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Enron Corporation

Enron logo, designed by Paul Rand
Company type	Public
Industry	Energy
Founded	Omaha, Nebraska, 1985
Headquarters	Houston, Texas, U.S.
Key people	Kenneth Lay, Founder Stephen F. Cooper, Interim CEO and CRO John J. Ray, III, Chairman
Revenue	100,789,000,000 United States dollar (2000)
Net income	979,000,000 United States dollar (2000)
Total assets	65,503,000,000 United States dollar (2000)
Number of employees	9,500 as of 2006 (including Prisma and PGE subsidiaries)
Website	www.enron.com

Enron Corporation is an energy company based in Houston, Texas. Prior to its bankruptcy in late 2001, Enron employed around 21,000 people and was one of the world's leading electricity, natural gas, and communications companies, with claimed revenues of $101 billion in 2000. Fortune magazine named Enron "America's Most Innovative Company" for six consecutive years. It became most famous at the end of 2001, when it was revealed that it was sustained mostly by institutionalized, systematic, and well-planned accounting fraud. Its European operations filed for bankruptcy on November 30, 2001, and it sought Chapter 11 protection in the U.S. two days later, on December 2. At the time, it was the biggest bankruptcy in U.S. history, and it cost 4,000 employees their jobs .

The company still exists, operating a handful of key assets, and making preparations for the sale or spin-off of remaining businesses. Enron emerged from bankruptcy in November of 2004 after one of the biggest and most complex cases in US history. It has since entered the zeitgeist as a symbol of willful corporate fraud and corruption.

Growth

Enron, founded in 1930 as Northern Natural Gas Company, was a consortium of Northern American Power and Light Company, Lone Star Gas Company, and United Lights and Railways Corporation. The consortium ownership was gradually dissolved between 1941 and 1947 through a public stock offering. In 1979, Northern Natural Gas was restructured under the ownership of a new holding company, InterNorth Inc., which replaced Northern Natural Gas on the New York Stock Exchange.

In 1985, InterNorth acquired competitor Houston Natural Gas Company in a transaction engineered by HNG CEO Kenneth Lay. Although InterNorth was the purchaser, Lay emerged as CEO and promptly renamed InterNorth as Enron Corporation, with headquarters in Houston rather than InterNorth/Northern Natural Gas's base in Omaha. Initially, the company was to be named Enterone, chosen for the positive connotations of "enter" and "one", but when it was pointed out that the term approximated a word referring to the intestine, it was quickly shortened to "Enron."

Enron was originally involved in the transmission and distribution of electricity and gas throughout the United States and the development, construction, and operation of power plants, pipelines, and other infrastructure worldwide. In 1998 it moved into the water sector, creating the Azurix Corporation, which it part-floated on the NYSE in June 1999. Azurix failed to break into the water utility market, with its only major concession, in Buenos Aires, Argentina, a large-scale money loser. In April 2001 Enron announced its intention to break up Azurix and sell its assets.

Enron grew wealthy, it claimed, through its pioneering marketing and promotion of power and communications bandwidth commodities and related derivatives as tradable financial instruments, including exotic items such as weather derivatives. As a result, Enron was named "America's Most Innovative Company" by Fortune magazine for six consecutive years, from 1996 to 2001. It was on the Fortune's "100 Best Companies to Work for in America" list in 2000, and was legendary even among the elite workers of the financial world for the opulence of its offices. However, as was later discovered, many of its recorded profits were inflated, or even wholly fraudulent and nonexistent, by the use of sophisticated and arcane financial transactions between Enron and related companies formed to take unprofitable entities off the company's books.

Products

Enron traded more than 800 different products including the following.

• Advertising Risk Management
• Bandwidth*
• Broadband Services
• Building Services
• Credit Risk Management*
• Crude Oil & Products*
• Electricity / Power
• Emission Allowances*
• Energy Outsourcing
• Energy Asset Management
• Enron Intelligent Network
• Facility Management
• Forest Products*
• Freight
• Media Risk Management
• Metals* (also see Steel)
• Natural Powers of Gas*
• Lumber*
• Oil & LNG Transportation
• Petrochemicals*
• Plastics*
• Power*
• Principal Investments
• Pulp & Paper*
• Risk Management for Commodities
• Shipping / Freight
• Steel*
• Streaming Media
• Water & Wastewater
• Weather Risk Management*
• Wind Energy

(Items with a (*) were traded on EnronOnline)

It was also an extensive futures trader, including sugar, coffee, grains, hog, and other meat futures.

EnronOnline

Main article: EnronOnline

In November 1999, Enron launched EnronOnline. EnronOnline was the first web-based transaction system that allowed buyers and sellers to buy, sell, and trade commodity products globally. It only allowed users to do business with Enron, which was seen as a particular weakness. Due to the giant cash needs of Enron Online and the company wasting money in other areas such as broadband, Azurix, Enron Energy Services, and shutting down the original pipeline service which generated cash flow, Enron virtually drained itself of cash. The Enron Global Finance department had to keep working up more creative financing moves to keep the company running.

Decline

Enron's global reputation was undermined by persistent rumours of bribery and political pressure to secure contracts in Central America, South America, Africa, and the Philippines. Especially controversial was its $3 billion contract with the Maharashtra State Electricity Board in India, where it is alleged that Enron officials used political connections within the Clinton and Bush administrations to exert pressure on the board. On January 9, 2002, the United States Department of Justice announced it was going to pursue a criminal investigation of Enron, and Congressional hearings began on January 24.

After a series of scandals involving irregular accounting procedures bordering on fraud, perpetrated throughout the 1990's, involving Enron and its accounting firm Arthur Andersen, it stood at the verge of undergoing the largest bankruptcy in history by mid-November 2001. A white knight rescue attempt by a similar, smaller energy company, Dynegy, was not viable.

During 2001, Enron shares fell from over US $90.00 to US$0.30. As Enron was considered a blue chip stock, this was an unprecedented and disastrous event in the financial world. Enron's plunge occurred after it was revealed that much of its profits and revenue were the result of deals with special purpose entities (limited partnerships which it controlled). The result was that many of the losses that Enron suffered were not reported in its financial statements.

Insider trading

Beginning

Insider trading (trading of a security based on material non-public information about a company) at Enron was not just a thing of the late 1990s or early 2000s. Enron had trouble with insider trading dating back to the 1980s. The first documented example occurred in 1988. Two auditors, David Woytek and John Beard, discovered bank records showing that millions of dollars had been moved from Enron into the personal accounts of Louis Borget and Thomas Mastroeni.

Both Borget and Mastroeni were rumored to consort with rulers of Saudi Arabia and Kuwait, gaining inside information on the workings of OPEC. This insider information had led to more profitable trading of oil commodities, until the cash flows from Enron into personal accounts were discovered by Woytek and Beard. Both auditors were told by Chief Executive Officer Kenneth Lay to continue their investigation and make sure every penny was returned to the rightful account; however, no immediate action was taken against the perpetrators.

Woytek and Beard would eventually gather enough information to prove that Borget and Mastroeni were participating in insider trading and stealing from the company. This information included bank statements that showed cash flows that were not recorded in the company's records, along with copies of altered statements that Borget had filed with the company. However, despite all of the evidence that the two auditors had collected, they were told to drop the investigation by Enron's president, Mick Seidl, and the Chief Financial Officer, Keith Kern. Unfortunately for Woytek and Beard, Borget had brought in tens of millions of dollars to the company. Enron had given both Woytek and Beard the impression that the annual profits that Borget brought to the corporation were more important than maintaining legal practices.

Later insider trading

If the Enron traders were indeed participating in insider trading during the 1980s, they apparently did not learn their lesson from nearly being caught by David Woytek and John Beard. To the auditors, it seemed that Enron would become caught up in the race for higher profits and would pursue them even if it meant using illegal practices.

Enron had created offshore entities, a unit which may be used for planning and avoidance of taxes, raising the profitability of a business. This provided ownership and management with full freedom of currency movement, and full anonymity, that would hide losses that the company was taking. These entities made Enron look more profitable than it actually was, and created a dangerous spiral in which each quarter, corporate officers would have to perform more and more contorted financial wizardry to create the illusion of billions in profits while the company was actually bleeding cash. This practice drove up their stock price to new levels, at which point the executives began to work on insider information and trade millions of dollars worth of Enron stock. The executives and insiders at Enron knew about the offshore accounts that were hiding losses for the company; however the investors knew nothing of this. Chief Financial Officer Andrew Fastow led the team which created the off-books companies, and manipulated the deals to provide himself, his family, and his friends with hundreds of millions of dollars in guaranteed revenue, at the expense of the corporation he worked for and its stockholders.

In August of 2000, Enron's stock price hit its highest value of $90. At this point Enron executives, who possessed the inside information on the hidden losses, began to sell their stock. At the same time, the general public and Enron's investors were told to buy the stock. Executives told the investors that the stock would continue to climb until it reached possibly the $130 to $140 range, while secretly unloading their shares as they knew the opposite to be true.

As executives sold their shares, the price began to drop. Investors were told to continue buying stock or hold steady if they already owned Enron because the stock price would rebound in the near future. Kenneth Lay's strategy for responding to Enron's continuing problems was in his demeanor. As he did many times, Lay would issue a statement or make an appearance to calm investors and assure them that Enron was headed in the right direction.

By August 15, 2001, Enron's stock price had fallen to $42. Many of the investors still trusted Lay and believed that Enron would rule the market. They continued to buy or hold their stock and lost more money every day. As October closed, the stock had fallen to $15. Many saw this as a great opportunity to buy Enron stock because of what Kenneth Lay had been telling them in the media. Their trust and optimism proved greatly misplaced.

Lay has been accused of selling over $70 million worth of stock at this time, which he used to repay cash advances on lines of credit. He sold another $20 million worth of stock in the open market. Also, Lay's wife, Linda, has been accused of selling 500,000 shares of Enron stock totaling $1.2 million on November 28, 2001. The money earned from this sale did not go to the family but rather to charitable organizations, which had already received pledges of contributions from the foundation. Records show that Mrs. Lay placed the sale order sometime between 10:00 and 10:20 AM. News of Enron's problems, including the millions of dollars in losses they had been hiding went public about 10:30 that morning, and the stock price soon fell to below one dollar.

Former Enron executive Paula Rieker has been charged with criminal insider trading. Rieker obtained 18,380 Enron shares for $15.51 a share. She sold that stock for $49.77 a share in July 2001, a week before the public was told what she already knew about the $102 million loss.

Aftermath

Kenneth Lay and Jeffrey Skilling, both former Enron chief executive officers, went on trial for their part in the Enron scandal in January 2006. Former chief accounting officer Richard Causey went on trial along with Lay and Skilling. The 53-count, 65-page indictment covers a broad range of financial crimes, including bank fraud, making false statements to banks and auditors, securities fraud, wire fraud, money laundering, money laundering conspiracy and insider trading. U.S. District Judge Sim Lake has previously denied motions by the defendants to hold separate trials and to move the case out of Houston, where the defendants argued the negative publicity surrounding Enron's demise would make it impossible to get a fair trial.

Mr. Lay pleaded not guilty to the eleven criminal charges. Lay has stated that he is innocent and that he was misled by those around him. The U.S. Securities and Exchange Commission (SEC) is seeking more than $90 million from Lay in addition to civil fines. The SEC would like to see that Mr. Lay is barred from ever serving as a director or an officer for a publicly held company.

The case surrounding Mrs. Linda Lay is a difficult one. Mrs. Lay sold roughly 500,000 shares of Enron thirty minutes to ten minutes before the information that Enron was collapsing went public on November 28, 2001. This was information that Enron executives had known for over a year. This timeline of events presents a very good case for the prosecution.

However, there are two specific points that make the case against Mrs. Lay a difficult one. The largest hurdle for the prosecution is that the Lays did not profit from the sale of this stock. It instead went to their family foundation and in the months following, the proceeds were given away to charity. The second hurdle is that even if Mr. Lay had come home and told his wife about Enron's troubles, this communication is a marital confidence and its disclosure cannot be forced. This would mean the government would have to find a third party witness to testify that Mrs. Lay did have insider knowledge at the time of the sale.

Former managing director of investor relations for Enron Paula Rieker pleaded guilty in federal court to a criminal insider trading charge. The one felony charge against Rieker carries a maximum penalty of ten years in prison and a $1 million fine. Rieker agreed to never again serve as an officer or director of a public company. If a federal court approves the settlement, Rieker will pay the SEC $499,333, the profit from the sale of 18,380 shares of Enron stock. Rieker has been a valuable witness for the government as she prepared earnings releases and conference calls with Enron analysts.

On December 28, 2005, former CAO Richard Causey pleaded guilty to securities fraud. He will have to serve 7 years in prison and pay $1.25 million to the US Government. Causey has the possibility of only serving 5 years in prison if he cooperates and testifies against former Chairmen and CEO, Kenneth Lay and former CEO and COO, Jeffrey Skilling.

On January 13, 2006 lobbyist William "Art" Roberts pleaded guilty to impersonating Senate staff members during the investigation.

Roberts was hired by a German bank in June 2004 to get a letter from a Senate subcommittee stating the bank had done their due diligence investigating the Enron collapse, as part of the bank's defense in a suit filed against it by a London bank.

Kenneth Lay and Jeff Skilling were indicted for securities and wire fraud in July, 2004, leading to a highly-publicized trial in which Lay was convicted on all six counts and Skilling on 19 of 28 counts on May 25, 2006.

Fallout

The long-term implications of Enron's collapse are somewhat unclear, but there is considerable political fallout both in the US and in the UK relating to the money Enron gave to political figures (around US$6 million since 1990). The fallout from the scandal quickly extended beyond Enron and all those formerly associated with it. The trial of Arthur Andersen on charges of obstruction of justice related to Enron also helped to expose its accounting fraud at WorldCom. The subsequent bankruptcy of that telecommunications firm quickly set off a wave of other accounting scandals. This wave engulfed many companies, exposing high-level corruption, accounting errors, and insider trading. Though at the time of its collapse, Enron was the largest bankruptcy in history, since then it has been eclipsed by the collapse of WorldCom.

Former Enron CFO Andrew Fastow, the mastermind behind Enron's complex network of offshore partnerships and questionable accounting practices, was indicted on November 1, 2002, by a federal grand jury in Houston on 78 counts including fraud, money laundering, and conspiracy. He and his wife Lea Fastow, former assistant treasurer, accepted a plea agreement on January 14, 2004. Andrew Fastow will serve a ten-year prison sentence and forfeit US $23.8 million, while Lea Fastow will serve a five-month prison sentence and a year of supervised release, including five months of house arrest; in return, both will provide testimony against other Enron corporate officers.

Ben Glisan Jr., a former Enron treasurer, was the first man to be sent to prison in the Enron scandal. He pled guilty to one count of conspiracy to commit security and wire fraud.

John Forney, a former energy trader who invented various strategies such as the "Death Star", was indicted in December 2002, on 11 counts of conspiracy and wire fraud. His trial was scheduled for October 12, 2004. His supervisors, Timothy Belden and Jeffrey Richter, have both pled guilty to conspiring to commit wire fraud and currently are aiding prosecutors in investigating this scandal.

Jeffrey Skilling was arrested on February 11, 2004, by the FBI. Kenneth Lay was indicted by a federal grand jury on July 7, 2004 for his involvement in the scandal. He pled not guilty in court on July 9.

On May 25, 2006, the jury in the Lay and Skilling trial returned its verdicts. Jeffrey Skilling was convicted of 19 of 28 counts of securities fraud and wire fraud and acquitted on the remaining nine, including charges of insider trading. He faces an overall prison sentence of 185 years. Kenneth Lay was convicted of all six counts of securities and wire fraud for which he had been tried, and he faces a total sentence of up to 45 years in prison. All told, sixteen people pleaded guilty for crimes committed at the company, and five others, including four former Merrill Lynch employees, were found guilty at trial. Eight former Enron executives testified, the star witness being Fastow, against Lay and Skilling, their former bosses.

The status of the pension plans that were promised to Enron's employees has been in question since the collapse of Enron. The Pension Benefit Guaranty Corporation is attempting to cover some and possibly all of the promised benefits.

Arthur Andersen

On June 15, 2002, Andersen was convicted of obstruction of justice for shredding documents related to its audit of Enron. Since the U.S. Securities and Exchange Commission does not allow convicted felons to audit public companies, the firm agreed to surrender its licenses and its right to practice before the SEC on August 31. On May 31, 2005, the Supreme Court of the United States unanimously overturned Andersen's conviction due to flaws in the jury instructions. Despite this ruling, it is highly unlikely Andersen will ever return as a viable business. The firm lost nearly all of its clients when it was indicted, and there are over 100 civil suits pending against the firm related to its audits of Enron and other companies. It began winding down its American operations after the indictment. From a high of 28,000 employees in the US and 85,000 worldwide, the firm is now down to around 200 based primarily in Chicago. Most of their attention is on handling the lawsuits.

Societal and legal impacts

Enron's collapse also led to the creation of the Sarbanes-Oxley Act, signed into law on July 30, 2002. It is considered the most significant change to federal securities laws since FDR's New Deal in the 1930s.

Securities law historian Joel S. Seligman was quoted in The Washington Post saying, "his was the most important corporate scandal of our lifetimes. It was one of the immediate causes of the Sarbanes-Oxley Act, the governance reforms of the New York Stock Exchange and NASD, and the most consequential reorientation of corporate behavior in living memory."

Trials

• Arthur Andersen LLP v. United States
• Enron Broadband trial
• Lay and Skilling trial

Pensions

Thousands of Enron employees and investors lost their life savings, children's college funds, and pensions when Enron collapsed. A lawsuit on the behalf of a group of Enron's shareholders has been filed against Enron executives and directors. This lawsuit accuses twenty-nine of these executives and directors of insider trading and misleading the public.

Because the 401(k) plan is a defined contribution plan, there was no PBGC insurance and employees lost their money that was invested in Enron stock. They could only sue anyone who is considered a fiduciary for breach of their duty of care based on ERISA Section 404.

Restructuring

Following the 2001 bankruptcy filing, Enron has been attempting to restructure in order to compensate as many creditors as possible. Enron's innovative core energy trading business was sold early in the bankruptcy proceedings to Merrill Lynch and Company. A last-ditch survival attempt was made in 2001 through a planned merger with arch-rival Dynegy Corporation. Dynegy backed out during merger talks, acquiring control of Enron's original, predecessor company - Northern Natural Gas - in the process. Enron is currently pursuing legal action against Dynegy over the takeover of Northern Natural Gas, which has since been sold by Dynegy to MidAmerican Energy Holdings Company.

Enron's final bankruptcy plan provides for the creation of three new businesses to be spun off from Enron as independent, debt-free companies. The reorganization process commenced in 2003, with the formation of two new Enron subsidiaries, CrossCountry Energy L.L.C., and Prisma Energy International Inc.

CrossCountry Energy, formed from Enron's domestic gas pipeline assets, was immediately placed on the market for creditor compensation. On September 1, 2004, Enron announced an agreement to sell CrossCountry Energy to CCE Holdings L.L.C. (a joint venture between Southern Union Company and a unit of General Electric) for $2.45 billion. The money will be used for debt repayment, and represents a substantial increase over the previous offer made by NuCoastal L.L.C. earlier in 2004.

Prisma Energy International, formed out of Enron's remaining overseas assets, will emerge from bankruptcy as a main-line descendant of Enron through a stock offering to Enron creditors. Currently, many of Prisma's assets remain under direct Enron ownership with Prisma operating in a management capacity.

The third company, Portland General Electric (PGE), was founded in 1889, and ranks as Oregon's largest utility. PGE was acquired by Enron during the 1990's, and will emerge from bankruptcy as an independent company through a private stock offering to Enron creditors.

All remaining assets not related to CrossCountry, Prisma, or Portland General will be liquidated. As of 2006, CrossCountry is now under CCE Holdings ownership, while the Portland General and Prisma deals remain to be consummated. Enron emerged from Chapter 11 bankruptcy protection in November 2004 but will likely be wound down once the recovery plan is carried out. Enron's remaining assets are grouped under two main subsidiary companies- Prisma Energy International and Portland General Electric, both of which will likely be spun off.

Various

The baseball stadium Enron Field in Houston, Texas, named after the company, was renamed to Astros Field to avoid negative publicity. The park's name was later changed to Minute Maid Park. The Houston Astros had to pay Enron $5 million to get out of the deal.

David Tonsall, a former Enron employee, became a rapper under the name N Run, which is a play on the name "Enron" and also stands for "never run." He released his CD Corporate America on December 3, 2003.

A 2005 movie, Enron: The Smartest Guys in the Room, based on the 2003 bestseller of the same name by Bethany McLean and Peter Elkind, documents the Enron story.

As a result of their investigation the FERC made a large portion of Enron's email database available to the public. This database comprises roughly 500,000 email messages and has become a standard dataset in email research.

See also

• Timeline of the Enron scandal
• Pension fund losses with Enron
• The Enron Three
• California electricity crisis
• Conspiracy of Fools
• Corporate abuse
• Corporate crime
• Corporate governance
• Creative accounting
• EnronOnline
• Azurix
• Dabhol Power Company
• List of corporate executives charged with crimes
• List of notable business failures
• Arthur Andersen LLP v. United States
• J. Clifford Baxter, Enron executive

Bibliography

• Mimi Swartz, Sherron Watkins, Power Failure: The Inside Story of the Collapse of Enron (Doubleday, 2003) ISBN 0385507879
• Bethany McLean, Peter Elkind, Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron (Portfolio, 2003) ISBN 1591840082
• Robert Bryce, Pipe Dreams: Greed, Ego, and the Death of Enron (PublicAffairs, 2002) ISBN 158648138X
• Lynn Brewer, Matthew Scott Hansen, House of Cards, Confessions of An Enron Executive (Virtualbookworm.com Publishing, 2002) ISBN 1589392485 ISBN 1589392485
• Kurt Eichenwald, Conspiracy of Fools: A True Story (Broadway Books, 2005) ISBN 0767911784
• Peter C. Fusaro, .Ross M. Miller, What Went Wrong at Enron: Everyone's Guide to the Largest Bankruptcy in U.S. History (Wiley, 2002), ISBN 0471265748
• Loren Fox, Enron: The Rise and Fall. (Hoboken, N.J.: Wiley, 2003)

External links

• Enron Media Critique
• The Enron homepage
• - homepage of Prisma Energy International Inc.
• - homepage of CrossCountry Energy L.L.C.
• - homepage of Portland General Electric Company
• - homepage of Northern Natural Gas Company
• The former Enron Building from Houston Architecture Info.
• Enron experts for comment
• Ken Lay's correspondence with George W. Bush while Lay was CEO of Enron

Accounting

• CPA Journal - Enron and the Raptors
• Enron Debacle is an informative account of events leading up to the fall of Enron.
• Moody's KMV Default Case Studies

General

• Guardian Unlimited Special Report: Enron
• BBC News In Depth: Enron
• Enron News, News Sources, News Searches, and Business Research:
• Stunning Depths of Government Collaboration with Enron Revealed - (Democracy Now!)
• Enron's Pawns: How Public Institutions Bankrolled Enron's Globalization Game - Press release of report by the Institute for Policy Studies.
• Feds order a quarter-billion refund to Enron
• At Enron, ignorance was bliss

Tapes

• The Enron Tapes - Public/Redacted Audio Files and Public/Redacted Transcripts
• Enron traders caught on tape - Gloating about manipulating California's energy market. (CBS Evening News)
• More Enron Tapes
• Even More Enron tapes

Other

• Yahoo! - Enron Corp. Company Profile
• Document Repository for Enron Bankruptcy
• The Best Enron Books reviews books on Enron.
• Suicide note of Enron employee J. Clifford Baxter (Chron.com)
• NRun Wreckords: 'Corporate America'
• Harvard Business Review articles before, during, and after its 'innovative management'

Directories

• Open Directory Project - Enron directory category
• LookSmart - Enron Case directory category
• Yahoo - Enron History directory category

• Current events
• Defunct companies of the United States
• Enron
• Scandals
• Companies formerly listed on the London Stock Exchange
• 1985 establishments