EXHIBIT 21
Subsidiaries of PG&E Corporation and Pacific Gas and Electric Company
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1. Name, State of organization, location and nature of business of registrants
and every subsidiary thereof,
1.1. PG&E Corporation ("Claimant")
California corporation
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Corporation, 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 PG&E
Corporation became the parent of Pacific Gas and Electric
Company pursuant to a corporate reorganization plan. PG&E
Corporation is also the parent of nonutility subsidiaries
formerly owned by Pacific Gas and Electric Company.
1.2. Subsidiaries
1.2.1. Elm Power Corporation
Delaware 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 PG&E
Corporation.
1.2.2. Pacific Gas and Electric Company California corporation
77 Beale Street
P.O. Box 770000
San Francisco, CA 94177
Pacific Gas and Electric Company is a wholly owned subsidiary
of PG&E Corporation. 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.
Alberta corporation
1500 Bankers Hall
855 Second Street, SW
Calgary, Alberta T2P 4J7
Alberta and Southern Gas Co. Ltd. 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.
Alberta corporation
1500 Bankers Hall
855 Second Street, SW
Calgary, Alberta T2P 4J7
Alberta and Southern Gas Marketing, Inc. is a wholly owned
subsidiary of Alberta and Southern Gas Co. Ltd. Alberta and
Southern Gas Marketing, Inc., formerly marketed natural gas
in non-California markets.
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1.2.2.2. Natural Gas Corporation of California
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Natural Gas Corporation 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
NGC Production Company 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Alaska Gas Exploration Associates is 50% owned by Natural Gas
Corporation of California.
1.2.2.3. Pacific Conservation Services Company
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Conservation Services Company 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Calaska Energy Company 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Eureka Energy Company is a wholly owned subsidiary of Pacific Gas
and Electric Company. Eureka Energy Company owns land in San Luis
Obispo County.
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1.2.2.6. Standard Pacific Gas Line, Incorporated
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Standard Pacific Gas Line, Incorporated 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.
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific California Gas System, Inc. 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Energy Fuels Company 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Gas Properties Company 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
California corporation
P.O. Box 770000
77 Beale Street, 32nd Floor
San Francisco, CA 94177
Pacific Properties is 50% owned by Pacific Gas Properties Company.
Pacific Properties owns California property.
1.2.2.10. Chico Commons, L.P.
California partnership
One Market, Spear Tower, Suite 2400 San Francisco, CA 94105
Chico Commons, L.P. 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
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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
Delaware corporation
245 Market Street, Suite 424
San Francisco, CA 94105
PG&E Funding, LLC 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.
California partnership
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
201 Turk Street, L.P. 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.
California partnership
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1989 Oakland Housing Partnership Associates, L.P. 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.
California partnership
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
1992 Oakland Regional Housing Partnership Associates, L.P. 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.
California partnership
One Market, Spear Tower, Suite 2400 San Francisco, CA 94105
1994 Oakland Regional Housing Partnership Associates, L.P. 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.
California partnership
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Pacific Gas and Electric Housing Fund Partnership, L.P. 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.
California partnership
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One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Merritt Community Capital Fund V, L.P. 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.
California partnership
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Schoolhouse Lane Apartments, L.P. 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
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Holdings, LLC is a wholly owned subsidiary of Pacific Gas and
Electric Company. PG&E Holdings, LLC was formed as a holding company
for repurchased shares.
1.2.2.21. PG&E CalHydro, LLC
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E CalHydro, LLC is a wholly owned subsidiary of Pacific Gas and
Electric Company. PG&E CalHydro, LLC was formed for the purpose of
owning and operating a system of hydroelectric facilities and related
watershed.
1.2.3. PG&E National Energy Group, Inc.
Delaware corporation
7500 Old Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
PG&E National Energy Group, Inc. is a wholly owned subsidiary of PG&E
Corporation. PG&E National Energy Group, 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 Enterprises
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Enterprises 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.
1.2.3.1.1. PG&E Shareholdings, Inc.
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Shareholdings, Inc is a wholly owned non-regulated subsidiary of
PG&E Enterprises. Through its subsidiaries, PG&E Shareholdings, Inc.
develops real estate 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
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related investments.
1.2.3.1.1.1. Gilia Enterprises
California corporation
4615 Cowell Blvd.
Davis, CA 95616
100% owned by PG&E Shareholdings, Inc. A wholly owned, non-
regulated indirect subsidiary of PG&E Enterprises through its
ownership of PG&E Sharingholdings, Inc. Formed to hold interest
in real estate investment
1.2.3.1.1.1.1. Marengo Ranch Joint Venture
California partnership
4615 Cowell Blvd.
Davis, CA 95616
63% owned by PG&E Shareholdings, Inc. as limited partner 1.3%
owned by Gilia Enterprises as general partner Land development
in Sacramento County
1.2.3.1.1.1.2. Oat Creek Associates Joint Venture
California partnership
4615 Cowell Blvd.
Davis, CA 95616
50% owned by PG&E Shareholdings, Inc. as limited partner 50%
owned by Gilia Enterprises as general partner Land development
in Yolo County
1.2.3.1.1.2. Rancho Murieta Joint Venture
California partnership
4615 Cowell Blvd.
Davis, CA 95616
45% owned by PG&E Shareholdings, Inc. as limited partner.
Real estate development.
1.2.3.1.1.3. 1701 Oak Partnership
California partnership
4615 Cowell Blvd.
Davis, CA 95616
50% owned by PG&E Shareholdings, Inc. as limited partner.
Real estate development.
1.2.3.1.1.4. 1801 Oak Partnership
California partnership
4615 Cowell Blvd.
Davis, CA 95616
50% owned by PG&E Shareholdings, Inc. as limited partner.
Real estate development.
1.2.3.1.1.5. BPS I, Inc.
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% owned by PG&E Shareholdings, Inc. A wholly-owned, non-
regulated real estate development subsidiary of PG&E Enterprises
through its ownership of PG&E Shareholdings, Inc.
1.2.3.1.1.5.1. Alhambra Pacific (Joint Venture)
California partnership
4615 Cowell Blvd.
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Davis, CA 95616
80% owned by PG&E Shareholdings, Inc. as general partner; 20%
owned by BPS I, Inc. as limited partner Ownership of property
in Yolo County.
1.2.3.1.1.6. The Conaway Ranch Company
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% owned by PG&E Shareholdings, Inc. 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.
1.2.3.1.1.6.1. Conaway Conservancy Group Joint Venture
California partnership
4615 Cowell Blvd.
Davis, CA 95616
70% by PG&E Shareholdings, Inc.; and 30% by Conaway Ranch
Company Ownership of property in Yolo County.
1.2.3.1.1.7. DPR, Inc.
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% owned by PG&E Shareholdings, Inc. 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.
1.2.3.1.1.8. McSweeney Ranch Joint Venture
California partnership
4615 Cowell Blvd.
Davis, CA 95616
50% owned by PG&E Shareholdings, Inc.
1.2.3.1.1.9. PG&E Energy Trading Holdings, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Shareholdings, Inc. Formed for the limited
purpose of holding stock in PG&E Energy Trading - Power
Holdings Corporation.
1.2.3.1.1.9.1. PG&E Energy Trading - Power Holdings Corporation
California corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Energy Trading Holdings, LLC. Holding
company for energy trading and overseas entities.
1.2.3.1.1.9.1.1. PG&E ET Investments Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Energy Trading - Power Holdings
Corporation. Owns the 98% limited partner interest in
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PG&E Energy Trading - Power, L.P., and the 98%
membership interest in PG&E ET Synfuel 166, LLC.
1.2.3.1.1.9.1.1.1. PG&E Energy Trading-Power, L.P. Delaware limited
partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
98% owned by PG&E ET Investments Corporation; 2% owned
by PG&E Energy Trading - Power Holdings Corporation
Engages in electric power marketing and trading.
1.2.3.1.1.9.1.1.2. PG&E ET Synfuel 166, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
98% owned by PG&E ET Investments Corporation; and 2%
owned by PG&E Energy Trading - Power Holdings
Corporation. Formed to acquire a synthetic fuel
production facility located in South Carolina.
1.2.3.1.1.9.1.2. PG&E International Inc.
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E International Inc. is a wholly owned subsidiary of
PG&E Energy Trading Power Holdings Corporation, and is
a holding company for overseas project companies.
1.2.3.1.1.9.1.2.1. PG&E International Development Holdings, LLC
Delaware limited liability company
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned subsidiary of PG&E International, Inc.,
formed to own and sell an Australian pipeline
development company.
1.2.3.1.1.9.1.2.2. Gannet Power Corporation
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% owned by PG&E International Inc.
1.2.3.1.1.9.1.2.3. PG&E Overseas Holdings I, Ltd.
Cayman Islands Company
P.O. Box 309, George Town
Grand Cayman, Cayman Islands, BWI
A wholly-owned subsidiary of PG&E International, Inc.,
and is a holding Company for PG&E Overseas Holdings II,
Ltd.
1.2.3.1.1.9.1.2.3.1. 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., and is an
investment company
1.2.3.1.1.9.1.2.3.1.1. PG&E Corporation Australian Holdings Pty, Ltd.
Australian corporation
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Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
100% owned by PG&E Overseas Holding II, Ltd.
Holding company for Australian companies
1.2.3.1.1.9.1.2.3.1.1.1. PG&E Gas Transmission Australia Pty Ltd.
Australian corporation
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
100% owned by PG&E Corporation Australian
Holdings Pty, Ltd.
Investment company.
1.2.3.1.1.9.1.2.3.1.1.2. PG&E Gas Transmission Queensland Pty Ltd
Australian corporation
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
100% owned by PG&E Corporation Australian
Holdings Pty, Ltd.
Pipeline operator.
1.2.3.1.1.9.1.2.3.1.1.3. PG&E Gas Transmission Unit Holdings Pty Ltd
Australian corporation
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
100% owned by PG&E Corporation Australian
Holdings Pty, Ltd.
Investment company.
1.2.3.1.1.9.1.2.3.1.1.4. PG&E Energy Trading Australia Pty Ltd
Australian corporation
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
100% owned by PG&E Corporation Australian
Holdings Pty, Ltd.
Energy marketing company.
1.2.3.1.1.9.1.2.3.1.1.5. PG&E Corporation Australia Pty Ltd.
Australian corporation
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
100% owned by PG&E Corporation Australian
Holdings Pty, Ltd.
Provides corporate services.
1.2.3.1.1.9.1.2.4. PG&E Gas Transmission Bundaberg Pty Ltd.
Australian corporation
Level 33, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
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100% owned by PG&E International, Inc.
Project development company.
1.2.3.1.1.9.1.2.5. Rocksavage Services I, Inc.
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% owned by PG&E International Inc.
1.2.3.1.1.9.1.3. PG&E Energy Trading - Gas Corporation
California corporation
7500 Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
100% owned by PG&E Energy Trading - Power Holdings
Corporation. Engages in natural gas marketing and
trading activities in the United States.
1.2.3.1.1.9.1.3.1. PG&E Energy Trading, Canada Corporation
Alberta corporation
335 Eighth Avenue, S.W. Suite 1740
Calgary, Alberta T2P 1CP
Canada
100% owned by PG&E Energy Trading - Gas Corporation.
Engages in natural gas marketing and trading activities
in Canada.
1.2.3.1.1.9.1.3.1.1. CEG Energy Options Inc.
Saskatchewan corporation
2366 Avenue C North, Suite 101
Saskatoon, Saskatchewan S7L 5X5
Canada
100% owned by PG&E Energy Trading, Canada Corporation.
Engages in natural gas marketing in Saskatchewan.
1.2.3.1.1.9.1.3.2. True Quote LLC
Kentucky limited liability company
9931 Corporate Campus Drive, Suite 2400
Louisville, KY 40223
46.24% owned by PG&E Energy Trading - Gas. Engages in
the business of designing, developing, implementing,
operating and commercializing a business-to-business e-
commerce venture for the transmission of energy and
energy-related products
1.2.3.1.1.10. PG&E Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
100% owned by PG&E Shareholdings, Inc. Holding company
for PG&E Generating Company activities.
1.2.3.1.1.10.1. PG&E Generating Energy Group, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Company, LLC Holding
company for PG&E National Energy Group merchant
projects and USGen New England, Inc.
1.2.3.1.1.10.1.1. PG&E Generating Energy Holdings, Inc.
Delaware corporation
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7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC. Formed
to be the holding company for the 1% membership
interests of the limited liability companies under PG&E
Generating Energy Group, LLC
1.2.3.1.1.10.1.1.1. Badger Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC Formed
to own a membership interest in Badger Generating
Company, LLC.
1.2.3.1.1.10.1.1.1.1. Badger Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Badger Power Corporation, and 1% owned by
PG&E Generating Energy Holdings, Inc. Formed to
develop, own, manage and operate a merchant electric
generating facility to be located in Wisconsin.
1.2.3.1.1.10.1.2. Black Hawk Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Energy Group, LLC
General and limited partner in Athens Generating
Company, L.P.
1.2.3.1.1.10.1.3. Black Hawk III Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Energy Group, LLC General
and limited partner in Lake Road Generating Company,
L.P.; holds membership interest in Lake Road Power I,
LLC.
1.2.3.1.1.10.1.3.1. Lake Road Power I, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Black Hawk III Power Corporation. Formed
to own a future partnership Interest in Lake Road
Generating Company, L.P.
1.2.3.1.1.10.1.4. Harlan Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Energy Group, LLC General
and limited partner in Umatilla Generating Company,
L.P.
1.2.3.1.1.10.1.4.1. Umatilla Generating Company, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
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Bethesda, MD 20814-6161
51% owned by Harlan Power Corporation, and 49% owned by
Juniper Power Corporation Electric generating facility
to be located near Umatilla, Oregon.
1.2.3.1.1.10.1.5. Peach I Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Holds general partnership interest in
Athens Generating Company, L.P.
1.2.3.1.1.10.1.6. Peach IV Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC Holds
general partnership interest in Lake Road Generating
Company, L.P.
1.2.3.1.1.10.1.6.1. Lake Road Power II, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Peach IV Power Corporation
Formed to hold a future partnership interest in Lake
Road Generating Company, L.P.
1.2.3.1.1.10.1.7. Juniper Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
General partner in Umatilla Generating Company, L.P.
1.2.3.1.1.10.1.8. Plover Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Energy Group, LLC
General and limited partner in Mantua Creek Generating
Company, L.P. and Mantua Creek Urban Renewal, L.P.
1.2.3.1.1.10.1.9. Beech Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
General partner in Mantua Creek Generating Company,
L.P. and Mantua Creek Urban Renewal, L.P.
1.2.3.1.1.10.1.9.1. Mantua Creek Urban Renewal, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
51% owned by Plover Power Corporation, and
49% owned by Beech Power Corporation
Special purpose tax partnership formed for Mantua Creek
Project; formed to operate under the Long Term
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Tax exemption Law, and to initiate and conduct projects
for redevelopment of a redevelopment area pursuant to a
redevelopment plan, and, when authorized by financial
agreement with the municipality, to acquire, plan,
develop, construct, alter, maintain, or operate
industrial, commercial or administrative projects.
1.2.3.1.1.10.1.10. Black Hawk II Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Energy Group, LLC
Inactive; formerly a general partner in the "old"
Millennium Power Partners, L.P.
1.2.3.1.1.10.1.11. Peach III Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formerly held interest in Millennium Power Partners,
L.P. Inactive and in process of dissolution.
1.2.3.1.1.10.1.12. First Arizona Land Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to enter into real estate options in the State
of Arizona for the Harquahala Project.
1.2.3.1.1.10.1.13. First California Land Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC.
Formed to enter into real estate options and/or leases
in the State of California
1.2.3.1.1.10.1.14. PG&E Generating New England, Inc.
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own membership interst in PG&E Generating New
England, LLC.
1.2.3.1.1.10.1.14.1. PG&E Generating New England, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating New England, Inc.
Formed to be the successor company to USGen New
England, Inc. in the Patriot Project.
1.2.3.1.1.10.1.15. Attala Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group LLC.
Investment company for the Duke/Attala acquisition;
13
owner of Attala Generating Company, LLC.
1.2.3.1.1.10.1.15.1. Attala Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Attala Power Corporation.
Merchant electric generating facility being constructed
in Kosciusko, Mississippi.
1.2.3.1.1.10.1.16. Osprey Power Corporation
California corporation
100 Pine Street, 20th Floor
San Francisco, CA 94111
100% owned by PG&E Generating Energy Group, LLC
General and limited partner in Millennium Power
Partners, L.P. (f/k/a East Syracuse Generating Company,
L.P.); owns Magnolia Power Corporation.
1.2.3.1.1.10.1.16.1. Magnolia Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Osprey Power Corporation
General partner in Millenium Power Parners, L.P.
1.2.3.1.1.10.1.17. San Gorgonio Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC.
Investment company for the acquisition of the Sea
West Wind Project.
1.2.3.1.1.10.1.18. Kennerdell Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership in Kennerdell Generating
Company, LLC
1.2.3.1.1.10.1.18.1. Kennerdell Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Kennerdell Power Corporation, and 1% owned
by PG&E Generating Energy Holdings, Inc. Formed to
develop, own, manage, and operate a merchant electric
generating facility to be located in Western
Pennsylvania.
1.2.3.1.1.10.1.19. La Paloma Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC Formed
to own a membership interest in La Paloma Generating
Company, LLC.
1.2.3.1.1.10.1.20. Liberty Generating Corporation
Delaware corporation
14
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership interest in Liberty
Generating Company, LLC.
1.2.3.1.1.10.1.20.1 Liberty Urban Renewal LLC
Delaware limited liability corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Liberty Generating Corporation,
1% owned by PG&E Generating Energy Holdings, Inc.
Formed to own and lease a merchant electric
generating facility to be located in Linden,
New Jersey
1.2.3.1.1.10.1.21. Otay Mesa Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership interest in Otay Mesa
Generating Company, LLC.
1.2.3.1.1.10.1.21.1. Otay Mesa Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Otay Mesa Power Corporation, and
1% owned by PG&E Generating Energy Holdings, Inc.
Formed to develop, manage, and operate a merchant
electric generating facility to be located in San
Diego County, California.
1.2.3.1.1.10.1.22. Bluebonnet Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership interest in Bluebonnet
Generating Company, LLC.
1.2.3.1.1.10.1.22.1. Bluebonnet Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Bluebonnet Power Corporation, and
1% owned by PG&E Generating Energy Holdings, Inc.
Formed to develop, own manage, and operate a merchant
electric generating facility to be located in Texas.
1.2.3.1.1.10.1.23. Harquahala Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Owns a membership interest in Harquahala Generating
Company, LLC.
1.2.3.1.1.10.1.23.1. Harquahala Generating Company, LLC
Delaware limited liability company
15
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Harquahala Power Corporation, and
1% owned by PG&E Generating Energy Holdings, Inc.
Formed to develop, own, manage, and operate a merchant
electric generating facility to be located in Arizona.
1.2.3.1.1.10.1.24. Madison Wind Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership interest in Madison Wind
Power, LLC.
1.2.3.1.1.10.1.25. Okeechobee Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership interest in Okeechobee
Generating Company, LLC.
1.2.3.1.1.10.1.26. PG&E Dispersed Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own membership interest in PG&E Dispersed
Generating Company, LLC.
1.2.3.1.1.10.1.27. Covert Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC
Formed to own a membership interest in Covert
Generating Company, LLC.
1.2.3.1.1.10.1.28. Goose Lake Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Energy Group, LLC.
Formed to own a membership interest in Goose Lake
Generating Company, LLC
1.2.3.1.1.10.1.28.1. Goose Lake Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Goose Lake Power Corporation, and
1% owned by PG&E Generating Energy Holdings, Inc.
Merchant electric generating facility to be
constructed in Goose Lake, Illinois
1.2.3.1.1.10.1.29. Meadow Valley Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
16
100% owned by PG&E Generating Energy Group, LLC,
Formed to own a membership interest in
Meadow Valley Generating Company, LLC
1.2.3.1.1.10.1.29.1. Meadow Valley Generating Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
99% owned by Meadow Valley Power Corporation, and
1% owned by PG&E Generating Energy Holdings, Inc.
Formed to develop, own, manage, and operate a
merchant electric generating facility to be located
near Las Vegas, Nevada.
1.2.3.1.1.10.2. PG&E Generating Power Group, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Company, LLC
Holding company for PG&E Generating Company
operating projects
1.2.3.1.1.10.2.1. Aplomado Power Corporation
California corporation
100 Pine Street, 20th Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
Investment company for the Panther Creek Project.
1.2.3.1.1.10.2.2. Beale Generating Company
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
89% owned by PG&E Generating Power Group, LLC
Holding company
1.2.3.1.1.10.2.2.1. Indian Orchard Generating Company, Inc.
Delaware corporation
7500 Old Georgetown Road
Bethesda, MD 20814-6161
100% owned by Beale Generating Company
49% membership interest in MASSPOWER, L.L.C.
1.2.3.1.1.10.2.2.1.1. MASSPOWER, L.L.C.
(formerly MASSPOWER, Inc.)
Delaware limited liability company
One Bowdoin Square
Boston, MA 02114
49% owned by Indian Orchard Generating
Company, Inc.
39% general partnership interest in MASSPOWER,
L.L.C.
1.2.3.1.1.10.2.2.2. JMC Altresco, Inc.
Colorado corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Beale Generating Company
Holding company for subsidiaries/projects acquired
through acquisition of Altresco Financial, Inc.
1.2.3.1.1.10.2.2.2.1. Altresco, Inc.
17
Colorado corporation
One Bowdoin Square
Boston, MA 02114
100% owned by JMC Altresco, Inc.
General Partners - Pittsfield Generating Company,
L.P.
1.2.3.1.1.10.2.2.2.2. Berkshire Pittsfield, Inc.
Colorado corporation
One Bowdoin Square
Boston, MA 02114
100% owned by JMC Altresco, Inc.
General Partner - Berkshire Feedline Acquisition
Limited Partnership
1.2.3.1.1.10.2.2.2.2.1. Berkshire Feedline Acquisition Limited
Partnership
Massachusetts partnership
One Bowdoin Square
Boston, MA 02114
1% owned by Berkshire Pittsfield, Inc.
Owner of pipeline connecting Pittsfield Generating
Company, L.P. facility and Tennessee Gas Pipeline
Company facilities
1.2.3.1.1.10.2.2.2.3. Pittsfield Partners, Inc.
Colorado corporation
One Bowdoin Square
Boston, MA 02114
100% owned by JMC Altresco, Inc.
Limited Partner - Pittsfield Generating Company,
L.P.
1.2.3.1.1.10.2.2.3. JMC Iroquois, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Beale Generating Company
4.57% General Partner and .36% Limited Partner
in Iroquois Gas Transmission System, L.P.
1.2.3.1.1.10.2.2.3.1. Iroquois Gas Transmission System, L.P.
Delaware partnership
One Bowdoin Square
Boston, MA 02114
4.93% owned by JMC Iroquois, Inc.
Owner of a 375 mile natural gas pipeline extending
through New York State and Connecticut providing
services to markets in New York, New Jersey and
New England
1.2.3.1.1.10.2.2.4. JMC Selkirk Holdings, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Beale Generating Company
100% ownership of JMC Selkirk, Inc. and JMCS I
Holdings, Inc.
18
1.2.3.1.1.10.2.2.4.1. JMC Selkirk, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by JMC Selkirk Holdings, Inc.
Managing General Partner and Limited Partner
of Selkirk Cogen Partners, L.P.
Limited Partner interest (46.57%) in
PentaGen Investors, L.P.
1.2.3.1.1.10.2.2.4.1.1. PentaGen Investors, L.P.
Delaware partnership
One Bowdoin Square
Boston, MA 02114
46.57% owned by JMC Selkirk, Inc., and
3.43% owned by JMCS I Holdings, Inc.
Limited partner (5.2502% preferred percentage
Interest) in Selkirk Cogen Partners, L.P.
1.2.3.1.1.10.2.2.4.2. JMCS I Holdings, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by JMC Selkirk Holdings, Inc.
General Partner (.50%) and Limited Partner
(2.93%) interests in PentaGen Investors, L.P.
1.2.3.1.1.10.2.2.5. Orchard Gas Corporation
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Beale Generating Company
Administration and monitoring of gas supply for
MASSPOWER project.
1.2.3.1.1.10.2.3. Mason Generating Company
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
89% owned by PG&E Generating Power Group, LLC
Holding Company
1.2.3.1.1.10.2.3.1. Bowdoin Storage Services, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Mason Generating Company
Serves as Administrator for PentaGen
Investors, L.P.
1.2.3.1.1.10.2.3.2. J. Makowski Associates, Inc.
Massachusetts corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Mason Generating Company
Serve as Administrator for PentaGen Investors, L.P.
1.2.3.1.1.10.2.3.3. JMC Avoca, Inc.
Delaware corporation
19
One Bowdoin Square
Boston, MA 02114
100% owned by Mason Generating Company
General Partner - Avoca Natural Gas Storage
Project. Voluntary petition for relief under
Chapter 11 filed on July 29, 1997 with the
United States Bankruptcy Court, District of
Delaware.
1.2.3.1.1.10.2.3.3.1. Avoca Natural Gas Storage
New York general partnership
One Bowdoin Square
Boston, MA 02114
46.88% owned by JMC Avoca, Inc.
1.2.3.1.1.10.2.3.4. JMC Cayuta, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by Mason Generating Company
1.2.3.1.1.10.2.4. Eagle Power Corporation
California corporation
100 Pine Street, 20th Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General partner in Logan Generating Company, L.P.,
Granite Generating Company, L.P., and Keystone
Cogeneration Company, L.P.
1.2.3.1.1.10.2.4.1. Granite Generating Company, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
50% owned by Eagle Power Corporation
Limited Partner in Keystone Urban Renewal Limited
Partnership.
1.2.3.1.1.10.2.4.1.1. Granite Water Supply Company, Inc.
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Granite Generating Company, L.P.
Supplies water for the Logan Project.
1.2.3.1.1.10.2.4.2. Keystone Cogeneration Company, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
50% owned by Eagle Power Corporation
General Partner in Keystone Urban Renewal Limited
Partnership.
1.2.3.1.1.10.2.5. Larkspur Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General Partner and limited partner in Hermiston
Generating Company, L.P.
20
1.2.3.1.1.10.2.6. Buckeye Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Power Group, LLC
General Partner in Hermiston Generating Company, L.P.
1.2.3.1.1.10.2.7. Raptor Holdings Company
California corporation
100 Pine Street, 20th Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
Holding company for Cedar Bay Project entities; owns
PG&E Management Services.
1.2.3.1.1.10.2.7.1. Gray Hawk Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Raptor Holdings Company
Investment Company for Cedar Bay Project.
1.2.3.1.1.10.2.7.1.1. Cedar Bay Cogeneration, Inc.
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Gray Hawk Power Corporation
General partner in Cedar Bay Generating Company,
Limited Partnership.
1.2.3.1.1.10.2.7.2. PG&E Management Services Company
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by Raptor Holdings Company
Inactive.
1.2.3.1.1.10.2.8. Toyan Enterprises
California corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Power Group, LLC
Limited partner in Indiantown Cogeneration, L.P.;
general partner in Indiantown Project.
1.2.3.1.1.10.2.8.1. Indiantown Project Investment Partnership, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
24.817% owned by Toyan Enterprises
General partner in Indiantown Cogeneration, L.P.
1.2.3.1.1.10.2.9. Spruce Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Power Group, LLC
Holds general partnership interest in Spruce Limited
Partnership.
21
1.2.3.1.1.10.2.9.1. Spruce Limited Partnership
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
35.5% owned by Spruce Power Corporation
Hold limited partnership interest in Colstrip
Energy Limited Partnership.
1.2.3.1.1.10.2.9.1.1. Colstrip Energy Limited Partnership
Montana limited partnership
314 N. Last Chance Gulch
Helena, MT 59624
37.5% owned by Spruce Limited Partnership
Owns and operates an electric generating facility
in Colstrip, Montana.
1.2.3.1.1.10.2.10. Merlin Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General partner in Fellows Generating Company,
L.P.
1.2.3.1.1.10.2.10.1. Fellows Generating Company, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
51% owned by Merlin Power Corporation
Formed to own, develop, finance, construct,
operate and maintain an electric generation
facility near Fellows, CA.
1.2.3.1.1.10.2.11. Pelican Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General partner in Okeelanta Power Limited
Partnership.
1.2.3.1.1.10.2.11.1. Okeelanta Power Limited Partnership
Florida limited partnership
316 Royal Poinciana Plaza
Palm Beach, FL 33480
37.54% owned by Pelican Power Corporation
Formed to develop, own and operate an electric
generating facility in Okeelanta, Florida.
Voluntarily filed a petition for relief under
Chapter 11 on May 14, 1997.
1.2.3.1.1.10.2.12. Peregrine Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General partner in Chambers Cogeneration Limited
Partnership.
1.2.3.1.1.10.2.13. Heron Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
22
100% owned by PG&E Generating Power Group, LLC
General and limited partner in Gator Generating
Company, L.P. (Osceola Project).
1.2.3.1.1.10.2.13.1. Gator Generating Company, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
79.2% owned by Heron Power Corporation
Formed to develop, own, operate and lease (as
lessor) a cogeneration facility (Osceola) in Palm
Beach County, Florida. Filed a voluntary petition
for bankruptcy protection under Chapter 11 on May
14, 1997.
1.2.3.1.1.10.2.14. Jaeger Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
Partner in Northampton Generating Company, L.P.
1.2.3.1.1.10.2.15. Falcon Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General and Limited partner in Scrubgrass
Generating Company, L.P.; owner of Scrubgrass
Power Corp.
1.2.3.1.1.10.2.15.1. Scrubgrass Power Corp.
Pennsylvania corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by Falcon Power Corporation
General partner in Scrubgrass Generating Company,
L.P.
1.2.3.1.1.10.2.16. Eucalyptus Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Power Group, LLC
General Partner in Citrus Generating, Company,
L.P.
1.2.3.1.1.10.2.16.1. Citrus Generating Company, L.P.
Delaware limited partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
49% owned by Cooper's Hawk Power Corporation,
49% owned by Eucalyptus Power Corporation, and
2% owned by PG&E Shareholdings, Inc.
Inactive Company. Originally formed to own and
operate an electric generating facility.
1.2.3.1.1.10.2.17. Cooper's Hawk Power Corporation
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Power Group, LLC
General partner in Citrus Generating Company, L.P.
23
1.2.3.1.1.10.2.18. Loon Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Power Group, LLC
Investment company.
1.2.3.1.1.10.3. PG&E Generating Services, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Company, LLC
Holding company for PG&E Generating Company
service entities.
1.2.3.1.1.10.3.1. J. Makowski Pittsfield, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by PG&E Generating Services, LLC
1.2.3.1.1.10.3.2. J. Makowski Services, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by PG&E Generating Services, LLC
1.2.3.1.1.10.3.3. JMCS I Management, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by PG&E Generating Services, LLC
1.2.3.1.1.10.3.4. USGen Fuel Services, Inc.
Delaware corporation
One Bowdoin Square
Boston, MA 02114
100% owned by PG&E Generating Services, LLC
1.2.3.1.1.10.3.5. PG&E Construction Agency Services I, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Services, LLC.
Formed to act as construction agent under the
Master Turbine Trust with GE.
1.2.3.1.1.10.3.6. PG&E Construction Agency Services II, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Services, LLC.
Formed to act as construction agent under the Master
Turbine Trust with Mitsubishi.
1.2.3.1.1.10.3.7. PG&E Construction Agency Services III, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
24
Bethesda, MD 20814-6161
100% owned by PG&E Generating Services, LLC.
Formed to act as construction agent under the
Master Turbine Trust.
1.2.3.1.1.10.3.8. PG&E Turbine Acquisition Company, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Generating Services, LLC.
Formed to act as construction agent under the
Master Turbine Trust with GE.
1.2.3.1.1.10.3.9. PG&E Operating Services Holdings, Inc.
California corporation
100 Pine Street, 20/th/ Floor
San Francisco, CA 94111
100% owned by PG&E Generating Services, LLC
General partner in PG&E Generating Company and
PG&E Operating Services Company; sole member of
PG&E National Energy Group Acquisition Company.
1.2.3.1.1.10.3.9.1. USOSC Holdings, Inc.
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Operating Services Holdings, Inc.
Holds a partnership interest in PG&E Operating
Services Company.
1.2.3.1.1.10.3.9.1.1. PG&E Operating Services Company
California general partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
98% owned by PG&E Operating Services Holdings,
Inc.; and 2% owned by USOSC Holdings, Inc.
Formed to enter into operations and maintenance
activities.
1.2.3.1.1.10.3.9.2. USGen Holdings, Inc.
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% Owned by PG&E Generating Services, LLC
Holds a partnership interest in PG&E National
Energy Group Company.
1.2.3.1.1.10.3.9.2.1. PG&E National Energy Group Company
(formerly PG&E Generating Company)
California general partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
98% owned by PG&E Operating Services Holdings,
Inc., and 2% owned by USGen Holdings, Inc.
Develops and manages electrical generation
facilities.
1.2.3.1.1.10.3.9.2.1.1. First Oregon Land Corporation
25
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E National Energy Group Company
Formed to enter into real estate options in the
State of Oregon.
1.2.3.1.1.10.3.9.2.1.2. Topaz Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E National Energy Group Company
Holds partnership interest in Carneys Point
Generating Company.
1.2.3.1.1.10.3.9.2.1.2.1. Carneys Point Generating Company
Delaware general partnership
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
50% owned by Topaz Power Corporation, and
50% owned by Garnet Power Corporation.
Formed to lease, manage, operate and maintain a
cogeneration facility in Carneys Point, New
Jersey.
1.2.3.1.1.10.3.9.2.1.3. Garnet Power Corporation
Delaware corporation
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E National Energy Group Company
Holds partnership interest in Carneys Point
Generating Company.
1.2.3.1.1.10.3.9.3. PG&E National Energy Group Acquisition Company,
LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Operating Services Holdings,
Inc.
Formed for acquisitions purposes.
1.2.3.1.1.11. Valley Real Estate, Inc
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% owned by PG&E Shareholdings, Inc.; was formed
for real estate development.
1.2.3.1.2. PG&E Overseas, Inc.
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
100% by PG&E Enterprises. U.S. shareholder of PG&E
Overseas, Ltd., and PG&E Overseas II, Ltd.
1.2.3.1.2.1. PG&E Australia
California corporation
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
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Overseas, Inc. for business development in
Australia.
1.2.3.1.2.2. 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.
1.2.3.1.2.2.1. 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.
1.2.3.1.2.2.2. 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.
1.2.3.1.3. Quantum Ventures
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
A wholly-owned, non-regulated subsidiary of PG&E
Enterprises.
1.2.3.1.3.1. PG&E Energy Services Ventures, Inc.
(Formerly PG&E Energy Services Ventures, LLC)
Delaware corporation
345 California St., 23rd Floor
San Francisco, CA 94105
PG&E Energy Services Ventures, Inc. is a wholly
owned, non-regulated indirect subsidiary of PG&E
Enterprises through its ownership in Quantum
Ventures. PG&E Energy Services Ventures, Inc.
provides energy-related goods and services.
1.2.3.1.3.2. Barakat & Chamberlin, Inc.
California corporation
345 California Street, Suite 3200
San Francisco, CA 94104
100% owned by Quantum Ventures
1.2.3.1.3.3. Creston Financial
California corporation
345 California Street, Suite 3200
San Francisco, CA 94104
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100% owned by Quantum Ventures
1.2.3.1.3.4. Real Estate Energy Solutions, LLC
Delaware limited liability company
888 S.W. Fifth Avenue, Suite 3200
Portland, OR 97204
50% owned by Quantum Ventures, and
50% owned by Jones Lang LaSalle Management
Services, Inc.
1.2.3.2. PG&E Gas Transmission Corporation
California corporation
1400 SW Fifth Avenue, Suite 900
Portland, OR 97201
100% owned by PG&E National Energy Group, Inc.
Gas holding company
1.2.3.2.1. PG&E Gas Transmission, Holdings Corporation
(formerly PG&E Gas Transmission, Northeast
Corporation) California corporation
1400 SW Fifth Avenue, Suite 900
Portland, Oregon 97201
100% owned by PG&E Gas Transmission Corporation.
Formed to pursue gas transmission business
opportunities.
1.2.3.2.1.1. North Baja Pipeline, LLC
Delaware limited liability company
1400 SW Fifth Avenue, Suite 900
Portland, OR 97201
100% owned by PG&E Gas Transmission Holdings
Corporation. Formed for the construction and
operation of a natural gas pipeline capable of
transporting natural gas from Arizona to the
Mexico border.
1.2.3.2.2. GTN Holdings, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Gas Transmission Corporation.
Formed for the limited purpose of holding stock in
PG&E Gas Transmission, Northwest Corporation
1.2.3.2.2.1. PG&E Gas Transmission, Northwest Corporation
California corporation
1400 SW Fifth Avenue, Suite 900
Portland, Oregon 97201
100% owned by GTN Holdings LLC. 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.
1.2.3.2.2.1.1. Pacific Gas Transmission International, Inc.
California corporation
1400 SW Fifth Avenue, Suite 900
Portland, Oregon 97201
100% owned by PG&E Gas Transmission, Northwest
Corporation. Previously owned 99% of the
beneficial interest of PG&E Queensland Unit Trust
(which interest was sold to PG&E Gas Transmission
Unit Holdings Pty Ltd. in September 1997).
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1.2.3.2.2.1.2. Pacific Gas Transmission Company
California corporation
1400 SW Fifth Avenue, Suite 900
Portland, Oregon 97201
100% owned by PG&E Gas Transmission, Northwest
Corporation. Formed to pursue business opportunities
in the natural gas business in the United States.
1.2.3.2.2.1.3. Stanfield Hub Services, LLC
Washington limited liability company
1400 SW Fifth Avenue, Suite 900
Portland, Oregon 97201
50% owned by PG&E Gas Transmission, Northwest Corporation.
Formed to pursue opportunities for construction and
operation of natural gas storage facilities.
1.2.4. PG&E Strategic Capital, Inc.
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Strategic Capital, Inc. is a wholly-owned subsidiary of PG&E
Corporation. PG&E Strategic Capital, Inc. was formed for general
business purposes.
1.2.5. PG&E Corporation Support Services, Inc.
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Corporation Support Services, Inc. is a wholly-
owned subsidiary of PG&E Corporation that provides general
corporate support services to the PG&E Corporation family outside
the State of California.
1.2.6. PG&E National Energy Group, LLC
Delaware limited liability company
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
100% owned by PG&E Corporation and was formed for the
limited purpose of holding stock in PG&E National Energy
Group, Inc.
1.2.7. The PG&E Corporation Foundation
California corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
The PG&E Corporation Foundation is a wholly-owned non-profit entity
of PG&E Corporation that was formed and operates exclusively for
charitable, scientific, educational and literary purposes.
1.2.8. PG&E Ventures ePro, LLC
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Ventures ePro, LLC is a wholly-owned subsidiary of PG&E
Corporation that was formed to make and hold an investment in an
e-procurement exchange.
1.2.9. PG&E Ventures, LLC
Delaware corporation
One Market, Spear Tower, Suite 2400
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San Francisco, CA 94105
PG&E Ventures, LLC incorporated under the laws of the State of
Delaware, is a wholly-owned subsidiary of PG&E Corporation that was
formed for the purpose of holding interests in other businesses,
financing and other transactions.
1.2.9.1. Pacific Venture Capital, LLC
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
Pacific Venture Capital, LLC is a wholly-owned subsidiary of PG&E
Ventures, LLC that was formed to build and manage a portfolio of
capital investments in growing energy and telecommunications
companies.
1.2.9.2. PG&E Telecom, LLC
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Telecom, LLC is a wholly-owned subsidiary of PG&E Ventures, LLC
that was formed for the purpose of engaging in telecommunications
and related business activities.
1.2.9.2.1. PG&E Capital, LLC
Delaware corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
PG&E Capital, LLC is a wholly-owned subsidiary of PG&E Telecom,
LLC, formed for financing and other transactions related to the
energy industry.
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4.1. PITTSFIELD GENERATING COMPANY, L.P.
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.
4.2. SELKIRK COGEN PARTNERS, L.P.
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.
4.3. KEYSTONE URBAN RENEWAL LIMITED PARTNERSHIP
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 Connectiv (formerly Atlantic Energy Company).
4.4. LOGAN GENERATING COMPANY, L.P.
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
Connectiv (formerly Atlantic Electric Company).
4.5. HERMISTON GENERATING COMPANY, L.P.
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.
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4.6. MASSPOWER
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.
4.7. MILLENNIUM POWER PARTNERS, L.P.
Millennium Power Partners, L.P.
P.O. Box 588
10 Sherwood Lane
Charlton, Massachusetts 01508-0588
Millennium Power Partners, L.P. is currently under construction, with
commercial operation expected in the spring of 2001. 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.
4.8. CEDAR BAY GENERATING COMPANY, LIMITED PARTNERSHIP
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 Smurfit Stone Container Corporation (formerly Stone
Container Corporation).
4.9. NORTHAMPTON GENERATING COMPANY, L.P.
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.
4.10. SCRUBGRASS GENERATING COMPANY, L.P.
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.
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4.11. INDIANTOWN COGENERATION, L.P.
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.
4.12. CHAMBERS COGENERATION LIMITED PARTNERSHIP
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 Connectiv (formerly Atlantic Energy Company), and
selling power and steam to DuPont.
4.13. ATHENS GENERATING COMPANY, L.P.
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 summer of
2003.
4.14. LA PALOMA GENERATING COMPANY, LLC
La Paloma Generating Company, LLC
1760 W. Skyline Road
McKittrick, CA 93251
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.
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4.15. LAKE ROAD GENERATING COMPANY, L.P.
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.
4.16. MANTUA CREEK GENERATING COMPANY, L.P.
Mantua Creek Generating Company, L.P.
7500 Old Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
4.17. OKEECHOBEE GENERATING COMPANY, LLC
Okeechobee Generating Company, LLC
7500 Old Georgetown Road, 13/th/ 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
4.18. USGEN NEW ENGLAND, INC.
USGen New England, Inc.
7500 Old Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
USGen New England, Inc. owns and operates 17 generating facilities
comprising of approximately 3,962 megawatts of generation, selling
power in the New England area markets.
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4.19. PG&E DISPERSED GENERATING COMPANY, LLC
PG&E Dispersed Generating Company, LLC
7500 Old Georgetown Road, 13/th/ Floor
Bethesda, MD 20814-6161
PG&E Dispersed Generating Company, LLC is currently developing and/or
operating small peaker facilities in Ohio and is acting as an
engineering procurement construction contractor on two small peaker
facilities in California.
4.20. LIBERTY GENERATING COMPANY, LLC
Liberty Generating Company, LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Liberty Generating Company, LLC is currently developing a 1,100 MW
natural gas-fired electric generating merchant power facility in
Linden, New Jersey.
4.21. BADGER GENERATING COMPANY, LLC
Badger Generating Company, LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Badger Generating Company, LLC is currently developing a 1,100 MW
natural gas-fired electric generating merchant power facility in
Pleasant Prairie, Wisconsin.
4.22. MADISON WINDPOWER LLC
Madison Windpower LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Madison Windpower, LLC is currently operating a 12MW wind-powered
merchant power facility in Madison, New York.
4.23. COVERT GENERATING COMPANY, LLC
Covert Generating Company, LLC
7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161
Covert Generating Company, LLC is currently developing a 1,080
natural gas-fired electric generating merchant power facility in
Covert Township, Michigan.
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