asset acquisitions - Jackson Walker LLP

and (ii) did not contain any untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary to make thestatements made therein, in the light of the circumstances under whichthey were made, not misleading, except for such statements, if any, ashave been modified by subsequent filings with the SEC prior to the datehereof. Each of the consolidated balance sheets included in orincorporated by reference into the Enron Reports (including the relatednotes and schedules) fairly presents in all material respects theconsolidated financial position of Enron and its consolidated Subsidiariesas of its date, and each of the consolidated statements of operations, cashflows and changes in shareholders' equity included in or incorporated byreference into the Enron Reports (including any related notes andschedules) fairly presents in all material respects the results of operations,cash flows or changes in shareholders' equity, as the case may be, ofEnron and its consolidated Subsidiaries for the periods set forth therein(subject, in the case of unaudited statements, to (x) such exceptions as maybe permitted by Form 10-Q of the SEC and (y) normal year-end auditadjustments which will not be material), in each case in accordance withgenerally accepted accounting principles consistently applied during theperiods involved, except as may be noted therein. The draft consolidatedbalance sheet of Enron and its consolidated Subsidiaries as of September30, 2001 (the “September 30, 2001 Balance Sheet”) included in the DraftThird Quarter Report (including the related notes and schedules) fairlypresents in all material respects the consolidated financial position ofEnron and its consolidated Subsidiaries as of that date, and theconsolidated statements of operations, cash flows and changes inshareholders' equity included in the Draft Third Quarter Report (includingany related notes and schedules) fairly presents in all material respects theresults of operations, cash flows or changes in shareholders' equity, as thecase may be, of Enron and its consolidated Subsidiaries for the period thenended (subject to (A) such exceptions as may be permitted by Form 10-Qof the SEC, (B) normal year-end audit adjustments which will not bematerial and (C) changes routinely anticipated in the preparation of thefinal Quarterly Report on Form 10-Q for the quarter ended September 30,2001 which will not be material), in each case in accordance withgenerally accepted accounting principles consistently applied during theperiods involved, except as may be noted therein. Except as and to theextent set forth in the September 30, 2001 Balance Sheet, neither Enronnor any of its Subsidiaries has any liabilities or obligations of any nature(whether accrued, absolute, contingent or otherwise) that would berequired to be reflected on, or reserved against in, a consolidated balancesheet of Enron and its consolidated Subsidiaries or in the notes theretoprepared in accordance with generally accepted accounting principlesconsistently applied, other than liabilities or obligations that were incurredin the ordinary course of business since September 30, 2001 and liabilitiesor obligations that do not and are not reasonably likely to have,3068472v1Appendix I – Page 2