Subject: CREDIT SUISSE FIRST BOSTON-Enron Corp.10Q Info Consistent With Plusses For DYN In Deal
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Date: Tue, 20 Nov 2001 06:56:12 -0800 (PST)

This research has been provided to First Union Securities through an arranged relationship with Credit Suisse First Boston(CSFB). Any questions should be directed through your First Union Securities Financial Consultant. Any contact of a CS First Boston analyst or any other CS First Boston representative is strictly prohibited.
THIS FIRST CALL NOTE MUST BE SHOWN IN ITS ENTIRETY, INCLUDING ALL DISCLAIMERS.

CREDIT SUISSE FIRST BOSTON CORPORATION
Equity Research
Americas
Multi Utilities
Curt Launer         212/538-4269     [email-masked]
Philip Salles       212/538-4221     [email-masked]
Andy DeVries        212/325-2518     [email-masked]

STRONG BUY
Target Price: 25.00 (US$)
Enron Corp. (ENE)
10Q Info Consistent With Plusses For DYN In Deal

Summary

ENE filed its 3Q'01 10Q last night with information ranging from updates on
accounting restatements, balance sheet details and discussions of off-balance
sheet obligations.

Important disclosures were made related to acceleration of debt repayment due to
recent credit rating downgrades, reduced 4Q'01 eps expectations and liquidity.

ENE has $690 million in debt due on Nov 27 because of recent downgrades. We
expect this obligation to be renegotiated, satisfied out of the current cash
position of $1.5 billion or collateralized.

A reduction in 4Q'01 eps expectations because of ENE issues and other items was
part of our recent estimate reduction from $0.48 to $0.40 for 4Q'01, (before
non-
recurring items) discussed in a report dated Nov 5, 2001. We now expect 4Q eps
to be in a $0.25-$0.35 range.

Also in the 10Q, ENE describes other items discussed in the conference call of
Nov 14 including $8 billion of "non-core" (principally international and
broadband assets) that are for sale, an ability to issue $2 billion of
additional equity before the Dynegy (DYN, 43.60, Strong Buy) deal closes and a
total debt balance of $16.3 billion ($13.0 "on balance sheet" and $3.3 billion
"off balance sheet").

The "material adverse change (MAC)" clause in the DYN/ENE deal was described as
considered if other ENE liabilities (primarily litigation) exceed $2 billion net
of insurance or reserves. If an additional $1.5 billion in liabilities is
assessed a MAC is deemed to have occurred.

In assessing a 90% probability that the DYN/ENE deal will be completed, we note
that ENE is not a going concern without it, DYN demonstrably benefits by it
(please see report dated Nov 9,'01) and Chevron/Texaco (CVX, 82.91) supports it.
In our view, positive comments by CVX yesterday, and the $1.5 billion cash
infusion to ENE from CVX on Nov 13, add to the support shown for the deal.

We continue to rate DYN Strong Buy because of its earnings and valuation upside
potential in this deal. Our current eps est for DYN of $2.55 for '02 moves to
$3.25 or higher with a completed deal. Our DYN target price of $54 is subject to
upward revision as well. For ENE, our Strong Buy rating expects that the deal
spread, currently about 30% will narrow as progress is made toward a closing.

The author's immediate family owns less than 250 shares of ENE.

Price        Target                     Mkt. Value 52-Week
19 Nov 01    (12 Months)      Div       Yield(%)   ($m) Price Range
9.06($)      25.00($) 0.50    5.4%      6,928.68   84.63 - 8.41
             Annual   Prev.   Abs.      Rel.       EBIDAX   EV/
             EPS($)   EPS     P/E(x)    P/E(%)     ($m) EBIDAX(x)
12/02E       1.60             5.8
12/01E       1.80             5.1
12/00A       1.47             6.3
             Q1       Q2      Q3        Q4
2002E
2001E        0.47     0.45    0.43      0.45
2000A        0.45     0.34    0.34      0.41
ROGIC(12/00A %)       8.1%
Net debt(12/00A $m)   11,965.0
Net debt/Total cap.(12/00A %) 44.4%
Book value/share(12/00A)      13.18
Number of Shares(m)   749.86
1On 11/19/01 the S&P 500 index closed at 1151.06.
2Economic profit trend.

Enron is one of the world's leading electricity, natural gas and communications
companies.

Enron is one of the world's leading electricity, natural gas and communications
companies.

N.B.: CREDIT SUISSE FIRST BOSTON CORPORATION may have, within the last three
years, served as a manager or co-manager of a public offering of securities for
or makes a primary market in issues of any or all of the companies mentioned.

CREDIT SUISSE FIRST BOSTON CORPORATION CREDIT SUISSE FIRST BOSTON CORPORATION

Curt Launer         212/538-4269     [email-masked]

CREDIT SUISSE FIRST BOSTON CORPORATION  CREDIT SUISSE FIRST BOSTON CORPORATION

Copyright (c) CREDIT SUISSE FIRST BOSTON, and its subsidiaries and affiliates,
2001. All rights reserved.

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