Spreadsheet: mary_fischer__25749__CalPERS-OTP Transaction
Sheet: Buyout

Enron Energy Services, LLC
OTPPB and CalPERS Buyout
Definitions
EES           Enron Energy Services, LLC
OTPPB       Ontario Teachers' Pension Plan Board
CalPERS    California Public Employees' Retirement Systems
TNPC         TNPC, Inc. (fka as EMW Energy Services Corp.)
JEDI II        Joint Energy Development Investments II L.P.
ECM II        Enron Capital Management II L.P.
ECM III       Enron Capital Management III L.P.
Per Unit Value Allocation
Common Stock |  | 2226.52
Special Warrant |  | 591.16
Investor Warrant |  | 0
 |  |  | Special Warrants |  |  | Common Stock
OTPPB Buyout Steps |  |  | Number |  |  | Number
EES distributes TNPC warrants and common stock to:
[NAME] exchanges with OTPPB |  |  | 9655 |  |  | 4566
OTPPB |  |  | 529 |  |  | 250
JEDI II (will be used in CalPERS buyout) |  |  | 390 |  |  | 184
Less: JEDI  II (will be used in CalPERS buyout)
Total TNPC warrants and common stock from EES used for OTPPB Buyout
CalPERS [NAME]
EES distributes TNPC warrants and common stock to:
Enron/Enron exchanges w/ CalPERS |  |  | 3617 |  |  | 1154
CalPERS |  |  | 69 |  |  | 22
ECM II & III/ ECM II & III sell to Enron/Enron exchanges w/ CalPERS |  |  | 69 |  |  | 22
[NAME] distributes TNPC interest from OTPPB Buyout to:
CalPERS |  |  | 195 |  |  | 92
ECM II and III --sell to Enron-- exchanges w/ CalPERS |  |  | 195 |  |  | 92
Total TNPC warrants and common stock from EES used for CalPERS Buyout
Total Warrants and Common Shares issued for [NAME]
BUYOUT SUMMARY |  |  | Warrant |  |  | Common Shares |  | Permanent |  | Temporary
OTPPB Buyout |  | Number | Tax Gain |  |  | Tax Gain |  | Difference |  | Difference
Warrants through Enron |  |  |  |  |  |  |  |  |  |  | Warrants
Warrants directly from EES (Dividends) |  |  |  |  |  |  |  |  |  |  | Warrants
Common Stock thourgh Enron |  |  |  |  |  |  |  |  |  |  | Note 1.
Common Stock directly from EES |  |  |  |  |  |  |  |  |  |  | Note 1.
CalPERS
Warrants through Enron |  |  |  |  |  |  |  |  |  |  | Warrants
Warrants directly from EES (Dividends) |  |  |  |  |  |  |  |  |  |  | Warrants
Common Stock thourgh Enron |  |  |  |  |  |  |  |  |  |  | Note 1.
Common Stock directly from EES |  |  |  |  |  |  |  |  |  |  | Note 1.
Total
 |  |  |  |  |  |  |  | Note 1: Computation of Temporary Adjustments
 |  |  |  |  |  |  |  | Common Shares:
 |  |  |  |  |  |  |  | (Common Shares/75000)* BOOK gain per SAB 51
SUMMARY
Net (Income)/Loss before Tax |  |  | 0
Permanent Adjustments
Gain From  Warrant Distribution for Buyout
Gain From  Common Stock Distribution for Buyout
Temporary Adjustments
Gain From  Warrant Distribution for Buyout
SAB 51 Gain on Common Stock
Total Taxable (Income)/Loss
Deferred Tax Liability   Dr/(Cr)
Gain From  Warrant Distribution for Buyout
SAB 51 Gain on Common Stock to Outside Investors
Realized Tax Gain
OTPPB Buyout |  | Units | Gain
Warrants through Enron |  | 9655
Warrants directly from EES (Dividends) |  | 529
Common Stock thourgh Enron |  | 4566
Common Stock directly from EES |  | 250
CalPERS
Warrants through Enron |  | 3881
Warrants directly from EES (Dividends) |  | 264
Common Stock thourgh Enron |  | 1268
Common Stock directly from EES |  | 114
 |  |  |  |  |  |  | Gain from Warrants not recognized--permanent difference
 |  |  |  |  |  |  | These gains were distributed for the buyouts.