UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
Commission File Number 1-13159
ENRON CORP.
(Exact name of registrant as specified in its charter)
Oregon 47-0255140
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Enron Building
1400 Smith Street
Houston, Texas 77002
(Address of principal executive (Zip Code)
offices)
(713) 853-6161
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Class Outstanding at July 31, 2001
Common Stock, No Par Value 749,857,388 shares
1 of 37
ENRON CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Income Statement - Three
Months Ended June 30, 2001 and 2000 and
Six Months Ended June 30, 2001 and 2000 3
Consolidated Balance Sheet - June 30, 2001
and December 31, 2000 4
Consolidated Statement of Cash Flows - Six
Months Ended June 30, 2001 and 2000 6
Notes to Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 18
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 35
ITEM 4. Submission of Matters to a Vote of Security
Holders 35
ITEM 6. Exhibits and Reports on Form 8-K 36
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENRON CORP. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
(In Millions, Except Per Share Amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
<s> <c> <c> <c> <c>
Revenues $50,060 $16,886 $100,189 $30,031
Costs and Expenses
Cost of gas, electricity, metals and
other products 48,173 15,324 96,332 27,212
Operating expenses 1,027 892 2,020 1,639
Depreciation, depletion and amortization 240 192 453 364
Taxes, other than income taxes 78 59 166 125
49,518 16,467 98,971 29,340
Operating Income 542 419 1,218 691
Other Income and Deductions
Equity in earnings of unconsolidated
equity affiliates 100 55 174 319
Gains on sales of non-merchant assets 18 72 50 90
Other income, net 133 63 146 133
Income Before Interest, Minority Interests
and Income Taxes 793 609 1,588 1,233
Interest and Related Charges, net 215 196 416 357
Dividends on Company-Obligated Preferred
Securities of Subsidiaries 18 21 36 39
Minority Interests 30 39 70 74
Income Tax Expense 126 64 256 136
Net Income Before Cumulative Effect of
Accounting Changes 404 289 810 627
Cumulative Effect of Accounting Changes,
net of tax - - 19 -
Net Income 404 289 829 627
Preferred Stock Dividends 21 21 41 41
Earnings on Common Stock $ 383 $ 268 $ 788 $ 586
Earnings Per Share of Common Stock
Basic
Before Cumulative Effect of Accounting
Changes $ 0.51 $ 0.37 $ 1.02 $ 0.80
Cumulative Effect of Accounting Changes - - 0.02 -
Basic Earnings per Share $ 0.51 $ 0.37 $ 1.04 $ 0.80
Diluted
Before Cumulative Effect of Accounting
Changes $ 0.45 $ 0.34 $ 0.92 $ 0.73
Cumulative Effect of Accounting Changes - - 0.02 -
Diluted Earnings per Share $ 0.45 $ 0.34 $ 0.94 $ 0.73
Average Number of Common Shares Used in
Computation
Basic 757 733 755 728
Diluted 891 862 882 857
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
ENRON CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Millions)
(Unaudited)
June 30, December 31,
2001 2000
ASSETS
<s> <c> <c>
Current Assets
Cash and cash equivalents $ 847 $ 1,374
Trade receivables (net of allowance for doubtful
accounts of $453 and $133, respectively) 11,234 10,396
Other receivables 1,347 1,874
Assets from price risk management activities 8,815 12,018
Inventories 913 953
Deposits 2,412 2,433
Other 756 1,333
Total Current Assets 26,324 30,381
Investments and Other Assets
Investments in and advances to unconsolidated
equity affiliates 5,934 5,294
Assets from price risk management activities 9,023 8,988
Goodwill 3,527 3,638
Other 7,843 5,459
Total Investments and Other Assets 26,327 23,379
Property, Plant and Equipment, at cost
Natural gas transmission 6,287 6,916
Electric generation and distribution 3,784 4,766
Fiber-optic network and equipment 926 839
Construction in progress 809 682
Other 2,481 2,256
14,287 15,459
Less accumulated depreciation, depletion
and amortization 3,546 3,716
Property, Plant and Equipment, net 10,741 11,743
Total Assets $63,392 $65,503
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
ENRON CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Millions)
(Unaudited)
June 30, December 31,
2001 2000
LIABILITIES AND SHAREHOLDERS' EQUITY
<s> <c> <c>
Current Liabilities
Accounts payable $ 9,646 $ 9,777
Liabilities from price risk management
activities 7,470 10,495
Short-term debt 3,457 1,679
Customers' deposits 1,820 4,277
Other 1,920 2,178
Total Current Liabilities 24,313 28,406
Long-Term Debt 9,355 8,550
Deferred Credits and Other Liabilities
Deferred income taxes 1,758 1,644
Liabilities from price risk management
activities 10,062 9,423
Other 2,866 2,692
Total Deferred Credits and Other Liabilities 14,686 13,759
Minority Interests 2,395 2,414
Company-Obligated Preferred Securities of Subsidiaries 903 904
Shareholders' Equity
Second preferred stock, cumulative, no par value 116 124
Mandatorily Convertible Junior Preferred
Stock, Series B, no par value 1,000 1,000
Common stock, no par value 9,416 8,348
Retained earnings 3,827 3,226
Accumulated other comprehensive income (1,606) (1,048)
Common stock held in treasury (861) (32)
Restricted stock and other (152) (148)
Total Shareholders' Equity 11,740 11,470
Total Liabilities and Shareholders' Equity $63,392 $65,503
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
ENRON CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Millions)
(Unaudited)
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Cash Flows From Operating Activities
Reconciliation of net income to net cash
provided by (used in) operating activities
Net income $ 829 $ 627
Cumulative effect of accounting changes, net of tax (19) -
Depreciation, depletion and amortization 453 364
Deferred income taxes 188 31
Gains on sales of non-merchant assets (50) (90)
Changes in components of working capital:
Net margin deposit activity (2,342) (350)
Other working capital (800) (174)
Net assets from price risk management activities 782 (799)
Merchant assets and investments:
Realized (gains) losses on sales (64) 29
Proceeds from sales 479 553
Additions (175) (1,206)
Unrealized losses 21 111
Other, net (639) 357
Net Cash Used in Operating Activities (1,337) (547)
Cash Flows From Investing Activities
Capital expenditures (1,200) (1,009)
Equity investments (1,088) (390)
Proceeds from sales of non-merchant assets 1,423 105
Acquisitions of subsidiary stock - (485)
Business acquisitions, net of cash acquired (34) (358)
Other investing activities (262) (117)
Net Cash Used in Investing Activities (1,161) (2,254)
Cash Flows From Financing Activities
Issuance of long-term debt 2,864 2,479
Repayment of long-term debt (1,782) (431)
Net increase in short-term borrowings 1,169 1,301
Issuance of common stock 185 264
Issuance (redemption) of preferred securities
of subsidiaries - (95)
Dividends paid (256) (265)
Acquisition of treasury stock (209) (129)
Other financing activities - 107
Net Cash Provided by Financing Activities 1,971 3,231
Increase (Decrease) in Cash and Cash Equivalents (527) 430
Cash and Cash Equivalents, Beginning of Period 1,374 288
Cash and Cash Equivalents, End of Period $ 847 $ 718
Changes in Components of Other Working Capital
Receivables $ (937) $(2,615)
Inventories (114) 36
Payables (139) 2,319
Other 390 86
Total $ (800) $ (174)
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 1. FINANCIAL STATEMENTS - (Continued)
ENRON CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements included herein
have been prepared by Enron Corp. (Enron) without audit
pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, these statements reflect
all adjustments (consisting only of normal recurring
entries) which are, in the opinion of management, necessary
for a fair statement of the financial results for the
interim periods. Certain information and notes normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although
Enron believes that the disclosures are adequate to make the
information presented not misleading. These consolidated
financial statements should be read in conjunction with the
financial statements and the notes thereto included in
Enron's Annual Report on Form 10-K for the year ended
December 31, 2000 (Form 10-K).
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
Certain reclassifications have been made in the 2000
amounts to conform with the 2001 presentation.
"Enron" is used from time to time herein as a collective
reference to Enron Corp. and its subsidiaries and
affiliates. The businesses of Enron are conducted by Enron
Corp.'s subsidiaries and affiliates whose operations are
managed by their respective officers.
2. SUPPLEMENTAL CASH FLOW INFORMATION
Net cash paid for income taxes for the first half of 2001
and 2000 was $167 million and $33 million, respectively.
Cash paid for interest for the same periods, net of amounts
capitalized, was $426 million and $376 million,
respectively.
In 2000, Enron entered into an agreement with Azurix
under which the holders of Azurix's approximately 39 million
publicly traded shares would receive cash of $8.375 in
exchange for each share. On March 16, 2001, Azurix
shareholders approved the agreement whereby Enron paid
approximately $330 million for an equivalent number of
shares held by the public and all publicly traded shares of
Azurix Corp were redeemed.
Non-Cash Activity. In March 2001, Enron acquired the
limited partner's interests in an unconsolidated equity
affiliate, Joint Energy Development Investments Limited
Partnership (JEDI), for $35 million. As a result of the
acquisition, JEDI has been consolidated. JEDI's balance
sheet as of the date of acquisition consisted of net assets
of approximately $500 million, including an investment of 12
million shares of Enron common stock valued at approximately
$785 million, merchant investments and other assets of approximately
$670 million and third-party debt and debt owed to Enron of approximately
$950 million. Enron repaid the third-party debt of approximately $620
million prior to March 31, 2001. Also see Note 8.
3. LITIGATION AND OTHER CONTINGENCIES
Litigation
Enron is a party to various claims and litigation, the significant
items of which are discussed below. Although no assurances can be
given, Enron believes, based on its experience to date and after
considering appropriate reserves that have been established, that the
ultimate resolution of such items, individually or in the aggregate,
will not have a material adverse impact on Enron's financial position
or results of operations.
In 1995, several parties (the Plaintiffs) filed suit in Harris
County District Court in Houston, Texas, against Intratex Gas Company
(Intratex), Houston Pipe Line Company and Panhandle Gas Company
(collectively, the Enron Defendants), each of which is a wholly-owned
subsidiary of Enron. The Plaintiffs were either sellers or royalty
owners under numerous gas purchase contracts with Intratex, many of
which have terminated. Early in 1996, the case was severed by the
Court into two matters to be tried (or otherwise resolved) separately.
In the first matter, the Plaintiffs alleged that the Enron Defendants
committed fraud and negligent misrepresentation in connection with the
"Panhandle program," a special marketing program established in the
early 1980s. This case was tried in October 1996 and resulted in a
verdict for the Enron Defendants. In the second matter, the
Plaintiffs allege that the Enron Defendants violated state regulatory
requirements and certain gas purchase contracts by failing to take the
Plaintiffs' gas ratably with other producers' gas at certain times
between 1978 and 1988. The trial court certified a class action with
respect to ratability claims. On March 9, 2000, the Texas Supreme
Court ruled that the trial court's class certification was improper
and remanded the case to the trial court. The Enron Defendants deny
the Plaintiffs' claims and have asserted various affirmative defenses,
including the statute of limitations. The Enron Defendants believe
that they have strong legal and factual defenses, and intend to
vigorously contest the claims. Although no assurances can be given,
Enron believes that the ultimate resolution of these matters will not
have a material adverse effect on its financial position or results of
operations.
On November 21, 1996, an explosion occurred in the Humberto Vidal
Building in San Juan, Puerto Rico. The explosion resulted in
fatalities, bodily injuries and damage to the building and surrounding
property. San Juan Gas Company, Inc. (San Juan Gas), an Enron
affiliate, operated a propane/air distribution system in the vicinity,
but did not provide service to the building. Enron, San Juan Gas, four
affiliates and their insurance carriers were named as defendants,
along with several third parties, including The Puerto Rico Aqueduct
and Sewer Authority, Puerto Rico Telephone Company, Heath Consultants
Incorporated, Humberto Vidal, Inc. and their insurance carriers, in
numerous lawsuits filed in U.S. District Court for the District of
Puerto Rico and the Superior Court of Puerto Rico. These suits seek
damages for wrongful death, personal injury, business interruption and
property damage allegedly caused by the explosion. After nearly four
years without determining the cause of the explosion, all parties
agreed not to litigate further that issue, but to move these suits
toward settlements or trials to determine whether each plaintiff was
injured as a result of the explosion and, if so, the lawful damages
attributable to such injury. The defendants agreed on a fund for
settlements or final awards. Numerous claims have been settled and ten
cases involving 19 plaintiffs are scheduled for trial in the United
States District Court beginning on December 10, 2001. No cases have
yet been scheduled for trial in the Superior Court. Although no
assurances can be given, Enron believes that the ultimate resolution
of these matters will not have a material adverse effect on its
financial position or results of operations.
Trojan Investment Recovery. In early 1993, Portland General
Electric (PGE) ceased commercial operation of the Trojan nuclear power
generating facility. The Oregon Public Utility Commission (OPUC)
granted PGE, through a general rate order, recovery of, and a return
on, 87 percent of its remaining investment in Trojan.
The OPUC's general rate order related to Trojan has been subject to
litigation in various state courts, including rulings by the Oregon
Court of Appeals and petitions to the Oregon Supreme Court filed by
parties opposed to the OPUC's order, including the Utility Reform
Project(URP) and the Citizens Utility Board (CUB).
In August 2000, PGE entered into agreements with the CUB and the
staff of the OPUC to settle the litigation related to PGE's recovery
of its investment in the Trojan plant. Under the agreements, the CUB
agreed to withdraw from the litigation and to support the settlement
as the means to resolve the Trojan litigation. The OPUC approved the
accounting and ratemaking elements of the settlement on September 29,
2000. As a result of these approvals, PGE's investment in Trojan is
no longer included in rates charged to customers, either through a
return on or a return of that investment. Collection of ongoing
decommissioning costs at Trojan is not affected by the settlement
agreements or the September 29, 2000 OPUC order. With the CUB's
withdrawal, the URP is the one remaining significant adverse party in
the litigation. The URP has indicated that it plans to continue to
challenge the settlement and the original OPUC order allowing PGE
recovery of and a return on its investment in Trojan.
Enron cannot predict the outcome of these actions. Although no
assurances can be given, Enron believes that the ultimate resolution
of these matters will not have a material adverse effect on its
financial position or results of operations.
Other Contingencies
Environmental Matters. Enron is subject to extensive federal,
state and local environmental laws and regulations. These laws and
regulations require expenditures in connection with the construction
of new facilities, the operation of existing facilities and for
remediation at various operating sites. The implementation of the
Clean Air Act Amendments is expected to result in increased operating
expenses. These increased operating expenses are not expected to have
a material impact on Enron's financial position or results of
operations.
Enron's natural gas pipeline companies conduct soil and groundwater
remediation on a number of their facilities. Enron does not expect to
incur material expenditures in connection with soil and groundwater
remediation.
Developments in the California Power Market. During 2000, prices
for wholesale electricity in California significantly increased as a
result of a combination of factors, including higher natural gas
prices, reduction in available hydroelectric generation resources,
increased demand, over-reliance on the spot market for electricity and
limitations on supply. California's regulatory regime instituted in
1996 permitted wholesale price increases but froze retail prices below
market levels. The resulting disparity between costs of supply and
customer revenues caused two of California's public utilities, Pacific
Gas & Electric Company (PG&E) and Southern California Edison Company
(SCE), to accrue substantial unrecovered wholesale power costs and
certain obligations related to the difference between third party
power purchase costs and frozen rates charged to retail customers.
PG&E and SCE have defaulted on or are challenging payments owed for
certain outstanding obligations, including wholesale power purchased
through the California Power Exchange (the Power Exchange), from the
California Independent System Operator (the Independent System
Operator), and from qualifying facilities. In addition, PG&E and the
Power Exchange each have filed a voluntary petition for bankruptcy.
Various legislative, regulatory and legal remedies to the energy
situation in California have been implemented or are being pursued,
and may result in restructuring of markets in California and
elsewhere. Additional initiatives are likely at the Federal, state
and local level, but it is not possible to predict their outcome at
this time.
Enron has entered into a variety of transactions with California
utilities, the Power Exchange, the Independent System Operator, end
users of energy in California, and other third parties, and is owed
amounts by certain of these entities. Enron has established reserves
related to such activities and believes that the combination of such
reserves in accounts receivables and other credit offsets with such
parties are adequate to cover its exposure to developments in the
California power market. Due to the uncertainties involved, the
ultimate outcome of the California power situation cannot be predicted,
but Enron believes these matters will not have a material adverse
impact on Enron's financial condition or results of operations.
India. Enron indirectly owns 50% of the net voting interest in
Dabhol Power Company (Dabhol), which owns a 740 megawatt power plant
and is constructing an additional 1,444 megawatt power plant together
with an LNG regasification facility (collectively Phase II) in India.
Enron accounts for its investment in Dabhol under the equity method
and the debt of Dabhol is non-recourse to Enron. Dabhol has been in
dispute with the Maharashtra State Electricity Board (MSEB), the
purchaser of power from Dabhol, and the Government of Maharashtra
(GOM) and the federal government of India (GOI), the guarantors of
payments by the MSEB pursuant to the terms and conditions of the power
purchase agreements (PPA) and the other project documents. The
contract disputes relate principally to (a) the failure by the MSEB to
pay certain capacity and energy payments under the PPA, and the
failure of the GOM and GOI to satisfy certain guarantee obligations
under the project documents and (b) MSEB's statements that MSEB has
"rescinded" the PPA and MSEB is therefore no longer bound by the PPA.
As a result of such disputes, the Phase II lenders have stopped
funding the continued construction of Phase II and the construction
contractors have terminated the construction contracts for non-
payment. There is no assurance that Dabhol will be able to resolve
such disputes to its favor and to successfully collect on and to
enforce any judgment or settlement. However, Dabhol believes that the
MSEB's actions are in clear violation of the terms of the PPA, and
Dabhol intends to pursue all available legal remedies under the
project documents. As a result of these disputes, the 740 megawatt
power plant is not being dispatched by MSEB. Further, Dabhol has
suspended construction activity on Phase II. Enron does not believe
that any contract dispute related to Dabhol will have a material
adverse impact on Enron's financial condition or results of
operations.
4. EARNINGS PER SHARE
The computation of basic and diluted earnings per share is as
follows (in millions, except per share amounts):
Six Months Ended
Second Quarter June 30,
2001 2000 2001 2000
<s> <c> <c> <c> <c>
Numerator:
Basic
Income before cumulative effect
of accounting changes $ 404 $ 289 $ 810 $ 627
Preferred stock dividends:
Second preferred stock (4) (4) (8) (8)
Series B Preferred Stock (17) (17) (33) (33)
Income available to common
shareholders before cumulative
effect of accounting changes 383 268 769 586
Cumulative effect of accounting
changes - - 19 -
Income available to common
shareholders $ 383 $ 268 $ 788 $ 586
Diluted
Income available to common
shareholders before cumulative
effect of accounting changes $ 383 $ 268 $ 769 $ 586
Effect of assumed conversion
of dilutive securities:
Second preferred stock 4 4 8 8
Series B Preferred Stock 17 17 33 33
Income before cumulative effect
of accounting changes 404 289 810 627
Cumulative effect of accounting
changes - - 19 -
Income available to common
shareholders after assumed
conversions $ 404 $ 289 $ 829 $ 627
Denominator:
Denominator for basic earnings per
share - weighted-average shares 757 733 755 728
Effect of assumed conversion of
dilutive securities:
Preferred Stock:
Second Preferred Stock 32 35 33 35
Series B Preferred Stock 50 50 50 50
Stock options and other equity
instruments 52 44 44 44
Dilutive potential common shares 134 129 127 129
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 891 862 882 857
Basic earnings per share:
Before cumulative effect of
accounting changes $0.51 $0.37 $1.02 $0.80
Cumulative effect of accounting
changes - - 0.02 -
Basic earnings per share $0.51 $0.37 $1.04 $0.80
Diluted earnings per share:
Before cumulative effect of
accounting changes $0.45 $0.34 $0.92 $0.73
Cumulative effect of accounting
changes - - 0.02 -
Diluted earnings per share $0.45 $0.34 $0.94 $0.73
5. COMPREHENSIVE INCOME
Comprehensive income includes the following (in
millions):
Six Months Ended
Second Quarter June 30,
2001 2000 2001 2000
<s> <c> <c> <c> <c>
Net income $ 404 $ 289 $ 829 $ 627
Other comprehensive income
(net of tax):
Foreign currency translation
adjustment (401) (99) (551)(a) (101)
Derivative instruments:
Cumulative effect of
accounting changes - - 25 -
Deferred loss on derivative
instruments associated with
hedges of future cash flows (26) - (34) -
Recognition in earnings of
previously deferred gains
related to derivative
instruments used as cash
flow hedges 4 - (9)(b) -
Change in value of available-
for-sale investments 10 (6) 11 (19)
Total comprehensive income (loss) $ (9) $ 184 $ 271 $ 507
<FN>
(a) Change primarily reflects the decline in value of
the Brazilian real and the British Pound.
(b) Includes an after-tax gain of $10 million related to
the discontinuance of a cash flow hedge or a forecasted
transaction that became probable of not occurring.
6. BUSINESS SEGMENT INFORMATION
Enron's business is divided into reporting segments,
defined as components of an enterprise about which financial
information is available and evaluated regularly by the
Office of the Chairman, which serves as the chief operating
decision making group.
Beginning in 2001, the commodity-related risk management
activities of Retail Energy Services' North American
customer contracts were transferred to the Wholesale
Services segment, consolidating all energy commodity risk
management activities within one segment. In 2001, Retail
Energy Services' business includes origination of new
commodity and energy asset management and services
contracts, execution of energy asset management and services
activity and management of customer relationships. Year
2000 results in the following table have been restated to
reflect this change.
Retail Transportation Corporate
Wholesale Energy Broadband and and
(In Millions) Services(c) Services(c) Services Distribution Other(d) Total
Three Months Ended
June 30, 2001
<s> <c> <c> <c> <c> <c> <c>
Unaffiliated revenues(a) $48,340 $ 559 $ 15 $ 935 $ 211 $ 50,060
Intersegment revenues(b) 138 (2) 1 46 (183) -
Total revenues $48,478 $ 557 $ 16 $ 981 $ 28 $ 50,060
Income (loss) before interest,
minority interests and
income taxes $ 802 $ 60 $(102) $ 142 $(109) $ 793
Six Months Ended
June 30, 2001
Unaffiliated revenues(a) $96,747 $1,201 $ 100 $1,868 $ 273 $100,189
Intersegment revenues(b) 237 49 (1) 126 (411) -
Total revenues $96,984 $1,250 $ 99 $1,994 $(138) $100,189
Income (loss) before interest,
minority interests and
income taxes $ 1,557 $ 100 $(137) $ 335 $(267) $ 1,588
Retail Transportation Corporate
Wholesale Energy Broadband and and
(In Millions) Services(c) Services(c) Services Distribution Other(d) Total
Three Months Ended
June 30, 2000
<s> <c> <c> <c> <c> <c> <c>
Unaffiliated revenues $15,632 $ 409 $ 151 $ 545 $ 149 $ 16,886
Intersegment revenues 335 11 - 52 (398) -
Total revenues $15,967 $ 420 $ 151 $ 597 $(249) $ 16,886
Income (loss) before interest,
minority interests and
income taxes $ 415 $ 46 $ (8) $ 139 $ 17 $ 609
Six Months Ended
June 30, 2000
Unaffiliated revenues $27,794 $ 697 $ 210 $1,144 $ 186 $ 30,031
Intersegment revenues 502 37 - 56 (595) -
Total revenues $28,296 $ 734 $ 210 $1,200 $(409) $ 30,031
Income (loss) before interest,
minority interests and
income taxes $ 844 $ 52 $ (8) $ 372 $ (27) $ 1,233
<FN>
(a) Enron recognized revenues from transactions with unconsolidated
equity affiliates of approximately $1,111 million in the first
half of 2001, including $125 million related to commodity contracts
entered into in the second quarter.
(b) Intersegment sales are made at prices comparable to those received
from unaffiliated customers and in some instances are affected by
regulatory considerations.
(c) The 2000 amounts have been restated. Prior to the restatement,
Retail Energy Services reported revenues and IBIT of $840 million and
$24 million, respectively, for the second quarter of 2000. Restated
full year 2000 revenues and IBIT were $1,766 million and $173 million,
respectively. Operating results in 2001 include servicing charges from
Wholesale Services for management of Retail Services' risk management
activities. These servicing charges are reflective of the applicable
level of risk management services provided and have been presented on a
basis consistent with how such charges are reported internally.
(d) Includes consolidating eliminations.
Total assets by segment are as follows (in millions):
June 30, December 31,
2001 2000
<s> <c> <c>
Wholesale Services $49,314 $51,099
Retail Energy Services 1,353 1,205(a)
Broadband Services 1,453 1,337
Transportation and Distribution 8,499 8,283
Corporate and Other 2,773 3,579
Total Assets $63,392 $65,503
<FN>
(a) Retail Energy Services' total assets have been restated.
7. DERIVATIVE INSTRUMENTS
On January 1, 2001, Enron recognized an after-tax non-
cash gain of $19 million in earnings and deferred an after-
tax non-cash gain of $25 million in "Accumulated Other
Comprehensive Income" (OCI), a component of shareholders'
equity, and reclassified $277 million from "Long-Term Debt"
to "Other Liabilities" to reflect the initial adoption of
Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133). SFAS No. 133 must be applied to
all derivative instruments and requires that such
instruments be recorded in the balance sheet either as an
asset or a liability measured at its fair value through
earnings, with special accounting permitted for certain
qualifying hedges as described in the following paragraphs.
In the ordinary course of business, Enron enters into
derivative instruments, as defined in SFAS No. 133, as part
of its normal risk management operations, which are subject
to parameters established by Enron's Board of Directors. The
adoption of SFAS No. 133 has no impact on the way Enron
accounts for its risk management business activities.
On a much more limited basis, Enron's other businesses
enter into derivative instruments, such as forwards, swaps
and other contracts, in order to hedge certain non-trading
risks, including interest rate risk, commodity price risk
and foreign currency exchange rate risk. Enron primarily
uses cash flow hedges, for which Enron's objective is to
provide protection against variability in cash flows due to
an associated variable risk. Enron accounts for such hedging
activity by initially deferring the gain or loss related to
the fair value changes in derivative instruments in OCI. The
deferred change in fair value is then reclassified into
income concurrently with the recognition in income of the
cash flow item hedged. The net after-tax amount expected to
be reclassified from OCI within the next 12 months is
approximately $10 million. Enron recognized a loss of approximately
$13 million related to ineffectiveness in cash flow hedges. Enron
has also entered into a limited number of fair value hedges to protect
the fair value of certain liabilities from variability caused by
fluctuations in either interest rates or foreign currency exchange
rates. Enron accounts for these hedges by recognizing the fair
value of both the derivative instrument and the hedged item
into income concurrently. There was no material ineffectiveness
in fair value hedges during the first six months of 2001. Certain
of Enron's unconsolidated affiliates entered into net investment hedges
to protect against the foreign currency exposure related to
foreign operations. Enron recorded an increase of
approximately $9 million in OCI related to such hedges in
2001. Enron also holds a limited number of derivative
instruments in its non-risk management businesses, which do
not meet the requirements of SFAS No. 133 for hedge
accounting, but provide Enron with an economic hedge of an
associated risk.
The maximum amount of time over which cash flow exposure
in forecasted transactions is hedged, excluding hedges of
variable interest rate risk on existing financial
instruments, is approximately 20 years. Derivative contracts
are entered into with counterparties who are equivalent to
investment grade. Accordingly, Enron does not anticipate any
material impact to its financial position or results of
operations as a result of nonperformance by the third
parties on derivative instruments related to non-risk
management business activities.
8. RELATED PARTY TRANSACTIONS
During the second quarter of 2001, Enron did not
recognize any material revenues or income from transactions
with the limited partnerships discussed below. Additionally,
the senior officer, who previously was the general partner of
these partnerships, sold all of his financial interests as of
July 31, 2001, and no longer has any management responsibilities
for these entities. Accordingly, such partnerships are no longer
related parties to Enron.
All transactions with these partnerships (the Partnerships)
have been approved by Enron's senior risk officers as well as
reviewed annually by the Board of Directors. Management believes
that the terms of the transactions were reasonable compared
to those which could have been negotiated with unrelated
third parties.
In the first quarter of 2001, Enron entered into transactions
with the Partnerships, now unrelated, to hedge certain
merchant investments and other assets. As part of these
transactions, Enron has entered into agreements with
entities formed in 2000 (the Entities), which included the
obligation to deliver 12 million shares of Enron common
stock in March 2005 (the Commitment) and entered into
derivative instruments which eliminated the contingent
nature of existing restricted forward contracts executed in
2000. The Commitment and the shares to be delivered under
the derivative instruments are restricted through March
2005. In exchange, Enron received notes receivable from the
Entities totaling approximately $827.6 million. In addition,
Enron entered into share settled costless collar
arrangements with the Entities on the 12 million shares of
Enron common stock. Such transactions will be accounted for
as equity transactions when settled. Enron received a $6.5
million note receivable from the Entities to terminate share-
settled options on 7.1 million shares of Enron common stock.
The transactions resulted in non-cash increases to non-
current assets and equity.
In the first half of 2001, Enron recognized net revenues
of approximately $241.1 million (of which $5.0 million
related to the second quarter), primarily related to the
change in the market value of derivatives instruments
entered into with the Entities in 2000 to hedge certain
merchant investments and other assets. Revenues recognized
on the derivative instruments offset market value changes of
certain merchant investments and price risk management
activities. In addition, Enron and the Entities terminated
certain derivative instruments (originally entered into in
2000) with a combined notional value of approximately $727.2
million. Enron received note receivables from the Entities
for approximately $133.3 million related to such
terminations. At June 30, 2001, cash in the Entities of $156
million was invested in Enron demand notes. Enron recognized
$63 million and $10 million of interest income and interest
expense, respectively, on notes receivable from and notes
payable to the Entities. In the second quarter of 2001,
Enron acquired investments from the Partnerships for
approximately $36.6 million.
In the first half of 2001, Enron received approximately
$241.8 million from Whitewing Associates, LP (Whitewing), an
unconsolidated equity affiliate, related to securitizations.
In the second quarter of 2001, Enron acquired investments
from Whitewing for approximately $28.8 million. No gains
were recorded by Enron in connection with these
transactions. Management believes that these transactions
are reasonable compared to those which could have been
negotiated with third parties.
PART I. FINANCIAL INFORMATION - (Continued)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ENRON CORP. AND SUBSIDIARIES
RESULTS OF OPERATIONS
Second Quarter 2001
vs. Second Quarter 2000
The following review of Enron's results of operations
should be read in conjunction with the Consolidated
Financial Statements.
RESULTS OF OPERATIONS
Consolidated Net Income
Enron's second quarter 2001 net income was $404 million
compared to $289 million in the second quarter of 2000.
Enron's business is divided into five reporting segments
including:
Wholesale Services. Wholesale Services includes Enron's
wholesale businesses around the world. Wholesale Services
operates in developed markets such as North America and
Europe, as well as developing or newly deregulating markets
including South America and Japan.
Retail Energy Services. Retail Energy Services (Energy
Services) is extending Enron's energy expertise and
capabilities to end-use retail customers in the industrial
and commercial business sectors to manage their energy
requirements and reduce their total energy costs.
Broadband Services. Enron's broadband services business
(Broadband Services) provides customers with broadband
services, including network services intermediation and the
delivery of premium content.
Transportation and Distribution. Transportation and
Distribution consists of Enron Transportation Services
(Transportation Services) and Portland General (PGE).
Transportation Services includes Enron's interstate natural
gas pipelines, primarily Northern Natural Gas Company
(Northern), Transwestern Pipeline Company (Transwestern),
Enron's 50% interest in Florida Gas Transmission Company
(Florida Gas) and Enron's interests in Northern Border
Partners, L.P. and EOTT Energy Partners, L.P. (EOTT).
Corporate and Other. Corporate and Other includes
Enron's investment in Azurix Corp. (Azurix), which provides
water and wastewater services, results of Enron Renewable
Energy Corp., which develops and constructs wind-generated
power projects, and the operations of Enron's methanol and
MTBE plants as well as overall corporate activities of
Enron.
Basic and diluted earnings per share of common stock were
as follows:
Second Quarter
2001 2000
<s> <c> <c>
Basic earnings per share $0.51 $0.37
Diluted earnings per share $0.45 $0.34
Income Before Interest, Minority Interests and Income Taxes
The following table presents income (loss) before
interest, minority interests and income taxes (IBIT) for
each of Enron's reporting segments (in millions):
Second Quarter
2001 2000
<s> <c> <c>
Wholesale Services $ 802 $ 415
Retail Energy Services 60 46
Broadband Services (102) (8)
Transportation and Distribution:
Transportation Services 77 77
Portland General 65 62
Corporate and Other (109) 17
Income before interest, minority
interests and taxes $ 793 $ 609
Wholesale Services
Enron builds its wholesale businesses through the
creation of networks involving selective asset ownership,
contractual access to third-party assets and market-making
activities. Each market in which Wholesale Services
operates utilizes these components in a slightly different
manner and is at a different stage of development. This
network strategy has enabled Wholesale Services to establish
a leading position in its markets. Wholesale Services'
activities are categorized into two business lines: (a)
Commodity Sales and Services and (b) Assets and Investments.
Activities may be integrated into a bundled product offering
for Enron's customers.
Wholesale Services manages its portfolio of contracts and
assets in order to maximize value, minimize the associated
risks and provide overall liquidity. In doing so, Wholesale
Services uses portfolio and risk management disciplines,
including offsetting or hedging transactions, to manage
exposures to market price movements (commodities, interest
rates, foreign currencies and equities). Additionally,
Wholesale Services manages its liquidity and exposure to
third-party credit risk through monetization of its contract
portfolio or third-party insurance contracts. Wholesale
Services also sells interests in certain investments and
other assets to improve liquidity and overall return, the
timing of which is dependent on market conditions and
management's expectations of the investment's value.
The following table reflects IBIT for each of Wholesale
Services' business lines (in millions):
Second Quarter
2001 2000
<s> <c> <c>
Commodity Sales and Services $762 $420
Assets and Investments 134 55
Unallocated expenses (94) (60)
Income before interest, minority
interests and taxes $802 $415
The following discussion analyzes the contributions to
IBIT for each business line.
Commodity Sales and Services. Wholesale Services
provides reliable commodity delivery and predictable pricing
to its customers through forwards and other contracts.
Activity includes the purchase, sale, marketing and delivery
of natural gas, electricity, liquids and other commodities,
as well as the management of Wholesale Services' own
portfolio of contracts. Contracts associated with this
activity are accounted for using the mark-to-market method
of accounting. Wholesale Services' market-making activity
is facilitated through a network of capabilities including
selective asset ownership. Accordingly, certain assets
involved in the delivery of these services are included in
this business (such as intrastate natural gas pipelines, gas
storage facilities and certain electric generation assets).
Wholesale Services markets, transports and provides
energy commodities as reflected in the following table
(including intercompany amounts):
Second Quarter
2001 2000
<s> <c> <c>
Physical Volumes (BBtue/d)(a)
Gas:
North America 25,614 22,438
Europe and Other 7,290 3,593
32,904 26,031
Transport Volumes 319 595
Total Gas Volumes 33,223 26,626
Crude Oil and Liquids 10,054 5,048
Electricity(b) 31,500 15,056
Total 74,777 46,730
Electricity Volumes Marketed (Thousand MWh)(c)
North America 213,948 124,089
Europe and Other 72,704 12,912
Total 286,652 137,001
Financial Settlements (Notional) (BBtue/d) 258,443 152,627
<FN>
(a) Billion British thermal units equivalent per day.
(b) Represents electricity volumes, converted to
BBtue/d.
(c) Thousand megawatt-hours.
Earnings from commodity sales and services increased $342
million in the second quarter of 2001 as compared to the
same period in 2000. The quarter over quarter increase was
primarily due to increased earnings from North American and
European power marketing and certain other marketing
operations, partially offset by decreased North American gas
marketing results. Profits from North American power
marketing operations, which increased significantly,
included the sale of three peaking power plants. With
increased liquidity in the market, Enron can now use power
purchase contracts as an alternative to the peaking plants
to directly support contracts to sell power. Earnings from
other wholesale marketing operations, including coal, steel
and forest products, also contributed to the earnings growth
of Enron's commodity sales and services business. Volumes
growth, which increased 60 percent in the second quarter of
2001 as compared to the second quarter of 2000, and price
volatility in the power markets were the key contributors to
increased profits in the power intermediation businesses.
Assets and Investments. Enron's Wholesale businesses
make investments in various energy and certain related
assets as a part of its network strategy. Wholesale
Services either purchases the asset from a third party or
develops and constructs the asset. In most cases, Wholesale
Services operates and manages such assets. Earnings
principally result from operations of the assets or sales of
ownership interests.
Additionally, Wholesale Services invests in debt and
equity securities of energy-related businesses, which may
also utilize Wholesale Services' products and services.
With these merchant investments, Enron's influence is much
more limited relative to assets Enron develops or
constructs. Earnings from these activities, which are
accounted for on a fair value basis and are included in
revenues, result from changes in the market value of the
securities. Wholesale Services uses risk management
disciplines, including hedging transactions, to manage the
impact of market price movements on its merchant
investments.
Earnings from assets and investments increased $79
million in the second quarter of 2001 as compared to the
same period in 2000 as a result of increased valuations of
Wholesale Services' merchant investments, sales of interests
in international energy assets and improved results from
international asset operations.
Unallocated Expenses. Net unallocated expenses such as
systems expenses and performance-related costs increased in
2001 due to increased profitability and the growth of
Wholesale Services' businesses.
Retail Energy Services
Energy Services sells or manages the delivery of natural
gas, electricity, liquids and other commodities to
industrial and commercial customers located in North America
and Europe. Energy Services also provides full energy
management services. This integrated product includes the
management of commodity delivery, energy information and
energy assets, and price risk management activities.
Significant components of Energy Services' results are as
follows (in millions):
Second Quarter
2001 2000(a)
<s> <c> <c>
Revenues $557 $420
Cost of sales 328 295
Operating expenses 168 83
Depreciation and amortization 10 8
Equity losses (13) (18)
Other, net 22 30
Income before interest, minority
interests and taxes $ 60 $ 46
<FN>
(a) Amounts for the second quarter of 2000 have been
restated. See Note 6 to the Consolidated Financial
Statements.
Revenues and gross margin increased $137 million and $104
million, respectively, in the second quarter of 2001
compared to the second quarter of 2000, primarily as a
result of long-term energy contracts originated in 2001 and
the growth of Energy Services' European operations.
Operating expenses increased primarily as a result of higher
employee-related costs. Equity losses for both periods
reflect Energy Services' portion of losses of The New Power
Company. Other, net in both the second quarter of 2001 and
2000 consisted primarily of gains associated with
securitizations related to The New Power Company.
Broadband Services
Enron is extending its market-making and risk management
skills to develop the network services intermediation business
that allows customers to manage unexpected fluctuation in the
price, supply and demand of network-related requirements, including
bandwidth and storage. The Enron Intelligent Network (the EIN), a
nationwide fiber optic network, which connects 25 pooling points in
North America, Europe and Japan, provides the infrastructure
for Broadband Services' products. The EIN also gives Enron a bandwidth-
on-demand platform that allows the delivery of high-
bandwidth media-rich content. Broadband Services sells
interests in certain investments and other assets to improve
liquidity and overall return, the timing of which is
dependent on market conditions and management's expectations
of the investment's value.
Enron is significantly modifying the cost structure of
Broadband Services to correspond to slower market development
and the associated lower revenue outlook. Enron will focus
on the intermediation business while providing content and
network services in a cost effective manner. Enron expects
losses to continue through at least 2001 in the Broadband
Services segment. Future profitability is dependent on the
recovery of the broadband and communications sectors.
Significant components of Broadband Services' results are
as follows (in millions):
Second Quarter
2001 2000
<s> <c> <c>
Gross margin $ (6) $ 76
Operating expenses (including depreciation) 93 85
Other, net (3) 1
Loss before interest, minority interests
and taxes $(102) $ (8)
Gross margin decreased $82 million in the second quarter
of 2001 compared to the second quarter of 2000. Weak market
conditions in the broadband and communications sectors negatively
impacted the 2001 gross margin. Second quarter 2000 gross margin
included earnings from sales of excess dark fiber. Operating
expenses (including depreciation) increased as a result of
depreciation on fiber-optic related equipment placed into service
in late 2000. General and administrative expenses in the second
quarter of 2001 were comparable to the prior period.
Transportation and Distribution
Transportation Services. The following table summarizes
total volumes transported for each of Enron's interstate
natural gas pipelines.
Second Quarter
2001 2000
<s> <c> <c>
Total Volumes Transported (BBtu/d)(a)
Northern Natural Gas 2,908 3,237
Transwestern Pipeline 1,973 1,606
Florida Gas Transmission 1,574 1,591
Northern Border Pipeline 2,303 2,429
<FN>
(a) Billion British thermal units per day. Reflects
100% of each entity's throughput volumes. Florida Gas
and Northern Border Pipeline are unconsolidated equity
affiliates.
Significant components of IBIT are as follows (in
millions):
Second Quarter
2001 2000
<s> <c> <c>
Net revenues $121 $148
Operating expenses 54 76
Depreciation and amortization 17 17
Equity in earnings 16 10
Other, net 11 12
Income before interest and taxes $ 77 $ 77
Revenues, net of cost of sales (net revenues) of
Transportation Services decreased $27 million in the second
quarter of 2001 as compared to the second quarter of 2000
primarily due to lower sales of gas storage inventory by
Northern, partially offset by increased storage revenues
received by Northern and increased revenues generated by
Transwestern from transportation and operational gas sales.
Operating Expenses decreased $22 million primarily as a
result of decreased overhead costs and the timing of other
pipeline expenses. Equity in earnings increased $6 million
in the second quarter of 2001 as compared to the same period
in 2000 primarily due to improved operating results from
EOTT and Florida Gas.
Portland General. Statistics for PGE for the second
quarter of 2001 and 2000 are as follows:
Second Quarter
2001 2000
<s> <c> <c>
Electricity Sales (Thousand MWh)
Residential 1,548 1,480
Commercial 1,785 1,769
Industrial 1,139 1,235
Total Retail 4,472 4,484
Wholesale 3,035 4,909
Total Electricity Sales 7,507 9,393
Average Billed Revenue (cents per kWh) 10.95 4.51
Resource Mix
Coal 12% 7%
Combustion Turbine 17 6
Hydro 7 7
Total Generation 36 20
Firm Purchases 58 74
Secondary Purchases 6 6
Total Resources 100% 100%
Average Variable Power Cost (Mills/kWh)(a) 83.6 26.9
Retail Customers (end of period, thousands) 730 726
<FN>
(a) Mills (1/10 cent) per kilowatt-hour.
Significant components of IBIT are as follows (in
millions):
Second Quarter
2001 2000
<s> <c> <c>
Revenues $831 $431
Purchased power and fuel 624 252
Operating expenses 94 76
Depreciation and amortization 55 46
Other, net 7 5
Income before interest and taxes $ 65 $ 62
Revenues, net of purchased power and fuel costs,
increased $28 million in the second quarter of 2001 as
compared to the second quarter of 2000. The increase was
due to higher profits from wholesale power sales, partially
offset by increased power costs resulting from general
market conditions, including lower hydroelectric generation.
Operating expenses increased primarily as a result of higher
maintenance costs and increased regulatory and overhead
expenses. Depreciation and amortization increased in 2001
primarily as a result of increased regulatory amortization.
Corporate and Other
Corporate and Other realized a loss before interest,
minority interests and taxes of $109 million in the second
quarter of 2001 while reporting IBIT of $17 million in the
second quarter of 2000. Second quarter 2001 results include
higher unallocated corporate-wide expenses and decreased
earnings from non-core businesses, including Azurix.
Interest and Related Charges, net
Interest and related charges, net, is reported net of
interest capitalized of $9 million and $13 million for the
second quarter of 2001 and 2000, respectively. Net expense
increased $19 million in the second quarter of 2001 as
compared to the same period of 2000, primarily due to
increased debt levels.
Minority Interests
Minority interests decreased $9 million to $30 million in
the second quarter of 2001 compared to the same period in
2000, primarily due to lower earnings from South American
operations and the impact of lower interest rates on certain
majority-owned limited partnerships.
Income Tax Expense
Income taxes increased during the second quarter of 2001
as compared to the second quarter of 2000 primarily as a
result of increased pretax earnings. The projected
effective tax rate for 2001 is lower than the statutory rate
mainly due to equity earnings, foreign tax rate differential
and differences between the book and tax basis of certain
assets and stock sales.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2001
vs. Six Months Ended June 30, 2000
RESULTS OF OPERATIONS
Consolidated Net Income
Enron reported net income of $810 million (excluding a
gain of $19 million related to the cumulative effect of
accounting changes) for the first six months of 2001
compared to $627 million during the same period in 2000.
Basic and diluted earnings per share of common stock were
as follows:
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Basic earnings per share:
Before cumulative effect of accounting
changes $1.02 $0.80
Cumulative effect of accounting changes 0.02 -
Reported basic earnings per share $1.04 $0.80
Diluted earnings per share:
Before cumulative effect of accounting
changes $0.92 $0.73
Cumulative effect of accounting changes 0.02 -
Reported diluted earnings per share $0.94 $0.73
Income Before Interest, Minority Interests and Income Taxes
The following table presents IBIT for each of Enron's
reporting segments (in millions):
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Wholesale Services $1,557 $ 844
Retail Energy Services 100 52
Broadband Services (137) (8)
Transportation and Distribution:
Transportation Services 210 205
Portland General 125 167
Corporate and Other (267) (27)
Income before interest, minority
interests and taxes $1,588 $1,233
Wholesale Services
The following table reflects IBIT for each of Wholesale
Services' business lines (in millions):
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Commodity Sales and Services $1,547 $ 676
Assets and Investments 193 275
Unallocated expenses (183) (107)
Income before interest, minority
interests and taxes $1,557 $ 844
The following discussion analyzes the contributions to
IBIT for each of the business lines.
Commodity Sales and Services. Wholesale Services markets,
transports and provides energy commodities as reflected in
the following table (including intercompany amounts):
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Physical Volumes (BBtue/d)(a)
Gas:
North America 26,430 21,523
Europe and Other 7,991 3,031
34,421 24,554
Transport Volumes 412 526
Total Gas Volumes 34,833 25,080
Crude Oil and Liquids 8,454 5,591
Electricity(b) 28,677 13,613
Total 71,964 44,284
Electricity Volumes Marketed (Thousand MWh)(c)
North America 410,012 226,992
Europe and Other 109,042 20,756
Total 519,054 247,748
Financial Settlements (Notional) (BBtue/d) 280,447 147,247
<FN>
(a) Billion British thermal units equivalent per day.
(b) Represents electricity volumes, converted to
BBtue/d.
(c) Thousand megawatt-hours.
Earnings from commodity sales and services increased $871
million in the first half of 2001 as compared to the same
period in 2000. The increase was primarily due to
significantly higher earnings from North American power
marketing operations and increased earnings from North
American gas marketing and European power marketing.
Profits from North American power marketing operations
included the sale of five peaking power plants. Earnings
from other wholesale marketing operations, including coal,
steel, weather and forest products, also contributed to the
earnings growth of Enron's commodity sales and services
business. Volumes growth, which increased 63 percent in the
first half of 2001 as compared to the first half of 2000,
and price volatility in both the power and gas markets were
the key contributors to increased profits in the power and
gas intermediation businesses.
Assets and Investments. Earnings from assets and
investments decreased $82 million in the second quarter of
2001 as compared to the same period in 2000 primarily as a
result of a decrease in the value of Wholesale Services'
merchant investments. Earnings from international asset
operations were comparable to 2000 levels.
Unallocated Expenses. Net unallocated expenses such as
systems expenses and performance-related costs increased in
2001 due to increased profitability and the growth of
Wholesale Services' businesses.
Retail Energy Services
Significant components of Energy Services' results are as
follows (in millions):
Six Months Ended
June 30,
2001 2000(a)
<s> <c> <c>
Revenues $1,250 $734
Cost of sales 823 529
Operating expenses 332 169
Depreciation and amortization 19 17
Equity loss (28) (17)
Other, net 52 50
Income before interest, minority
interests and taxes $ 100 $ 52
<FN>
(a) Amounts for 2000 have been restated. See Note 6 to
the Consolidated Financial Statements.
Revenues and gross margin increased $516 million and $222
million, respectively, in the first half of 2001 compared to
the first half of 2000, primarily as a result of long-term
energy contracts originated in 2001 and the growth of Energy
Services' European operations. Operating expenses increased
primarily as a result of higher employee-related costs.
Equity losses for both periods reflect Energy Services'
portion of losses of The New Power Company. Other, net in
2001 and 2000 consisted primarily of gains associated with
securitizations related to The New Power Company.
Broadband Services
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Gross margin $ 48 $ 127
Operating expenses (including depreciation) 185 137
Other, net - 2
Loss before interest, minority
interests and taxes $(137) $ (8)
Gross margin decreased $79 million in the first half of
2001 compared to the same period of 2000. Weak market
conditions in the broadband and communications sectors negatively
impacted the 2001 gross margin. Gross margin for 2001 included
the realized appreciation associated with a portion of Enron's
broadband content delivery platform while gross margin for the
first half of 2000 primarily reflects earnings from sales of
excess dark fiber and an increase in the market value of
Broadband Services' merchant investments. Operating
expenses increased due to higher employee-related costs and
depreciation on fiber-optic related equipment placed into
service in late 2000.
Transportation and Distribution
Transportation Services. The following table summarizes
total volumes transported for each of Enron's interstate
natural gas pipelines.
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Total Volumes Transported (BBtu/d)(a)
Northern Natural Gas 3,327 3,691
Transwestern Pipeline 1,859 1,584
Florida Gas Transmission 1,404 1,571
Northern Border Pipeline 2,396 2,447
<FN>
(a) Billion British thermal units per day. Reflects
100% of each entity's throughput volumes. Florida Gas
and Northern Border Pipeline are unconsolidated equity
affiliates.
Significant components of IBIT are as follows (in
millions):
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Net revenues $364 $349
Operating expenses 161 141
Depreciation and amortization 34 33
Equity in earnings 30 17
Other, net 11 13
Income before interest and taxes $210 $205
Revenues, net of cost of sales (net revenues) of
Transportation Services increased $15 million in the first
half of 2001 as compared to the first half of 2000 primarily
due to increased revenues generated by Transwestern from
transportation and operational gas sales and increased
storage revenues received by Northern, partially offset by
lower sales of gas storage inventory by Northern. Operating
Expenses increased $20 million primarily as a result of
higher gas prices and other costs associated with the
volumes transported by Transwestern and other pipeline
expenses. Equity in earnings increased $13 million in the
first half of 2001 as compared to the same period in 2000
primarily due to improved operating results from EOTT and
Florida Gas.
Portland General. Statistics for PGE for the first half
of 2001 and 2000 are as follows:
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Electricity Sales (Thousand MWh)(a)
Residential 3,719 3,841
Commercial 3,605 3,641
Industrial 2,339 2,404
Total Retail 9,663 9,886
Wholesale 5,774 9,190
Total Electricity Sales 15,437 19,076
Average Billed Revenue (cents per kWh) 10.22 4.25
Resource Mix
Coal 14% 10%
Combustion Turbine 17 8
Hydro 6 8
Total Generation 37 26
Firm Purchases 56 68
Secondary Purchases 7 6
Total Resources 100% 100%
Average Variable Power Cost (Mills/kWh)(b) 77.6 23.8
Retail Customers (end of period, thousands) 730 726
<FN>
(a) Thousand megawatt-hours.
(b) Mills (1/10 cent) per kilowatt-hour.
Significant components of IBIT are as follows (in
millions):
Six Months Ended
June 30,
2001 2000
<s> <c> <c>
Revenues $1,598 $828
Purchased power and fuel 1,206 454
Operating expenses 161 154
Depreciation and amortization 106 92
Other, net - 39
Income before interest and taxes $ 125 $167
Revenues, net of purchased power and fuel costs,
increased $18 million in the first six months of 2001 as
compared to the same period of 2000. The increase was due
to higher wholesale power sales, partially offset by
increased power costs resulting from general market
conditions, including lower hydroelectric generation and
higher gas prices. Operating expenses increased primarily
as a result of higher maintenance costs and increased
regulatory expenses. Depreciation and amortization increased
in 2001 primarily as a result of increased regulatory
amortization. Other, net in 2000 was favorably impacted by
certain regulatory events.
Corporate and Other
Corporate and Other realized a loss before interest,
minority interests and taxes of $267 million in the first
six months of 2001 compared to a loss of $27 million in the
first six months of 2000. The 2001 results include higher
unallocated corporate-wide expenses and decreased earnings
from non-core businesses, including Azurix.
Interest and Related Charges, net
Interest and related charges, net, is reported net of
interest capitalized of $24 million and $26 million for the
first half of 2001 and 2000, respectively. Net expense
increased $59 million in the first half of 2001 as compared
to the same period of 2000, primarily due to increased debt
levels.
Income Tax Expense
Income taxes increased during the first half of 2001 as
compared to the first half of 2000 primarily as a result of
increased pretax earnings. The projected effective tax rate
for 2001 is lower than the statutory rate mainly due to
equity earnings, foreign tax rate differential and
differences between the book and tax basis of certain assets
and stock sales.
Enron recorded tax benefits in shareholders' equity
related to stock options exercised by employees of
approximately $162 million in the first half of 2001.
CUMULATIVE EFFECT OF ACCOUNTING CHANGES
On January 1, 2001, Enron recognized an after-tax non-
cash gain of $19 million in earnings and deferred an after-
tax non-cash gain of $25 million in "Accumulated Other
Comprehensive Income," a component of shareholders' equity
and reclassified $277 million from "Long-Term Debt" to
"Other Liabilities" to reflect the initial adoption of
Statement of Financial Accounting Standard No. 133,
"Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133). SFAS No. 133 must be applied to
all derivative instruments and requires that such
instruments be recorded in the balance sheet either as an
asset or a liability measured at its fair value through
earnings, with special accounting permitted for certain
qualifying hedges.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard
(SFAS) No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 142, which must be applied to fiscal years
beginning after December 15, 2001, modifies the accounting
and reporting of goodwill and intangible assets.
The pronouncement requires entities to discontinue the
amortization of goodwill, reallocate all existing goodwill
among its reporting segments based on criteria set by SFAS
No. 142 and perform initial impairment tests by applying a
fair-value-based analysis on the goodwill in each reporting
segment. Any impairment at the initial adoption date shall
be recognized as the effect of a change in accounting
principle. Subsequent to the initial adoption, goodwill
shall be tested for impairment annually or more frequently
if circumstances indicate a possible impairment.
Under SFAS No. 142, entities are required to determine
the useful life of other intangible assets and amortize the
value over the useful life. If the useful life is determined
to be indefinite no amortization will be recorded. For
intangible assets recognized prior to the adoption of SFAS
No. 142, the useful life should be reassessed. Other
intangible assets are required to be tested for impairment
in a manner similar to goodwill. At June 30, 2001, Enron's
goodwill related to consolidated entities was approximately $3.5
billion. Estimated annual amortization of such goodwill is
approximately $100 million. Enron is in the process of evaluating
the application of SFAS No. 142.
FINANCIAL CONDITION
Cash Flows
Six Months Ended
June 30,
(In Millions) 2001 2000
<s> <c> <c>
Cash provided by (used in):
Operating activities:
Operating activities excluding
net margin deposit activity $ 1,005 $ (197)
Net margin deposit activity (2,342) (350)
Operating activities $(1,337) $ (547)
Investing activities $(1,161) $(2,254)
Financing activities 1,971 3,231
Cash used in operating activities totaled $1,337 million
in the first half of 2001 as compared to $547 million in the
same period last year. Cash used in operating activities in
the first half of 2001 reflects cash provided by operations
and price risk management activities, offset by net cash
used related to margin deposit activity. Excluding net
margin deposit activity, cash provided by operating activity
was $1,005 million. Enron received significant cash deposits
as credit collateral during the fourth quarter of 2000 resulting
from volatility in the power and gas markets. During the first
six months of 2001, net deposits of $2,342 million were returned
as volatility in the commodity prices have declined. Net cash
used in operating activities in the first half of 2000 primarily
reflects net cash used in acquiring merchant assets and investments
and working capital requirements. Management anticipates cash from
operating activities in the second half of 2001 to be positively
impacted by reduced working capital requirements and overall
operating activities.
Cash used in investing activities totaled $1,161 million
in the first six months of 2001 as compared to $2,254
million in the same period of 2000. Cash used in the first
six months of 2001 reflects investments in unconsolidated equity
affiliates and capital expenditures. Investments in
unconsolidated equity affiliates in 2001 include the
acquisition of a company whose assets include a newsprint
mill and related assets, a power generation related entity
and the purchase of all publicly traded shares of Azurix
Corp. Capital expenditures in 2001 related to Wholesale
Services' energy network.
Cash provided by financing activities totaled $1,971
million in the first half of 2001 as compared to $3,231
million during the same period of 2000. The first half of
2001 includes the net issuances of short- and long-term debt
of $2,251, partially offset by payments of dividends.
Enron is able to fund its normal working capital
requirements mainly through operations or, when necessary,
through the utilization of credit facilities and its ability
to sell commercial paper and accounts receivable. Enron has
classified as short term, approximately $1.25 billion of
notes payable that is convertible at the option of the
noteholder into Enron Corp common stock. Proceeds, the
amount which is based on the market price of Enron common
stock for any conversion, may be paid either in cash or in
Enron common stock, depending on Enron's stock price at the
date of conversion. Based on current conditions, management
does not anticipate any of the notes to be converted.
CAPITALIZATION
Total capitalization at June 30, 2001 was $27.9
billion. Debt as a percentage of total capitalization
increased to 46.0% at June 30, 2001 as compared to 40.9% at
December 31, 2000. The increase in the ratio reflects
increased debt levels, including the issuance in January
2001 of $1.25 billion of notes payable and increased net
short-term borrowings in 2001, and the impact of the
decline in value of certain foreign currencies, partially
offset by earnings.
FINANCIAL RISK MANAGEMENT
Enron Wholesale's business offers price risk management
services primarily related to commodities associated with
the energy sector (natural gas, electricity, crude oil and
natural gas liquids). Broadband Services also offers price
risk management services to its customers. Enron's other
businesses also enter into forwards, swaps and other
contracts primarily for the purpose of hedging the impact of
market fluctuations on assets, liabilities, production and
other contractual commitments. Enron utilizes value at risk
measures that assume a one-day holding period and a 95%
confidence level. For a complete discussion of the types of
financial risk management products used by Enron, the types
of market risks associated with Enron's portfolio of
transactions, and the methods used by Enron to manage market
risks, see Enron's Annual Report on Form 10-K for the year
ended December 31, 2000.
Enron's value at risk for trading commodity price risk
increased to $79 million at June 30, 2001 as compared to $66
million at December 31, 2000. This increase is attributable
to increased price volatility both in the gas and power
markets combined with increased activity in anticipation of
the peak summer season.
Enron's value at risk for trading equity declined $11
million in the first six months of 2001 primarily as a
result of sales of merchant investments and decreased
volatility.
In addition, value at risk for non-trading interest rate
risk increased by $11 million in the first six months of
2001. This increase is a result of contracts to hedge
interest rate risks associated with Yen-denominated notes
issued by Enron during the second quarter of 2001.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Report and the Form 10-K include forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements
of historical facts contained in these documents are forward-
looking statements. Forward-looking statements include, but
are not limited to, statements relating to expansion
opportunities for the Transportation Services, extension of
Enron's business model to new markets and industries, demand
in the market for broadband services and high bandwidth
applications, transaction volumes in the U.S. power market,
commencement of commercial operations of new power plants
and pipeline projects, completion of the sale of certain
assets and growth in the demand for retail energy
outsourcing solutions. When used in this document, the
words "anticipate," "believe," "estimate," "expects,"
"intend," "may," "project," "plan," "should" and similar
expressions are intended to be among the statements that
identify forward-looking statements. Although Enron
believes that its expectations reflected in these forward-
looking statements are based on reasonable assumptions, such
statements involve risks and uncertainties and no assurance
can be given that actual results will be consistent with
these forward-looking statements. Important factors that
could cause actual results to differ materially from those
in the forward-looking statements herein include success in
marketing natural gas and power to wholesale customers; the
ability of Enron to penetrate new retail natural gas and
electricity markets (including energy outsourcing markets)
in the United States and foreign jurisdictions; development
of Enron's broadband network and customer demand for
intermediation and content services; the timing, extent and
market effects of deregulation of energy markets in the
United States, including the current energy market
conditions in California, and in foreign jurisdictions;
other regulatory developments in the United States and in
foreign countries, including tax legislation and
regulations; political developments in foreign countries;
the extent of efforts by governments to privatize natural
gas and electric utilities and other industries; the timing
and extent of changes in commodity prices for crude oil,
natural gas, electricity, foreign currency and interest
rates; the extent of success in acquiring oil and gas
properties and in discovering, developing, producing and
marketing reserves; the timing and success of Enron's
efforts to develop international power, pipeline and other
infrastructure projects; the effectiveness of Enron's risk
management activities; the ability of counterparties to
financial risk management instruments and other contracts
with Enron to meet their financial commitments to Enron; and
Enron's ability to access the capital markets and equity
markets during the periods covered by the forward-looking
statements, which will depend on general market conditions
and Enron's ability to maintain the credit ratings for its
unsecured senior long-term debt obligations.
PART II. OTHER INFORMATION
ENRON CORP. AND SUBSIDIARIES
ITEM 1. Legal Proceedings
See Part I. Item 1, Note 3 to Consolidated Financial
Statements entitled "Litigation and Other Contingencies,"
which is incorporated herein by reference.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Enron Corp. was
held on May 1, 2001 in Houston, Texas, for the purposes of
electing a board of directors; approving a proposed
amendment to Enron's Amended and Restated Articles of
Incorporation to increase the total number of authorized
shares of Common Stock from 1,200,000,000 to 2,400,000,000,
contingent upon certain conditions; approving the Amended
and Restated Enron Corp. 1991 Stock Plan (as amended and
restated effective May 1, 2001); the appointment of auditors
and voting on certain shareholder proposals described below.
Proxies for the meeting were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934 and there was
no solicitation in opposition to management's nominees.
(a) All of management's nominees for directors as listed in
the proxy statement were elected with the following vote:
Nominee Shares FOR Shares WITHHELD
<s> <c> <c>
Robert A. Belfer 639,538,731 6,982,509
Norman P. Blake, Jr. 640,117,095 6,404,145
Ronnie C. Chan 546,486,640 100,034,600
John H. Duncan 639,626,643 6,894,597
Wendy L. Gramm 631,721,679 14,799,561
Robert K. Jaedicke 639,767,551 6,753,689
Kenneth L. Lay 640,098,009 6,423,231
Charles A. LeMaistre 639,416,086 7,105,154
John Mendelsohn 639,844,439 6,676,801
Paulo V. Ferraz Pereira 640,071,804 6,449,436
Frank Savage 639,970,208 6,551,032
Jeffrey K. Skilling 640,118,885 6,402,355
John Wakeham 633,943,112 12,578,128
Herbert S. Winokur, Jr. 640,043,939 6,477,301
(b) The proposal, contingent upon Enron declaring a stock
split of at least 2-for-1 on or before May 1, 2003, to amend
Enron's Amended and Restated Articles of Incorporation to
increase the total number of authorized shares of Common
Stock from 1,200,000,000 to 2,400,000,000 was approved by
the following vote:
Shares FOR Shares AGAINST Shares ABSTAINING
634,485,158 8,355,896 3,680,186
(c) The Amended and Restated Enron Corp. 1991 Stock Plan
(as amended and restated effective May 1, 2001) was approved
by the following vote:
Shares FOR Shares AGAINST Shares ABSTAINING
572,910,613 68,211,644 5,398,983
(d) The appointment of Arthur Andersen LLP as independent
auditor was approved by the following vote:
Shares FOR Shares AGAINST Shares ABSTAINING
639,400,879 3,661,979 3,458,382
(e) The votes cast for the proposals from Brent
Blackwelder, Dianne Burnham, Hildegarde Hannum, and Eleanor
MacCracken (collectively, "Friends of the Earth"); General
Board of Pension and Health Benefits of The United Methodist
Church; Solidago Foundation; Agape Foundation; and Domini
Social Investments were as follows:
Shares FOR Shares AGAINST Shares ABSTAINING
38,976,823 457,230,799 39,138,546
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
ENRON CORP.
(Registrant)
Date: August 14, 2001 By: RICHARD A. CAUSEY
Richard A. Causey
Executive Vice President and Chief
Accounting Officer
(Principal Accounting Officer)