental, there would be some plausibility to it, but who knows and no one else is making a market in this. If you're Enron and you've staked a huge amount of money, for example on this one trade, how do they decide how much money they've made in a given year? Well the answer is they use their own curves, and if they want to make more money they just change the assumptions. Who's to say they're wrong? No one, and that was what was happening.
You have one off assets, risk positions, which were nearly impossible to value, where the ability to recognize income could be affected with the stroke of a pen. If you're able to recognize income pretty much any way you want, perversely your view of the risk of that type of asset--it'll slowly start creeping into your mind that it's a low risk asset because it always has this wonderful profitability that never seems to go down, never problematic. Now normally you would expect external auditors to question these assumptions, but Arthur Andersen was making $50 million bucks a year off of Enron; are they going to question anything? No. They could basically create income any time they want. The problem, though, is you end up having increasing divergence between the income you're creating and cash, real cash flow, and you're having increasing divergence between what I might call the intrinsic risk of an asset category and the risk that you perceive based upon your own manipulative control over recognition of profits.
That becomes the source of Enron's own downfall is that they--right at the start of each transaction they were manipulating the numbers. It wasn't a top down type of adjustment like Worldcom, where basically all the people at the subsidiary level were doing honest things, and then at the top they started monkeying with the results. At Enron every single transaction was gamed to figure out how it could create income, maximize income, short term income, but once you start doing that it starts becoming harder, and harder, and harder to figure out, well, where should I be investing my money? Where should I be placing my--how should I be adjusting my risk portfolio? How much debt should I take on? Because no one has any idea what the risk is, and no one has any idea what the profitability is. That sounds crazy but that's what it was.
One of the things--so you have on the asset side of the business where you're actually taking risks on behalf of the firm and working with outsiders and making money that way, that was all screwed up. They had another problem. We have basically--every public company has to provide annually something called a balance sheet, and an income statement. The balance sheet is supposed to represent the market value, but in general terms, the market value of what you own and the obligations you have to outsiders, which offset some of those assets and give you a net result, which is what the stockholders really have in the firm. You might have a $1,000 worth of assets, you might have debt, long-term debt, and it could be a mortgage to someone of $500. You subtract that and you get stockholder's equity because stockholders own the residual when a firm is liquidated of $500, so assets always by definition equal the sum of debt--of liabilities and stockholder's equity.
You may say well--if you're Enron--well, I don't want to show all that debt. What you can do, and I think the techniques would take too long today--I mean I wasn't set up to go through the techniques. I can if people really want, but it would have to be another day. Basically the accounting rules, like the Internal Revenue Code, have this series of precise procedures, criteria tests for determining how accounting will work. The problem with that is that if you are really smart you can figure out how to end up with the economic equivalent of a given treatment but have it appear just the way you want in the account. Right here, I could take this debt and I could move it and associated assets $500 out of each column and I end up with $500 of assets and $500 of stockholder's equity; smaller firm, to be sure, but no debt. There are techniques which exploit loopholes, so that something that is in economic terms a debt suddenly disappears, or that if I want to be able to sell assets to myself I can create an alter ego, something that looks a little bit like an independent company but isn't. I can recognize gain on the sale even though I'm really selling it to myself, and that's because the loopholes in the accounting allow you to achieve form over substance. To break the code though you have to have a complacent auditor, and in the case of Arthur Andersen, over half of their services weren't even auditing services, they were consulting services, so they were completely bought off. You also have to have--
Professor Douglas W. Rae: Can you rub that point in a little more.
Jim Alexander: Well--
Professor Douglas W. Rae: Make sure they don't miss that.
Jim Alexander: Okay, so the way the system worked when I started in finance, you had people of high reputation who were the--you might call them sort of the trust gatekeepers. They would have included major accounting firm, high quality law firm, and a high quality board of directors. The problem is that very often the reality of the--put it another way--the perception of reputation, and trust, and quality lags the reality. In other words, if you want to make a lot of money in a short period of time, you take a firm that has existing good reputation, and you use that reputation to be able to generate high profits in the short-term. The way you do that is you say, Arthur Anderson, well the high quality firm, so I don't have to worry about funny stuff in the accounting. I don't have to worry if I'm a reader of those financial statements, an investor, I don't have to worry about whether they're basically disguising debt or whether they're basically creating their own earnings out of thin air, because Arthur Andersen is a high quality firm.
Generations of people could have built up the reputation of the firm, but maintaining a reputation, like maintaining a building, requires a lot of ongoing investment. And if you really want to get a lot of cash flow in a short period of time, you just let it start to disintegrate, but people won't notice what's really going on for a long period of time, and while you're fooling them, you if you're Arthur Andersen, and Enron, one of their clients, can make a lot of money. Because this is easy money. This is easy, because basically you don't have to create value, you merely have to engage in an exchange with another member of the capitalist society who thinks they're informed, but isn't. That's--I mean when we think about how capitalism creates value, to my way of thinking, its part--it's a series of informed and voluntary exchanges. What does it mean to be informed? One of the problems with capitalism as it exists and not as I read some of these crazy economists, is--almost no one is true rational economic man. There are probably a few geniuses that are, but most people don't have the time, don't have the intellect, or don't have the cynicism to understand what they're up against. So they say, well, a good firm I don't have to worry about it.
Well the answer is you do have to worry about it. That's why, in my view, this all came a cropper in the last ten or twenty years, is that the self imposed restrictions which limited short-term self interest kept the whole system stable for many decades. Once people started to say, "Well I don't have to worry about ethics, I mean that's--I just have to worry about being rational and realizing my own goals," well the answer at that point is the whole system starts to go, and this is a perfect example because these are people, the people who engaged in this sort of deception, did not have any ethics and would actually view ethics as laughable. That's really important to realize what people are up against and that is--their view is if they're creating economic efficiency even though they lost sight of that too, who cares about ethics? Ethics is another constraint of the little man.
Professor Douglas W. Rae: Let's just make sure you link this to off balance sheet accounts. Did you see the connection there?
Jim Alexander: The techniques are--they're intricate. I was going to bring a piece of paper and have it xeroxed but it's a diagram of a transaction among eight different entities involving probably 1,500 pages of documents. To be able to exploit every loophole possible to create an alter ego entity which you control, but what looks independent enough to be able to shuffle off maybe a billion dollars worth of debt, a billion dollars worth of assets. I didn't--it's one of these things where here's the problem: in modern finance one of the tools of the trade is obfuscation. The transactions are meant to be mind bogglingly complex so lesser people, lesser intellects who rely on reputation to simplify their lives will fall for it. They'll say, "I don't understand this stuff, but I know that guy on the board, now he's a quality guy." The problem then is, well, how do you know? "Well I've asked Joe, Joe says he's a quality guy." Well how does he know? How can you ultimately investigate all these things? Well the answer is, you don't have the time, and you may not have the intellect, and you certainly don't have the money to be able to hire people to do.
That's how you can start to game this whole system because there are a lot of people who expect that the old rules of reputation and quality, which were developed after the 1929 crash as part of an overall change in our system, still prevailed. They didn't, because basically everyone started being lulled into this strange sort of idea that markets are perfect, and rational people will always come up with the most economically beneficial solution. I agree with that, if, in fact, there are some limits, because the fact is, when I think of capitalism creating value, I think of it getting around constraints. What types of constraints? The constraints are physical constraints, or maybe legal constraints where the law really is sort of a dead letter or a bad idea. Like creating the wheel, you have a--getting around some of the constraints of gravity, or creating writing, getting around other constraints. I mean those are--those in my way of thinking are very beneficial ways of solving--of problem solving. The other constraints that people have started to view as just a minor problem for lesser people, are ethical constraints.
Professor Douglas W. Rae: So there's an intersection between sheer complexity and ethical relaxation? A year ago when things got really ugly, Steve Schwartzman put together a little roundtable which I attended in New York, and Nancy Peretsman made the most interesting point, which is the one you just made, that if there are asset categories which are so intricate that nobody has really worked through, nobody has really worked through all the mechanics of the thing in a way that allows them to understand the impact of all the variables of the system, then the--all the sort of market mechanisms which enforce a degree of rationality are disconnected from the instrument.
Jim Alexander: Yes, I agree that if there's--if you had accountants and boards of directors who, in effect, did not give traders the benefit of the doubt, it probably would be okay. But the fact is most people will give the benefit of the doubt to people they view as smarter, and that is--that's the road to extinction.
Professor Douglas W. Rae: Right, that is the road to extinction. Let's talk about the road to Houston. You--the book, Smartest Guys in the Room, where you are referred to, at one point, as the fly in the ointment from Enron's point of view. The most conspicuous characters there are Lay, Skilling, and Fastow. Tell us a little bit about those guys.
Jim Alexander: Well Lay was someone who always operated from 30,000 feet, a big picture guy, super--all about strategy, never got into the operating details, never really wanted to know anything. If you produced consistent results, there were absolutely no questions asked. He didn't want to know.
Professor Douglas W. Rae: Decent guy in your impression?
Jim Alexander: He was at least as nice as most people I met, yeah.
Professor Douglas W. Rae: How do nice and decent connect in your mind?
Jim Alexander: Not at all but--
Professor Douglas W. Rae: Okay so he was--
Jim Alexander: --decent, decent I mean that's--interpersonally he was not abrasive that's one way.
Professor Douglas W. Rae: Okay.
Jim Alexander: Skilling was the genius, true genius who spanned a huge range of intellectual expertises. There are a lot of people in life who can only look at the details, but are very good at details; and there are other people who seem only to be able to grasp the big picture, but then cannot convert it into actual specifics of action. Skilling was able to move seamlessly from the most detailed aspects of each transaction to the broadest reach of corporate vision in a way I've never seen before. He was very, very skilled.
Professor Douglas W. Rae: So he was, quite literally, the smartest guy in the room?
Jim Alexander: Yes, I think he was.
Professor Douglas W. Rae: As for Fastow?
Jim Alexander: Arthur Andersen has been killed off, so one cannot--one can without legal risk say whatever you want about Arthur Andersen. There are others that--there's another party that I'll leave it as the elephant in the room, that helped Fastow. Let's just say that the professionals who should have been showing some small degree of allegiance to the shareholders instead helped Fastow concoct all these gnarly schemes, because he himself was completely unable to do so. He was just someone who was a--like Rosencrantz and Guildenstern, one of the indifferent children of the earth.
Professor Douglas W. Rae: He was not a peer of Skilling's?
Jim Alexander: No, he was a joke. He was a joke. He was a foil. All he was--he was--you had to have somebody that was basically in there in addition to the professionals from the outside, and he was there but he didn't do anything.
Professor Douglas W. Rae: Fastow gets positioned on both sides of many transactions, was his story. And they talked their way through the obvious conflict of interest by claiming his special expertise justifies the role.
Jim Alexander: They were able to get deals done much more quickly because he knows the assets so well.
Professor Douglas W. Rae: Now--
Jim Alexander: So they waived the corporate conflict of interest policy in his case.
Professor Douglas W. Rae: Now if Skilling and Lay had been able to program you entirely as they wished would your role have been analogous to Fastow's role?
Jim Alexander: Sure, sure, sure. Skilling asked me to--in effect to be Fastow when I started at EPP, and I just said, "No I was hired to be CFO of EPP and that's all I'm going to do."
Professor Douglas W. Rae: Okay, so let's talk about the early days when you're in the role of CFO at EPP. How does the--what's it like when you get up in the morning and go to work, and the phone rings and you're off to the day's adventure.
Jim Alexander: Well, all right, so EPP was 51% owned by Enron, 49% by the public. The--while I was the CFO and then later President of EPP, the CEO and Chairman of the Board was Rod Gray who was an executive at Enron; the parent is where he made most of his money from the parent. What would happen is that Rod would come up with some new scheme for Enron to be able to dump some expenses on the minority--on EPP, but really I wasn't concerned about Enron, I was concerned about the minority shareholders. Minority shareholders, which was not theirs to pay in my view, and maybe once a week he would come up with some new scheme and maybe over the first six months it probably totaled $50 or $75 million dollars worth of schemes that we just had to keep shooting down. Of course once he did that, every time Enron wanted to sell us a project, the process being so tainted, we had to trade very hard because in effect I was trading with my own boss.
Professor Douglas W. Rae: What risks did you feel yourself exposed too in that situation?
Jim Alexander: Well I didn't worry about legal risks because I was doing the right thing. I just assumed I had no career, I was going to have no career. But on the other hand, it was a little company, and I had helped father this little company that Enron was trying to tear apart, and so I would be goddamned if they were going to get away with it until they finally announced they were taking away my accounting staff, and than they were going to bill me for the cost but have them report to Skilling's group and that's--
Professor Douglas W. Rae: That's a convenient--
Jim Alexander: That was very convenient. At that point the general counsel, the controller and I all resigned. By the way, the only disclosure of a resignation was mine. They never disclosed the fact that general counsel resigned or the controller resigned. The person who replaced me ultimately indicted--I'm not sure whether she was sent to jail, indicted, paid a big fine, and I think turned state's evidence.
Professor Douglas W. Rae: There was one more sentencing to prison this very week.
Jim Alexander: I saw that. Yeah I know I thought it was all over.
Professor Douglas W. Rae: Now Spinnaker Exploration was the next chapter for you, am I right?
Jim Alexander: Yeah, I helped start Spinnaker the year after I got fired--or actually that--my position is I was fired, their position is I quit at Enron. It was a--just as Enron was based on making money off of false information, Spinnaker was an attempt to make money off of good information. It's completely different ways of playing information.
Professor Douglas W. Rae: Give us the capsule of the business model for Spinnaker.
Jim Alexander: It was a--it was engaged in exploration for oil, mostly gas in the Gulf of Mexico, with the basic strategic point of view that most independent oil and gas companies, whether through the overconfidence of their CEOs or macho man mentality, systematically undervalue information, and would rather drill ten dry holes than spend 10% of the money buying a good data set. So we got the best data we could, seismic data which allows you probable inferences about the structures underneath the earth and sometimes some direct insight into whether gas is around. Anyway, we bought a lot of seismic data, spent a lot of time with processing, spent a lot of time making sure we had the best exploration group we could find, and went into business on that basis.
Consistent with our view that information is key, not only do we try to get the best external information, but we also made sure that internally there was a free flow of information so that, for example, every Monday we had a meeting with all the employees where everything was up for discussion. There were no questions barred and all the answers were candid on the basis that it doesn't do any good to have great external information if the internal flows are not good, and the internal flows won't be good unless you truly care about what employees think.
Professor Douglas W. Rae: Spinnaker was actually--was and is a quite spectacular success.
Jim Alexander: Well it was bought by Norsk Hydro a couple of years ago but it was a multibillion dollar company certainly when it was bought, and it was started in a $50 million dollar venture capital deal at the start.
Professor Douglas W. Rae: Spinnaker, I've heard you say, that Spinnaker was the inverse of every decision rule common to Enron.
Jim Alexander: Whenever we weren't sure what to do, we thought what would Enron do, we did the reverse.
Professor Douglas W. Rae: Well that's--let's finish we've got about 90 seconds. Let's finish with--Jim is a scholar of the Old Testament at the Yale Divinity School.
Jim Alexander: Scholar is a little strong--student.
Professor Douglas W. Rae: I don't know many people who have read as many sources on arcane aspects of the Old Testament as you. I think you're pretty serious.
Jim Alexander: I like esoterica of all types. That's why I was in project finance.
Professor Douglas W. Rae: Give us--are we all--is American capitalism in a state of advanced moral and ethical decay or--
Jim Alexander: Not necessarily. If people can grasp the requirements, the need for ethics just to keep the system going. If people don't come to grips with that I think it's just going to get worse and worse.
Professor Douglas W. Rae: There's a big point there. Think now back to Smith's invisible hand, and to Hayek and the creative powers of a free society. All of that thinking has built into it at the very most basic level, an assumption about truth telling and access to broadly correct information. And every single tenant of the tradition which runs from Adam Smith through modern economics is founded on that. And for Smith the ethical side was explicit with a theory of moral sentiment. The way economics is taught, and the way business management is taught, the emphasis on an ethical commitment to prove has been somewhat submerged. It doesn't have the simple status for us intellectually that it did for Smith's generation. I think that's a fair statement. Jim this has been, as it always is, very illuminating, and even inspiring. Thank you very much. I got to watch out for my job if you get good at the blackboards

Lecture 8 - Mortal Life Cycle of a Great Technology

Professor Douglas W. Rae: While we get settled, in our, as usual, gradual fashion, I'm going to turn on one of the videos involving the last two CEOs of Polaroid, and then after that, we'll get into our normal routine. What did you think of those guys? Did you like them?
Student: Yeah.
Professor Douglas W. Rae: Great. We're going to see part of each slide--there we go. We've got two cases this week, Polaroid and Enron. They are two cases of dramatic success and then dramatic failure. In understanding capitalism, think back to everything we've done so far. The idea of abrupt change, of equilibrium always being dislodged, equilibrium always disrupted, and the cardiothoracic systems case from the end of last week was exactly such a story, and Polaroid is very much such a story. Enron has a darker cast to it. It entails the darker side of the human soul. And we'll hear about that from Jim Alexander, who lived right through the middle of it, on Wednesday.
This is a tracing of the sales volume of Polaroid from 1957 until the firm's demise. One of the things you can--that is of interest about this diagram, is that the sales at death were not dramatically below their all time peak. So sales alone don't tell you enough to understand what happened. This is the stock price, and this is--what are stock prices about? What are the drivers? I'm not asking for anything fancy here. What are the drivers--yes, back left.
Student: It's expected future dividends.
Professor Douglas W. Rae: Okay, expected future earnings, along with some special sauce having to do with future strategy to maintain share price.
Student: Interest rates.
Professor Douglas W. Rae: How would interest rates play into this?
Student: Basically, formulaically, the expectations--
Professor Douglas W. Rae: Okay--just for those of us who are from Illinois, spell it out a little at a time. Who's from Illinois here? I apologize. Hell, I should have said Indiana, I'm from there. Okay, spell it out for us.
Student: A lower interest rate will yield a higher stock price because there will be less of a tradeoff between spending today and what you get tomorrow.
Professor Douglas W. Rae: Well, sort of. Jim do you want to help with that?
Jim Alexander: They really are a projection of future cash flows to the shareholders, it's just that it used to be in the 1950s, 1960s, and 1970s, dividends that were the bulk of those assumptions, and today it's a rare company that makes more than 1% or 2% dividend yield on the stock price. So really it's a projection of earnings which is encapsulated. When you look at that chart, what you see is the typical problem with a lot of growth stocks and that is people buying onto a whole new paradigm and then extrapolates for decades and you end up with a stock price that really bears no resemblance to current earnings.
Professor Douglas W. Rae: And an increase in interest rates, how would that view--
Jim Alexander: That would--an increase in--all of the things being equal--an increase in current interest rates would lower the stock price because you would have to be compensated for the extra time value of money involved.
Professor Douglas W. Rae: Thanks. Sales, this is a curve in red that we saw in the first slide, with long term debt superposed. Sales reads on the left axis and debt reads on the right. Anything learned from that slide? Come on guys, this is not a curve ball.
Student: Polaroid didn't have any debt until relatively recently in the last second. Pretty much starting during the recession of the recession of the 1980s
Professor Douglas W. Rae: Was the debt likely to be important there toward the end?
Student: Well, yeah, because they filed for bankruptcy.
Professor Douglas W. Rae: They did. And what was the precise event that caused them to file? It's the 10Q filing in the case, did anybody notice that?
Student: A takeover attempt.
Professor Douglas W. Rae: No.
Student: [Inaudible].
Professor Douglas W. Rae: Seaconch.
Student: 9/11.
Professor Douglas W. Rae: Not really. It was related to 9/11. What happened was, they failed to make a scheduled payment on the debt and that triggered an avalanche of adverse results, drove the stock price close to zero, and how does the firm end up? What becomes of it? It gets--sold?
Student: Sold to the private equity companies.
Professor Douglas W. Rae: Sold to private equity, and how much of its value do you think is--of its peak value is there at the end when it's sold to private equity? You don't have to give me a number, just give me a lot/a little--
Student: I think 20%.
Professor Douglas W. Rae: I think less, it sold for $265 million at that end stage. Now what was the value proposition? I guess that's a hint. What would have caused you--here is a Polaroid Pronto, which hasn't made a picture in a lifetime, what would it have cost--I probably bought over the years three or four of these cameras. I was never terrifically happy with them. Any of you ever own one? You're all way too young--almost all. Tell us--
Student: Yeah, I got one as a birthday present as a novelty for like, three months.
Professor Douglas W. Rae: How old were you?
Student: I was eight.
Professor Douglas W. Rae: So you probably didn't have an independent account for buying film? Do you have any memory of how the film's price compared--well you didn't buy the camera.
Student: No, I didn't know anything about the pricing. I just liked that it came out instantly.
Professor Douglas W. Rae: Okay, did anyone own one at an age older than eight? Back center--
Student: I had my grandmother's old one. I was 11.
Professor Douglas W. Rae: I can guess what you paid for the camera.
Student: I mean it was a hand me down, and I took, like, ten pictures, and I asked my mom to buy more and she was like, "No, we're just going to get a disposable."
Professor Douglas W. Rae: Okay, so the sales metaphor in the case, anybody remember what analogy do they draw in the marketing strategy?
Student: I think it was razor and blade.
Professor Douglas W. Rae: Razor and blade, help us understand that.
Student: Yeah, basically the current interest of the company that sells razors, they're not making that much money on the actual price of the razors, some could argue that they can even give that to you. Their profit really comes from that people have to buy blades in order to use the razor.
Professor Douglas W. Rae: Okay, great. Can we think of any other analogies in marketing strategies? Here in the alligator shirt.
Student: Printers and ink cartridges.
Professor Douglas W. Rae: Printers and cartridges. You've noticed that the printers sell for nothing, and the cartridges cost your firstborn child. It's not a bad strategy because most of us try to minimize the initial cash outlay when we buy something and then you get hit in the back of the head by the maintenance of it. And that was the strategy for Polaroid, and it was in some periods a very successful strategy.
What's the value proposition? We get two dimensions here, let's put them together, actually. The quality dimension, I think this is 1948; this is the first Polaroid camera on the retail market. It was much too--I was nine at the time, so I can empathize with you guys, but I was nowhere near rich enough to purchase a Polaroid Land camera. It was a very upscale, fancy idea. But I did see pictures made with it, and they were sepia tone and muddy; very low contrast. They were very bad compared with what could be produced by conventional photography. The question was--let's think about three kinds of consumers, and this was largely a consumer product. It had scientific and business applications, and industrial applications, but from Land's point of view all the way the real darling was the amateur photographer. Let's use indifference curves in this space, so we've got speed on the horizontal dimension and quality on the vertical dimension, and a person who says, "I'm indifferent between all these outcomes," how would we describe that person's preference?
Student: A professional. If he's indifferent to speed; there's a [Inaudible] of quality.
Professor Douglas W. Rae: I'm unable to locate you. Where are you? Wave. Oh, hi. It would be a professional or perfectionist. The model might be Ansel Adams, somebody who makes wonderful pictures and is willing to wait, and is virtually indifferent to the time dimension, so that person is trying to climb in this direction, indifference curve over indifference curve. This person--Tim what's this person up too? They're trying to go out that way as fast as they can.
Student: They're trying to get faster and faster pictures.
Professor Douglas W. Rae: Yeah, cheap thrills, just like our friend back here when he was eight. All they want is speed. How many customers do you think fit either of these descriptions? A few fit the first description, a few fit the second description, but most are more like this. They have a tradeoff, which I've simplified with straight lines, they probably would actually bow in toward the origin like this, but these people want some combination of speed and quality. The central drive for the Polaroid Land Camera from 1948 all the way to the end, was to do as well as possible in competing for the business of these people who were trading off the two dimensions. The SX-70, which was in some ways, the high point of Polaroid's history and in other ways the low point. Anybody remember what was wrong with the SX-70?
Student: It had battery problems.
Professor Douglas W. Rae: It had--how--do you remember from the case how the battery was related to the thing?
Student: Not really.
Professor Douglas W. Rae: I think Jim Alexander and I are the only people here who ever experienced this. The battery was included in the film pack, and for the first couple of years they made it, about half the batteries were no good. If you spent a premium for the film pack and the battery wouldn't make the camera run, you were likely to be an unhappy customer. They had a very high complaint rate about that. Does anybody remember what they did to resolve the battery problem?
Student: They manufactured their own batteries.
Professor Douglas W. Rae: Yeah, they went into the battery manufacturing business, which is as we'll see in a minute, is an integration move, where they reduce their reliance on outside suppliers but create a whole set of new problems for themselves, because it turns out it's not very easy to manufacture batteries well. The Polaroid SX-70 had gained enormous ground on conventional photography on the quality dimension. It was a lot better than the old Polaroid, but it was still--nobody drunk or sober would argue that the pictures produced by the Polaroid SX-70 were as good as those produced by a conventional single SLR, single lens reflex 35mm camera with competent processing. They were in a position where they had a deficit on the quality side, which they never actually overcame. They did better and better on picture quality but they never really got to where they matched conventional photography. The--I've drawn this so that they're on a higher indifference curve for this particular consumer than the conventional photography. There were several problems lurking in that. One of them--how could this have happened? Without any improvement in either the film or the camera on the conventional side, the conventional photographic technology gained ground on the speed dimension and a gained a lot of it.
Student: With the advent of the one-hour photo.
Professor Douglas W. Rae: Okay, so the one photo processing took three days, or five business days, and brought it down to an errand. You drop the film off, go have a cup of coffee, come back, so that conventional photography with no internal improvement was closing the speed gap, and diminishing total demand for instant photography. Now there's an incident about this stage between Polaroid and Kodak. Anybody remember how that goes? How had--had Kodak played any part in Polaroid's business? Any cooperative part in the early years?
Student: It manufactured the camera.
Professor Douglas W. Rae: Yeah it--Kodak was manufacturing for Polaroid. As it manufactured it learned the secret sauce and then went into the business, competing and competing effectively against Polaroid with a tricked up reconfiguration of Polaroid's technology. Polaroid responded with a lawsuit. They won the lawsuit. They nonetheless got screwed. How could that be? They win the--they get a billion dollars in damages, or just a little short of a billion dollars in damages, and yet Polaroid's theft is all but lethal to them.
Student: I think it took them a lot of time and effort to fight that case, and when they finally got the reward, it wasn't as much as they expected. Then there was also this comment later that they kind of wished that Kodak had--that they had merged with Kodak and that didn't happen, and that is because Kodak did not--had too much of an ego.
Professor Douglas W. Rae: Both sides had a lot of ego. That's a--you got it. What was needed was an immediate intervention. The case went on almost fifteen years and while it was going on, Kodak was eating into the competitive position occupied by Polaroid. There's, of course, something else going on here and that's the emergence of digital. Digital photography, with one important asterisk, trumped everything. It didn't stand still, it traced a path, and it's still on that path of virtually continuous improvement. A $200 digital camera now is as good as a $10,000 digital camera a decade ago. The--hands up if you use a digital camera? Yeah, everybody. On average my guess is that your digital cameras are about like that? They're tiny, are they hard to work? Do the batteries fail? There's only one thing they don't do very well and what's that?
Student: Take pictures in the dark.
Professor Douglas W. Rae: Well, they actually do that better than conventional cameras, but no camera does that very well. What's--my mother hates them, why would a ninety-five year old--
Student: They don't print.
Professor Douglas W. Rae: They don't print. Her idea of a photo is something you hold in your hands and it's not a real photo unless she can hold it in her hands, put it on the coffee table, show it to her friends from the coffee table, and Edwin Land actually agreed with that. It was--part of his infatuation with the original Polaroid idea was that you make the picture, wave it for a minute until it dries, and hand it to the people who are in the view. Now we're going to go back to the case in this informal way in just a minute, but I'm going to talk about integration here, because vertical integration is a huge part of the Polaroid story, and it's an important part of most corporate stories.
Vertical integration is the--think of the dimension that starts with raw product ore coming out of a mine, sugar cane coming out of a field, bananas coming out of a rain forest. And then there is a progression toward a manufacturing or processing plant, or perhaps a series of manufacturing steps. Then the distribution of the product to wholesalers, and from wholesalers to retailers, and from retailers to the family picnic. And a full story of vertical integration looks like this; everything is in the corporate box from beginning to end. The plus of that is obvious. The trouble you might have with your suppliers is completely eliminated, and the ability to direct the details of every step is seemingly unlimited. The downside--there are at least two obvious downsides. One is a lot of companies are good at the front end without being good at the back end. If they go from the front end, from marketing a retail product all the way back to the first steps of its production, they may well screw up because it's just not what they do well. That's one difficulty.
Another difficulty is governance. The management of a vertically integrated company is a very complicated process, and it tends, as with the railroads we saw a week ago, it tends to bloat the administrative apparatus, make it have many dimensions from top to plant floor, and presents serious challenges. Now that's only half the story. The other half of vertical integration has to do with ideas. There's a--what I just talked about has to do with physical stuff, material things. There is also an intellectual track or ideational track, which starts with dreams or ideas drawn on the back of a napkin, and then invokes science and engineering, and design, and a marketing plan. It is in effect the brains behind the lower box and with Polaroid you had a fully integrated company. Now they didn't do mines and fields, but you had a high degree of vertical integration in the ideas process, and almost as high a degree of integration in the material process. So you end up there. Now why did this company fail? Let's start with--I've got warm calls. Amed, why do you think the company failed?
Student: They failed because of the capabilities and beliefs of the 1980s that influenced their strategies. They couldn't--they were more technology driven and not market driven, and reasons, and so forth--because of senior management.
Professor Douglas W. Rae: Okay, who was this Edwin Land guy?
Student: A scientist who--
Professor Douglas W. Rae: He was scientist. When does he get his start as an inventor? Does anybody from remember the case?
Student: It didn't say.
Professor Douglas W. Rae: Pardon.
Student: Harvard.
Professor Douglas W. Rae: Harvard College, he's an undergraduate, and he invents Polaroid filters; clever lad. He gets fixated, I think, on a certain view of how you do wonderful things and it focuses on long, costly, time consuming research. Lindsey Jackson, anything to add to that?
Student: About Land?
Professor Douglas W. Rae: About Land or about the causes of failure.
Student: Well, I could just go off of Land's--it was genius what he was able to do. He was so technology driven, and he was able to create such a successful company, and at a certain point he didn't have any competition--or no real competition--
Professor Douglas W. Rae: No direct competition.
Student: And because this technology was driving and proved to be successful, as the company grew older they got fixated onto something that technology was going--result in and drive them, so they were hesitant change.
Professor Douglas W. Rae: That's terrific. So we combine an initial fixation on a very intellectualized R&D process, which is very slow and mildly contemptuous of marketing, and we combine that with a wildly successful market product which was not designed by careful analysis of consumer indifference curves. It was designed by Edwin Land's passion for this product. He correctly guessed, he lucked out, he correctly guessed that it would command an enormous consumer market, and sure enough, it did. We've got a kind of path dependent story there. Ben Chu? Is there anything left to talk about on this, or are we done?
Student: When Polaroid was developing its newer technologies, it's important to realize that it's not that they were stuck in the Stone Age. They were trying to develop--they made forays into digital imagery, but they still were--they were still shackled by the idea of making money with razor blades, marketing strategy, and really making money with printing on film.
Professor Douglas W. Rae: Absolutely. There's a wonderful quote toward the end of the piece you guys read, do you remember it? Here it is. They're talking about what a wonderful and highly marketable device the digital camera is, and the--this is a marketing person talking to a senior executive, and the senior executive's response is, "Where's the film? That's where the money is." Of course there is no film, and there is no money in film. All the money is in the hardware. That was a hard idea for Polaroid's top management to square with the initial model based on razors and razor blades.
There's another idea that appears in--this is one of the papers cited at the end of the case. There's another idea there that may be important and it's called bounded rationality. Hum if bounded rationality is a familiar concept. We should stop and talk about it. Edwin Land, let's say his IQ was 290, since they divide by age I think he would have had to be about age three when it was measured for that to be even logically possible, but let's suppose he's the smartest guy in the world. He nonetheless thinks in bounded rationality. What that means is in order to get started thinking about something, you have to explicitly or implicitly make a bunch of assumptions. Those assumptions are typically arbitrary. You can't examine every aspect of every assumption and ever get anything done intellectually. It's a true statement.
The task of managing a company is exceedingly complex. Edwin Land and Mack Booth and the other people--you have this very messy chart here that I took down from the case--none of these senior executives was ultimately able to think in a way that was effective, because the bounding assumptions prohibited it. What's so hard about this? What would make it hard to run Polaroid or Ford Motor Company? What--yes--
Student: Because the assumptions that they--Polaroid to begin with was basically a research driven company, and the assumptions that they were making the benchmark, was that Polaroid is a research driven company, which in effect, was not correct, because as the markets were changing, it sapped all flexibility to be nimble and respond to the competition instead.
Professor Douglas W. Rae: Okay, great. Is there an analogy in what happened to them in anything about the cardiothoracic systems case? What was the--I thought Karen did a--Sharon did a fabulous job of teaching it. Why was it that the two-artery strategy for cardiothoracic systems had to be abandoned? Do you remember? Some of you said it. Well it is this, that the companies who were making the devices for non-surgical intervention, the stints, and the little balloons, and all that stuff were what kind of companies? Huge, well-funded companies, which were not going to let somebody come in and take market share without developing a new step of competitive device.
One of the very hard things about running a big company is that you have to be aware of all the other players out there who may be doing something to damage your market. They probably aren't even trying to damage your market; they are probably not even thinking much about you, but instead trying to develop their own boundedly rational idea of their company. In this case Polaroid was badly bitten, both by one hour film processing and by digitals, and in the case of the one-hour film processing, it wasn't even the processors so much who were in competition with Polaroid, but the conventional film people, such as Kodak.
Part of the story then is bounded rationality; part of it has to do with drawing the wrong lessons from early success. Part of it has to do with something totally irrational, which was the commitment to a founder figure. Is it generally the case that brilliant engineers run huge companies which produce the products based on their ideas? It's not generally the case. I mean, we can all name cases, but in general, the engineers who create devices are forced out of top management and replaced by people who are general managers. That's what happened at Polaroid, but it happened too late. It happened much too late. Now if you were going to save Polaroid, let's say in the 1980s, let's suppose you are Mack Booth and it's your task to give this company the best chance of preserving its value going into the future, what would you do? What they did do was a hell of a lot of R&D on a long string of projects which failed. Some of them were artistic or engineering successes, but none of them were economic successes. Polar Vision was a disaster, Helios was actually a really good product, but they didn't manage to recoup their investment. What would you have done? If your--are you ready?
Student: I'm actually visiting.
Professor Douglas W. Rae: I'm going to cold call you anyway. The nice thing is you don't have anything at risk. Well you didn't read the case, so that's unfair. Are you--
Student: I am in the class.
Professor Douglas W. Rae: Okay, good. What might you have done to save this company?
Student: I really do agree with what Booth said. He said that he would have probably merged with Fuji and kind of use the best aspects of both, because Fuji was moving forward, hopefully digital, and they were still kind of doing instant photography. Because one of the things that they were still, I think, fixated upon was instant photography, what the founder founded, so they were--because that kind of cult, and if they weren't really moving on towards other things and improving on it.
Professor Douglas W. Rae: Okay, so a merger might well have been the best play. Now why would it--what would make it hard to do?
Student: I think it's the culture of the company that they would--it's the whole ego trip thing, they don't really--kind of like they had to cheat and the vertical integration was part of the reason they were so proud of it.
Professor Douglas W. Rae: Oka,y so part of it is culture. I think that debt of theirs would have weakened their bargaining position. Yes.
Student: Rather than mergin a company, I think that Polaroid could have done something along the lines of what IBM is doing now, become a completely research based company, cut out their marketing, cut out their consumer processes, and just research for Fuji, research for, conduct new research designs for other companies who are in the consumer field. So cut down on your vertical integration.
Professor Douglas W. Rae: Okay, that might actually--that makes a certain kind of sense. Talk a little more and defend the idea.
Student: Because at the end of the day, the whole company culture was driven towards cutting edge research. A lot of their successful products were because they were able to invent and create products that were successful on lines of, not success of marketing, not successful marketing strategies, but they were able to create products which were ahead of the curve in terms of technology. Since the whole market, the industry was moving towards the addition of platform, perhaps they could become leaders of developing these technologies with the improved digital products in the future.
Professor Douglas W. Rae: Okay, that's a very interesting suggestion. Yes.
Student: I still think that the merger wouldn't go well because of the vertical integration that Polaroid had in place. They had huge facilities and machines designed for peak times and sales. And these fixed costs would have been a big problem for Kodak, so I think they wouldn't merge with them.
Professor Douglas W. Rae: That might well be. I mean they might have liquidated those through private equity and kept intact the rest.
Student: I think they were specialized on the films of Polaroid.
Professor Douglas W. Rae: Yeah, okay. Let's turn to Enron now. Enron is another innovation company. Jim, can you come up for just a second? I didn't warn him about this. Jim, as I said to those of you who were here at the beginning of shopping period, Jim was Chief Financial Officer of Enron Global Power & Pipeline, and saw the process from the beginning. He came from a long career in investment banking before that. Culture of innovation at Enron, was it important from day one when you were arrived there as a consultant?
Jim Alexander: Yes, it was a culture of innovation that was impressed upon the organization by Ken Lay, because he was trying to avoid the mindset that was typical of natural gas pipelines at the time, which was very much a monopoly rate based rate of return, it doesn't matter if you make any money kind of a mindset, and he went way overboard in reversing that.
Professor Douglas W. Rae: Okay, was Ken Lay a famous manager, and was Enron receiving prizes, for example, from The Harvard Business School as the best run company in the country?
Jim Alexander: Yes, I've always thought that--
Professor Douglas W. Rae: Jim is a graduate of Yale College and HBS, so we whipsaw him here a little.
Jim Alexander: One of those things I've always thought people ought to do though is in terms of looking at industries in decline is to look at plaudit's from HBS and the percent of graduates from HBS going to a given industry.
Professor Douglas W. Rae: Okay, so the case for Wednesday is "Innovation corrupted," it's an HBS case, and it was in that packet of three which you got a week ago. Please read it with care. Jim and I will do this interrogatively; we'll sit together and talk it through, and turn to you intermittently for help in solving Enron's dilemmas. I'd like to meet briefly with the graduate students who are in this course at the--at now