Visionary's Dream Led to Risky Business

The synthesis of Lay and Skilling proved potent, putting Enron at a confluence of major political and financial currents. The deregulation of energy markets, spurred by the Reagan administration, created great opportunities. And Skilling's foray into energy trading came just as financial institutions were unleashing exotic investment tools -- a flow of money looking for opportunities.

A guru-like pitchman with a disdain for traditional business practices, Skilling was perfectly placed to ride the new wave. He gave the impression that pipelines were hopelessly boring. As he rose at Enron, he retooled the company in his own image: smart and arrogant, confident and flashy. He assembled a fast-moving band of self-described pioneers who embraced risky new ideas as the route to profits.

"We like risk because you make money by taking risk," Skilling said in an interview with University of Virginia business school professors two years ago. "The key is to take on risk that you manage better than your competitors."

Skilling was proud of pushing boundaries. He persuaded federal regulators to let Enron use "mark-to-market" accounting, an approved mechanism used by brokerages for securities trading. Skilling applied it throughout Enron's operations, from the Rhythms NetConnections transaction to its commodities trading. It allowed Enron to calculate revenue from long-term contracts and count much of it as immediate profit, although the money would not come in for years, if ever. For example, the company booked a $65 million profit in 1999 based on its projection of natural-gas sales from a South American pipeline project. The pipeline had yet to be built.

In a bold stroke, Enron moved its gas and electricity trading online. Going far beyond energy, Skilling's young MBAs created unheard-of commodities markets -- even offering weather derivatives, contracts that gave businesses financial protection against the costs of heat waves or blizzards.

"We made the gas market in the United States what it is today," said Robert Hermann, Enron's former chief tax counsel. "We decided we could do the same thing with electricity, and we were well on our way to doing it. Then we thought we could do it with anything. We had people who thought they could sell hairballs if they could find the buyers."

Wall Street and the business press were dazzled. For six years running, Fortune magazine ranked Enron as the most innovative company in the nation. At an exclusive conference of intellectuals and political leaders at Davos, Switzerland, in 2000, Lay declared Enron the prototype of the "new economy" corporation. Lay described Enron executives as guerrillas fashioning bullets out of ideas.

"Somewhere out there is a bullet with your company's name on it, a competitor . . . that will render your strategy obsolete," Lay said. "You've got to shoot first."

'The World's Coolest Company'

As the nation's tech sector boomed in the late 1990s, Skilling said the transformed energy firm, with its online trading arm, deserved the sky-high stock price of a dot-com company. The market bought it. From 1998 to 2000, Enron's stock tripled in value.

"We're the world's coolest company," Skilling told the University of Virginia professors.

Lay even considered the idea of draping a giant pair of sunglasses around Enron's headquarters tower in Houston, Skilling joked.

"It was an intoxicating atmosphere," said Jeff S. Blumenthal, an Enron tax lawyer. "If you loved business and loved being challenged and working with unique, novel situations . . . it was the most wonderful place."

It wasn't just the ideas. The place was giddy with money. Enron paid employees $750 million in cash bonuses in 2000, an amount approaching the company's reported profit that year.

The princes of Enron were its dealmakers or "developers," in-house entrepreneurs who launched businesses and structured deals so they could immediately claim huge profits for the company -- and bonuses for themselves -- while saving the problems for later.

From the company's earliest days, those princes flew around the world, overpaying for power plants in India, Poland and Spain, a water plant in Britain, a pipeline in Brazil, and thousands of miles of Internet cable. Enron accumulated 50 energy plants in 15 countries. Virtually none of them were profitable.

Lou L. Pai, a Skilling favorite, set up an Enron division that sold electricity to businesses. Pai received numerous stock options as compensation. He sold $270 million worth of Enron stock in the 16 months before he left the company last year.

"The culture at Enron is all about 'me first, I want to get paid,' " Hermann said. "I used to tell people if they don't know why people are acting a certain way, go look up their compensation deal and then you'll know. There were always people wanting to do deals that didn't make sense in order to get a bonus."

Porsches replaced pickup trucks in the company parking lot as even secretaries became paper millionaires. There were mansions in Houston's posh River Oaks neighborhood, vacation homes in Aspen. Everybody went along for the company's wild ride.

In June 1999, when Kaminski opposed the Rhythms deal that Skilling and Fastow was promoting, his boss's wry response was telling.

"Next time Fastow is going to run a racket, I want to be part of it," Kaminski recalled his boss, Buy, saying.

To much of the world, Jeff Skilling looked like a genius. Between January and May 2000, the stock price had risen nearly 80 percent, to $77 a share. Enron insiders -- Lay and Skilling among them -- had cashed out more than $475 million worth of stock. Everybody was getting rich.

A High-Tech Ponzi Scheme

But Enron had created only an illusion of ever-expanding revenue and profits.

The company still needed increasing amounts of cash for its profligate new ventures and expanding energy-trading operations. Its grab bag of pipelines and plants could not produce enough money to drive the growth that Lay and Skilling demanded.

As Fastow explained in a CFO Magazine article, Enron could not keep borrowing in traditional ways without scaring lenders away and damaging its credit rating. Enron's investment-grade credit was just high enough to ensure that it could get the cash it needed to settle its energy contracts when they came due.

So Enron turned itself into a factory for financial deals that would pump up profit, protect its credit rating and drive up its stock price.

In the 1990s, banks and law firms began aggressively peddling "structured finance," complex deals in which companies set up separate affiliates or partnerships to help generate tax deductions or move assets and debts off the books. With Skilling's ascension to the presidency in 1997, Enron became increasingly dependent upon such deals to hit its financial targets.

"Skilling's participation in the LJMs and the other vehicles was probably the most important part of his job," said John Ballentine, a former president of an Enron pipeline subsidiary and a corporate vice president.

The company teamed up with the brightest minds in banking, accounting and law to create scores of secretive deals with exotic code names such as Braveheart, Backbone, Rawhide, Raptor and Yosemite.

Enron used the deals for various purposes. The LJM partnerships hedged risky stock investments such as Rhythms. An affiliate named Whitewing took billions of dollars of debt off of the company's books. In some cases, Enron "sold" money-losing foreign assets to the partnerships, added the proceeds to its quarterly financial statement and then bought the assets back in the next reporting period.

To entice banks and others to invest in the deals, Enron privately pledged millions of shares of its stock to guarantee against any losses. It was a risky gambit, exposing the company to losses if the price of its shares dropped and it could not cover its obligations.

It worked well for the short term, when Enron needed a quick boost for its quarterly earnings. But as Enron's trading expanded, its other businesses underperformed. Its debt and cash needs kept growing, so the company needed to make more and bigger "structured transactions" to keep the game going -- pledging increasing amounts of stock. Enron's strategy began to resemble what members of Congress would later call a high-tech Ponzi scheme.

'Name Enron's CFO'

In May 2000, Alberto Gude, an Enron vice president, went to see Lay just before Gude retired. He had known Lay since 1977 and wanted to warn him about the "selfishness" and "arrogance" of the team that had transformed the company. Lay said through his spokeswoman than he does not recall this specific conversation.

"I really believe you are in trouble," Gude recalled telling Lay. "Jeff Skilling and his team are not the same kind of people we are used to managing Enron."

According to Gude, Lay responded, "They are okay guys."

One of Skilling's "okay guys" was Andrew S. Fastow, then 38, Enron's chief financial officer since 1998. Skilling hired him from a Chicago bank where he specialized in numbingly complex deals to raise money for clients.

As the top finance man at Enron, Fastow was responsible for Enron's overall financial stability.

He was known as an intimidating and single-minded self-promoter. He liked to say that capitalism was about survival of the fittest. He flogged his team so furiously to close deals that they often made business calls in the middle of the night. Executives who attended meetings with Fastow recall him freely putting down older colleagues or anybody he perceived as weak.

As unpopular as he was, Fastow was untouchable. Skilling was positively enamored of him. "Fastow was Skilling's favorite," Enron lawyer Jordan Mintz said later.

But even Skilling later conceded to investigators that Fastow could be a "prickly guy that would tell you everything wrong about others and everything right about himself."

Fastow was also something of a mystery. He rarely attended the quarterly briefings Enron staged for financial analysts, making him the butt of a Wall Street wisecrack: "Name Enron's CFO."

He spent much of his time as managing partner of the LJM partnerships. Although he later said he spent only three hours a week on the partnerships, colleagues complained that he was constantly working on his own deals. He jetted to New York, California, Florida and the Caribbean, hunting investors.

For Enron, Fastow's effort was time well spent. LJM1 had been a huge success.

The Rhythms stock was worth nearly $60 a share when the second quarter of 1999 ended, giving Enron a paper profit of about $300 million. That windfall exceeded Enron's net income for the quarter. By the end of the year, Rhythms stock had dropped to about $30 a share -- but thanks to the hedge with LJM1, Enron avoided reporting any losses on the decline.

It was easy to see the deal as an act of financial wizardry.

So Skilling supported Fastow's drive to create a much bigger private equity fund, LJM2, capitalized with more than $300 million from outside investors -- more than 20 times the size of LJM1. This time, the board required Fastow's colleague, Chief Accounting Officer Richard A. Causey, to monitor what Fastow was doing.

But nobody reined in Fastow.

In raising money for LJM2, he was both ruthless and charming, colleagues said.

Fastow strong-armed Enron's major Wall Street banking partners, threatening to take away Enron's banking business if they did not put money into his fund, former Enron treasurer Jeffrey McMahon said later.

The banks put up a "huge outcry," but many ultimately invested, including J.P. Morgan Chase & Co., Citigroup Inc. and Merrill Lynch & Co.

"The banks complained they were being told that investing in LJM2 was a quid pro quo for future Enron business," McMahon later told investigators.

Fastow used the soft touch with people like Joe Marsh. A wealthy Floridian, Marsh had been approached in 2000 by his Merrill Lynch stock adviser about investing $1 million in LJM2. Fastow's partnership would do deals with Enron, promising gaudy annual returns of 20 percent or more.

At first, Marsh was skeptical. "It sure sounded like a conflict of interest," he said. So his broker arranged for Marsh to do a conference call with other investors and Fastow.

Fastow was knowledgeable, at ease and persuasive, Marsh said. "He said he was putting in $5 million of his own. His wife was mad at him for doing it, but he really believed in it," Marsh said. Enron's lawyers and accountants, the board, Merrill Lynch, everyone had approved it. "It got flying colors." Marsh was convinced. He put in $1.6 million.

Fastow had married into a wealthy Houston family. He wanted wealth of his own, colleagues said.

At Enron, Fastow made about $2.4 million in salary, bonus and incentives. But he had long chafed at the huge bonuses that division chiefs were getting from big power plant and pipeline deals. He wanted a similarly lucrative payday for himself. He got one from LJM1 in the spring of 2000, when Enron and the partnership ended the Rhythms transaction.

Three London bankers who have been accused in criminal fraud complaints of joining with Fastow to cheat their bank in the Rhythms deal had a pithy take on what motivated him. "We should be able to appeal to his greed," one of the bankers e-mailed another in February 2000.

Fastow's dealings with the British bankers were not revealed until much later. Fastow's secret profit from LJM1 and the Rhythms deal was staggering: a $1 million investment turned into a $22 million profit in less than a year.

A Closely Held Secret

For a while, LJM2 looked like a great deal for everyone.

From 2000 on, the LJM deals provided most of Enron's profits, though they remained invisible to outside investors.

At the end of each financial quarter, whenever Enron needed to sell a pipeline or Internet cable, or execute a helpful commodities trade, it would turn to Fastow for almost instant results.

Even inside Enron, the exact details were a closely held secret. People gossiped that Fastow was getting rich, but nobody asked how rich.

Enron's board, which twice waived the company's code of ethics to allow Fastow's dual roles, could have asked, but it did not until too late. Board members later said they were misled by Enron executives. The board set up an elaborate system for monitoring Fastow, with three committees assigned to the task. But board members put little energy into it, repeatedly failing to ask pointed questions, a Senate subcommittee later concluded.

As Enron's chief financial officer, Fastow was supposed to be the company's financial watchdog, even in the LJM transactions. But Fastow personally profited if LJM bested Enron in negotiations. Some Enron colleagues say Fastow bullied subordinates to win an advantage for LJM. He pressured one, William Brown, to close a deal on terms unfair to Enron, Brown later told investigators.

As more colleagues came to believe that Fastow was enriching himself and a few close to him, the deals became a source of envy and suspicion.

In early 2000, McMahon complained to Skilling about Fastow's conflict of interest, McMahon later told investigators. Soon afterward Fastow confronted McMahon.

Fastow told McMahon that he "should have known everything said to Skilling would get back to him," McMahon recalled.

A week later, Skilling encouraged McMahon to take a job in another part of the company. Skilling replaced him with Ben F. Glisan, one of Fastow's closest aides.

The message flashed throughout Enron: Don't mess with Fastow.

When Mintz, a lawyer who worked under Fastow, later complained to Buy about the conflict, Mintz said Buy warned him not to "stick his neck out."

Enron had publicly identified Fastow as LJM's general manager in its proxy statements in 2000 and 2001. But in its quarterly and annual financial statements filed with the Securities and Exchange Commission, Enron had not named him. It merely referred in footnotes to "a senior officer of Enron," a vague description that troubled some Enron executives and left some investors in the dark.

But the word was getting out.

'Questionable Quality'

By spring 2001, Fastow's identity -- and his LJM role -- attracted attention from a few Wall Street analysts, financial speculators and journalists.

In May, a column on TheStreet.com cited a very critical analysis of Enron's finances by a private research firm, Off Wall Street, that alerts subscribers to high-priced stocks that are primed to fall. The analysis concluded that Enron's stock was worth only half of its $59 price.

"It probably should come as no surprise that Enron management appears to have resorted to a variety of transactions that are of questionable quality and sustainability to manage and to boost its earnings," the analysis said.

In the center of the TheStreet.com's column was Fastow's name as the head of one of the questionable Enron partnerships that "consistently bugs analysts."

Others questioned why so many top Enron executives were leaving -- after cashing in stock. In June, U.S. News & World Report quoted skeptics asking whether Enron's financial reports masked an underachieving company. After starting 2001 in the $80 range, the stock had drifted downward. By July it was below $50.

Once investors and journalists started asking about LJM, Skilling "got concerned," Mintz and one of Enron's outside lawyers, Ronald T. Astin, later told investigators.

Some Enron lawyers had been saying all year that they wanted Fastow out of LJM. They were worried that the company would have to provide more details about Fastow's partnership to comply with SEC disclosure rules.

Mintz had written an internal memo stating there was "no possible legal argument" for not disclosing how much Fastow had profited personally from the LJM partnerships in the company's next proxy statement.

Enron was expecting a routine SEC review in the coming months, making it more urgent to get Fastow out of LJM.

But he was reluctant to walk away from the partnership. He tried at first to reduce his role, but the Andersen accountants said that Enron would have to disclose the relationship anyway.

Skilling sat down with Fastow and gave him a choice, Skilling later told investigators. He could be Enron's chief financial officer or run LJM, but he could not keep doing both.

Fastow wanted to think about it.

Ultimately, Fastow had what Mintz later described as a "melodramatic moment" and resolved to sell his interest to one of his closest associates, Michael J. Kopper, who left the company in order to take over LJM. Mintz did not know the terms.

Several Enron lawyers met to discuss whether Enron should know. A lawyer for Enron's main outside firm, Vinson & Elkins LLP, advised that Enron didn't have any obligation to know. So Enron didn't ask.

That summer, accounting professor Bala G. Dharan pointed out some opaque financial transactions in Enron's published financial statements to a class at Rice University in Houston. He flashed the cryptic reference to the "senior officer" on the screen. He wondered aloud about the executive's identity.

After class, a student -- an Enron employee -- approached. "Everybody knows that, Professor Dharan. It's Andy Fastow."

'Real Minor Things'

On July 12, 2001, in one of those routine rites of business, Skilling fielded questions from Wall Street analysts about the company's second-quarter financial results. Skilling batted away the analysts' mild queries. Enron had "outstanding" results, he said, a 40 percent increase in profit.

Finally, Skilling was asked an obscure-sounding question by Carol Coale, a securities analyst with Prudential Securities Inc. in Houston and a growing skeptic.

What about Enron's transactions with your "MLT affiliate" she asked, groping for the correct name, LJM.

Skilling mentioned there were "a couple of real minor things" with LJM, before dismissing the question: "There are no new transactions in LJM."

"He's lying to me," Coale thought. She, too, had been piecing together the sketchy clues from Enron's financial statements. She suspected that Enron was using LJM to hide big losses.

But she did not press him. People who dealt with Skilling knew not to do that. And despite her misgivings, Coale did not feel that she had enough information to advise investors to sell their Enron stock. By the end of July 2001, Lay and Skilling were on the road again, telling analysts that Enron had never been stronger.

The response was nearly unanimous: "Buy, buy, buy."

The full story of LJM remained hidden.

Staff researchers Margot Williams, Lucy Shackelford, Mary Lou White and Richard Drezen contributed to this report.