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.
P.O. Box 1051 Georgetown
<PAGE>
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.
Mission Trail Insurance (Cayman) Ltd. is in the process
of dissolution, which is expected to be completed in
1999.
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
<PAGE>
San Francisco, CA 94177
Eureka Energy Company, incorporated under the laws of
the State of California, is a wholly owned subsidiary of
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.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
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
<PAGE>
PG&E Capital I, a business trust, is 3% owned by
Pacific Gas and Electric Company. PG&E Capital I was
formed as a special purpose financing vehicle for the
purpose of issuing deferrable income securities.
1.2.1.13. PG&E Funding, LLC
245 Market Street, Suite 424
San Francisco, CA 94105
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
ownership of transition property and issuance of
securities.
1.2.1.14. 201 Turk Street, L.P.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
201 Turk Street, L.P., a California partnership, is 33%
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.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1989 Oakland Housing Partnership Associates, L.P., a
California partnership, is owned 46% 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.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
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.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
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. Pacific Gas and Electric Housing Fund Partnership, L.P.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Pacific Gas and Electric Housing Fund Partnership,
L.P., a California partnership, is owned 99% by Pacific
Gas and Electric Company as a limited partner. Pacific
Gas and Electric 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.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Merritt Community Capital Fund V, L.P., a California
partnership, is owned 2% by Pacific Gas and Electric
<PAGE>
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.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
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 Diversified Investments, Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Diversified Investments, Inc., incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of Claimant. PG&E Diversified Investments, Inc.
was formed for the purpose of holding ownership of PG&E
Corporation's unregulated subsidiaries, both direct and
indirect.
1.2.2.1. PG&E Capital, LLC
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Capital, LLC, incorporated under the laws of the
State of Delaware, is a wholly-owned subsidiary of PG&E
Diversified Investments, Inc., formed for financing and
other transactions related to the energy industry.
1.2.2.2. PG&E Corporation Support Services, Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Corporation Support Services, Inc., incorporated
under the laws of the State of Delaware, is a wholly-
owned subsidiary of PG&E Diversified Investments, Inc.
that provides general corporate support services to the
PG&E Corporation family outside the State of California.
1.2.2.3. PG&E Gas Transmission Corporation
formerly PG&E Gas Holdings (Gas Transmission)
2100 SW River Parkway
Portland, OR 97201
Gas Transmission, incorporated under the laws of the
State of California, is a gas holding company and is a
wholly owned subsidiary of PG&E Diversified Investments,
Inc.
1.2.2.3.1. 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 Northeast United
States.
1.2.2.3.2. 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
<PAGE>
facilities capable of transporting natural gas from the
Canada-U.S. border to the Oregon-California border.
1.2.2.3.2.1. Pacific Gas Transmission International, Inc.
2100 SW River Parkway
Portland, Oregon 97201
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.
1.2.2.3.2.2. Pacific Gas Transmission Company
2100 SW River Parkway
Portland, Oregon 97201
Pacific Gas Transmission Company, incorporated under
the laws of the State of California, is a wholly
owned subsidiary of PG&E Gas Transmission, Northwest
Corporation. Pacific Gas Transmission Company was
created to pursue business opportunities in the
natural gas business in the United States.
1.2.2.4. PG&E Enterprises
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Enterprises, incorporated under the laws of the
State of California, is a wholly owned subsidiary of PG&E
Diversified Investments, Inc. PG&E Enterprises was
formed as a holding company for oil and gas, real estate,
electric generation, and technology investments.
1.2.2.4.1. PG&E Generating Company
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Generating Company, incorporated under the laws of
the State of California, is a wholly owned non-
regulated subsidiary of PG&E 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.
1.2.2.4.1.1. U.S. Generating Company, LLC
Delaware Limited Liability Company
100% owned by PG&E Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1. USGen Power Group, LLC
Delaware Limited Liability Company
100% owned by U.S. Generating Company, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.1. Beale Generating Company
(formerly J. Makowski Company, Inc.)
Delaware corporation
89% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
<PAGE>
1.2.2.4.1.1.1.1.1. JMC Altresco, Inc.
Colorado corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.1.1. Altresco, Inc.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.1.1.1. Pittsfield Generating Company, L.P.
(formerly Altresco Pittsfield, L.P.)
Delaware partnership
99% owned by Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
The 1% interest is held by Pittsfield
Partners, Inc.
1.2.2.4.1.1.1.1.1.2. Berkshire Pittsfield, Inc.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.1.2.1. Berkshire Feedline Acquisition, Limited
Partnership
Massachusetts partnership
1% owned by Berkshire Pittsfield, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.1.3. Pittsfield Partners, Inc.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
Pittsfield Partners, Inc. holds a 1% LP
Interest in Pittsfield Generating Company,
L.P.
1.2.2.4.1.1.1.1.2. JMC Iroquois, Inc.
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.2.1. Iroquois Gas Transmission System, L.P.
Delaware partnership
4.93% owned by JMC Iroquois, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.3. JMC Selkirk Holdings, Inc.
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.3.1. JMC Selkirk, Inc.
Delaware corporation
<PAGE>
100% owned by JMC Selkirk Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.3.1.1 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
1.2.2.4.1.1.1.1.3.1.2 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
1.2.2.4.1.1.1.1.3.1.2.1. Selkirk Cogen Funding Corporation
Delaware corporation
100% owned by Selkirk Cogen Partners,
L.P.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.3.2. 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)
1.2.2.4.1.1.1.1.4. MASSPOWER, Inc.
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.1.4.1. 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)
1.2.2.4.1.1.1.1.5. Orchard Gas Corporation
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2. Mason Generating Company
Delaware corporation
89% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.2.1. Bowdoin Storage Services, Inc.
<PAGE>
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.2. J. Makowski Associates, Inc.
Massachusetts corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.2.1. Coastal Cryogenics Tankship Corporation
Delaware corporation
50% owned by J. Makowski Associates, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.3. JMC Avoca, Inc.
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.3.1. Avoca Natural Gas Storage
New York general partnership
46.88% owned by JMC Avoca, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.4. JMC Cayuta, Inc.
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.5. JMC Steuben, Inc.
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.2.6. Steuben Pipeline Services, Inc.
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.1.3. Eagle Power Corporation
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.3.1. Granite Generating Company, L.P.
Delaware partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.3.1.1. Granite Water Supply Company, Inc.
Delaware corporation
100% owned by Granite Generating Company,
L.P.
7500 Old Georgetown Rd., 13th Floor
<PAGE>
Bethesda, MD 20814
1.2.2.4.1.1.1.3.2. Keystone Cogeneration Company, L.P.
Delaware partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.3.2.1. Keystone Urban Renewal Limited Partnership
Delaware partnership
50% of 99% owned by Keystone Cogeneration
Company, L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
The 1% interest is owned by Granite
Generating Company, L.P.
1.2.2.4.1.1.1.3.3. Logan Generating Company, L.P.
Delaware partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.4. Larkspur Power Corporation
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.5. Buckeye Power Corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.5.1. Hermiston Generating Company, L.P.
Delaware partnership
80% owned by Larkspur Power Corporation
20% owned by Buckeye Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.6. APLOMADO POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.7. RAPTOR HOLDINGS COMPANY
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.7.1. GRAY HAWK POWER CORPORATION
Delaware corporation
100% owned by Raptor Holdings Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.7.1.1. CEDAR BAY COGENERATION, INC.
Delaware corporation
100% owned by Gray Hawk Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
<PAGE>
1.2.2.4.1.1.1.7.1.1.1. CEDAR BAY GENERATING COMPANY, L.P.
Delaware partnership
80% owned by Cedar Bay Cogeneration, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.7.2. PG&E MANAGEMENT SERVICES COMPANY
California corporation
100% owned by Raptor Holdings Company
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.8. RED TAIL POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.8.1. EVENDALE GENERATING COMPANY, L.P.
Delaware partnership
49% owned by Red Tail Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
2% is held by PG&E Generating Company
1.2.2.4.1.1.1.9. TOYAN ENTERPRISES
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.9.1. INDIANTOWN PROJECT INVESTMENT PARTNERSHIP, L.P.
Delaware partnership
24.817% owned by Toyan Enterprises
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.9.2. INDIANTOWN COGENERATION, L.P.
Delaware partnership
30.05% owned by Toyan Enterprises
19.95% owned by Indiantown Project Investment
Partnership, L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.9.2.1. INDIANTOWN COGENERATION FUNDING CORPORATION
Delaware corporation
100% owned by Indiantown Cogeneration, L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.10. SPRUCE POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.10.1. Spruce Limited Partnership
Delaware partnership
34% owned by Spruce Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
<PAGE>
1.2.2.4.1.1.1.11. SYCAMORE POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.12. WILLOW POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.13. MERLIN POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.13.1. FELLOWS GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Merlin Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.14. OSPREY POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.14.1. MAGNOLIA POWER CORPORATION
California corporation
100% owned by Osprey Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.14.2. EAST SYRACUSE GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Osprey Power Corporation
50% owned by Magnolia Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.15. PACIFIC ENERGY SERVICES COMPANY
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.16. PELICAN POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.16.1. OKEELANTA POWER, LIMITED PARTNERSHIP
Florida partnership
37.54% owned by Pelican Power Corporation
316 Royal Poinciana Plaza
Palm Beach, FL 33480
1.2.2.4.1.1.1.17. PEREGRINE POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
<PAGE>
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.17.1. CHAMBERS COGENERATION, LIMITED
PARTNERSHIP
Delaware partnership
50% owned by Peregrine Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.18. HARRIER POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.18.1. COLSTRIP ENERGY LIMITED PARTNERSHIP
Montana partnership
37.5% owned by Harrier Power Corporation
37.5% owned by Spruce Limited Partnership
314 N. Last Chance Gulch
Helena, MT 59624
1.2.2.4.1.1.1.19. HERON POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.19.1. GATOR GENERATING COMPANY, L.P.
Delaware partnership
79.2% owned by Heron Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.20. JAEGER POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.20.1. NORTHAMPTON GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Jaeger Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.20.1.1. NORTHAMPTON FUEL SUPPLY COMPANY, INC.
Delaware corporation
100% owned by Northampton Generating
Company, L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.20.1.2. NORTHAMPTON WATER SUPPLY, INC.
Delaware corporation
100% owned by Northampton Generating
Company, L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.21. KESTREL POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
<PAGE>
Bethesda, MD 20814
1.2.2.4.1.1.1.22. GOSHAWK POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.22.1. SPRINGFIELD GENERATING COMPANY, L.P.
Delaware partnership
50% owned by Goshawk Power Corporation
50% owned by Sycamore Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
Springfield Generating Company, L.P. also
holds a 17.5% GP interest in MASSPOWER (see
above).
1.2.2.4.1.1.1.23. FALCON POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.23.1. SCRUBGRASS POWER CORP.
Pennsylvania corporation
100% owned by Falcon Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.23.2. SCRUBGRASS GENERATING COMPANY, L.P.
Delaware partnership
25.13% owned by Falcon Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
An additional 24.87% interest is owned by
Scrubgrass Power Corp.
1.2.2.4.1.1.1.23.2.1. CLEARFIELD PROPERTIES, INC.
Delaware corporation
100% owned by Scrubgrass Generating Company,
L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.23.2.2. LEECHBURG PROPERTIES, INC.
Delaware corporation
100% owned by Scrubgrass Generating Company,
L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.24. DOGWOOD POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.25. DOGWOOD POWER I CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
<PAGE>
1.2.2.4.1.1.1.26. EUCALYPTUS POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.27. ELM POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.28. WHITE TAIL POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.29. JACARANDA POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.30. IBIS POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.31. BRODIA ENTERPRISES
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.31.1. WALLKILL GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Brodia Enterprises
49% owned by Dogwood Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.32. BRODIA I ENTERPRISES
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.32.1. WALLKILL TRANSPORT COMPANY, L.P.
Delaware partnership
51% owned by Brodia I Enterprises
49% owned by Dogwood I Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.33. CARACARA POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.33.1. LONGVIEW GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Caracara Power Corporation
<PAGE>
49% owned by Larch Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.34. COOPER'S HAWK POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.34.1. 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., 13th Floor
Bethesda, MD 20814
The 2% interest is held by PG&E Generating
Company
1.2.2.4.1.1.1.35. CORMORANT POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.35.1. ROTTERDAM GENERATING COMPANY, L.P.
Delaware partnership
49% owned by Cormorant Power Corporation
49% owned by Willow Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
2% interest is held by PG&E Generating
Company
1.2.2.4.1.1.1.36. LARCH POWER CORPORATION
Delaware Corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.37. BLACK HAWK I POWER CORPORATION
California corporation
100% owned by USGen Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.1.38. PEACH II POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.1.39. LOON POWER CORPORATION
Delaware corporation
100% owned by USGen Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2. USGen Energy Group, LLC
Delaware Limited Liability Company
100% owned by U.S. Generating Company, LLC
<PAGE>
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.1. BLACK HAWK POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.2.1.1. 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., 13TH Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.2. BLACK HAWK III POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.2.2.1. LAKE ROAD GENERATING COMPANY, L.P.
(formerly Richmond 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., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.3. HARLAN POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.2.3.1. UMATILLA GENERATING COMPANY, L.P.
Delaware partnership
51% owned by Harlan Power Corporation
49% owned by Juniper Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.4. PEACH I POWER CORPORATION
Delaware Corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.5. PEACH IV POWER CORPORATION
Delaware Corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.6. JUNIPER POWER CORPORATION
Delaware Corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.7. PLOVER POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
<PAGE>
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.2.7.1. MANTUA CREEK GENERATING COMPANY, L.P.
(formerly SMITHBURG GENERATING COMPANY, L.P.)
Delaware partnership
51% owned by Plover Power Corporation
49% owned by Beech Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.8. BEECH POWER CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.9. BLACK HAWK II POWER CORPORATION
California corporation
100% owned by USGen Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.2.9.1 MILLENNIUM POWER PARTNERS, L.P.
Delaware partnership
51% owned by Black Hawk II Power Corporation
49% owned by Peach III Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.10. PEACH III POWER CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.11. USGEN NEW ENGLAND, INC.
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13t Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.12. KENNERDELL POWER CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.12.1. KENNERDELL GENERATING COMPANY, LLC
Delaware limited liability company
99% owned by Kennerdell Power Corporation
1% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.13. LA PALOMA POWER CORPORATION.
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.13.1. LA PALOMA GENERATING COMPANY, LLC
Delaware limited liability company
99% owned by La Paloma Power Corporation
1% owned by USGen Energy Group, LLC
<PAGE>
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.14. LIBERTY GENERATING CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.14.1. LIBERTY GENERATING COMPANY, LLC
Delaware limited liability company
99% owned by Liberty Generating Corporation
1% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.15. OTAY MESA POWER CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.15.1. OTAY MESA GENERATING COMPANY, LLC
Delaware limited liability company
99% owned by Otay Mesa Power Corporation
1% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.16. PORT CITIES POWER CORPORATION
Delaware corporation
100% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.2.16.1. PORT CITIES GENERATING COMPANY, LLC
Delaware limited liability company
99% owned by Port Cities Power Corporation
1% owned by USGen Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3. USGen Services, LLC
Delaware Limited Liability Company
100% owned by U.S. Generating Company, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.1. J. MAKOWSKI PITTSFIELD, INC.
Delaware corporation
100% owned by USGen Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.3.2. J. MAKOWSKI SERVICES, INC.
Delaware corporation
100% owned by USGen Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.3.3. JMCS I MANAGEMENT, INC.
Delaware corporation
100% owned by USGen Services, LLC
One Bowdoin Square
<PAGE>
Boston, MA 02114
1.2.2.4.1.1.3.4. U.S. GENERATING (CANADA), LTD.
(formerly J. Makowski (Canada), Ltd.)
Canada corporation
100% owned by USGen Services, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.5. USGEN FUEL SERVICES, INC.
(formerly JMC Fuel Services, Inc.)
Delaware corporation
100% owned by USGen Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.2.4.1.1.3.6. PG&E OPERATING SERVICES COMPANY
California corporation
100% owned by USGen Services, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.2.4.1.1.3.6.1. USOSC HOLDINGS, INC.
Delaware corporation
100% owned by PG&E Operating Services Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.6.2. U.S. OPERATING SERVICES COMPANY
California partnership
98% owned by PG&E Operating Services Company
2% owned by USOSC Holdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.7. USGEN HOLDINGS, INC.
Delaware corporation
100% Owned by USGen Services, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.8. U.S. GENERATING COMPANY
California partnership
98% owned by USGen Services, LLC
2% owned by USGen Holdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.8.1. FIRST OREGON LAND CORPORATION
Delaware corporation
100% owned by U.S. Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.8.2. TOPAZ POWER CORPORATION
Delaware corporation
100% owned by U.S. Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.1.3.8.3. GARNET POWER CORPORATION
Delaware corporation
100% owned by U.S. Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
<PAGE>
1.2.2.4.1.1.3.8.3.1. CARNEYS POINT GENERATING COMPANY
Delaware partnership
50% owned by Topaz Power Corporation
50% owned by Garnet Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.2.4.1.2. Gilia Enterprises
California corporation
100% owned by PG&E Generating Company
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly owned, non-regulated indirect subsidiary of
PG&E Enterprises through its ownership of PG&E
Generating Company.
1.2.2.4.1.3. Marengo Ranch Joint Venture
63% owned by PG&E Generating Company
1.3% owned by Gilia Enterprises
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.4. Rancho Murieta Joint Venture
45% owned by PG&E Generating Company
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.5. 1701 Oak Partnership
50% owned by PG&E Generating Company
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.6. 1801 Oak Partners
50% owned by PG&E Generating Company
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.7. BPS I, Inc.
California corporation
100% owned by PG&E Generating Company
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated real estate development
subsidiary of PG&E Enterprises through its ownership
of PG&E Generating Company.
1.2.2.4.1.7.1. Solano Business Park Associates, L.P.
California partnership
50% owed by BPS I, Inc.
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.8. 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
1.2.2.4.1.9. The Conaway Ranch Company
California corporation
100% owned by PG&E Generating Company
<PAGE>
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated indirect subsidiary of
PG&E Enterprises through its ownership of PG&E
Generating Company, in partnership with the Conaway
Conservancy Group, an existing California general
partnership owning the Conaway Ranch.
1.2.2.4.1.10. Conaway Conservancy Group Joint Venture
California partnership
70% by PG&E Generating Company
30% by Conaway Ranch Company
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.11. DPR, Inc.
California corporation
100% owned by PG&E Generating Company
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated indirect subsidiary of
PG&E Enterprises through its ownership of PG&E
Generating Company; general partner in a real estate
partnership.
1.2.2.4.1.12. Valley Real Estate, Inc.
California corporation
100% owned by PG&E Generating Company
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated indirect subsidiary of
PG&E Enterprises through its ownership of PG&E
Generating Company; general partner in a real estate
partnership.
1.2.2.4.1.13. McSweeney Ranch Joint Venture
California partnership
50% owned by PG&E Generating Company
4615 Cowell Blvd.
Davis, CA 95616
1.2.2.4.1.14. 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
1.2.2.4.1.15. PG&E Energy Trading - Power Holdings Corporation
(formerly Kite Power Corporation)
California corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd., Suite 1300
Bethesda, MD 20814
This corporation serves as the 2% sole general
partner of PG&E Energy Trading - Power, L.P.
1.2.2.4.1.15.1. PG&E ET Investments Corporation
Delaware corporation
100% owned by PG&E Energy Trading - Power Holdings
Corporation
One Oak Park
1020 N.E. Loop 410, Suite 700
San Antonio, TX 78209
<PAGE>
This investment corporation owns the 98% limited
partner interest in PG&E Energy Trading - Power,
L.P.
1.2.2.4.1.15.1.1. PG&E Energy Trading-Power, L.P.
Delaware limited partnership
98% owned by PG&E ET Investments Corporation
2% owned by PG&E Energy Trading - Power
Holdings Corporation
7500 Old Georgetown Rd., Suite 1300
Bethesda, MD 20814
This limited partnership is engaged in electric
power marketing and trading.
1.2.2.4.1.16. PG&E International Inc.
(formerly "PG&E Generating International Company")
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
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.
1.2.2.4.1.16.1. PG&E International Development Holdings, LLC
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned subsidiary of PG&E International,
Inc., incorporated under the laws of the State of
Delaware, formed to own and sell an Australian
pipeline development company.
1.2.2.4.1.16.2. Gannet Power Corporation
California corporation
100% owned by PG&E International Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1.2.2.4.1.16.3. PG&E Overseas Holdings I, LTD.
Cayman Islands Company
100% owned by PG&E International Inc.
P.O. Box 309, George Town
Grand Cayman, Cayman Islands, BWI
A wholly-owned, non-regulated indirect subsidiary
of PG&E Enterprises through its ownership of PG&E
Generating Company and PG&E International, Inc.
Holding Company for PG&E Overseas Holdings II,
Ltd.
1.2.2.4.1.16.3.1. PG&E Overseas Holdings II, Ltd.
Labuan Company
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.
A wholly-owned, non-regulated indirect
subsidiary of PG&E Enterprises through its
ownership of PG&E Generating Company, PG&E
International, Inc., and PG&E Overseas Holdings
I, Ltd.
1.2.2.4.1.16.3.1.1. PG&E Corporation Australian Holdings
<PAGE>
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.
1.2.2.4.1.16.3.1.1.1. 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).
1.2.2.4.1.16.3.1.1.2. 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 operated 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.
1.2.2.4.1.16.3.1.1.3. 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.
1.2.2.4.1.16.3.1.1.4. PGT Western Australia Pty Ltd
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
<PAGE>
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.
1.2.2.4.1.16.3.1.1.5. 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.
1.2.2.4.1.16.3.1.1.6. 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.
1.2.2.4.1.16.4. PG&E Gas Transmission Bundaberg Pty Ltd.
Level 33, Waterfront Place
One Eagle Street
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.
1.2.2.4.1.16.5. 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.
1.2.2.4.1.16.6. 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.
<PAGE>
1.2.2.4.1.16.7. 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.
1.2.2.4.1.16.8. 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.
1.2.2.4.1.16.9. 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.
1.2.2.4.1.16.10. PG&E Gas Transmission Project 10 Pty Ltd.
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.
1.2.2.4.1.16.11. 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.
1.2.2.4.1.16.12. 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.
<PAGE>
1.2.2.4.1.16.13. 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.
1.2.2.4.1.16.14. Rocksavage Services I, Inc.
100% owned by PG&E International Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1.2.2.4.2. PG&E Overseas, Inc.
California corporation
100% owned by PG&E Enterprises
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated subsidiary of PG&E
Enterprises; U.S. shareholder of PG&E Overseas, Ltd.
and PG&E Overseas II, Ltd.
1.2.2.4.2.1. PG&E Australia
California corporation
100% owned by PG&E Overseas, Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated indirect subsidiary of
PG&E Enterprises through its ownership of PG&E
Overseas, Inc. for business development in Australia.
1.2.2.4.2.2. PG&E Overseas, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
A wholly-owned, indirect subsidiary of PG&E
Enterprises through its ownership of PG&E Overseas,
Inc.; holding company for PG&E Pacific I, Ltd. and
PG&E Pacific II, Ltd.
1.2.2.4.2.2.1. PG&E Pacific I, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
A non-regulated indirect subsidiary of PG&E
Enterprises through its ownership of PG&E Overseas
Inc.; an overseas distribution company of PG&E
Overseas, Ltd.
1.2.2.4.2.2.2. PG&E Pacific II, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
<PAGE>
A non-regulated indirect subsidiary of PG&E
Enterprises through its ownership of PG&E Overseas
Inc.; an overseas distribution company of PG&E
Overseas, Ltd.
1.2.2.4.3. Quantum Ventures
California corporation
100% owned by Enterprises
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated subsidiary of PG&E
Enterprises; holding company for PG&E Energy Services
Corporation.
1.2.2.4.3.1. PG&E Energy Services Corporation
(formerly Vantus Energy Corporation)
California corporation
100% owned by Quantum Ventures
345 California Street, Suite 2600
San Francisco, CA 94104
1.2.2.4.3.1.1. PG&E Billing Management Corporation
Delaware corporation
100% owned by PG&E Energy Services Corporation
c/o Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
1.2.2.4.3.1.2. PG&E Energy Services, Energy Trading Corporation
(formerly Vantus Power Services)
California corporation
100% owned by PG&E Energy Services Corporation
345 California Street, Suite 2600
San Francisco, CA 94104
1.2.2.4.3.1.3. Barakat & Chamberlin, Inc.
California Corporation
100% owned by PG&E Energy Services Corporation
345 California Street, Suite 2600
San Francisco, CA 94104
1.2.2.4.3.1.3.1. Creston Financial
California Corporation
100% owned by Barakat & Chamberlin, Inc.
345 California Street, Suite 2600
San Francisco, CA 94104
1.2.2.4.3.1.4. PGCH, Inc.
Delaware Corporation
50% owned by PG&E Energy Services Corporation
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
1.2.2.5. 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 PG&E
Diversified Investments, Inc. GTT is a holding company
for businesses owning Texas natural gas pipelines,
natural gas storage facilities, and natural gas
processing plants.
<PAGE>
1.2.2.5.1. 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.
1.2.2.5.1.1. PG&E Texas Pipeline Company
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.
1.2.2.5.1.1.1. 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.
1.2.2.5.1.1.2. 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, 46.7% by VT Company,
2.7% by PG&E Hydrocarbons Company, 0.3% by PG&E
Texas Energy Company, and 1% by PG&E Texas Natural
Gas Company. PG&E Texas Gas Partners, L.P. is a
natural gas holding company.
1.2.2.5.1.1.2.1. 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, operates, and
leases gas-related facilities.
1.2.2.5.1.1.2.2. 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., PG&E Texas VGM,
L.P., and PG&E Texas Industrial Energy, L.P.
1.2.2.5.1.1.2.2.1. PG&E Hydrocarbons, L.P.
One Oak Park
<PAGE>
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 Company. PG&E Hydrocarbons,
L.P. processes natural gas.
1.2.2.5.1.1.2.2.2. PG&E NGL Marketing, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
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 Company. PG&E NGL Marketing,
L.P. owns natural gas pipelines and markets
natural gas liquids.
1.2.2.5.1.1.2.2.3. 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.
1.2.2.5.1.1.2.2.3.1. PG&E West Texas Pipeline Company
One Oak Park
1020 N. E. Loop 410
Suite 700
San Antonio, TX 78209
PG&E 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. PG&E West Texas
Pipeline Company operates natural gas
pipelines.
1.2.2.5.1.1.2.2.4.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.
PG&E Texas LDC, L.P. is engaged in natural gas
intrastate transmission.
1.2.2.5.1.1.2.2.5. 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.
1.2.2.5.1.1.2.2.6. PG&E Rivercity Energy, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
<PAGE>
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.
1.2.2.5.1.1.2.2.7. PG&E Texas VGM, L.P.
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Texas VGM, 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 Energy Trading Holdings Corporation.
PG&E Texas VGM, L.P. markets gas.
1.2.2.5.1.1.2.2.8. 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.
1.2.2.5.1.2. 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.
1.2.2.5.1.3. 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 is engaged in gas
gathering and related services.
1.2.2.5.1.4. 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 leases a gas storage
cavern.
1.2.2.5.1.5. 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.
1.2.2.5.1.6. PG&E Energy Trading Holdings Corporation
One Oak Park
<PAGE>
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E Energy Trading Holdings Corporation,
incorporated under the laws of the State of Delaware,
is a wholly owned subsidiary of PG&E Texas Natural
Gas Company. PG&E Energy Trading Holdings Corporation
serves as a general partner of PG&E Texas VGM, L.P.
1.2.2.5.1.6.1. 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 PG&E Energy Trading Holdings
Corporation. 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.
1.2.2.5.2. 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.
1.2.2.6. 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 PG&E Diversified Investments, Inc. PG&E
Gas Transmission Teco, Inc. has investments in natural
gas pipelines, and gas gathering and processing
facilities.
1.2.2.6.1. 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.
1.2.2.6.2. 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.
1.2.2.6.3. 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.
1.2.2.6.3.1. Three Rivers Gas Gathering Company, L.L.C.
<PAGE>
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.
1.2.2.6.4. 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. Teco Gas Services
Company markets gas.
1.2.2.6.4.1. San Jacinto Industrial Gas Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
San Jacinto Industrial Gas Company, a Texas general
partnership, is owned 50% by Teco Gas Services
Company and 50% by Duke Energy Field Services Inc.
(not affiliated with Claimant). San Jacinto
Industrial Gas Company is engaged in natural gas
marketing.
1.2.2.6.5. 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.
1.2.2.6.5.1. San Jacinto Gas Transmission Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
San Jacinto Gas Transmission Company, a Texas general
partnership, is owned 50% by Teco Industrial Gas
Company and 50% by Centana Intrastate Pipeline
Company and it owns an intrastate pipeline.
1.2.2.6.6. MidTexas Pipeline Company
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
MidTexas Pipeline Company, a Texas general
partnership, is owned 50% by PG&E Gas Transmission
Teco, Inc. and 50% by Houston Pipe Line Company (not
affiliated with Claimant). MidTexas Pipeline Company
owns an intrastate natural gas pipeline.
1.2.2.6.7. Jackson County Pipeline System
[also known as "Toro Grande" and "Edna (Campeon)
System"]
One Oak Park
1020 N. E. Loop 410, Suite 700
San Antonio, TX 78209
Jackson County Pipeline System, a Texas joint venture,
is owned 50% by PG&E Gas Transmission Teco, Inc. and
<PAGE>
50% by Gateway Energy Corporation (not affiliated with
Claimant). Jackson County Pipeline System owns an
intrastate natural gas pipeline and gathering system.
1.2.2.6.8. PG&E West Texas Pipeline Company
One Oak Park
1020 N.E. Loop 410, Suite 700
San Antonio, TX 78209
PG&E 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. PG&E
West Texas Pipeline Company operates natural gas
pipelines.
1.2.2.7. PG&E Energy Trading - Gas Corporation
1100 Louisiana, Suite 1000
Houston, Texas 77002
PG&E Energy Trading - Gas Corporation, incorporated under
the laws of the State of California, is a wholly owned
subsidiary of PG&E Diversified Investments, Inc. PG&E
Energy Trading - Gas Corporation purchases and resells
energy commodities and related financial instruments.
1.2.2.7.1. PG&E Energy Trading, Canada Corporation
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 - Gas Corporation.
PG&E Energy Trading, Canada Corporation markets and
trades natural gas in Canada.
1.2.2.7.1.1. 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 Options Inc. markets 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)(2)
========== ======== ========= =============
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 San Francisco 3 377,000
Pittsburg(1) Contra Costa 7 2,022,000
Potrero(1) San Francisco 1 207,000
---- ----------
Steam Subtotal 15 3,391,000
---- ----------
Combustion Turbines:
Hunters Point San Francisco 1 52,000
Potrero(1) San Francisco 3 156,000
Mobile Turbines(3) Humboldt and
Mendocino 3 45,000
Combustion Turbines ---- ----------
Subtotal 7 253,000
---- ----------
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 150 10,938,100
==== ==========
(1) In 1998, Pacific Gas and Electric Company entered into
agreements to sell these power plants and its
geothermal facilities in connection with electric
industry restructuring.
(2) In July 1998, Pacific Gas and Electric Company sold
three power plants with an total of 2,645 megawatts
(MW).
(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.
(Present steam conditions prevent the units from
operating at full operating capacity.)
Pacific Gas and Electric Company's electric transmission
system consists of approximately 18,624 circuit miles of
interconnected transmission lines of 60 kilovolts (kV) to
500 kV and transmission substations having a capacity of
approximately 39,565,906 kilovolt-amperes (kVa). The
operation of the transmission system in California,
including facilities owned by Pacific Gas and Electric
Company, is under the control of the Independent System
Operator (ISO) in connection with electric industry
restructuring. Pacific Gas and Electric Company's
electric distribution system consists of approximately
112,080 circuit miles of distribution lines and
<PAGE>
distribution substations having a capacity of
approximately 23,575,800 kVa.
Pacific Gas and Electric Company owns and operates an
integrated gas transmission, storage, and distribution
system in California. Pacific Gas and Electric Company's
natural gas facilities consist of approximately 5,706
miles of transmission pipelines, three gas storage
facilities and approximately 37,023 miles of gas
distribution lines.
3. The following information for the year ending December 31, 1998
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 located in the State of California.
Pacific Gas and Electric Company Year
(in millions) ending
12/31/98
------------
Number of kwh of electric energy
sold at retail or wholesale 77,884
Number of Mcf of natural or
manufactured gas distributed
at retail 692
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 150
Number of Mcf of natural or
manufactured gas sold at wholesale
outside the State or at the State
line 37
Number of kwh of electric energy
purchased outside the State or
at the State line 1,894
Number of Mcf of natural or
manufactured gas purchased outside
the State or at the State line 420
<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. PITTSFIELD GENERATING COMPANY, L.P.
(formerly ALTRESCO PITTSFIELD, L.P.) [EWG]
a) Pittsfield Generating Company, L.P.
235 Merrill Road
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 100% of US Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 89% of Beale
Generating Company (formerly 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.
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.
d) Capitalization or total equity as of December 31, 1998 =
$16,205,848
Net income for the twelve months ended December 31, 1998 =
$1,380,668
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, PG&E Energy
<PAGE>
Trading - Gas Corporation, 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.
Pittsfield Generating Company, L.P. has an enabling
agreement with PG&E Energy Trading - Power, L.P. pursuant
to which it may make wholesale sales of electricity and
purchase and sell other ancillary services from time to
time.
4.2. 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 100% of US Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 89% of Beale
Generating Company (formerly 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.
d) Capitalization or total equity as of December 31, 1998 =
($46,810,489).
Net income for the twelve months ended December 31, 1998 =
$16,321,704.
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 PG&E Energy Trading - Gas Corporation, Pittsfield
Generating Company, MASSPOWER, and USGen Fuel Services
pursuant to which it may enter into non-firm/interruptible
<PAGE>
gas purchase and sales transactions at market pricing,
from time to time.
Selkirk Cogen Partners, L.P. has an enabling agreement
with PG&E Energy Trading - Power, L.P. pursuant to which
it may make wholesale sales of electricity and purchase
and sell other ancillary services from time to time.
4.3. 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
owns 100% of U.S. Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 100% of Eagle Power
Corporation, which owns a 50% combined general and limited
partnership interest in Keystone Cogeneration Company,
L.P., 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 and other
subsidiaries.
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,
U.S. Generating Company, LLC, USGen Power Group, LLC, and
Eagle Power Corporation, 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, 1998 =
$100.
Net income after taxes for the twelve months ended
December 31, 1998 = $0.
e) None.
4.4. LOGAN GENERATING 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
owns 100% of U.S. Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 100% of 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,
U.S. Generating Company, LLC, USGen Power Group, LLC, and
Eagle Power Corporation, 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, 1998 =
$71,828,073.
<PAGE>
Net income after taxes for the twelve months ended
December 31, 1998 = $16,825,130.
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 Logan Generating Company, L.P.
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 PG&E Energy Trading - Power, L.P. pursuant to which
it may make wholesale sales of electricity and purchase
and sell other ancillary services from time to time.
4.5. 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
owns 100% of U.S. Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 100% each of
Larkspur Power Corporation and Buckeye Power Corporation,
which 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 Hermiston Generating Company, L.P. on
October 30, 1996. Buckeye Power Corporation made a
capital contribution of $7,713,037 to Hermiston Generating
Company, L.P. on October 30, 1996. Enterprises, through
PG&E Generating Company, U.S. Generating Company, LLC,
USGen Power Group, LLC, Larkspur Power Corporation, and
Buckeye Power Corporation, owns a 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, 1998 =
$46,580,525
Net income for the twelve months ended December 31, 1998 =
$10,995,122
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, 1998.
4.6. MASSPOWER [EWG]
a) MASSPOWER
750 Worcester Street
Indian Orchard, MA 01151
<PAGE>
MASSPOWER, Inc. is a 30% general partner in MASSPOWER.
Springfield Generating Company, L.P. is a 17.5% general
partner in MASSPOWER. MASSPOWER is a 240 MW natural gas-
fired combined cycle cogeneration facility located in
Springfield, MA, selling power to Western Massachusetts
Electric Company, Boston Edison Company, Commonwealth
Electric Company and Massachusetts Municipal Wholesale
Electric Company, and selling steam to Monsanto Company.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 100% of US Generating Company, LLC, which owns 100%
of USGen Power Group, LLC, which owns 89.1% of Beale
Generating Company (formerly J. Makowski Company, Inc.)
which owns 100% of MASSPOWER, Inc., which owns 30% of
MASSPOWER. USGen Power Group, LLC also owns 100% of
Sycamore Power Corporation and 100% of Goshawk Power
Corporation. Sycamore Power Corporation is a 50% general
partner and Goshawk Power Corporation is a 49% general
partner and a 1% limited partner in Springfield Generating
Company, L.P., which owns 17.5% of MASSPOWER.
c) Capitalization or total equity as of December 31, 1998 =
$24,694,507
d) Net income for the twelve months ended December 31, 1998 =
$14,015,992
e) J. Makowski Services, Inc. provides administrative
services to MASSSPOWER. J. Makowski Services, Inc.
charges a contractually established hourly rate which
covers its labor costs (including salary and benefits),
overhead and profit.
MASSPOWER has gas enabling agreements with Selkirk Cogen
Partners, L.P., Pittsfield Generating Company, L.P., USGen
Fuel Services, Inc. and PG&E Energy Trading - Gas
Corporation pursuant to which it may enter into non
firm/interruptible gas purchase and sales transactions at
market pricing, from time to time.
MASSPOWER has an enabling agreement with PG&E Energy
Trading - Power, L.P. pursuant to which it may make
wholesale sales of electricity and purchase and sell other
ancillary services from time to time.
4.7. MILLENNIUM POWER PARTNERS, L.P. [EWG]
a) Millennium Power Partners, L.P.
One Bowdoin Square
Boston, MA 02114
Peach III Power Corporation is a 49% general partner in
Millennium Power Partners, L.P. Black Hawk II Power
Corporation is a 49% general partner and a 2% limited
partner in Millennium Power Partners, L.P. Millennium
Power Partners, L.P. is currently under construction, with
commercial operation expected in the summer of 2000.
Millennium Power Partners, L.P. will be a nominal 360 MW
natural gas-fired combined cycle merchant power facility
which anticipates selling power into the New England Power
Pool on a spot basis as well as under short-to medium-term
bilateral contracts.
b) Enterprises owns 100% of PG&E Generating Company, which
owns 100% of U.S. Generating Company, LLC, which owns 100%
of USGen Energy Group, LLC, which owns 100% of both Peach
III Power Corporation and Black Hawk II Power Corporation.
Peach III Power Corporation is a 49% general partner and
Black Hawk II Power Corporation is a 49% general partner
and 2% limited partner in Millennium Power Partners, L.P.
<PAGE>
c) Capitalization or total equity as of December 31, 1998 =
$0
d) Net income for the twelve months ended December 31, 1998 =
$0
e) None
4.8. CEDAR BAY GENERATING COMPANY, L.P.
a) Cedar Bay Generating Company, L.P.
9640 Eastport Road
Jacksonville, FL 32218
Cedar Bay Cogeneration, Inc. owns 80% of Cedar Bay
Generating Company, L.P. Cedar Bay Generating Company,
L.P. owns and operates a 250MW coal-fired electric
generating facility in Jacksonville, Florida, selling
power to Florida Power & Light Company, and selling steam
to Stone Container Corporation.
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 Raptor
Holdings Company, which owns 80.1% of Gray Hawk Power
Corporation, which owns 100% of Cedar Bay Cogeneration,
Inc., which owns 80% of Cedar Bay Generating Company,
L.P..
c) Capitalization or total equity as of December 31, 1998 =
$(1,605,553)
d) Net loss for the twelve months ended December 31, 1998 =
$(22,854,826)
e) U.S. Generating Company provides management services to
Cedar Bay Generating Company, L.P. U.S. Generating
Company charges a contractual rate for management
services.
U.S. Operating Services Company provides operations and
maintenance services to Cedar Bay Generating Company, L.P.
U.S. Operating Services Company charges a contractual
amount for their services.
4.9. NORTHAMPTON GENERATING COMPANY, L.P.
a) Northampton Generating Company, L.P.
One Horwith Drive
Northampton, PA 18067
Jaeger Power Corporation owns 50% of Northampton
Generating Company, L.P. Northampton Generating Company,
L.P. owns and operates an approximately 98MW anthracite
waste coal-fired electric generating facility in
Northampton, Pennsylvania, selling power to Metropolitan
Edison Company, and selling steam to unrelated industrial
operations.
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 Jaeger Power
Corporation, which owns 50% of Northampton Generating
Company, L.P..
c) Capitalization or total equity as of December 31, 1998 =
$38,436,736
d) Net income for the twelve months ended December 31, 1998 =
$3,826,965
<PAGE>
e) U.S. Generating Company provides management services to
Northampton Generating Company, L.P. U.S. Generating
Company charges a contractual rate for management
services.
U.S. Operating Services Company provides operations and
maintenance services to Northampton Generating Company,
L.P. U.S. Operating Services Company charges a
contractual amount for their services.
4.10. SCRUBGRASS GENERATING COMPANY, L.P.
a) Scrubgrass Generating Company, L.P.
RR1 Lisbon Road
Kennerdell, PA 16374
Falcon Power Corporation is a 25.13% general partner in
Scrubgrass Generating Company, L.P. Scrubgrass Power
Corp. is a 24.87% general partner in Scrubgrass Generating
Company, L.P. Scrubgrass Generating Company, L.P. leases
a 87MW waste coal-fired electric generating facility in
Venango County, Pennsylvania, to Buzzard Power
Corporation.
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 Falcon Power
Corporation, which owns 100% of Scrubgrass Power Corp.,
who together own 50% of Scrubgrass Generating Company,
L.P..
c) Capitalization or total equity as of December 31, 1998 =
$71,775,506
d) Net income for the twelve months ended December 31, 1998 =
$6,819,430
e) U.S. Generating Company provides management services to
Scrubgrass Generating Company, L.P. U.S. Generating
Company charges a contractual rate for management
services.
U.S. Operating Services Company provides operations and
maintenance services to Scrubgrass Generating Company,
L.P. U.S. Operating Services Company charges a
contractual amount for their services.
4.11. INDIANTOWN COGENERATION, L.P. [EWG]
a) Indiantown Cogeneration, L.P.
19140 SW Warfield Boulevard
Indiantown, FL 34956
Toyan Enterprises owns 30.05% of Indiantown Cogeneration,
L.P. Toyan Enterprises also owns 24.81%of Indiantown
Project Investment Partnership, L.P. which owns 19.95% of
Indiantown Cogeneration, L.P. Indiantown Cogeneration,
L.P. owns and operates a 330MW coal-fired electric
generating facility in Indiantown, Florida, selling power
to Florida Power & Light Company, and selling steam to
Caulkins Indiantown Citrus Co.
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 Toyan
Enterprises, which owns 30.05% of Indiantown Cogeneration,
L.P. and 24.81% of Indiantown Project Investment
Partnership, L.P.'s 19.95% interest in Indiantown
Cogeneration, L.P.
c) Capitalization or total equity as of December 31, 1998 =
$91,800,529
<PAGE>
d) Net income for the twelve months ended December 31, 1998 =
$21,354,966
e) U.S. Generating Company provides management services to
Indiantown Cogeneration, L.P. U.S. Generating Company
charges a contractual rate for management services.
U.S. Operating Services Company provides operations and
maintenance services to Indiantown Cogeneration, L.P.
U.S. Operating Services Company charges a contractual rate
for their services.
Indiantown Cogeneration, L.P. has an enabling agreement
with PG&E Energy Trading - Power, L.P. pursuant to which
it may make wholesale sales of electricity and purchase
and sell other ancillary services from time to time.
4.12. CHAMBERS COGENERATION LIMITED PARTNERSHIP [EWG]
a) Chambers Cogeneration Limited Partnership
500 Shell Road
Carneys Point, NJ 08069-2926
Peregrine Power Corporation owns 50% of Chambers
Cogeneration Limited Partnership. Chambers Cogeneration
Limited Partnership owns and operates a 252MW coal-fired
electric generating facility in Carneys Point, New Jersey,
selling power to Atlantic Energy Company, and selling
power and steam to DuPont.
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 Peregrine
Power Corporation, which owns 50% of Chambers Cogeneration
Limited Partnership.
c) Capitalization or total equity as of December 31, 1998 =
$85,649,037
d) Net income for the twelve months ended December 31, 1998 =
$16,875,172
e) U.S. Generating Company provides management services to
Chambers Cogeneration Limited Partnership. U.S.
Generating Company charges a contractual rate for
management services.
U.S. Operating Services Company provides operations and
maintenance services to Chambers Cogeneration Limited
Partnership. U.S. Operating Services Company charges a
contractual rate for their services.
Chambers Cogeneration Limited Partnership has an enabling
agreement with PG&E Energy Trading - Power, L.P. pursuant
to which it may make wholesale sales of electricity and
purchase and sell other ancillary services from time to
time.
<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
1998, 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, 1998
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E
GAS AND DIVERSIFIED CONSOLIDATING PG&E
PG&E ELECTRIC INVESTMENTS ADJUSTMENTS & CORPORATION
CORPORATION COMPANY INC. ELIMINATIONS CONSOLIDATED
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ 8,924 $ - $ - $ 8,924
Energy commodities and services - - 11,065 (47) 11,018
-------------------------------------------------------------------
Total Operating Revenues - 8,924 11,065 (47) 19,942
OPERATING EXPENSES:
Cost of energy for Pacific Gas
and Electric Company - 3,029 - - 3,029
Cost of energy commodities and
services - - 10,233 (39) 10,194
Operating and maintenance (2) 2,581 524 - 3,103
Depreciation and decommissioning 1 1,438 170 - 1,609
-------------------------------------------------------------------
Total Operating Expenses (1) 7,048 10,927 (39) 17,935
------------------------------------------------------------------
OPERATING INCOME 1 1,876 138 (8) 2,007
Interest expense, net (52) (621) (156) 47 (782)
Equity in earnings of subsidiaries 684 - - (684) -
Other income and expense 5 103 26 (70) 64
------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 638 1,358 8 (715) 1,289
Income taxes (83) 629 24 - 570
-------------------------------------------------------------------
NET INCOME 721 729 (16) (715) 719
Preferred dividend requirement - 27 - (27) -
---------------------------- --------------------------------------
INCOME AVAILABLE FOR COMMON STOCK $ 721 $ 702 $ (16) $ (688) $ 719
===================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS, INC.
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
CORPORATION PG&E
PG&E PG&E SUPPORT ENERGY TRADING
CAPITAL LLC ENTERPRISES SERVICES GAS CORPORATION
-----------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ - $ - $ -
Energy commodities and services - 1,029 - 8,509
------------------------------------------------------
Total Operating Revenues - 1,029 - 8,509
OPERATING EXPENSES:
Cost of energy for Pacific Gas
and Electric Company - - - -
Cost of energy commodities and
services - 610 - 8,460
Operating and maintenance - 288 - 62
Depreciation and decommissioning - 58 - 5
------------------------------------------------------
Total Operating Expenses - 956 - 8,527
-----------------------------------------------------
OPERATING INCOME - 73 - (18)
Interest expense, net - (43) - (6)
Equity in earnings of subsidiaries - - - -
Other income and expense - 4 - 5
-----------------------------------------------------
INCOME BEFORE INCOME TAXES - 34 - (19)
Income taxes - 28 - (8)
------------------------------------------------------
NET INCOME - 6 - (11)
Preferred dividend requirement - - - -
------------------------------ -----------------------
INCOME AVAILABLE FOR COMMON STOCK $ - $ 6 $ - $ (11)
======================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS, INC.
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
PG&E GAS PG&E GAS PG&E GAS CONSOLIDATING DIVERSIFIED
TRANSMISSION TRANSMISSION TRANSMISSION ADJUSTMENTS & INVESTMENTS INC.
TECO, INC. TEXAS CORP. CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ - $ - $ - $ -
Energy commodities and services 68 1,893 242 (676) 11,065
---------------------------------------------------------------------
Total Operating Revenues 68 1,893 242 (676) 11,065
OPERATING EXPENSES:
Cost of energy for Pacific Gas and
Electric Company - - - - -
Cost of energy commodities and
services 53 1,728 15 (633) 10,233
Operating and maintenance 12 155 50 (43) 524
Depreciation and decommissioning 8 58 41 - 170
---------------------------------------------------------------------
Total Operating Expenses 73 1,941 106 (676) 10,927
---------------------------------------------------------------------
OPERATING INCOME (5) (48) 136 - 138
Interest expense, net - (63) (44) - (156)
Equity in earnings of subsidiaries - - - - -
Other income and expense 9 5 3 - 26
---------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 4 (106) 95 - 8
Income taxes 3 (35) 36 - 24
---------------------------------------------------------------------
NET INCOME 1 (71) 59 - (16)
Preferred dividend requirement - - - - -
---------------------------------------------------------------------
INCOME AVAILABLE FOR COMMON STOCK $ 1 $ (71) $ 59 $ - $ (16)
=====================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
PG&E GAS DIVERSIFIED CONSOLIDATING PG&E
PG&E & ELECTRIC INVESTMENTS, ADJUSTMENTS & CORPORATION
CORPORATION COMPANY INC. ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ - $ 73 $ 213 $ - $ 286
Short-term investments 9 17 29 - 55
Accounts receivable
Customer, net - 1,383 473 - 1,856
Related parties 448 14 (343) (119) -
Energy marketing - - 507 - 507
Price risk management - - 1,416 - 1,416
Inventories and prepayments 2 526 310 (3) 835
------------------------------------------------------------------
Total Current Assets 459 2,013 2,605 (122) 4,955
PROPERTY, PLANT, AND EQUIPMENT
Pacific Gas and Electric Company - 23,996 - - 23,996
Electric - - 1,967 - 1,967
Gas transmission - - 3,347 - 3,347
Construction in progress 2 273 132 - 407
Other 6 - 121 - 127
------------------------------------------------------------------
Total Property, plant, and equipment
(at original cost) 8 24,269 5,567 - 29,844
Accumulated depreciation and
decommissioning (1) (11,397) (628) - (12,026)
------------------------------------------------------------------
Net Property, Plant, and Equipment 7 12,872 4,939 - 17,818
OTHER NONCURRENT ASSETS
Regulatory assets - 6,288 59 - 6,347
Nuclear decommissioning funds - 1,172 - - 1,172
Investment in subsidiaries 8,783 - - (8,783) -
Other noncurrent assets 42 605 2,295 - 2,942
------------------------------------------------------------------
Total Noncurrent Assets 8,825 8,065 2,354 (8,783) 10,461
------------------------------------------------------------------
TOTAL ASSETS $ 9,291 $ 22,950 $ 9,898 $ (8,905) $ 33,234
==================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
PG&E GAS DIVERSIFIED CONSOLIDATING PG&E
PG&E & ELECTRIC INVESTMENTS, ADJUSTMENTS & CORPORATION
CORPORATION COMPANY INC. ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 683 $ 668 $ 293 $ - $ 1,644
Current portion of long-term debt - 260 78 - 338
Current portion of rate reduction
bonds - 290 - - 290
Accounts payable
Trade creditors - 718 283 - 1,001
Related parties 221 60 16 (297) -
Regulatory balancing accounts - 79 - - 79
Other 9 374 (120) 180 443
Energy marketing - - 381 - 381
Accrued taxes 154 2 (53) - 103
Price risk management - - 1,412 - 1,412
Other 132 561 371 - 1,064
------------------------------------------------------------------
Total Current Liabilities 1,199 3,012 2,661 (117) 6,755
NONCURRENT LIABILITIES
Long-term debt - 5,444 1,978 - 7,422
Rate reduction bonds - 2,321 - - 2,321
Deferred income taxes 19 3,060 783 (1) 3,861
Deferred tax credits - 283 - - 283
Other 4 2,045 1,697 - 3,746
------------------------------------------------------------------
Total Noncurrent Liabilities 23 13,153 4,458 (1) 17,633
Preferred stock of subsidiaries - 137 - 343 480
Pacific Gas and Electric Company
obligated mandatorily redeemable
preferred securities of trust
holding solely Pacific Gas and
Electric Company subordinated
debentures - 300 - - 300
STOCKHOLDERS' EQUITY
Preferred stock without mandatory
redemption provision
Nonredeemable - 145 57 (202) -
Redeemable - 142 - (142) -
Common stock 5,862 3,801 2,841 (6,642) 5,862
Reinvested earnings 2,207 2,260 (119) (2,144) 2,204
-----------------------------------------------------------------
Total Stockholders' Equity 8,069 6,348 2,779 (9,130) 8,066
-----------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 9,291 $ 22,950 $ 9,898 $ (8,905) $ 33,234
=================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS, INC.
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
CORPORATION PG&E
PG&E PG&E SUPPORT ENERGY TRADING
CAPITAL LLC ENTERPRISES SERVICES GAS CORPORATION
------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ - $ 136 $ - $ 22
Short-term investments - - - 13
Accounts receivable
Customer, net - 325 - (25)
Related parties - 58 - 153
Energy marketing - 130 - 377
Price risk management - - - 1,416
Inventories and prepayments - 64 - 174
------------------------------------------------------
Total Current Assets - 713 - 2,130
PROPERTY, PLANT, AND EQUIPMENT
Pacific Gas and Electric Company - - - -
Electric - 1,967 - -
Gas transmission - 8 - -
Construction in progress - 73 - -
Other - 93 - 28
------------------------------------------------------
Total Property, plant, and equipment
(at original cost) - 2,141 - 28
Accumulated depreciation and
decommissioning - (65) - (5)
------------------------------------------------------
Net Property, Plant, and Equipment - 2,076 - 23
OTHER NONCURRENT ASSETS
Regulatory assets - - - -
Nuclear decommissioning funds - - - -
Investment in subsidiaries - - - 21
Other noncurrent assets - 1,370 - 381
------------------------------------------------------
Total Noncurrent Assets - 1,370 - 402
------------------------------------------------------
TOTAL ASSETS $ - $ 4,159 $ - $ 2,555
======================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS INC.
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
CORPORATION PG&E
PG&E PG&E SUPPORT ENERGY TRADING
CAPITAL LLC ENTERPRISES SERVICES GAS CORPORATION
------------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ - $ 223 $ - $ -
Current portion of long-term debt - 1 - -
Current portion of rate reduction
bonds - - - -
Accounts payable
Trade creditors - 56 - (12)
Related parties - (17) - 413
Regulatory balancing accounts - - - -
Other - 70 - -
Energy marketing - 27 - 354
Accrued taxes - (4) - (46)
Price risk management - - - 1,412
Other - 232 - 83
------------------------------------------------------
Total Current Liabilities - 588 - 2,204
NONCURRENT LIABILITIES
Long-term debt - 723 - -
Rate reduction bonds - - - -
Deferred income taxes - 314 - (12)
Deferred tax credits - - - -
Other - 1,223 - 289
------------------------------------------------------
Total Noncurrent Liabilities - 2,260 - 277
Preferred stock of subsidiaries - - - -
Pacific Gas and Electric Company
obligated mandatorily redeemable
preferred securities of trust
holding solely Pacific Gas and
Electric Company subordinated
debentures - - - -
STOCKHOLDERS' EQUITY
Preferred stock without mandatory
redemption provision
Nonredeemable - 57 - -
Redeemable - - - -
Common stock - 1,320 - 105
Reinvested earnings - (66) - (31)
------------------------------------------------------
Total Stockholders' Equity - 1,311 - 74
------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ - $ 4,159 $ - $ 2,555
======================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS INC.
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
PG&E GAS PG&E GAS PG&E GAS CONSOLIDATING DIVERSIFIED
TRANSMISSION TRANSMISSION TRANSMISSION ADJUSTMENTS & INVESTMENTS INC.
TECO, INC. TEXAS CORP. CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalent $ 6 $ 49 $ - $ - $ 213
Short-term investments 16 - - - 29
Accounts receivable
Customer, net 7 157 21 (12) 473
Related parties 62 27 6 (649) (343)
Energy marketing - - - - 507
Price risk management - - - - 1,416
Inventories and prepayments - 61 11 - 310
------------------------------------------------------------------
Total Current Assets 91 294 38 (661) 2,605
PROPERTY, PLANT, AND EQUIPMENT
Pacific Gas and Electric Company - - - - -
Electric - - - - 1,967
Gas transmission 202 1,654 1,483 - 3,347
Construction in progress - 21 38 - 132
Other - - - - 121
------------------------------------------------------------------
Total Property, plant, and equipment
(at original cost) 202 1,675 1,521 - 5,567
Accumulated depreciation and
decommissioning (10) (68) (480) - (628)
------------------------------------------------------------------
Net Property, Plant, and Equipment 192 1,607 1,041 - 4,939
OTHER NONCURRENT ASSETS
Regulatory assets - - 59 - 59
Nuclear decommissioning funds - - - - -
Investment in subsidiaries - - - (21) -
Other noncurrent assets 199 314 31 - 2,295
------------------------------------------------------------------
Total Noncurrent Assets 199 314 90 (21) 2,354
------------------------------------------------------------------
TOTAL ASSETS $ 482 $ 2,215 $ 1,169 $ (682) $ 9,898
==================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS INC.
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
PG&E GAS PG&E GAS PG&E GAS CONSOLIDATING DIVERSIFIED
TRANSMISSION TRANSMISSION TRANSMISSION ADJUSTMENTS & INVESTMENTS INC.
TECO, INC. TEXAS CORP. CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ - $ 70 $ - $ - $ 293
Current portion of long-term debt 6 71 - - 78
Current portion of rate reduction
bonds - - - - -
Accounts payable
Trade creditors 16 219 16 (12) 283
Related parties - 74 3 (457) 16
Regulatory balancing accounts - - - - -
Other - - 2 (192) (120)
Energy marketing - - - - 381
Accrued taxes (1) (9) 7 - (53)
Price risk management - - - - 1,412
Other 1 40 15 - 371
------------------------------------------------------------------
Total Current Liabilities 22 465 43 (661) 2,661
NONCURRENT LIABILITIES
Long-term debt 8 676 571 - 1,978
Rate reduction bonds - - - - -
Deferred income taxes 68 242 171 - 783
Deferred tax credits - - - - -
Other - 147 38 - 1,697
------------------------------------------------------------------
Total Noncurrent Liabilities 76 1,065 780 - 4,458
Preferred stock of subsidiaries - - - - -
Pacific Gas and Electric Company
obligated mandatorily redeemable
preferred securities of trust
holding solely Pacific Gas and
Electric Company subordinated
debentures - - - - -
STOCKHOLDERS' EQUITY
Preferred stock without mandatory
redemption provision
Nonredeemable - - - - 57
Redeemable - - - - -
Common stock 381 784 272 (21) 2,841
Reinvested earnings 3 (99) 74 - (119)
-----------------------------------------------------------------
Total Stockholders' Equity 384 685 346 (21) 2,779
-----------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 482 $ 2,215 $ 1,169 $ (682) $ 9,898
=================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E
GAS AND DIVERSIFIED CONSOLIDATING PG&E
PG&E ELECTRIC INVESTMENTS ADJUSTMENTS & CORPORATION
CORPORATION COMPANY INC. ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $ 2,531 $ 2,671 $ 43 $ (2,714) $ 2,531
Net Income 721 702* (16) (688) 719
Common stock repurchased (593) (808) - 808 (593)
Preferred stock redeemed - (3) - 3 -
Dividends declared
Common stock (466) (300) (145) 445 (466)
Other 14 (2) (1) 2 13
--------------------------------------------------------------------
Balance at December 31, 1998 $ 2,207 $ 2,260 $ (119) $ (2,144) $ 2,204
====================================================================
<FN>
*Included $27 million in preferred dividend requirement. Consistent with the calculation of Net Income for
PG&E Corporation.
</FN>
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS, INC.
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
CORPORATION PG&E
PG&E PG&E SUPPORT ENERGY TRADING
CAPITAL LLC ENTERPRISES SERVICES GAS CORPORATION
--------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1997 $ - $ (72) $ - $ (19)
Net Income - 6 - (11)
Common stock repurchased - - - -
Preferred stock redeemed - - - -
Dividends declared
Common stock - - - -
Other - - - (1)
--------------------------------------------------------
Balance at December 31, 1998 $ - $ (66) $ - $ (31)
========================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E DIVERSIFIED INVESTMENTS, INC.
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(in millions)
(Unaudited)
<CAPTION>
PG&E
PG&E GAS PG&E GAS PG&E GAS CONSOLIDATING DIVERSIFIED
TRANSMISSION TRANSMISSION TRANSMISSION ADJUSTMENTS & INVESTMENTS INC
TECO, INC. TEXAS CORP. CORPORATION ELIMINATIONS CONSOLIDATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $ 2 $ (28) $ 160 $ - $ 43
Net Income 1 (71) 59 - (16)
Common stock repurchased - - - - -
Preferred stock redeemed - - - - -
Dividends declared
Common stock - - (145) - (145)
Other - - - - (1)
--------------------------------------------------------------------
Balance at December 31, 1998 $ 3 $ (99) $ 74 $ - $ (119)
====================================================================
</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, 1998
1 Total assets at December 31, 1997 $ 31,115
1 Total assets at December 31, 1998 $ 33,234
2 Total operating revenues for the period
ending December 31, 1997 $ 15,400
2 Total operating revenues for the period
ending December 31, 1998 $ 19,942
3 Income available for common stock at
December 31, 1997 $ 716
3 Income available for common stock at
December 31, 1998 $ 719
<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. PITTSFIELD GENERATING COMPANY, L.P.
(formerly ALTRESCO PITTSFIELD, L.P.)
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Beale Generating Company
JMC Altresco, Inc.
Altresco, Inc.
Pittsfield Generating Company, L.P.
(formerly Altresco Pittsfield, L.P.)
Berkshire Pittsfield, Inc.
Berkshire Feedline Acquisition Limited Partnership
Pittsfield Partners, Inc.
2. SELKIRK COGEN PARTNERS, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Beale Generating Company
JMC Selkirk Holdings, Inc.
JMC Selkirk, Inc.
PentaGen Investors, L.P.
Selkirk Cogen Partners, L.P.
Selkirk Cogen Funding Corporation
3. KEYSTONE URBAN RENEWAL LIMITED PARTNERSHIP
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Eagle Power Corporation
Keystone Cogeneration Company, L.P.
Keystone Urban Renewal Limited Partnership
Logan Generating Company, L.P.
4. LOGAN GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Eagle Power Corporation
Keystone Cogeneration Company, L.P.
Keystone Urban Renewal Limited Partnership
Logan Generating Company, L.P.
5. HERMISTON GENERATING COMPANY, L.P.
<PAGE>
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Larkspur Power Corporation
Buckeye Power Corporation
Hermiston Generating Company, L.P.
6. MILLENNIUM POWER PARTNERS, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Energy Group, LLC
Black Hawk II Power Corporation
Peach III Power Corporation
Millennium Power Partners, L.P.
7. CEDAR BAY GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Raptor Holdings Company
Gray Hawk Power Corporation
Cedar Bay Cogeneration, Inc.
Cedar Bay Generating Company, L.P.
8. NORTHAMPTON GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Jaeger Power Corporation
Northampton Generating Company, L.P.
Northampton Fuel Supply Company, L.P.
Northampton Water Supply, Inc.
9. SCRUBGRASS GENERATING COMPANY, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Falcon Power Corporation
Scrubgrass Power Corp.
Scrubgrass Generating Company, L.P.
Leechburg Properties, Inc.
Clearfield Properties, Inc.
10. INDIANTOWN COGENERATION, L.P.
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
<PAGE>
U.S. Generating Company, LLC
USGen Power Group, LLC
Toyan Enterprises
Indiantown Project Investment Partnership, L.P.
Indiantown Cogeneration, L.P.
11. MASSPOWER
PG&E Corporation
PG&E Diversified Investments, Inc.
PG&E Enterprises
PG&E Generating Company
U.S. Generating Company, LLC
USGen Power Group, LLC
Beale Generating Company
MASSPOWER, INC.
MASSPOWER
<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, 1998.
PG&E Corporation
By CHRISTOPHER P. JOHNS
..............................................................
CHRISTOPHER P. JOHNS
Controller
Corporate Seal
Attest:
LINDA Y. H. CHENG
.............................................................
LINDA Y. H. CHENG
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>
