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Enron Corporation
Enron logo, designed by Paul Rand
Company typeDefunct / asset-less shell
IndustryEnergy
FoundedOmaha, Nebraska, 1985
HeadquartersHouston, Texas, USA
Key peopleKenneth Lay, Founder
Stephen F. Cooper, Interim CEO and CRO
John J. Ray, III, Chairman
Rebecca Mark-Jusbasche, Vice Chairman, Chairman and CEO of Enron International
Revenue$111 billion (in 2000)
Net income979,000,000 United States dollar (2000) Edit this on Wikidata
Total assets65,503,000,000 United States dollar (2000) Edit this on Wikidata
Number of employeesapprox. 6,800 as of 2006 (mostly at Prisma subsidiary)
WebsiteEnron

Enron Corporation was an American energy company based in Houston, Texas. Before its bankruptcy in late 2001, Enron employed around 21,000 people (McLean & Elkind, 2003) and was one of the world's leading electricity, natural gas, pulp and paper, and communications companies, with claimed revenues of $111 billion in 2000. Fortune named Enron "America's Most Innovative Company" for six consecutive years. It achieved infamy at the end of 2001, when it was revealed that its reported financial condition was sustained mostly by institutionalized, systematic, and creatively planned accounting fraud.

The lawsuit against Enron's directors, following the scandal, was notable in that the directors settled the suit by paying very significant amounts of money personally. In addition, the scandal caused the dissolution of the Arthur Andersen accounting firm, which had effects on the wider business world, as described in more detail below.

Enron still exists as an asset-less shell corporation. Enron emerged from bankruptcy in November of 2004 after one of the biggest and most complex bankruptcy cases in U.S. history. It has since become a popular symbol of willful corporate fraud and corruption. On September 7 2006, Enron sold Prisma Energy International Inc., its formerly sole remaining business, to Ashmore Energy International Ltd. Enron will likely be dissolved shortly after the sale.

Early history

Enron has its roots in Omaha, Nebraska. Northern Natural Gas Company, formed in the early 1930s, organized a holding company in the 1980s, InterNorth, which purchased the smaller Houston Natural Gas in 1985. After building a large, new corporate headquarters in Omaha, the new Enron named former Houston Natural Gas CEO Kenneth Lay as CEO of the newly merged company. Lay purchased a condominium home on the top floor of a historic downtown Omaha building, but soon engineered a "management coup", in which he moved Enron's headquarters to Houston.

Initially, the company was to be named Enteron, but when it was pointed out that the term approximated a word referring to the intestine (in Greek), 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. However, within its first year after the merger, Enron was partnering in an oil well venture, with a company called Spectrum 7 whose chairman and CEO was George W. Bush, the son of then-Vice President George H. W. Bush. In 1998 Enron 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, and one of its major concessions, in Buenos Aires, Argentina, was 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. 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 had offices that were, in hindsight, stunning in their opulence. Enron was hailed by many, including labor and the workforce, as an overall great company, praised for its large long-term pensions, benefits for its workers and extremely effective management until its exposure in corporate fraud.

However, as was later discovered, many of Enron's recorded assets and profits were inflated, or even wholly fraudulent and nonexistent, by putting debts and losses into entities formed "offshore" that were not consolidated with (included in) the company's financial statements and, in addition, by the use of other sophisticated and arcane financial transactions between Enron and related companies formed to take unprofitable entities off the company's books.

Its most valuable asset, the 1930s-era Northern Natural Gas, was eventually purchased back by a group of Omaha investors, who moved its headquarters back to Omaha, and is now a unit of Warren Buffett's Mid-American Energy Holdings Corp. Dan was here.

Products

Enron traded in more than 30 different products including the following.

  • Oil & LNG Transportation
  • Petrochemicals*
  • Plastics*
  • Power*
  • Principal Investments
  • Pulp & Paper*
  • Risk Management for Commodities
  • Shipping / Freight
  • Steel*
  • Streaming Media
  • Water & Wastewater
  • Weather Risk Management*

(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 allowed users to do business only with Enron. 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

Template:Totallydisputed-section 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.

After a series of scandals involving irregular accounting procedures bordering on fraud, perpetrated throughout the 1990s, 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. Enron filed for Bankruptcy on December 2, 2001.

As the scandal was revealed in 2001, Enron shares dropped from over US$90.00 to US$0.30. As Enron had been 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 Enron's debts and the losses that it suffered were not reported in its financial statements.

In addition, the scandal caused the dissolution of Arthur Andersen, leaving only four big international accounting firms, which is still causing difficulty for large corporations that need to use more than one accounting firm for auditing and non-auditing services.

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.

Insider trading

Template:Totallydisputed-section

Beginning

Enron had trouble with insider trading dating back to the late 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. According to statements by Woytek this was later discovered to be untrue, but at the time senior management believed this to be the case. This rumored insider information supposedly led to more profitable trading of oil commodities, until the cash flows from Enron into personal accounts for prostitutes 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, units which can be used for planning and avoidance of taxes, increasing 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 deception to create the illusion of billions in profits while the company was actually losing money. 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 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.

Enron's 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 .

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

File:Ken lay enron.jpg
Kenneth Lay
File:Skilling enron.jpg
Jeffrey Skilling

Kenneth Lay, the former Chairman of the Board and Chief Executive Officer and Jeffrey Skilling, former Chief Executive Officer and Chief Operating Officer, went on trial for their part in the Enron scandal in January 2006. 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 stated that he was misled by those around him. At the time of his death the U.S. Securities and Exchange Commission (SEC) had been seeking more than $90 million from Lay in addition to civil fines.

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.

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 never again to 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 U.S. Government. Causey has the possibility of only serving 5 years in prison if he cooperates and testifies with Lay and 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.

Lay and 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. On July 5 2006, Lay died at age 64 while vacationing in Aspen, Colorado, after suffering a heart attack on July 4. Skilling was convicted and sentenced to 24 years, 4 months in a federal prison on October 23, 2006. As well as his sentence of 24 years, 4 months, he was ordered to restore the ENRON pension fund with $26 million out-of-pocket. It is expected that he will appeal, as many major business officials do after conviction and sentencing.

Fallout

The long-term trials and implications of Enron's collapse are somewhat unclear, but there is considerable political fallout both in the U.S. and in the UK relating to the money Enron gave to political figures (around US$6 million since 1990). Approximately three-fourths of American contributions went to the Republican Party, including heavy contributions to George W. Bush's presidential campaign.

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 helped to expose 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, this 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 pleaded 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. 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 was sentenced to 24 years, 4 months in prison. Lay was convicted of all six counts of securities and wire fraud for which he had been tried, and he faced a total sentence of up to 45 years in prison. Lay died on July 5 2006, before sentencing was scheduled. On July 12 2006, a potential Enron witness scheduled to be extradicted to the US, Neil Coulbeck, was found dead in a park in north-east London. The US case alleges that Coulbeck and others conspired with former Enron CFO Andrew Fastow. 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.

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 the money they invested in Enron stock. They could only sue those considered a fiduciary for breach of their duty of care based on ERISA Section 404.

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 U.S. 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.

Andersen was one of the "Big Five" large international accounting firms. Its demise left only four big international accounting firms (the Big Four accounting firms). This concentration of the industry is still causing difficulty for large corporations that need to use more than one accounting firm for auditing and non-auditing services. In addition, the pricing of accounting services is less elastic as large corporations feel that they must use a Big Four firm.

Societal and legal impacts

Enron's collapse also contributed to the creation of the U.S. Sarbanes-Oxley Act (SOX), 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. Other countries have also adopted new corporate governance legislations. This law provides stronger penalties for fraud and, among other things, requires public companies to avoid making loans to management, to report more information to the public, to maintain stronger independence from their auditors, and most controversially, to report on and have audited, their financial internal control procedures.

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

Facts and figures

  • The baseball stadium Enron Field in Houston, Texas, named after the company, was opened on April 7, 2000, at game where Kenneth Lay threw out the first pitch, and which game was attended by George W. Bush, who was then governor of Texas. The field was renamed to Astros Field after the collapse of Enron, 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.
  • The 2003 non-fiction book Enron: The Smartest Guys in the Room, written by Bethany McLean and Peter Elkind, was a bestseller. The book was turned into a film that was nominated for the 2005 Academy Award for Documentary Feature.
  • 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.
  • The movie Fun with Dick and Jane, starring Jim Carrey and Tea Leoni, features a special thank you to individuals involved in the scandal, as well as the company. The thank you includes other companies involved in similar cases, and precedes the cast listing in the credits to the film.
  • In The Simpsons episode "Special Edna", Principal Skinner, when his request for engagement to Edna Krabappel is rejected, mourns that the only ride he wants to go on is "The Ride of Broken Dreams", which happens to be an Enron-themed roller coaster that looks like a plummeting stock chart. As the riders climb up the coaster, they chant "We'll be rich!" before going down a sheer drop into the poorhouse.

See also

Enron companies

Enron fallout

Corporation-related

Bibliography

External links

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