|Enron Creditors Recovery Corporation|
|Type||Defunct / Asset-less Shell|
|Founded||Omaha, Nebraska, 1985|
|Headquarters||Houston, Texas, United States|
|Key people||Kenneth Lay, Founder, former Chairman and CEO
Jeffrey Skilling, former President, CEO and COO
Andrew Fastow, former CFO
Rebecca Mark-Jusbasche, former Vice Chairman, Chairman and CEO of Enron International
Stephen F. Cooper, Interim CEO and CRO
John J. Ray, III, Chairman
|Revenue||$101 billion (in 2000)
|Employees||approx. 22,000 in 2000
approx. 4 as of 2008.
Enron Creditors Recovery Corporation (formerly Enron Corporation, former NYSE ticker symbol ENE) was an American energy company based in Houston, Texas. Before its bankruptcy in late 2001, Enron employed approximately 22,000 (McLean & Elkind, 2003) and was one of the world's leading electricity, natural gas, pulp and paper, and communications companies, with reported revenues of nearly $101 billion in 2000. Fortune named Enron "America's Most Innovative Company" for six consecutive years. In November 1999, Enron launched EnronOnline, the first web-based transaction system that allowed buyers and sellers to buy, sell, and trade commodity products globally. This was the first of its several web-based businesses including broadband services and IT consulting.
At the end of 2001 it was revealed that Enron’s reports of high profits were based on an institutionalized, systematic, and creatively planned accounting fraud, known as the "Enron scandal." Enron’s stock price plummeted and Enron employees and investors in pension funds lost more than 25 billion dollars. Enron has since become a popular symbol of willful corporate fraud and corruption. Enron's collapse contributed to the creation of the U.S. Sarbanes-Oxley Act (SOX), signed into law on July 30, 2002. The scandal was also considered a landmark case in the field of business fraud and brought into question the accounting practices of many corporations throughout the United States. The scandal also caused the dissolution of the Arthur Andersen accounting firm, one of the top five accounting firms in the world.
Enron traces its roots to the Northern Natural Gas Company, which was formed in 1932 in Omaha, Nebraska. It was reorganized in 1979 as the leading subsidiary of a holding company, InterNorth. In 1985, it bought the smaller Houston Natural Gas, changed its name to "HNG/InterNorth Inc." and built a large headquarters complex in Omaha. Six months after the merger, former HNG CEO Kenneth Lay became CEO. Lay moved company headquarters to Houston, Texas, and began to re-brand the business. Lay originally favored changing the company name to "Enteron" (possibly spelled in camelcase as "EnterOn"); but when it was pointed out that the term approximated a Greek word referring to the intestine, it was quickly shortened to "Enron."
Enron was originally involved in transmitting and distributing electricity and gas throughout the United States. The company developed, built, and operated power plants and pipelines. Enron profited from the ownership of a large network of natural gas pipelines which stretched from the Atlantic to the Pacific Oceans and from north to south, including Northern Natural Gas, Florida Gas Transmission, Transwestern Pipeline company and a partnership in Northern Border Pipeline from Canada. Revenues from these networks funded all of the other Enron companies, ventures, and investments.
In 1998 Enron entered the water sector, creating the Azurix Corporation, which it part-floated on the New York Stock Exchange in June 1999. Azurix failed to break into the water utility market, and one of its major concessions, in Buenos Aires, suffered large-scale losses.
Enron promoted itself as a successful pioneer in many fields. Its offices in Houston were stunning in their opulence. Enron was named "America's Most Innovative Company" by Fortune magazine for six consecutive years, from 1996 to 2001. It was on the Fortunemagazine's "100 Best Companies to Work for in America" list in 2000, and was hailed by many, including its own employees, for its large long-term pensions, benefits for its workers and highly effective management until its exposure as a corporate fraud.
Enron traded in more than 30 different products, including petrochemicals, plastics, electric power, wood pulp and paper, steel, weather risk management, risk management for commodities, water and wastewater, shipping and freight, transportation of oil and liquid natural gas, principal investments, broadband internet, and streaming media.
It also traded extensively in futures contracts, including sugar, coffee, grains, hog, and other meat futures. At the time of its bankruptcy filing in December 2001, Enron was structured into seven distinct business units:
Enron manufactured gas valves, circuit breakers, thermostats, and electrical equipment in Venezuela through INSELA SA, a 50-50 joint venture with General Electric. The company owned three paper and pulp products companies and Garden State Paper, a newsprint mill, as well as Papiers Stadacona and St. Aurelie Timberlands; and held controlling stake in the Louisiana-based petroleum exploration and production company Mariner Energy.
In the early 1990s the Congress of the United States of America passed legislation deregulating the sale of electricity. It had done the same for natural gas some years earlier. The resulting energy markets made it possible for companies like Enron to thrive, while the resultant price volatility was often bemoaned by producers and local governments. Strong lobbying on the part of Enron and others, however, kept the system in place. Enron’s ties to the Bush administration assured that its views would be heard in Washington.
In November 1999, Enron launched EnronOnline. Conceptualized by the company's Global Finance department under John Siepierski, it was the first web-based transaction system that allowed buyers and sellers to buy, sell, and trade commodity products globally. Previously, a trader who wanted to buy an energy contract negotiated terms directly with another energy trader who wanted to sell a contract. EnronOnline allowed market participants to see prices on their computer screens and to do business more simply. The new online system was used by virtually every energy company in the United States. The main commodities offered on EnronOnline were natural gas and electricity, although there were 500 other products including credit derivatives, bankruptcy swaps, pulp, gas, plastics, paper, steel, metals, freight, and TV commercial time.
EnronOnline spawned several other e-commerce websites including http://www.DealBench.com www.DealBench.com, an acquisition and divestiture tool still operating today. As of 2007, Enron still operates the DealBench code under the name EnronAssets. Enron’s other online marketplace services included:
EnronOnline was regarded as an impressive trading tool, but because Enron was either buying, selling, or trading in every transaction, its costs increased over time until they became prohibitive.
The online trading systems were involved in the financial misrepresentation and other questionable financial behavior that eventually led to Enron's demise. President and Chief Operating Officer Jeffrey Skilling began advocating a novel idea: the company didn't really need to own any "assets;" it could function solely as a middleman and commodities broker. By pursing an aggressive investment strategy, Enron became the biggest wholesaler of gas and electricity, trading $27 billion in a quarter. Under Skilling, Enron adopted mark to market accounting, in which anticipated future profit from any deal was recorded as profit already realized, even when the deal later resulted in a loss.
EnronOnline closed down for online trading on the morning of November 28, 2001, four days before Enron filed for bankruptcy.
At the beginning of 2001, the Enron Corporation was the world's dominant energy trader, with reported revenues of nearly $101 billion for 2000.. By mid-November 2001, after a series of revelations involving irregular accounting procedures perpetrated throughout the 1990s, Enron was on the verge of undergoing the largest bankruptcy in history (the largest Chapter 11 Bankruptcy until that of Lehman Brothers on September 15, 2008). It was discovered that Enron had disguised huge losses and artificially inflated its profits and revenues by routing transactions through offshore special purpose entities (limited partnerships) which it controlled. Enron stock, which had been selling for $80 - $90 per share, suddenly lost its value, causing investors to lose millions of dollars. Enron executives, who were aware of the company’s true circumstances, were found to have profited from the sale of large amounts of company stock at artificially inflated prices in the months preceding the announcement of bankruptcy. This is known as “the Enron scandal.”
Enron conducted institutionalized, systematic, and creatively planned accounting fraud. Under the leadership of its Chief Officer Andrew Fastow, and with the help of several other investment banks and financial firms, Enron had created a number of offshore special purpose entities (SPEs), with names like Bob West Treasure, Jedi, and Hawaii that allowed the company to conduct elaborate financial transactions freely and anonymously, disguise loans as revenue, facilitate phony sales of overvalued Enron assets, keep its losses off of the balance sheets and report false income throughout the 1990s.
Many of Enron's debts and the losses that it suffered were not reported in its financial statements. As a consequence, financial analysts continued to recommend Enron stock to investors, and two major credit rating agencies, Standard and Poor’s and Moody’s, continued to rate Enron’s bonds as investment grade until four days before it declared bankruptcy. As long as the stock price remained high, few analysts seemed to be concerned by the opacity of the company's financial disclosures.
Enron’s fiscal health became secondary to manipulating its stock price on Wall Street. The company entered a dangerous spiral in which each financial quarter, corporate officers performed more and more convoluted financial transactions to hide losses. Debt-ridden Enron subsisted largely on the continual infusion of investor capital which resulted from the steadily rising price of its stock. Several banks including J. P. Morgan Chase, Citigroup, Merrill Lynch, Credit Suisse, First Boston, Canadian Imperial Bank of Commerce (CIBC), Bank of America, Barclays Bank, Deutsche Bank and Lehman Brothers participated in the deception in order to increase the value of their own investments in Enron. A number of bank executives profited personally from ownership of Enron shares. When Enron's financial manipulations finally became public and the stock collapsed in November 2001, executives from J.P. Morgan Chase and Citigroup pressured Moody's to keep Enron's credit rating in place until the banks could arrange a bailout sale of Enron to avoid insolvency and forestall a full-scale investigation into the company's dealings.
In August 2000, Enron's stock price peaked at $90 and Enron executives, who knew about the hidden losses, began to sell their stock. At the same time, the general public and Enron's investors were encouraged to buy the stock and assured that its price would continue to climb until it reached the range of $130 to $140. Kenneth Lay repeatedly issued statements and appeared before investors to assure them that Enron was headed in the right direction.
In mid July 2001, Enron reported earnings of $50.1 billion, almost triple year-to-date, beating analysts' estimates by 3 cents a share. Despite this, Enron's profit margin had stayed at a modest average of about 2.1 percent, and its share price had dropped by over 30 percent since the same quarter of 2000. Concerns were mounting over several serious challenges faced by Enron: logistical difficulties in running a new broadband communications trading unit; construction of the Dabhol Power project, a large power plant in India; and criticism of the company for its alleged role in the power crisis of California during 2000-2001.
On August 14, 2001, Jeffrey Skilling, the chief executive of Enron, resigned after selling 450,000 shares for around $33 million  By August 15, 2001, Enron's stock price had fallen to $42. October 17, 2001, Enron announced that its third-quarter results were negative due to one-time charges of over $1 billion. On October 22, 2001, the share price of Enron dropped $5.40 to $20.65 in a single day, following the SEC's announcement that it was investigating several suspicious deals struck by Enron, which it pronounced "some of the most opaque transactions with insiders ever seen". Many investors still trusted Lay and continued to hold their stock and to buy more at the lower price. As October closed, the stock had fallen to $15.
Early in November 2001 it became known that the Enron management had been aggressively pursuing new investment or an outright buyout. On November 28, 2001, Dynegy Inc. backed out of a proposed acquisition of the company and Enron's credit rating fell to junk status. The company, with very little cash to run its business or to satisfy its overwhelming debts, imploded. Its stock price fell to $0.61 at the end of the day's trading.
During the time that the company was collapsing, Kenneth Lay has been accused of selling over $70 million worth of stock to repay cash advances on lines of credit and another $20 million worth of stock in the open market. Lay's wife, Linda, has been accused of selling 500,000 shares of Enron stock, totaling $1.2 million, on November 28, 2001, just ten minutes before news of Enron’s problems became public. 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. Former Enron executive Paula Rieker has been charged with criminal insider trading for selling 18,380 shares at $49.77 a share in July 2001, a week before the public was told what she already knew about a $102 million loss.
Fallout from the scandal quickly extended beyond Enron and all those formerly associated with it. The trial of Arthur Andersen LLP 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 that 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, it has since been eclipsed by the collapse of WorldCom and most recently, the collapse of Lehman Brothers. Enron's collapse contributed to the creation of the U.S. Sarbanes-Oxley Act (SOX), signed into law on July 30, 2002, considered the most significant change to federal securities laws since FDR's New Deal in the 1930s. 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. Certain provisions in the legislation are currently under review in Congress. Other countries have also adopted new corporate governance legislation.
The trials surrounding the Enron scandal revealed many details of the accounting fraud and insider trading that had occurred at Enron, and set a number of precedents. The lawsuits against Enron's directors were notable because the directors settled by paying significant sums of money personally. In all, 16 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, including star witness Andrew Fastow, against Lay and Skilling. Former Enron CFO Andrew Fastow, the mastermind behind Enron's complex network of offshore partnerships and questionable accounting practices, was sentenced to ten years in prison and a penalty of US $23.8 million. Skilling 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, but died on July 5, 2006, before sentencing was scheduled.
Enron had been considered a blue chip stock, and its fall was an unprecedented and disastrous event in the financial world. Enron employees and investors in pension funds, such as the University of California, lost more than 25 billion dollars. Thousands of Enron employees and investors lost all their savings, children's college funds, and pensions when Enron collapsed.
The scandal caused the dissolution of Enron’s auditor, Arthur Andersen, one of the world's top accounting firms at the time. The firm was found guilty of obstruction of justice in 2002 for destroying documents related to the Enron audit and was forced to stop auditing public companies. Although the conviction was thrown out in 2005 by the Supreme Court, the damage to the Andersen name has prevented it from returning as a viable business.
There was considerable public criticism both in the United States and in the United Kingdom relating to the money Enron donated to political figures (around US$7 million since 1990). During Clinton's eight years in office, the company and Lay contributed about $900,000 to the Democratic Party. In 1999 and 2000, the company gave $362,000 in soft-money donations to Democrats. Since 1996, between 72 percent and 94 percent of yearly American contributions went to the Republican Party, including heavy contributions to George W. Bush's presidential campaign.
Anatomy of Greed, written by Brian Cruver, and published in 2002, was the first insider account of events surrounding Enron's collapse. The book and Cruver's experience were turned into the CBS television movie The Crooked E: The Unshredded Truth About Enron, starring Brian Dennehy. The 2003 non-fiction book Enron: The Smartest Guys in the Room, 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. The Enron story has provided material for research and discussion of business ethics, classroom study, and fiction and nonfiction about the world of corporate finance. 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 baseball stadium Enron Field in Houston, Texas, named after the company, was opened on April 7, 2000, at a game where Kenneth Lay threw out the first pitch. That game was attended by George W. Bush, who was then governor of Texas. The Houston Astros Major League Baseball team paid Enron $5 million to withdraw its naming rights after the company collapsed, and the field was renamed Astros Field. The park's name was later changed to Minute Maid Park.
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, 2001. At the time, it was the biggest bankruptcy in U.S. history, and it cost 4,000 employees their jobs. Enron filed for bankruptcy protection in the Southern District of New York and selected Weil, Gotshal & Manges as its bankruptcy counsel. It emerged from bankruptcy in November 2004 after one of the biggest and most complex bankruptcy cases in U.S. history.
Enron's party insolvency took the form of a liquidation, rather than a restructuring, as initially expected. Assets such as Enron's energy and bandwidth trading businesses, the Enron Wind energy unit, the IT consulting businesses, oil field services company Mariner Energy (in which Enron held a 98% controlling interest), INSELA (a Venezuelan gas valve and electrical equipment manufacturer in which Enron held 50%), and Enron's paper and forest products companies in the U.S. and Canada, were divested. Enron's sole electric utility in the United States, Portland General Electric, was spun off as an independent company in 2006, with its shares disbursed to creditors. The remainder of Enron's operations were reorganized under two major subsidiaries formed in 2003: CrossCountry Energy, consisting of Enron's domestic gas pipeline interests; and Prisma Energy International, formed from most of Enron's global electricity generation and distribution businesses, formerly referred to as "Enron International." CrossCountry Energy was sold to CCE Holdings, a joint venture of Southern Union and a unit of General Electric, in 2004. Enron’s most valuable asset, the 1930s-era Northern Natural Gas, was eventually purchased 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. NNG continues to be profitable today.
On September 7, 2006, Enron sold Prisma Energy International Inc., its last remaining business, to Ashmore Energy International Ltd. , leaving Enron Corp. as a non-trading "shell" company, now in the final stage of its bankruptcy liquidation. To reflect its new status as a largely asset-less shell existing solely to manage final payouts to creditors, Enron changed its legal, corporate name to "Enron Creditors Recovery Corporation," d/b/a Enron Corporation, in early 2007. Its goal is to pay off the old Enron's remaining creditors and wind up Enron's affairs.
Perhaps one of Enron's few remaining assets is DealBench, an online transaction and divestiture service, once part of the now defunct EnronOnline.
Shortly after emerging from bankruptcy in November 2004, Enron's new board of directors sued 11 financial institutions for helping Lay, Fastow, Skilling and others hide Enron's true financial condition. The proceedings were dubbed the "megaclaims litigation." Among the defendants were Royal Bank of Scotland, Deutsche Bank and Citigroup. As of 2008, Enron has settled with all of the institutions, ending with Citigroup. Enron was able to obtain nearly $20 million dollars to distribute to its creditors as a result of the megaclaims litigation.
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