Under The Microscope

As questions swirled around its accounting practices, Tyco International, an industrial and services conglomerate with $36 billion in annual revenues--and a beaten-down stock price--said last week it would split into four companies in a bid to "unlock tens of billions of dollars of shareholder value." The company's combative CEO, Dennis Kozlowski, predicted the breakup would add 50% to the stock price. Going him one better, Don MacDougall of J.P. Morgan Chase said the move would make the stock worth $80 to $90 a share--double the current price. Haven't they heard? Post Enron, any hint of questionable accounting is the functional equivalent of finding asbestos in everything a company makes. So a day that dawned with promise for Kozlowski quickly turned to loss. By week's end Tyco shares were at $45, down 3% from the day before its breakup was announced--and down 24% since fresh accounting worries surfaced at the start of this year.

Kozlowski insists that "Tyco has better disclosure in its financial statements than anybody out there." Almost two years ago, the company emerged from an informal Securities and Exchange Commission inquiry with no action against it, and in an unusual step, the SEC has put out word that no new inquiry is under way at Tyco. But while there appears to be nothing illegal about Tyco's bookkeeping, jumpy investors are suddenly setting a higher standard. They want to see clearly how a company earns, spends and invests. And Tyco--despite its planned reorganization--remains a complex conglomerate, with headquarters in tax haven Bermuda. Many investors feel it still doesn't reveal enough. Says James Chanos, president of hedge fund Kynikos Associates: "Investors just have to exercise a fair amount of diligence when looking at companies that appear confusing."

In a financial world shaking from the Enron scandal, many investors are viewing with fresh skepticism the bookkeeping methods of a range of companies, including even blue chips that are widely admired and accused of nothing illegal. Some of the companies that investors point to are American Airlines, the insurer American International Group, Coca-Cola, Electronic Data Systems, General Electric, IBM, J.P. Morgan Chase and Xerox.

These marquee names say it all. Even companies once considered above suspicion are being subjected to increasing scrutiny. Under current accounting rules, management can essentially do whatever it pleases, says David Dreman of Dreman Asset Management, based in Jersey City, N.J. It can scatter explanations in impenetrable footnotes it is confident no one has the time or capacity to decipher. "There are enormous overstatements of earnings and understatements of expenses," he says.

Enron's unraveling can be traced to investors' first whiff of "off-balance-sheet" partnerships that hid billions of dollars of the company's liabilities. By the time Enron crashed, it was primarily a trading firm. It had relatively few hard assets to cushion its fall when business faltered and hidden debts came due. The risks aren't nearly so great at asset-rich companies like Tyco and GE. But, as with Enron, seasoned analysts have trouble determining whence, exactly, they derive their profits.