SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 1-12473
ENRON CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction 76-0518948
of incorporation or organization) (IRS Employer Identification No.)
1400 Smith Street, Houston Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 853-6161
(Registrant's telephone number, including area code)
Securities registered pursuant Name of Exchange on which registered:
to Section 12(b) of the Act:
8.30% Trust Preferred Securities New York Stock Exchange
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
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.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
As of March 15, 2000, the registrant had an aggregate of
8,000,000 8.30% Trust Preferred Securities and 247,440 8.30%
Trust Common Securities outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART I
ITEM 1. BUSINESS.
Enron Capital Trust I (the "Trust") is a statutory
business trust created under the Delaware Business Trust
Act, as amended (the "Trust Act"), pursuant to an amended
and restated declaration of trust (the "Declaration") and
the filing of a certificate of trust with the Secretary of
State of the State of Delaware. On November 21, 1996, the
Trust completed its initial public offering of the Trust
Preferred Securities described below, as a result of which
the Trust's sole assets are 8,247,440 8.30% Partnership
Preferred Securities ($25 liquidation amount per security)
representing an 85% limited partnership interest in Enron
Preferred Funding, L.P., a Delaware limited partnership (the
"Partnership"). Ownership of the assets of the Trust is
evidenced by an aggregate of 8,000,000 8.30% Trust Preferred
Securities (the "Trust Preferred Securities"), which are
listed and traded on the New York Stock Exchange under the
symbol "ENE PrT", and 247,440 Trust Common Securities (the
"Trust Common Securities," and, together with the Trust
Preferred Securities, the "Trust Securities"), all of which
are owned by Enron Corp., an Oregon corporation ("Enron").
The Trust makes distributions on the Trust Securities to the
extent it receives distributions from the Partnership on the
Partnership Preferred Securities. Payments on the
Partnership Preferred Securities represent the sole source
of cash for the Trust. Distributions on the Trust Securities
are guaranteed by Enron, but only to the extent that the
Trust has available funds to pay such distributions. The
Trust was created for the sole purpose of issuing the Trust
Securities, investing the proceeds of such issuance in the
Partnership Preferred Securities and engaging in only those
other activities necessary or incidental thereto. The Trust
Securities are subject to redemption at any time on or after
December 31, 2001 or earlier in the event of certain tax
law changes or other events.
The general partner of the Partnership is Enron, which
owns a 15% general partnership interest in the Partnership.
Since completion of the offering of the Trust Preferred
Securities on November 21, 1996, the assets of the
Partnership have been invested primarily in a $181,926,000
principal amount 7.75% Subordinated Debenture due 2016 of
Enron (the "Enron Debenture") and $29,108,000 principal
amount 7.75% Debentures due 2016 of each of Enron Capital &
Trade Resources Corp. and Enron Pipeline Company (the
"Subsidiary Debentures" and, together with the Enron
Debenture, the "Debentures"), each of which is a wholly
owned subsidiary of Enron. The obligations under the
Subsidiary Debentures are guaranteed by Enron. The
respective issuers of the Debentures have certain rights to
elect to defer any payments of principal and interest on the
Debentures for up to five years at a time. In addition to
the Debentures, the Partnership owns an aggregate of
approximately $2,500,000 in short-term, investment grade
debt securities (the "Eligible Debt Securities"). Under
certain circumstances, upon repayment of one or more of the
Debentures, the assets of the Partnership may be reinvested
in one or more debt securities of Enron or its subsidiaries.
Payments of interest and principal on the Enron Debenture
and the Subsidiary Debentures (or the guarantees thereof)
and the Eligible Debt Securities are the sole source of
revenue for the Partnership. The Partnership pays
distributions to the Trust as holder of the Partnership
Preferred Securities when and if Enron, as the general
partner, determines to do so, although Enron has no
obligation to do so.
For more information concerning the Trust, the
Partnership and the rights of the holders of the Trust
Securities, see the Amended and Restated Declaration of
Trust relating to the Trust, the Amended and Restated
Agreement of Limited Partnership relating to the
Partnership, the Indentures relating to each of the
Debentures and the Guarantee Agreements of Enron with
respect to the Trust Preferred Securities, the Partnership
Preferred Securities and the Subsidiary Debentures, each of
which is included as an exhibit to this Form 10-K.
Enron Corp., an Oregon corporation, is an energy and
communications company with headquarters in Houston, Texas.
The common stock of Enron is traded on the New York Stock
Exchange under the symbol "ENE." Enron's operations are
conducted through its subsidiaries and affiliates which
are principally engaged in the transportation of natural
gas through pipelines to markets throughout the United
States; the generation, transmission and distribution
of electricity to markets in the northwestern United
States; the marketing of natural gas, electricity and
other commodities and related risk management and finance
services worldwide; the development, construction and
operation of power plants, pipelines and other energy
related assets worldwide; and the development of an
intelligent network platform to provide bandwidth
management services and deliver high bandwidth applications.
The location of the principal executive offices of the
Trust and the Partnership is c/o Enron Corp., 1400 Smith
Street, Houston, Texas 77002, and its phone number at such
address is (713) 853-6161.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
Not applicable.
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED SOCKHOLDER MATTERS.
The Trust Preferred Securities are listed on the New
York Stock Exchange ("NYSE") under the symbol "ENE PrT".
From November 21, 1996 through December 31, 1999, the
high and low sales prices of the Trust Preferred Securities
on the NYSE were $26.63 and $21.00, respectively. As of
March 15, 2000, the approximate number of holders of record
of the Trust Preferred Securities was 100. All of the Trust
Common Securities are held by Enron.
On December 31, 1996, the Trust made the first scheduled
regular quarterly distribution on the Trust Preferred
Securities of $0.23056 per Trust Preferred Security, such
initial distribution accruing from November 21, 1996, the
date of original issuance of the Trust Preferred Securities.
During 1999 and 1998, the Trust paid quarterly distributions
on the Trust Preferred Securities of $0.51875 per quarter,
and the Trust expects to continue to pay distributions on
the Trust Preferred Securities of $0.51875 per quarter to
the extent the Trust has funds available for the payment of
such distributions.
The Trust issued an aggregate of 247,440 Trust Common
Securities to Enron on November 21, 1996 in a transaction
exempt from the Securities Act of 1933 pursuant to Section
4(2) thereof.
ITEM 6. SELECTED FINANCIAL DATA (UNAUDITED).
<TABLE>
<CAPTION>
Period from Inception
Year Ended December 31, (November 18, 1996)
1999 1998 1997 to December 31, 1996
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Revenues $17,113 $17,113 $17,114 $1,901
Income from Continuing
Operations 17,113 17,113 17,114 1,901
Distributions 17,113 17,113 17,114 1,901
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
1999 1998 1997 1996
(In Thousands)
<S> <C> <C> <C> <C>
Total Assets $206,186 $206,186 $206,186 $206,186
Shareowners' Equity 206,186 206,186 206,186 206,186
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
On November 21, 1996, the Trust issued $200 million of
Trust Preferred Securities to the public. The Trust used
the proceeds from the offering combined with $6.2 million of
proceeds from the issuance of Trust Common Securities to
Enron to acquire Partnership Preferred Securities of the
Partnership. The proceeds received by the Partnership were
invested primarily in 20-year debentures of Enron and two
wholly-owned subsidiaries of Enron.
During 1999, 1998 and 1997, holders of the 8,000,000
Trust Preferred Securities were paid quarterly cash
distributions totaling $16.6 million per year. During 1999,
1998 and 1997, holders of the 247,440 Trust Common
Securities were paid quarterly cash distributions totaling
$0.5 million per year. On those same quarterly distribution
dates, the Trust received quarterly distributions from the
Partnership totaling $17.1 million per year for 1999, 1998
and 1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required hereunder is included in this
report as set forth in the "Index to Financial Statements"
on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
The Trust is administered by four trustees. Two of the
Trustees, Keith A. Crane and Phillip M. Sisneros (the
"Regular Trustees"), are employees of Enron or its subsidiaries.
The third trustee is The Chase Manhattan Bank, which is
unaffiliated with Enron and acts as indenture trustee for
purposes of compliance with the provisions of the Trust
Indenture Act (the "Property Trustee"). The fourth trustee,
Chase Manhattan Bank Delaware, is also unaffiliated with Enron
and serves as Delaware Trustee to fulfill a requirement of the
Trust Act.
ITEM 11. EXECUTIVE COMPENSATION.
The Regular Trustees are not compensated by the Trust or
Enron for their services as trustees. The Property Trustee
and Delaware Trustee are not compensated by the Trust but
are paid customary compensation for their services by Enron.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as described above under Item 1, the Trust is not
party to any transactions with affiliates.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
(a)(1) and (2) Financial Statements and Financial
Statement Schedules
See "Index to Financial Statements" set forth on page F-1.
(a)(3) List of Exhibits
4.1 Certificate of Trust (incorporated by reference to
Exhibit 4(a) of the Registration Statement on Form
S-1 of the Trust (No. 333-184967)).
4.2 Amended and Restated Declaration of Trust dated as
of November 18, 1996 (incorporated by reference to
Exhibit 4.2 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.3 Amended and Restated Agreement of Limited
Partnership of Enron Preferred Funding L.P. dated
as of November 21, 1996 (incorporated by reference
to Exhibit 4.3 to Enron Capital Trust I Form 10-K
for the year ended 1996).
4.4 Trust Preferred Guarantee Agreement dated as of
November 21, 1996 (incorporated by reference to
Exhibit 4.4 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.5 Partnership Preferred Guarantee Agreement dated as
of November 21, 1996 (incorporated by reference to
Exhibit 4.5 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.6 Indenture dated as of November 21, 1996 relating
to the Enron's 7.75% Subordinated Debentures due
2016 (incorporated by reference to Exhibit 4.6 to
Enron Capital Trust I Form 10-K for the year ended
1996).
4.7 Indenture dated as of November 21, 1996 relating
to Enron Pipeline Company's 7.75% Debentures due
2016 (incorporated by reference to Exhibit 4.7 to
Enron Capital Trust I Form 10-K for the year ended
1996).
4.8 Indenture dated as of November 21, 1996 relating
to the Enron Capital & Trade Resources Corp. 7.75%
Debentures due 2016 (incorporated by reference to
Exhibit 4.8 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.9 Guarantee Agreement of Enron dated as of November
21, 1996 relating to Enron Pipeline Company's
7.75% Debentures due 2016 (incorporated by
reference to Exhibit 4.9 to Enron Capital Trust I
Form 10-K for the year ended 1996).
4.10 Guarantee Agreement of Enron dated as of
November 21, 1996 relating to Enron Capital &
Trade Resources Corp. 7.75% Debentures due 2016
(incorporated by reference to Exhibit 4.10 to
Enron Capital Trust I Form 10-K for the year ended
1996).
4.11 Form of certificate representing Trust Preferred
Securities (included in Exhibit 4.2)
27 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ENRON CAPITAL TRUST I
Financial Statements of Enron Capital Trust I Page
Report of Independent Public Accountants F-2
Income Statement for the years ended December 31,
1999, 1998 and 1997 F-3
Balance Sheet as of December 31, 1999 and 1998 F-4
Statement of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 F-5
Statement of Changes in Shareowners' Equity for the
years ended December 31, 1999, 1998 and 1997 F-6
Notes to the Financial Statements F-7
Exhibit 99 - Financial Statements of Enron Preferred
Funding, L.P. F-10
Financial Statement Schedules
Financial statement schedules have been omitted because
they are inapplicable as the information required therein is
included elsewhere in the financial statements or notes
thereto.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners of Enron Capital Trust I:
We have audited the accompanying balance sheet of Enron
Capital Trust I (a Delaware statutory business trust) as of
December 31, 1999 and 1998, and the related statements of
income, cash flows and changes in shareowners' equity for
the years ended December 31, 1999, 1998 and 1997. These
financial statements are the responsibility of the Enron
Capital Trust I's management. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Enron Capital Trust I as of December 31, 1999
and 1998, and the results of its operations and its cash
flows for the years ended December 31, 1999, 1998 and 1997,
in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Houston, Texas
March 28, 2000
<PAGE>
<TABLE>
Enron Capital Trust I
Income Statement
(In Thousands)
<CAPTION>
Year Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Revenues from Partnership
Preferred Securities $17,113 $17,113 $17,114
Net Income $17,113 $17,113 $17,114
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
Enron Capital Trust I
Balance Sheet
(In Thousands)
<CAPTION>
As of December 31,
1999 1998
ASSETS
<S> <C> <C>
Investment in Limited Partnership Interest $206,186 $206,186
Total Assets $206,186 $206,186
SHAREOWNERS' EQUITY
Shareowners' Equity
Trust Preferred Securities -
authorized, issued and outstanding
8,000,000 securities, $25 liquidation
value $200,000 $200,000
Trust Common Securities -
authorized, issued and outstanding
247,440 securities, $25 liquidation
value 6,186 6,186
Total Shareowners' Equity $206,186 $206,186
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
Enron Capital Trust I
Statement of Cash Flows
(In Thousands)
<CAPTION>
Year Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Reconciliation of Net Income to Net
Cash Provided by Operating Activities
Net Income $ 17,113 $ 17,113 $ 17,114
Net Cash Provided by Operating
Activities 17,113 17,113 17,114
CASH FLOW FROM INVESTING ACTIVITIES:
Net Cash Provided by (Used in)
Investing Activities - - -
CASH FLOW FROM FINANCING ACTIVITIES:
Dividends Paid (17,113) (17,113) (17,114)
Net Cash Used in Financing Activities (17,113) (17,113) (17,114)
Increase (Decrease) in Cash and
Cash Equivalents - - -
Cash and Cash Equivalents,
Beginning of Period - - -
Cash and Cash Equivalents,
End of Period $ - $ - $ -
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
Enron Capital Trust I
Statement of Changes in Shareowners' Equity
(In Thousands)
<CAPTION>
Year Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Trust Preferred Securities
Balance, Beginning of Period $200,000 $200,000 $200,000
Balance, End of Period 200,000 200,000 200,000
Trust Common Securities
Balance, Beginning of Period 6,186 6,186 6,186
Balance, End of Period 6,186 6,186 6,186
Retained Earnings
Balance, Beginning of Period - - -
Net Income 17,113 17,113 17,114
Dividends:
Trust Preferred Securities (16,600) (16,600) (16,600)
Trust Common Securities (513) (513) (514)
Balance, End of Period $ - $ - $ -
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE TRUST
Enron Capital Trust I (the "Trust") is a statutory
business trust created under the Delaware Business Trust
Act. Ownership of the assets of the Trust is evidenced by
an aggregate of 8,000,000 8.30% Trust Preferred Securities
(the "Trust Preferred Securities"), which are listed and
traded on the New York Stock Exchange under the symbol "ENE
PrT", and 247,440 Trust Common Securities (the "Trust Common
Securities" and, together with the Trust Preferred
Securities, the "Trust Securities"), all of which are owned
by Enron Corp. ("Enron"). The Trust's sole assets are
8,247,440 8.30% Partnership Preferred Securities ($25
liquidation amount per security) representing an 85% limited
partnership interest in Enron Preferred Funding, L.P. (the
"Partnership"). The Trust and the Partnership are
consolidated subsidiaries of Enron for financial accounting
purposes. The Trust makes distributions on the Trust
Securities to the extent it receives distributions from the
Partnership on the Partnership Preferred Securities, which
represents the sole source of cash for the Trust. Enron is
obligated to pay all fees and expenses of the Trust and the
Partnership.
The Trust was created for the sole purpose of issuing the
Trust Securities, investing the proceeds of such issuance in
the Partnership Preferred Securities and engaging in only
those other activities necessary or incidental thereto.
Of the four trustees for the Trust, two are employees or
officers of Enron or its affiliates ("the Regular
Trustees"), one is a financial institution that acts as
indenture trustee for purposes of compliance with the Trust
provisions and one is an entity that maintains its principal
place of business in Delaware for the purposes of compliance
with the Business Trust Act. The Regular Trustees are
authorized and directed to conduct the affairs of and to
operate the Trust. Enron, at its discretion as holder of
the Trust Common Securities, may appoint, remove or replace
the trustees.
In the event of liquidation of the Trust, holders are
entitled to receive $25 per Trust Preferred Security plus
any accrued and unpaid distributions (together the "Trust
Liquidation Distribution"), unless Partnership Preferred
Securities are distributed to such holders. If the Trust
has insufficient assets to pay the Trust Liquidation
Distribution in full, then the holders of the Trust
Preferred Securities will receive distributions on a pro
rata basis. The holders of the Trust Common Securities are
entitled to receive distributions on liquidation pro rata
with the holders of the Trust Preferred Securities, except
that under certain events of default the holders of the
Trust Preferred Securities will have preference over the
holders of the Trust Common Securities with respect to
payments upon liquidation of the Trust.
2. DESCRIPTION OF THE PARTNERSHIP
The general partner of the Partnership is Enron, which
owns a 15% general partnership interest in the Partnership.
Since completion of the offering of the Trust Preferred
Securities on November 21, 1996, the assets of the
Partnership have been invested primarily in a $181,926,000
principal amount 7.75% Subordinated Debenture due 2016 of
Enron (the "Enron Debenture") and $29,108,000 principal
amount 7.75% Debentures due 2016 (the "Subsidiary
Debentures" and, together with the Enron Debenture, the
"Debentures") of each of Enron Capital & Trade Resources
Corp. and Enron Pipeline Company, each of which is a wholly-
owned subsidiary of Enron. The obligations under the
Subsidiary Debentures are guaranteed by Enron. The
respective issuers of the Debentures have certain rights to
elect to defer any payments of principal and interest on the
Debentures for up to five years at a time. In addition to
the Debentures, the Partnership owns an aggregate of
approximately $2,500,000 in short-term, investment grade
debt securities (the "Eligible Debt Securities") as of
December 31, 1999 and 1998. Under certain circumstances,
upon repayment of one or more of the Debentures, the assets
of the Partnership may be reinvested in one or more debt
securities of Enron or its subsidiaries. Payments of
interest on the Debentures (or the guarantees thereof) and
the Eligible Debt Securities are the sole source of revenue
for the Partnership. The Partnership pays distributions to
the Trust as holder of the Partnership Preferred Securities
when and if Enron, as the general partner, determines to do
so.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The Trust, as the limited
partner of the Partnership, accounts for its investment in
the Partnership under the equity method.
Use of Estimates. 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, 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.
4. INCOME TAXES
The Trust is classified for U.S. federal income tax
purposes as a grantor trust. For U.S. federal income tax
purposes, the Trust is a non-taxable entity and each holder
of Trust Preferred Securities and Trust Common Securities is
considered the owner of an individual interest in the
Partnership Preferred Securities held by the Trust, and each
holder is required to include in its gross income its
distributive share of income attributable to the
Partnership, which generally is equal to such holder's
allocable share of amounts accrued on the Partnership
Preferred Securities. Accordingly, no recognition has been
given to income taxes in the accompanying financial
statements.
5. DISTRIBUTIONS
Holders of the Trust Securities are entitled to receive
quarterly cash distributions at an annual rate of 8.30%.
Distributions on the Trust Preferred Securities are
guaranteed by Enron, but only to the extent that the Trust
has available funds to pay such distributions. Any
distributions not paid on the scheduled payment date will
accumulate and compound quarterly at a rate per annum equal
to 8.30%.
Neither the Trust Preferred Securities nor the
Partnership Preferred Securities have any scheduled maturity
but are subject to redemption at any time, upon not less
than 30 nor more than 60 days notice, on or after December
31, 2001 or earlier in the event of certain tax law changes
or other events.
6. SUMMARIZED FINANCIAL INFORMATION OF THE PARTNERSHIP
Summarized financial information for the Partnership,
accounted for by the equity method, is as follows (in
thousands):
<TABLE>
<CAPTION>
December 31,
Balance Sheet 1999 1998
<S> <C> <C>
Current Assets $ 2,503 $ 2,498
Noncurrent Assets 240,142 240,142
Shareowners' Equity 242,645 242,640
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31,
Income Statement 1999 1998 1997
<S> <C> <C> <C>
Revenues $18,744 $18,739 $18,761
Net Income 18,744 18,739 18,761
</TABLE>
<PAGE>
Exhibit 99 - FINANCIAL STATEMENTS OF ENRON PREFERRED
FUNDING, L.P.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Enron Preferred Funding, L.P.:
We have audited the accompanying balance sheet of Enron
Preferred Funding, L.P. (a Delaware limited partnership) as
of December 31, 1999 and 1998, and the related statements of
income, cash flows and changes in shareowners' equity for
the years ended December 31, 1999, 1998 and 1997. These
financial statements are the responsibility of the Enron
Preferred Funding, L.P.'s management. Our responsibility is
to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States. Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Enron Preferred Funding, L.P. as of December 31,
1999, and 1998, and the results of its operations and its
cash flows for the years ended December 31, 1999, 1998 and
1997, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Houston, Texas
March 28, 2000
<PAGE>
<TABLE>
Enron Preferred Funding, L.P.
Income Statement
(In Thousands)
<CAPTION>
Year Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Interest Income $18,744 $18,739 $18,761
Net Income $18,744 $18,739 $18,761
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
Enron Preferred Funding, L.P.
Balance Sheet
(In Thousands)
<CAPTION>
As of December 31,
1999 1998
ASSETS
<S> <C> <C>
Cash and Cash Equivalents $ 2,503 $ 2,498
Notes Receivable 240,142 240,142
Total Assets $242,645 $242,640
LIABILITIES AND SHAREOWNERS' EQUITY
Shareowners' Equity
Partnership Preferred Securities -
authorized, issued and outstanding
8,247,440 securities, $25 liquidation
value $206,186 $206,186
General Partner Contribution 36,386 36,386
Retained Earnings 73 68
Total Liabilities and Shareowners' Equity $242,645 $242,640
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
Enron Preferred Funding, L.P.
Statement of Cash Flows
(In Thousands)
<CAPTION>
Year Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Reconciliation of Net Income to Net
Cash Provided by Operating Activities
Net Income $ 18,744 $ 18,739 $ 18,761
Net Cash Provided by Operating Activities 18,744 18,739 18,761
CASH FLOW FROM INVESTING ACTIVITIES:
Net Cash Used in Investing Activities - - -
CASH FLOW FROM FINANCING ACTIVITIES:
Dividends Paid (18,739) (18,671) (18,928)
Net Cash Used in Financing Activities (18,739) (18,671) (18,928)
Increase (Decrease) in Cash and
Cash Equivalents 5 68 (167)
Cash and Cash Equivalents,
Beginning of Period 2,498 2,430 2,597
Cash and Cash Equivalents,
End of Period $ 2,503 $ 2,498 $ 2,430
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
Enron Preferred Funding, L.P.
Statement of Changes in Shareowners' Equity
(In Thousands)
<CAPTION>
Year Ended December 31,
1999 1998 1997
<S> <C> <C> <C>
Partnership Preferred Securities
Balance, Beginning of Period $206,186 $206,186 $206,186
Balance, End of Period 206,186 206,186 206,186
General Partner Contribution
Balance, Beginning of Period 36,386 36,386 36,386
Balance, End of Period 36,386 36,386 36,386
Retained Earnings
Balance, Beginning of Period 68 - 167
Net Income 18,744 18,739 18,761
Dividends:
Partnership Preferred Securities (17,113) (17,113) (17,114)
General Partner (1,626) (1,558) (1,814)
Balance, End of Period $ 73 $ 68 $ -
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PARTNERSHIP
Enron Preferred Funding, L.P. (the "Partnership") is a
limited partnership that was formed on November 21, 1996 in
connection with the creation of Enron Capital Trust I (the
"Trust"). Pursuant to the certificate of limited
partnership, as amended, and the Limited Partnership
Agreement, Enron Corp. ("Enron") is the sole general partner
of the Partnership.
On November 21, 1996 the Partnership issued $206.2
million of Partnership Preferred Securities to the Trust.
The Trust is the sole limited partner of the Partnership.
The Trust and the Partnership are consolidated subsidiaries
of Enron for financial accounting purposes. The
Partnership, in turn, used proceeds from the issuance of the
Partnership Preferred Securities and general partner
contributions of $36.4 million to invest primarily in 20-
year debentures of Enron and two wholly-owned subsidiaries
of Enron (the "Debentures"). In addition to the Debentures,
the Partnership owns an aggregate of approximately $2.5
million in short-term, investment grade debt securities as
of December 31, 1999 and 1998. Interest and principal
payments related to the Debentures issued by Enron's
subsidiaries have been guaranteed, on a subordinated basis,
by Enron.
The Partnership Preferred Securities, which have no
scheduled maturity date, are redeemable at the option of
Enron, upon notice and in whole or in part, on or after
December 31, 2001 or earlier in the event of certain tax law
changes or other events, at $25 per Partnership Preferred
Security plus any accrued unpaid distributions.
In the event of liquidation of the Partnership, holders
of the Partnership Preferred Securities are entitled to
receive $25 per Partnership Preferred Security plus any
accrued and unpaid distributions, before any distribution is
made to Enron as general partner.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition. Interest income on the Debentures
is recorded on the accompanying Income Statement when due
from Enron and its wholly-owned subsidiaries.
Cash and Cash Equivalents. The Partnership considers all
highly liquid investments with an original maturity of three
months or less to be cash equivalents.
Use of Estimates. 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, 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.
3. ADMINISTRATION OF THE PARTNERSHIP
The Partnership is managed by Enron and exists for the
sole purpose of (i) issuing its partnership interest, (ii)
investing the proceeds thereof in Debentures and to a lesser
extent, certain short-term investments and (iii) engaging in
only those other activities necessary or incidental thereto.
To the extent that aggregate payments to the Partnership on
the Debentures and investments exceed distributions payable
with respect to the Partnership Preferred Securities, the
Partnership may at times have excess funds which shall be
allocated to and may, in Enron's sole discretion, be
distributed to Enron. Enron is obligated to pay all fees
and expenses of the Trust and the Partnership.
4. INCOME TAXES
The Partnership is classified for U.S. federal income tax
purposes as a limited partnership. The profit or loss of
the Partnership for federal income tax purposes is included
in the income tax returns of the partners. Accordingly, no
recognition has been given to income taxes in the
accompanying financial statements.
5. DISTRIBUTIONS
Holders of Partnership Preferred Securities are entitled
to receive cumulative cash distributions if, as and when
declared by Enron in its sole discretion out of assets of
the Partnership legally available for payment. The
distributions payable on each Partnership Preferred Security
will be fixed at a rate per annum of 8.30% of the stated
liquidation preference of $25 per Partnership Preferred
Security. Distributions on the Partnership Preferred
Securities are guaranteed by Enron to the extent that the
Partnership has available funds to pay such distributions.
Distributions not paid on the scheduled payment date will
accumulate and compound quarterly at the rate per annum
equal to 8.30%.
6. DEBENTURE RECEIVABLE FROM AFFILIATES
The Debentures (due 2016) bear interest at 7.75% per
annum and are guaranteed by Enron (see Note 1). Of the
Debentures purchased, $181.9 million are obligations of
Enron, $29.1 million are obligations of an affiliate,
Enron Capital & Trade Resources Corp., and another
$29.1 million are obligations of another affiliate,
Enron Pipeline Company. The Debentures contain
redemption provisions that correspond to those applicable to
the Partnership Preferred Securities. As of December 31,
1999 and 1998, based on the discounted present value of cash
flows, the estimated fair value of the Debentures was $238.5
million and $257.8 million, respectively. Judgment is
necessarily required in interpreting market data and the use
of different market assumptions or estimation methodologies
may affect the estimated fair value amounts.
<PAGE>
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 CAPITAL TRUST I
(Registrant)
Date: March 29, 2000 By: PHILLIP M. SISNEROS
Name: Phillip M. Sisneros
Title: Regular Trustee
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the Registrant and in the
capacities indicated as of March 29, 2000.
Name Title
KEITH A. CRANE Regular Trustee
Keith A. Crane
PHILLIP M. SISNEROS Regular Trustee
Phillip M. Sisneros
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 206,186
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
200,000
<COMMON> 6,186
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 206,186
<SALES> 0
<TOTAL-REVENUES> 17,113
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,113
<INCOME-PRETAX> 17,113
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,113
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
