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Williams Companies: Enron II

by Wayne MadsenSpecial to CorpWatch
February 14th, 2002

Williams Companies

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Last month, the Tulsa, Oklahoma-based Williams Companies, an amalgamation of energy companies and communications subsidiaries, announced it might face potential losses of as much as $100 million because of deals it made with Enron. However, a few weeks later, Williams was hit with a class action lawsuit from stockholders that claims the firm engaged in the same type of business practices and accounting "irregularities" that bankrupted Enron. Although Williams executives claimed the company was simply a victim of Enron, they were covering up the company's own Enron-like activities with tentacles stretching beyond Tulsa to the corridors of power in Washington, according to the suit.

Enron II

Williams' financial mess could well be termed "Enron II." Like Enron, Williams saw their revenues and their stock plummet. In the last 3 months of 2001 Williams' lost $71 million in their communications subsidiary alone and the value of their communications stock fell from a high of $61 per share to just 67 cents.

Like Enron, Williams has been a large contributor to Republican candidates. According to the Federal Election Commission, during the 1999-2000 campaign cycle, Williams and its corporate big wigs gave the GOP $98,425. And, like Enron, that money bought access. Williams' Chairman Keith Bailey, now a defendant in the shareholders class action suit, served on President-elect Bush's transition team on education. Should Williams go the same way as Enron, more questions are likely to be asked in Washington about the securities and financial fraud thread that apparently runs through members of the Bush administration and its largest political supporters.

Williams' influence extends to Capitol Hill. The GOP quickly echoed Williams' public relations spin on the company's rapid losses. On February 6, Steve Largent, the Republican Congressman from Tulsa and candidate for Governor of Oklahoma, told the House Commerce and Energy Committee (on which he sits) that Williams' $100 million fourth quarter loss was caused by "unmet obligations by Enron." Largent also complained that Wall Street was unfairly comparing companies like Williams to Enron, adding, "this is a guilt by association type mentality." Largent accepted $5,500 from Williams in his last congressional race, according to the Center for Responsive Politics.

From Pipelines to Telecom

Like Enron, Williams is originally a natural gas pipeline company that figured it could make money in telecommunications. Williams execs thought they could make windfall profits by building a fiber optic network along the company's pipeline rights-of-way and leasing network services to telecommunications and Internet providers. Williams subsequently spun off a telecommunications subsidiary, Williams Communications Group.

Williams, convinced it could make millions in potential profits from the communications arena, began inflating the value of its stock through various partnerships. According to its own Securities and Exchange Commission 10K filing, in 1999 Williams convinced SBC Communications (previously Pacific Bell), Intel Corp, and the privatized Telefonos de Mexico (TELMEX) to invest in Williams Communications common stock. Williams Communications operating units, including one called Strategic Investments, began to "secure long-term, high-capacity commitments for traffic on its network," thereby boosting the value of its stock. The company did this despite investment house warnings that the market for such services was vapid.


Williams' top management ignored warnings by market analysts that there was an "over-supply of fiber-optic capacity."


The complaint filed on behalf of Williams' shareholders by the law firms Morrel, West, Saffa, Craige & Hicks and Schatz & Nobel, alleges that Williams' top management ignored warnings by market analysts that there was an "over-supply of fiber-optic capacity" in the broadband market. The shareholder complaint states, "almost 100 million miles of optical fiber -- more than enough to reach the sun -- were laid around the world" at the same time Williams' top management was hyping value of its fiber network to investors.

When the bottom dropped out of the fiber market, lenders refused advance money to fiber broadband service providers like Williams. However, the aggrieved Williams' shareholders claim the company "consistently and adamantly contended that [Williams Communications] was not being adversely affected by any over-capacity or over-supply conditions." However, Williams knew it was in deep financial trouble due to the communications glut just like every other company in the business, including Enron.

Williams' employees began to feel the pinch when Communications President and Chief Executive Officer Howard Janzen announced last June that 500 job cuts were "necessary as the company re-evaluated its costs." A spokesperson for the Northern Oklahoma AFL-CIO said the lay-offs were having a "devastating effect" on the Tulsa economy. The fact that Williams Companies is "not union-friendly" left fired employees with no protection or recourse, according to the AFL-CIO.

Williams' optimistic statements in the face of certain financial losses could have come from the playbook of former Enron Chairman Ken Lay, who was told similar tales to his investors and employees about his own company. And as was the case with Enron and its auditor Arthur Andersen, Williams' auditor, Ernst & Young, appears to have gone along with the fancy footwork and creative accounting practices of the top management. At the very least, Ernst and Young signed off on Williams' 10K SEC filing.

Hiding Debt

As the bottom dropped out of the fiber optics market, demand in the natural gas market was at an all time high. The shareholder lawsuit alleges that in order to protect itself from the communications losses, Williams decided to spin off its anemic subsidiary to remove from corporate balance sheets its "mounting losses and rising expenses. The suit alleges that they did this "before it was revealed that these costs and expenses were continuing to escalate beyond announced expectations, and before investors came to realize the true impaired condition of Williams communications."


Almost 100 million miles of optical fiber -- more than enough to reach the sun -- were laid around the world at the same time Williams' top management was hyping value of its fiber network to investors.


But in order to sell off its loss maker, Williams had to guarantee $2.5 billion of the subsidiary's debt. The lawsuit maintains that in guaranteeing that debt Williams exposed its shareholders to a huge undisclosed financial liability. While Wall Street was being rocked by continuing revelations concerning fraud at Enron, Williams dealt the market another blow when, on January 29, it announced that it was delaying the release of its 2001 earnings report "pending an internal assessment of Williams' contingent obligations to Williams Communications." The stock of both companies fell precipitously.

Williams was given an opportunity to comment for this article but it declined. The company also refused to disclose when the release of its 2001 earnings report would occur. A company spokesperson said, "In the context of what the article concerns, we cannot comment on the release of the report." Nevertheless, on February 6, without the benefit of seeing its 2001 earnings, Wall Street analysts at Salomon Smith Barney recommended Williams Energy stock as a "buy." Congress and the Securities and Exchange Commission are currently investigating similar inflated recommendations by Wall Street analysts on Enron stock when all the financial indicators were pointing down.

Despite the ongoing revelations, Williams web site proclaims, "Honest relationships and trust are essential for long-term business success. We deal fairly in all our business relations." Similarly Enron's 2000 Annual Report asserts: "We work with customers and prospects openly, honestly and sincerely. When we say we will do something, we will do it; when we say we cannot or will not do something, then we won't do it."

Following the disclosure that Enron was actually one huge Ponzi scheme that enriched the Texas friends of George W. Bush and pumped hundreds of thousands of dollars into the president's campaign coffers, observers wonder how many other such schemes are hiding behind the corporate veil of secret partnerships and off-the-books operations. Considering Bush's oily ties to Enron and Williams, the American people, like the unfortunate shareholders of those two companies, deserve honest answers to this and other tough questions.

Wayne Madsen is a Washington-based journalist who covers intelligence, national security, and foreign affairs. He is also a Senior Fellow of the Electronic Privacy Information Center (EPIC) in Washington, DC and author of "Genocide and Covert Operations in Africa 1993-1999" (Mellen Press).