Spreadsheet: mary_fischer__25749__CalPERS-OTP Transaction
Sheet: Summary

EES, LLC- Initial Equity Capitalization of TNPC, Inc.; Buyout; TNPC, Inc. Warrant  Monetization
 |  |  | Value per Warrant:  591.16 |  | Value per Warrant:  591.16 |  | Value per Warrant:  591.16 |  | Value per Warrant:  591.16 |  | Value per Warrant:  591.16 |  | Value per Warrant:  2,149.75 |  |  |  |  | Warrants |  | Warrants
 | 1999-12-01 00:00:00 |  | 2000-01-06 00:00:00 |  | 2000-04-01 00:00:00 |  | 2000-06-01 00:00:00 |  | 2000-03-01 00:00:00 |  | 2000-06-01 00:00:00 |  | 2000-09-01 00:00:00 |  |  | Total |  | Remaining: |  | Monetized
 |  |  | (received 225,000 warrants ) |  | (used 10,184 Warrants) |  | (used 4,145 Warrants) |  | 33,832 Warrants |  | 42,290 Warrants |  | 13,959 Warrants
 | Execution |  | Funding |  | OTPPB Buyouts |  | CalPERS Buyout |  | Monetization |  | Monetization |  | Monetization
(Income)/Loss Before Tax | -39814000
Permanent Adjustments
Gain From  Warrants Distributed for Buyout |  |  |  |  |  | 2 |  | 2
Gain From  Common Shares Distributed for Buyout |  |  |  |  |  | 3,1 |  | 3,1
Total Permanent Adjustments
(Income)/Loss After Permanent Adjustments
Temporary Adjustments
SAB 51 Gain on Common Stock | 41747250 | 1 |  |  |  | 3,1 |  | 3,1
Gain on Warrants Transferred to EES |  |  |  | 2 |  | 2 |  | 2
Transaction Expense | -433250
FAS 125 Monetization of Warrants |  |  |  |  |  |  |  |  |  | 2 |  | 2 |  | 2
Total Temporary Adjustments
Taxable (Income)/Loss |  | 1
Current Tax Expense/(benefit)
Deferred Tax Expense/(benefit)
Total Tax Expense/(benefit)
Notes:
1.  Section 351 Transaction -gain deferred.
Deferral will reverse as equity losses are recorded and/or
stock is exchanged with 3rd party.
Recorded on entity 51V, a division of 985.
In 1999, TAX deducted 1.5 million of transaction expenses.
2.  For tax purposes warrants considered boot--gain not deferred.
See Reg.1.351-1(a)(1)ii.
BOOKS did not recognize gain on warrants.
TAX deferral will reverse as warrants are monetized or
exchanged with 3rd party.
Monetizations recorded on entity 985.
3.  Common shares used in buyouts triggered recognition
of $13.8 million of $41,314,000 deferred gain.
Allocate gain between temporary and permanent adjustments.
[NAME] for temporary adjustment allocation:
(Common Shares used in Buyout divided by 75,000 [NAME] ) times BOOK gain per SAB 51
Deferred Federal Income Tax Asset/(Liability)
Common Stock
Warrants
Transaction Expenses
WHAT'S IN TIS
 | 1999-12-01 00:00:00 |  | Sept 2000 |  | July 2000 |  | July 2000 |  | Sept 2000 |  | Sept 2000 |  | Sept 2000 |  |  | Sept 2000
Net (Income)/Loss Before Tax | -39814000 | 7
Permanent Adjustments
Gain From  Warrants Distributed for Buyout
Gain From  Common Shares Distributed for Buyout |  |  |  |  |  | 8
Total Permanent Adjustments
Temporary Adjustments
Gain on Common Stock | 39814000 | 7
Gain on Warrants Transferred to EES |  |  | -133011000
Transaction Expense | 1500000 | 7
FAS 125 Monetization of Warrants
Total Temporary Adjustments
Taxable (Income)/Loss
Current Tax Expense/(benefit)
Deferred Tax Expense/(benefit)
Total Tax Expense
Note 7.  Adjustment on Entity 51V
Note 8.  Adjustment on Entity 25D
Computation:   22,270,703 less 988,314