Calpine (CPNLQ) 8-K Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January16, 2007

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-12079	77-0212977
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

50 West San Fernando Street, San Jose, California 95113

717 Texas Avenue, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

Registrant’s telephone number, including area code: (408) 995-5115

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 7.01 — REGULATION FD DISCLOSURE

On January 16, 2007, Calpine Corporation (“Calpine” or the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Statement for the month ended November 30, 2006 (the “Monthly Operating Statement”), with the United States Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., Case No. 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of the Company’s Canadian subsidiaries were granted relief by the Court of Queen’s Bench of Alberta, Judicial District of Calgary (the “Canadian Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). As a result, certain of the Company’s Canadian and other foreign subsidiaries were deconsolidated as of December 20, 2005. Financial information regarding such deconsolidated subsidiaries is not part of the consolidated group included in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. The Company cautions readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the United States Bankruptcy Code (the “Bankruptcy Code”) and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006, and September 30, 2006.

These unaudited financial statements have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP and, upon the application of such procedures, the Company believes that the financial information could be subject to changes, and these changes could be material. The information furnished in the Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for quarterly financial statements in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Access to documents filed with the U.S. Bankruptcy Court and other general information about the Chapter 11 cases is available at www.kccllc.net/calpine. Certain information regarding the Canadian proceedings under the CCAA, including the reports of the monitor appointed by the Canadian Court, is available at the monitor’s website at www.ey.com/ca/calpinecanada. The content of the foregoing websites is not a part of this Report.

Limitation on Incorporation by Reference

The Monthly Operating Statement is being furnished for informational purposes only and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Registration statements or other documents filed with the SEC shall not incorporate the Monthly Operating Statement or any other information set forth in this Report by reference, except as otherwise expressly stated in such filing. This Report will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD.

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Forward-Looking Statements

In addition to historical information, this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company uses words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) the risks and uncertainties associated with the Chapter 11 cases and CCAA proceedings, including impact on operations; (ii) the Company’s ability to attract, retain and motivate key employees and successfully implement new strategies; (iii) the Company’s ability to successfully reorganize and emerge from Chapter 11; (iv) the Company’s ability to attract and retain customers and counterparties; (v) the Company’s ability to implement its business plan; (vi) financial results that may be volatile and may not reflect historical trends; (vii) the Company’s ability to manage liquidity needs and comply with financing obligations; (viii) the direct or indirect effects on the Company’s business of its impaired credit including increased cash collateral requirements; (ix) the expiration or termination of the Company’s PPAs and the related results on revenues; (x) potential volatility in earnings and requirements for cash collateral associated with the use of commodity contracts; (xi) price and supply of natural gas; (xii) risks associated with power project development, acquisition and construction activities; (xiii) risks associated with the operation of power plants, including unscheduled outages of operating plants; (xiv) factors that impact the output of the Company’s geothermal resources and generation facilities, including unusual or unexpected steam field well and pipeline maintenance and variables associated with the waste water injection projects that supply added water to the steam reservoir; (xv) quarterly and seasonal fluctuations of the Company’s results; (xvi) competition; (xvii) risks associated with marketing and selling power from plants in the evolving energy markets; (xviii) present and possible future claims, litigation and enforcement actions; (xix) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xx) other risks identified in this report and in the Company’s annual and quarterly reports on Forms 10-K and 10-Q. You should also carefully review other reports that the Company files with the SEC. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise.

ITEM 9.01 — FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(d) Exhibits

99.1  Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended November 30, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CALPINE CORPORATION

	By:	/s/       Charles B. Clark, Jr.
		Charles B. Clark, Jr.
		Senior Vice President, Chief Accounting Officer
Date:  January 16, 2007

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Calpine Corporation’s Unaudited Monthly Operating Statement for the month ended November 30, 2006.

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EXHIBIT 99.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
	x
In re:	:	Chapter 11
	:
CALPINE CORPORATION, et al.,	:	Case No. 05-60200 BRL
	:
Debtors.	:	(Jointly Administered)
	:
	x

MONTHLY OPERATING STATEMENT FOR THE PERIOD

FROM NOVEMBER 1, 2006, TO NOVEMBER 30, 2006

DEBTORS’ ADDRESS:	50 West San Fernando Street, San Jose, California 95113
	717 Texas Avenue, Houston, Texas 77002
	MONTHLY DISBURSEMENTS MADE BY CALPINE CORPORATION, ET AL. AND ITS U.S. DEBTOR SUBSIDIARIES (IN THOUSANDS):	$	416,648
DEBTORS’ ATTORNEYS:	Kirkland & Ellis LLP
	Richard M. Cieri (RC 6062)
	Marc Kieselstein (admitted pro hac vice)
	David R. Seligman (admitted pro hac vice)
	Edward O. Sassower (ES 5823)
	Citigroup Center
	153 East 53rd Street
	New York, NY 10022-4611
	MONTHLY OPERATING INCOME (LOSS) (IN THOUSANDS):	$	(243,341)
REPORT PREPARER:	CALPINE CORPORATION, et al.

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.

	/s/       CHARLES B. CLARK, JR.
	Charles B. Clark, Jr.
	Senior Vice President, Chief Accounting Officer
DATE:  January 16, 2007	Calpine Corporation

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DEFINITIONS

As used in this Monthly Operating Statement, the following abbreviations contained herein have the meanings set forth below. Additionally, the terms “the Company,” “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. For clarification, such terms will not include the Canadian and other foreign subsidiaries that were deconsolidated as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court effective December 31, 2005. The term “Calpine Corporation” shall refer only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Monthly Operating Statement to any agreement means such agreement and all schedules, exhibits and attachments thereto in each case as amended, restated, supplemented or otherwise modified to the date of this Monthly Operating Statement.

Abbreviation	Definition
2005 Form 10-K	Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on May 19, 2006
2006 First Quarter Form 10-Q	Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on July 3, 2006
2006 Second Quarter Form 10-Q	Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 14, 2006
2006 Third Quarter Form 10-Q	Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006
2006 Forms 10-Q	2006 First Quarter Form 10-Q, 2006 Second Quarter Form 10-Q, and 2006 Third Quarter Form 10-Q
APB	Accounting Principles Board
ASC	Aircraft Services Corporation
Bankruptcy Code	United States Bankruptcy Code
CalGen	Calpine Generating Company, LLC
Calpine Debtor(s)	The U.S. Debtors and the Canadian Debtors
Canadian Court	The Court of Queen’s Bench of Alberta, Judicial District of Calgary
Canadian Debtor(s)	The subsidiaries and affiliates of Calpine Corporation that have been granted creditor protection under the CCAA in the Canadian Court
Cash Collateral Order	Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006, as modified by orders entered by the U.S. Bankruptcy Court on June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, and December 28, 2006
CCAA	Companies’ Creditors Arrangement Act (Canada)
CCFC	Calpine Construction Finance Company, L.P.
CCFCP	CCFC Preferred Holdings, LLC
CES	Calpine Energy Services, L.P.

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Abbreviation	Definition
Chapter 11	Chapter 11 of the Bankruptcy Code
DIP Facility	The Revolving Credit, Term Loan and Guarantee Agreement, dated as of December 22, 2005, as amended on January 26, 2006, and as amended and restated by that certain Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006, among Calpine Corporation, as borrower, the Guarantors party thereto, the Lenders from time to time party thereto, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as joint syndication agents, Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders, General Electric Capital Corporation, as Sub-Agent for the Revolving Lenders, Credit Suisse, as administrative agent for the Second Priority Term Lenders, Landesbank Hessen Thuringen Girozentrale, New York Branch, General Electric Capital Corporation and HSH Nordbank AG, New York Branch, as joint documentation agents for the First Priority Lenders and Bayerische Landesbank, General Electric Capital Corporation and Union Bank of California, N.A., as joint documentation agents for the Second Priority Lenders
EITF	Emerging Issues Task Force
Exchange Act	United States Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FIN	FASB Interpretation Number
First Priority Notes	Calpine Corporation’s 95/8% First Priority Senior Secured Notes Due 2014
First Priority Trustee	Until February 2, 2006, Wilmington Trust Company, as trustee, and from February 3, 2006, and thereafter, Law Debenture Trust Company of New York, as successor trustee, under the Indenture, dated as of September 30, 2004, with respect to the First Priority Notes
GAAP	Generally accepted accounting principles in the United States
Geysers Assets	19 geothermal power plant assets located in northern California
LSTC	Liabilities subject to compromise
Mitsui	Mitsui & Co., Ltd.
Non-U.S. Debtor(s)	The consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtor(s)
Petition Date	December 20, 2005
PG&E	Pacific Gas & Electric Company
PPA(s)	Power purchase agreement(s)
SDG&E	San Diego Gas & Electric Company
SDNY Court	United States District Court for the Southern District of New York

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Abbreviation	Definition
SEC	United States Securities and Exchange Commission
Second Priority Debt	Calpine Corporation’s Second Priority Senior Secured Floating Rate Notes due 2007, 81/2% Second Priority Senior Secured Notes Due 2010, 83/4% Second Priority Senior Secured Notes Due 2013, 97/8% Second Priority Senior Secured Notes Due 2011, and Senior Secured Term Loans Due 2007
Second Lien Term Loans	Calpine Corporation’s Senior Secured Term Loans Due 2007
Securities Act	United States Securities Act of 1933, as amended
SFAS	Statement of Financial Accounting Standards
SOP	Statement of Position
ULC I	Calpine Canada Energy Finance ULC
ULC II	Calpine Canada Energy Finance II ULC
U.S.	United States of America
U.S. Bankruptcy Court	United States Bankruptcy Court for the Southern District of New York
U.S. Debtor(s)	Calpine Corporation and each of its subsidiaries and affiliates that have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court, which matters are being jointly administered in the U.S. Bankruptcy Court under the caption In re Calpine Corporation, et al., Case No. 05-60200 (BRL)

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CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

				Page
Financial Statements as of and for the Month Ended November30, 2006:
Consolidated Condensed Statement of Operations				10
Consolidated Condensed Balance Sheet				11
Notes to Unaudited Consolidated Condensed Financial Statements
	1.	Chapter 11 Cases and CCAA Proceedings		13
	2.	Basis of Presentation		16
	3.	Summary of Significant Accounting Policies		17
	4.	Recent Accounting Pronouncements		17
	5.	Cash and Cash Equivalents, Restricted Cash and Margin Deposits		18
	6.	Rejected Contracts and Related Matters		19
	7.	Liabilities Subject to Compromise		19
	8.	DIP Facility		20
	9.	Reorganization Items		21
Schedules:
Schedule I			Schedule of Consolidating Condensed Balance Sheet as of November 30, 2006	22
Schedule II			Schedule of Consolidating Condensed Statement of Operations for the Month Ended November 30, 2006	24
Schedule III			Schedule of Payroll and Payroll Taxes	26
Schedule IV			Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld	27
Schedule V			Schedule of Total Disbursements by Debtor	28
Schedule VI			Insurance Statement	35

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Index   Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the period from November 1, 2006, through November 30, 2006

Revenue:
Electricity and steam revenue	$	378,638
Sales of purchased power and gas for hedging and optimization		109,000
Mark-to-market activities, net		(10,267	)
Other revenue		4,536
Total revenue		481,907
Cost of revenue:
Plant operating expense		62,899
Royalty expense		1,871
Transmission purchase expense		5,994
Purchased power and gas expense for hedging and optimization		112,034
Fuel expense		226,818
Depreciation and amortization expense		40,829
Operating plant impairments		(1	)
Operating lease expense		4,091
Other cost of revenue		4,712
Total cost of revenue		459,247
Gross profit		22,660
Equipment, development project and other impairments		—
Long-term service agreement cancellation charge		—
Project development expense		2,360
Research and development expense		927
Sales, general and administrative expense		6,655
Income from operations		12,718
Interest expense		254,493
Interest (income)		(7,317	)
Minority interest expense		228
Other (income) expense, net		872
Income (loss) before reorganization items and provision for income taxes		(235,558	)
Reorganization items		7,899
Income (loss) before provision for income taxes		(243,457	)
Provision (benefit) for income taxes		(116	)
Net income (loss)	$	(243,341	)

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

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CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

November 30, 2006

ASSETS
Current assets:
Cash and cash equivalents	$	1,190,772
Accounts receivable, net		746,029
Margin deposits and other prepaid expense		319,548
Inventories		202,725
Restricted cash		387,385
Current derivative assets		239,673
Current assets held for sale		154,515
Other current assets		82,410
Total current assets		3,323,057
Restricted cash, net of current portion		193,856
Notes receivable, net of current portion		145,773
Project development costs		26,468
Investments		114,311
Deferred financing costs		142,200
Prepaid lease, net of current portion		209,305
Property, plant and equipment, net		13,691,556
Goodwill		45,160
Other intangible assets, net		50,672
Long-term derivative assets		392,912
Other assets		523,500
Total assets	$	18,858,770

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

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CONSOLIDATED CONDENSED BALANCE SHEET — (Continued)

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	467,011
Accrued payroll and related expense		43,373
Accrued interest payable		330,409
Income taxes payable		99,073
Notes payable and other borrowings, current portion		143,940
Preferred interests, current portion		8,990
Capital lease obligations, current portion		282,389
CCFC financing, current portion		3,208
CalGen financing, current portion		2,511,136
Construction/project financing, current portion		717,537
DIP Facility, current portion		3,500
Current derivative liabilities		305,788
Other current liabilities		358,479
Total current liabilities		5,274,833
Notes payable and other borrowings, net of current portion		419,944
Preferred interests, net of current portion		574,425
Capital lease obligations, net of current portion		136
CCFC financing, net of current portion		778,932
Construction/project financing, net of current portion		1,478,418
DIP Facility, net of current portion		993,875
Deferred income taxes, net of current portion		424,902
Deferred revenue		109,650
Long-term derivative liabilities		534,685
Other liabilities		159,183
Total liabilities not subject to compromise		10,748,983
Liabilities subject to compromise		14,864,869
Commitments and contingencies
Minority interests		269,431
Stockholders’ equity (deficit):
Common stock		536
Additional paid-in capital		3,271,124
Additional paid-in capital, loaned shares		162,400
Additional paid-in capital, returnable shares		(162,400	)
Accumulated deficit		(10,247,826	)
Accumulated other comprehensive loss		(48,357	)
Total stockholders’ deficit		(7,024,513	)
Total liabilities and stockholders’ deficit	$	18,858,770

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

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CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the period from November 1, 2006, through November 30, 2006

1.Chapter 11 Cases and CCAA Proceedings

Since the Petition Date, Calpine Corporation and 273 of its wholly owned subsidiaries in the U.S. have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court. Similarly, since the Petition Date, 12 of Calpine’s Canadian subsidiaries have filed for creditor protection under the CCAA in the Canadian Court. Certain other subsidiaries could file under Chapter 11 in the U.S. or for creditor protection under the CCAA in Canada in the future. The Chapter 11 cases are being jointly administered for procedural purposes only by the U.S. Bankruptcy Court under the case captioned In re Calpine Corporation et al., Case No. 05-60200 (BRL). See Note 2 “Chapter 11 Cases and CCAA Proceedings” in our 2006 Third Quarter Form 10-Q for a summary of our Chapter 11 cases and CCAA proceedings. Described below are the most significant events that were pending or occurred in the Chapter 11 cases during or after the month ended November 30, 2006.

On October 12, 2006, the U.S. Bankruptcy Court approved an auction process in which qualifying bidders can make competing offers on our wholly owned subsidiary, MEP Pleasant Hill, LLC, which had entered into an asset purchase agreement with Aquila, Inc. to sell substantially all of the assets related to the Aries power plant, a 590-MW natural gas-fired facility in Pleasant Hill, Missouri, for approximately $159 million. On December 6, 2006, following an auction process in which qualified bidders could make competing offers, the U.S. Bankruptcy Court approved the sale of the Aries power plant assets to Kelson Holdings, LLC for $233.6 million plus certain per diem expenses of the Company for running the facility after December 21, 2006, through the closing of the sale. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.

We have identified for potential sale 15 turbines, comprising 14 combustion turbines and one steam turbine. The generating capacities of the turbines range from approximately 45 MW to approximately 180 MW. The U.S. Bankruptcy Court approved our sale of one of the combustion turbines for $16.0 million on October 12, 2006, and on November 1, 2006, approved the sale of four additional combustion turbines for $48.0 million after we had completed an auction process in the U.S. Bankruptcy Court. Additionally, on November 16, 2006, we sold five combustion turbines and one partial combustion turbine unit and additional miscellaneous other assets for a total of approximately $47.7 million pursuant to U.S. Bankruptcy Court approved auction procedures.

RockGen Energy LLC leases a 460-MW natural gas-fired power plant located in Christiana, Wisconsin. On November 2, 2006, we entered into a Forbearance Agreement with the RockGen owner lessors and owner participants, as well as the trustees and other parties to the RockGen sale/leaseback financing and, due to the highly confidential and proprietary information set forth in the Forbearance Agreement, sought and obtained the approval of the U.S. Bankruptcy Court to file the motion to approve the Forbearance Agreement under seal. Following entry of the order approving the request to file under seal, on November 2, 2006, we filed under seal the motion to approve the Forbearance Agreement with the U.S. Bankruptcy Court, which motion was approved by the U.S. Bankruptcy Court on November 15, 2006. We believe that the Forbearance Agreement will provide a consensual mechanism to maximize the value of the RockGen power plant and to minimize claims in the Chapter 11 cases.

On November 3, 2006, we entered into an asset purchase agreement with Puget Sound Energy to sell substantially all of the assets of the Goldendale Energy Center, a 271-MW natural gas-fired combined-cycle power plant located in Goldendale, Washington, for approximately $100 million, plus the assumption by Puget Sound Energy of certain liabilities. On December 6, 2006, the U.S. Bankruptcy Court approved an auction process in which qualified bidders can make competing offers on the transaction. The sale hearing is currently scheduled for February 7, 2007, before the U.S. Bankruptcy

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Court. Closing of the transaction is subject to certain additional conditions including receipt of any required regulatory approvals.

On November 15, 2006, the U.S. Bankruptcy Court approved the transfer of certain assets by Calpine to Otay Mesa Energy Center, LLC, a Non-U.S. Debtor, for the development of a 593-MW natural gas-fired combined-cycle power plant in San Diego County, California. In addition, the Court approved certain agreements to facilitate the development of the project including, among other things, a revised 10-year PPA with SDG&E and a sublease agreement which includes put/call options in favor of Calpine and SDG&E, respectively, whereby under certain circumstances, after 10 years of operations, Calpine can require SDG&E, or SDG&E can elect, to purchase the project. The U.S. Bankruptcy Court also authorized Calpine to make cash contributions to Otay Mesa Energy Center, LLC not to exceed $35 million. The U.S. Bankruptcy Court’s order has been appealed, but the order has not been stayed pending appeal.

On November 22, 2006, we filed a motion with the U.S. Bankruptcy Court for an extension of the period during which the Debtors have the exclusive right to file a plan or plans of reorganization from December 31, 2006, to June 20, 2007, and an extension of the deadline by which the Debtors have the exclusive right to solicit acceptances of such plan or plans from March 31, 2007, to August 20, 2007. The U.S. Bankruptcy Court approved the motion on December 6, 2006. However, the U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so.

On December 6, 2006, the U.S. Bankruptcy Court entered an interim order establishing the effective date for notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates and scheduling a hearing on February 7, 2007, to approve an order establishing notice and sell-down procedures for trading in claims against the U.S. Debtors’ estates. The notice and sell-down procedures will allow the U.S. Debtors to identify substantial claim holders and to require certain claim holders who purchase claims after entry of the interim order to sell down a portion of those claims, if necessary, to protect the U.S. Debtors’ ability to utilize their accumulated net operating losses and other tax attributes. Pursuant to the interim order, potential purchasers of claims against the U.S. Debtors are deemed notified that, to the extent a final order is approved, they may be subject to a required sell-down of any claims purchased after December 6, 2006, pursuant to the terms of the final order. The U.S. Bankruptcy Court previously approved certain trading notification and transfer procedures designed to allow the Company to restrict trading in its common stock (and related securities) which could negatively impact the U.S. Debtors’ accumulated net operating losses and other tax attributes.

On December 22, 2006, the U.S. Debtors filed a motion with the U.S. Bankruptcy Court to employ AP Services, LLC as its crisis managers pursuant to section 363 of the Bankruptcy Code, with such employment effective as of November 3, 2006. Hearing on the motion is scheduled for January 17, 2007. The retention of AP Services, LLC had previously been approved by the U.S. Bankruptcy Court by final order dated March 27, 2006. The December 22, 2006, motion seeks approval of certain amendments to the services agreement with AP Services, LLC, reflecting (i) the retention of Lisa J. Donahue, whose services are provided pursuant to such services agreement, as our Chief Financial Officer and (ii) the terms of the contingent success fee arrangement between Calpine and AP Services, LLC.

In addition, during the pendency of our Chapter 11 cases, in lieu of distributions, our U.S. Debtor subsidiaries are permitted under the terms of the Cash Collateral Order to make transfers from their excess cash flow in the form of loans to other U.S. Debtors, notwithstanding the existence of any default or event of default related to our Chapter 11 cases. However, approximately $258 million in excess cash flow was being held at our U.S. Debtor subsidiary, CalGen, by the collateral agent for the CalGen secured debt due to the CalGen collateral agent’s disagreement with our interpretation of the Cash Collateral Order’s authorization of such transfers. On December 20, 2006, the U.S. Bankruptcy Court approved an order modifying the Cash Collateral Order. Pursuant to the December 20, 2006, order, the CalGen collateral agent has (following the amendment of the DIP Facility described in Note 8) transferred $258 million to us in the form of a loan. In addition, pursuant to the December 20, 2006, order, the CalGen collateral agent will honor all future requests for loan transfers within three days of receipt of the request, provided that (a) the U.S. Debtors are in compliance with certain adequate protection obligations under the Cash Collateral Order and (b) CalGen is in compliance, in all material respects, with certain specified provisions of the indentures governing its notes. As adequate protection to CalGen’s debt holders, CalGen shall have a first priority lien upon the excess cash flow transferred to the extent such funds remain in a separate account maintained by us. In addition, CalGen

14

shall have an allowed claim in the amount of the excess cash flow transferred against each of the U.S. Debtors and a junior lien upon all assets of each of the U.S. Debtors.

On December 28, 2006, the U.S. Bankruptcy Court approved an order further modifying the Cash Collateral Order. The December 28, 2006, order allows Calpine Corporation to make adequate protection payments to the holders of the Second Priority Debt. Each of the Second Lien Term Loan lenders had until January 12, 2007, to notify the agent for the Second Lien Term Loans whether such lender elects not to receive adequate protection payments as set forth in the December 28, 2006, order. A hearing is scheduled to be held on February 27, 2007, to address, among other things, any requests for adequate protection by Second Lien Term Loan lenders that elected not to receive the adequate protection payments and/or whether Second Lien Term Loan lenders are entitled to make an election not to receive such payments. Pursuant to the December 28, 2006, order, Calpine is not permitted to draw on its $1 billion revolving credit facility under the DIP Facility to make adequate protection payments with respect to the Second Priority Debt, but may only use unrestricted cash on hand to the extent such unrestricted cash is in excess of $10 million and there is a zero balance (other than any letters of credit) under the credit facility to make such payments. Calpine Corporation is required to use commercially reasonable efforts to cause its direct and indirect subsidiaries to upstream cash to it (which, in the case of any subsidiaries that are U.S. Debtors shall be via intercompany loan). Subject to these liquidity requirements, and provided there is no default or event of default under the DIP Facility at the time or as a result of such payment, Calpine Corporation is required to pay holders of the Second Priority Debt (with the exception of Second Lien Term Loan lenders that elect not to receive adequate protection payments) a total of $100.3 million as adequate protection payments for 2006 in four equal quarterly installments on March 31, 2007, June 30, 2007, September 30, 2007, and December 31, 2007. To the extent any quarterly payment is not paid in full due to the liquidity requirements, the unpaid balance would carry over and be added to the next quarterly payment. In addition, Calpine Corporation is required to pay a total of $216 million as adequate protection payments for 2007 for the Second Priority Debt that carries a fixed rate (comprising the 8 1/2% Second Priority Senior Secured Notes Due 2010, 8 3/4% Second Priority Senior Secured Notes Due 2013 and 9 7/8% Second Priority Senior Secured Notes Due 2011) in four installments on January 15, 2007, June 1, 2007, July 15, 2007, and December 1, 2007. Further, Calpine Corporation is required to make adequate protection payments for 2007 to holders of the Second Priority Debt (with the exception of Second Lien Term Loan lenders that elect not to receive the adequate protection payments) that carries a floating rate (comprising the Second Priority Senior Secured Floating Rate Notes due 2007 and the Second Lien Term Loans) based on the rates in effect at the time of payment in four quarterly installments on January 15, 2007, April 15, 2007, July 15, 2007, and October 15, 2007. It is impossible at this time to predict with any specificity the amounts that ultimately will be paid with respect to adequate protection payments to be made on Second Priority Debt that carries a floating interest rate; however, based on an assumed LIBOR rate of 5.37% and a prime rate of 8.25%, and assuming that all Second Lien Term Loan lenders receive such payments, the total 2007 adequate protection payment for floating rate Second Priority Debt is estimated to be approximately $150 million. Payment of the adequate protection payments for 2007 is subject to there being no default or event of default under the DIP Facility at the time or as a result of such payment and is subject to the liquidity requirements. To the extent adequate protection payments for 2007 are not made in full due to the liquidity requirements, the unpaid balance will carry over and be added to the next scheduled payment. In exchange for these payments, the holders of the Second Priority Debt (with the exception of Second Lien Term Loan lenders that elect not to receive the adequate protection payments) have agreed to waive certain claims for default interest or interest on interest. Calpine Corporation expects to record additional interest expense in 2006 and 2007 in the total amount of approximately $466 million, which is the total additional estimated payments provided for by the modifications outlined above. As a result, we accrued additional interest expense of approximately $186 million in November 2006, representing interest on the Second Priority Debt for the period of December 21, 2005, to November 30, 2006, less amounts previously accrued under the prior terms of the Cash Collateral Order.

On January 3, 2007, the U.S. Bankruptcy Court authorized us to take all necessary actions to effectuate the financing of the Greenfield Energy Centre, a 1,005-MW natural gas-fired, combined-cycle power plant currently under construction in Courtright, Ontario, Canada in which we have a 50% interest. The financing is comprised of: (1) a non-recourse term loan for up to CDN$560 million, (2) the issuance of a CDN$50 million letter of credit to secure the Greenfield partnership’s obligations under the Ontario Power Authority Power Purchase Agreement and (3) a CDN$45 million working capital facility for collateral needs to buy fuel for the Greenfield Energy Centre. Any lenders participating in the financing transaction will receive a security interest in the Greenfield plant assets.

15

Index   Definitions

In June 2006, pursuant to orders of the U.S. Bankruptcy Court, we completed repayment of the First Priority Notes at par ($646.1 million) plus accrued and unpaid interest. The repayment orders provided that such repayment was without prejudice to the rights of the holders of the First Priority Notes to pursue their demand for payment of a “make whole” premium they alleged to be due as a result of our repayment of First Priority Notes prior to their stated maturity. The First Priority Trustee appealed each of the repayment orders to the SDNY Court. In addition, the First Priority Trustee filed an adversary proceeding in the U.S. Bankruptcy Court on behalf of the holders of the First Priority Notes seeking a declaratory judgment on the merits of their demand for a “make whole” premium. On June 21, 2006, the U.S. Bankruptcy Court entered an order approving our request to extend the date by which we were required to answer or otherwise move with respect to the First Priority Trustee’s adversary proceeding until ten days after a final order was entered in the First Priority Trustee’s appeal to the SDNY Court of the repayment orders. The First Priority Trustee then appealed the U.S. Bankruptcy Court’s June 21, 2006, order to the SDNY Court as well, and on July 24, 2006, the SDNY Court entered an order consolidating both appeals. On January 9, 2006, the SDNY Court affirmed the U.S. Bankruptcy Court’s repayment orders, and dismissed for lack of appellate jurisdiction the First Priority Trustee’s appeal of the U.S. Bankruptcy Court’s June 21, 2006 order. The First Priority Trustee’s adversary proceeding remains pending in the U.S. Bankruptcy Court.

In the CCAA proceedings, the Canadian Debtors sought and obtained a stay of proceedings from the Canadian Court in connection with the CCAA filings. Unlike the automatic stay provided under the Bankruptcy Code, there is no provision for an automatic stay under the CCAA. Pursuant to various orders, the most recent dated November 14, 2006, the Canadian Court extended its stay of proceedings through March 26, 2007.

2.Basis of Presentation

The accompanying consolidated condensed financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business, and in accordance with SOP 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The consolidated condensed financial statements do not include any adjustments that might be required should we be unable to continue to operate as a going concern. In accordance with SOP 90-7, all pre-petition liabilities subject to compromise have been segregated in the consolidated condensed balance sheets and classified as LSTC, at the estimated amount of allowed claims. Interest expense related to pre-petition LSTC has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases or is permitted by the Cash Collateral Order or is expected to be an allowed claim. Liabilities not subject to compromise are separately classified as current or noncurrent. Expenses, provisions for losses resulting from reorganization and certain other items directly related to our Chapter 11 cases are reported separately as reorganization items.

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of our Canadian subsidiaries were granted relief by the Canadian Court under the CCAA. As a result, certain of our Canadian and other foreign subsidiaries were deconsolidated as of the Petition Date. Financial information regarding such deconsolidated subsidiaries is not included with that of the consolidated group reported in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the U.S. Debtors in accordance with GAAP, and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the Bankruptcy Code and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the 2005 Form 10-K and the 2006 Forms 10-Q.

The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this

16

Index   Definitions

Monthly Operating Statement includes primarily normal recurring adjustments but does not include all of the adjustments that would typically be made for financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Mark-to-Market — Mark-to-market, net activity includes realized settlements of and unrealized mark-to-market gains and losses on both power and gas derivative instruments not designated as cash flow hedges, including those held for trading purposes. Gains and losses due to ineffectiveness on hedging instruments are also included in unrealized mark-to-market gains and losses. Trading activity is presented net in accordance with EITF Issue No. 02-03. Of the total mark-to-market loss of $10.3 million in November 2006, there was a $3.2 million unrealized loss, and we had a realized loss of $7.0 million. The realized loss included a non-cash gain of approximately $1.0 million from amortization of various items.

3.Summary of Significant Accounting Policies

See Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our 2005 Form 10-K and Note 1 “Basis of Presentation and Summary of Significant Accounting Policies” in the Notes to Consolidated Condensed Financial Statements included in each of the 2006 Forms 10-Q for a summary of the accounting policies that we believe are significant to us.

4.Recent Accounting Pronouncements

SFAS No. 123-R

In December 2004, FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” referred to as SFAS No. 123-R, which requires a public company to use the fair value method of accounting for stock-based compensation. We adopted this standard as of January 1, 2006, and applied the modified prospective transition method. The modified prospective approach applies to the unvested portion of all awards granted prior to January 1, 2006, and to all prospective awards. Prior financial statements are not restated under this method.

SFAS No. 123-R also requires the cash flows resulting from the tax benefits that occur from estimated tax deductions in excess of the compensation cost recognized be presented as financing cash flows in the statement of cash flows. Prior to adopting this statement, we presented tax benefits from allowable deductions as operating cash flows in our Consolidated Condensed Statement of Cash Flows.

As we previously adopted the fair value method of accounting under SFAS No. 123 as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” on January 1, 2003, the adoption of SFAS No. 123-R did not have a material impact on our results of operations, cash flows or financial position.

SFAS No. 154

In May 2005, FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement replaces APB Opinion No. 20, “Accounting Changes,” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005. Adoption of this statement did not materially impact our consolidated results of operations, cash flows or financial position.

FASB Interpretation No. 48

In June 2006, FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109.” FIN 48 addresses the recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in

17

Index   Definitions

interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early adoption permitted. We are currently assessing the impact this standard will have on our results of operations, cash flows and financial position.

SFAS No.157

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and enhances disclosures about fair value measurements. SFAS No. 157 applies when other accounting pronouncements require fair value measurements; it does not require new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with early adoption encouraged. We are currently assessing the impact this standard will have on our results of operations, cash flows, and financial position.

SAB No. 108

In September 2006, the SEC Staff issued SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 establishes a “dual approach” for quantifying the effects of financial statement errors, which requires the quantification of the effect of financial statement errors on each financial statement, as well as related disclosures. SAB No. 108 permits public companies to initially adopt its provisions either by (i) restating prior financial statements as if the “dual approach” had always been applied or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of assets and liabilities as of January 1, 2006, with an offsetting adjustment recorded in the opening balance of retained earnings. Public companies must begin to apply the provisions of SAB No. 108 no later than their annual financial statements for their first fiscal year ending after November 15, 2006. We do not expect the application of the provisions of SAB No. 108 will have a material impact on our results of operations, cash flows or financial condition.

5.Cash and Cash Equivalents, Restricted Cash and Margin Deposits

Cash and Cash Equivalents — We have certain project finance facilities and lease agreements that establish segregated cash accounts. These accounts have been pledged as security in favor of the lenders to such project finance facilities, and the use of certain cash balances on deposit in such accounts with our project financed securities is limited, at least temporarily, to the operations of the respective projects. At November 30, 2006, $616.9 million of the cash and cash equivalents balance was subject to such project finance facilities and lease agreements.

Restricted Cash — We are required to maintain cash balances that are restricted by provisions of certain of our debt and lease agreements or by regulatory agencies. These amounts are held by depository banks in order to comply with the contractual provisions requiring reserves for payments such as for debt service, rent, major maintenance and debt repurchases. Funds that can be used to satisfy obligations due during the next twelve months are classified as current restricted cash, with the remainder classified as non-current restricted cash. Restricted cash is generally invested in accounts earning market rates; therefore, the carrying value approximates fair value. Such cash is excluded from cash and cash equivalents in the Consolidated Condensed Statements of Cash Flows.

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Index   Definitions

The table below represents the components of our consolidated restricted cash as of November 30, 2006, (in thousands):

	Current		Non-Current		Total
Debt service	$	122,726	$	113,682	$	236,408
Rent reserve		55,064		—		55,064
Construction/major maintenance		88,410		30,028		118,438
Security/project reserves		—		—		—
Collateralized letters of credit and other credit support		34,285		—		34,285
Other		86,900		50,146		137,046
Total	$	387,385	$	193,856	$	581,241

Of our restricted cash at November 30, 2006, $316.2 million relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).

Power Contract Financing, L.L.C.	$	166.7
Gilroy Energy Center, LLC		44.6
Riverside Energy Center, LLC		34.1
Rocky Mountain Energy Center, LLC		41.9
Calpine Northbrook Energy Marketing, LLC		6.7
Calpine King City Cogen, LLC		19.9
Calpine Fox LLC		—
Power Contract Financing III, LLC		2.3
	$	316.2

Margin Deposits — As of November 30, 2006, to support commodity transactions, we had margin deposits with third parties of $176.3 million; we made gas and power prepayments of $102.6 million; and had a letter of credit outstanding of $2.0 million. Counterparties had deposited with us $2.4 million as margin deposits at November 30, 2006. We had $4.5 million counterparty letters of credit outstanding at November 30, 2006. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices and also based on our credit ratings and general perception of creditworthiness in this market. While we believe that we have adequate liquidity to support our operations at this time, it is difficult to predict future developments and the amount of credit support that we may need to provide as part of our business operations.

6.Rejected Contracts and Related Matters

The U.S. Debtors have assumed certain contracts and unexpired leases related to non-residential real property and have identified certain significant contracts and leases to be rejected, repudiated or terminated. See Note 2 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for a summary of significant developments in connection with these matters.

7.Liabilities Subject to Compromise

The claims bar dates—the dates by which claims against the Calpine Debtors were to be filed with the applicable Bankruptcy Court—were set for August 1, 2006, for the Calpine Debtors other than Calpine Geysers Company, L.P., for which the claims bar date was set for October 31, 2006. See Note 2 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for additional information.

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Index   Definitions

The amounts of LSTC at November 30, 2006 consisted of the following (in millions):

Accounts payable and accrued liabilities	$	372.1
Terminated commodity contracts and interest rate swaps		543.1
Convertible notes		1,823.4
Second priority senior secured notes(1)		3,671.9
Unsecured senior notes		1,880.0
Notes payable and other liabilities – related party		1,100.2
Provision for allowed claims(2)		5,474.2
Total liabilities subject to compromise(3)	$	14,864.9

__________

(1) We have not made, and currently do not propose to make, an affirmative determination whether our Second Priority Debt is fully secured or under-secured. We do, however, believe that there is uncertainty about whether the market value of the assets securing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Accordingly, we have classified the Second Priority Debt as LSTC.

(2) Consists primarily of estimated allowed claims related to guarantees by Calpine Corporation of repayment of unsecured senior notes (original principal amount of $2,597.2 million) for two wholly owned finance subsidiaries of the Company, ULC I and ULC II. The amounts outstanding to unrelated security holders had been reduced to $1,943.0 million at December 31, 2005, due to repurchases of such senior notes. However, some of the repurchased notes are held by certain of Calpine Corporation’s Canadian subsidiaries and are expected to give rise to allowed claims by these subsidiaries under the above guarantees. Additionally, there is a guarantee by Calpine Corporation of the obligations of its wholly owned subsidiary, Quintana Canada Holdings, LLC, under certain subscription agreements with ULC I, under which claims may be asserted for the same amounts sought under the Calpine Corporation guarantees of the ULC I notes. Although the expected claims are redundant relative to the underlying exposure to unrelated security holders, the Company determined that these duplicative claims were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although the U.S. Debtors fully reserve their rights in this regard.

(3) In November 2006, $159.1 million of project financing debt related to the Aries power plant was reclassified from Liabilities subject to compromise to Construction/project financing, current portion due to the pending sale of that facility, as the proceeds are expected to be adequate to retire that debt in its entirety.

8.DIP Facility

Pursuant to the DIP Facility, and applicable orders of the U.S. Bankruptcy Court, the DIP Facility lenders have made available to Calpine up to $2 billion comprised of a $1 billion revolving credit facility, a $400 million first priority term loan facility and a $600 million second priority term loan facility. The DIP Facility, which is guaranteed by each of the other U.S. Debtors, will remain in place until the earlier of an effective plan of reorganization or December 20, 2007. The DIP Facility is secured by first priority liens on all of the unencumbered assets of the U.S. Debtors, including the Geysers Assets, and junior liens on all of their encumbered assets. The proceeds of borrowings and letters of credit issued under the DIP Facility will be used, among other things, for working capital and other general corporate purposes. In February 2006, a portion of the borrowings under the revolving credit facility was used to fund a portion of the costs in connection with the purchase of the Geysers Assets. In May 2006 and June 2006, a portion of the funds drawn under the term loan facilities, together with approximately $409 million of restricted cash, plus related interest thereon, were used to repay $646.1 million of the First Priority Notes. During the month of November 2006, there were no amounts outstanding under the revolving credit facility, and $61.0 million additional letters of credit were issued against the revolving credit facility. Accordingly, at November 30, 2006, there was $997.4 million outstanding under the term loan facilities, nothing outstanding under the revolving credit facility and $72.7 million of letters of credit issued against the revolving credit facility.

The DIP Facility was amended on May 3, 2006, September 25, 2006, and most recently on December 20, 2006. The December 20, 2006 amendment, among other things, (i) implements various provisions of the agreed-upon order amending the Cash Collateral Order, including allowing for certain liens in favor of CalGen, (ii) allows adequate protection payments to holders of Second Priority Debt totaling approximately $466 million for 2006 and 2007 and (iii) eliminates the provision that

20

Index   Definitions

reduces the DIP revolver commitment from $1 billion to $750 million based on certain asset sale mechanics. See Note 22 of the Notes to Consolidated Financial Statements included in the 2005 Form 10-K, Note 6 of the Notes to Consolidated Condensed Financial Statements included in the 2006 First Quarter Form 10-Q, Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Second Quarter Form 10-Q and Note 7 of the Notes to Consolidated Condensed Financial Statements included in the 2006 Third Quarter Form 10-Q for further discussion of the DIP Facility.

9.Reorganization Items

Reorganization items represent the direct and incremental costs of being in Chapter 11, such as professional fees, pre-petition liability claim adjustments related to terminated contracts that are probable and can be estimated and charges related to expected allowed claims.

The table below lists the significant items recognized within this category for the month ended November 30, 2006 (in millions):

Provision for expected allowed claims(1)	$	5.0
(Gain) on asset sales		(4.0	)
Professional fees		15.4
DIP financing costs		(1.0	)
Other(2)		(7.5	)
Total reorganization items	$	7.9

__________

(1) This charge primarily includes repudiation, rejection or termination of contracts or guarantee of obligations.

(2) This charge includes foreign exchange adjustments on LSTC items denominated in a foreign currency and governed by foreign law and employee severance costs and is net of interest income earned on cash accumulated as a result of our Chapter 11 cases.

See Note 4 of the Notes to Consolidated Financial Statements included in our 2005 Form 10-K and Note 3 of the Notes to Consolidated Condensed Financial Statements included in each of our 2006 Forms 10-Q for a discussion of reorganization items.

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Index   Definitions

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

November30, 2006

	U.S. Debtors		Non-U.S. Debtors		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	989,178	$	201,594	$	—		$	1,190,772
Accounts receivable, net		683,968		137,479		(75,418	)		746,029
Accounts receivable (payable) from affiliates, net		37,798,785		2,465,201		(40,263,986	)		—
Margin deposits and other prepaid expense		282,313		48,898		(11,663	)		319,548
Inventories		176,060		26,665		—			202,725
Restricted cash		102,380		285,005		—			387,385
Current derivative assets		194,562		45,111		—			239,673
Current assets held for sale		—		154,515		—			154,515
Other current assets		938,189		55,952		(911,731	)		82,410
Total current assets		41,165,435		3,420,420		(41,262,798	)		3,323,057
Restricted cash, net of current portion		48,009		145,847		—			193,856
Notes receivable, net of current portion		144,108		1,665		—			145,773
Notes receivable from affiliates, net of current portion		4,226,462		124,867		(4,351,329	)		—
Project development costs		15,520		10,948		—			26,468
Investments		11,971,712		9,665,482		(21,522,883	)		114,311
Deferred financing costs		38,595		103,605		—			142,200
Prepaid lease, net of current portion		208,735		570		—			209,305
Property, plant and equipment, net		7,855,741		5,836,683		(868	)		13,691,556
Goodwill		45,160		—		—			45,160
Other intangible assets, net		15,549		35,123		—			50,672
Long-term derivative assets		308,078		84,834		—			392,912
Assets of discontinued operations		39,542		—		—			39,542
Other assets		225,196		269,963		(11,201	)		483,958
Intercompany		569,357		22,081		(591,438	)		—
Total assets	$	66,877,199	$	19,722,088	$	(67,740,517	)	$	18,858,770

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CONSOLIDATING CONDENSED BALANCE SHEET — (Continued)

	U.S. Debtors			Non-U.S. Debtors			Eliminations			Consolidated
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	512,598		$	1,550,481		$	(1,596,068	)	$	467,011
Accrued payroll and related expense		41,835			1,538			—			43,373
Accrued interest payable		487,301			90,893			(247,785	)		330,409
Income taxes payable		99,073			—			—			99,073
Notes payable and other borrowings, current portion		734,832			134,268			(725,160	)		143,940
Preferred interests, current portion		—			8,990			—			8,990
Capital lease obligations, current portion		186,310			98,470			(2,391	)		282,389
CCFC financing, current portion		—			3,208			—			3,208
CalGen financing, current portion		2,511,136			—			—			2,511,136
Construction/project financing, current portion		292,850			424,687			—			717,537
DIP Facility, current portion		3,500			—			—			3,500
Current derivative liabilities		218,251			87,537			—			305,788
Other current liabilities		240,707			129,435			(11,663	)		358,479
Total current liabilities		5,328,393			2,529,507			(2,583,067	)		5,274,833
Notes payable and other borrowings, net of current portion		4,275,182			2,050,257			(5,905,495	)		419,944
Preferred interests, net of current portion		—			574,425			—			574,425
Capital lease obligations, net of current portion		317,145			—			(317,009	)		136
CCFC financing, net of current portion		—			778,932			—			778,932
Construction/project financing, net of current portion		238,845			1,239,573			—			1,478,418
DIP Facility, net of current portion		993,875			—			—			993,875
Deferred income taxes, net of current portion		132,209			292,693			—			424,902
Deferred revenue		100,491			21,227			(12,068	)		109,650
Long-term derivative liabilities		432,981			101,704			—			534,685
Other liabilities		130,565			28,622			(4	)		159,183
Total liabilities not subject to compromise		11,949,686			7,616,940			(8,817,643	)		10,748,983
Liabilities subject to compromise		52,468,086			432			(37,603,649	)		14,864,869
Commitments and contingencies
Minority interests		—			269,431			—			269,431
Stockholders’ equity (deficit):
Common stock		31,533			5,099			(36,096	)		536
Additional paid-in capital		25,609,739			10,318,275			(32,656,890	)		3,271,124
Accumulated deficit		(23,136,292	)		1,514,715			11,373,761			(10,247,816	)
Accumulated other comprehensive loss		(45,553	)		(2,804	)		—			(48,357	)
Total stockholders’ equity (deficit)		2,459,427			11,835,285			(21,319,225	)		(7,024,513	)
Total liabilities and stockholders’ equity (deficit)	$	66,877,199		$	19,722,088		$	(67,740,517	)	$	18,858,770

Calpine Corporation’s consolidated results are comprised of U.S. Debtor and Non-U.S. Debtor entities that have affiliated transactions with other U.S. Debtor and Non-U.S. Debtor entities that must be eliminated in consolidation. Amounts listed under the “Eliminations” heading are required to correctly eliminate transactions between any affiliated entities for consolidated financial statement presentation purposes.

23

Index   Definitions

SCHEDULE II

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands)

For the Period from November 1, 2006, through November 30, 2006

	U.S. Debtors			Non-U.S. Debtors			Eliminations			Consolidated
Revenue:
Electricity and steam revenue	$	526,420		$	203,648		$	(351,430	)	$	378,638
Sales of purchased power and gas for hedging and optimization		348,244			8,526			(247,770	)		109,000
Mark-to-market activities, net		(3,911	)		(6,356	)		—			(10,267	)
Other revenue		19,610			12,487			(27,561	)		4,536
Total revenue		890,363			218,305			(626,761	)		481,907
Cost of revenue:
Plant operating expense		404,645			16,311			(358,057	)		62,899
Royalty expense		1,871			—			—			1,871
Transmission purchase expense		2,735			3,259			—			5,994
Purchased power and gas expense for hedging and optimization		73,878			57,350			(19,194	)		112,034
Fuel expense		396,629			79,713			(249,524	)		226,818
Depreciation and amortization expense		25,011			15,819			(1	)		40,829
Operating plant impairments		(1	)		—			—			(1	)
Operating lease expense		4,091			—			—			4,091
Other cost of revenue		1,957			2,755			—			4,712
Total cost of revenue		910,816			175,207			(626,776	)		459,247
Gross profit		(20,453	)		43,098			15			22,660
(Income) loss from unconsolidated investments		70,211			22,866			(93,077	)		—
Equipment, development project and other impairments		—			—			—			—
Long-term service agreement cancellation charge		—			—			—			—
Project development expense		2,045			315			—			2,360
Research and development expense		927			—			—			927
Sales, general and administrative expense		(490	)		7,145			—			6,655
Income (loss) from operations		(93,146	)		12,772			93,092			12,718
Interest expense		225,921			32,546			(3,974	)		254,493
Interest (income)		(8,297	)		(2,994	)		3,974			(7,317	)
Minority interest expense		—			228			—			228
Other (income) expense, net		(3,211	)		4,068			15			872
Income (loss) before reorganization items and provision (benefit) for income taxes		(307,559	)		(21,076	)		93,077			(235,558	)

24

Index   Definitions

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS — (Continued)

	U.S. Debtors			Non-U.S. Debtors			Eliminations		Consolidated
Reorganization items	$	4,909		$	2,990		$	—	$	7,899
Income (loss) before provision (benefit) for income taxes		(312,468	)		(24,066	)		93,077		(243,457	)
Provision (benefit) for income taxes		(116	)		—			—		(116	)
Net income (loss)	$	(312,352	)	$	(24,066	)	$	93,077	$	(243,341	)

Calpine Corporation’s consolidated results are comprised of U.S. Debtor and Non-U.S. Debtor entities that have affiliated transactions with other U.S. Debtor and Non-U.S. Debtor entities that must be eliminated in consolidation. Amounts listed under the “Eliminations” heading are required to correctly eliminate transactions between any affiliated entities for consolidated financial statement presentation purposes.

25

Index   Definitions

SCHEDULE III

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

SCHEDULE OF PAYROLL AND PAYROLL TAXES

(in thousands)

For the Period from November 1, 2006, through November 30, 2006

Gross Wages Paid**	Employee Payroll Taxes Withheld*	Employer Payroll Taxes Remitted*
$16,070	$3,808	$882

* Employee Payroll Taxes are withheld each pay period and remitted by the Company, together with the Employer Payroll Taxes, to the appropriate tax authorities.

** Gross Wages were paid by the Company on November 3, 2006; November 10, 2006; November 17, 2006; and November 24, 2006.

26

Index   Definitions

SCHEDULE IV

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

SCHEDULE OF FEDERAL, STATE AND LOCAL TAXES

COLLECTED, RECEIVED, DUE OR WITHHELD

(in thousands)

For the Period from November 1, 2006, through November 30, 2006

	Amount Withheld/Accrued			Amount Paid
Federal and state income taxes	$	(116	)	$	—
State and local taxes:
Property		4,496			1,041
Sales and use		1,613			1,950
Franchise		6			6
Other		22			22
Total state and local taxes		6,137			3,019
Total taxes	$	6,021		$	3,019

27

Index   Definitions

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

TOTAL DISBURSEMENTS BY DEBTOR

For the Month Ended November30, 2006

(in dollars)

Legal Entity	Case Number	Disbursements
Amelia Energy Center, LP	05-60223-BRL	$                       —
Anacapa Land Company, LLC	05-60226-BRL	26,834
Anderson Springs Energy Company	05-60232-BRL	—
Androscoggin Energy, Inc.	05-60239-BRL	—
Auburndale Peaker Energy Center, LLC	05-60244-BRL	51,077
Augusta Development Company, LLC	05-60248-BRL	—
Aviation Funding Corp.	05-60252-BRL	—
Baytown Energy Center, LP	05-60255-BRL	(2,514,355	)
Baytown Power GP, LLC	05-60256-BRL	—
Baytown Power, LP	05-60258-BRL	—
Bellingham Cogen, Inc.	05-60224-BRL	—
Bethpage Energy Center 3, LLC	05-60225-BRL	(35,821	)
Bethpage Fuel Management Inc.	05-60228-BRL	—
Blue Heron Energy Center, LLC	05-60235-BRL	—
Blue Spruce Holdings, LLC	05-60238-BRL	—
Broad River Energy LLC	05-60242-BRL	16,853,973
Broad River Holdings, LLC	05-60245-BRL	—
CalGen Equipment Finance Company, LLC	05-60249-BRL	—
CalGen Equipment Finance Holdings, LLC	05-60251-BRL	—
CalGen Expansion Company, LLC	05-60253-BRL	—
CalGen Finance Corp.	05-60229-BRL	—
CalGen Project Equipment Finance Company One, LLC	05-60236-BRL	233,197
CalGen Project Equipment Finance Company Three, LLC	05-60259-BRL	—
CalGen Project Equipment Finance Company Two, LLC	05-60262-BRL	—
Calpine Acadia Holdings, LLC	05-60265-BRL	—
Calpine Administrative Services Company, Inc.	05-60201-BRL	2,977,996
Calpine Agnews, Inc.	05-60268-BRL	—
Calpine Amelia Energy Center GP, LLC	05-60270-BRL	—
Calpine Amelia Energy Center LP, LLC	05-60272-BRL	—
Calpine Auburndale Holdings, LLC	05-60452-BRL	—
Calpine Baytown Energy Center GP, LLC	05-60453-BRL	—
Calpine Baytown Energy Center LP, LLC	05-60320-BRL	—
Calpine Bethpage 3 Pipeline Construction Company, Inc.	05-60330-BRL	—
Calpine Bethpage 3, LLC	05-60342-BRL	—
Calpine c*Power, Inc.	05-60250-BRL	—
Calpine CalGen Holdings, Inc.	05-60352-BRL	5,225
Calpine California Development Company, LLC	05-60355-BRL	—
Calpine California Energy Finance, LLC	05-60360-BRL	—

28

Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

Legal Entity	Case Number	Disbursements
Calpine California Equipment Finance Company, LLC	05-60464-BRL	—
Calpine Calistoga Holdings, LLC	05-60377-BRL	—
Calpine Capital Trust	05-60325-BRL	—
Calpine Capital Trust II	05-60379-BRL	—
Calpine Capital Trust III	05-60384-BRL	—
Calpine Capital Trust IV	05-60391-BRL	—
Calpine Capital Trust V	05-60221-BRL	—
Calpine Central Texas GP, Inc.	05-60329-BRL	—
Calpine Central, Inc.	05-60333-BRL	—
Calpine Central, L.P.	05-60351-BRL	344,997
Calpine Central-Texas, Inc.	05-60338-BRL	—
Calpine Channel Energy Center GP, LLC	05-60340-BRL	—
Calpine Channel Energy Center LP, LLC	05-60343-BRL	—
Calpine Clear Lake Energy GP, LLC	05-60345-BRL	—
Calpine Clear Lake Energy, LP	05-60349-BRL	—
Calpine Cogeneration Corporation	05-60233-BRL	—
Calpine Construction Management Company, Inc.	05-60260-BRL	4,678,836
Calpine Corporation	05-60200-BRL	34,691,120
Calpine Corpus Christi Energy GP, LLC	05-60247-BRL	—
Calpine Corpus Christi Energy, LP	05-60261-BRL	—
Calpine Decatur Pipeline, Inc.	05-60263-BRL	—
Calpine Decatur Pipeline, L.P.	05-60254-BRL	—
Calpine Dighton, Inc.	05-60264-BRL	—
Calpine East Fuels, Inc.	05-60257-BRL	—
Calpine Eastern Corporation	05-60266-BRL	97,425
Calpine Energy Holdings, Inc.	05-60207-BRL	—
Calpine Energy Services Holdings, Inc.	05-60208-BRL	—
Calpine Energy Services, L.P.	05-60222-BRL	242,971,471
Calpine Finance Company	05-60204-BRL	—
Calpine Freestone Energy GP, LLC	05-60227-BRL	—
Calpine Freestone Energy, LP	05-60230-BRL	—
Calpine Freestone, LLC	05-60231-BRL	—
Calpine Fuels Corporation	05-60203-BRL	—
Calpine Gas Holdings LLC	05-60234-BRL	—
Calpine Generating Company, LLC	05-60237-BRL	1,477,714
Calpine Geysers Company, LP	06-10939-BRL	66
Calpine Gilroy 1, Inc.	05-60240-BRL	—
Calpine Gilroy 2, Inc.	05-60241-BRL	—
Calpine Gilroy Cogen, L.P.	05-60243-BRL	31,165
Calpine Global Services Company, Inc.	05-60246-BRL	662
Calpine Gordonsville GP Holdings, LLC	05-60281-BRL	—
Calpine Gordonsville LP Holdings, LLC	05-60282-BRL	—
Calpine Gordonsville, LLC	05-60283-BRL	—
Calpine Greenleaf Holdings, Inc.	05-60284-BRL	—
Calpine Greenleaf, Inc.	05-60285-BRL	110,246

29

Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

Legal Entity	Case Number	Disbursements
Calpine Hidalgo Design, L.P.	06-10039-BRL	—
Calpine Hidalgo Energy Center, L.P.	06-10029-BRL	5,332,123
Calpine Hidalgo Holdings, Inc.	06-10027-BRL	—
Calpine Hidalgo Power GP, LLC	06-10030-BRL	—
Calpine Hidalgo Power, LP	06-10028-BRL	—
Calpine Hidalgo, Inc.	06-10026-BRL	—
Calpine International Holdings, Inc.	05-60205-BRL	—
Calpine International, LLC	05-60288-BRL	10,181
Calpine Investment Holdings, LLC	05-60289-BRL	—
Calpine Kennedy Airport, Inc.	05-60294-BRL	—
Calpine Kennedy Operators Inc.	05-60199-BRL	—
Calpine KIA, Inc.	05-60465-BRL	—
Calpine Leasing Inc.	05-60297-BRL	—
Calpine Long Island, Inc.	05-60298-BRL	—
Calpine Lost Pines Operations, Inc.	05-60314-BRL	—
Calpine Louisiana Pipeline Company	05-60328-BRL	—
Calpine Magic Valley Pipeline, Inc.	05-60331-BRL	—
Calpine Monterey Cogeneration, Inc.	05-60341-BRL	28,619
Calpine MVP, Inc.	05-60348-BRL	—
Calpine NCTP GP, LLC	05-60359-BRL	—
Calpine NCTP, LP	05-60406-BRL	—
Calpine Northbrook Corporation of Maine, Inc.	05-60409-BRL	—
Calpine Northbrook Energy Holdings, LLC	05-60418-BRL	—
Calpine Northbrook Energy, LLC	05-60431-BRL	—
Calpine Northbrook Holdings Corporation	05-60286-BRL	—
Calpine Northbrook Investors, LLC	05-60291-BRL	—
Calpine Northbrook Project Holdings, LLC	05-60295-BRL	—
Calpine Northbrook Services, LLC	05-60299-BRL	—
Calpine Northbrook Southcoast Investors, LLC	05-60304-BRL	—
Calpine NTC, LP	05-60308-BRL	—
Calpine Oneta Power I, LLC	05-60311-BRL	—
Calpine Oneta Power II, LLC	05-60315-BRL	—
Calpine Oneta Power, L.P.	05-60318-BRL	3,589,599
Calpine Operating Services Company, Inc.	05-60322-BRL	36,333,630
Calpine Operations Management Company, Inc.	05-60206-BRL	—
Calpine Pastoria Holdings, LLC	05-60302-BRL	—
Calpine Philadelphia, Inc.	05-60305-BRL	50,116
Calpine Pittsburg, LLC	05-60307-BRL	12,983
Calpine Power Company	05-60202-BRL	1,961
Calpine Power Equipment LP	05-60310-BRL	—
Calpine Power Management, Inc.	05-60319-BRL	—
Calpine Power Management, LP	05-60466-BRL	—
Calpine Power Services, Inc.	05-60323-BRL	175,762
Calpine Power, Inc.	05-60316-BRL	—
Calpine PowerAmerica, Inc.	05-60211-BRL	—

30

Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

Legal Entity	Case Number	Disbursements
Calpine PowerAmerica, LP	05-60212-BRL	366,275
Calpine PowerAmerica-CA, LLC	05-60213-BRL	103,086
Calpine PowerAmerica-CT, LLC	05-60214-BRL	—
Calpine PowerAmerica-MA, LLC	05-60215-BRL	—
Calpine PowerAmerica-ME, LLC	05-60216-BRL	—
Calpine PowerAmerica-NH, LLC	06-10032-BRL	—
Calpine PowerAmerica-NY, LLC	06-10031-BRL	—
Calpine PowerAmerica-OR, LLC	06-10034-BRL	—
Calpine Producer Services, L.P.	05-60217-BRL	6,464,112
Calpine Project Holdings, Inc.	05-60324-BRL	—
Calpine Pryor, Inc.	05-60326-BRL	—
Calpine Rumford I, Inc.	05-60327-BRL	—
Calpine Rumford, Inc.	05-60414-BRL	—
Calpine Schuylkill, Inc.	05-60416-BRL	—
Calpine Siskiyou Geothermal Partners, L.P.	05-60420-BRL	29,151
Calpine Sonoran Pipeline LLC	05-60423-BRL	—
Calpine Stony Brook Operators, Inc.	05-60424-BRL	—
Calpine Stony Brook Power Marketing, LLC	05-60425-BRL	—
Calpine Stony Brook, Inc.	05-60426-BRL	—
Calpine Sumas, Inc.	05-60427-BRL	—
Calpine TCCL Holdings, Inc.	05-60429-BRL	—
Calpine Texas Pipeline GP, Inc.	05-60433-BRL	—
Calpine Texas Pipeline LP, Inc.	05-60439-BRL	—
Calpine Texas Pipeline, L.P.	05-60447-BRL	2,276
Calpine Tiverton I, Inc.	05-60450-BRL	—
Calpine Tiverton, Inc.	05-60451-BRL	—
Calpine ULC I Holding, LLC	05-60454-BRL	—
Calpine University Power, Inc.	05-60455-BRL	—
Calpine Unrestricted Funding, LLC	05-60456-BRL	—
Calpine Unrestricted Holdings, LLC	05-60458-BRL	—
Calpine Vapor, Inc.	05-60459-BRL	—
Carville Energy LLC	05-60460-BRL	146,591
CCFC Development Company, LLC	05-60267-BRL	—
CCFC Equipment Finance Company, LLC	05-60269-BRL	—
CCFC Project Equipment Finance Company One, LLC	05-60271-BRL	—
Celtic Power Corporation	05-60273-BRL	—
CES GP, LLC	05-60218-BRL	—
CGC Dighton, LLC	05-60274-BRL	—
Channel Energy Center, LP	05-60275-BRL	(4,562,381	)
Channel Power GP, LLC	05-60276-BRL	—
Channel Power, LP	05-60277-BRL	—
Clear Lake Cogeneration Limited Partnership	05-60278-BRL	701,193
CogenAmerica Asia Inc.	05-60372-BRL	—
CogenAmerica Parlin Supply Corp.	05-60383-BRL	—
Columbia Energy LLC	05-60440-BRL	4,559,415

31

Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

Legal Entity	Case Number	Disbursements
Corpus Christi Cogeneration L.P.	05-60441-BRL	(2,182,123	)
CPN 3rd Turbine, Inc.	05-60443-BRL	7,125
CPN Acadia, Inc.	05-60444-BRL	—
CPN Berks Generation, Inc.	05-60445-BRL	—
CPN Berks, LLC	05-60446-BRL	—
CPN Bethpage 3rd Turbine, Inc.	05-60448-BRL	6,492
CPN Cascade, Inc.	05-60449-BRL	—
CPN Clear Lake, Inc.	05-60287-BRL	—
CPN Decatur Pipeline, Inc.	05-60290-BRL	—
CPN East Fuels, LLC	05-60476-BRL	—
CPN Energy Services GP, Inc.	05-60209-BRL	—
CPN Energy Services LP, Inc.	05-60210-BRL	—
CPN Freestone, LLC	05-60293-BRL	—
CPN Funding, Inc.	05-60296-BRL	—
CPN Morris, Inc.	05-60301-BRL	—
CPN Oxford, Inc.	05-60303-BRL	—
CPN Pipeline Company	05-60309-BRL	99,978
CPN Pleasant Hill Operating, LLC	05-60312-BRL	—
CPN Pleasant Hill, LLC	05-60317-BRL	—
CPN Power Services GP, LLC	05-60321-BRL	—
CPN Power Services, LP	05-60292-BRL	—
CPN Pryor Funding Corporation	05-60300-BRL	12,983
CPN Telephone Flat, Inc.	05-60306-BRL	11,503
Decatur Energy Center, LLC	05-60313-BRL	2,648,848
Deer Park Power GP, LLC	05-60363-BRL	—
Deer Park Power, LP	05-60370-BRL	—
Delta Energy Center, LLC	05-60375-BRL	6,690,490
Dighton Power Associates Limited Partnership	05-60382-BRL	—
East Altamont Energy Center, LLC	05-60386-BRL	97,990
Fond du Lac Energy Center, LLC	05-60412-BRL	—
Fontana Energy Center, LLC	05-60335-BRL	—
Freestone Power Generation LP	05-60339-BRL	4,492,151
GEC Bethpage Inc.	05-60347-BRL	—
Geothermal Energy Partners, LTD., a California limited partnership	05-60477-BRL	—
Geysers Power Company II, LLC	05-60358-BRL	—
Geysers Power Company, LLC	06-10197-BRL	2,817,516
Geysers Power I Company	05-60389-BRL	—
Goldendale Energy Center, LLC	05-60390-BRL	3,378,832
Hammond Energy LLC	05-60393-BRL	—
Hillabee Energy Center, LLC	05-60394-BRL	44,783
Idlewild Fuel Management Corp.	05-60397-BRL	—
JMC Bethpage, Inc.	05-60362-BRL	—
KIAC Partners	05-60366-BRL	4,245,953
Lake Wales Energy Center, LLC	05-60369-BRL	—
Lawrence Energy Center, LLC	05-60371-BRL	—
Lone Oak Energy Center, LLC	05-60403-BRL	4,251

32

Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

Legal Entity	Case Number	Disbursements
Los Esteros Critical Energy Facility, LLC	05-60404-BRL	139,977
Los Medanos Energy Center LLC	05-60405-BRL	2,806,441
Magic Valley Gas Pipeline GP, LLC	05-60407-BRL	—
Magic Valley Gas Pipeline, LP	05-60408-BRL	—
Magic Valley Pipeline, L.P.	05-60332-BRL	43,298
MEP Pleasant Hill, LLC	05-60334-BRL	134,306
Moapa Energy Center, LLC	05-60337-BRL	4,330
Mobile Energy L L C	05-60344-BRL	13,432
Modoc Power, Inc.	05-60346-BRL	—
Morgan Energy Center, LLC	05-60353-BRL	1,887,499
Mount Hoffman Geothermal Company, L.P.	05-60361-BRL	—
Mt. Vernon Energy LLC	05-60376-BRL	—
NewSouth Energy LLC	05-60381-BRL	4,649
Nissequogue Cogen Partners	05-60388-BRL	722,562
Northwest Cogeneration, Inc.	05-60336-BRL	—
NTC Five, Inc.	05-60463-BRL	—
NTC GP, LLC	05-60350-BRL	—
Nueces Bay Energy LLC	05-60356-BRL	—
O.L.S. Energy-Agnews, Inc.	05-60374-BRL	864,395
Odyssey Land Acquisition Company	05-60367-BRL	—
Pajaro Energy Center, LLC	05-60385-BRL	—
Pastoria Energy Center, LLC	05-60387-BRL	—
Pastoria Energy Facility L.L.C.	05-60410-BRL	6,787,484
Philadelphia Biogas Supply, Inc.	05-60421-BRL	—
Phipps Bend Energy Center, LLC	05-60395-BRL	—
Pine Bluff Energy, LLC	05-60396-BRL	218,485
Power Investors, L.L.C.	05-60398-BRL	—
Power Systems MFG., LLC	05-60399-BRL	5,906,119
Quintana Canada Holdings, LLC	05-60400-BRL	—
RockGen Energy LLC	05-60401-BRL	11,911,943
Rumford Power Associates Limited Partnership	05-60467-BRL	3,562
Russell City Energy Center, LLC	05-60411-BRL	76,953
San Joaquin Valley Energy Center, LLC	05-60413-BRL	—
Silverado Geothermal Resources, Inc.	06-10198-BRL	114,740
Skipanon Natural Gas, LLC	05-60415-BRL	—
South Point Energy Center, LLC	05-60417-BRL	6,165,501
South Point Holdings, LLC	05-60419-BRL	—
Stony Brook Cogeneration, Inc.	05-60422-BRL	—
Stony Brook Fuel Management Corp.	05-60428-BRL	—
Sutter Dryers, Inc.	05-60430-BRL	—
TBG Cogen Partners	05-60432-BRL	307,731
Texas City Cogeneration, L.P.	05-60434-BRL	757,718
Texas Cogeneration Company	05-60435-BRL	—
Texas Cogeneration Five, Inc.	05-60436-BRL	—
Texas Cogeneration One Company	05-60437-BRL	—

33

Index   Definitions

TOTAL DISBURSEMENTS BY DEBTOR — (Continued)

Legal Entity	Case Number	Disbursements
Thermal Power Company	05-60438-BRL	—
Thomassen Turbine Systems America, Inc.	05-60354-BRL	456
Tiverton Power Associates Limited Partnership	05-60357-BRL	—
Towantic Energy, L.L.C.	05-60364-BRL	39,337
VEC Holdings, LLC	05-60365-BRL	—
Venture Acquisition Company	05-60368-BRL	—
Vineyard Energy Center, LLC	05-60373-BRL	—
Wawayanda Energy Center, LLC	05-60378-BRL	—
Whatcom Cogeneration Partners, L.P.	05-60468-BRL	—
Zion Energy LLC	05-60380-BRL	13,619
TOTAL		$416,647,829

34

Index   Definitions

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from November 1, 2006, through November 30, 2006

All insurance policies are fully paid for the current period, including amounts owed for workers’ compensation and disability insurance.

35