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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from
the Provisions of the Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
_________________________________________________________________________
PG&E CORPORATION
hereby files with the Securities and Exchange Commission, pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and submits
the following information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt
wholesale generator ("EWG") or foreign utility company in which
claimant directly or indirectly holds an interest.
1.1. PG&E Corporation ("Claimant")
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Claimant, incorporated under the laws of the State of
California, is a holding company formed by Pacific Gas
and Electric Company, a public utility. On January 1,
1997, Claimant became the parent of Pacific Gas and
Electric Company pursuant to a corporate reorganization
plan. Claimant is also the parent of nonutility
subsidiaries formerly owned by Pacific Gas and Electric
Company.
1.2. Subsidiaries
1.2.1. Pacific Gas and Electric Company
77 Beale Street
P.O. Box 770000
San Francisco, CA 94177
Pacific Gas and Electric Company, incorporated under the
laws of the State of California, is a wholly owned
subsidiary of Claimant. Pacific Gas and Electric Company
is an operating public utility engaged principally in
the business of supplying electric and natural gas
service throughout most of Northern and Central
California.
1.2.1.1. Alberta and Southern Gas Co. Ltd.
1500 Bankers Hall
855 Second Street., SW
Calgary, Alberta T2P 4J7
Alberta and Southern Gas Co. Ltd., incorporated under
the laws of Alberta, is a wholly owned Canadian
subsidiary of Pacific Gas and Electric Company. Alberta
and Southern Gas Co. Ltd. formerly purchased natural gas
in Canada for the California market.
1.2.1.1.1. Alberta and Southern Gas Marketing, Inc.
1500 Bankers Hall
855 Second Street., SW
Calgary, Alberta T2P 4J7
Alberta and Southern Gas Marketing, Inc. is a wholly
owned subsidiary of Alberta and Southern Gas Co. Ltd.
Alberta and Southern Gas Marketing, Inc. formerly
marketed natural gas in non-California markets.
1.2.1.2. Mission Trail Insurance (Cayman) Ltd.
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P.O. Box 1051 Georgetown
Grand Cayman, Cayman Islands, BWI
Mission Trail Insurance (Cayman) Ltd., incorporated
under the laws of the Cayman Islands, is a wholly owned
subsidiary of Pacific Gas and Electric Company.
Mission Trail Insurance (Cayman) Ltd. underwrites
various classes of insurance for Pacific Gas and
Electric Company and its subsidiaries and affiliates.
1.2.1.3. Natural Gas Corporation of California
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Natural Gas Corporation of California, incorporated under
the laws of the State of California, is a wholly owned
subsidiary of Pacific Gas and Electric Company. Natural
Gas Corporation of California acts as the vehicle for the
amortization of certain regulatory assets.
1.2.1.3.1. NGC Production Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
NGC Production Company, incorporated under the laws of
the State of California, is a wholly owned subsidiary
of Natural Gas Corporation of California. NGC
Production Company facilitates project financing for
Natural Gas Corporation of California's capital
requirements.
1.2.1.3.2. Alaska Gas Exploration Associates
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Alaska Gas Exploration Associates, incorporated under
the laws of the State of California, is 50% owned by
Natural Gas Corporation of California.
1.2.1.4. Pacific Conservation Services Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Conservation Services Company, incorporated
under the laws of the State of California, is a wholly
owned subsidiary of Pacific Gas and Electric Company.
Pacific Conservation Services Company engages in
borrowing and lending operations required to fund
Pacific Gas and Electric Company conservation loan
programs.
1.2.1.5. Calaska Energy Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Calaska Energy Company, incorporated under the laws of
the State of California, is a wholly owned subsidiary of
Pacific Gas and Electric Company. Calaska Energy
Company was Pacific Gas and Electric Company's
representative in the Alaska Highway Pipeline Project,
which was formed to bring Prudhoe Bay natural gas to the
lower 48 states.
1.2.1.6. Eureka Energy Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Eureka Energy Company, incorporated under the laws of
the State of California, is a wholly owned subsidiary of
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Pacific Gas and Electric Company. Eureka Energy Company
owns land in San Luis Obispo County.
1.2.1.7. Standard Pacific Gas Line, Inc.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Standard Pacific Gas Line, Inc., incorporated under the
laws of the State of California, is a subsidiary of
Pacific Gas and Electric Company. Standard Pacific Gas
Line, Inc. transports natural gas in California. Pacific
Gas and Electric Company owns a 85.71% interest, and
Chevron Pipe Line Company owns the remaining 14.29%
interest.
1.2.1.8. Pacific California Gas System, Inc.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific California Gas System, Inc., incorporated under
the laws of the State of California, is a wholly owned
subsidiary of Pacific Gas and Electric Company. Pacific
California Gas System, Inc. was created to hold
intrastate gas pipeline operations.
1.2.1.9. Pacific Energy Fuels Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Energy Fuels Company, incorporated under the
laws of the State of California, is a wholly owned
subsidiary of Pacific Gas and Electric Company. Pacific
Energy Fuels Company owns and finances nuclear fuel
inventory.
1.2.1.10. Pacific Gas Properties Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Gas Properties Company, incorporated under the
laws of the State of California, is a wholly owned
subsidiary of Pacific Gas and Electric Company. Pacific
Gas Properties Company owns California property.
1.2.1.10.1. Pacific Properties
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Properties, incorporated under the laws of
the State of California, is 50% owned by Pacific Gas
Properties Company. Pacific Properties owns
California property.
1.2.1.11. Chico Commons, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Chico Commons, L.P., a California partnership, is 41%
owned by Pacific Gas and Electric Company as a limited
partner. Chico Commons, L.P. was created to construct
and own low income housing.
1.2.1.12. PG&E Capital I
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
PG&E Capital I, a business trust, is 3% owned by
Pacific Gas and Electric Company. PG&E Capital I was
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formed as a special purpose financing vehicle for the
purpose of issuing deferrable income securities.
1.2.1.13. PG&E Funding, LLC
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
PG&E Funding, LLC, incorporated under the laws of the
State of Delaware, is a wholly owned subsidiary of
Pacific Gas and Electric Company. PG&E Funding, LLC is
a special purpose financing vehicle formed for the
purpose of issuing rate reduction bonds.
1.2.1.14. 201 Turk Street, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
201 Turk Street, L.P., a California partnership, is
32.4% owned by Pacific Gas and Electric Company as a
limited partner. 201 Turk Street, L.P. was created to
construct and own a low income housing project.
1.2.1.15. 1989 Oakland Housing Partnership Associates, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
1989 Oakland Housing Partnership Associates, L.P., a
California partnership, is owned 40% by Pacific Gas and
Electric Company as a limited partner. 1989 Oakland
Housing Partnership Associates, L.P. was created to
construct and own low income housing.
1.2.1.16. 1992 Oakland Housing Partnership Associates, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
1992 Oakland Housing Partnership Associates, L.P., a
California partnership, is owned 17% by Pacific Gas and
Electric Company as a limited partner. 1992 Oakland
Housing Partnership Associates, L.P. was created to
construct and own low income housing.
1.2.1.17. 1994 Oakland Regional Housing Partnership Associates,
L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
1994 Oakland Regional Housing Partnership Associates,
L.P., a California partnership, is owned 12% by
Pacific Gas and Electric Company as a limited partner.
1994 Oakland Regional Housing Partnership Associates,
L.P. was created to construct and own low income
housing.
1.2.1.18. California Pacific Housing Fund Partnership, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
California Pacific Housing Fund Partnership, L.P., a
California partnership, is owned 99% by Pacific Gas and
Electric Company as a limited partner. California
Pacific Housing Fund Partnership, L.P., invests in
projects that construct and own low income housing.
1.2.1.19. Merritt Community Capital Fund V, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
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Merritt Community Capital Fund V, L.P., a California
partnership, is owned 2.2% by Pacific Gas and Electric
Company as a limited partner. Merritt Community
Capital Fund V, L.P., was created to construct and own
low income housing.
1.2.1.20. Schoolhouse Lane Apartments, L.P.
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Schoolhouse Lane Apartments, L.P., a California
partnership, is owned 99% by Pacific Gas and Electric
Company as a limited partner. Schoolhouse Lane
Apartments, L.P., was created to construct and own low
income housing.
1.2.2. PG&E Gas Transmission Corporation, formerly PG&E Gas
Holdings ("Gas Transmission")
77 Beale Street
San Francisco, CA 94105
Gas Transmission, incorporated under the laws of the State
of California, is a gas holding company and is a wholly
owned subsidiary of Claimant.
1.2.2.1. PG&E Gas Transmission, Northeast Corporation
2100 SW River Parkway
Portland, Oregon 97201
PG&E Gas Transmission, Northeast Corporation,
incorporated under the laws of the State of California,
is a wholly owned subsidiary of Gas Transmission. PG&E
Gas Transmission, Northeast Corporation was created to
pursue business opportunities in the United States
(U.S.) Northeast.
1.2.2.2. PG&E Gas Transmission, Northwest Corporation (formerly
Pacific Gas Transmission Company)
2100 SW River Parkway
Portland, Oregon 97201
PG&E Gas Transmission, Northwest Corporation,
incorporated under the laws of the State of California,
is a wholly owned subsidiary of Gas Transmission. PG&E
Gas Transmission, Northwest Corporation owns and
operates gas transmission pipelines and associated
facilities capable of transporting natural gas from the
Canada-U.S. border to the Oregon-California border.
1.2.2.2.1. Pacific Gas Transmission International, Inc.
Level 24, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
Pacific Gas Transmission International, Inc.,
incorporated under the laws of the State of
California, is a wholly owned subsidiary of PG&E Gas
Transmission, Northwest Corporation. Pacific Gas
Transmission International, Inc. previously owned 99%
of the beneficial interest of PGT Queensland Unit
Trust.
1.2.3. PG&E Enterprises ("Enterprises")
444 Market Street, Suite 1900
San Francisco, CA 94111
Enterprises, incorporated under the laws of the State of
California, is a wholly owned subsidiary of Claimant.
Enterprises engages in nonutility electric generation,
power plant operations and services, power marketing,
energy management services, and real estate development.
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1.2.3.1. PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
PG&E Generating Company, incorporated under the laws of
the State of California, is a wholly owned subsidiary of
Enterprises. Through its subsidiaries, PG&E Generating
Company owns cogeneration and other energy related
projects; has ownership interests in a number of
independent power projects in operation or under
development; and develops real estate in Pacific Gas and
Electric Company's service territory. In addition, some
subsidiaries of PG&E Generating Company have made fuel-
related investments and a limited number of non-energy
related investments.
1.2.3.1.1. BEALE GENERATING COMPANY
Delaware corporation
89% owned by PG&E Generating Company
7500 Old Georgetown Road
Bethesda, MD 20814
1.2.3.1.1.1. J. MAKOWSKI COMPANY, INC.
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.1. BEACON GAS SERVICES, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.2. BOWDOIN STORAGE SERVICES, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.3. ELEKTROGAZ VENTURES, LTD.
Poland Limited Liability Company
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.4. J. MAKOWSKI ASSOCIATES, INC.
Massachusetts corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.4.1. COASTAL CRYOGENICS TANKSHIP CORPORATION
Delaware corporation
50% owned by J. Makowski Associates, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.5. J. MAKOWSKI PITTSFIELD, INC.
Delaware corporation
100% owned by J. Makowski company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.6. J. MAKOWSKI SERVICES, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
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One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.7. JMC ALTRESCO, INC.
Colorado corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.7.1. ALTRESCO, INC.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.7.1.1. PITTSFIELD GENERATING COMPANY, L.P.
(formerly ALTRESCO PITTSFIELD, L.P. )
Delaware partnership
99% owned by Altresco, Inc.
One Bowdoin Square
Boston, MA 02114 (see 4.4)
The 1% interest is held by Pittsfield Partners,
Inc.
1.2.3.1.1.1.7.2. BERKSHIRE PITTSFIELD, INC.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.7.2.1. BERKSHIRE PITTSFIELD, L.P.
Delaware partnership
50% owned by Berkshire Pittsfield, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.7.2.2. BERKSHIRE FEEDLINE ACQUISITION, LIMITED
PARTNERSHIP
Massachusetts partnership
1% owned by Berkshire Pittsfield, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.7.3. PITTSFIELD PARTNERS, INC.
Colorado corporation
10% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
Pittsfield Partners, Inc. holds a 1% LP
Interest n Pittsfield Generating Company, L.P.
1.2.3.1.1.1.8. JMC AVOCA, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.8.1. AVOCA NATURAL GAS STORAGE
New York general partnership
46.88% owned by JMC Avoca, Inc.
One Bowdoin Square
Boston, MA 02114
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1.2.3.1.1.1.9. JMC BETHPAGE, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.9.1. TBG COGEN PARTNERS
New York general partnership
10% owned by JMC Bethpage, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.10. JMC CAYUTA, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.11 JMC DEVELOPMENT COMPANY, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.12. JMC IROQUOIS, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.13. JMC OCEAN STATE CORPORATION
Rhode Island corporation
100% owned by J. Makowski Company, Inc.
1575 Sherman Farm Road, Route 98
Harrisville, RI 02830
1.2.3.1.1.1.13.1 OCEAN STATE POWER
Rhode Island general partnership
10.1% owned by JMC Ocean State Corporation
1575 Sherman Farm Road, Route 98
Harrisville, RI 02830
1.2.3.1.1.1.13.2. OCEAN STATE POWER II
Rhode Island general partnership
10.1% owned by JMC Ocean State Corporation
1575 Sherman Farm Road, Route 98
Harrisville, RI 02830
1.2.3.1.1.1.13.2.1. OSP FINANCE COMPANY
Delaware corporation
50% owned by Ocean State Power
50% owned by Ocean State Power II
1575 Sherman Farm Road, Route 98
Harrisville, RI 02830
1.2.3.1.1.1.14. JMC PIPELINE SERVICES COMPANY, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.15. JMC PORTLAND (INVESTORS), INC.
Delaware corporation
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100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.15.1. PORTLAND NATURAL GAS TRANSMISSION SYSTEM
Maine general partnership
6.6% owned by JMC Portland (Investors), Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.16. JMC SELKIRK HOLDINGS, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.16.1. JMC SELKIRK, INC.
Delaware corporation
100% owned by JMC Selkirk Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.16.1.1. PENTAGEN INVESTORS, L.P.
(formerly JMCS I INVESTORS, L.P.)
Delaware partnership
46.57% owned by JMC Selkirk, Inc.(in addition
to JMCS I Holdings, Inc.'s 3.43% interest)
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.16.1.2. SELKIRK COGEN PARTNERS, L.P.
Delaware partnership
25.76% owned by Pentagen Investors, L.P.
(in addition to JMC Selkirk, Inc.'s 22.4%
direct interest)
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.16.1.2.1. SELKIRK COGEN FUNDING CORPORATION
Delaware corporation
100% owned by Selkirk Cogen Partners, L.P.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.16.2. JMCS I HOLDINGS, INC.
Delaware corporation
100% owned by JMC Selkirk Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
JMCS I Holdings, Inc. holds a 3.43% interest in
PentaGen Investors, L.P. (above)
1.2.3.1.1.1.17. JMCS I MANAGEMENT, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.18. JMC (U.K.), LTD.
Delaware partnership
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
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1.2.3.1.1.1.18.1. J. MAKOWSKI (CBM), LTD.
U.K. Corporation
100% owned by JMC (U.K.), LTD.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.19. MASSPOWER, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.19.1. MASSPOWER
Massachusetts general partnership
30% owned by Masspower, Inc.
One Bowdoin Square
Boston, MA 02114
(Also see Springfield Generating Company, L.P.,
which owns an additional 17.5% of MASSPOWER)
1.2.3.1.1.1.20. ORCHARD GAS CORPORATION
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.21. U.S. GENERATING (CANADA), LTD.
(formerly J. Makowski (Canada), Ltd.)
Canada corporation
100% owned by J. Makowski Company, Inc.
3450, 205-5th Avenue, S.W.
Calgary, Alberta T2P 2V7
1.2.3.1.1.1.22. JMC STEUBEN, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.23. STEUBEN PIPELINE SERVICES, INC.
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.1.1.24. USGEN FUEL SERVICES, INC.
(formerly JMC Fuel Services, Inc.)
Delaware corporation
100% owned by J. Makowski Company, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.1.2. EAGLE POWER CORPORATION
California corporation
100% owned by PG&E Generating Company
1.2.3.1.2.1. GRANITE GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.2.1.1. GRANITE WATER SUPPLY COMPANY, INC.
Delaware corporation
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100% owned by Granite Generating Company, L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.2.2. KEYSTONE COGENERATION COMPANY, L.P.
Delaware partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.2.2.1 KEYSTONE URBAN RENEWAL LIMITED PARTNERSHIP
Delaware partnership
50% of 99% owned by Keystone Cogeneration Company,
L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
The 1% interest is owned by Granite Generating
Company, L.P.
1.2.3.1.2.3. LOGAN GENERATING COMPANY, L.P.
(formerly KEYSTONE ENERGY SERVICES COMPANY, L.P.)
Delaware partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.3. LARKSPUR POWER CORPORATION
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.3.1. HERMISTON GENERATING COMPANY, L.P.
Delaware partnership
80% owned by Larkspur Power Corporation
20% owned by Buckeye Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.4. Gilia Enterprises
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.5. Marengo Ranch Joint Venture
63% owned by PG&E Generating Company
1.3% owned by Gilia Enterprises
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.6. Rancho Murieta Joint Venture
45% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.7. 1701 Oak Partnership
50% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.8. 1801 Oak Partners
50% owned by PG&E Generating Company
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444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.9. BPS I, Inc.
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.9.1. Solano Business Park Associates, L.P.
California partnership
50% owed by BPS I, Inc.
4615 Cowell Blvd
Davis, CA 95616
1.2.3.1.10. Alhambra Pacific (Joint Venture)
California partnership
80% owned by PG&E Generating Company
20% owned by BPS I, Inc.
4615 Cowell Blvd
Davis, CA 95616
1.2.3.1.11. The Conaway Ranch Company
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.12. Conaway Conservancy Group Joint Venture
California partnership
70% by PG&E Generating Company
30% by Conaway Ranch Company
4615 Cowell Blvd
Davis, CA 95616
1.2.3.1.13. DPR, Inc.
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.14. Valley Real Estate, Inc.
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.15. McSweeney Ranch Joint Venture
California partnership
50% owned by PG&E Generating Company
4615 Cowell Blvd
Davis, CA 95616
1.2.3.1.16. Oat Creek Associates Joint Venture
California partnership
50% owned by PG&E Generating Company
50% owned by Gilia Enterprises
4615 Cowell Blvd
Davis, CA 95616
1.2.3.1.17. PG&E Energy Trading - Power Holdings Corporation
(formerly Kite Power Corporation)
California corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
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San Francisco, CA 94111
1.2.3.1.17.1. PG&E ET Investments Corporation
Delaware corporation
100% owned by PG&E Energy Trading - Power Holdings
Corporation
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.17.2. PG&E Energy Trading-Power,L.P.
(formerly USGEN POWER SERVICES, L.P.)
Delaware partnership
98% owned by PG&E ET Investments Corporation
2% owned by PG&E Energy Trading - Power Holdings
Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18. U.S.Generating Company, LLC
Delaware Limited Liability Company
100% owned by PG&E Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1. USGen Power Group, LLC
Delaware Limited Liability Company
100% owned by U.S. Generating Company, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.1. APLOMADO POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.2. RAPTOR HOLDINGS COMPANY
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.2.1. GRAY HAWK POWER CORPORATION
Delaware corporation
100% owned by Raptor Holdings Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.2.1.1. CEDAR BAY COGENERATION, INC.
Delaware corporation
100% owned by Gray Hawk Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.2.1.1.1. CEDAR BAY GENERATING COMPANY, L.P.
Delaware partnership
80% owned by Cedar Bay Cogeneration, Inc.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.2.2. PG&E MANAGEMENT SERVICES COMPANY
California corporation
100% owned by Raptor Holdings Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
<PAGE>
1.2.3.1.18.1.3. RED TAIL POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.3.1. EVENDALE GENERATING COMPANY, L.P.
Delaware partnership
49% owned by Red Tail Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
The 2% is held by PG&E Generating Company
1.2.3.1.18.1.4. TOYAN ENTERPRISES
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.4.1. INDIANTOWN COGENERATION, L.P.
Delaware partnership
48% owned by Toyan Enterprises
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.4.1.1. INDIANTOWN COGENERATION FUNDING CORPORATION
Delaware corporation
48% of 100% owned by Indiantown Cogeneration,
L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.5. SPRUCE POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.6. SYCAMORE POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.7. WILLOW POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.8. MERLIN POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.8.1. FELLOWS GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Merlin Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
<PAGE>
1.2.3.1.18.1.9. OSPREY POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.9.1. EAST SYRACUSE GENERATING COMPANY, L.P.
(Delaware)
Delaware partnership
50% owned by Osprey Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.10. PACIFIC ENERGY SERVICES COMPANY
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.11. PELICAN POWER ORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.11.1. OKEELANTA POWER, LIMITED
PARTNERSHIP
Florida partnership
37.54% owned by Pelican Power Corporation
316 Royal Poinciana Plaza
Palm Beach, FL 33480
1.2.3.1.18.1.12. PEREGRINE POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.12.1. CHAMBERS COGENERATION, LIMITED
PARTNERSHIP
Delaware partnership
45% owned by Peregrine Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.13. HARRIER POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.13.1. COLSTRIP ENERGY, L.P.
48% owned by Harrier Power Corporation
1.2.3.1.18.1.14. HERON POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.14.1. GATOR GENERATING COMPANY, L.P.
Delaware partnership
79.2% owned by Heron Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
<PAGE>
1.2.3.1.18.1.15. IBIS POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.15.1. COBISA-PERSON LIMITED
PARTNERSHIP
Delaware partnership
40% owned by Ibis Power Corporation
10% owned by Jacaranda Power Corporation
820 Gessner Road, Suite 930
Houston, Texas 77024
1.2.3.1.18.1.16. JAEGER POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.16.1. NORTHAMPTON GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Jaeger Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.16.1.1. NORTHAMPTON FUEL SUPPLY COMPANY, INC.
Delaware corporation
50% of 100% owned by Northampton Generating
Company, L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.16.1.2. NORTHAMPTON WATER SUPPLY, INC.
Delaware corporation
50% of 100% owned by Northampton Generating
Company, L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.17. KESTREL POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.18. GOSHAWK POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.18.1. SPRINGFIELD GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Goshawk Power Corporation
50% owned by Sycamore Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
Springfield Generating Company, L.P. also holds
a 17.5% GP interest in MASSPOWER (see above).
1.2.3.1.18.1.19. FALCON POWER CORPORATION
California corporation
<PAGE>
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.19.1. SCRUBGRASS POWER CORP
Pennsylvania corporation
100% owned by Falcon Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.19.2. SCRUBGRASS GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Falcon Power Corporation
50 California Street
San Francisco, CA 94111
Including 24.87% interest owned by Scrubgrass
Power Corporation
1.2.3.1.18.1.19.2.1. CLEARFIELD PROPERTIES, INC.
Delaware corporation
50% (including Scrubgrass Power Corporation)
of 100% owned by Scrubgrass Generating
Company, L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.19.2.2. LEECHBURG PROPERTIES, INC.
Delaware corporation
50% (including Scrubgrass Power Corporation)
of 100% owned by Scrubgrass Generating
Company, L.P.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.20. DOGWOOD POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.21. DOGWOOD POWER I CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.22. EUCALYPTUS POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.23. ELM POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.24. JACARANDA POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
<PAGE>
1.2.3.1.18.1.25. WHITE TAIL POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.26. BRODIA ENTERPRISES
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.26.1. WALLKILL GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Brodia Enterprises
49% owned by Dogwood Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.27. BRODIA I ENTERPRISES
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.27.1. WALLKILL TRANSPORT COMPANY, L.P.
Delaware partnership
51% owned by Brodia I Enterprises
49% owned by Dogwood I Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.28. CARACARA POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.28.1. LONGVIEW GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Caracara Power Corporation
49% owned by Larch Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.29. COOPER'S HAWK POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.29.1. CITRUS GENERATING COMPANY, L.P.
Delaware partnership
49% owned by Cooper's Hawk Power Corporation
49% owned by Eucalyptus Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
The 2% interest is held by PG&E Generating
Company
1.2.3.1.18.1.30. CORMORANT POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
<PAGE>
Bethesda, MD 20814
1.2.3.1.18.1.30.1. ROTTERDAM GENERATING COMPANY, L.P.
Delaware partnership
49% owned by Cormorant Power Corporation
49% owned by Willow Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
2% interest is held by PG&E Generating Company
1.2.3.1.18.1.31. LARCH POWER CORPORATION
Delaware Corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.1.32. LOON POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2. USGen Energy Group, LLC
Delaware Limited Liability Company
100% owned by U.S. Generating Company, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.1. BLACK HAWK POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.1.1. ATHENS GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Black Hawk Power Corporation
49% owned by Peach I Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.2. BLACK HAWK III POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.2.1. LAKE ROAD GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Black Hawk III Power Corporation
49% owned by Peach IV Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.3. HARLAN POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.3.1. UMATILLA GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Harlan Power Corporation
49% owned by Juniper Power Corporation
<PAGE>
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.4. PEACH I POWER CORPORATION
Delaware Corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.5. PEACH IV POWER CORPORATION
Delaware Corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.6. JUNIPER POWER CORPORATION
Delaware Corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.7. PLOVER POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.7.1. SMITHBURG GENERATING COMPANY, L.P.
(formerly PLOVER GENERATING COMPANY, L.P.)
Delaware partnership
51% owned by Plover Power Corporation
49% owned by Beech Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.2.8. BEECH POWER CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3. USGen Services, LLC
Delaware Limited Liability Company
100% owned by U.S. Generating Company, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.1. PG&E OPERATING SERVICES COMPANY
California corporation
100% owned by USGen Services, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.1.1. USOSC HOLDINGS, INC.
Delaware corporation
100% owned by PG&E Operating Services Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.1.2. U.S. OPERATING SERVICES COMPANY
California partnership
98% owned by PG&E Operating Services Company
2% owned by USOSC Holdings, Inc.
<PAGE>
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.2. USGEN HOLDINGS, INC.
Delaware corporation
100% Owned by USGen Services, LLC
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.3.U.S. GENERATING COMPANY
California partnership
98% owned by USGen Services, LLC
2% owned by USGen Holdings, Inc.
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.3.1. FIRST OREGON LAND CORPORATION
Delaware corporation
100% owned by U.S. Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.3.2. TOPAZ POWER CORPORATION
Delaware corporation
100% owned by U.S. Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.3.3. GARNET POWER CORPORATION
Delaware corporation
100% owned by U.S. Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.18.3.3.3.1. CARNEYS POINT GENERATING COMPANY
Delaware partnership
100% owned through Topaz Power Corporation and
Garnet Power Corporation, which each own 50%
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.19. PG&E International Inc.
formerly "PG&E Generating International Company")
444 Market Street, Suite 1900
San Francisco, CA 94111
PG&E International Inc., incorporated under the laws
of the State of California, is a wholly owned
subsidiary of PG&E Generating company. PG&E
International Inc. is a holding company for overseas
project companies.
1.2.3.1.19.1. Gannet Power Corporation
California corporation
100% owned by PG&E International Inc.
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.1.19.2. PG&E Overseas Holdings I, LTD.
Cayman Islands Company
100% owned by PG&E International Inc.
1.2.3.1.19.2.1. PG&E Overseas Holdings II, Ltd.
Labuan Company
<PAGE>
Unit Level 9(A2), Main Office Tower
Financial Park Labuan, Jalan Merdeka
87000 W.P. Labuan
Malaysia
100% owned by PG&E Overseas Holdings I, LTD.
1.2.3.1.19.2.1.1. PG&E Corporation Australian Holdings
Pty,Ltd.(formerly PGT Nominees Pty Ltd)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Corporation Australian Holdings Pty,
Ltd., incorporated under the laws of
Australia, is a wholly owned subsidiary of
PG&E Overseas Holdings II, Ltd. PG&E
Corporation Australian Holdings Pty, Ltd. was
created in anticipation of the expansion of
business operations in Australia. It
currently does no business.
1.2.3.1.19.2.1.1.1. PG&E Gas Transmission Australia Pty Ltd.
(formerly PGT Australia Pty Ltd.)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Australia Pty Ltd.,
incorporated under the laws of Australia, is
a wholly owned subsidiary of PG&E Corporation
Australian Holdings Pty, Ltd. PG&E Gas
Transmission Australia Pty Ltd. was formed to
pursue new business development opportunities
in Australia. PG&E Gas Transmission
Australia Pty Ltd. also acts as Trustee of
PG&E Queensland Unit Trust (see below).
1.2.3.1.19.2.1.1.2. PG&E Gas Transmission Queensland Pty Ltd
(formerly PGT Queensland Pty Ltd)
(GTQ)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
GTQ, incorporated under the laws of
Australia, is a wholly owned subsidiary of
PG&E Corporation Australian Holdings Pty,
Ltd. GTQ operates a natural gas pipeline and
associated facilities in Australia capable of
transporting natural gas within the State of
Queensland. GTQ also owns one percent of the
beneficial interest of PG&E Queensland Unit
Trust.
1.2.3.1.19.2.1.1.2.1. PG&E Queensland Unit Trust
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Queensland Unit Trust, created under
the laws of Australia, owns all of the
assets comprising the PG&E Queensland Gas
Pipeline in Queensland, Australia. All the
beneficial interests in PG&E Queensland
Unit Trust are owned by PG&E Gas
Transmission Unit Holdings Pty Ltd. and
PG&E Gas Transmission Queensland Pty Ltd.
<PAGE>
1.2.3.1.19.2.1.1.3. PG&E Gas Transmission Unit Holdings Pty Ltd
(formerly PGT Victoria Pty Ltd.) (GTUH)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
GTUH, incorporated under the laws of
Australia, is a wholly owned subsidiary of
PG&E Corporation Australian Holdings Pty,
Ltd. GTUH was created in anticipation of the
expansion of business operations in
Australia. GTUH owns 99 percent of the
beneficial interest of PG&E Queensland Unit
Trust.
1.2.3.1.19.2.1.1.4. PGT Western Australia Pty Ltd
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PGT Western Australia Pty Ltd, incorporated
under the laws of Australia, is a wholly owned
subsidiary of PG&E Corporation Australian
Holdings Pty, Ltd. PGT Western Australia Pty
Ltd was created in anticipation of the
expansion of business operations in Australia.
It currently does no business.
1.2.3.1.19.2.1.1.5. PG&E Energy Trading Australia Pty Ltd
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Energy Trading Australia Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E Corporation
Australian Holdings Pty, Ltd. PG&E Energy
Trading Australia Pty Ltd sells natural gas
and provides energy services.
1.2.3.1.19.2.1.1.6. PG&E Corporation Australia Pty Ltd.
(formerly PGT Australia Pty Ltd.)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Corporation Australia Pty Ltd.,
incorporated under the laws of Australia,
is a wholly owned subsidiary of PG&E
Corporation Australian Holdings Pty, Ltd.
PG&E Corporation Australia Pty Ltd.
provides corporate services.
1.2.3.1.19.3. PG&E Gas Transmission Brisbane Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Brisbane Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.4. PG&E Gas Transmission Bundaberg Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
<PAGE>
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Bundaberg Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.5. PG&E Gas Transmission WA Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission WA Pty Ltd, incorporated
under the laws of Australia, is a wholly owned
subsidiary of PG&E International Inc. and was
created to develop projects.
1.2.3.1.19.6. PG&E Gas Transmission Townsville Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Townsville Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.7. PG&E Gas Transmission Project 4 Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 4 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.8. PG&E Gas Transmission Project 6 Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 6 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.9. PG&E Gas Transmission Project 9 Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 9 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.10. PG&E Gas Transmission Project 10 Pty Ltd.
<PAGE>
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 10 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.11. PG&E Gas Transmission Project 11 Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 11 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.12. PG&E Gas Transmission Project 12 Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 12 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.19.13. PG&E Gas Transmission Project 13 Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Gas Transmission Project 13 Pty Ltd,
incorporated under the laws of Australia, is a
wholly owned subsidiary of PG&E International Inc.
and was created to develop projects.
1.2.3.1.20. BLACK HAWK I POWER CORPORATION
California corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.20.1. CATAULA GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Black Hawk I Power Corporation
49% owned by Peach II Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.21. PEACH II POWER CORPORATION
Delaware Corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.22. BLACK HAWK II POWER CORPORATION
California corporation
100% owned by PG&E Generating Company
<PAGE>
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.22.1. MILLENNIUM POWER PARTNERS, L.P
(Formerly MUSCOGEE GENERATING COMPANY, L.P.)
Delaware partnership
51% owned by Black Hawk II Power Corporation
49% owned by Peach III Power Corporation
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.23. PEACH III POWER CORPORATION
Delaware corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.1.24. Buckeye Power Corporation
Delaware corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd.
Bethesda, MD 20814
1.2.3.2. PG&E Overseas, Inc.
California corporation
100% owned by PG&E Enterprises
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.2.1. PG&E Australia
California corporation
100% owned by PG&E Overseas, Inc.
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.2.2. PG&E Overseas, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
1.2.3.2.2.1. PG&E Pacific I, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
1.2.3.2.2.2. PG&E Pacific II, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
1.2.3.3. Quantum Ventures
California corporation
100% owned by Enterprises
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.3.1. PG&E Energy Services Corporation'
(formerly Vantus Energy Corporation)
California corporation
100% owned by Quantum Ventures
<PAGE>
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.3.1.1. PG&E Billing Management Corporation
Delaware corporation
100% owned by PG&E Energy Services Corporation
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.3.1.2. PG&E Energy Services, Energy Trading Corporation
(formerly Vantus Power Services)
California corporation
100% owned by PG&E Energy Services Corporation
444 Market Street, Suite 1900
San Francisco, CA 94111
1.2.3.3.1.3. Barakat & Chamberlin, Inc.
California Corporation
100% owned by PG&E Energy Services Corporation
353 Sacramento Street, Suite 1900
San Francisco, CA 94104
1.2.3.3.1.3.1. Creston Financial
California Corporation
100% owned by Barakat & Chamberlin, Inc.
353 Sacramento Street, Suite 1900
San Francisco, CA 94104
1.2.3.4. USGen Acquisition West Corporation
Delaware corporation
100% owned by Enterprises
7500 Old Georgetown Rd.
Bethesda, MD 20814
Investment company for future acquisitions
1.2.3.5. USGen New England, Inc.
Delaware corporation
100% owned by Enterprises
7500 Old Georgetown Rd.
Bethesda, MD 20814
Investment company for purchase of generating assets of
New England Electric System
1.2.4. PG&E Gas Transmission, Texas Corporation (GTT)
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
GTT, incorporated under the laws of the State of Delaware,
is a wholly owned subsidiary of Claimant. GTT owns and
operates natural gas pipelines, natural gas storage
facilities, and natural gas processing plants.
1.2.4.1. PG&E Texas Natural Gas Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Natural Gas Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of GTT. PG&E Texas Natural Gas Company is a
holding company and serves as a general partner of PG&E
Texas Gas Partners, L.P., PG&E Texas Management
Partnership, L.P., and PG&E-Tex, L.P.
1.2.4.1.1. PG&E Texas Pipeline Company
<PAGE>
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Pipeline Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of PG&E Texas Natural Gas Company. PG&E
Texas Pipeline Company serves as a general partner of
PG&E Texas Pipeline, L.P. and PG&E Texas LDC, L.P.
1.2.4.1.1.1. VT Company
1201 North Market Street
Wilmington, DE 19899
VT Company, incorporated under the laws of the State
of Delaware, is a wholly owned subsidiary of PG&E
Texas Pipeline Company. VT Company owns a limited
partnership interest in PG&E Texas Gas Partners,
L.P.
1.2.4.1.1.2. PG&E Texas Gas Partners, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Gas Partners, L.P., formed under the
laws of the State of Delaware, is owned 49.3% by
PG&E Texas Pipeline Company, 47% by VT Company,
2.7% by PG&E Hydrocarbons Company, and 1% by PG&E
Texas Natural Gas Company. PG&E Texas Gas Partners,
L.P. owns and operates natural gas pipelines and
related assets.
1.2.4.1.1.2.1. PG&E-Tex,L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E-Tex, L.P., formed under the laws of the
State of Delaware, is owned 99% by PG&E Texas Gas
Partners, L.P., and 1% by PG&E Texas Natural Gas
Company. PG&E-Tex, L.P. owns and leases gas-
related facilities.
1.2.4.1.1.2.2. PG&E Texas Management Partnership, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Management Partnership, L.P., formed
under the laws of the State of Delaware, is owned
99% by PG&E Texas Gas Partners, L.P., and 1% by
PG&E Texas Natural Gas Company. PG&E Texas
Management Partnership, L.P. serves as a limited
partner of PG&E Hydrocarbons, L.P., PG&E NGL
Marketing, L.P., PG&E Texas Pipeline, L.P., PG&E
Texas LDC, L.P., PG&E Reata Energy, L.P., PG&E
Rivercity Energy, L.P., Valero Gas Marketing, L.P.,
PG&E Texas Industrial Energy, L.P.
1.2.4.1.1.2.2.1. PG&E Hydrocarbons, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Hydrocarbons, L.P., formed under the laws
of the State of Delaware, is owned 99% by PG&E
Texas Management Partnership, L.P. and 1% by
PG&E Hydrocarbons, L.P. PG&E Hydrocarbons,
L.P. processes gas.
1.2.4.1.1.2.2.2. PG&E NGL Marketing, L.P
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
<PAGE>
PG&E NGL Marketing, L.P., formed under the laws
of the State of Delaware, is owned 99% by PG&E
Texas Management Partnership, L.P. and 1% by PG&E
Hydrocarbons, L.P. PG&E NGL Marketing, L.P.
markets natural gas liquids.
1.2.4.1.1.2.2.3. PG&E Texas Pipeline, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Pipeline, L.P., formed under the laws
of the State of Delaware, is owned 99% by PG&E
Texas Management Partnership, L.P. and 1% by PG&E
Texas Pipeline Company. PG&E Texas Pipeline,
L.P. owns and operates natural gas pipelines and
related assets.
1.2.4.1.1.2.2.3.1. Valero-Teco West Texas Pipeline Company
One Oak Park
1020 N. E. Loop 410
Suite 700
San Antonio, TX 78209
Valero-Teco West Texas Pipeline Company, a
Texas Joint Venture, is 50% owned by PG&E Texas
Pipeline, L.P., and 50% owned by PG&E Gas
Transmission Teco, Inc. Valero-Teco West Texas
Pipeline Company operates natural gas
pipelines.
1.2.4.1.1.2.2.4.PG&E Texas LDC, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas LDC, L.P., formed under the laws of the
State of Delaware, is owned 99% by PG&E Texas
Management Partnership, L.P. and 1% by PG&E Texas
Pipeline Company.
1.2.4.1.1.2.2.5. PG&E Reata Energy, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Reata Energy, L.P., formed under the laws of
the State of Delaware, is owned 99% by PG&E Texas
Management Partnership, L.P. and 1% by PG&E Texas
Energy Company. PG&E Reata Energy, L.P. markets
gas.
1.2.4.1.1.2.2.6. PG&E Rivercity Energy, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Rivercity Energy, L.P., formed under the
laws of the State of Delaware, is owned 99% by
PG&E Texas Management Partnership, L.P. and 1% by
PG&E Texas Energy Company. PG&E Rivercity
Energy, L.P. markets gas.
1.2.4.1.1.2.2.7. Valero Gas Marketing, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Valero Gas Marketing, L.P., formed under the laws
of the State of Delaware, is owned 99% by PG&E
Texas Management Partnership, L.P. and 1% by
Valero Gas Marketing Company. Valero Gas
Marketing, L.P. markets gas.
<PAGE>
1.2.4.1.1.2.2.8. PG&E Texas Industrial Energy, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Industrial Energy, L.P., formed under
the laws of the State of Delaware, is owned 99%
by PG&E Texas Management Partnership, L.P. and 1%
by PG&E Texas Energy Company. PG&E Texas
Industrial Energy, L.P. markets gas.
1.2.4.1.2. PG&E Hydrocarbons Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Hydrocarbons Company, incorporated under the laws
of the State of Delaware, is a wholly owned subsidiary
of PG&E Texas Natural Gas Company. PG&E Hydrocarbons
Company serves as a general partner of PG&E
Hydrocarbons, L.P. and PG&E NGL Marketing, L.P.
1.2.4.1.3. PG&E Texas Field Services Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Field Services Company, incorporated under
the laws of the State of Delaware, is a wholly owned
subsidiary of PG&E Texas Natural Gas Company. PG&E
Texas Field Services Company business' is gas
gathering and related services.
1.2.4.1.4. PG&E Texas Gas Storage Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Gas Storage Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of PG&E Texas Natural Gas Company. PG&E
Texas Gas Storage Company operates a gas storage
cavern.
1.2.4.1.5. PG&E Texas Hub Services Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Hub Services Company, incorporated under
the laws of the State of Delaware, is a wholly owned
subsidiary of PG&E Texas Natural Gas Company. PG&E
Texas Hub Services Company provides title transfer
tracking service for the Kansas City Board of Trade.
1.2.4.1.6. Valero Gas Marketing Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Valero Gas Marketing Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of PG&E Texas Natural Gas Company. Valero
Gas Marketing Company serves as a general partner of
Valero Gas Marketing, L.P.
1.2.4.1.6.1. Valero Gas Marketing Canada, Inc.
335 Eighth Avenue, S.W., Suite 1740
Calgary, Alberta, T2P 1CP
Canada
Valero Gas Marketing Canada, Inc., incorporated
under the laws of the Province of Alberta, Canada,
is a wholly owned subsidiary of Valero Gas Marketing
<PAGE>
Company. Valero Gas Marketing Canada, Inc. conducts
Canadian gas marketing operations.
1.2.4.1.6.2. PG&E Power Services Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Power Services Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of Valero Gas Marketing Company. PG&E
Power Services Company markets power.
1.2.4.1.6.3. PG&E Texas Energy Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Energy Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of Valero Gas Marketing Company. PG&E
Texas Energy Company serves as a general partner of
PG&E Reata Energy, L.P., PG&E Rivercity Energy,
L.P., and PG&E Texas Industrial Energy, L.P.
1.2.4.2. PG&E Texas Management Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas Management Company, incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of GTT. PG&E Texas Management Company
provides administrative services.
1.2.5. PG&E Gas Transmission Teco, Inc.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Gas Transmission Teco, Inc., incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of Claimant. PG&E Gas Transmission Teco, Inc.
has investments in natural gas pipelines, and gas
gathering and processing facilities.
1.2.5.1. Teco Gas Gathering Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Teco Gas Gathering Company, incorporated under the laws
of the State of Delaware, is a wholly owned subsidiary
of PG&E Gas Transmission Teco, Inc. and is in the gas
gathering business.
1.2.5.2. Teco Gas Marketing Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Teco Gas Marketing Company, incorporated under the laws
of the State of Delaware, is a wholly owned subsidiary
of PG&E Gas Transmission Teco, Inc. Teco Gas Marketing
Company markets gas.
1.2.5.3. Teco Gas Processing Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Teco Gas Processing Company, incorporated under the laws
of the State of Delaware, is a wholly owned subsidiary
of PG&E Gas Transmission Teco, Inc. and processes gas.
<PAGE>
1.2.5.3.1. Three Rivers Gas Gathering Company, L.L.C.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Three Rivers Gas Gathering Company, L.L.C.,
incorporated under the laws of the State of Delaware,
is 50% owned by Teco Gas Processing Company and 50%
owned by Houston Pipe Line Company. Three Rivers Gas
Gathering Company, L.L.C. purchases, sells, processes,
and gathers natural gas.
1.2.5.4. Teco Gas Services Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Teco Gas Services Company, incorporated under the laws
of the State of Delaware, is a wholly owned subsidiary
of PG&E Gas Transmission Teco, Inc.
1.2.5.5. Teco Industrial Gas Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Teco Industrial Gas Company, incorporated under the laws
of the State of Delaware, is a wholly owned subsidiary
of PG&E Gas Transmission Teco, Inc. Teco Industrial Gas
Company serves as a 50% general partner in San Jacinto
Gas Transmission Company.
1.2.5.5.1. San Jacinto Gas Transmission Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
San Jacinto Gas Transmission Company, incorporated under
the laws of the State of Texas, is owned 50% by Teco
Industrial Gas Company and 50% by Centana Intrastate
Pipeline Company and its business is intrastate pipeline.
1.2.6. PG&E Energy Trading Corporation
(formerly Energy Source, Inc.)
1100 Louisiana, Suite 1000
Houston, Texas 77002
PG&E Energy Trading Corporation, incorporated under the
laws of the State of California, is a wholly owned
subsidiary of Claimant. PG&E Energy Trading Corporation
purchases and resells energy commodities and related
financial instruments.
1.2.6.1. PG&E Energy Trading, Canada Corporation
(formerly PG&E Energy Source Canada)
335 Eighth Avenue, S.W. Suite 1740
Calgary, Alberta T2P 1CP
Canada
PG&E Energy Trading, Canada Corporation, incorporated
in the province of Alberta, Canada, is a wholly owned
subsidiary of PG&E Energy Trading Corporation. PG&E
Energy Trading, Canada Corporation markets and trades
natural gas in Canada.
1.2.6.1.1. CEG Energy Options, Inc.
2366 Avenue C North, Suite 101
Saskatoon, Saskatchewan S7L 5X5
Canada
CEG Energy Options, Inc., incorporated in the province
of Saskatchewan, Canada, is a wholly owned subsidiary
of PG&E Energy Trading, Canada Corporation. CEG Energy
<PAGE>
Options, Inc. markets and trades natural gas in
Canada.
<PAGE>
2. A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the
generation, transmission, and distribution of electric energy
for sale, or for the production, transmission, and
distribution of natural or manufactured gas, indicating the
location of principal generating plants, transmission lines,
producing fields, gas manufacturing plants, and electric and
gas distribution facilities, including all such properties
which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines
which deliver or receive electric energy or gas at the borders
of such State.
2.1. Claimant and its subsidiaries, other than Pacific Gas and
Electric Company, are not public utility companies for the
purposes of the Public Utility Holding Company Act of 1935
and do not own any such properties.
<PAGE>
2.2 Pacific Gas and Electric Company is a public utility company.
Pacific Gas and Electric Company owns and operates the
following generation plants, all located in California:
Net Operating
Generation County Number of Capacity in
Type Location Units Kilowatts (kW)
========== ======== ========= =============
Hydroelectric:
Conventional Plants 16 counties
in Northern
and Central
California 109 2,698,100
Helms Pumped
Storage Plant Fresno 3 1,212,000
---- ----------
Hydroelectric
Subtotal 112 3,910,100
---- ----------
Steam Plants:
Contra Costa(1) Contra Costa 2 680,000
Humboldt Bay Humboldt 2 105,000
Hunters Point(1) San Francisco 3 377,000
Morro Bay(2) San Luis Obispo 4 1,002,000
Moss Landing(2) Monterey 2 1,478,000
Pittsburg(1) Contra Costa 7 2,022,000
Potrero(1) San Francisco 1 207,000
---- ----------
Steam Subtotal 21 5,871,000
---- ----------
Combustion Turbines:
Hunters Point(1) San Francisco 1 52,000
Oakland(2) Alameda 3 165,000
Potrero(1) San Francisco 3 156,000
Mobile Turbines(3) Humboldt and
Mendocino 3 45,000
Combustion Turbines ---- ----------
Subtotal 10 418,000
---- ----------
Geothermal:
The Geysers Power
Plant(1)(4) Sonoma and Lake 14 1,224,000
Nuclear:
Diablo Canyon San Luis Obispo 2 2,160,000
---- ----------
Total 159 13,583,100
==== ==========
(1) In 1997, Pacific Gas and Electric Company announced
plans to sell these power plants and its
geothermal facilities in connection with electric
industry restructuring.
(2) In 1997, Pacific Gas and Electric Company entered into
an agreement to sell these power plants in connection
with electric industry restructuring.
(3) Listed to show capability; subject to relocation
within the system as required.
(4) The Geysers Power Plant net operating capacity is
based on adequate geothermal steam supply conditions.
Pacific Gas and Electric Company's electric transmission
system consists of approximately 18,516 circuit miles of
interconnected transmission lines of 60 kilovolts (kV) to
500 kV and transmission substations having a capacity of
approximately 33,814,855 kilovolt-amperes (kVa). Pacific
Gas and Electric Company's electric distribution system
consists of approximately 108,170 circuit miles of
distribution lines and distribution substations having a
capacity of approximately 23,000,000 kVa.
<PAGE>
Pacific Gas and Electric Company owns and operates an
integrated gas transmission, storage, and distribution
system in California. Pacific Gas and Electric Company's
system consists of approximately 5,700 miles of
transmission pipelines, three gas storage facilities and
approximately 36,700 miles of gas distribution lines.
3. The following information for the year ending December 31, 1997
with respect to claimant and each of its subsidiary public utility
companies:
a) Number of kilowatt-hours (kWh) of electric energy sold (at
retail or wholesale) and thousand cubic feet (Mcf) of natural
or manufactured gas distributed at retail.
b) Number of kwh of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the State in
which each such company is organized.
c) Number of kwh of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the State in which
each such company is organized, or at the State line.
d) Number of kwh of electric energy and Mcf of natural or
manufactured gas purchased outside the State in which each
such company is organized, or at the State line.
3.1. Claimant and its subsidiaries, other than Pacific Gas and
Electric Company, are not public utility companies for the
purposes of the Public Utility Holding Company Act of
1935.
3.2. Pacific Gas and Electric Company is a public utility
company.
Pacific Gas and Electric Company Year
(in thousands) ending
12/31/97
------------
Number of kwh of electric energy
sold at retail or wholesale 79,378,000
Number of Mcf of natural or
manufactured gas distributed
at retail 659,000
Number of kwh of electric energy
distributed at retail outside
the State 0
Number of Mcf of natural or
manufactured gas distributed at
retail outside the State 0
Number of kwh of electric energy
sold at wholesale outside the
State or at the State line 642,000
Number of Mcf of natural or
manufactured gas sold at wholesale
outside the State or at the State
line 7,000
Number of kwh of electric energy
purchased outside the State or
at the State line 10,243,000
Number of Mcf of natural or
manufactured gas purchased outside
the State or at the State line 411,000
The data set forth in this section is based on the best
information available to Pacific Gas and Electric Company as of the
date of this filing.
<PAGE>
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an
EWG or a foreign utility holding company, stating monetary amounts
in United States dollars:
a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the
generation, transmission and distribution or electric energy
for sale or for the distribution at retail of natural or
manufactured gas.
b) Name of each system company that holds an interest in such EWG
or foreign utility company and description of the interest
held.
c) Type and amount of capital invested, directly or indirectly,
by the holding company claiming exemption; any direct or
indirect guarantee of the security of the EWG or foreign
utility company by the holding company claiming exemption; and
any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company
claiming exemption or another system company other than the
EWG or foreign utility company.
d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system
company, and describe the services to be rendered or goods
sold and fees or revenues under such agreements.
4.1. COBISA-PERSON LIMITED PARTNERSHIP [EWG]
a) Cobisa-Person Limited Partnership
820 Gessner, Suite 390
Houston, Texas 77024
Ibis Power Corporation (Ibis) is a 40% general partner in
Cobisa-Person Limited Partnership (CPLP). Jacaranda Power
Corporation (Jacaranda) is a 10% general partner in CPLP.
CPLP will be an approximately 106 megawatt gas and oil-
fired combustion turbine unit (the Facility) selling power
to Public Service Company of New Mexico.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 100% of U.S. Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 100% of both Ibis
and Jacaranda.
c) Ibis has made capital contributions to CPLP of $400.00.
Jacaranda has made capital contributions to CPLP of
$100.00. The Facility is under development and
construction has not yet begun.
d) Capitalization or total equity as of December 31, 1997 =
$1000.00.
Net income for the twelve months ended December 31, 1997 =
$0.
e) None.
4.2. CATAULA GENERATING COMPANY, L.P. [EWG]
a) Cataula Generating Company, L.P.
7500 Old Georgetown Road
Bethesda, MD 20814
Black Hawk I Power Corporation (Black Hawk I) is a 49%
general partner in Cataula Generating Company, L.P.
(Cataula). Peach II Power Corporation (Peach II) is a 49%
general partner in Cataula. Black Hawk I also is a 2%
limited partner in Cataula. Cataula will be a natural gas
fired electric generating facility (the Facility) selling
power to the wholesale market.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 100% of Black Hawk I and Peach II.
<PAGE>
c) Black Hawk I has made capital contributions to Cataula of
$51.00. Peach II has made contributions to CPLP of
$49.00. The Facility is under development.
d) Capitalization or total equity as of December 31, 1997 =
$100.00.
Net income for the twelve months ended December 31, 1997 =
$0.
e) None.
4.3. JMC OCEAN STATE CORPORATION [EWG]
a) JMC Ocean State Corporation
Sherman Farm Road
Route 98
Harrisville, RI 02839
JMC Ocean State Corporation is a 10% general partner in
both Ocean State Power and Ocean State Power II
(collectively "OSP"). OSP is a two-unit, 500 MW (250 MW
per unit) natural gas-fired, combined cycle electric
generation facility (the "Facility") selling power to New
England Power Company, Boston Edison Company, Montaup
Electric Company, and Newport Electric Corporation.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 89% of Beale Generating Company, which owns 100% of
J. Makowski Company, Inc., which owns 100% of JMC Ocean
State Corporation, which owns a 10% interest in OSP.
c) J. Makowski Company, Inc. made capital contributions to
OSP of $12,120,000 on December 31, 1990, and $9,973,750 on
October 1, 1991. Unit I of the Facility went into
commercial operation on December 31, 1990; Unit II of the
Facility went into commercial operation on October 1,
1991. Enterprises acquired an interest in the Facility on
August 26, 1994, as a result of the acquisition by its
second-tier subsidiary, Beale Generating Company, of J.
Makowski Company, Inc. (Enterprises owns an 89.07901%
interest in Beale Generating Company).
d) Capitalization or total equity as of December 31, 1997 =
$15,240,156.
Net income for the twelve months ended December 31, 1997 =
$3,274,575.
e) OSP has gas enabling agreements with Selkirk Cogen
Partners, Pittsfield Generating Company, and USGen Fuel
Services pursuant to which it may enter into non-
firm/interruptible gas purchase and sales transactions at
market pricing, from time to time.
4.4. PITTSFIELD GENERATING COMPANY, L.P.
(formerly ALTRESCO PITTSFIELD, L.P.) [EWG]
a) Pittsfield Generating Company, L.P.
Box 4579
Pittsfield, MA 01202
Pittsfield Generating Company, L.P. is a 165 megawatt (MW)
combined cycle, natural gas-fired cogeneration facility
(the "Facility") selling power to Commonwealth Electric
Company, Cambridge Electric Company, and New England Power
and selling steam to General Electric Company.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 89% of Beale Generating Company which owns 100% of J.
Makowski Company, Inc., which owns 100% of JMC Altresco,
Inc., which through its subsidiaries, Altresco, Inc. (99%
GP) and Pittsfield Partners, Inc. (1% L.P.), owns 100% of
Pittsfield Generating Company, L.P.
<PAGE>
c) J. Makowski Company, Inc. acquired Pittsfield Generating
Company, L.P. for $4,330,000, plus liabilities valued at
$3,092,000 for a total investment of $7,422,000 on
September 21, 1993. The Facility went into commercial
operation on September 1, 1990. Enterprises acquired an
interest in the Facility on August 26, 1994, as a result
of the acquisition by its second-tier subsidiary, Beale
Generating Company, of J. Makowski Company, Inc.
d) Capitalization or total equity as of December 31, 1997 =
$15,037,834
Net income for the twelve months ended December 31, 1997 =
$4,393,374
e) U.S. Operating Services Company provides operations and
maintenance services to Pittsfield Generating Company,
L.P. U.S. Operating Services Company earns a base fee of
$400,000 per annum plus performance bonuses, together with
reimbursement of its direct costs.
Pittsfield Generating Company, L.P. has gas enabling
agreements with Selkirk Cogen Partners, Ocean State Power,
and USGen Fuel Services pursuant to which it may enter
into non-firm/interruptible gas purchase and sales
transactions at market pricing, from time to time.
Pittsfield Generating Company, L.P. has a fuel
transportation agreement with Berkshire Gas Company, an
unaffiliated entity which leases a section of pipeline
serving the Facility from Berkshire Feedline Acquisition,
L.P. Berkshire Feedline Acquisition, L.P. receives lease
payments of approximately $1.8 million per annum on this
section of pipeline.
4.5. SELKIRK COGEN PARTNERS, L.P. [EWG]
a) Selkirk Cogen Partners, L.P.
Box 160
Feura Bush, NY 12067
Selkirk Cogen Partners, L.P. Unit I is an 80 MW natural
gas fired dispatchable cogeneration facility selling power
to Niagara Mohawk Power Corporation. Selkirk Cogen
Partners, L.P. Unit II is a 265 MW natural gas fired
dispatchable cogeneration facility (Unit I and Unit II
together, the "Facility") selling power to Consolidated
Edison Company of New York, Inc.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 89% of Beale Generating Company, which owns 100% of
J. Makowski Company, Inc., which owns 100% of JMC Selkirk
Holdings, Inc., which owns 100% of JMC Selkirk, Inc. JMC
Selkirk, Inc., through its 46.57% limited partnership
interest in PentaGen Investors, L.P., and through its 100%
interest JMCS I Holdings, Inc. (which in turn holds
another 3.43% general and limited partnership interest in
PentaGen Investors, L.P.), owns 50% of PentaGen's 57.6%
interest in Selkirk Cogen Partners, L.P. JMC Selkirk,
Inc. also holds a 22.4% direct interest in Selkirk Cogen
Partners, L.P.
c) JMC Selkirk, Inc. and PentaGen Investors, L.P. made equity
contributions of $1,058,355 and $3,666,445, respectively,
on October 21, 1992. Unit I of the Facility went into
commercial operation on April 17, 1992. Unit II of the
Facility went into commercial operation on September 1,
1994. Enterprises acquired an interest in the Facility on
August 26, 1994, as a result of the acquisition by its
second-tier subsidiary, Beale Generating Company, of J.
Makowski Company, Inc.
<PAGE>
d) Capitalization or total equity as of December 31, 1997 =
($32,283,165).
Net income for the twelve months ended December 31, 1997 =
$11,460,021.
e) JMCS I Management, Inc. provides administrative services
to Selkirk Cogen Partners, L.P. JMCS I Management, Inc.
charges a contractually established hourly rate which
covers its labor costs (including salary and benefits),
overhead, and profit.
Selkirk Cogen Partners, L.P. has gas enabling agreements
with Ocean State Power, Pittsfield Generating Company, and
USGen Fuel Services pursuant to which it may enter into
non-firm/interruptible gas purchase and sales transactions
at market pricing, from time to time.
Selkirk Cogen Partners, L.P. has an enabling agreement
with USGen Power Services, L.P. pursuant to which it may
make wholesale sales of electricity and purchase and sell
other ancillary services from time to time.
4.6. WALLKILL GENERATING COMPANY, L.P. [EWG]
a) Wallkill Generating Company, L.P.
c/o U.S. Generating Company
Old Georgetown Road
Bethesda, MD 20814
In June 1995, Orange and Rockland Utilities, Inc.,
Wallkill Generating Company, L.P. and U.S. Generating
Company entered into an agreement confirming the
cancellation of the power sales agreement between Wallkill
Generating Company, L.P. and Orange and Rockland
Utilities, Inc. Wallkill Generating Company, L.P. is no
longer being developed.
4.7. KEYSTONE URBAN RENEWAL LIMITED PARTNERSHIP [EWG]
a) Keystone Urban Renewal Limited Partnership
Box 169-C, Route 130 South, Swedesboro, NJ 08085
Keystone Urban Renewal Limited Partnership is a 225 MW
pulverized coal fired dispatchable generation facility
(the "Facility") selling power to Atlantic Energy Company.
b) Enterprises owns 100% of PG&E Generating Company, which
through its subsidiary, Eagle Power Corporation, owns a
50% general and limited partnership interest in Keystone
Cogeneration Company Limited Partnership which owns a 99%
interest in Keystone Urban Renewal Limited Partnership.
The other 1% interest is held by Granite Generating
Company, L.P., which is also 50% owned by PG&E Corporation
through Enterprises.
c) Eagle Power Corporation made a capital contribution of $50
to Keystone Urban Renewal Limited Partnership on September
13, 1991. Enterprises, through PG&E Generating Company,
owns a 50% interest in Keystone Urban Renewal Limited
Partnership which owns the Facility and leases it to Logan
Generating Company, L.P. The Facility went into
commercial operation on September 22, 1994.
d) Capitalization or total equity as of December 31, 1997 =
$100.
Net income after taxes for the twelve months ended
December 31, 1997 = $0.
e) None.
<PAGE>
4.8. LOGAN GENERATING COMPANY, L.P. (formerly KEYSTONE ENERGY
SERVICE COMPANY, L.P.) [EWG]
a) Logan Generating Company, L.P.
Box 169-C, Route 130 South, Swedesboro, NJ 08085
Logan Generating Company, L.P. is a 225 MW pulverized coal
fired dispatchable generation facility (the "Facility")
selling power to Atlantic Electric Company.
b) Enterprises owns 100% of PG&E Generating Company, which
through its wholly owned subsidiary, Eagle Power
Corporation, owns a 50% general and limited partnership
interest in Logan Generating Company, L.P.
c) Eagle Power Corporation made a capital contribution of
$36,249,978 to Logan Generating Company, L.P. on October
31, 1994. Enterprises, through PG&E Generating Company,
owns a 50% interest in Logan Generating Company, L.P.
which leases the Facility from Keystone Urban Renewal
Limited Partnership. The Facility went into commercial
operation on September 22, 1994.
d) Capitalization or total equity as of December 31, 1997 =
$69,455,063.
Net income after taxes for the twelve months ended
December 31, 1997 = $16,239,728.
e) U.S. Generating Company provides management services to
Logan Generating Company, L.P. U.S. Generating Company
earns a base fee of $400,000 per annum.
U.S. Operating Services Company provides operations and
maintenance services to LGC. U.S. Operating Services
Company earns a base fee of $500,000 per annum plus
performance bonuses.
Logan Generating Company, L.P. has an enabling agreement
with USGen Power Services, L.P. pursuant to which it may
make wholesale sales of electricity and purchase and sell
other ancillary services from time to time.
4.9. HERMISTON GENERATING COMPANY, L.P. [EWG]
a) Hermiston Generating Company, L.P.
Box 930, Hermiston, OR 97838
Hermiston Generating Company, L.P. is a 474 MW natural gas
fired dispatchable cogeneration facility (the "Facility")
selling power to PacifiCorp. PacifiCorp owns a 50%
undivided interest in the Facility.
b) Enterprises owns 100% of PG&E Generating Company, which
through its subsidiaries, Larkspur Power Corporation and
Buckeye Power Corporation, owns an 80% and 20% interest,
respectively, in Hermiston Generating Company, L.P.
c) Larkspur Power Corporation made a capital contribution of
$30,852,148 to HGC on October 30, 1996. Buckeye Power
Corporation made a capital contribution of $7,713,037 to
Hermiston Generating Company on October 30, 1996.
Enterprises, through PG&E Generating Company, owns an 100%
interest in Hermiston Generating Company, L.P. which owns
a 50% undivided interest in the Facility. The Facility
went into commercial operation on July 1, 1996.
d) Capitalization or total equity as of December 31, 1997 =
$51,848,298
Net income for the twelve months ended December 31, 1997 =
$8,980,295
<PAGE>
e) U.S. Generating Company provides management services to
Hermiston Generating Company, L.P. U.S. Generating
Company earns a base fee of $250,000 per annum.
U.S. Operating Services Company provides operations and
maintenance services to Hermiston Generating Company, L.P.
U.S. Operating Services Company earns a base fee of
$900,000 per annum plus performance bonuses.
PG&E Gas Transmission, Northwest Corporation provides gas
transmission services to Hermiston Generating Company,
L.P. PG&E Gas Transmission, Northwest Corporation earns a
fixed and variable charge based upon the volume of gas
transported resulting in revenues of $1.2 million for the
year-ended December 31, 1997.
<PAGE>
EXHIBIT A
A consolidating statement of income and surplus of
the Claimant and its subsidiary companies for the
last calendar year, together with a consolidating
balance sheet of Claimant and its subsidiary
companies as of the close of such calendar year.
Unaudited consolidating statements of income and
surplus of the Claimant's subsidiary companies
(i.e., PG&E Corporation and its subsidiaries) for
1997, together with unaudited consolidating balance
sheets of Claimant's subsidiary companies as of the
close of such periods, are attached as Exhibit A.
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E GAS
GAS AND TRANSMISSION,
PG&E ELECTRIC PG&E TEXAS
CORPORATION COMPANY ENTERPRISES CORPORATION
---------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ 9,495 $ - $ -
Energy commodities and services - - 296 837
--------------------------------------------------
Total Operating Revenues - 9,495 296 837
OPERATING EXPENSES:
Cost of energy for Pacific Gas
and Electric Company - 2,974 - -
Cost of energy commodities and
services - - 187 766
Operating and maintenance 21 2,905 221 62
Depreciation and decommissioning - 1,785 27 24
--------------------------------------------------
Total Operating Expenses 21 7,664 435 852
--------------------------------------------------
OPERATING INCOME (21) 1,831 (139) (15)
Interest expense, net (24) (570) (7) (27)
Equity in earnings of subsidiaries 775 - - -
Other income and expense 1 116 113 3
--------------------------------------------------
INCOME BEFORE INCOME TAXES 731 1,377 (33) (39)
Income taxes (18) 609 (47) (12)
--------------------------------------------------
NET INCOME 749 768 14 (27)
Preferred dividend requirement - 33 - -
------------------------------ -------------------
INCOME AVAILABLE FOR COMMON STOCK $ 749 $ 735 $ 14 $ (27)
==================================================
<PAGE>
PG&E CORPORATION
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(in millions)
(Unaudited)
PG&E
PG&E GAS PG&E GAS ENERGY PG&E
TRANSMISSION TRANSMISSION TRADING CORPORATION
TECO, INC. CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ - $ - $ - $ 9,495
Energy commodities and services 167 244 4,807 (446) 5,905
------------------------------------------------------------------
Total Operating Revenues 167 244 4,807 (446) 15,400
OPERATING EXPENSES:
Cost of energy for Pacific Gas and
Electric Company - - - - 2,974
Cost of energy commodities and
services 148 - 4,808 (398) 5,511
Operating and maintenance 14 95 28 (48) 3,298
Depreciation and decommissioning 9 41 3 - 1,889
------------------------------------------------------------------
Total Operating Expenses 171 136 4,839 (446) 13,672
------------------------------------------------------------------
OPERATING INCOME (4) 108 (32) - 1,728
Interest expense, net - (47) (2) 12 (665)
Equity in earnings of subsidiaries - - - (775) -
Other income and expense 10 1 3 (46) 201
------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 6 62 (31) (809) 1,264
Income taxes 4 24 (12) - 548
------------------------------------------------------------------
NET INCOME 2 38 (19) (809) 716
Preferred dividend requirement - - - (33) -
------------------------------------------------------------------
INCOME AVAILABLE FOR COMMON STOCK $ 2 $ 38 $ (19) $ (776) $ 716
==================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1997
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E GAS
GAS AND TRANSMISSION,
PG&E ELECTRIC PG&E TEXAS
CORPORATION COMPANY ENTERPRISES CORPORATION
---------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ - $ 80 $ 62 $ 79
Short-term investments 1 1,143 - 16
Accounts receivable
Customer, net - 1,204 93 182
Regulatory balancing accounts - 658 - -
Related parties 149 459 39 117
Energy marketing - - 107 -
Inventories and prepayments - 523 5 31
-----------------------------------------------
Total Current Assets 150 4,067 306 425
PROPERTY, PLANT, AND EQUIPMENT
Pacific Gas and Electric Company - 32,972 - -
Gas transmission - - 8 1,680
Other - - 48 -
-----------------------------------------------
Total Property, plant, and equipment
(at original cost) - 32,972 56 1,680
Accumulated depreciation and
decommissioning - (15,558) (22) (5)
-----------------------------------------------
Net Property, Plant, and Equipment - 17,414 34 1,675
OTHER NONCURRENT ASSETS
Regulatory assets - 2,283 - -
Nuclear decommissioning funds - 1,024 - -
Investment in subsidiaries 9,698 - - -
Other noncurrent assets 1 359 784 231
-----------------------------------------------
Total Noncurrent Assets 9,699 3,666 784 231
-----------------------------------------------
TOTAL ASSETS $ 9,849 $ 25,147 $ 1,124 $ 2,331
===============================================
<PAGE>
Exhibit A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1997
(in millions)
(Unaudited)
PG&E
PG&E GAS PG&E GAS ENERGY PG&E
TRANSMISSION TRANSMISSION TRADING CORPORATION
TECO, INC. CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ - $ 4 $ 12 $ - $ 237
Short-term investments - - - - 1,160
Accounts receivable
Customer, net 18 17 - - 1,514
Regulatory balancing accounts - - - - 658
Related parties - 62 40 (866) -
Energy marketing - - 723 - 830
Inventories and prepayments 2 15 50 - 626
------------------------------------------------------------------
Total Current Assets 20 98 825 (866) 5,025
PROPERTY, PLANT, AND EQUIPMENT
Pacific Gas and Electric Company - - - - 32,972
Gas transmission 204 1,592 - - 3,484
Other - - 9 - 57
------------------------------------------------------------------
Total Property, plant, and equipment
(at original cost) 204 1,592 9 - 36,513
Accumulated depreciation and
decommissioning (4) (449) (3) - (16,041)
------------------------------------------------------------------
Net Property, Plant, and Equipment 200 1,143 6 - 20,472
OTHER NONCURRENT ASSETS
Regulatory assets - 54 - - 2,337
Nuclear decommissioning funds - - - - 1,024
Investment in subsidiaries - - - (9,698) -
Other noncurrent assets 248 35 41 - 1,699
------------------------------------------------------------------
Total Noncurrent Assets 248 89 41 (9,698) 5,060
------------------------------------------------------------------
TOTAL ASSETS $ 468 $ 1,330 $ 872 $(10,564) $ 30,557
==================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1997
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E GAS
GAS AND TRANSMISSION,
PG&E ELECTRIC PG&E TEXAS
CORPORATION COMPANY ENTERPRISES CORPORATION
---------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ - $ - $ 3 $ 100
Current portion of long-term debt - 580 3 76
Current portion of rate reduction
bonds - 125 - -
Accounts payable
Trade creditors - 441 15 277
Related parties 635 134 (85) 31
Other 10 578 24 (15)
Energy marketing - - 70 -
Accrued taxes 46 229 (40) (15)
Other 118 522 46 39
------------------------------------------------
Total Current Liabilities 809 2,609 36 493
NONCURRENT LIABILITIES
Long-term debt - 6,218 76 760
Rate reduction bonds - 2,776 - -
Deferred income taxes - 3,304 253 255
Deferred tax credits - 338 - 1
Other 1 1,810 113 72
------------------------------------------------
Total Noncurrent Liabilities 1 14,446 442 1,088
Preferred stock of subsidiary with
mandatory redemption provisions - 137 - -
Pacific Gas and Electric Company
obligated mandatorily redeemable
preferred securities of trust
holding solely Pacific Gas and
Electric Company subordinated
debentures - 300 - -
STOCKHOLDERS' EQUITY
Preferred stock without mandatory
redemption provision - 402 - -
Common stock 6,464 4,582 751 778
Reinvested earnings 2,575 2,671 (105) (28)
------------------------------------------------
Total Stockholders' Equity 9,039 7,655 646 750
------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 9,849 $ 25,147 $ 1,124 $ 2,331
================================================
<PAGE>
Exhibit A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1997
(in millions)
(Unaudited)
PG&E
PG&E GAS PG&E GAS ENERGY PG&E
TRANSMISSION TRANSMISSION TRADING CORPORATION
TECO, INC. CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ - $ - $ - $ - $ 103
Current portion of long-term debt - - - - 659
Current portion of rate reduction
bonds - - - - 125
Accounts payable
Trade creditors - 21 - - 754
Related parties - 1 152 (868) -
Other 15 3 3 2 620
Energy marketing - - 688 - 758
Accrued taxes (2) 10 (2) - 226
Other 2 12 - - 739
------------------------------------------------------------------
Total Current Liabilities 15 47 841 (866) 3,984
NONCURRENT LIABILITIES
Long-term debt - 605 - - 7,659
Rate reduction bonds - - - - 2,776
Deferred income taxes 69 148 - - 4,029
Deferred tax credits - - - - 339
Other - 38 - - 2,034
------------------------------------------------------------------
Total Noncurrent Liabilities 69 791 - - 16,837
Preferred stock of subsidiary with
mandatory redemption provisions - - - - 137
Pacific Gas and Electric Company
obligated mandatorily redeemable
preferred securities of trust
holding solely Pacific Gas and
Electric Company subordinated
debentures - - - - 300
STOCKHOLDERS' EQUITY
Preferred stock without mandatory
redemption provision - - - - 402
Common stock 382 348 50 (6,989) 6,366
Reinvested earnings 2 144 (19) (2,709) 2,531
-----------------------------------------------------------------
Total Stockholders' Equity 384 492 31 (9,698) 9,299
-----------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 468 $ 1,330 $ 872 $(10,564) $ 30,557
=================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E GAS
GAS AND TRANSMISSION,
PG&E ELECTRIC PG&E TEXAS
CORPORATION COMPANY ENTERPRISES CORPORATION
---------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1996 $ 2,324 $ 2,636 $ (117) $ -
Net Income 749 735* 14 (27)
Common stock repurchased - - - -
Dividends declared
Common stock (485) (699) - -
Other (13) (1) (2) (1)
-------------------------------------------------
Balance at December 31, 1997 $ 2,575 $ 2,671 $ (105) $ (28)
=================================================
<FN>
* Included $33 million in preferred dividend requirement. Consistent with the calculation of
Net Income for PG&E Corporation.
<PAGE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(in millions)
(Unaudited)
PG&E
PG&E GAS PG&E GAS ENERGY PG&E
TRANSMISSION TRANSMISSION TRADING CORPORATION
TECO, INC. CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
Balance at December 31, 1996 $ - $ 117 $ - $ (2,324) $ 2,636
Net Income 2 38 (19) (776) 716
Common stock repurchased - - - (308) (308)
Dividends declared
Common stock - - - 699 (485)
Other - (11) - - (28)
-----------------------------------------------------------------
Balance at December 31, 1997 $ 2 $ 144 $ (19) $ (2,709) $ 2,531
=================================================================
</TABLE>
<PAGE>
EXHIBIT B
If at the time a report on this form is filed, the registrant is
required to submit this report and any amendments thereto
electronically via EDGAR, the registrant shall furnish a
Financial Data Schedule. The Schedule shall set forth the
financial and other data specified below that are applicable to
the registrant on a consolidated basis.
Item No. Caption Heading
(in millions)
As of December 31, 1997
1 Total assets at December 31, 1996 $ 26,237
1 Total assets at December 31, 1997 $ 30,557
2 Total operating revenues for the period
ending December 31, 1996 $ 9,610
2 Total operating revenues for the period
ending December 31, 1997 $ 15,400
3 Income available for common stock at
December 31, 1996 $ 722
3 Income available for common stock at
December 31, 1997 $ 716
<PAGE>
EXHIBIT C
An organizational chart showing the relationship of each
Exempt Wholesale Generator (EWG) or foreign utility company to
associate companies in the holding-company system.
Exempt Wholesale Generators (EWGs):
1. COBISA-PERSON LIMITED PARTNERSHIP
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Ibis Power Corporation
Jacaranda Power Corporation
Cobisa-Person Limited Partnership
2. CATAULA GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Black Hawk I Power Corporation
Peach II Power Corporation
Cataula Generating Company, L.P.
3. JMC OCEAN STATE CORPORATION
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Beale Generating Company
J. Makowski Company, Inc.
JMC Ocean State Corporation
Ocean State Power
Ocean State Power II
OSP Finance Company
4. PITTSFIELD GENERATING COMPANY, L.P.
(formerly ALTRESCO PITTSFIELD, L.P.)
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Beale Generating Company
J. Makowski Company, Inc.
JMC Altresco, Inc.
Altresco, Inc.
Pittsfield Generating Company, L.P.
(formerly Altresco Pittsfield, L.P.)
Berkshire Pittsfield, Inc.
Berkshire Pittsfield, L.P.
Berkshire Feedline Acquisition L.P.
Pittsfield Partners, Inc.
5. SELKIRK COGEN PARTNERS, L.P.
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Beale Generating Company
J. Makowski Company, Inc.
JMC Selkirk Holdings, Inc.
JMC Selkirk, Inc.
PentaGen Investors, L.P.
Selkirk Cogen Partners, L.P.
Selkirk Cogen Funding Corp.
<PAGE>
6. WALLKILL GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Brodia Enterprises
Dogwood Power Corporation
Wallkill Generating Company, L.P.
7. KEYSTONE URBAN RENEWAL LIMITED PARTNERSHIP
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Eagle Power Corporation
Keystone Cogeneration Company, L.P.
Keystone Urban Renewal Limited Partnership
Logan Generating Company, L.P.
(formerly Keystone Energy Services Company, L.P.)
8. LOGAN GENERATING COMPANY, L.P.
(formerly KEYSTONE ENERGY SERVICES COMPANY., L.P.)
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Eagle Power Corporation
Keystone Cogeneration Company, L.P.
Keystone Urban Renewal Limited Partnership
Logan Generating Company, L.P.
(formerly Keystone Energy Services Company, L.P.)
9. HERMISTON GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Enterprises
PG&E Generating Company
Larkspur Power Corporation
Buckeye Power Corporation
Hermiston Generating Company, L.P.
<PAGE>
PG&E CORPORATION
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this thirty-
first day of December, 1997.
PG&E Corporation
By CHRISTOPHER P. JOHNS
..............................................................
CHRISTOPHER P. JOHNS
Controller
Corporate Seal
Attest:
.............................................................
Corporate Secretary
Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed.
Christopher P. Johns
Controller
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94177
<PAGE>
