8-K 1 april2007.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): June 12, 2007

 

 

CALPINE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-12079

77-0212977

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

50 West San Fernando Street, San Jose, California 95113

717 Texas Avenue, Houston, Texas 77002

(Addresses of principal executive offices and zip codes)

 

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

 

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

 

 

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

o

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

o

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

o

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

o

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

 


 


Index   Definitions

 

ITEM 7.01 — REGULATION FD DISCLOSURE

 

On June 12, 2007, Calpine Corporation (“Calpine” or the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Statement for the month ended April 30, 2007 (the “Monthly Operating Statement”), with the U.S. Bankruptcy Court for the Southern District of New York (the “U.S. Bankruptcy Court”) in the matter of In re Calpine Corporation, et al., Case No. 05-60200 (BRL). Exhibit 99.1 to this Current Report on Form 8-K contains the unaudited consolidated Monthly Operating Statement as filed with the U.S. Bankruptcy Court.

 

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of the Company’s Canadian subsidiaries were granted relief by the Court of Queen’s Bench of Alberta, Judicial District of Calgary (the “Canadian Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). As a result, certain of the Company’s Canadian and other foreign subsidiaries were deconsolidated as of December 20, 2005. Financial information regarding such deconsolidated subsidiaries is not part of the consolidated group included in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. The Company cautions readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the U.S. 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, 2006, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

 

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

 

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

Limitation on Incorporation by Reference

 

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

 

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 and Section 21E of the Exchange Act. We use 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 our 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 our Chapter 11 and CCAA cases, including our ability to successfully reorganize and emerge from Chapter 11; (ii) our ability to implement our business plan; (iii) financial results that may be volatile and may not reflect historical trends; (iv) seasonal fluctuations of our results; (v) potential volatility in earnings associated with fluctuations in prices for commodities such as natural gas and power; (vi) our ability to manage liquidity needs and comply with financing obligations; (vii) the direct or indirect effects on our business of our impaired credit including increased cash collateral requirements in connection with the use of commodity contracts; (viii) transportation of natural gas and transmission of electricity; (ix) the expiration or termination of our PPAs and the related results on revenues; (x) risks associated with the operation of power plants including unscheduled outages; (xi) factors that impact the output of our 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; (xii) risks associated with power project development and construction activities; (xiii) our ability to attract, retain and motivate key employees; (xiv) our ability to attract and retain customers and counterparties; (xv) competition; (xvi) risks associated with marketing and selling power from plants in the evolving energy markets; (xvii) present and possible future claims, litigation and enforcement actions; (xviii) effects of the application of laws or regulations, including changes in laws or regulations or the interpretation thereof; and (xix) other risks identified in this Report and our 2006 Form 10-K. You should also carefully review other reports that we file with the SEC, including without limitation our 2006 Form 10-K and Form 10-Q for the quarterly period ended March 31, 2007. We undertake 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 April 30, 2007.

 

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 and

Chief Accounting Officer

 

 

 

Date:  June 12, 2007

 

 

 

 

3

 


Index   Definitions

 

EXHIBIT INDEX

 

 

Exhibit

Number

 

 

Description

99.1

 

Calpine Corporation’s Unaudited Monthly Operating Statement for the month
ended April 30, 2007.

 

 

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 APRIL 1, 2007, TO APRIL 30, 2007

 

 

DEBTORS’ ADDRESS:

50 West San Fernando Street, San Jose, California 95113

 

 

 

 

 

717 Texas Avenue, Houston, Texas 77002

 

 

 

 

 

 

 

 

 

 

 

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

 

$

560

 

 

 

 

 

 

 

DEBTORS’ ATTORNEYS:

Kirkland & Ellis LLP

 

 

 

 

 

Richard M. Cieri (RC 6062)

 

 

 

 

 

Marc Kieselstein (admitted pro hac vice)

 

 

 

 

 

David R. Seligman (admitted pro hac vice)

 

 

 

 

 

Edward O. Sassower (ES 5823)

 

 

 

 

 

Citigroup Center

 

 

 

 

 

153 East 53rd Street

 

 

 

 

 

New York, NY 10022-4611

 

 

 

 

 

 

 

 

 

 

 

MONTHLY OPERATING INCOME (LOSS) (IN MILLIONS):

 

$

(93

)

 

 

 

 

 

 

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 and

Chief Accounting Officer

DATE:  June 12, 2007

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 “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 of the Petition Date, as a result of the filings by the Canadian Debtors under the CCAA in the Canadian Court. 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

2006 Form 10-K

 

Calpine Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 14, 2007

2007 First Quarter Form 10-Q

 

Calpine Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed with the SEC on May 9, 2007

Acadia PP

 

Acadia Power Partners, LLC

Bankruptcy Code

 

U.S. Bankruptcy Code

Bankruptcy Courts

 

The U.S. Bankruptcy Court and the Canadian Court

Calgary Energy Centre

 

Calgary Energy Centre Limited Partnership

CalGen

 

Calpine Generating Company, LLC

CalGen First Lien Debt

 

Collectively, $235,000,000 First Priority Secured Floating Rate Notes Due 2009, issued by CalGen and CalGen Finance; $600,000,000 First Priority Secured Institutional Term Loans Due 2009, issued by CalGen; and the CalGen First Priority Revolving Loans

CalGen First Priority Revolving Loans

 

$200,000,000 First Priority Revolving Loans issued on or about March 23, 2004, pursuant to that Amended and Restated Agreement, among CalGen, the guarantors party thereto, the lenders party thereto, The Bank of Nova Scotia, as administrative agent, L/C Bank, lead arranger and sole bookrunner, Bayerische Landesbank, Cayman Islands Branch, as arranger and co-syndication agent, Credit Lyonnais, New York Branch, as arranger and co-syndication agent, ING Capital LLC, as arranger and co-syndication agent, Toronto Dominion (Texas) Inc., as arranger and co-syndication agent, and Union Bank of California, N.A., as arranger and co-syndication agent

CalGen Second Lien Debt

 

Collectively, $640,000,000 Second Priority Secured Floating Rate Notes Due 2010, issued by CalGen and CalGen Finance; and $100,000,000 Second Priority Secured Institutional Term Loans Due 2010 issued by CalGen

CalGen Secured Debt

 

Collectively, the CalGen First Lien Debt, the CalGen Second Lien Debt and the CalGen Third Lien Debt

CalGen Third Lien Debt

 

Collectively, $680,000,000 Third Priority Secured Floating Rate Notes Due 2011, issued by CalGen and CalGen Finance; and $150,000,000 11 1/2% Third Priority Secured Notes Due 2011, each issued by CalGen and CalGen Finance

Calpine Debtor(s)

 

The U.S. Debtors and the Canadian Debtors

 

 

 

6

 


Index

 

 

Abbreviation

 

Definition

Canadian Court

 

The Court of Queen’s Bench of Alberta, Judicial District of Calgary

 

Canadian Debtor(s)

 

The subsidiaries and affiliates of Calpine Corporation that have been granted creditor protection under the CCAA in the Canadian Court

 

 

Cash Collateral Order

 

Second Amended Final Order of the U.S. Bankruptcy Court Authorizing Use of Cash Collateral and Granting Adequate Protection, dated February 24, 2006 as modified by orders of the U.S. Bankruptcy Court dated June 21, 2006, July 12, 2006, October 25, 2006, November 15, 2006, December 20, 2006, December 28, 2006, January 17, 2007, and March 1, 2007

 

CCAA

 

Companies’ Creditors Arrangement Act (Canada)

 

CES

 

Calpine Energy Services, L.P.

 

Chapter 11

 

Chapter 11 of the Bankruptcy Code

 

Cleco

 

Cleco Corp.

 

Company

 

Calpine Corporation, a Delaware corporation, and subsidiaries

 

DIP

 

Debtor-in-possession

 

DIP Order

 

Order of the U.S. Bankruptcy Court dated March 12, 2007, approving the DIP Facility

 

DIP Facility

 

The Revolving Credit, Term Loan and Guarantee Agreement, dated as of March 29, 2007, among the Company, as borrower, certain of the Company’s subsidiaries, as guarantors, the lenders party thereto, Credit Suisse, Goldman Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as co-syndication agents and co-documentation agents, General Electric Capital Corporation, as sub-agent, and Credit Suisse, as administrative agent and collateral agent, with Credit Suisse Securities (USA) LLC, Goldman Sachs Credit Partners L.P., JPMorgan Securities Inc., and Deutsche Bank Securities Inc. acting as Joint Lead Arrangers and Bookrunners

 

EITF

 

Emerging Issues Task Force

 

Exchange Act

 

U.S. Securities Exchange Act of 1934, as amended

 

FASB

 

Financial Accounting Standards Board

 

FIN

 

FASB Interpretation Number

 

GAAP

 

Generally accepted accounting principles

 

Greenfield LP

 

Greenfield Energy Centre LP

 

IRS

 

U.S. Internal Revenue Service

 

LSTC

 

Liabilities subject to compromise

 

MW

 

Megawatt(s)

 

NOL

 

Net operating loss

 

Non-U.S. Debtor(s)

 

The consolidated subsidiaries and affiliates of Calpine Corporation that are not U.S. Debtor(s)

 

 

 

 

 

7

 


Index

 

 

Abbreviation

 

Definition

 

Original 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

 

Petition Date

 

December 20, 2005

 

PPA(s)

 

Any contract for a physically settled sale (as distinguished from a financially settled future, option or other derivative or hedge transaction) of any electric power product, including electric energy, capacity and/or ancillary services, in the form of a bilateral agreement or a written or oral confirmation of a transaction between two parties to a master agreement, including sales related to a tolling transaction in which part of the consideration provided by the purchaser of an electric power product is the fuel required by the seller to generate such electric power

 

SDNY Court

 

U.S. District Court for the Southern District of New York

 

SEC

 

U.S. Securities and Exchange Commission

 

Second Priority Debt

 

Collectively, the Second Priority Notes and Second Priority Term Loans

 

Second Priority Notes

 

Calpine Corporation’s Second Priority Senior Secured Floating Rate Notes Due 2007, 8 1/2% Second Priority Senior Secured Notes Due 2010, 8 3/4% Second Priority Senior Secured Notes Due 2013 and 9 7/8% Second Priority Senior Secured Notes Due 2011

 

Second Priority Term Loans

 

Calpine Corporation’s Senior Secured Term Loans Due 2007

 

Securities Act

 

U.S. Securities Act of 1933, as amended

 

SFAS

 

Statement of Financial Accounting Standards

 

SOP

 

Statement of Position

 

U.S.

 

United States of America

 

U.S. Bankruptcy Court

 

U.S. 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)

 

 

8

 


Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

Index to Consolidated Condensed Financial Statements and Schedules

 

 

 

 

Page

Financial Statements as of and for the Month Ended April 30, 2007:

 

Consolidated Condensed Statement of Operations

10

Consolidated Condensed Balance Sheet

11

Notes to Unaudited Consolidated Condensed Financial Statements

 

 

1.

Chapter 11 Cases and Related Disclosures

12

 

2.

Basis of Presentation

14

 

3.

Summary of Significant Accounting Policies

15

 

4.

Recent Accounting Pronouncements

15

 

5.

Cash and Cash Equivalents, Restricted Cash and Commodity Margin Deposits

16

 

6.

DIP Facility

17

Schedules:          

 

 

Schedule I

Consolidating Condensed Balance Sheet as of April 30, 2007

19

Schedule II

Consolidating Condensed Statement of Operations for the Month Ended April 30, 2007

20

Schedule III

Payroll and Payroll Taxes

21

Schedule IV

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

22

Schedule V

Disbursements by Debtor

23

Schedule VI

Debtors’ Statement Regarding Insurance Policies

29

 

 

9

 


Index   Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

(in millions)

For the period from April 1, 2007, through April 30, 2007

 

 

Revenue:

 

 

 

 

Electricity and steam revenue

 

$

422

 

Sales of purchased power and gas for hedging and optimization

 

 

146

 

Mark-to-market activities, net

 

 

2

 

Other revenue

 

 

3

 

Total revenue

 

 

573

 

Cost of revenue:

 

 

 

 

Plant operating expense

 

 

61

 

Purchased power and gas expense for hedging and optimization

 

 

114

 

Fuel expense

 

 

292

 

Depreciation and amortization expense

 

 

39

 

Operating plant impairments

 

 

 

Operating lease expense

 

 

5

 

Other cost of revenue

 

 

12

 

Total cost of revenue

 

 

523

 

Gross profit (loss)

 

 

50

 

Equipment, development project and other impairments

 

 

 

Sales, general and administrative expense

 

 

12

 

Other operating expenses

 

 

1

 

Income (loss) from operations

 

 

37

 

Interest expense

 

 

91

 

Interest (income)

 

 

(8

)

Minority interest expense

 

 

(1

)

Other (income) expense, net

 

 

(5

)

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

 

 

(40

)

Reorganization items

 

 

50

 

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

 

 

(90

)

Provision (benefit) for income taxes

 

 

3

 

Net income (loss)

 

$

(93

)

 

 

The accompanying notes are an integral part of these

Consolidated Condensed Financial Statements.

 

10

 


Index   Definitions

 

CALPINE CORPORATION

(Debtor-in-Possession)

CASE NO. 05-60200 (Jointly Administered)

CONSOLIDATED CONDENSED BALANCE SHEET

(Unaudited)

(in millions)

April 30, 2007

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,328

 

Accounts receivable, net

 

 

796

 

Inventories

 

 

128

 

Margin deposits and other prepaid expense

 

 

528

 

Restricted cash, current

 

 

315

 

Current derivative assets

 

 

247

 

Other current assets

 

 

81

 

Total current assets

 

 

3,423

 

Property, plant and equipment, net

 

 

13,374

 

Restricted cash, net of current portion

 

 

178

 

Investments

 

 

197

 

Long-term derivative assets

 

 

399

 

Other assets

 

 

1,049

 

Total assets

 

$

18,620

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

548

 

Accrued interest payable

 

 

217

 

Debt, current

 

 

5,001

 

Current derivative liabilities

 

 

399

 

Income taxes payable

 

 

36

 

Other current liabilities

 

 

355

 

Total current liabilities

 

 

6,556

 

Debt, net of current portion

 

 

3,122

 

Deferred income taxes, net of current portion

 

 

599

 

Long-term derivative liabilities

 

 

524

 

Long-term liabilities

 

 

300

 

Total liabilities not subject to compromise

 

 

11,101

 

Liabilities subject to compromise

 

 

14,969

 

Minority interests

 

 

268

 

Stockholders’ equity (deficit):

 

 

 

 

Common stock

 

 

1

 

Additional paid-in capital

 

 

3,269

 

Additional paid-in capital, loaned shares

 

 

91

 

Additional paid-in capital, returnable shares

 

 

(91

)

Accumulated deficit

 

 

(10,930

)

Accumulated other comprehensive loss

 

 

(58

)

Total stockholders’ deficit

 

 

(7,718

)

Total liabilities and stockholders’ deficit

 

$

18,620

 

 

 

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 April 1, 2007, through April 30, 2007

1.  Chapter 11 Cases and Related Disclosures

 

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). In addition, on April 12, 2007, the U.S. Bankruptcy Court approved proposed language for a general “court-to-court” protocol governing relations between it and the Canadian Court, but conditioned effectiveness of the language on approval by both Bankruptcy Courts of a “claims specific” protocol detailing how certain disputed matters will be resolved. The protocol is intended to improve the administration of the cases by, among other things, preventing conflicting determinations (and resulting delays or litigations) with respect to claims asserted in both the U.S. and Canadian cases. See Note 3 “Chapter 11 Cases and Related Disclosures” in the Notes to Consolidated Financial Statements included in our 2006 Form 10-K and Note 2 “Chapter 11 Cases and Related Disclosures” in the Notes to Consolidated Condensed Financial Statements included in our 2007 First Quarter Form 10-Q for further information regarding our Chapter 11 cases and CCAA proceedings.

 

The Calpine Debtors are continuing to operate their business as debtors-in-possession and will continue to conduct business in the ordinary course under the protection of the Bankruptcy Courts. Generally, pursuant to automatic stay provisions under the Bankruptcy Code and orders (which currently extend through July 20, 2007) granted by the Canadian Court, while a plan or plans of reorganization (with respect to the U.S. Debtors) or arrangement (with respect to the Canadian Debtors) are developed, all actions to enforce or otherwise effect repayment of liabilities preceding the Petition Date as well as all pending litigation against the Calpine Debtors are stayed while the Calpine Debtors continue their business operations as debtors-in-possession.

 

As a result of our Chapter 11 filings and the other matters described herein, including uncertainties related to the fact that we have not yet had time to complete and obtain confirmation of a plan or plans of reorganization, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to maintain adequate cash on hand; (ii) our ability to generate cash from operations; (iii) the cost, duration and outcome of the restructuring process; (iv) our ability to comply with the terms of the DIP Facility and the adequate assurance provisions of the Cash Collateral Order; and (v) our ability to achieve profitability following a restructuring. These challenges are in addition to those operational and competitive challenges faced by us in connection with our business. In conjunction with our advisors, we are implementing strategies to aid our liquidity and our ability to continue as a going concern. However, there can be no assurance as to the success of such efforts.

 

On March 29, 2007, we closed on our new $5.0 billion DIP Facility. The DIP Facility may be increased from $5.0 billion to $7.0 billion under certain circumstances, and may be converted to our exit financing once we have confirmed a plan or plans of reorganization. See Note 6 for further discussion of the DIP Facility.

 

Under the Bankruptcy Code, we have the exclusive right until June 20, 2007, to file a plan or plans of reorganization and the exclusive right until August 20, 2007, to solicit acceptance thereof, in each case allowing for the maximum period of time provided by the Bankruptcy Code. The U.S. Bankruptcy Court has the power to terminate these periods prior to June 20, 2007, and August 20, 2007, respectively, and we can make no assurance that the U.S. Bankruptcy Court will not do so.

 

12

 


Index   Definitions

 

In connection with our restructuring activities, we have identified certain assets for potential divestiture. We are required to obtain U.S. Bankruptcy Court approval of sales of assets, subject to certain exceptions including with respect to de minimis assets. Such sales are subject in certain cases to U.S. Bankruptcy Court approved auction procedures. Asset sale activities during the month of April and thereafter to the date hereof included entry into a purchase agreement with Cleco on April 23, 2007, for the sale of our 50% ownership interest in Acadia PP, the owner of the Acadia Energy Center, a 1,212-MW natural gas-fired facility located near Eunice, Louisiana, for approximately $60 million. The sale price reflects the payment of $85 million in priority distributions due to Cleco in accordance with the limited liability company agreement of Acadia PP. In connection with the proposed sale, we also entered into a settlement agreement with Cleco, which was approved by the U.S. Bankruptcy Court on May 9, 2007, under which Cleco will receive an allowed unsecured claim against us in the amount of $85 million as a result of the rejection by CES of two long-term PPAs for the output of the Acadia Energy Center and our guarantee of those agreements. Also on May 9, 2007, the U.S. Bankruptcy Court approved an auction process in which qualified bidders can make competing offers for the interest in Acadia PP. The sale hearing is currently scheduled for August 1, 2007, before the U.S. Bankruptcy Court. Closing of the transaction is subject to certain additional conditions including receipt of any regulatory approvals. The expected sale and settlement agreement could result in reorganization items consisting of impairment charges and a provision for expected allowed claims totaling approximately $200 million, subject to adjustment for the results of the auction process.

 

Otay Mesa Energy Center, LLC Project Financing — On May 3, 2007, OMEC entered into a non-recourse project finance facility of $377 million to finance the construction of the Otay Mesa Energy Center, a 596-MW natural gas-fired power plant located in southern San Diego County, California. The project finance facility is structured as a construction loan, converting to a term loan upon commercial operation of the plant, and matures in April 2019. OMEC will also enter into a letter of credit facility to support certain project obligations. The facility is initially priced at LIBOR plus 1.5%. OMEC will be required to enter into interest rate swap agreements for at least 90% of the construction loan and 100% of the term loan through the maturity date.

 

We have also entered into a ground sublease and easement agreement with SDG&E which, among other things, provides for a put option by OMEC to sell, and a call option by SDG&E to buy, the facility on the tenth anniversary of the commercial operation date, or upon earlier termination of the PPA, at predetermined prices subject to certain adjustments based on performance of the facility.

 

Greenfield LP Project Financing — On May 31, 2007, Greenfield LP entered into a $650 million non-recourse project finance facility to finance the construction of the Greenfield Energy Centre, a 1,005-MW natural gas-fired power plant currently under construction in St. Clair Township, Ontario, Canada. Greenfield is a limited partnership between subsidiaries of the Company and Mitsui & Co., Ltd., each of which holds a 50% interest in the Greenfield Energy Centre. The Greenfield Energy Centre is scheduled to commence commercial operations in 2008. Our investment in Greenfield LP is accounted for under the equity method, and our loss exposure is limited to the book value of our investment.

 

Reorganization Items — Reorganization items represent the direct and incremental costs related to our Chapter 11 cases, such as professional fees, pre-petition liability claim adjustments and losses that are probable and can be estimated, net of interest income earned on accumulated cash during the Chapter 11 process and gains on the sale of assets related to our restructuring activities. Our restructuring activities will likely result in additional charges for expected allowed claims, asset impairments and other reorganization items that could be material to our financial position or results of operations in any given period. The table below lists the significant items within this category for the month ended April 30, 2007 (in millions).

 

Provision for expected allowed claims(1)

 

$

(4

)

Professional fees

 

 

18

 

Interest (income) on accumulated cash

 

 

(3

)

Other(2)

 

 

39

 

Total reorganization items

 

$

50

 

__________

(1)

Represents our estimate of the expected allowed claims related primarily to guarantees of subsidiary obligations and the rejection or repudiation of leases and other executory contracts.

 

13

 


Index   Definitions

 

(2)

Other reorganization items consist primarily of adjustments for foreign exchange rate changes on LSTC denominated in a foreign currency and governed by foreign law and employee severance and incentive costs.

 

Liabilities Subject to Compromise

 

The amounts of LSTC at April 30, 2007, consisted of the following (in millions):

 

Provision for expected allowed claims(1)

 

$

5,998

 

Second Priority Debt(2)

 

 

3,672

 

Unsecured senior notes

 

 

1,880

 

Convertible notes

 

 

1,823

 

Notes payable and other liabilities – related party

 

 

1,116

 

Accounts payable and accrued liabilities

 

 

480

 

Total liabilities subject to compromise

 

$

14,969

 

__________

(1)

A significant portion of the provision for expected allowed claims represents our estimate of the expected allowed claims for U.S. Debtor guarantees of debt issued by certain of our deconsolidated Canadian subsidiaries. Some of the guarantee exposures are redundant; however, we determined the duplicative guarantees were probable of being allowed into the claim pool by the U.S. Bankruptcy Court, although we reserve all of our rights with respect to defending against such duplicative claims. Additionally, the provision for expected allowed claims includes estimates of claim amounts resulting from the rejection or repudiation of leases and other executory contracts. See below for a discussion of preliminary settlement developments with respect to the Canadian claims, the outcome of which could lead to material reductions in existing provisions for expected allowed claims.

(2)

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 collateralizing the obligations owing in respect of the Second Priority Debt is less than, equals or exceeds the amount of these obligations. Therefore, in accordance with the applicable accounting standards, we have classified the Second Priority Debt as LSTC.

 

Canadian Claims Preliminary Settlement Agreements — In April 2007, we reached a preliminary settlement with an ad hoc committee of bondholders related to Calpine Corporation guarantees of bonds issued by one of our Canadian subsidiaries which, if approved by the Bankruptcy Courts and consummated, may allow us to reduce the provision for expected allowed claims in LSTC relating thereto by an amount in excess of $700 million. Also, in May 2007, we reached a preliminary settlement with certain of our Canadian subsidiaries that are applicants in the CCAA proceedings pending in Canada which, if approved by the Bankruptcy Courts, would resolve virtually all major cross-border disputes among the parties and result in an additional material downward adjustment to the existing provision for expected allowed claims, the amount of which is currently being analyzed by the Company. Both settlement agreements are subject to execution of definitive documentation and, in addition to approval of the Bankruptcy Courts, are subject to approval by our board of directors and certain of our creditors.

 

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 Sheet and classified as LSTC, at the estimated amount of allowed claims. Interest expense related to pre-petition LSTC has been reported only to the extent that it will be paid during the pendency of the Chapter 11 cases or is permitted by the Cash Collateral Order or is expected to be an allowed claim. Liabilities not subject to compromise are separately classified as current or noncurrent. Income, expenses and

 

14

 


Index   Definitions

 

provisions for losses resulting from reorganization and certain other items directly related to our Chapter 11 cases are reported separately as reorganization items.

 

The Monthly Operating Statement is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the U.S. Bankruptcy Court. Certain of our Canadian subsidiaries were granted relief by the Canadian Court under the CCAA. As a result, certain of our Canadian and other foreign subsidiaries were deconsolidated as of the Petition Date. Financial information regarding such deconsolidated subsidiaries is not included with that of the consolidated group reported in the Monthly Operating Statement. The financial information in the Monthly Operating Statement is preliminary and unaudited and does not purport to show the financial statements of any of the U.S. Debtors in accordance with GAAP, and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosure items. We caution readers not to place undue reliance upon the Monthly Operating Statement. There can be no assurance that such information is complete and the Monthly Operating Statement may be subject to revision. The Monthly Operating Statement is in a format required by the Bankruptcy Code and should not be used for investment purposes. The Monthly Operating Statement should be read in conjunction with the consolidated financial statements and notes thereto included in the 2006 Form 10-K and the 2007 First Quarter Form 10-Q.

 

The unaudited financial statements contained in the Monthly Operating Statement have been derived from the books and records of the Company. This information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures, we believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this 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. Per agreement among the Company, the Office of the U.S. Trustee and the Committee of Unsecured Creditors, the Statement of Cash Flows is excluded from Monthly Operating Statements except on a quarterly basis.

 

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 gain of $2.8 million in April 2007, there was a $3.1 million unrealized gain, and we had a realized loss of $0.3 million. The realized loss included a non-cash gain of approximately $3.5 million from amortization of various items.

 

3.  Summary of Significant Accounting Policies

 

See Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in our 2006 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 the 2007 First Quarter Form 10-Q for a summary of the accounting policies that we believe are significant to us.

 

4.  Recent Accounting Pronouncements

 

In June 2006, the FASB issued FIN No. 48 “Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement 109.” FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

We adopted FIN 48 on January 1, 2007, as required. As of this date, we had an accrued liability of approximately $153 million related to uncertain tax positions, primarily related to federal, state and withholding taxes. Also included are estimated interest and penalties that we record to income tax expense. However, due to our ongoing Chapter 11 cases, some portion of this accrued amount may not be paid until we emerge from Chapter 11. There was no effect on the January 1,

 

15

 


Index   Definitions

 

2007, accumulated deficit balance as a result of the adoption of FIN 48. However, as a result of the adoption of FIN 48, we reduced our deferred tax assets by approximately $106 million. The decrease in the deferred tax assets was offset by an equal reduction in the related valuation allowance. In addition, future changes in the accrued liability for uncertain tax positions are not expected to impact our effective tax rate due to the existence of the valuation allowances.

 

The IRS completed its field examination of our U.S. income tax returns for the 1999 through 2002 tax years. The Joint Committee on Taxation is currently reviewing the examination report, and we expect the audit to be concluded during 2007. At that time, the 1999 through 2002 tax years will be effectively closed. We do not believe the examination will result in a material impact on our Consolidated Condensed Financial Statements. The 2003 through 2006 tax years are still subject to IRS examination. Due to significant NOLs incurred in these years, any IRS adjustment of these returns would likely result in a reduction of the deferred tax assets already subject to valuation allowances rather than a cash payment of taxes.

 

We are currently under examination in various states in which we operate. We anticipate that any state tax assessment will not have a material impact on our Consolidated Condensed Financial Statements. Following the deconsolidation of our Canadian and other foreign subsidiaries as of the Petition Date, we do not expect to incur any additional foreign tax liability.

 

SFAS No. 157

 

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

 

SFAS No. 159

 

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates with unrealized gains and losses on items for which the fair value option has been elected reported in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted provided that the entity also elects to apply SFAS No. 157. 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 Commodity Margin Deposits

 

Cash and Cash Equivalents — We have certain project finance facilities and lease agreements that establish segregated cash accounts. These accounts have been pledged as security in favor of the lenders to such project finance facilities, and the use of certain cash balances on deposit in such accounts with our project financed securities is limited, at least temporarily, to the operations of the respective projects. At April 30, 2007, $181 million of the cash and cash equivalents balance that was unrestricted 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

 

16

 


Index   Definitions

 

earning market rates; therefore, the carrying value approximates fair value. Such cash is excluded from cash and cash equivalents in the Consolidated Condensed Balance Sheet.

 

The table below represents the components of our consolidated restricted cash as of April 30, 2007, (in millions):

 

 

 

Current

 

Non-Current

 

Total

 

Debt service

 

$

74

 

$

111

 

$

185

 

Rent reserve

 

 

19

 

 

 

 

19

 

Construction/major maintenance

 

 

97

 

 

18

 

 

115

 

Security/project reserves

 

 

69

 

 

32

 

 

101

 

Collateralized letters of credit and other credit support

 

 

20

 

 

 

 

20

 

Other

 

 

36

 

 

17

 

 

53

 

Total

 

$

315

 

$

178

 

$

493

 

 

Of our restricted cash at April 30, 2007, $269 million relates to the assets of the following entities, each an entity with its existence separate from us and our other subsidiaries (in millions).

 

Power Contract Financing, L.L.C.

 

$

133

 

Gilroy Energy Center, LLC

 

 

34

 

Rocky Mountain Energy Center, LLC

 

 

29

 

Riverside Energy Center, LLC

 

 

35

 

Calpine King City Cogen, LLC

 

 

28

 

Metcalf Energy Center, LLC

 

 

6

 

Power Contract Financing III, LLC

 

 

4

 

 

 

$

269

 

 

Commodity Margin Deposits — As of April 30, 2007, to support commodity transactions, we had margin deposits with third parties of $336 million; we had a gas and power prepayment balance of $118 million; and had no letters of credit outstanding. Counterparties had deposited with us $0.3 million as margin deposits at April 30, 2007. Also, there were no letters of credit outstanding at April 30, 2007, that counterparties had posted with us. 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.  DIP Facility

 

On March 29, 2007, we completed the refinancing of the Original DIP Facility with our new $5.0 billion DIP Facility. The DIP Facility consists of a $4.0 billion senior secured term loan and a $1.0 billion senior secured revolving credit facility together with an uncommitted term loan facility that permits us to raise up to $2.0 billion of incremental term loan funding on a senior secured basis with the same priority as the current debt under the DIP Facility. In addition, under the DIP Facility, the U.S. Debtors have the ability to provide liens to counterparties to secure potential indebtedness arising from commodity and hedging agreements. The DIP Facility is priced at LIBOR plus 2.25% or base rate plus 1.25% and matures on the earlier of the effective date of a confirmed plan or plans of reorganization or March 29, 2009. We have the option to convert the DIP Facility into our exit financing, provided certain conditions are met, which would extend the maturity date to March 29, 2014. We expect the effective date of our plan or plans of reorganization will be within the next twelve months; therefore, borrowings under the DIP Facility are classified as current at April 30, 2007. In addition to refinancing the Original DIP Facility, borrowings under the DIP Facility were applied on March 29, 2007, to the repayment of the $2.5 billion outstanding principal amount of CalGen Secured Debt (see “— Repayment of CalGen Secured Debt” below).

 

17

 


Index   Definitions

 

The DIP Facility contains restrictions on the U.S. Debtors, including limiting their ability to, among other things: (i) incur additional indebtedness; (ii) create or incur liens to secure debt; (iii) lease, transfer or sell assets or use proceeds of permitted asset leases, transfers or sales; (iv) issue capital stock; (v) make investments; and (vi) conduct certain types of business.

 

Our ability to utilize the DIP Facility is subject to the DIP Order. Subject to the exceptions set forth in the DIP Order, the obligations of the U.S. Debtors under the DIP Facility are secured by (i) an allowed administrative expense claim in each of the loan parties’ Chapter 11 cases, (ii) a perfected first priority lien on, and security interest in, all present and after-acquired property of the U.S. Debtors not subject to a valid, perfected and non-avoidable lien in existence on the Petition Date or to a valid lien in existence on the Petition Date and subsequently perfected (excluding rights in avoidance actions), (iii) a perfected junior lien on, and security interest in, all present and after-acquired property of the U.S. Debtors that is otherwise subject to a valid, perfected and non-avoidable lien in existence on the Petition Date or a valid lien in existence on the Petition Date that is subsequently perfected and (iv) to the extent applicable, a perfected first priority priming lien on, and security interest in, all present and after-acquired property of the U.S. Debtors that is subject to the replacement liens granted pursuant to and under the Cash Collateral Order.

 

As of April 30, 2007, there was $4.0 billion outstanding under the term loan facility, nothing outstanding under the revolving credit facility, and $98 million of letters of credit were issued against the revolving credit facility.

 

Repayment of CalGen Secured Debt — On March 29, 2007, we repaid the approximately $2.5 billion outstanding principal amount of CalGen Secured Debt, primarily with borrowings under the DIP Facility term loan facility plus approximately $224 million of cash on hand at CalGen. To effectuate the repayment of the CalGen Secured Debt, the U.S. Debtors requested that the U.S. Bankruptcy Court allow the U.S. Debtors’ limited objection to claims filed by the holders of the CalGen Secured Debt. The U.S. Bankruptcy Court granted the U.S. Debtors’ limited objection in part, finding that the CalGen Secured Debt lenders were not entitled to a secured claim for a prepayment premium under the CalGen loan documents. However, the U.S. Bankruptcy Court granted the CalGen Secured Debt lenders an unsecured claim for damages. Specifically, the U.S. Bankruptcy Court held that (i) the holders of the CalGen First Lien Debt are entitled to an unsecured claim for damages in the amount of 2.5% of the outstanding principal, (ii) the holders of the CalGen Second Lien Debt are entitled to an unsecured claim for damages in the amount of 3.5% of the outstanding principal, and (iii) the holders of the CalGen Third Lien Debt are entitled to an unsecured claim for damages in the amount of 3.5% of the outstanding principal. Both we and the holders of the CalGen Secured Debt have filed notices of appeal to the SDNY Court seeking review of the DIP Order. Although the CalGen Secured Debt lenders are also seeking interest on their claims at the default rate, the U.S. Bankruptcy Court concluded that a decision on default interest would be premature at this time. Accordingly, we have not accrued any default interest for the CalGen Secured Debt as of April 30, 2007. Under the CalGen Secured Debt agreements, the lenders could receive additional default interest of 1% on the CalGen Notes and 2% on the CalGen Term Loans from December 21, 2005, through March 29, 2007.

 

18

 


Index   Definitions

SCHEDULE I

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

CONSOLIDATING CONDENSED BALANCE SHEET

(Unaudited)

(in millions)

April 30, 2007

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,194

 

$

134

 

$

 

$

1,328

 

Accounts receivable, net

 

 

37,701

 

 

2,545

 

 

(39,450

)

 

796

 

Inventories

 

 

100

 

 

28

 

 

 

 

128

 

Margin deposits and other prepaid expense

 

 

488

 

 

49

 

 

(9

)

 

528

 

Restricted cash, current

 

 

101

 

 

214

 

 

 

 

315

 

Current derivative assets

 

 

210

 

 

37

 

 

 

 

247

 

Other current assets

 

 

899

 

 

54

 

 

(872

)

 

81

 

Total current assets

 

 

40,693

 

 

3,061

 

 

(40,331

)

 

3,423

 

Property, plant and equipment, net

 

 

7,432

 

 

5,943

 

 

(1

)

 

13,374

 

Restricted cash, net of current portion

 

 

31

 

 

147

 

 

 

 

178

 

Investments

 

 

15,574

 

 

9,764

 

 

(25,141

)

 

197

 

Long-term derivative assets

 

 

333

 

 

66

 

 

 

 

399

 

Other assets

 

 

5,613

 

 

647

 

 

(5,211

)

 

1,049

 

Total assets

 

$

69,676

 

$

19,628

 

$

(70,684

)

$

18,620

 

LIABILITIES AND

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

608

 

$

1,598

 

$

(1,658

)

$

548

 

Accrued interest payable

 

 

384

 

 

53

 

 

(220

)

 

217

 

Debt, current

 

 

5,034

 

 

677

 

 

(710

)

 

5,001

 

Current derivative liabilities

 

 

320

 

 

79

 

 

 

 

399

 

Income taxes payable, current

 

 

36

 

 

 

 

 

 

36

 

Other current liabilities

 

 

263

 

 

102

 

 

(10

)

 

355

 

Total current liabilities

 

 

6,645

 

 

2,509

 

 

(2,598

)

 

6,556

 

Debt, net of current portion

 

 

4,890

 

 

4,714

 

 

(6,482

)

 

3,122

 

Deferred income taxes, net of current portion

 

 

357

 

 

242

 

 

 

 

599

 

Long-term derivative liabilities

 

 

433

 

 

91

 

 

 

 

524

 

Long-term liabilities

 

 

220

 

 

91

 

 

(11

)

 

300

 

Total liabilities not subject to compromise

 

 

12,545

 

 

7,647

 

 

(9,091

)

 

11,101

 

Liabilities subject to compromise

 

 

51,625

 

 

 

 

(36,656

)

 

14,969

 

Minority interests

 

 

 

 

 

 

268

 

 

268

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

32

 

 

5

 

 

(36

)

 

1

 

Additional paid-in capital

 

 

30,800

 

 

10,915

 

 

(38,446

)

 

3,269

 

Accumulated equity (deficit)

 

 

(25,277

)

 

1,070

 

 

13,277

 

 

(10,930

)

Accumulated other comprehensive loss

 

 

(49

)

 

(9

)

 

 

 

(58

)

Total stockholders’ equity (deficit)

 

 

5,506

 

 

11,981

 

 

(25,205

)

 

(7,718

)

Total liabilities and stockholders’ equity (deficit)

 

$

69,676

 

$

19,628

 

$

(70,684

)

$

18,620

 

 

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 millions)

For the Period from April 1, 2007 through April 30, 2007

 

 

 

 

U.S. Debtors

 

Non-U.S. Debtors

 

Eliminations

 

Consolidated

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity and steam revenue

 

$

567

 

$

197

 

$

(342

)

$

422

 

Sales of purchased power and gas for hedging and optimization

 

 

482

 

 

(1

)

 

(335

)

 

146

 

Mark-to-market activities, net

 

 

(1

)

 

3

 

 

 

 

2

 

Other revenue

 

 

42

 

 

 

 

(39

)

 

3

 

Total revenue

 

 

1,090

 

 

199

 

 

(716

)

 

573

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant operating expense

 

 

418

 

 

19

 

 

(376

)

 

61

 

Purchased power and gas expense for hedging and optimization

 

 

78

 

 

39

 

 

(3

)

 

114

 

Fuel expense

 

 

545

 

 

84

 

 

(337

)

 

292

 

Depreciation and amortization expense

 

 

24

 

 

15

 

 

 

 

39

 

Operating plant impairments

 

 

 

 

 

 

 

 

 

Operating lease expense

 

 

5

 

 

 

 

 

 

5

 

Other cost of revenue

 

 

6

 

 

6

 

 

 

 

12

 

Total cost of revenue

 

 

1,076

 

 

163

 

 

(716

)

 

523

 

Gross profit (loss)

 

 

14

 

 

36

 

 

 

 

50

 

Equipment, development project and other impairments

 

 

 

 

 

 

 

 

 

Sales, general and administrative expense

 

 

10

 

 

2

 

 

 

 

12

 

Other operating (income) expense

 

 

(135

)

 

22

 

 

114

 

 

1

 

Income (loss) from operations

 

 

139

 

 

12

 

 

(114

)

 

37

 

Interest expense

 

 

64

 

 

31

 

 

(4

)

 

91

 

Interest (income)

 

 

(10

)

 

(2

)

 

4

 

 

(8

)

Minority interest expense

 

 

 

 

 

 

(1

)

 

(1

)

Other (income) expense, net

 

 

(4

)

 

(2

)

 

1

 

 

(5

)

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

 

 

89

 

 

(15

)

 

(114

)

 

(40

)

Reorganization items

 

 

50

 

 

 

 

 

 

50

 

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

 

 

39

 

 

(15

)

 

(114

)

 

(90

)

Provision (benefit) for income taxes

 

 

2

 

 

1

 

 

 

 

3

 

Net income (loss)

 

$

37

 

$

(16

)

$

(114

)

$

(93

)

 

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.

 

20

 


Index   Definitions

 

SCHEDULE III

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

PAYROLL AND PAYROLL TAXES

(in millions)

For the Period from April 1, 2007 through April 30, 2007

 

 


Gross Wages Paid**

 

Employee Payroll
Taxes Withheld*

 

Employer Payroll
Taxes Remitted*

$15

 

$4

 

$1

 

 

*

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 April 6, 2007, April 13, 2007, April 20, 2007, and April 27, 2007.

 

21

 


Index   Definitions

 

SCHEDULE IV

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

FEDERAL, STATE AND LOCAL TAXES

COLLECTED, RECEIVED, DUE OR WITHHELD

(in millions)

For the Period from April 1, 2007, through April 30, 2007

 

 

 

 

 

Amount
Withheld/Accrued

 

Amount
Paid

 

Federal and state income taxes 

 

$

2

 

$

 

State and local taxes:

 

 

 

 

 

 

 

Property

 

 

 

 

5

 

Sales and use

 

 

1

 

 

2

 

Franchise

 

 

 

 

 

Other

 

 

 

 

 

Total state and local taxes

 

 

1

 

 

7

 

Total taxes

 

$

3

 

$

7

 

 

 

22

 


Index   Definitions

 

SCHEDULE V

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DISBURSEMENTS BY DEBTOR

For the Month Ended April 30, 2007

(in dollars)

 

 

Legal Entity

Case Number

Disbursements

 

Amelia Energy Center, LP

05-60223-BRL

$

 

Anacapa Land Company, LLC

05-60226-BRL

 

15,308

 

Anderson Springs Energy Company

05-60232-BRL

 

 

Androscoggin Energy, Inc.

05-60239-BRL

 

 

Auburndale Peaker Energy Center, LLC

05-60244-BRL

 

64,642

 

Augusta Development Company, LLC

05-60248-BRL

 

 

Aviation Funding Corp.

05-60252-BRL

 

 

Baytown Energy Center, LP

05-60255-BRL

 

998,771

 

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

 

192,700

 

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

 

468,611

 

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

 

 

Calpine Acadia Holdings, LLC

05-60265-BRL

 

 

Calpine Administrative Services Company, Inc.

05-60201-BRL

 

3,456,250

 

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

 

450,100

 

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

 

 

 

 

23

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Calpine Capital Trust

05-60325-BRL

 

 

Calpine Capital Trust II

05-60379-BRL

 

 

Calpine Capital Trust III

05-60384-BRL

 

 

Calpine Capital Trust IV

05-60391-BRL

 

 

Calpine Capital Trust V

05-60221-BRL

 

 

Calpine Central Texas GP, Inc.

05-60329-BRL

 

 

Calpine Central, Inc.

05-60333-BRL

 

 

Calpine Central, L.P.

05-60351-BRL

 

1,507,445

 

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

 

18,000

 

Calpine Construction Management Company, Inc.

05-60260-BRL

 

499,424

 

Calpine Corporation

05-60200-BRL

 

144,679,379

 

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

 

3,299

 

Calpine Energy Holdings, Inc.

05-60207-BRL

 

 

Calpine Energy Services Holdings, Inc.

05-60208-BRL

 

 

Calpine Energy Services, L.P.

05-60222-BRL

 

308,174,565

 

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

 

2,699,527

 

Calpine Geysers Company, LP

06-10939-BRL

 

17,040

 

Calpine Gilroy 1, Inc.

05-60240-BRL

 

 

Calpine Gilroy 2, Inc.

05-60241-BRL

 

 

Calpine Gilroy Cogen, L.P.

05-60243-BRL

 

192,772

 

Calpine Global Services Company, Inc.

05-60246-BRL

 

 

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

 

859,012

 

Calpine Hidalgo Design, L.P.

06-10039-BRL

 

 

Calpine Hidalgo Energy Center, L.P.

06-10029-BRL

 

4,647,346

 

Calpine Hidalgo Holdings, Inc.

06-10027-BRL

 

 

Calpine Hidalgo Power GP, LLC

06-10030-BRL

 

 

Calpine Hidalgo Power, LP

06-10028-BRL

 

 

 

 

24

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Calpine Hidalgo, Inc.

06-10026-BRL

 

 

Calpine International Holdings, Inc.

05-60205-BRL

 

 

Calpine International, LLC

05-60288-BRL

 

7,430

 

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

 

 

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

 

759,953

 

Calpine Operating Services Company, Inc.

05-60322-BRL

 

36,546,914

 

Calpine Operations Management Company, Inc.

05-60206-BRL

 

2,100

 

Calpine Pastoria Holdings, LLC

05-60302-BRL

 

 

Calpine Philadelphia, Inc.

05-60305-BRL

 

68,949

 

Calpine Pittsburg, LLC

05-60307-BRL

 

68,529

 

Calpine Power Company

05-60202-BRL

 

1,541

 

Calpine Power Equipment LP

05-60310-BRL

 

 

Calpine Power Management, Inc.

05-60319-BRL

 

 

Calpine Power Management, LP

05-60466-BRL

 

1,003,605

 

Calpine Power Services, Inc.

05-60323-BRL

 

533,818

 

Calpine Power, Inc.

05-60316-BRL

 

 

Calpine PowerAmerica, Inc.

05-60211-BRL

 

 

Calpine PowerAmerica, LP

05-60212-BRL

 

673,826

 

Calpine PowerAmerica-CA, LLC

05-60213-BRL

 

150,336

 

Calpine PowerAmerica-CT, LLC

05-60214-BRL

 

 

Calpine PowerAmerica-MA, LLC

05-60215-BRL

 

 

Calpine PowerAmerica-ME, LLC

05-60216-BRL

 

 

Calpine PowerAmerica-NH, LLC

06-10032-BRL

 

 

Calpine PowerAmerica-NY, LLC

06-10031-BRL

 

 

Calpine PowerAmerica-OR, LLC

06-10034-BRL

 

 

 

 

25

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Calpine Producer Services, L.P.

05-60217-BRL

 

9,311,313

 

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

 

1,562

 

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

 

7,254

 

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

 

869,797

 

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

 

859,442

 

Channel Power GP, LLC

05-60276-BRL

 

 

Channel Power, LP

05-60277-BRL

 

 

Clear Lake Cogeneration Limited Partnership

05-60278-BRL

 

506,532

 

CogenAmerica Asia Inc.

05-60372-BRL

 

 

CogenAmerica Parlin Supply Corp.

05-60383-BRL

 

 

Columbia Energy LLC

05-60440-BRL

 

562,712

 

Corpus Christi Cogeneration L.P.

05-60441-BRL

 

826,433

 

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

 

57,568

 

CPN Cascade, Inc.

05-60449-BRL

 

 

CPN Clear Lake, Inc.

05-60287-BRL

 

 

CPN Decatur Pipeline, Inc.

05-60290-BRL

 

 

CPN East Fuels, LLC

05-60476-BRL

 

 

CPN Energy Services GP, Inc.

05-60209-BRL

 

 

 

 

26

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

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

 

104,538

 

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

 

81,666

 

CPN Telephone Flat, Inc.

05-60306-BRL

 

15,107

 

Decatur Energy Center, LLC

05-60313-BRL

 

3,677,251

 

Deer Park Power GP, LLC

05-60363-BRL

 

 

Deer Park Power, LP

05-60370-BRL

 

 

Delta Energy Center, LLC

05-60375-BRL

 

3,219,650

 

Dighton Power Associates Limited Partnership

05-60382-BRL

 

 

East Altamont Energy Center, LLC

05-60386-BRL

 

94,212

 

Fond du Lac Energy Center, LLC

05-60412-BRL

 

 

Fontana Energy Center, LLC

05-60335-BRL

 

 

Freestone Power Generation LP

05-60339-BRL

 

920,479

 

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

 

5,392,754

 

Geysers Power I Company

05-60389-BRL

 

 

Goldendale Energy Center, LLC

05-60390-BRL

 

253,595

 

Hammond Energy LLC

05-60393-BRL

 

 

Hillabee Energy Center, LLC

05-60394-BRL

 

75,688

 

Idlewild Fuel Management Corp.

05-60397-BRL

 

 

JMC Bethpage, Inc.

05-60362-BRL

 

 

KIAC Partners

05-60366-BRL

 

6,423,240

 

Lake Wales Energy Center, LLC

05-60369-BRL

 

 

Lawrence Energy Center, LLC

05-60371-BRL

 

 

Lone Oak Energy Center, LLC

05-60403-BRL

 

 

Los Esteros Critical Energy Facility, LLC

05-60404-BRL

 

260,153

 

Los Medanos Energy Center LLC

05-60405-BRL

 

586,397

 

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

 

9,655

 

MEP Pleasant Hill, LLC

05-60334-BRL

 

250

 

Moapa Energy Center, LLC

05-60337-BRL

 

2,199

 

Mobile Energy L L C

05-60344-BRL

 

199,333

 

Modoc Power, Inc.

05-60346-BRL

 

 

Morgan Energy Center, LLC

05-60353-BRL

 

4,453,589

 

Mount Hoffman Geothermal Company, L.P.

05-60361-BRL

 

 

Mt. Vernon Energy LLC

05-60376-BRL

 

 

NewSouth Energy LLC

05-60381-BRL

 

5,377

 

 

 

27

 


Index   Definitions

 

 

Legal Entity

Case Number

Disbursements

 

Nissequogue Cogen Partners

05-60388-BRL

 

770,577

 

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

 

1,305,501

 

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

 

3,421,938

 

Philadelphia Biogas Supply, Inc.

05-60421-BRL

 

 

Phipps Bend Energy Center, LLC

05-60395-BRL

 

 

Pine Bluff Energy, LLC

05-60396-BRL

 

1,182,625

 

Power Investors, L.L.C.

05-60398-BRL

 

 

Power Systems MFG., LLC

05-60399-BRL

 

72,398

 

Quintana Canada Holdings, LLC

05-60400-BRL

 

 

RockGen Energy LLC

05-60401-BRL

 

2,446,550

 

Rumford Power Associates Limited Partnership

05-60467-BRL

 

 

Russell City Energy Center, LLC

05-60411-BRL

 

3,226

 

San Joaquin Valley Energy Center, LLC

05-60413-BRL

 

100,893

 

Silverado Geothermal Resources, Inc.

06-10198-BRL

 

157,524

 

Skipanon Natural Gas, LLC

05-60415-BRL

 

 

South Point Energy Center, LLC

05-60417-BRL

 

1,994,197

 

South Point Holdings, LLC

05-60419-BRL

 

 

Stony Brook Cogeneration, Inc.

05-60422-BRL

 

 

Stony Brook Fuel Management Corp.

05-60428-BRL

 

 

Sutter Dryers, Inc.

05-60430-BRL

 

 

TBG Cogen Partners

05-60432-BRL

 

388,360

 

Texas City Cogeneration, L.P.

05-60434-BRL

 

526,267

 

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

 

 

Tiverton Power Associates Limited Partnership

05-60357-BRL

 

 

Towantic Energy, L.L.C.

05-60364-BRL

 

20,392

 

VEC Holdings, LLC

05-60365-BRL

 

 

Venture Acquisition Company

05-60368-BRL

 

 

Vineyard Energy Center, LLC

05-60373-BRL

 

 

Wawayanda Energy Center, LLC

05-60378-BRL

 

 

Whatcom Cogeneration Partners, L.P.

05-60468-BRL

 

 

Zion Energy LLC

05-60380-BRL

 

325,450

 

 

 

 

 

 

TOTAL

 

$

560,254,836

 

 

 

28

 


Index   Definitions

 

SCHEDULE VI

CALPINE CORPORATION

(Debtor-in-Possession)

CASE No. 05-60200 (Jointly Administered)

DEBTORS’ STATEMENT REGARDING INSURANCE POLICIES

For the Period from April 1, 2007, through April 30, 2007

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

 

 

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