1. Enron:Enron:
the scandal, thethe scandal, the
legendlegend

2. DerivativeDerivative
 A derivative is an instrument whose value is “derived”A derivative is an instrument whose value is “derived”
from the underlying value of something else, such as afrom the underlying value of something else, such as a
stock, a bond, or in the case of Enron’s derivatives, astock, a bond, or in the case of Enron’s derivatives, a
unit of electricity.unit of electricity.
 Derivatives are useful because they enable an investorDerivatives are useful because they enable an investor
to hedge against a decline in value.to hedge against a decline in value.
 Example: Enron could enter a contract with a purchaserExample: Enron could enter a contract with a purchaser
of electricity, such as a utility, guaranteeing that theof electricity, such as a utility, guaranteeing that the
purchaser would pay a certain price for a certain amountpurchaser would pay a certain price for a certain amount
of electricity at a certain date in the future.of electricity at a certain date in the future.

3. WhistleWhistle BlowerBlower
 The technical term for these often brave peopleThe technical term for these often brave people
is "whistle blower," as in the expression "blowingis "whistle blower," as in the expression "blowing
the whistle on corruption (or on government lies,the whistle on corruption (or on government lies,
etc)."etc)."
 Whistle blowers are people who reveal generallyWhistle blowers are people who reveal generally
harmful or very unfair activities, often of whichharmful or very unfair activities, often of which
they have become aware because of theirthey have become aware because of their
employment position within their employer'semployment position within their employer's
organization and, or their access to otherwiseorganization and, or their access to otherwise
unavailable communications from within theunavailable communications from within the
organization.organization.

4. InternetInternet bandwidthbandwidth
 By the late 1990s Enron controlled some 25By the late 1990s Enron controlled some 25
percent of all electricity and natural gaspercent of all electricity and natural gas
contracts traded worldwide and were consideredcontracts traded worldwide and were considered
the best in the business.the best in the business.
 This success led Enron to act as a marketThis success led Enron to act as a market
middleman for other commodities as diverse asmiddleman for other commodities as diverse as
lumber andlumber and InternetInternet bandwidthbandwidth (the rate at which(the rate at which
data can be delivered over the Internet).data can be delivered over the Internet).

5. 401k401k PlanPlan
 Pension Plans- Employee 401k contributions arePension Plans- Employee 401k contributions are
automatically deducted from their paycheckautomatically deducted from their paycheck
each pay period. This money is taken out beforeeach pay period. This money is taken out before
the employees’ paycheck is taxed.the employees’ paycheck is taxed.
 The contributions are invested at the employees’The contributions are invested at the employees’
direction into one or more funds provided in thedirection into one or more funds provided in the
plan.plan.
 Employers often "match" employeeEmployers often "match" employee
contributions, but are not required to do so.contributions, but are not required to do so.
 While the investments grow in the employeesWhile the investments grow in the employees
401k account, they do not pay any taxes on it.401k account, they do not pay any taxes on it.

6. SPESPE
 SPE- Acronym for Special Purpose Entities.SPE- Acronym for Special Purpose Entities.
 SPE’s reflect a common financing technique for companies.SPE’s reflect a common financing technique for companies.
Companies can cut their risk by moving assets into separateCompanies can cut their risk by moving assets into separate
partnerships that can be sold to outside investors.partnerships that can be sold to outside investors.
 In Enron’s case, assets that were losing money were sold toIn Enron’s case, assets that were losing money were sold to
partnerships. Enron listed the sales of these assets as earnings.partnerships. Enron listed the sales of these assets as earnings.
However, to be legitimate, accounting rules require that an SPE beHowever, to be legitimate, accounting rules require that an SPE be
legally isolated from the company that created it.legally isolated from the company that created it.
 In Enron’s case this was not true. The SPE’s relied upon EnronIn Enron’s case this was not true. The SPE’s relied upon Enron
managers for leadership and Enron stock for capital. When outsidemanagers for leadership and Enron stock for capital. When outside
auditors told Enron to treat some of the 4,000 SPE’s it had createdauditors told Enron to treat some of the 4,000 SPE’s it had created
as part of Enron, the company had to take the $1-billion chargeas part of Enron, the company had to take the $1-billion charge
against earnings.against earnings.

7. Key Players in the EnronKey Players in the Enron
ScandalScandal
 Kenneth LayKenneth Lay
 Former CEO of Enron, helped start the company.Former CEO of Enron, helped start the company.
 Enron extended to him $7.5 million revolving credit line, whichEnron extended to him $7.5 million revolving credit line, which
he reportedly used and repaid with Enron stock 15 times withinhe reportedly used and repaid with Enron stock 15 times within
a period of just several monthsa period of just several months
 He quit as CEO in February 2001He quit as CEO in February 2001
 He returned as CEO in August 2001until he resigned on Jan.He returned as CEO in August 2001until he resigned on Jan.
23, 200223, 2002
 He quit the Enron board altogether on Feb. 4.He quit the Enron board altogether on Feb. 4.
 Sherron Watkins said Lay was "duped" by top executivesSherron Watkins said Lay was "duped" by top executives

8.  Jeffrey SkillingJeffrey Skilling
 Enron's chief executive in the first half of 2001Enron's chief executive in the first half of 2001
 Since joining the company in 1990, Skilling helpedSince joining the company in 1990, Skilling helped
transform Enron from a natural-gas pipeline companytransform Enron from a natural-gas pipeline company
into an energy-trading powerhouse.into an energy-trading powerhouse.
 Between January and August 2001 he sold off about $20Between January and August 2001 he sold off about $20
million in Enron stockmillion in Enron stock
 Resigned after the close of markets on Aug. 14 2001Resigned after the close of markets on Aug. 14 2001
 Being charged with conspiracy, fraud and insider tradingBeing charged with conspiracy, fraud and insider trading

9.  David DuncanDavid Duncan
 Enron's chief auditor at AndersonEnron's chief auditor at Anderson
 His job was to check Enron’s accountsHis job was to check Enron’s accounts
 He is accused of ordering the shredding of thousands ofHe is accused of ordering the shredding of thousands of
Enron-related documents in an effort to hide them fromEnron-related documents in an effort to hide them from
Securities and Exchange Commission investigatorsSecurities and Exchange Commission investigators

10.  Andrew FastowAndrew Fastow
 Former Chief Financial Officer of EnronFormer Chief Financial Officer of Enron
 The mastermind behind the deceptive accountingThe mastermind behind the deceptive accounting
practicespractices
 Lea Fastow (his wife) also plead guilty to signing andLea Fastow (his wife) also plead guilty to signing and
filing a tax return that did not include income thefiling a tax return that did not include income the
Fastow’s had received from Mike KopperFastow’s had received from Mike Kopper

11.  Sherron WatkinsSherron Watkins
 Known as the "Enron whistle-blower"Known as the "Enron whistle-blower"
 Was Enron's vice president of corporate developmentWas Enron's vice president of corporate development
 Wrote a letter to Kenneth Lay about “suspicions ofWrote a letter to Kenneth Lay about “suspicions of
accounting improprieties"accounting improprieties"
 Not really a “whistle-blower” because she never wentNot really a “whistle-blower” because she never went
public with her suspicionspublic with her suspicions

12. EnronEnron
What Went Wrong?What Went Wrong?

13. How did the collapse begin?How did the collapse begin?
 Energy companies lobbied congress in theEnergy companies lobbied congress in the
1980s for deregulation of the energy1980s for deregulation of the energy
businessbusiness
 Energy policy was changed andEnergy policy was changed and
Washington lifted controls on who couldWashington lifted controls on who could
produce energy and how it was soldproduce energy and how it was sold
 Jeff Skilling took and aggressive approachJeff Skilling took and aggressive approach
to expand Enron by trading futures in gasto expand Enron by trading futures in gas
contractscontracts

14. Skilling’s PlanSkilling’s Plan
 Under Skilling’s new plan Enron bet againstUnder Skilling’s new plan Enron bet against
future movements in the price of gas-generatedfuture movements in the price of gas-generated
energyenergy
 ““Enron bought and sold tomorrow’s gas at aEnron bought and sold tomorrow’s gas at a
fixed price today”fixed price today”
 With every trade, Enron took a cut forWith every trade, Enron took a cut for
transaction coststransaction costs
 Using the internet to promote trading, EnronUsing the internet to promote trading, Enron
became the most successful player in thebecame the most successful player in the
futures game; 90% of Enron’s income camefutures game; 90% of Enron’s income came
from tradesfrom trades

15. EarlyEarly 20002000
 Enron took advantage of the dot.comEnron took advantage of the dot.com
boom and traded internet bandwidthboom and traded internet bandwidth
 The value of Enron’s online transactionsThe value of Enron’s online transactions
was huge ($880 billion)was huge ($880 billion)
 The problem was Enron wasn’t makingThe problem was Enron wasn’t making
money on many of their online tradesmoney on many of their online trades
because they made the market verybecause they made the market very
efficientefficient

16. Fuzzy NumbersFuzzy Numbers
 Enron began tweaking the numbers inEnron began tweaking the numbers in
their financial statements with accountingtheir financial statements with accounting
techniques to hide their lossestechniques to hide their losses
 Enron created partnerships, and thenEnron created partnerships, and then
passed the assets (losses) to thesepassed the assets (losses) to these
partnerships which eliminated the lossespartnerships which eliminated the losses
from their balance sheetsfrom their balance sheets

17.  Andrew Fastow (ChiefAndrew Fastow (Chief
Finance Officer)Finance Officer)
created thecreated the
partnershipspartnerships
 Condor and RaptorCondor and Raptor
were two majorwere two major
partnershipspartnerships

18.  Sherron Watkins, theSherron Watkins, the
Enron “Whistleblower”Enron “Whistleblower”
noticed the fuzzynoticed the fuzzy
accounting that had beenaccounting that had been
used in relationship to theused in relationship to the
Condor and RaptorCondor and Raptor
partnerships and wrote apartnerships and wrote a
letter to Kenneth Lay andletter to Kenneth Lay and
Arthur Anderson warningArthur Anderson warning
him that the Enron washim that the Enron was
unstable.unstable.

19. WhyWhy wasn’twasn’t EnronEnron caughtcaught
earlier?earlier?
 Throughout all of this,Throughout all of this,
Enron and its keyEnron and its key
members were makingmembers were making
political contributions topolitical contributions to
the white house andthe white house and
congress.congress.
 Kenneth Lay donatedKenneth Lay donated
$100,000 to President$100,000 to President
Bush in 2000, and inBush in 2000, and in
2001 Bush invited Lay to2001 Bush invited Lay to
become an advisor to hisbecome an advisor to his
transition team.transition team.

20.  In the year 2000,In the year 2000,
Kenneth Lay metKenneth Lay met
three times with Dickthree times with Dick
Cheney to discussCheney to discuss
energy policy review.energy policy review.
 When the review wasWhen the review was
published in Maypublished in May
2001, it was very2001, it was very
favorable to the Enronfavorable to the Enron
and the energyand the energy
sector.sector.

21.  Aug 14, 2001 Jeff Skilling resigned,Aug 14, 2001 Jeff Skilling resigned,
Kenneth Lay became CEO once again.Kenneth Lay became CEO once again.
 Stock prices began to fall, as investorsStock prices began to fall, as investors
were uncertain about the company’swere uncertain about the company’s
stability.stability.
 This started a chain reaction: Enron hadThis started a chain reaction: Enron had
hedged against its own stock, so as longhedged against its own stock, so as long
as the stock price was declining, it couldas the stock price was declining, it could
not recover its losses.not recover its losses.

22.  December 2001,December 2001,
Enron filed for chapterEnron filed for chapter
11 bankruptcy11 bankruptcy
 It’s share price hadIt’s share price had
collapsed from aboutcollapsed from about
$95 to under $1.$95 to under $1.

23. ChapterChapter 1111 BankruptcyBankruptcy
 Companies and large firms that are facingCompanies and large firms that are facing
severe and unmanageable debt may seek to filesevere and unmanageable debt may seek to file
chapter 11 bankruptcy, which allows them to re-chapter 11 bankruptcy, which allows them to re-
organize so they can either continue their day-organize so they can either continue their day-
to-day operations or go out of business entirely.to-day operations or go out of business entirely.
 Under chapter 11, a company is protected fromUnder chapter 11, a company is protected from
damaging lawsuits and other negativedamaging lawsuits and other negative
measures, but in exchange the company ismeasures, but in exchange the company is
usually required to have all its major businessusually required to have all its major business
decisions approved by the bankruptcy court.decisions approved by the bankruptcy court.

25. WhatWhat NowNow
 ““Enron is in the midst of restructuringEnron is in the midst of restructuring
various businesses for distribution asvarious businesses for distribution as
ongoing companies to its creditors andongoing companies to its creditors and
liquidating its remaining operations.”liquidating its remaining operations.”

26. Investor SentimentInvestor Sentiment
 ``Enron has been elevated to a symbol,''``Enron has been elevated to a symbol,'' sayssays
Woody Dorsey of Market Semiotics, anWoody Dorsey of Market Semiotics, an
institutional forecasting service,institutional forecasting service, ``There's a``There's a
whole new level of uncertainty about profits,whole new level of uncertainty about profits,
about the integrity of the accountingabout the integrity of the accounting
profession and of Wall Street.''profession and of Wall Street.''
 With a crisis like Enron,With a crisis like Enron, during a bear market,during a bear market,
stocks typically take about 12 months tostocks typically take about 12 months to
recover.recover.
 From 2000 to mid-2002 prices of stocks forFrom 2000 to mid-2002 prices of stocks for
the nation’s largest companies fell by morethe nation’s largest companies fell by more
than 33 percent, while technology stocksthan 33 percent, while technology stocks
dropped 70 percent (more factors than justdropped 70 percent (more factors than just
Enron).Enron).
 But, then again…But, then again…

27. Market EfficiencyMarket Efficiency
 ````The market has already responded toThe market has already responded to
the potential of overstated profits in thethe potential of overstated profits in the
same way it responds to an unexpectedsame way it responds to an unexpected
negative event:negative event: ready, fire, aim,''ready, fire, aim,'' sayssays
Jeffrey M. Applegate, chief investmentJeffrey M. Applegate, chief investment
strategist at Lehman Brothers Inc.strategist at Lehman Brothers Inc.
 This assumes a fully efficient market, oneThis assumes a fully efficient market, one
where all current information is alreadywhere all current information is already
included in the prices.included in the prices.

28. Rocking WashingtonRocking Washington
 After investors’ reaction to Enron and fear ofAfter investors’ reaction to Enron and fear of
more such scandals, Conservatives havemore such scandals, Conservatives have
learned a sobering lesson:learned a sobering lesson:
 ““The clamor for accountability in theThe clamor for accountability in the
financial system means more rules andfinancial system means more rules and
regulations in a sector they have spentregulations in a sector they have spent
decades trying to deregulate.”decades trying to deregulate.”
 Democrats, though, were soon out calling forDemocrats, though, were soon out calling for
limits on the amount of company stock in 401(k)limits on the amount of company stock in 401(k)
plans and moves to ease shareholder suitsplans and moves to ease shareholder suits
against corporate officers, directors, andagainst corporate officers, directors, and
auditors.auditors.

29. Dems vs. RepsDems vs. Reps
 Democrats see Enron as justification for a strongDemocrats see Enron as justification for a strong
assertion of government power to outlawassertion of government power to outlaw
conflicts of interest and even restore the ban onconflicts of interest and even restore the ban on
companies operating in both the banking andcompanies operating in both the banking and
securities industries.securities industries.
 The GOP would instead cater to the InvestorThe GOP would instead cater to the Investor
Class with more transparency:Class with more transparency:
 On Feb. 13, the SEC took a large step in thatOn Feb. 13, the SEC took a large step in that
direction by announcing plans to impose fardirection by announcing plans to impose far
stiffer disclosure rules on companies, likestiffer disclosure rules on companies, like
insisting that significant trading in company stockinsisting that significant trading in company stock
by officers and directors must be revealedby officers and directors must be revealed
immediately & that any important changes inimmediately & that any important changes in
business must be reported within days.business must be reported within days.

30. CCorruption & Regulation$orruption & Regulation$
 After Enron, 89% of investors strongly favor theAfter Enron, 89% of investors strongly favor the
criminal prosecution of corporate officials whocriminal prosecution of corporate officials who
are implicated in serious financial fraud.are implicated in serious financial fraud.
 New York Stock Exchange and the NationalNew York Stock Exchange and the National
Association of Securities Dealers issued aAssociation of Securities Dealers issued a
proposal that would limit compensation thatproposal that would limit compensation that
analysts can receive from investment-bankinganalysts can receive from investment-banking
activity.activity.
 Other rules: restrict analysts' trading of stocksOther rules: restrict analysts' trading of stocks
they cover, ban them from reporting to theirthey cover, ban them from reporting to their
firm's investment bankers, and prohibit themfirm's investment bankers, and prohibit them
from promising favorable ratings to companiesfrom promising favorable ratings to companies
they cover.they cover.

31. Public Company AccountingPublic Company Accounting
Reform & Investor Protection ActReform & Investor Protection Act
 created the Public Company Accountingcreated the Public Company Accounting
Oversight Board under the SEC’s supervisionOversight Board under the SEC’s supervision
 board given the power to set accountingboard given the power to set accounting
standards and to investigate whetherstandards and to investigate whether
companies and certified public accountingcompanies and certified public accounting
(CPA) firms are conforming to the standards(CPA) firms are conforming to the standards
 board also had the power to fine certified publicboard also had the power to fine certified public
accountants (CPAs) and their firms foraccountants (CPAs) and their firms for
violations, suspend CPAs and their firms, andviolations, suspend CPAs and their firms, and
recommend criminal investigations by therecommend criminal investigations by the
Justice DepartmentJustice Department
 law also required CPA firms to separate theirlaw also required CPA firms to separate their
consulting & auditing services in order to avoidconsulting & auditing services in order to avoid
conflicts of interest like those in the Enronconflicts of interest like those in the Enron
scandalscandal

32. The Best Advice!The Best Advice!
 Investors were left wondering whetherInvestors were left wondering whether
they could trust corporations, auditors, orthey could trust corporations, auditors, or
stock analysts.stock analysts.
 And theAnd the best outcome from the presentbest outcome from the present
wave of angst would no doubt be a returnwave of angst would no doubt be a return
to commonsense investing. Investorsto commonsense investing. Investors
should place their bets onshould place their bets on rationalityrationality, not, not
the next skyrocketing stock.the next skyrocketing stock.

33. A Quick look:A Quick look: