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. Elm Power Corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Elm Power Corporation, incorporated under the laws of the
State of Delaware, is a wholly subsidiary of Claimant.
1.2.2. 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.
1.2.2.1. 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.
1.2.2.1.1. Alberta and Southern Gas Marketing, Inc.
1500 Bankers Hall
855 Second Street., SW
Calgary, Alberta T2P 4J7
Alberta and Southern Gas Marketing, Inc.,incorporated
under the laws of Alberta, 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.
1.2.2.2. 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.
1.2.2.2.1. 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.
1.2.2.2.2. 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.
1.2.2.3. 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.
1.2.2.4. 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.
1.2.2.5. Eureka Energy Company
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Eureka Energy Company, incorporated under the laws of
the State of California, is a wholly owned subsidiary of
Pacific Gas and Electric Company. Eureka Energy Company
owns land in San Luis Obispo County.
1.2.2.6. 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.
1.2.2.7. 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.
1.2.2.8. 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.
1.2.2.9. 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.
1.2.2.9.1. 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.
1.2.2.10. 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.
1.2.2.11. PG&E Capital I
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
PG&E Capital I, a business trust, is 3% owned by
Pacific Gas and Electric Company.
PG&E Capital I was formed as a special purpose
financing vehicle for the purpose
of issuing deferrable income securities.
1.2.2.12. 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.
1.2.2.13. 201 Turk Street, L.P.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
201 Turk Street, L.P., a California partnership, is
32.4% owned by Pacific Gas and Electric Company as a
limited partner. 201 Turk Street, L.P. was created to
construct and own a low income housing project.
1.2.2.14. 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 40% by Pacific Gas and
Electric Company as a limited partner. 1989 Oakland
Housing Partnership Associates, L.P. was created to
construct and own low income housing.
1.2.2.15. 1992 Oakland Regional Housing Partnership Associates,
L.P.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1992 Oakland Regional 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.
1.2.2.16. 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.
1.2.2.17. 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 99.9% 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.
1.2.2.18. 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 2.2% by Pacific Gas and Electric
Company as a limited partner. Merritt Community
Capital Fund V, L.P., was created to construct and own
low income housing.
1.2.2.19. 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.
1.2.2.20. PG&E Holdings, LLC
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Holdings, LLC, incorporated under the laws of the
State of Delaware, is a wholly owned subsidiary of
Pacific Gas and Electric Company. PG&E Holdings, LLC
was formed as a holding company for repurchased shares.
1.2.3. PG&E National Energy Group, Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E National Energy Group, Inc. (formerly 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.
1.2.3.1. 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
National Energy Group, Inc., formed for financing
and other transactions related to the energy industry.
1.2.3.2. 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 National Energy Group, Inc.
that provides general corporate support services to the
PG&E Corporation family outside the State of California.
1.2.3.3. 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 National Energy Group, Inc.
PG&E Energy Trading - Gas Corporation purchases and
resells energy commodities and related financial
instruments.
1.2.3.3.1. 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.
1.2.3.3.1.1. 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.
1.2.3.4. 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 National Energy Group, Inc. PG&E Enterprises
was formed as a holding company for oil and gas, real
estate, electric generation, and technology investments.
1.2.3.4.1. PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Shareholdings, Inc.(formerly 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
Shareholdings, Inc. develops real state in Pacific Gas
and Electric Company's service territory. In
addition, some subsidiaries of PG&E Shareholdings,
Inc. have made fuel-related investments and a limited
number of non-energy related investments.
1.2.3.4.1.1. Gilia Enterprises
California Corporation
100% owned by PG&E Shareholdings, Inc.
4615 Cowell Blvd.
Davis, CA 95616
A wholly owned, non-regulated indirect subsidiary of
PG&E Enterprises through its ownership of PG&E
Generating Company. Formed to hold interest in real
estate investment
1.2.3.4.1.1.1. Marengo Ranch Joint Venture
California Partnership
63% owned by PG&E Shareholdings, Inc. as limited
partner
1.3% owned by Gilia Enterprises as general partner
4615 Cowell Blvd.
Davis, CA 95616
Land development in Sacramento County
1.2.3.4.1.1.2. Oat Creek Associates Joint Venture
California Partnership
50% owned by PG&E Shareholdings, Inc. as limited
partner
50% owned by Gilia Enterprises as general partner
4615 Cowell Blvd.
Davis, CA 95616
Land development in Yolo County
1.2.3.4.1.2. Rancho Murieta Joint Venture
California Partnership
45% owned by PG&E Shareholdings, Inc. as limited
partner
4615 Cowell Blvd.
Davis, CA 95616
Real estate development.
1.2.3.4.1.3. 1701 Oak Partnership
California Partnership
50% owned by PG&E Shareholdings, Inc. as limited
partner
4615 Cowell Blvd.
Davis, CA 95616
Real estate development.
1.2.3.4.1.4. 1801 Oak Partnership
California Partnership
50% owned by PG&E Shareholdings, Inc. as limited
partner
4615 Cowell Blvd.
Davis, CA 95616
Real estate development.
1.2.3.4.1.5. BPS I, Inc.
California Corporation
100% owned by PG&E Shareholdings, Inc.
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 Shareholdings, Inc.
1.2.3.4.1.5.1. Solano Business Park Associates, L.P.
California Partnership
50% owed by BPS I, Inc. as general partner
4615 Cowell Blvd.
Davis, CA 95616
1.2.3.4.1.5.2. Alhambra Pacific (Joint Venture)
California Partnership
80% owned by PG&E Shareholdings, Inc. as general
partner
20% owned by BPS I, Inc. as limited partner
4615 Cowell Blvd.
Davis, CA 95616
Ownership of property in Yolo County.
1.2.3.4.1.6. The Conaway Ranch Company
California Corporation
100% owned by PG&E Shareholdings, 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
Shareholdings, Inc., in partnership with the
Conaway Conservancy Group, an existing California
general partnership owning the Conaway Ranch.
1.2.3.4.1.6.1. Conaway Conservancy Group Joint Venture
California partnership
70% by PG&E Shareholdings, Inc
30% by Conaway Ranch Company
4615 Cowell Blvd.
Davis, CA 95616
Ownership of property in Yolo County.
1.2.3.4.1.7. DPR, Inc.
California corporation
100% owned by PG&E Shareholdings, 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
Shareholdings, Inc.; general partner in a real
estate partnership.
1.2.3.4.1.8. McSweeney Ranch Joint Venture
California partnership
50% owned by PG&E Shareholdings, Inc.
4615 Cowell Blvd.
Davis, CA 95616
1.2.3.4.1.9. PG&E Energy Trading - Power Holdings 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.
1.2.3.4.1.9.1. PG&E ET Investments Corporation
Delaware corporation
100% owned by PG&E Energy Trading - Power Holdings
Corporation
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
This investment corporation owns the 98% limited
partner interest in PG&E Energy Trading - Power,
L.P.
1.2.3.4.1.9.1.1. 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.
1.2.3.4.1.10. 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 Shareholdings, Inc. PG&E
International Inc. is a holding company for
overseas project companies.
1.2.3.4.1.10.1. 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.
1.2.3.4.1.10.2. Gannet Power Corporation
California corporation
100% owned by PG&E International Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1.2.3.4.1.10.3. 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
Shareholdings, Inc. and PG&E International,
Inc. Holding Company for PG&E Overseas Holdings
II, Ltd.
1.2.3.4.1.10.3.1. 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 Shareholdings, Inc., PG&E
International, Inc., and PG&E Overseas Holdings
I, Ltd.
1.2.3.4.1.10.3.1.1. PG&E Corporation Australian Holdings Pty,
Ltd.(formerly PGT Nominees Pty Ltd)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Corporation Australian Holdings Pty,
Ltd., incorporated under the laws of
Australia, is a wholly owned subsidiary of
PG&E Overseas Holdings II, Ltd. PG&E
Corporation Australian Holdings Pty, Ltd. was
created in anticipation of the expansion of
business operations in Australia.
1.2.3.4.1.10.3.1.1.1. 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.
1.2.3.4.1.10.3.1.1.2. 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.
1.2.3.4.1.10.3.1.1.3. 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.
1.2.3.4.1.10.3.1.1.4. PG&E Energy Trading Australia Pty Ltd
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Energy Trading Australia Pty Ltd,
incorporated under the laws of Australia,
is a wholly owned subsidiary of PG&E
Corporation Australian Holdings Pty, Ltd.
PG&E Energy Trading Australia Pty Ltd sells
natural gas and provides energy services.
1.2.3.4.1.10.3.1.1.5. PG&E Corporation Australia Pty Ltd.
(formerly PGT Australia Pty Ltd.)
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
PG&E Corporation Australia Pty Ltd.,
incorporated under the laws of Australia,
is a wholly owned subsidiary of PG&E
Corporation Australian Holdings Pty, Ltd.
PG&E Corporation Australia Pty Ltd.
provides corporate services.
1.2.3.4.1.10.4. 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.
1.2.3.4.1.10.5. Rocksavage Services I, Inc.
100% owned by PG&E International Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1.2.3.4.1.11. PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
Delaware Limited Liability Company
100% owned by PG&E Shareholdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1. PG&E Generating Energy Group, LLC
(formerly USGen Energy Group LLC)
Delaware Limited Liability Company
100% owned by PG&E Generating Company, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.1. Badger Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.1.1. Badger Generating Company, LLC
Delaware Limited Liability Company
99% owned by Badger Power Corporation
1% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.2. Black Hawk Power Corporation
California Corporation
100% owned by PG&E Generating Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.1.3. Black Hawk III Power Corporation
California Corporation
100% owned by PG&E Generating Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.1.3.1. Lake Road Power I, LLC
Delaware Limited Liability Company
100% owned by Black Hawk III Power
Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.4. Harlan Power Corporation
California Corporation
100% owned by PG&E Generating Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.1.4.1. Umatilla Generating Company, L.P.
Delaware Limited Partnership
51% owned by Harlan Power Corporation
49% owned by Juniper Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.5. Peach I Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.6. Peach IV Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.6.1. Lake Road Power II, LLC
Delaware Limited Liability Corporation
100% owned by Peach IV Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.7. Juniper Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.7.1. Umatilla Generating Company, L.P.
Delaware Limited Partnership
51% owned by Black Harlan Power Corporation
49% owned by Juniper Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.8. Plover Power Corporation
California Corporation
100% owned by PG&E Generating Energy Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.1.8.1. Mantua Creek Urban Renewal, L.P.
Delaware Limited Partnership
51% owned by Plover Power Corporation
49% owned by Beech Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.9. Beech Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.9.1. Mantua Creek Urban Renewal, L.P.
Delaware Limited Partnership
51% owned by Plover Power Corporation
49% owned by Beech Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.10. Black Hawk II Power Corporation
California Corporation
100% owned by PG&E Generating Energy Group,LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.1.10.1. Millennium Power I, LLC
Delaware Limited Liability Company
100% owned by Black Hawk II Power
Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.11. Peach III Power Corporation
Delaware corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.11.1. Millennium Power II, LLC
Delaware Limited Liability Company
100% owned by Peach III Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.12. Kennerdell Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.12.1. Kennerdell Generating Company, LLC
Delaware Limited Liability Company
99% owned by Kennerdell Power Corporation
1% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.13. La Paloma Power Corporation
Delaware corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.14. Liberty Generating Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.14.1. Liberty Generating Company, LLC
Delaware Limited Liability Company
99% owned by Liberty Generating Corporation
1% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.15. Otay Mesa Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.15.1. Otay Mesa Generating Company, LLC
Delaware Limited Liability Company
99% owned by Otay Mesa Power Corporation
1% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.16. Bluebonnet Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.16.1. Bluebonnet Generating Company, LLC
Delaware Limited Liability Company
99% owned by Bluebonnet Power Corporation
1% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.17. First Arizona Land Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,
LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.18. Harquahala Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.18.1. Harquahala Generating Company, LLC
Delaware Limited Liability Company
99% owned by Harquahala Power Corporation
1% owned by PG&E Generating Energy Group,LLC
1.2.3.4.1.11.1.19. Madison Wind Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.19.1 Madison Windpower, LLC
Delaware Limited Liability Company
99% owned by Madison Wind Power Corporation
1% owned by PG&E Generating Energy Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.20. Okeechobee Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.21. PG&E Generating New England, Inc.
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.21.1. PG&E Generating New England, LLC
Delaware Limited Liability Company
100% owned by PG&E Generating New England,
Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.22. PG&E Dispersed Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.22.1. PG&E Dispersed Generating Company, LLC
Delaware Limited Liability Company
99% owned by PG&E Dispersed Power
Corporation
1% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.23. Covert Power Corporation
Delaware Corporation
100% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.1.23.1. Covert Generating Company, LLC
Delaware Limited Liability Company
99% owned by Covert Power Corporation
1% owned by PG&E Generating Energy Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2. PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Delaware Limited Liability Company
100% owned by PG&E Generating Company, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.1. Aplomado Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.2. Beale Generating Company
(formerly J. Makowski Company, Inc.)
Delaware corporation
89% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.2.1. Indian Orchard Generating Company, Inc.
Delaware Corporation
100% owned by Beale Generating Company
7500 Old Georgetown Road
Bethesda, MD 20814
1.2.3.4.1.11.2.2.1.1. Masspower, LLC
(formerly Masspower, Inc.)
Delaware Limited Liability Company
49% owned by Indian Orchard Generating
Company , Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.2. JMC Altresco, Inc.
Colorado corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.2.1. Altresco, Inc.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.2.2. Berkshire Pittsfield, Inc.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.2.2.1. Berkshire Feedline Acquisition Limited
Partnership
Massachusetts partnership
1% owned by Berkshire Pittsfield, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.2.3. Pittsfield Partners, Inc.
Colorado corporation
100% owned by JMC Altresco, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.3. JMC Iroquois, Inc.
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.3.1. Iroquois Gas Transmission System
Delaware partnership
4.93% owned by JMC Iroquois, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.4. JMC Selkirk Holdings, Inc.
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.4.1. JMC Selkirk, Inc.
Delaware corporation
100% owned by JMC Selkirk Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.4.1.1. PentaGen Investors, L.P.
(formerly JMCS I Investors, L.P.)
Delaware partnership
46.57%owned by JMC Selkirk, Inc.
3.43% owned by JMCS I Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.4.2. JMCS I Holdings, Inc.
Delaware corporation
100% owned by JMC Selkirk Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.4.2.1. PentaGen Investors, L.P.
(formerly JMCS I Investors, L.P.)
Delaware partnership
46.57%owned by JMC Selkirk, Inc.
3.43% owned by JMCS I Holdings, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.2.5. Orchard Gas Corporation
Delaware corporation
100% owned by Beale Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3. Mason Generating Company
Delaware corporation
89% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.3.1. Bowdoin Storage Services, Inc.
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3.2. J. Makowski Associates, Inc.
Massachusetts corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3.3. JMC Avoca, Inc.
Delaware corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3.3.1. Avoca Natural Gas Storage
New York general partnership
46.88% owned by JMC Avoca, Inc.
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3.4. JMC Cayuta, Inc.
Delaware Corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3.5. JMC Steuben, Inc.
Delaware Corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.3.6. Steuben Pipeline Services, Inc.
Delaware Corporation
100% owned by Mason Generating Company
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.2.4. Black Hawk I Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.5. Peach II Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.6. Brodia Enterprises
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.6.1. Wallkill Generating Company, L.P.
Delaware Limited Partnership
51% owned by Brodia Enterprises
49% owned by Dogwood Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.7. Dogwood Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.7.1. Wallkill Generating Company, L.P.
Delaware Limited Partnership
51% owned by Brodia Enterprises
49% owned by Dogwood Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.8. Eagle Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.8.1. Granite Generating Company, L.P.
Delaware Limited Partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.8.1.1. Granite Water Supply Company, Inc.
Delaware Corporation
100% owned by Granite Generating Company,
L.P.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.8.2. Keystone Cogeneration Company, L.P.
Delaware Limited Partnership
50% owned by Eagle Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.9. Larkspur Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.10. Buckeye Power Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.11. Raptor Holdings Company
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.11.1. Gray Hawk Power Corporation
Delaware Corporation
100% owned by Raptor Holdings Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.11.1.1. Cedar Bay Cogeneration, Inc.
Delaware Corporation
100% owned by Gray Hawk Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.11.2. PG&E Management Services Company
California Corporation
100% owned by Raptor Holdings Company
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.12. Red Tail Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.13. Toyan Enterprises
California Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.13.1. Indiantown Project Investment Partnership,
L.P.
Delaware Limited Partnership
24.817% owned by Toyan Enterprises
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.14. Spruce Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.14.1. Spruce Limited Partnership
Delaware Limited Partnership
34% owned by Spruce Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.14.2. Colstrip Energy Limited Partnership
Montana Limited Partnership
37.5% owned by Harrier Power Corporation
37.5% owned by Spruce Limited Partnership
314 N. Last Chance Gulch
Helena, MT 59624
1.2.3.4.1.11.2.15. Sycamore Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.16. Willow Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group,LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.16.1. Rotterdam Generating Company, L.P.
Delaware Limited Partnership
49% owned by Cormorant Power Corporation
49% owned by Willow Power Corporation
2% owned by PG&E Shareholdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.17. Merlin Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.17.1. Fellows Generating Company, L.P.
Delaware Limited Partnership
51% owned by Merlin Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.18. Osprey Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.18.1. East Syracuse Generating Company, L.P.
Delaware Limited Partnership
50% owned by Osprey Power Corporation
50% owned by Magnolia Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.18.2. Magnolia Power Corporation
Delaware Corporation
100% owned by Osprey Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.18.2.1. East Syracuse Generating Company, L.P.
Delaware Limited Partnership
50% owned by Osprey Power Corporation
50% owned by Magnolia Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.19. Pacific Energy Services Company
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.20. Pelican Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.20.1. Okeelanta Power Limited Partnership
Delaware Limited Partnership
37.54% owned by Pelican Power Corporation
316 Royal Poinciana Plaza
Palm Beach, FL 33480
1.2.3.4.1.11.2.21. Peregrine Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.22. Harrier Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.22.1. Colstrip Energy Limited Partnership
Montana Limited Partnership
37.5% owned by Harrier Power Corporation
37.5% owned by Spruce Limited Partnership
314 N. Last Chance Gulch
Helena, MT 59624
1.2.3.4.1.11.2.23. Heron Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.23.1. Gator Generating Company, L.P.
Delaware Limited Partnership
79.2% owned by Heron Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.24. Jaeger Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.25. Kestrel Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.26. Goshawk Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.27. Falcon Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.27.1. Scrubgrass Power Corp.
Pennsylvania Corporation
100% owned by Falcon Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.28. Dogwood I Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.28.1. Wallkill Transport Company, L.P.
Delaware Limited Partnership
51% owned by Brodia I Enterprises
49% owned by Dogwood I Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.29. Eucalyptus Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.29.1. Citrus Generating Company, L.P.
Delaware Limited Partnership
49% owned by Cooper's Hawk Power Corporation
49% owned by Eucalyptus Power Corporation
2% owned by PG&E Shareholdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.30. White Tail Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.31. Jacaranda Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.32. Ibis Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.33. Brodia I Enterprises
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.33.1. Wallkill Transport Company, L.P.
Delaware Limited Partnership
51% owned by Brodia I Enterprises
49% owned by Dogwood I Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.34. Caracara Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.35. Cooper's Hawk Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.35.1. Citrus Generating Company, L.P.
Delaware Limited 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
1.2.3.4.1.11.2.36. Cormorant Power Corporation
California Corporation
100% owned by PG&E Generating Power Group, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.2.36.1. Rotterdam Generating Company, L.P.
Delaware Limited 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
1.2.3.4.1.11.2.37. Larch Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.2.38. Loon Power Corporation
Delaware Corporation
100% owned by PG&E Generating Power Group, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3. PG&E Generating Services, LLC
Delaware Limited Liability Company
100% owned by PG&E Generating Company, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.1. J. Makowski Pittsfield, Inc.
Delaware Corporation
100% owned by PG&E Generating Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.3.2. J. Makowski Services, Inc.
Delaware Corporation
100% owned by PG&E Generating Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.3.3. JMCS I Management, Inc.
Delaware Corporation
100% owned by PG&E Generating Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.3.4. USGen Fuel Services, Inc.
(formerly JMC Fuel Services, Inc.)
Delaware Corporation
100% owned by PG&E Generating Services, LLC
One Bowdoin Square
Boston, MA 02114
1.2.3.4.1.11.3.5. PG&E Operating Services Holdings, Inc.
(formerly PG&E Operating Services Company)
California Corporation
100% owned by PG&E Generating Services, LLC
100 Pine Street, 20th Floor
San Francisco, CA 94111
1.2.3.4.1.11.3.5.1. USOSC Holdings, Inc.
Delaware Corporation
100% owned by PG&E Operating Services
Holdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.5.1.1. PG&E Operating Services Company
(formerly U.S. Operating Services Company)
California General Partnership
98% owned by PG&E Operating Services
Holdings, Inc.
2% owned by USOSC Holdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6. USGen Holdings, Inc.
Delaware Corporation
100% Owned by PG&E Generating Services, LLC
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6.1. PG&E Generating Company
(formerly U.S. Generating Company)
California General Partnership
98% owned by PG&E Operating Services, LLC
2% owned by USGen Holdings, Inc.
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6.1.1. First Oregon Land Corporation
Delaware Corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6.1.2. Topaz Power Corporation
Delaware Corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6.1.2.1. Carneys Point Generating Company
Delaware General Partnership
50% owned by Topaz Power Corporation
50% owned by Garnet Power Corporation
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6.1.3. Garnet Power Corporation
Delaware Corporation
100% owned by PG&E Generating Company
7500 Old Georgetown Rd., 13th Floor
Bethesda, MD 20814
1.2.3.4.1.11.3.6.1.3.1. 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
1.2.3.4.1.12. Valley Real Estate, Inc.
California Corporation
100% owned by PG&E Shareholdings, Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Real estate development.
1.2.3.4.2. 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.
1.2.3.4.2.1. 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.
1.2.3.4.2.2. 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.
1.2.3.4.2.2.1. 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.
1.2.3.4.2.2.2. PG&E Pacific II, Ltd.
Cayman Islands company
Maples & Calder
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, B.W.I.
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.
1.2.3.4.3. Quantum Ventures
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; holding company for PG&E Energy Services
Corporation.
1.2.3.4.3.1. 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
1.2.3.4.3.1.1. Barakat & Chamberlin, Inc.
California Corporation
100% owned by PG&E Energy Services Corporation
345 California Street, Suite 2600
San Francisco, CA 94104
1.2.3.4.3.1.2. Creston Financial
California Corporation
100% owned by PG&E Energy Services Corporation
345 California Street, Suite 2600
San Francisco, CA 94104
1.2.3.4.3.1.3. PGCH, Inc.
Delaware Corporation
50% owned by PG&E Energy Services Corporation
c/o The Corporation Trust Company
3 Hutton Centre Drive
Santa Ana, CA 92707
1.2.3.4.3.1.4. Real Estate Energy Solutions, LLC
Delaware limited liability company
50% owned by PG&E Energy Services Corporation
50% owned by Jones Lang LaSalle Management
Services, Inc.
888 S.W. Fifth Avenue, Suite 1050
Portland, OR 97204
1.2.3.5. 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 National Energy Group,
Inc. (formerly PG&E Diversified Investments, Inc.)
1.2.3.5.1. 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.
1.2.3.5.2. PG&E Gas Transmission, Northwest Corporation (formerly
Pacific Gas Transmission Company)
2100 SW River Parkway
Portland, Oregon 97201
PG&E Gas Transmission, Northwest Corporation,
incorporated under the laws of the State of
California, is a wholly owned subsidiary of Gas
Transmission. PG&E Gas Transmission, Northwest
Corporation owns and operates gas transmission
pipelines and associated facilities capable of
transporting natural gas from the Canadian-U.S.
border to the Oregon-California border.
1.2.3.5.2.1. 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.
1.2.3.5.2.2. 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.
1.2.3.6. PG&E Gas Transmission, Texas Corporation (GTT)
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
GTT, incorporated under the laws of the State of
Delaware, is a wholly owned subsidiary of PG&E National
Energy Group, Inc. GTT is a holding company for
businesses owning Texas natural gas pipelines, natural
gas storage facilities, and natural gas processing
plants.
1.2.3.6.1. PG&E Texas Natural Gas Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1. PG&E Texas Pipeline Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.1. 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.
1.2.3.6.1.1.2. PG&E Texas Gas Partners, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.1. PG&E-Tex, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2. PG&E Texas Management Partnership, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
PG&E Texas Management Partnership, L.P., formed
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.
1.2.3.6.1.1.2.2.1. PG&E Hydrocarbons, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.2. PG&E NGL Marketing, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.3. PG&E Texas Pipeline, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.3.1. PG&E West Texas Pipeline Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.4. PG&E Texas LDC, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.5. PG&E Reata Energy, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.6. PG&E Rivercity Energy, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.7. PG&E Texas VGM, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.1.2.2.8. PG&E Texas Industrial Energy, L.P.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.2. PG&E Hydrocarbons Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.3. PG&E Texas Field Services Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.4. PG&E Texas Gas Storage Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.5. PG&E Texas Hub Services Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.6. PG&E Energy Trading Holdings Corporation
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.1.6.1. PG&E Texas Energy Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.6.2. PG&E Texas Management Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7. PG&E Gas Transmission Teco, Inc.
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
PG&E Gas Transmission Teco, Inc., incorporated under the
laws of the State of Delaware, is a wholly owned
subsidiary of PG&E National Energy Group, Inc.
PG&E Gas Transmission Teco, Inc. has investments in
natural gas pipelines, and gas gathering and processing
facilities.
1.2.3.7.1. Teco Gas Gathering Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7.2. Teco Gas Marketing Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7.3. Teco Gas Processing Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7.4. Teco Gas Services Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7.4.1. San Jacinto Industrial Gas Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
San Jacinto Industrial Gas Company, a Texas general
partnership, is owned 50% by Teco Gas Services
Company and 50% by PanEnergy Marketing Company
(not affiliated with Claimant). San Jacinto
Industrial Gas Company is engaged in natural gas
marketing.
1.2.3.7.5. Teco Industrial Gas Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7.5.1. San Jacinto Gas Transmission Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
San Jacinto Gas Transmission Company, a Texas
general partnership, is owned 50% by Teco Industrial
Gas Company and 50% by Centana Intrastate Pipeline
Company (not affiliated with Claimant) and it owns
an intrastate pipeline.
1.2.3.7.6. MidTexas Pipeline Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.3.7.7. Jackson County Pipeline System
[also known as Toro Grande and Edna (Campeon)
System]
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
Jackson County Pipeline System, a Texas joint venture,
is owned 50% by PG&E Gas Transmission Teco, Inc. and
50% by Gateway Energy Corporation (not affiliated with
Claimant). Jackson County Pipeline System owns an
intrastate natural gas pipeline and gathering system.
1.2.3.7.8. PG&E West Texas Pipeline Company
7330 San Pedro Avenue, Suite 400
San Antonio, TX 78216-6236
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.
1.2.4. PG&E Strategic Capital, Inc.
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Strategic Capital, Inc., incorporated under the laws
of Delaware, is a wholly-owned subsidiary of PG&E
Corporation. PG&E Strategic Capital, Inc. was
formed for general business purposes.
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 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.
2.2 Pacific Gas and Electric Company is a public utility company.
Pacific Gas and Electric Company owns and operates the following
generation plants, all located in California:
Net Operating
Generation County Number of Capacity in
Type Location Units Kilowatts (kW)
========== ======== ========= =============
Hydroelectric:
Conventional 16 counties
Plants (1) in Northern
and Central
California 107 2,684,100
Helms Pumped
Storage Plant (1) Fresno 3 1,212,000
--- ---------
Hydroelectric Subtotal 110 3,896,100
--- ---------
Steam Plants:
Humboldt Bay Humboldt 2 105,000
Hunters Point (2) San Francisco 3 377,000
--- ---------
Steam Subtotal 5 482,000
--- ---------
Combustion Turbines:
Hunters Point (2) San Francisco 1 52,000
Mobile Turbines (3) Humboldt and
Mendocino 3 45,000
--- ---------
Combustion Turbines Subtotal 4 97,000
Nuclear:
Diablo Canyon San Luis Obispo 2 2,160,000
--- ---------
Total 121 6,635,100
--- ---------
(1) In September 1999, Pacific Gas and Electric Company (Utility)
filed an application with the CPUC to determine the market value
of the Utility's hydroelectric generating facilities and related
assets through an open competitive auction.
(2) In July 1998, the Utility reached an agreement with the City and
County of San Francisco regarding the Hunters Point fossil-fueled
power plant, which the Independent System Operator (ISO) has
designated as a must run facility. The agreement expresses the
Utility's intention to retire the plant when it is no longer
needed by the ISO.
(3) Listed to show capability: subject to relocation within the
system as required.
Pacific Gas and Electric Company's electric transmission system consists
of approximately 18,624 circuit miles of interconnected transmission
lines of 60 kilovolt (kV) to 500 kV and transmission substations having a
capacity of approximately 42,106,600 kilovolt-amperes (Kva), including
spares, excluding power plant interconnection facilities. Energy is
distributed to customers through approximately 113,289 miles of
distribution system and distribution substations having a capacity of
approximately 23,773,000 kVa.
In 1998, Pacific Gas and Electric Company relinquished control, but not
ownership, of its transmission facilities to the ISO. The operation of
the transmission system in California, including facilities owned by
Pacific Gas and Electric Company, is under the control of the ISO in
connection with the electric industry restructuring.
Pacific Gas and Electric Company owns and operates an integrated gas
transmission, storage, and distribution system in California. The
Utility's system consisted of approximately 6.225 miles of transmission
pipelines, three gas storage facilities, and approximately 37,487 miles
of gas distribution lines.
3. The following information for the year ending December 31, 1999 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
12/31/99
Number of kwh of electric energy
sold at retail or wholesale 79,230
Number of Mcf of natural or
manufactured gas distributed
at retail 793
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 0
Number of Mcf of natural or
manufactured gas sold at wholesale
outside the State or at the State
line 43
Number of kwh of electric energy
purchased outside the State or
at the State line 0
Number of Mcf of natural or
manufactured gas purchased outside
the State or at the State line 338
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. [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 USGen New
England, Inc. and selling steam to General Electric
Company.
b) Enterprises owns 100% of PG&E Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly 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 of J. Makowski Company, Inc. by its
second-tier subsidiary, Beale Generating Company.
d) Total equity as of December 31, 1999 = $26,550,818.
Net income for the twelve months ended December 31, 1999 =
$12,961,863.
e) PG&E Operating Services Company (formerly, U.S. Operating
Services Company) provides operations and maintenance
services to Pittsfield Generating Company, L.P. PG&E
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
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
Limited Partnership. Berkshire Feedline Acquisition
Limited Partnership 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.
24 Power Park Drive
Selkirk, NY 12158
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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly US Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly, 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. and 100% of
JMCS I Holdings, Inc. JMC Selkirk, Inc. directly holds
.0911% and 1.9506% general partner and limited partner
interests, respectively, in Selkirk Cogen Partners, L.P.
JMC Selkirk, Inc also holds a 46.57% limited partnership
interest in PentaGen Investors, L.P. and JMCS I Holdings,
Inc. holds a .50% general partner interest and 2.93%
limited partner interest in PentaGen Investors, L.P.
PentaGen Investors, L.P. holds a 5.2502% limited partner
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 of J.
Makowski Company, Inc. by its second-tier subsidiary,
Beale Generating Company.
d) Total equity as of December 31, 1999 = $(50,832,588).
Net income for the twelve months ended December 31, 1999 =
$23,897,118.
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
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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly 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 Shareholdings, Inc.,
PG&E Generating Company, LLC, PG&E Generating 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) Total equity as of December 31, 1999 = $100.
Net income after taxes for the twelve months ended
December 31, 1999 = $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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% of Eagle Power Corporation. Eagle Power Corporation
is a 49% general and 1% limited partner 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 Shareholdings, Inc.,
PG&E Generating Company, LLC, PG&E Generating 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) Total equity as of December 31, 1999 = $80,947,756.
Net income after taxes for the twelve months ended
December 31, 1999 = $19,712,583.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Logan Generating Company,
L.P. PG&E Generating Company earns a base fee of $400,000
per annum.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Logan Generating Company, L.P. PG&E 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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% each of Larkspur Power Corporation and Buckeye Power
Corporation. Larkspur Power Corporation is a 79% general
and 1% limited partner, and Buckeye Power Corporation is a
20% general partner, 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 Shareholdings, Inc., PG&E Generating Company, LLC,
PG&E Generating 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) Total equity as of December 31, 1999 = $55,250,476.
Net income for the twelve months ended December 31, 1999 =
$15,908,051.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Hermiston Generating
Company, L.P. PG&E Generating Company earns a base fee of
$250,000 per annum.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Hermiston Generating Company, L.P. PG&E
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 $2.5 million for the
year-ended December 31, 1999.
4.6. MASSPOWER [EWG]
a) MASSPOWER
750 Worcester Street
Indian Orchard, MA 01151
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 Shareholdings, Inc.
(formerly, PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group LLC (formerly USGen Power Group, LLC), which owns
89.1% of Beale Generating Company (formerly J. Makowski
Company, Inc.) which owns 100% of Indian Orchard
Generating Company, Inc., which holds a 49% membership
interest in MASSPOWER, L.L.C. (formerly MASSPOWER, Inc.),
which holds a 30% general partner interest in MASSPOWER.
c) Capital contributions of $11,400,00 were made to MASSPOWER
on September 1, 1993 by Masspower, Inc. and Springfield
Generating Company, L.P.. The facility went into
commercial operations on September 1, 1993.
d) Total equity as of December 31, 1999 = $27,385,000.
Net income for the twelve months ended December 31, 1999 =
$17,033,322.
e) J. Makowski Services, Inc. provides administrative
services to MASSPOWER. J. Makowski Services, Inc. charges
a contractually established hourly rate that 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.
P.O. Box 588
278 Southbridge Road, Suite B
Charlton, Massachusetts 01507
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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Energy
Group, LLC (formerly 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.
c) Plant construction is being financed through loans from
PG&E Generating Company, LLC.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) PG&E Generating Company provides management services to
Millennium Power Partners, L.P. PG&E Generating Company
charges a contractual rate for management services.
PG&E Operating Services Company provides operations and
maintenance services to Millennium Power Partners, L.P.
PG&E Operating Services Company earns a base fee (upon the
commencement of construction) of $350,000 per annum plus
performance bonuses.
Millennium Power 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.
Millennium Power Partners, L.P. has an gas precedent
agreement with USGen Fuel Services, Inc. pursuant to which
it may enter into non firm/interruptible gas purchase and
sales transactions at market pricing, from time to time.
4.8. CEDAR BAY GENERATING COMPANY, LIMITED PARTNERSHIP (EWG)
a) Cedar Bay Generating Company, Limited Partnership
9640 Eastport Road
Jacksonville, FL 32218
Cedar Bay Generating Company, Limited Partnership owns and
operates a 250 MW 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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% of Raptor Holdings Company, which owns 80.12% of Gray
Hawk Power Corporation, which owns 100% of Cedar Bay
Cogeneration, Inc. Cedar Bay Cogeneration, Inc. is a 78%
general partner and a 2% limited partner inCedar Bay
Generating Company, Limited Partnership.
c) Raptor Holdings Company made a total capital contribution
of $44,000,000 for approximately 80% of voting common
stock of Gray Hawk Corporation in 1994. Gray Hawk Power
Corporation is capitalized with voting common stock, non-
voting common stock, and preferred stock. Raptor Holdings
Company, through Gray Hawk Power Corporation, and Cedar
Bay Cogeneration, Inc. owns an approximate 64% net voting
interest in Cedar Bay Generating Company, L.P. The
facility went into commercial operation in January 25,
1994.
d) Total equity as of December 31, 1999 = $ (27,346,732).
Net loss for the twelve months ended December 31, 1999 =
$(25,741,179).
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Cedar Bay Generating
Company, Limited Partnership. PG&E Generating Company
charges a contractual rate for management services.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Cedar Bay Generating Company, Limited
Partnership. PG&E Operating Services Company charges a
contractual amount for their services.
4.9. NORTHAMPTON GENERATING COMPANY, L.P. (EWG)
a) Northampton Generating Company, L.P.
One Horwith Drive
Northampton, PA 18067
Northampton Generating Company, L.P. owns and operates an
approximately 98 MW 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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% of Jaeger Power Corporation. Jaeger Power
Corporation is a 48% general partner and a 2% limited
partner in Northampton Generating Company, L.P.
c) Jaeger Power Corporation made a capital contribution of
$20,193,000 to Northampton Generating Company, L.P. on
October 1, 1995. Enterprises, through PG&E Shareholdings,
Inc., PG&E Generating Company, LLC, PG&E Generating Power
Group, LLC, and Jaeger Power Corporation, owns a 50%
interest in Northampton Generating Company, L.P. The
facility went into commercial operation on August 28,
1995.
d) Total equity as of December 31, 1999 = $41,169,245. Net
income for the twelve months ended December 31, 1999 =
$2,733,417.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Northampton Generating
Company, L.P. PG&E Generating Company charges a
contractual rate for management services.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Northampton Generating Company, L.P. PG&E
Operating Services Company charges a contractual amount
for their services.
4.10. SCRUBGRASS GENERATING COMPANY, L.P. (EWG)
a) Scrubgrass Generating Company, L.P.
RR1 Lisbon Road
Kennerdell, PA 16374
Scrubgrass Generating Company, L.P. leases an 87 MW waste
coal-fired electric generating facility in Venango County,
Pennsylvania, to Buzzard Power Corporation.
b) Enterprises owns 100% of PG&E Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% of Falcon Power Corporation, which owns 100% of
Scrubgrass Power Corp. Falcon Power Corporation is a
24.63% general partner and a .5% limited partner, and
Scrubgrass Power Corp. is a 24.87% general partner, in
Scrubgrass Generating Company, L.P.
c) Falcon Power Corporation, on a consolidated basis, made a
total capital contribution of $21,170,000 to Scrubgrass
Generating Company, L.P. in 1993. Enterprises, through
PG&E Shareholdings, Inc., PG&E Generating Company, LLC,
PG&E Generating Power Group, LLC, and Falcon Power
Corporation, owns a 50% interest in Scrubgrass Generating
Company, L.P. The facility went into commercial operation
on October 15, 1993.
d) Total equity as of December 31, 1999 = $75,297,036. Net
income for the twelve months ended December 31, 1999 =
$8,290,292.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Scrubgrass Generating
Company, L.P. PG&E Generating Company charges a
contractual rate for management services.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Scrubgrass Generating Company, L.P. PG&E
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
Indiantown Cogeneration, L.P. owns and operates a 330 MW
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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% of Toyan Enterprises. Toyan Enterprises is a 30.05%
limited partner in Indiantown Cogeneration, L.P. and a
24.81% general partner in Indiantown Project Investment
Partnership, L.P., which is a 19.95% general partner in
Indiantown Cogeneration, L.P.
c) Toyan Enterprises, on a consolidated basis, made a capital
contribution of $67,200,000 for a 48% equity interest to
Indiantown Cogeneration, L.P. on December 26, 1995. A
portion of the original 48% equity interest was sold to a
third party during 1999. Enterprises, through PG&E
Shareholdings, Inc., PG&E Generating Company, LLC, PG&E
Generating Power Group, LLC, and Toyan Enterprises,
currently owns a 35% interest in Indiantown Cogeneration,
L.P. The facility went into commercial operation on
December 22, 1995.
d) Total equity as of December 31, 1999 - $88,244,550. Net
income for the twelve months ended December 31, 1999 =
$22,414,021.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Indiantown Cogeneration,
L.P. PG&E Generating Company charges a contractual rate
for management services.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Indiantown Cogeneration, L.P. PG&E 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
Chambers Cogeneration Limited Partnership owns and
operates a 252 MW 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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Power
Group, LLC (formerly USGen Power Group, LLC), which owns
100% of Peregrine Power Corporation. Peregrine Power
Corporation is a 50% general partner in Chambers
Cogeneration Limited Partnership.
c) Peregrine Power Corporation made a capital contribution of
$50,400,000 to Chambers Cogeneration Limited Partnership
in 1994. Enterprises, through PG&E Shareholdings, Inc.,
PG&E Generating Company LLC, PG&E Generating Power Group,
LLC, and Peregrine Power Corporation, owns a 50% interest
in Chambers Cogeneration Limited Partnership. The
facility went into commercial operation on June 27, 1994.
d) Total equity as of December 31, 1999 = $83,706,736. Net
income for the twelve months ended December 31, 1999 =
$15,263,600.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to Chambers Cogeneration
Limited Partnership. PG&E Generating Company charges a
contractual rate for management services.
PG&E Operating Services Company (formerly U.S. Operating
Services Company) provides operations and maintenance
services to Chambers Cogeneration Limited Partnership.
PG&E 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.
4.13. ATHENS GENERATING COMPANY, L.P.
a) Athens Generating Company, L.P.
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Athens Generating Company, L.P. is currently developing a
1,080 MW natural gas-fired electric generating merchant
power facility in Athens, New York, with commercial
operation expected in the fall of 2002.
b) Enterprises owns 100% of PG&E Shareholdings, Inc., which
owns 100% of PG&E Generating Company, LLC, which owns 100%
of PG&E Generating Energy Group, LLC, which owns 100% each
of Black Hawk Power Corporation and Peach I Power
Corporation. Black Hawk Power Corporation is a 49%
general partner and 2% limited partner, and Peach I is a
49% general partner, in Athens Generating Company, L.P.
c) Project is in the development state. Athens Generating
Company, L.P. has not been capitalized.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) N/A
4.14. LA PALOMA GENERATING COMPANY, LLC
a) La Paloma Generating Company, LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
La Paloma Generating Company, LLC is currently
constructing a 1,020 MW gas-fired electric generating
merchant power facility in Kern County, California. It
anticipates selling power into the California market on a
spot basis as well as under short-to medium term bilateral
contracts.
b) Enterprises owns 100% of PG&E Shareholdings, Inc., which
owns 100% of PG&E Generating Company, LLC, which owns 100%
of PG&E Generating Energy Group, LLC, which owns 100% of
La Paloma Power Corporation. PG&E Generating Energy
Group, LLC owns a 1% membership interest and La Paloma
Power Corporation owns a 99% membership interest in La
Paloma Generating Company, LLC.
c) The La Paloma Project is being financed through a
synthetic lease. La Paloma Generating Company, LLC, has
not been capitalized.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) N/A
4.15. LAKE ROAD GENERATING COMPANY, L.P.
a) Lake Road Generating Company, L.P.
56 Alexander Parkway
Dayville, CT 06241
Lake Road Generating Company, L.P. is currently under
construction, with commercial operation expected in the
summer of 2001. Lake Road Generating Company, L.P. will be
a nominal 792 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 Shareholdings, Inc.
(formerly PG&E Generating Company), which owns 100% of
PG&E Generating Company, LLC (formerly U.S. Generating
Company, LLC), which owns 100% of PG&E Generating Energy
Group, LLC (formerly USGen Energy Group, LLC), which owns
100% of both Peach IV Power Corporation and Black Hawk III
Power Corporation. Peach IV Power Corporation is a 49%
general partner and Black Hawk III Power Corporation is a
49% general partner and 2% limited partner in Lake Road
Generating Company, L.P.
c) The Lake Road Project is being financed through a
synthetic lease. Lake Road Generating Company, L.P., has
not been capitalized.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) PG&E Generating Company provides operations, management,
and maintenance services to Lake Road Generating Company,
L.P. PG&E Generating Company charges a contractual rate
for management services.
Lake Road 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.
Lake Road Generating Company, L.P. has an gas enabling
agreement with 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.
4.16. MANTUA CREEK GENERATING COMPANY, L.P.
a) Mantua Creek Generating Company, L.P.
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Mantua Creek Generating Company, L.P. is currently
developing an 800 MW natural gas-fired electric generating
merchant power facility in West Deptford, New Jersey.
b) Enterprises owns 100% of PG&E Shareholdings, Inc., which
owns 100% of PG&E Generating Company, LLC, which owns 100%
of PG&E Generating Energy Group, LLC, which owns 100% each
of Plover Power Corporation and Beech Power Corporation.
Plover Power Corporation is a 49% general partner and 2%
limited partner, and Beech Power Corporation is a 49%
general partner, in Mantua Creek Generating Company, L.P.
c) Project is in the development stage. Mantua Creek
Generating Company, L.P., has not been capitalize.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) N/A
4.17. OKEECHOBEE GENERATING COMPANY, LLC
a) Okeechobee Generating Company, LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Okeechobee Generating Company, LLC is currently developing
a 550 MW natural gas-fired electric generating merchant
power facility in Okeechobee, Florida
b) Enterprises owns 100% of PG&E Shareholdings, Inc., which
owns 100% of PG&E Generating Company, LLC, which owns 100%
of PG&E Generating Energy Group, LLC, which owns 100% of
Okeechobee Power Corporation. PG&E Generating Energy
Group, LLC owns a 1% membership interest and Okeechobee
Power Corporation owns a 99% membership interest in
Okeechobee Generating Company, LLC.
c) Project is in the development stage. Okeechobee
Generating Company, LLC, has not been capitalized.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) N/A
4.18. USGEN NEW ENGLAND, INC.
a) USGen New England, Inc.
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
USGen New England, Inc. owns and operates 17 generating
facilities comprising of approximately 3,962 megawatts of
generating power., selling power in the New England area
markets.
b) Enterprises owns 100% of PG&E Shareholdings, Inc., which
owns 100% of PG&E Generating Company, LLC, which owns 100%
of PG&E Generating Energy Group, LLC, which owns 100% of
USGen New England, Inc.
c) On September 1, 1998, USGen New England, Inc. completed
the acquisition of a portfolio of electric generating
assets and power supply contracts from the New England
Electric System. U.S. Generating Company, LLC, through
USGen Energy Group, LLC, made an equity contribution of
$1,343,960,000 in USGen New England, Inc. in order to
execute the transaction. PG&E Corporation, through PG&E
Enterprises and PG&E Generating Company made a
$425,000,000 equity contribution to U.S. Generating
Company, LLC, in connection with the acquisition. USGen
New England, Inc. also assumed liabilities of
approximately $1,350,000,000.
d) Net income for the twelve months ended December 31, 1999 =
$64,768,000.
e) PG&E Generating Company (formerly U.S. Generating Company)
provides management services to USGen New England, Inc.
PG&E Generating Company charges a contractual rate for
management services.
USGen New England, Inc. 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.
4.19. WELLHEAD GENERATING COMPANY, LLC (now known as PG&E
Dispersed Generating Company, LLC)
a) Wellhead Generating Company, LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Wellhead Generating Company, LLC is currently developing
small peaker facilities in Ohio and California.
b) Enterprises owns 100% of PG&E Shareholdings, Inc., which
owns 100% of PG&E Generating Company, LLC, which owns 100%
of PG&E Generating Energy Group, LLC, which owns 100% of
Wellhead Power Corporation (now known as PG&E Dispersed
Power Corporation). PG&E Generating Energy Group, LLC
owns a 1% membership interest and Wellhead Power
Corporation owns a 99% membership interest in Wellhead
Generating Company, LLC.
c) Project is in the development stage. Wellhead Generating
Company, LLC, has not been capitalized.
d) Total equity as of December 31, 1999 = $0. Net income for
the twelve months ended December 31, 1999 = $0.
e) N/A
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 1999, together with unaudited consolidating
balance sheets of Claimant's subsidiary companies as of the close
of such periods, are attached as Exhibit A.
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E
GAS AND ELM STRATEGIC NATIONAL CONSOLIDATING PG&E
PG&E ELECTRIC POWER CAPITAL ENERGY ADJUSTMENTS & CORPORATION
CORPORATION COMPANY GROUP INC. GROUP ELIMINATIONS CONSOLIDATED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ 9,228 $ - $ - $ - $ - $ 9,228
Energy commodities and services - - - - 11,592 - 11,592
-----------------------------------------------------------------------------
Total Operating Revenues - 9,228 - - 11,592 - 20,820
OPERATING EXPENSES:
Cost of energy for Pacific
Gas and Electric Company - 3,149 - - - - 3,149
Cost of energy commodities
and services - - - - 10,587 - 10,587
Operating and maintenance (2) 2,522 - - 631 - 3,151
Depreciation and decommissioning - 1,564 - - 216 - 1,780
Loss on assets held for sale 1,275 - - - - - 1,275
-----------------------------------------------------------------------------
Total Operating Expenses 1,273 7,235 - - 11,434 - 19,942
-----------------------------------------------------------------------------
OPERATING INCOME (1,273) 1,993 - - 158 - 878
Interest expense, net (30) (593) - - (166) 17 (772)
Equity in earnings
of subsidiaries 853 - - - - (853) -
Other income and expense 16 11 - - 146 (18) 155
-----------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES (434) 1,411 - - 138 (854) 261
Income taxes (447) 648 - - 44 3 248
-----------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS 13 763 - - 94 (857) 13
DISCONTINUED OPERATIONS
Loss from operations of PG&E
Energy Services (40) - - - (40) 40 (40)
Loss on disposal of PG&E
Energy Services (58) - - - (58) 58 (58)
-----------------------------------------------------------------------------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (85) 763 - - (4) (759) (85)
CUMULATIVE EFFECT OF A CHANGE IN AN
ACCOUNTING PRINCIPLE 12 - - - 12 (12) 12
-----------------------------------------------------------------------------
NET INCOME $ (73) $ 763 $ - $ - $ 8 $ (771) $ (73)
=============================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E PG&E
PG&E CORPORATION ENERGY PG&E GAS
CAPITAL, PG&E SUPPORT TRADING - GAS TRANSMISSION
LLC ENTERPRISES SERVICES, INC. CORPORATION TECO, INC.
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ - $ - $ - $ -
Energy commodities and services - 1,130 - 10,521 71
-----------------------------------------------------------------
Total Operating Revenues - 1,130 - 10,521 71
OPERATING EXPENSES:
Cost of energy for Pacific Gas
and Electric Company - - - - -
Cost of energy commodities and
services - 541 - 10,479 47
Operating and maintenance - 384 - 93 18
Depreciation and decommissioning - 90 - 9 9
Loss on assets held for sale - - - - -
-----------------------------------------------------------------
Total Operating Expenses - 1,015 - 10,581 74
-----------------------------------------------------------------
OPERATING INCOME - 115 - (60) (3)
Interest expense, net - (56) - (13) (1)
Equity in earnings of subsidiaries - - - - -
Other income and expense - 83 - 3 4
-----------------------------------------------------------------
INCOME BEFORE INCOME TAXES - 142 - (70) -
Income taxes - 29 - (27) -
-----------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS - 113 - (43) -
DISCONTINUED OPERATIONS
Loss from operations of PG&E
Energy Services - (40) - - -
Loss on disposal of PG&E
Energy Services - (58) - - -
-----------------------------------------------------------------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE - 15 - (43) -
CUMULATIVE EFFECT OF A CHANGE IN AN
ACCOUNTING PRINCIPLE - 12 - - -
-----------------------------------------------------------------
NET INCOME $ - $ 27 $ - $ (43) $ -
=================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E GAS PG&E GAS CONSOLIDATING NATIONAL
TRANSMISSION TRANSMISSION ADJUSTMENTS & ENERGY GROUP
TEXAS CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
----------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Pacific Gas and Electric Company $ - $ - $ - $ -
Energy commodities and services 989 224 (1,343) 11,592
----------------------------------------------------------------
Total Operating Revenues 989 224 (1,343) 11,592
OPERATING EXPENSES:
Cost of energy for Pacific Gas and
Electric Company - - - -
Cost of energy commodities and
services 830 - (1,310) 10,587
Operating and maintenance 114 62 (40) 631
Depreciation and decommissioning 66 42 - 216
Loss on assets held for sale - - - -
----------------------------------------------------------------
Total Operating Expenses 1,010 104 (1,350) 11,434
----------------------------------------------------------------
OPERATING INCOME (21) 120 7 158
Interest expense, net (57) (42) 3 (166)
Equity in earnings of subsidiaries - - - -
Other income and expense 53 20 (17) 146
----------------------------------------------------------------
INCOME BEFORE INCOME TAXES (25) 98 (7) 138
Income taxes (6) 37 11 44
----------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS (19) 61 (18) 94
DISCONTINUED OPERATIONS
Loss from operations of PG&E
Energy Services - - - (40)
Loss on disposal of PG&E
Energy Services - - - (58)
----------------------------------------------------------------
NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (19) 61 (18) (4)
CUMULATIVE EFFECT OF A CHANGE IN AN
ACCOUNTING PRINCIPLE - - - 12
-----------------------------------------------------------------
NET INCOME $ (19) $ 61 $ (18) $ 8
=================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E
GAS AND ELM STRATEGIC NATIONAL CONSOLIDATING PG&E
PG&E ELECTRIC POWER CAPITAL ENERGY ADJUSTMENTS & CORPORATION
CORPORATION COMPANY GROUP INC. GROUP ELIMINATIONS CONSOLIDATED
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Current Assets
Cash and cash equivalents $ - $ 80 $ - $ - $ 201 $ - $ 281
Short-term investments 155 21 - - 11 - 187
Accounts receivable
Customer, net - 1,201 - - 285 - 1,486
Regulatory balancing
Accounts - - - - - - -
Related parties 299 9 20 - 161 (489) -
Energy marketing - - - - 532 - 532
Price risk management - - - - 624 (17) 607
Inventories & Prepayments - 328 - - 265 5 598
Deferred income taxes - 119 - - 14 - 133
----------------------------------------------------------------------------
Total current assets 454 1,758 20 - 2,093 (501) 3,824
Property, Plant, and Equipment
Utility - 23,001 - - - - 23,001
Non-Utility - - - - - - -
Electric - - - - 1,905 - 1,905
Gas transmission - - - - 3,360 (819) 2,541
Construction work in progress - 214 - - 222 - 436
Other 16 - - - 168 - 184
----------------------------------------------------------------------------
Total property, plant,and
equipment (at original cost) 16 23,215 - - 5,655 (819) 28,067
Accumulated depreciation
and decommissioning (3) (10,497) - - (791) - (11,291)
----------------------------------------------------------------------------
Net property, plant, and
Equipment 13 12,718 - - 4,864 (819) 16,776
Other Noncurrent Assets
Investment in Subsidiaries 7,621 - - - - (7,621) -
Regulatory assets - 4,895 - - 62 - 4,957
Nuclear decommissioning funds - 1,264 - - - - 1,264
Other 448 835 670 - 2,317 (1,376) 2,894
----------------------------------------------------------------------------
Total noncurrent assets 8,069 6,994 670 - 2,379 (8,997) 9,115
----------------------------------------------------------------------------
TOTAL ASSETS $ 8,536 $ 21,470 $ 690 $ - $ 9,336 $ (10,317) $ 29,715
============================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E
GAS AND ELM STRATEGIC NATIONAL CONSOLIDATING PG&E
PG&E ELECTRIC POWER CAPITAL ENERGY ADJUSTMENTS & CORPORATION
CORPORATION COMPANY GROUP INC. GROUP ELIMINATIONS CONSOLIDATED
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings $ 526 $ 449 $ - $ - $ 524 $ - $ 1,499
Current portion of
long-term debt - 465 - - 127 - 592
Current portion of rate
reduction bonds - 290 - - - - 290
Accounts payable
Trade creditors 10 577 - - 121 - 708
Related parties 76 216 - - 184 (476) -
Regulatory balancing
Accounts - 384 - - - - 384
Other 110 333 - - 121 (5) 559
Energy marketing - - - - 480 - 480
Accrued taxes 117 118 - - (24) - 211
Price risk management - - - - 575 - 575
Other 112 529 - - 245 147 1,033
----------------------------------------------------------------------------
Total current liabilities 951 3,361 - - 2,353 (334) 6,331
Noncurrent Liabilities
Long-term debt - 4,877 - - 1,796 - 6,673
Rate reduction bonds - 2,031 - - - - 2,031
Deferred income taxes - 2,510 - - 1,033 (396) 3,147
Deferred tax credits - 231 - - - - 231
Other 5 2,252 - - 1,380 (1) 3,636
----------------------------------------------------------------------------
Total noncurrent liabilities 5 11,901 - - 4,209 (397) 15,718
Preferred stock of subsidiaries
with mandatory redemption
provisions - 137 - - 57 286 480
Company obligated securities
of trust holding solely
PG&E subordinated
debentures (QUIPS) - 300 - - - - 300
Equity
Preferred Stock without
mandatory redemption
provisions
Nonredeemable - 145 - - - (145) -
Redeemable - 149 - - - (149) -
Common stock 5,906 3,570 690 - 2,941 (7,201) 5,906
Common stock held by
Subsidiary - (200) - - - (490) (690)
Retained earnings 1,674 2,107 - - (224) (1,887) 1,670
----------------------------------------------------------------------------
Total equity 7,580 5,771 690 - 2,717 (9,872) 6,886
----------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY $ 8,536 $ 21,470 $ 690 $ - $ 9,336 $ (10,317) $ 29,715
============================================================================
</TABLE>
<PAGE
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING BALANCE SHEET
ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E PG&E
PG&E CORPORATION ENERGY PG&E GAS
CAPITAL, PG&E SUPPORT TRADING - GAS TRANSMISSION
LLC ENTERPRISES SERVICES, INC. CORPORATION TECO, INC.
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Current Assets
Cash and cash equivalents $ - $ 155 $ - $ 3 $ -
Short-term investments - - - - 11
Accounts receivable
Customer, net - 212 - (16) 7
Regulatory balancing
Accounts - - - - -
Related parties - 473 - 260 79
Energy marketing - 93 - 439 -
Price risk management - - - 624 -
Inventories & Prepayments - 94 - 140 -
Deferred income taxes - 14 - - -
--------------------------------------------------------------------
Total current assets - 1,041 - 1,450 97
Property, Plant, and Equipment
Utility - - - - -
Non-Utility - - - - -
Electric - 1,905 - - -
Gas transmission - 8 - - 202
Construction work in progress - 188 - - 1
Other - 127 - 41 -
--------------------------------------------------------------------
Total property, plant,and
equipment (at original cost) - 2,228 - 41 203
Accumulated depreciation
and decommissioning - (146) - (12) (15)
--------------------------------------------------------------------
Net property, plant, and
Equipment - 2,082 - 29 188
Other Noncurrent Assets
Investment in Subsidiaries - - - 21 -
Regulatory assets - - - - -
Nuclear decommissioning funds - - - - -
Other - 1,421 - 371 195
-------------------------------------------------------------------
Total noncurrent assets - 1,421 - 392 195
--------------------------------------------------------------------
TOTAL ASSETS $ - $ 4,544 $ - $ 1,871 $ 480
====================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING BALANCE SHEET
ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E PG&E
PG&E CORPORATION ENERGY PG&E GAS
CAPITAL, PG&E SUPPORT TRADING - GAS TRANSMISSION
LLC ENTERPRISES SERVICES, INC. CORPORATION TECO, INC.
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings $ - $ 348 $ - $ - $ -
Current portion of
long-term debt - 43 - - 2
Current portion of rate
reduction bonds - - - - -
Accounts payable
Trade creditors - 19 - - 12
Related parties - 370 - 443 8
Regulatory balancing
Accounts - - - - -
Other - 75 - - 1
Energy marketing - 15 - 465 -
Accrued taxes - 4 - (22) (1)
Price risk management - - - 575 -
Other - 229 - 1 -
--------------------------------------------------------------------
Total current liabilities - 1,103 - 1,462 22
Noncurrent Liabilities
Long-term debt - 681 - - 6
Rate reduction bonds - - - - -
Deferred income taxes - 408 - 98 69
Deferred tax credits - - - - -
Other - 1,002 - 247 -
--------------------------------------------------------------------
Total noncurrent liabilities - 2,091 - 345 75
Preferred stock of subsidiaries
with mandatory redemption
provisions - 57 - - -
Company obligated securities
of trust holding solely
PG&E subordinated
debentures (QUIPS) - - - - -
Equity
Preferred Stock without
mandatory redemption
provisions
Nonredeemable - - - - -
Redeemable - - - - -
Common stock - 1,364 - 139 381
Common stock held by
Subsidiary - - - - -
Retained earnings - (71) - (75) 2
--------------------------------------------------------------------
Total equity - 1,293 - 64 383
--------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY $ - $ 4,544 $ - $ 1,871 $ 480
====================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E GAS PG&E GAS CONSOLIDATING NATIONAL
TRANSMISSION TRANSMISSION ADJUSTMENTS & ENERGY GROUP
TEXAS CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
Current Assets
Cash and cash equivalents $ 43 $ - $ - $ 201
Short-term investments - - - 11
Accounts receivable
Customer, net 58 24 - 285
Regulatory balancing
Accounts - - - -
Related parties (36) 6 (621) 161
Energy marketing - - - 532
Price risk management - - - 624
Inventories & Prepayments 19 12 - 265
Deferred income taxes - - - 14
------------------------------------------------------------------
Total current assets 84 42 (621) 2,093
Property, Plant, and Equipment
Utility - - - -
Non-Utility
Electric - - - 1,905
Gas transmission 1,632 1,518 - 3,360
Construction work in progress 11 22 - 222
Other - - - 168
------------------------------------------------------------------
Total property, plant,and
equipment (at original cost) 1,643 1,540 - 5,655
Accumulated depreciation
and decommissioning (105) (513) - (791)
------------------------------------------------------------------
Net property, plant, and
Equipment 1,538 1,027 - 4,864
Other Noncurrent Assets
Investment in Subsidiaries - - (21) -
Regulatory assets - 62 - 62
Nuclear decommissioning funds - - - -
Other 312 29 (11) 2,317
------------------------------------------------------------------
Total noncurrent assets 312 91 (32) 2,379
------------------------------------------------------------------
TOTAL ASSETS $ 1,934 $ 1,160 $ (653) $ 9,336
==================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E GAS PG&E GAS CONSOLIDATING NATIONAL
TRANSMISSION TRANSMISSION ADJUSTMENTS & ENERGY GROUP
TEXAS CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
LIABILITIES AND EQUITY
Current Liabilities
Short-term borrowings $ 176 $ - $ - $ 524
Current portion of
long-term debt 82 - - 127
Current portion of rate
reduction bonds - - - -
Accounts payable
Trade creditors 87 13 (10) 121
Related parties (14) 1 (624) 184
Regulatory balancing
Accounts - - - -
Other 43 2 - 121
Energy marketing - - - 480
Accrued taxes (9) 6 (2) (24)
Price risk management - - - 575
Other - 14 1 245
------------------------------------------------------------------
Total current liabilities 365 36 (635) 2,353
Noncurrent Liabilities
Long-term debt 543 566 - 1,796
Rate reduction bonds - - - -
Deferred income taxes 271 187 - 1,033
Deferred tax credits - - - -
Other 88 43 - 1,380
------------------------------------------------------------------
Total noncurrent liabilities 902 796 - 4,209
Preferred stock of subsidiaries
with mandatory redemption
provisions - - - 57
Company obligated securities
of trust holding solely
PG&E subordinated
debentures (QUIPS) - - - -
Equity
Preferred Stock without
mandatory redemption
provisions
Nonredeemable - - - -
Redeemable - - - -
Common stock 784 273 - 2,941
Common stock held by
Subsidiary - - - -
Retained earnings (117) 55 (18) (224)
------------------------------------------------------------------
Total equity 667 328 (18) 2,717
------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY $ 1,934 $ 1,160 $ (653) $ 9,336
==================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
PG&E CORPORATION
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PACIFIC PG&E
GAS AND ELM STRATEGIC NATIONAL CONSOLIDATING PG&E
PG&E ELECTRIC POWER CAPITAL ENERGY ADJUSTMENTS & CORPORATION
CORPORATION COMPANY GROUP INC. GROUP ELIMINATIONS CONSOLIDATED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $ 2,207 $ 2,260 $ - $ - $ (119) $(2,144) $ 2,204
Net income (73) 763 - - 8 (771) (73)
Common stock repurchased (1) (502) - - - 502 (1)
Dividends declared -
common stock (460) (415) - - (112) 527 (460)
Other 1 1 - - (1) (1) -
----------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 $ 1,674 $ 2,107 $ - $ - $ (224) $(1,887) $ 1,670
============================================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E PG&E
PG&E CORPORATION ENERGY PG&E GAS
CAPITAL, PG&E SUPPORT TRADING - GAS TRANSMISSION
LLC ENTERPRISES SERVICES, INC. CORPORATION TECO, INC.
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $ - $ (66) $ - $ (31) $ 3
Net income - 27 - (43) -
Common stock repurchased - - - - -
Dividends declared -
common stock - (32) - - -
Other - - - (1) (1)
---------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 $ - $ (71) $ - $ (75) $ 2
===============================================================
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
NATIONAL ENERGY GROUP
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in millions)
(Unaudited)
<CAPTION>
PG&E GAS PG&E GAS CONSOLIDATING NATIONAL
TRANSMISSION TRANSMISSION ADJUSTMENTS & ENERGY GROUP
TEXAS CORPORATION CORPORATION ELIMINATIONS CONSOLIDATED
----------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $ (99) $ 74 $ - $ (119)
Net income (19) 61 (18) 8
Common stock repurchased - - - -
Dividends declared -
common stock - (80) - (112)
Other 1 - - (1)
-----------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 $ (117) $ 55 $ (18) $ (224)
=================================================================
</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)
1. Total assets at December 31, 1998 $ 33,234
1. Total assets at December 31, 1999 $ 29,715
2. Total operating revenue for the
period ending December 31,1998 $ 19,577
2. Total operating revenue for the
period ending December 31,1999 $ 20,820
3. Income available for common stock
at December 31, 1998 $ 719
3. Income available for common stock
at December 31, 1999 $ (73)
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.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Beale Generating Company
(formerly J. Makowski Company, Inc.)
JMC Altresco, Inc.
Altresco, Inc.
Pittsfield Generating Company, L.P.
Pittsfield Partners, Inc.
Pittsfield Generating Company, L.P.
2. SELKIRK COGEN PARTNERS, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Beale Generating Company
(formerly J. Makowski Company, Inc.)
JMC Selkirk Holdings, Inc.
JMC Selkirk, Inc.
PentaGen Investors, L.P.
Selkirk Cogen Partners, L.P.
Selkirk Cogen Funding Corporation
Selkirk Cogen Partners, L.P.
Selkirk Cogen Funding Corporation
JMCS I Holdings, 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 National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Eagle Power Corporation
Keystone Cogeneration Company, L.P.
Keystone Urban Renewal Limited Partnership
4. LOGAN GENERATING COMPANY, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Eagle Power Corporation
Logan Generating Company, L.P.
5. HERMISTON GENERATING COMPANY, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Larkspur Power Corporation
Hermiston Generating Company, L.P.
Buckeye Power Corporation
Hermiston Generating Company, L.P.
6. MASSPOWER
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Beale Generating Company
Indian Orchard Generating Company, Inc.
MASSPOWER, L.L.C.
MASSPOWER
7. MILLENNIUM POWER PARTNERS L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
Peach III Power Corporation
Millennium Power Partners, L.P.
Black Hawk II Power Corporation
Millennium Power Partners, L.P.
8. CEDAR BAY GENERATING COMPANY, LIMITED PARTNERSHIP
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Raptor Holdings Company
Gray Hawk Power Corporation
Cedar Bay Cogeneration, Inc.
Cedar Bay Generating Company, Limited Partnership
9. NORTHAMPTON GENERATING COMPANY, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Jaeger Power Corporation
Northampton Generating Company, L.P.
Northampton Fuel Supply Company, Inc.
Northampton Water Supply, Inc.
10. SCRUBGRASS GENERATING COMPANY, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Falcon Power Corporation
Scrubgrass Generating Company, L.P.
Scrubgrass Power Corp
Scrubgrass Generating Company, L.P.
Clearfield Properties, Inc.
Leechburg Properties, Inc.
11. INDIANTOWN COGENERATION, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Toyan Enterprises
Indiantown Cogeneration L.P.
Indiantown Project Investment Partnership L.P.
Indiantown Cogeneration, L.P.
Indiantown Cogeneration Funding Corporation
12. CHAMBERS COGENERATION LIMITED PARTNERSHIP
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Power Group, LLC
(formerly USGen Power Group, LLC)
Peregrine Power Corporation
Chambers Cogeneration Limited Partnership
13. ATHENS GENERATING COMPANY, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
Black Hawk Power Corporation
Athens Generating Company, L.P.
Peach I Power Corporation
Athens Generating Company, L.P.
14. LA PALOMA GENERATING COMPANY, LLC
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
La Paloma Generating Company, LLC
La Paloma Power Corporation
La Paloma Generating Company, LLC
15. LAKE ROAD GENERATING COMPANY, L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
Peach IV Power Corporation
Lake Road Generating Company, L.P.
Black Hawk III Power Corporation
Lake Road Generating Company, L.P.
16. MANTUA CREEK GENERATING COMPANY L.P.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
Beech Power Corporation
Mantua Creek Generating Company L.P.
Plover Power Corporation
Mantua Creek Generating Company L.P.
17. OKEECHOBEE GENERATING COMPANY, LLC
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
Okeechobee Generating Company, LLC
Okeechobee Power Corporation
Okeechobee Generating Company, LLC
18. USGEN NEW ENGLAND, INC.
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
USGen New England, Inc.
19. WELLHEAD GENERATING COMPANY, LLC
(now known as PG&E Dispersed Generating Company, LLC)
PG&E Corporation
PG&E National Energy Group, Inc.
(formerly PG&E Diversified Investments, Inc.)
PG&E Enterprises
PG&E Shareholdings, Inc.
(formerly PG&E Generating Company)
PG&E Generating Company, LLC
(formerly U.S. Generating Company, LLC)
PG&E Generating Energy Group, LLC
(formerly USGen Energy Group, LLC)
Wellhead Generating Company, LLC
Wellhead Power Corporation
(now known as PG&E Dispersed Power Corporation)
Wellhead Generating Company, LLC
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 March, 2000.
PG&E Corporation
By PETER A. DARBEE
..............................................................
PETER A. DARBEE
Senior Vice President,
Chief Financial Officer
and Treasurer
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
