SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM U-3A-2

Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935

To Be Filed Annually Prior to March 1

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PG&E CORPORATION

hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:

1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than
any exempt wholesale generator ("EWG") or foreign utility company in which claimant directly or indirectly
holds an interest.

1.

1.

PG&E Corporation ("Claimant")

California Corporation

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

A national energy services holding company based in San Francisco that, through its subsidiaries, provides energy services throughout North America.

1.

2.

Subsidiaries

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2.

1.

Elm Power Corporation

Delaware Corporation

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

Formed for the purpose of repurchasing shares of PG&E Corporation common stock.

1.

2.

2.

Pacific Gas and Electric Company ("Utility")

California Corporation

77 Beale Street, 32 nd Floor

San Francisco, CA 94105

The Utility is a wholly owned subsidiary of Claimant. It is an operating public utility engaged principally in the business of supplying electric and natural gas service throughout most of Northern and Central California.

1.

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2.

1.

Newco Energy Corporation

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

A holding company formed to own interests in several limited liability companies, resulting from reorganization of Pacific Gas and Electric Company.

1.

2.

2.

1.

1.

ETrans LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to own the electric transmission assets of reorganized Pacific Gas and Electric Company.

1.

2.

2.

1.

2.

GTrans LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to own the natural gas transmission assets of reorganized Pacific Gas and Electric Company.

1.

2.

2.

1.

3.

Electric Generation LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to own the electric generation assets of reorganized Pacific Gas and Electric Company.

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2.

2.

1.

3.

1

Balch 1 and 2 Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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Battle Creek Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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3.

Bucks Creek Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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4.

Chili Bar Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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5.

Crane Valley Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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6.

Desabla-Centerville Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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7.

Diablo Canyon LLC

California Limited Liability Company.

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold nuclear-electric generation assets.

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2.

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8.

Drum-Spaulding Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

2.

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9.

Haas-Kings River Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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10.

Hamilton Branch Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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11.

Hat Creek 1 and 2 Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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12.

Helms Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric pumped storage facility.

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2.

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13.

Kerckhoff 1 and 2 Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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14.

Kern Canyon Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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15.

Kilarc-Cow Creek Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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16.

McCloud-Pit Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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17.

Merced Falls Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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18.

Miocene Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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19.

Mokelumne River Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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20.

Narrows Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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21.

Phoenix Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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22.

Pit 1 Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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23.

Pit 3, 4 and 5 Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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24.

Poe Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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25.

Potter Valley Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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26.

Rock Creek-Cresta Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

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3.

27.

Spring-Gap Stanislaus Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

1.

2.

2.

1.

3.

28.

Tule River Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

1.

3.

29.

Upper NF Feather River Project LLC

California Limited Liability Company

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold hydro-electric generation assets.

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2.

2.

2.

Natural Gas Corporation of California

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formerly held GEDA (Gas Exploration Development Account) assets.

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2.

1.

NGC Production Company

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

A wholly-owned subsidiary of Natural Gas Corporation of California.

1.

2.

2.

2.

2.

Alaska Gas Exploration Associates

California General Partnership

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Alaska Gas Exploration Associates is 50% owned by Natural Gas Corporation of California.

1.

2.

2.

3.

Pacific Conservation Services Company

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formerly engaged in the borrowing and lending operations required to fund Pacific Gas and Electric Company's conservation loan programs.

1.

2.

2.

4.

Calaska Energy Company

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formerly Pacific Gas and Electric Company's representative in the Alaska Highway Pipeline Project, which was formed to bring Prudhoe Bay natural gas to the lower 48 states.

1.

2.

2.

5.

Eureka Energy Company

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formerly managed the Utah coal venture on behalf of Pacific Gas and Electric Company; currently holds the Marre Ranch property in San Luis Obispo County.

1.

2.

2.

6.

Standard Pacific Gas Line Incorporated

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Transportation of natural gas in California; Chevron Pipe Line Company owns 14.29% interest.

1.

2.

2.

7.

Pacific California Gas System, Inc.

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

A wholly-owned subsidiary of Pacific Gas and Electric Company, which holds the intrastate (PG&E) segment of the PGT-PG&E Pipeline Expansion project.

1.

2.

2.

8.

Pacific Energy Fuels Company

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formerly engaged in nuclear fuel management.

1.

2.

2.

9.

Pacific Gas Properties Company

California Corporation

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Formed to hold PG&E ES' investment in Pacific Property

1.

2.

2.

9.

1.

Pacific Properties

California General Partnership

77 Beale Street, 32nd Floor

San Francisco, CA 94105

Pacific Properties is 50% owned by Pacific Gas Properties Company. Formerly held Alaska and California properties, intended for LNG purposes.

1.

2.

2.

10.

Chico Commons, a California Limited Partnership

California Limited Partnership

77 Beale Street, 32nd Floor, Suite 2400

San Francisco, CA 94105

Chico Commons, L.P. is 41% owned by Pacific Gas and Electric Company as a limited partner. Chico Commons, L.P. was created to construct and own low income housing.

1.

2.

2.

11.

PG&E Capital I
Business Trust

77 Beale Street, 32nd Floor

San Francisco, CA 94105

PG&E Capital I, a business trust, is 3% owned by Pacific Gas and Electric Company. PG&E Capital I was formed as a special purpose financing vehicle for the purpose of issuing mandatorily redeemable preferred securities.

1.

2.

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12.

PG&E Funding, LLC

Delaware Limited Liability Company

245 Market Street, Rm 424

San Francisco, CA 94105

A direct subsidiary of Pacific Gas and Electric Company formed to own transition property and the issuance of securities.

1.

2.

2.

13.

201 Turk Street, L.P.

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

201 Turk Street, L.P. is 32.4% owned by Pacific Gas and Electric Company as a limited partner. 201 Turk Street, L.P. was created to construct and own a low income housing project.

1.

2.

2.

14.

1989 Oakland Housing Partnership Associates, L.P.

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

1989 Oakland Housing Partnership Associates, L.P. is owned 40% by Pacific Gas and Electric Company as a limited partner. 1989 Oakland Housing Partnership Associates, L.P. was created to construct and own low income housing.

1.

2.

2.

15.

1992 Oakland Regional Housing Partnership Associates, a California Limited Partnership

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

1992 Oakland Regional Housing Partnership Associates, L.P. is owned 17% by Pacific Gas and Electric Company as a limited partner. 1992 Oakland Housing Partnership Associates, L.P. was created to construct and own low income housing.

1.

2.

2.

16.

1994 Oakland Regional Housing Partnership Associates, a California Limited Partnership

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

1994 Oakland Regional Housing Partnership Associates, L.P. is owned 12% by Pacific Gas and Electric Company as a limited partner. 1994 Oakland Regional Housing Partnership Associates, L.P. was created to construct and own low income housing.

1.

2.

2.

17.

Pacific Gas and Electric Housing Fund Partnership, L.P.

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

Pacific Gas and Electric Housing Fund Partnership, L.P. is owned 99.9% by Pacific Gas and Electric Company as a limited partner. Pacific Gas and Electric Housing Fund Partnership, L.P., invests in projects that construct and own low income housing.

1.

2.

2.

18.

Merritt Community Capital Fund V, L.P.

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

Merritt Community Capital Fund V, L.P. is owned 2.2% by Pacific Gas and Electric Company as a limited partner. Merritt Community Capital Fund V, L.P., was created to construct and own low income housing.

1.

2.

2.

19.

Schoolhouse Lane Apartments L.P.

California Limited Partnership

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

Schoolhouse Lane Apartments, L.P. is owned 99% by Pacific Gas and Electric Company as a limited partner. Schoolhouse Lane Apartments, L.P., was created to construct and own low income housing.

1.

2.

2.

20.

PG&E Holdings, LLC

Delaware Limited Liability Company

77Beale Street, 32nd Floor

San Francisco, CA 94105

A direct subsidiary of Pacific Gas and Electric Company Formed for the purpose of holding repurchased shares of Pacific Gas and Electric Company.

1.

2.

2.

21.

PG&E CalHydro, LLC

California Limited Liability Company

One Market, Spear Tower, Suite 2400

San Francisco, CA 94105

Formed for the purpose of owning and operating a system of hydroelectric facilities and related watershed.

1.

2.

2.

22.

Alberta and Southern Gas Co., Ltd.
Alberta Corporation

1500 Bankers Hall
855-2nd Street S.W.
Calgary, Alberta T2P 4J7
Canada

A wholly-owned Canadian subsidiary of Pacific Gas and Electric Company formerly engaged in purchasing natural gas in Canada for the California market.

1.

2.

3.

PG&E National Energy Group, LLC

(formerly NEG Holdings, LLC)

Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed for the purpose of holding stock of PG&E National Energy Group, Inc.

1.

2.

3.

1.

PG&E National Energy Group, Inc.

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

A holding company formed for the purpose of owning, both directly and indirectly, subsidiary holding companies and subsidiary operating companies. The operating companies are predominately in the electric generation field.

1.

2.

3.

1.

1.

PG&E Enterprises

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed as a holding company for oil and gas, real estate, electric generation, and technology investments.

1.

2.

3.

1.

1.

1.

PG&E National Energy Group Holdings Corporation

(formerly PG&E Shareholdings, Inc.)

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Holding company for PG&E National Energy Group generating and energy trading subsidiaries.

1.

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3.

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1.

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1.

Properties Holdings, LLC

Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Holding company for PG&E Properties entities.

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3.

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1.

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Gilia Enterprises

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Real estate investment company; general partner in Marengo Ranch Joint Venture and Oat Creek Associates Joint Venture.

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3.

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1.

Marengo Ranch Joint Venture
California Partnership

4615 Cowell Blvd.
Davis, CA 95616

Land development in Sacramento County, California.

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3.

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2.

Oat Creek Associates Joint Venture
California Partnership

4615 Cowell Blvd.
Davis, CA 95616

Land development in Yolo County, California.

1.

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3.

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1.

1.

1.

2.

DPR, Inc.

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

A real estate investment company.

1.

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3.

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1.

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1.

3.

The Conaway Ranch Company

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Partner in the Conaway Conservancy Group.

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3.

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1.

Conaway Conservancy Group Joint Venture

California Partnership

4615 Cowell Blvd.

Davis, CA 95616

Owns property in Yolo County, California.

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3.

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1.

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1.

4.

BPS I, Inc.

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Limited partner in Alhambra Pacific Joint Venture.

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3.

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1.

1.

1.

5.

Alhambra Pacific Joint Venture

California Partnership

4615 Cowell Blvd.

Davis, CA 95616

Owns property in Yolo County, California.

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3.

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1.

1.

1.

6.

Valley Real Estate, Inc.
California Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD20814-6161

Real estate development.

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3.

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1.

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2.

PG&E Generating Company, LLC
Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Holding company for PG&E National Energy Group Company operating company activities.

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3.

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1.

PG&E Generating Energy Group, LLC
Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Holding company for PG&E National Energy Group merchant projects and USGen New England, Inc.

1.

2.

3.

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1.

PG&E Generating Energy Holdings, Inc.
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Formed to be the holding company for certain 1% membership interests in limited liability companies under PG&E Generating Energy Group, LLC.

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2.

Spencer Station Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Limited partner in Spencer Station Generating Company, L.P.

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3.

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3.

Badger Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Formed to own a membership interest in Badger Generating Company, LLC.

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3.

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1.

4.

MidColumbia Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Formed to own a membership interest in MidColumbia Generating Company, LLC.

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3.

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4.

1.

MidColumbia Generating Company, LLC
Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Proposed development project in the State of Washington.

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3.

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1.

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5.

Black Hawk III Power Corporation

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

General and limited partner in Lake Road Generating Company, L.P.; holds membership interest in Lake Road Power I, LLC.

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3.

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1.

5

1.

Lake Road Power I, LLC

Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed to own a partnership interest in Lake Road Generating Company, L.P.

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6.

Harlan Power Corporation

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

General and limited partner in Umatilla Generating Company, L.P.

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2.

3.

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6.

1.

Umatilla Generating Company, L.P.

Delaware Limited Partnership

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Electric generating facility to be located near Umatilla, Oregon.

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3.

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7.

Morrow Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Formed to own a membership interest in Morrow Generating Company, LLC.

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3.

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1

Morrow Generating Company, LLC
Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Formed to develop, construct, manage and own a 550 MW electric generating facility to be located in Morrow County, Oregon.

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3.

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1.

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8.

Peach IV Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

General partner in Lake Road Generating Company, L.P.

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3.

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1.

Lake Road Power II, LLC

Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed to hold a partnership interest in Lake Road Generating Company, L.P.

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3.

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9.

Juniper Power Corporation

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

General partner in Umatilla Generating Company, L.P.

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3.

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1.

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1.

10.

Plover Power Corporation

California Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

General and limited partner in Mantua Creek Generating Company, L.P. and Mantua Creek Urban Renewal, L.P.

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3.

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11.

Beech Power Corporation

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

General partner in Mantua Creek Generating Company, L.P. and Mantua Creek Urban Renewal, L.P.

1.

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3.

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11.

1.

Mantua Creek Urban Renewal, L.P.

Delaware Limited Partnership

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Special purpose tax partnership formed to own and lease the Mantua Creek Project.

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3.

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1.

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12.

First Arizona Land Corporation

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed to enter into real estate options in the State of Arizona for the Harquahala Project.

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3.

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13.

First California Land Corporation

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed to enter into real estate options and/or leases in the State of California.

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3.

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14.

PG&E Generating New England, Inc.

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Formed to own a 100% membership interest in PG&E Generating New England, LLC.

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14.

1.

PG&E Generating New England, LLC

Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Inactive.

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15.

Attala Power Corporation

Delaware Corporation

7500 Old Georgetown Road, 13th Floor

Bethesda, MD 20814-6161

Owns Attala Generating Company, LLC.

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3.

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16.

Kentucky Hydro Holdings, LLC
Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Holding company formed to acquire an equity interest in two (2) hydro generating projects in Kentucky.

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San Gorgonio Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Owns Mountain View Power Partners, LLC and Mountain View Power Partners II, LLC.

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GenHoldings I, LLC
Delaware Limited Liability Company

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

To serve as borrower for construction financing for Athens, Covert and Harquahala (Millenium is included as equity) projects.

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Osprey Power Corporation
California Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

General and limited partner in Millennium Power Partners, L.P.; owns Magnolia Power Corporation.

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Magnolia Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

General Partner in Millennium Power Partners, L.P.

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Black Hawk Power Corporation
California Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

General and limited partner in Athens Generating Company, L.P.

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Peach I Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

General partner in Athens Generating Company, L.P.

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Harquahala Power Corporation
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Owns membership interest in Harquahala Generating Company, LLC.

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Long Creek Power Corporation
(formerly Kennerdell Power Corporation)
Delaware Corporation

7500 Old Georgetown Road, 13th Floor
Bethesda, MD 20814-6161

Formed to own a membership interest in Long Creek Generating Company, LLC.

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Long Creek Generating Company, LLC
(formerly Kennerdell Generating Company, LLC)
Delaware Limited Liability Company