-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L7sH68tUD8ghlJ/2Ec8I01Y/uZts5bHMb+IUIDU7ikKlFjrZRd862AAQI/C5mXyV y5SRi1M92NErQ2lz8ikGEw== 0000916457-06-000115.txt : 20060913 0000916457-06-000115.hdr.sgml : 20060913 20060913135443 ACCESSION NUMBER: 0000916457-06-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060913 DATE AS OF CHANGE: 20060913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 061088196 BUSINESS ADDRESS: STREET 1: 50 WEST SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089955115 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO STREET 2: SUITE 500 CITY: SAN JOSE STATE: CA ZIP: 95113 8-K 1 july2006.htm

 


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): September 13, 2006

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

Commission File Number: 001-12079

I.R.S. Employer Identification Number: 77-0212977

 

50 West San Fernando Street

San Jose, California 95113

Telephone: (408) 995-5115

(Address of principal executive offices and telephone number)

 

Not applicable

(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))

 


Index Definitions

ITEM 7.01 — REGULATION FD DISCLOSURE

 

On September 13, 2006, 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 July 31, 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., 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, and June 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 cases 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.

 

1

Index Definitions

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 and CCAA cases, 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 protection; (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) 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 July 31, 2006.

 

2

Index Definitions

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, Corporate Controller and

Chief Accounting Officer

 

 

 

Date:  September 13, 2006

 

 

 

 

3

Index Definitions

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

Calpine Corporation’s Unaudited Monthly Operating Statement for the month
ended July 31, 2006.

 

 

4

Index Definitions

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 JULY 1, 2006, TO JULY 31, 2006

 

 

DEBTORS’ ADDRESS:

50 West San Fernando Street, San Jose, California 95113

 

 

 

 

 

MONTHLY DISBURSEMENTS MADE BY CALPINE
CORPORATION, ET AL. AND ITS DEBTOR SUBSIDIARIES
(IN THOUSANDS):  



$402,457

 

 

 

DEBTORS’ ATTORNEY: 

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 (IN THOUSANDS):

$92,224

 

 

 

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, Corporate Controller and
Chief Accounting Officer

DATE:  September 13, 2006

Calpine Corporation

 

 

5

Index

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 Forms 10-Q

 

Calpine Corporation’s 2006 First Quarter Form 10-Q and 2006 Second Quarter Form 10-Q

 

 

 

APB

 

Accounting Principles Board 

 

 

 

Bankruptcy Code

 

United States Bankruptcy Code

 

 

 

Bankruptcy Courts

 

The U.S. Bankruptcy Court and the Canadian Court

 

 

 

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

 

 

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

 

 

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

 

 

6

Index

 

Abbreviation

 

Definition

 

 

 

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

 

 

 

First Priority Notes

 

Calpine Corporation’s 95/8% First Priority Senior Secured Notes Due 2014

 

 

 

GAAP

 

Generally accepted accounting principles in the United States

 

 

 

LSTC

 

Liabilities Subject to Compromise

 

 

 

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

 

 

 

PPA(s)

 

Power purchase agreement(s)

 

 

 

SEC

 

United States Securities and Exchange Commission

 

 

 

Second Priority Debt

 

Calpine Corporation’s Second Priority 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

 

 

 

Securities Act

 

United States Securities Act of 1933, as amended

 

 

 

SFAS

 

Statement of Financial Accounting Standards

 

 

 

SFAS No. 123-R

 

FASB Statement No. 123-R (As Amended), “Accounting for Stock-Based Compensation—Share-Based Payment”

 

 

 

SOP

 

Statement of Position

 

 

 

The Geysers Assets

 

19 geothermal power plant assets located in Geyserville, California

 

 

 

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)

 

 

7

Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

 

 

 

 

Page

Financial Statements as of and for the Month Ended July 31, 2006:

 

Consolidated Condensed Statement of Operations

9

Consolidated Condensed Balance Sheet

10

Notes to Unaudited Consolidated Condensed Financial Statements

 

 

1.

Chapter 11 Cases and CCAA Proceedings

12

 

2.

Basis of Presentation

12

 

3.

Summary of Significant Accounting Policies

13

 

4.

Recent Accounting Pronouncements

13

 

5.

Cash and Cash Equivalents, Restricted Cash and Margin Deposits

14

 

6.

Rejected Contracts and Related Matters

15

 

7.

Liabilities Subject to Compromise

15

 

8.

DIP Facility

16

 

9.

Reorganization Items

17

Schedules:          

 

 

Schedule I

Schedule of Consolidating Condensed Balance Sheet as of July 31, 2006

18

Schedule II

Schedule of Consolidating Condensed Statement of Operations for the Month
Ended July 31, 2006


20

Schedule III

Schedule of Payroll and Payroll Taxes

22

Schedule IV

Schedule of Federal, State and Local Taxes Collected, Received, Due or Withheld 

23

Schedule V

Schedule of Total Disbursements by Debtor

24

Schedule VI

Insurance Statement

30

 

 

8

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 July 1, 2006, through July 31, 2006

 

 

Revenue: 

 

 

 

 

Electricity and steam revenue

 

$

625,693

 

Sales of purchased power and gas for hedging and optimization

 

 

168,506

 

Mark-to-market activities, net

 

 

(13,825

)

Other revenue

 

 

4,334

 

Total revenue

 

 

784,708

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

31,265

 

Royalty expense

 

 

2,481

 

Transmission purchase expense

 

 

5,060

 

Purchased power and gas expense for hedging and optimization

 

 

135,110

 

Fuel expense

 

 

380,872

 

Depreciation and amortization expense

 

 

37,058

 

Operating lease expense

 

 

1,358

 

Other cost of revenue

 

 

2,690

 

Total cost of revenue

 

 

595,894

 

Gross profit

 

 

188,814

 

Equipment, development project and other impairments

 

 

(26

)

Project development expense

 

 

1,864

 

Research and development expense

 

 

1,319

 

Sales, general and administrative expense

 

 

14,118

 

Income (loss) from operations

 

 

171,539

 

Interest expense

 

 

74,094

 

Interest (income)

 

 

(6,461

)

Minority interest expense

 

 

2,927

 

Other (income) expense, net

 

 

2,686

 

Income before reorganization items and provision for income taxes

 

 

98,293

 

Reorganization items

 

 

4,346

 

Income before provision for income taxes

 

 

93,947

 

Provision for income taxes

 

 

1,723

 

Net income

 

$

92,224

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

9

Index Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

July 31, 2006

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

Cash and cash equivalents

 

$

877,289

 

Accounts receivable, net

 

 

1,043,724

 

Margin deposits and other prepaid expense

 

 

294,486

 

Inventories

 

 

169,006

 

Restricted cash

 

 

479,516

 

Current derivative assets

 

 

329,687

 

Current assets held for sale

 

 

383,892

 

Other current assets

 

 

131,029

 

Total current assets

 

 

3,708,629

 

Restricted cash, net of current portion

 

 

199,458

 

Notes receivable, net of current portion

 

 

154,261

 

Project development costs

 

 

26,319

 

Investments

 

 

67,118

 

Deferred financing costs

 

 

165,545

 

Prepaid lease, net of current portion

 

 

196,876

 

Property, plant and equipment, net

 

 

13,932,203

 

Goodwill

 

 

45,160

 

Other intangible assets, net

 

 

51,967

 

Long-term derivative assets

 

 

582,364

 

Other assets

 

 

618,150

 

Total assets

 

$

19,748,050

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

10

Index Definitions

CONSOLIDATED CONDENSED BALANCE SHEET — (Continued)

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

566,372

 

Accrued payroll and related expense

 

 

43,311

 

Accrued interest payable

 

 

180,072

 

Income taxes payable

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

181,833

 

Preferred interests, current portion

 

 

9,124

 

Capital lease obligations, current portion

 

 

286,209

 

CCFC financing, current portion

 

 

783,528

 

CalGen financing, current portion

 

 

2,510,519

 

Construction/project financing, current portion

 

 

1,997,850

 

DIP Facility, current portion

 

 

3,500

 

Current derivative liabilities

 

 

490,625

 

Other current liabilities

 

 

301,012

 

Total current liabilities

 

 

7,453,028

 

Notes payable and other borrowings, net of current portion

 

 

467,362

 

Preferred interests, net of current portion

 

 

579,122

 

Capital lease obligations, net of current portion

 

 

319

 

Construction/project financing, net of current portion

 

 

420,050

 

DIP Facility, net of current portion

 

 

994,750

 

Deferred income taxes, net of current portion

 

 

350,037

 

Deferred revenue

 

 

143,796

 

Long-term derivative liabilities

 

 

735,889

 

Other liabilities

 

 

150,955

 

Total liabilities not subject to compromise

 

 

11,295,308

 

Liabilities subject to compromise

 

 

14,954,756

 

Commitments and contingencies

 

 

 

 

Minority interests

 

 

265,922

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

569

 

Additional paid-in capital

 

 

3,268,855

 

Additional paid-in capital, loaned shares

 

 

258,100

 

Additional paid-in capital, returnable shares

 

 

(258,100

)

Accumulated deficit

 

 

(9,928,138

)

Accumulated other comprehensive loss

 

 

(109,222

)

Total stockholders’ deficit

 

 

(6,767,936

)

Total liabilities and stockholders’ deficit

 

$

19,748,050

 

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

11

Index Definitions

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the period from July 1, 2006, to July 31, 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 Second Quarter Form 10-Q for a summary of our Chapter 11 cases and CCAA proceedings.

 

On August 15, 2006, the U.S. Bankruptcy Court approved the bidding procedures for the auction of project assets of Russell City Energy Center, LLC. Previously, on August 11, 2006, we entered into an asset purchase agreement to sell substantially all of the Russell City Energy Center, LLC project assets to a newly formed entity in which we will have a 65% interest and a third party will have a 35% interest. The sale is subject to an auction process in which qualifying bidders can make competing offers for the transaction. Closing of the transaction is subject to certain conditions including receipt of any required regulatory approvals.

 

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 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 expenses.

 

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 December 20, 2005. 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.

 

12

Index Definitions

 

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 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 $13.8 million in July 2006, there was $21.9 million of unrealized losses (mostly from open gas contracts), and we had a realized gain of $8.1 million. The realized gain included a non-cash gain of approximately $6.1 million from amortization of various items.

 

Per agreement among the Company, the Office of the U.S. Trustee and the Committee of Unsecured Creditors, the Statement of Cash Flows will be excluded from Monthly Operating Statements except on a quarterly basis.

 

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-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” (“SFAS No. 123”) 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

 

13

Index Definitions

 

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 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.

 

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 to the operations of the respective projects. At July 31, 2006, $502.0 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.

 

The table below represents the components of our consolidated restricted cash as of July 31, 2006, (in thousands):

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

183,580

 

$

119,744

 

$

303,324

 

Rent reserve

 

 

12,443

 

 

 

 

12,443

 

Construction/major maintenance

 

 

84,994

 

 

32,652

 

 

117,646

 

Proceeds from asset sales

 

 

 

 

 

 

 

Collateralized letters of credit and other credit support

 

 

113,848

 

 

 

 

113,848

 

Other

 

 

84,651

 

 

47,062

 

 

131,713

 

Total

 

$

479,516

 

$

199,458

 

$

678,974

 

 

As part of a prior business acquisition, which included certain facilities subject to a pre-existing operating lease, we acquired certain restricted cash balances comprised of a portfolio of debt securities. This portfolio is classified as held-to-maturity because we have the intent and ability to hold the securities to maturity. The securities are held in escrow accounts to support operating activities of the leased facilities and consist of a $17.0 million debt security maturing in 2015 and a $7.4 million debt security maturing in 2023. This portfolio is stated at amortized cost, adjusted for amortization of premiums and accretion discounts to maturity.

 

Of our restricted cash at July 31, 2006, $337.1 million relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).

 

14

Index Definitions

 

Power Contract Financing, L.L.C.

 

$

195.4

 

Gilroy Energy Center, LLC

 

 

59.1

 

Riverside Energy Center, LLC 

 

 

29.8

 

Rocky Mountain Energy Center, LLC

 

 

28.8

 

Calpine Northbrook Energy Marketing, LLC

 

 

4.1

 

Calpine King City Cogen, LLC

 

 

17.5

 

Calpine Fox LLC

 

 

1.0

 

Power Contract Financing III, LLC

 

 

1.4

 

 

 

$

337.1

 

 

Margin Deposits — As of July 31, 2006, to support commodity transactions, we had margin deposits with third parties of $141.7 million, we had gas and power prepayments of $99.6 million, and had letters of credit outstanding of $2.9 million. Counterparties had deposited with us $11.4 million as margin deposits and $10.0 million as letters of credit at July 31, 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 or repudiated. See Note 2 “Chapter 11 Cases and CCAA Proceedings” in our 2006 Second 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 (other than Calpine Geysers Company, L.P.) were to be filed with the applicable Bankruptcy Court—were set for August 1, 2006. On August 24, 2006, the U.S. Debtors filed a motion in the U.S. Bankruptcy Court requesting that the claims bar date for claims against Calpine Geysers Company, L.P., one of the Calpine Debtors, be set for October 31, 2006. Accordingly, not all potential claims would have been filed as of July 31, 2006.

 

The amounts of LSTC at July 31, 2006 consisted of the following (in millions):

 

Accounts payable and accrued liabilities

 

$

370.6

 

Terminated derivative liabilities

 

 

443.0

 

Project financing 

 

 

164.0

 

Convertible notes

 

 

1,823.5

 

Second priority senior secured notes(1)

 

 

3,671.9

 

Unsecured senior notes

 

 

1,880.0

 

Notes payable and other liabilities – related party

 

 

1,127.6

 

Provision for allowed claims(2)

 

 

5,474.2

 

Total liabilities subject to compromise

 

$

14,954.8

 

__________

(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.

 

15

Index Definitions

(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 the Company’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.

 

8.  DIP Facility

 

On December 20, 2005, Calpine Corporation, as borrower, entered into the DIP Facility with Deutsche Bank Securities, Inc. and Credit Suisse, as joint syndication agents, Deutsche Bank Trust Company Americas as administrative agent for the first priority lenders and Credit Suisse as administrative agent for the second priority lenders. On December 21, 2005, the U.S. Bankruptcy Court granted interim approval of the DIP Facility, but initially limited access under the DIP Facility to $500 million under the revolving credit facility. On January 26, 2006, the U.S. Bankruptcy Court entered a final order approving the DIP Facility and removing its previously imposed limitation on our ability to borrow thereunder. On February 23, 2006, the DIP Facility was amended and restated and the term loans were funded. 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. On May 3, 2006, the DIP Facility was amended to, among other things, provide us with extensions of time to provide certain financial information to the DIP Facility lenders, including financial statements for the year ended December 31, 2005, and for the quarter ended March 31, 2006. In addition, the lenders under the DIP Facility consented to the use of borrowings under the DIP Facility to repay a portion of the First Priority Notes, subject to the U.S. Bankruptcy Court’s approval of such repayment.

 

In July 2006, the DIP Facility lenders consented to the assignment of certain PPAs by Broad River Energy, LLC, our subsidiary that leases the Broad River facility pursuant to a leveraged lease, to the owner-lessors of such facility in connection with a settlement agreement with the owner-lessors. The DIP Facility lenders also consented to Broad River’s granting to the owner-lessors a temporary security interest in the same PPAs until FERC approves the assignment. The July 2006 consent was conditioned upon the U.S. Bankruptcy Court’s approval of the settlement agreement with the owner-lessors, and the U.S. Bankruptcy Court approved the settlement agreement on June 27, 2006. FERC approval of the assignment of the PPAs is pending.

 

Pursuant to the DIP Facility, and applicable orders of the U.S. Bankruptcy Court, the lenders have made available to Calpine up to $2 billion comprising of a $1 billion revolving loan and letter of credit facility, a $400 million first priority term loan facility and a $600 million second priority term loan facility. 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. A portion of the borrowings under the revolving loan facility in February 2006 were 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 July 2006, there were no amounts outstanding under the revolving loan facility and no additional letters of credit were issued against the revolving loan facility. Accordingly, at July 31, 2006, there was $998.3 million outstanding under the term loan facilities, nothing outstanding under the revolving loan facility and $11.7 million of letters of credit issued against the revolving loan facility.

 

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 and Note 7 of the Notes to

 

16

Index Definitions

 

Consolidated Condensed Financial Statements included in the 2006 Second 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 July 31, 2006 (in millions)

 

Provision for expected allowed claims(1)

 

$

(11.3

)

Loss on terminated contracts, net

 

 

 

Professional fees

 

 

15.6

 

Total reorganization items

 

$

4.3

 

__________

(1)

The provision for expected allowed claims in July 2006 includes a $10.2 million reduction due to the effects of foreign exchange rate changes on expected allowed claims from deconsolidated Canadian affiliates, which are governed by Canadian law and denominated in Canadian dollars.

 

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.

 

 

17

Index Definitions

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in thousands)

July 31, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

630,378

 

$

246,911

 

$

 

$

877,289

 

Accounts receivable, net

 

 

941,767

 

 

158,912

 

 

(56,955

)

 

1,043,724

 

Accounts receivable (payable) from affiliates, net

 

 

38,856,304

 

 

2,994,468

 

 

(41,850,772

)

 

 

Margin deposits and other prepaid expense

 

 

251,479

 

 

54,676

 

 

(11,669

)

 

294,486

 

Inventories

 

 

142,829

 

 

26,177

 

 

 

 

169,006

 

Restricted cash

 

 

194,471

 

 

285,045

 

 

 

 

479,516

 

Current derivative assets

 

 

257,345

 

 

72,342

 

 

 

 

329,687

 

Current assets held for sale

 

 

39,542

 

 

344,350

 

 

 

 

383,892

 

Other current assets

 

 

983,435

 

 

58,293

 

 

(910,699

)

 

131,029

 

Total current assets

 

 

42,297,550

 

 

4,241,174

 

 

(42,830,095

)

 

3,708,629

 

Restricted cash, net of current portion

 

 

53,839

 

 

145,619

 

 

 

 

199,458

 

Notes receivable, net of current portion

 

 

152,584

 

 

1,677

 

 

 

 

154,261

 

Notes receivable from affiliates, net of current portion

 

 

4,230,181

 

 

65,954

 

 

(4,296,135

)

 

 

Project development costs

 

 

26,319

 

 

 

 

 

 

26,319

 

Investments

 

 

11,159,580

 

 

9,372,412

 

 

(20,464,874

)

 

67,118

 

Deferred financing costs

 

 

42,536

 

 

123,009

 

 

 

 

165,545

 

Prepaid lease, net of current portion

 

 

196,291

 

 

585

 

 

 

 

196,876

 

Property, plant and equipment, net

 

 

7,976,514

 

 

5,956,563

 

 

(874

)

 

13,932,203

 

Goodwill

 

 

45,160

 

 

 

 

 

 

45,160

 

Other intangible assets, net

 

 

15,875

 

 

36,092

 

 

 

 

51,967

 

Long-term derivative assets

 

 

471,296

 

 

111,068

 

 

 

 

582,364

 

Other assets

 

 

306,082

 

 

323,968

 

 

(11,900

)

 

618,150

 

Intercompany

 

 

521,564

 

 

69,874

 

 

(591,438

)

 

 

Total assets

 

$

67,495,371

 

$

20,447,995

 

$

(68,195,316

)

$

19,748,050

 

 

 

18

Index Definitions

CONSOLIDATING CONDENSED BALANCE SHEET — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

LIABILITIES AND

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

647,668

 

$

2,118,325

 

$

(2,199,621

)

$

566,372

 

Accrued payroll and related expense

 

 

42,602

 

 

709

 

 

 

 

43,311

 

Accrued interest payable

 

 

305,263

 

 

116,563

 

 

(241,754

)

 

180,072

 

Income taxes payable

 

 

99,073

 

 

 

 

 

 

99,073

 

Notes payable and other borrowings, current portion

 

 

739,151

 

 

172,420

 

 

(729,738

)

 

181,833

 

Preferred interests, current portion

 

 

 

 

9,124

 

 

 

 

9,124

 

Capital lease obligations, current portion

 

 

189,330

 

 

98,538

 

 

(1,659

)

 

286,209

 

CCFC financing, current portion

 

 

 

 

783,528

 

 

 

 

783,528

 

CalGen financing, current portion

 

 

2,510,519

 

 

 

 

 

 

2,510,519

 

Construction/project financing, current portion

 

 

133,768

 

 

1,864,082

 

 

 

 

1,997,850

 

DIP Facility, current portion

 

 

3,500

 

 

 

 

 

 

3,500

 

Current derivative liabilities

 

 

379,297

 

 

111,328

 

 

 

 

490,625

 

Other current liabilities

 

 

189,263

 

 

123,414

 

 

(11,665

)

 

301,012

 

Total current liabilities

 

 

5,239,434

 

 

5,398,031

 

 

(3,184,437

)

 

7,453,028

 

Notes payable and other borrowings, net of current portion

 

 

4,161,675

 

 

2,151,408

 

 

(5,845,721

)

 

467,362

 

Preferred interests, net of current portion

 

 

 

 

579,122

 

 

 

 

579,122

 

Capital lease obligations, net of current portion

 

 

317,652

 

 

 

 

(317,333

)

 

319

 

Construction/project financing, net of current portion

 

 

246,293

 

 

173,757

 

 

 

 

420,050

 

DIP Facility, net of current portion

 

 

994,750

 

 

 

 

 

 

994,750

 

Deferred income taxes, net of current portion

 

 

94,236

 

 

255,801

 

 

 

 

350,037

 

Deferred revenue

 

 

133,827

 

 

22,743

 

 

(12,774

)

 

143,796

 

Long-term derivative liabilities

 

 

603,938

 

 

131,951

 

 

 

 

735,889

 

Other liabilities

 

 

121,829

 

 

29,130

 

 

(4

)

 

150,955

 

Total liabilities not subject to compromise

 

 

11,913,634

 

 

8,741,943

 

 

(9,360,269

)

 

11,295,308

 

Liabilities subject to compromise

 

 

53,545,570

 

 

485

 

 

(38,591,299

)

 

14,954,756

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interests

 

 

2,927

 

 

262,995

 

 

 

 

265,922

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

31,567

 

 

5,096

 

 

(36,094

)

 

569

 

Additional paid-in capital

 

 

25,730,277

 

 

10,529,978

 

 

(32,991,400

)

 

3,268,855

 

Accumulated deficit

 

 

(23,575,985

)

 

907,784

 

 

12,740,063

 

 

(9,928,138

)

Accumulated other comprehensive loss

 

 

(152,619

)

 

(286

)

 

43,683

 

 

(109,222

)

Total stockholders’ deficit

 

 

2,033,240

 

 

11,442,572

 

 

(20,243,748

)

 

(6,767,936

)

Total liabilities and stockholders’ deficit

 

$

67,495,371

 

$

20,447,995

 

$

(68,195,316

)

$

19,748,050

 

 

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.

 

19

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 July 1, 2006, to July 31, 2006

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

960,470

 

$

306,286

 

$

(641,063

)

$

625,693

 

Sales of purchased power and gas for hedging and optimization

 

 

551,670

 

 

15,445

 

 

(398,609

)

 

168,506

 

Mark-to-market activities, net

 

 

(7,743

)

 

(6,082

)

 

 

 

(13,825

)

Other revenue from operations

 

 

36,204

 

 

2,877

 

 

(34,747

)

 

4,334

 

Total revenue

 

 

1,540,601

 

 

318,526

 

 

(1,074,419

)

 

784,708

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

656,791

 

 

14,460

 

 

(639,986

)

 

31,265

 

Royalty expense

 

 

2,481

 

 

 

 

 

 

2,481

 

Transmission purchase expense

 

 

2,053

 

 

3,007

 

 

 

 

5,060

 

Purchased power and gas expense for hedging and optimization

 

 

92,017

 

 

77,900

 

 

(34,807

)

 

135,110

 

Fuel expense

 

 

654,129

 

 

126,383

 

 

(399,640

)

 

380,872

 

Depreciation and amortization expense

 

 

21,319

 

 

15,740

 

 

(1

)

 

37,058

 

Operating lease expense

 

 

1,358

 

 

 

 

 

 

1,358

 

Other cost of revenue

 

 

3,971

 

 

(1,281

)

 

 

 

2,690

 

Total cost of revenue

 

 

1,434,119

 

 

236,209

 

 

(1,074,434

)

 

595,894

 

Gross profit

 

 

106,482

 

 

82,317

 

 

15

 

 

188,814

 

(Income) from unconsolidated investments

 

 

(438,026

)

 

(116,203

)

 

554,229

 

 

 

Equipment, development project and other impairments

 

 

(26

)

 

 

 

 

 

(26

)

Project development expense

 

 

1,410

 

 

454

 

 

 

 

1,864

 

Research and development expense

 

 

1,319

 

 

 

 

 

 

1,319

 

Sales, general and administrative expense

 

 

10,855

 

 

3,263

 

 

 

 

14,118

 

Income (loss) from operations

 

 

530,950

 

 

194,803

 

 

(554,214

)

 

171,539

 

Interest expense

 

 

42,594

 

 

36,135

 

 

(4,635

)

 

74,094

 

Interest (income)

 

 

(7,481

)

 

(3,615

)

 

4,635

 

 

(6,461

)

Minority interest expense

 

 

2,927

 

 

 

 

 

 

2,927

 

Other (income) expense, net

 

 

(7,656

)

 

10,323

 

 

19

 

 

2,686

 

Income (loss) before reorganization items and provision (benefit) for income taxes

 

 

500,566

 

 

151,960

 

 

(554,233

)

 

98,293

 

 

 

20

Index Definitions

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS — (Continued)

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Reorganization items

 

$

4,346

 

$

 

$

 

$

4,346

 

Income (loss) before provision (benefit) for income taxes

 

 

496,220

 

 

151,960

 

 

(554,233

)

 

93,947

 

Provision (benefit) for income taxes

 

 

(12,660

)

 

14,383

 

 

 

 

1,723

 

Net income (loss)

 

$

508,880

 

$

137,577

 

$

(554,233

)

$

92,224

 

 

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.

 

21

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 July 1, 2006, to July 31, 2006

 

 


Gross Wages Paid**

 

Employee Payroll
Taxes Withheld*

 

Employer Payroll
Taxes Remitted*

$17,455

 

$4,496

 

$1,211

 

 

*

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 July 7, 2006, July 14, 2006, July 21, 2006, and July 28, 2006.

 

22

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 July 1, 2006, to July 31, 2006

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes 

 

$

(12,660

)

$

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

6,273

 

 

1,505

 

Sales and use

 

 

1,644

 

 

2,561

 

Franchise

 

 

400

 

 

400

 

Other

 

 

36

 

 

36

 

Total state and local taxes

 

 

8,353

 

 

4,502

 

Total taxes

 

$

(4,307

)

$

4,502

 

 

 

23

Index Definitions

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

TOTAL DISBURSEMENTS BY DEBTOR

For the Month Ended July 31, 2006

(in dollars)

 

 

 

Legal Entity

Case Number

Disbursements

 

Amelia Energy Center, LP

05-60223-BRL

$                               —

Anacapa Land Company, LLC

05-60226-BRL

109,300

 

Anderson Springs Energy Company

05-60232-BRL

 

Androscoggin Energy, Inc.

05-60239-BRL

 

Auburndale Peaker Energy Center, LLC

05-60244-BRL

7,230

 

Augusta Development Company, LLC

05-60248-BRL

 

Aviation Funding Corp.

05-60252-BRL

 

Baytown Energy Center, LP

05-60255-BRL

28,183

 

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

346,436

 

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

2,796,022

 

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

 

CalGen Project Equipment Finance Company Three, LLC

05-60259-BRL

 

CalGen Project Equipment Finance Company Two, LLC

05-60262-BRL

328,256

 

Calpine Acadia Holdings, LLC

05-60265-BRL

 

Calpine Administrative Services Company, Inc.

05-60201-BRL

3,184,467

 

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

 

Calpine California Development Company, LLC

05-60355-BRL

 

Calpine California Energy Finance, LLC

05-60360-BRL

 

Calpine California Equipment Finance Company, LLC

05-60464-BRL

 

Calpine Calistoga Holdings, LLC

05-60377-BRL

 

Calpine Capital Trust

05-60325-BRL

 

 

 

24

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR (continued)

 

Legal Entity

Case Number

Disbursements

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

1,030,670

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

1,404,980

Calpine Corporation

05-60200-BRL

43,387,563

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

32,295

Calpine Energy Holdings, Inc.

05-60207-BRL

Calpine Energy Services Holdings, Inc.

05-60208-BRL

Calpine Energy Services, L.P.

05-60222-BRL

274,526,483

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

407,487

Calpine Geysers Company, LP

06-10939-BRL

152

Calpine Gilroy 1, Inc.

05-60240-BRL

Calpine Gilroy 2, Inc.

05-60241-BRL

Calpine Gilroy Cogen, L.P.

05-60243-BRL

67,646

Calpine Global Services Company, Inc.

05-60246-BRL

62,270

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

21,878

Calpine Hidalgo Design, L.P.

06-10039-BRL

Calpine Hidalgo Energy Center, L.P.

06-10029-BRL

44,145

Calpine Hidalgo Holdings, Inc.

06-10027-BRL

Calpine Hidalgo Power GP, LLC

06-10030-BRL

Calpine Hidalgo Power, LP

06-10028-BRL

 

 

25

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR (continued)

 

Legal Entity

Case Number

Disbursements

Calpine Hidalgo, Inc.

06-10026-BRL

$                               —

Calpine International Holdings, Inc.

05-60205-BRL

Calpine International, LLC

05-60288-BRL

17,858

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

82,940

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

71,021

Calpine Operating Services Company, Inc.

05-60322-BRL

31,160,543

Calpine Operations Management Company, Inc.

05-60206-BRL

Calpine Pastoria Holdings, LLC

05-60302-BRL

Calpine Philadelphia, Inc.

05-60305-BRL

52,541

Calpine Pittsburg, LLC

05-60307-BRL

13,208

Calpine Power Company

05-60202-BRL

6,239

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

121,961

Calpine Power, Inc.

05-60316-BRL

Calpine PowerAmerica, Inc.

05-60211-BRL

Calpine PowerAmerica, LP

05-60212-BRL

415,928

Calpine PowerAmerica-CA, LLC

05-60213-BRL

139,995

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

 

 

26

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR (continued)

 

Legal Entity

Case Number

Disbursements

Calpine PowerAmerica-OR, LLC

06-10034-BRL

$                               —

Calpine Producer Services, L.P.

05-60217-BRL

7,135,720

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

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

149,760

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

99,211

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

85,186

Channel Power GP, LLC

05-60276-BRL

Channel Power, LP

05-60277-BRL

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

5,521,678

CogenAmerica Asia Inc.

05-60372-BRL

CogenAmerica Parlin Supply Corp.

05-60383-BRL

Columbia Energy LLC

05-60440-BRL

31,626

Corpus Christi Cogeneration L.P.

05-60441-BRL

285,924

CPN 3rd Turbine, Inc.

05-60443-BRL

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

31,277

CPN Cascade, Inc.

05-60449-BRL

CPN Clear Lake, Inc.

05-60287-BRL

CPN Decatur Pipeline, Inc.

05-60290-BRL

 

 

27

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR (continued)

 

Legal Entity

Case Number

Disbursements

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

403,101

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

6,551

CPN Telephone Flat, Inc.

05-60306-BRL

4,142

Decatur Energy Center, LLC

05-60313-BRL

295,797

Deer Park Power GP, LLC

05-60363-BRL

Deer Park Power, LP

05-60370-BRL

Delta Energy Center, LLC

05-60375-BRL

108,204

Dighton Power Associates Limited Partnership

05-60382-BRL

153,118

East Altamont Energy Center, LLC

05-60386-BRL

Fond du Lac Energy Center, LLC

05-60412-BRL

Fontana Energy Center, LLC

05-60335-BRL

Freestone Power Generation LP

05-60339-BRL

562,248

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

2,891,353

Geysers Power I Company

05-60389-BRL

Goldendale Energy Center, LLC

05-60390-BRL

508,658

Hammond Energy LLC

05-60393-BRL

Hillabee Energy Center, LLC

05-60394-BRL

44,898

Idlewild Fuel Management Corp.

05-60397-BRL

JMC Bethpage, Inc.

05-60362-BRL

KIAC Partners

05-60366-BRL

3,537,053

Lake Wales Energy Center, LLC

05-60369-BRL

Lawrence Energy Center, LLC

05-60371-BRL

Lone Oak Energy Center, LLC

05-60403-BRL

16,193

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

34,991

Los Medanos Energy Center LLC

05-60405-BRL

3,240,805

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

116,411

MEP Pleasant Hill, LLC

05-60334-BRL

312,482

Moapa Energy Center, LLC

05-60337-BRL

1,075

Mobile Energy L L C

05-60344-BRL

38,237

Modoc Power, Inc.

05-60346-BRL

Morgan Energy Center, LLC

05-60353-BRL

15,653

 

 

28

Index Definitions

TOTAL DISBURSEMENTS BY DEBTOR (continued)

 

Legal Entity

Case Number

Disbursements

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

$                               —

Mt. Vernon Energy LLC

05-60376-BRL

NewSouth Energy LLC

05-60381-BRL

7,957

Nissequogue Cogen Partners

05-60388-BRL

313,946

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

775,055

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

561,638

Philadelphia Biogas Supply, Inc.

05-60421-BRL

Phipps Bend Energy Center, LLC

05-60395-BRL

Pine Bluff Energy, LLC

05-60396-BRL

264,377

Power Investors, L.L.C.

05-60398-BRL

Power Systems MFG., LLC

05-60399-BRL

4,831,860

Quintana Canada Holdings, LLC

05-60400-BRL

RockGen Energy LLC

05-60401-BRL

1,233,646

Rumford Power Associates Limited Partnership

05-60467-BRL

547,342

Russell City Energy Center, LLC

05-60411-BRL

32,398

San Joaquin Valley Energy Center, LLC

05-60413-BRL

18,350

Silverado Geothermal Resources, Inc.

06-10198-BRL

116,853

Skipanon Natural Gas, LLC

05-60415-BRL

South Point Energy Center, LLC

05-60417-BRL

1,959,306

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

2,902

TBG Cogen Partners

05-60432-BRL

483,771

Texas City Cogeneration, L.P.

05-60434-BRL

5,549,200

Texas Cogeneration Company

05-60435-BRL

Texas Cogeneration Five, Inc.

05-60436-BRL

Texas Cogeneration One Company

05-60437-BRL

Thermal Power Company

05-60438-BRL

Thomassen Turbine Systems America, Inc.

05-60354-BRL

50,024

Tiverton Power Associates Limited Partnership

05-60357-BRL

142,543

Towantic Energy, L.L.C.

05-60364-BRL

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

(1,704)

Whatcom Cogeneration Partners, L.P.

05-60468-BRL

Zion Energy LLC

05-60380-BRL

68,690

 

 

 

TOTAL

 

$             402,457,203

 

 

29

Index Definitions

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from July 1, 2006, to July 31, 2006

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

 

 

30

 

 

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