Pre-merger origins (1925–1985) InterNorth One of Enron's primary predecessors was
InterNorth, which was formed in 1930, in
Omaha, Nebraska, just a few months after
Black Tuesday. The low cost of
natural gas and the cheap supply of labor during the
Great Depression helped to fuel the company's early beginnings, doubling in size by 1932. Over the next 50 years, Northern expanded even more as it acquired many energy companies. It was reorganized in 1979 as the main subsidiary of a
holding company, InterNorth, a diversified energy and energy-related products firm. Although most of the acquisitions conducted were successful, some ended poorly. InterNorth competed with
Cooper Industries unsuccessfully over a hostile takeover of
Crouse-Hinds Company, an electrical products manufacturer. Cooper and InterNorth feuded in numerous suits during the takeover that were eventually settled after the transaction was completed. The subsidiary Northern Natural Gas operated the largest pipeline company in North America. By the 1980s, InterNorth became a major force for natural gas production, transmission, and marketing as well as for
natural gas liquids, and was an innovator in the
plastics industry. In 1983, InterNorth merged with the Belco Petroleum Company, a
Fortune 500 oil exploration and development company founded by
Arthur Belfer.
Houston Natural Gas The
Houston Natural Gas (HNG) corporation was initially formed from the Houston Oil Co. in 1925 to provide gas to customers in the Houston market through the building of
gas pipelines. Under the leadership of CEO Robert Herring from 1967 to 1981, the company took advantage of the unregulated Texas natural gas market and the commodity surge in the early 1970s to become a dominant force in the energy industry. Toward the end of the 1970s, HNG's luck began to run out with rising gas prices forcing clients to switch to oil. In addition, with the passing of the
Natural Gas Policy Act of 1978, the Texas market was less profitable and as a result, HNG's profits fell. After Herring died in 1981, M.D. Matthews briefly took over as CEO in a 3-year stint with initial success, but ultimately, a big dip in earnings led to his exit. In 1984,
Kenneth Lay succeeded Matthews and inherited the troubled conglomerate.
Merger With its conservative success, InterNorth became a target of corporate takeovers, the most prominent originating with
Irwin Jacobs. InterNorth CEO Sam Segnar sought a friendly merger with HNG. In May 1985, Internorth acquired HNG for $2.3 billion, 40% higher than the current market price, and on July 16, 1985, the two entities voted to merge. The combined assets of the two companies created the second largest gas pipeline system in the US at that time. Internorth's north–south pipelines that served Iowa and Minnesota complemented HNG's Florida and California east-west pipelines well.
November 1985 • Lay is appointed chairman and chief executive of the combined company. The company chooses the name Enron.
1987 • Enron Oil, Enron's petroleum marketing operation, reports a loss of $85 million in 8-K filings. True loss of $142–190 million is concealed until 1993. Two top Enron Oil executives in
Valhalla, New York, plead guilty to charges of fraud and filing false tax returns. One serves time in prison. • Enron enters the UK energy market following the privatization of the electricity industry there. It becomes the first U.S. company to construct a power plant,
Teesside Power Station, in Great Britain. In 1997, FTV Communications LLC, a
limited liability company formed by Enron subsidiary FirstPoint Communications, Inc., constructed a fiber optic network between Portland and Las Vegas. In 1998, Enron constructed a building in a rundown area of Las Vegas near E Sahara, right over the "backbone" of fiber optic cables providing service to technology companies nationwide. The location had the ability to send "the entire Library of Congress anywhere in the world within minutes" and could stream "video to the whole state of California". Enron sought to have all US internet service providers rely on their Nevada facility to supply bandwidth, which Enron would sell in a fashion similar to other commodities. In January 2000, Kenneth Lay and Jeffrey Skilling announced to analysts that they were going to open trading for their own "high-speed fiber-optic networks that form the backbone for Internet traffic". Investors quickly bought Enron stock following the announcement "as they did with most things Internet-related at the time", with stock prices rising from $40 per share in January 2000 to $70 per share in March, peaking at $90 in the summer of 2000. Enron executives obtained
windfall gains from the rising stock prices, with a total of $924 million of stocks sold by high-level Enron employees between 2000 and 2001. The head of Enron Broadband Services, Kenneth Rice, sold 1 million shares himself, earning about $70 million in returns. As prices of existing fiber optic cables plummeted due to the vast oversupply of the system, with only 5% of the 40 million miles being active wires, Enron purchased the inactive "dark fibers", expecting to buy them at low cost and then make a profit as the need for more usage by internet providers increased, with Enron expecting to lease its acquired dark fibers in 20-year contracts to providers. However, Enron's accounting would use estimates to determine how much their dark fiber would be worth when "lit" and apply those estimates to their current income, adding exaggerated revenue to their accounts since transactions were not yet made and it was not known if the cables would ever be active. Enron's trading with other energy companies within the broadband market was its attempt to lure large telecommunications companies, such as
Verizon Communications, into its broadband scheme to create its own new market. By the second quarter of 2001, Enron Broadband Services was reporting losses. On March 12, 2001, a proposed 20-year deal between Enron and
Blockbuster Inc. to stream
movies on demand over Enron's connections was canceled, with Enron shares dropping from $80 per share in mid-February 2001 to below $60 the week after the deal was killed. The branch of the company that Jeffrey Skilling "said would eventually add $40 billion to Enron's stock value" added only about $408 million in revenue for Enron in 2001, with the company's broadband arm closed shortly after its meager second-quarter earnings report in July 2001. Seeing the success in England, the company developed and diversified its assets worldwide under the name of Enron International (EI), headed by former HNG executive
Rebecca Mark. By 1994, EI's portfolio included assets in The Philippines, Australia, Guatemala, Germany, France, India, Argentina, the Caribbean, China, England, Colombia, Turkey, Bolivia, Brazil, Indonesia, Norway, Poland, and Japan. The division was producing a large share of earnings for Enron, contributing 25% of earnings in 1996. Mark and EI believed the
water industry was the next market to be deregulated by authorities. Seeing the potential, they searched for ways to enter the market, similar to PGE. During this period of growth, Enron introduced a new corporate identity on January 14, 1997, and from that point adopted their distinctive tricolor E logo. This logo was one of the final projects of legendary graphic designer
Paul Rand before his death in 1996, and debuted almost three months after his departure. In 1998, Enron International acquired
Wessex Water for $2.88 billion. Wessex Water became the core asset of a new company,
Azurix, which expanded to other water companies. After Azurix's promising
IPO in June 1999, Enron "sucked out over $1 billion in cash while loading it up with debt", according to
Bethany McLean and Peter Elkind, authors of
The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron. Additionally, British water regulators required Wessex to cut its rates by 12% starting in April 2000, and an upgrade was required of the utility's aging infrastructure, estimated at costing over a billion dollars. Azurix assets, including Wessex, were eventually sold by Enron.
Misleading financial accounts In 1990, Enron's chief operating officer Jeffrey Skilling hired Andrew Fastow, who was well acquainted with the burgeoning deregulated energy market that Skilling wanted to exploit. In 1993, Fastow began establishing numerous
limited liability special-purpose entities, a common business practice in the energy industry. However, it also allowed Enron to transfer some of its liabilities off its books, allowing it to maintain a robust and generally increasing stock price and thus keep its critical investment-grade credit ratings. Enron was originally involved in transmitting and distributing electricity and natural gas throughout the US. The company developed, built, and operated power plants and pipelines while dealing with rules of law and other infrastructures worldwide. Enron owned a large network of natural gas pipelines, which stretched coast to coast and border to border including Northern Natural Gas,
Florida Gas Transmission,
Transwestern Pipeline Company, and a partnership in
Northern Border Pipeline from Canada. The states of California, New Hampshire, and Rhode Island had already passed power deregulation laws by July 1996, the time of Enron's proposal to acquire Portland General Electric corporation. During 1998, Enron began operations in the
water sector, creating the Azurix Corporation, which it part-floated on the
New York Stock Exchange during June 1999. Azurix failed to become successful in the water utility market, and one of its major concessions, in
Buenos Aires, was a large-scale money-loser. Enron grew wealthy due largely to marketing,
promoting power, and having a high stock price. Enron was named "America's Most Innovative Company" by
Fortune for six consecutive years, from 1996 to 2001. It was on the
Fortunes "100 Best Companies to Work for in America" list during 2000, and had offices that were 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 the exposure of its corporate fraud. The first
analyst to question the company's success story was
Daniel Scotto, an energy market expert at
BNP Paribas, who issued a note in August 2001 entitled
Enron: All stressed up and no place to go which encouraged investors to sell Enron stocks, although he only changed his recommendation on the stock from "buy" to "neutral". As was later discovered, many of Enron's recorded assets and profits were inflated, wholly fraudulent, or nonexistent. One example was in 1999 when Enron promised to repay
Merrill Lynch's investment with interest to show a profit on its books. Debts and losses were put into entities formed offshore that were not included in the company's
financial statements; other sophisticated and arcane financial transactions between Enron and related companies were used to eliminate unprofitable entities from the company's books. The company's most valuable asset and the largest source of stable income, the 1930s-era Northern Natural Gas company, was eventually purchased by a group of Omaha investors who relocated its headquarters to their city; it is now a unit of
Warren Buffett's
Berkshire Hathaway Energy. NNG was established as collateral for a $2.5 billion capital infusion by
Dynegy Corporation when Dynegy was planning to buy Enron. When Dynegy examined Enron's financial records carefully, they repudiated the deal and dismissed their CEO, Chuck Watson. The new chairman and CEO, the late Daniel Dienstbier, had been president of NNG and an Enron executive at one time and was forced out by Ken Lay. Dienstbier was an acquaintance of Warren Buffett. NNG continues to be profitable now.
2002–2006 • In 2003, Enron moved its subsidiaries of
Transwestern Pipeline,
Citrus Corporation, and
Northern Plains Natural Gas Company into a separate corporation. The plan was to distribute the shares of the new pipeline company to creditors as part of the planned reorganization. Enron later announced the name of the new pipeline corporation as CrossCountry Energy (CCE). • As a result of an attempted
merger with
Dynegy and a series of court cases between Enron and Dynegy,
Northern Plains became a part of Dynegy as a settlement from Enron. MidAmerican Energy Holdings, a subsidiary of
Berkshire Hathaway, later purchased the pipeline company from Dynegy for $928 million. • In 2004, CCE was in turn purchased by CCE Holdings Inc. (CCEH), a joint venture between
Southern Union Co. and
GE Commercial Finance Energy Financial Service.
Citrus Corporation, which owns 100% of
Florida Gas Transmission Corporation, was 50% owned by CCE and a subsidiary of
El Paso Natural Gas Company. CCEH acquired 50% of Citrus Corporation as purchased CCE. CCEH was the successful bidder in the
U.S. Bankruptcy Court for the Southern District of New York auction of CCE. • In 2006, 50% of CCEH was purchased by
Energy Transfer Partners (ETP). CCEH later redeemed ETP's 50% ownership into 100% ownership of
Transwestern. == 2001 accounting scandals ==