Consolidated Statements of Cash Flows

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				Years Ended December 31,
				2002					2001					2000
				(in millions)
		Cash Flows From Operating Activities
		Net income		$	1,034				$	1,898				$	1,776
		Adjustments to reconcile net income to net cash       provided by operating activities
		Depreciation and amortization			1,692					1,450					1,348
		Cumulative effect of change in accounting          principle			—					96					—
		Gains on sales of subsidiaries, equity          investment and assets			(81	)				(238	)				(621	)
		Provision on DENA’s California receivables			—					—					110
		Impairment charges			545					36					—
		Deferred income taxes			495					129					152
		Purchased capacity levelization			175					156					138
		Transition cost recoveries, net			—					—					82
		(Increase) decrease in
		Net realized and unrealized mark-to-market             and hedging transactions			596					91					(464	)
		Receivables			12					3,166					(5,167	)
		Inventory			134					(192	)				(100	)
		Other current assets			(335	)				694					(796	)
		Increase (decrease) in
		Accounts payable			798					(3,545	)				4,867
		Taxes accrued			(332	)				183					(439	)
		Interest accrued			23					28					64
		Other current liabilities			(217	)				297					1,116
		Other, assets			380					351					175
		Other, liabilities			(389	)				(243	)				(230	)
		Net cash provided by operating activities			4,530					4,357					2,011
		Cash Flows From Investing Activities
		Capital expenditures, net of cash acquired in       acquisitions			(4,924	)				(5,930	)				(4,568	)
		Investment expenditures			(641	)				(1,093	)				(966	)
		Acquisition of Westcoast Energy Inc., net of       cash acquired			(1,707	)				—					—
		Proceeds from sales of subsidiaries, equity       investment and assets			312					742					1,063
		Notes receivable			204					201					(158	)
		Other			(53	)				37					(87	)
		Net cash used in investing activities			(6,809	)				(6,043	)				(4,716	)
		Cash Flows From Financing Activities
		Proceeds from the
		Issuance of long-term debt			5,114					2,673					3,206
		Issuance of common stock and the exercise of          stock options			1,323					1,432					230
		Payments for the redemption of
		Long-term debt			(1,837	)				(1,298	)				(1,191	)
		Preferred and preference stock			(88	)				(33	)				(33	)
		Net change in notes payable and commercial       paper			(1,067	)				(246	)				1,484
		Distributions to minority interests			(2,260	)				(3,063	)				(4,769	)
		Contributions from minority interests			2,535					2,733					4,674
		Dividends paid			(938	)				(871	)				(828	)
		Other			64					27					(59	)
		Net cash provided by financing activities			2,846					1,354					2,714
		Net increase (decrease) in cash and       cash equivalents			567					(332	)				9
		Cash and cash equivalents at beginning of period			290					622					613
		Cash and cash equivalents at end of period		$	857				$	290				$	622
		Supplemental Disclosures
		Cash paid for interest, net of amount capitalized		$	1,011				$	733				$	817
		Cash paid for income taxes		$	344				$	770				$	1,177
		Acquisition of Westcoast Energy Inc.
	Fair value of assets acquired		$	9,254			$		—			$		—
	Liabilities assumed, including debt and          minority interests			8,047					—					—
	Issuance of common stock			1,702					—					—
	Non-cash Financing Activities
	Reclassification of preferred member interest          to debt		$	1,025			$	—			$	—

See Notes to Consolidated Financial Statements.