S. HRG. 107–1141 COLLAPSE OF THE ENRON CORPORATION HEARING BEFORE THE COMMITTEE ON COMMERCE, SCIENCE, AND TRANSPORTATION UNITED STATES SENATE ONE HUNDRED SEVENTH CONGRESS SECOND SESSION FEBRUARY 26, 2002 Printed for the use of the Committee on Commerce, Science, and Transportation ( U.S. GOVERNMENT PRINTING OFFICE 88–896 PDF WASHINGTON : 2005 For sale by the Superintendent of Documents, U.S. Government Printing Office Internet: bookstore.gpo.gov Phone: toll free (866) 512–1800; DC area (202) 512–1800 Fax: (202) 512–2250 Mail: Stop SSOP, Washington, DC 20402–0001 VerDate 03-FEB-2003 08:49 Sep 29, 2005 Jkt 088896 PO 00000 Frm 00001 Fmt 5011 Sfmt 5011 D:\DOCS\88896.TXT SSC1 PsN: SSC1 COMMITTEE ON COMMERCE, SCIENCE, AND TRANSPORTATION ONE HUNDRED SEVENTH CONGRESS SECOND SESSION ERNEST F. HOLLINGS, South Carolina, Chairman DANIEL K. INOUYE, Hawaii JOHN McCAIN, Arizona, Ranking Republican JOHN D. ROCKEFELLER IV, West Virginia TED STEVENS, Alaska JOHN F. KERRY, Massachusetts CONRAD BURNS, Montana JOHN B. BREAUX, Louisiana TRENT LOTT, Mississippi BYRON L. DORGAN, North Dakota KAY BAILEY HUTCHISON, Texas RON WYDEN, Oregon OLYMPIA J. SNOWE, Maine MAX CLELAND, Georgia SAM BROWNBACK, Kansas BARBARA BOXER, California GORDON SMITH, Oregon JOHN EDWARDS, North Carolina PETER G. FITZGERALD, Illinois JEAN CARNAHAN, Missouri JOHN ENSIGN, Nevada BILL NELSON, Florida GEORGE ALLEN, Virginia KEVIN D. KAYES, Democratic Staff Director MOSES BOYD, Democratic Chief Counsel JEANNE BUMPUS, Republican Staff Director and General Counsel (II) VerDate 03-FEB-2003 08:49 Sep 29, 2005 Jkt 088896 PO 00000 Frm 00002 Fmt 5904 Sfmt 5904 D:\DOCS\88896.TXT SSC1 PsN: SSC1 CONTENTS Page Hearing held on February 26, 2002 ....................................................................... 1 Statement of Senator Allen ..................................................................................... 9 Statement of Senator Boxer .................................................................................... 8 Statement of Senator Breaux ................................................................................. 7 Statement of Senator Burns ................................................................................... 6 Prepared statement .......................................................................................... 6 Statement of Senator Carnahan ............................................................................. 7 Statement of Senator Cleland ................................................................................. 5 Statement of Senator Dorgan ................................................................................. 1 Statement of Senator Fitzgerald ............................................................................ 3 Prepared statement .......................................................................................... 4 Statement of Senator Hutchison ............................................................................ 53 Statement of Senator McCain ................................................................................. 2 Statement of Senator Nelson .................................................................................. 17 Statement of Senator Rockefeller ........................................................................... 9 Prepared statement .......................................................................................... 10 Statement of Senator Snowe ................................................................................... 16 Prepared statement .......................................................................................... 16 Statement of Senator Wyden .................................................................................. 5 WITNESSES McMahon, Jeffrey, President and Chief Operating Officer, Enron Corporation 14 Prepared statement .......................................................................................... 15 Skilling, Jeffrey, former Chief Executive Officer, Enron Corporation, accompanied by Bruce Hiler, Esq., O’Melveny & Myers .................................. 18 Watkins, Sherron, Vice President of Corporate Development, Enron Corporation, accompanied by Philip Hilder, Esq. .............................................. 10 Prepared statement .......................................................................................... 13 (III) VerDate 03-FEB-2003 08:49 Sep 29, 2005 Jkt 088896 PO 00000 Frm 00003 Fmt 5904 Sfmt 5904 D:\DOCS\88896.TXT SSC1 PsN: SSC1 VerDate 03-FEB-2003 08:49 Sep 29, 2005 Jkt 088896 PO 00000 Frm 00004 Fmt 5904 Sfmt 5904 D:\DOCS\88896.TXT SSC1 PsN: SSC1 COLLAPSE OF THE ENRON CORPORATION TUESDAY, FEBRUARY 26, 2002 U.S. SENATE, COMMITTEE ON COMMERCE, SCIENCE, AND TRANSPORTATION, Washington, DC. The Committee met, pursuant to notice, at 9:30 a.m. in room SD–253, Russell Senate Office Building, Hon. Byron L. Dorgan, presiding. OPENING STATEMENT OF HON. BYRON L. DORGAN, U.S. SENATOR FROM NORTH DAKOTA Senator DORGAN. I call the hearing to order. We would ask for order in the hearing room. This morning the Committee continues its examination of what has happened with respect to the Enron Corporation. We have had two previous hearings. Previously, we heard from a number of Enron employees, retirees, and investors, many of whom lost their life savings when this corporation collapsed. Today, we hope to begin the process of hearing from some of those who worked inside the Enron Corporation. We will hear from Ms. Sherron Watkins. She is the employee who wrote the memo to Mr. Lay last August saying that Enron was in danger of imploding ‘‘in a wave of accounting scandals.’’ She continues to be employed by the Enron Corporation. We also will hear from Mr. McMahon. Mr. McMahon is the former Treasurer of the Enron Corporation and now serves as President and Chief Operating Officer. Finally, we will hear from Mr. Skilling who is a former CEO of Enron. Some 10 weeks ago, as we began the inquiry, Ms. Janice Farmer sat at our witness table. She was an Enron employee and told us how the bankruptcy of Enron had demolished her life savings. This is a case of America’s largest corporate bankruptcy. It is not un- usual that, in our system, or in our society, enterprises would file for bankruptcy. It is unusual that we have had a corporation file for bankruptcy and a subsequent investigation, called the Powers Report, launched by the Board of Directors of that corporation, say- ing what they found inside the corporation was ‘‘appalling.’’ It is also the case that the people at the top in this corporation, officers and members of the Board of Directors, made a substantial amount of money, tens of millions of dollars in some cases, while people at the bottom, employees and investors, lost their life sav- ings in many instances. (1) VerDate 03-FEB-2003 08:49 Sep 29, 2005 Jkt 088896 PO 00000 Frm 00005 Fmt 6601 Sfmt 6601 D:\DOCS\88896.TXT SSC1 PsN: SSC1 2 The question here is what happened? How did it happen? Who was responsible for it happening? And what can we do to prevent this sort of thing from happening again? I have said previously—and let me mention again how important this is—the method by which we accumulate capital in this country is to have an investor in Bismarck, North Dakota, or anywhere in the country for that matter, buy a share of stock based on the be- lief that the financial statement represented by that corporation and approved by its accountants is a fair and honest representation of what is happening inside that corporation. If that trust is broken—and I believe that it was in this situa- tion—when that trust is broken, it undermines the method by which we accumulate capital for our system of capitalism. I think we must find out what happened. Where were the accountants? Where was the law firm? Where were the security analysts? Where were the officers and directors of the company? And how do we pre- vent this sort of thing from happening again? It is my hope, following recognition of the Ranking Member of the Full Committee and Subcommittee, that we could limit opening statements to a minute or so for those who have opening state- ments and then go right to the witnesses. We do have a vote that will occur at 10 o’clock. It is my intention that we would break for 15 minutes during that vote and then come back and proceed. Let me call on Senator McCain for his opening statement. STATEMENT OF HON. JOHN MCCAIN, U.S. SENATOR FROM ARIZONA Senator MCCAIN. Thank you, Senator Dorgan, for chairing this hearing, and I thank the witnesses for appearing before us today. Enron has drawn an enormous level of public and Congressional interest because the story of this one company challenges funda- mental assumptions about our economic system. One such assump- tion is that the public receives accurate assessments of a company’s financial health and that they rely on this information to make ra- tional investment decisions. Enron’s collapse raises serious doubts about whether existing financial disclosure rules and accounting standards enable the public to get an accurate or even a rough idea about companies’ true financial condition. Another assumption is that there are adequate gatekeepers in place to filter financial information and ensure its integrity. Enron has proven this assumption wrong. Gatekeepers within the com- pany failed, external gatekeepers in the form of auditors and finan- cial analysts failed, and Congress failed. Enron’s bankruptcy dramatically illustrates that the corporate