ML022130366

Supplemental Request for Hearing & Petition to Intervene by San Luis Obispo Mothers for Peace, Avila Valley Advisory Council, Peg Pinard, Cambria Legal Defense Fund, Central Coast Peace & Environmental Council, Environmental Ctr... - Page 1

ML022130366
Person / Time
Site:	Diablo Canyon
Issue date:	07/18/2002
From:	Curran D Avila Valley Advisory Council, Central Coast Peace & Environmental Council, Environmental Ctr of San Luis Obispo County, Harmon, Curran, Harmon, Curran, Spielberg & Eisenberg, LLP, Nuclear Age Peace Foundation, Peg Pinard, San Luis Obispo Cancer Action Now, San Luis Obispo Chapter of Grandmothers for Peace International, San Luis Obispo Mothers for Peace, Santa Margarita Area Residents Together, Sierra Club, Santa Lucia Chapter, Surfrider Foundation, Ventura County Chapter
To:	Atomic Safety and Licensing Board Panel
Byrdsong A T
Shared Package
ML022130389	List: ML022100213 ML022130366 ML022130383
References
+sispmjr200505, -nr, -RFPFR, 72-26-ISFSI, ASLBP 02-801-01-ISFSI, RAS 4669
Download: ML022130366 (117)

Text

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION BEFORE THE ATOMIC SAFETY AND LICENSING BOARD In the matter of Docket # 72-26 Pacific Gas and Electric Company Diablo Canyon Nuclear Power Plant Unit Nos. 1 and 2 Independent Spent Fuel Storage Installation July 18, 2002 SUPPLEMENTAL REQUEST FOR HEARING AND PETITION TO INTERVENE BY SAN LUIS OBISPO MOTHERS FOR PEACE, AVILA VALLEY ADVISORY COUNCIL, PEG PINARD, CAMBRIA LEGAL DEFENSE FUND CENTRAL COAST PEACE AND ENVIRONMENTAL COUNCIL ENVIRONMENTAL CENTER OF SAN LUIS OBISPO, NUCLEAR AGE PEACE FOUNDATION, SAN LUIS OBISPO CHAPTER OF GRANDMOTHERS FOR PEACE INTERNATIONAL, SAN LUIS OBISPO CANCER ACTION NOW, SANTA MARGARITA AREA RESIDENTS TOGETHER, SANTA LUCIA CHAPTER OF THE SIERRA CLUB, AND VENTURA COUNTY CHAPTER OF THE SURFRIDER FOUNDATION In accordance with the Nuclear Regulatory Commission's ("NRC's" or "Commission's")

"Rules of Practice for Domestic Licensing Proceedings" in 10 CFR Part 2, and the Atomic Safety and Licensing Board's ("ASLB's) Initial Prehearing Conference Order of June 6, 2002, the San Luis Obispo Mothers for Peace (SLOMFP), Avila Valley Advisory Council ("AVAC"), Peg Pinard, Cambria Legal Defense Fund, Central Coast Peace And Environmental Council, Environmental Center Of San Luis Obispo, Nuclear Age Peace Foundation, San Luis Obispo Chapter of Grandmothers For Peace International, San Luis Obispo Cancer Action Now, Santa Lucia Chapter of the Sierra Club, and Ventura County Chapter of the Surfrider Foundation, hereby submit contentions challenging the adequacy of Pacific Gas & Electric Company's

("PG&E's") December 21, 2001, application for a license for an independent spent fuel storage

2 installation (ISFSI) at the Diablo Canyon Nuclear Power Plant. SLOMFP will act as a lead intervenor with respect to all of these contentions. As demonstrated below, the contentions satisfy the NRC's admissibility requirements in 10 C.F.R. § 2.714(b).

CONTENTIONS TECHNICAL CONTENTIONS TC-1 Inadequate Seismic Analysis Contention: In Section 2.6 of the SAR, PG&E claims to satisfy Appendix A of 10 C.F.R. Part 100 and 10 C.F.R. § 72.102, which provide criteria for seismic design of nuclear facilities and ISFSIs. However, the seismic analysis presented by PG&E does not consider a number of significant seismic features in the area of the Diablo Canyon plant. As a result, the design basis earthquake for the proposed ISFSI cannot be considered reasonable or conservative for purposes of protecting public health and safety against the effects of earthquakes.'

Basis: There are a number of serious shortcomings in the evaluation of seismic issues and design considerations that are presented in the Safety Analysis Report (SAR) and Environmental Report (ER) for the ISFSI at Diablo Canyon. The foremost problem with PG&E's seismic analysis is its failure to consider the threat posed by large reverse or thrust fault earthquakes in the vicinity of the Diablo Canyon site. While PG&E correctly considers the Hosgri fault zone to constitute the constraining seismic source for the facility, PG&E incorrectly and nonconservatively assumes that it is a purely strike-slip fault (SAR p.2.6-33). The nonconservatism is increased by the fact that PG&E also assumes that the fault is a vertical fault 1 This contention is supported by the Declaration of Dr. Mark R. Legg, attached as Exhibit 1

3 (SAR p. 2.6-30), rather than east dipping. Finally, using this nonconservative fault geometry, PG&E places the fault in a nonconservative location.

Incorrect Assumption of strike-slip faulting. PG&E assumes the Hosgri fault is a strike-slip fault rather than an oblique-reverse or thrust fault (SAR p. 2.6-33). As a result, the ground motions calculated by PG&E are lower than they should be. To assume that only strike slip faulting on a vertical Hosgri fault represents the most severe seismic threat to the Diablo Canyon site understates the hazard. One must also consider the oblique fault character, with thrust or reverse slip in combination with the right-slip.

The oblique fault character of the Hosgri fault zone is demonstrated by three decades or more of geological and seismological investigation in the vicinity of Diablo Canyon. A list of references that describe the fault character of the Hosgri fault and tectonic style of the region is listed at the end of the contention. This list is incomplete, providing only a sampling of the relevant investigations. These investigations have yielded ample data to show the character and locations of the major active fault systems that pose serious earthquake threats to the DCPP and ISFSI. PG&E provides much of this important data from its Long Term Seismic Program (LTSP; SAR Figs. 2.6-40, 41, 42). These data show that the south-central California coastal zone is an area dominated by oblique-shortening. A combination of right-slip, as expressed by the San Andreas fault system, in concert with northeast-directed compression, due to as yet poorly understood tectonic plate boundary processes, has controlled the earthquake and geologic deformation of the region for the past 3-6 Million years (Page, 1981; Nicholson and Crouch, 1989; Sorlien, 1994). This deformation is expressed in the regional geology by the widespread thrust and reverse faulting as well as the major geologic folding (Crouch and others, 1986;

4 Namson and Davis, 1990; Clark and others, 1991; Nicholson and others, 1992). Most likely the parallel trends of faults and fold axes are directly related to the oblique character of this deformation, that is due to the combined interaction of the strike-slip associated with the Pacific North America transform fault plate boundary and the northeast-directed compression.

Geologists use the word transpression to describe this tectonic style.

The credibility of the proposed large oblique-reverse earthquake scenario is amply demonstrated in the existing geological and seismological data acquired over the past decades of research in the south-central California coastal region. First, the overall transpressional character (combination of strike-slip and compression) of the region has been described in numerous published and unpublished technical papers. The earthquake history and active seismicity show this character in the focal mechanisms and the broad distribution of microseismicity, without well-defined vertical fault planes over much of the region, are consistent with the complex patterns of faulting expected in such a transpressional environment (SAR Figs. 2.6-40,4 1). The seismic reflection data, including the high-quality, deep penetration, multichannel seismic profiles show this complexity, although the deeper structure (below about 3-4 km where large earthquakes initiate) is poorly imaged (Ewing and Talwani, 1991; Clark and others, 1991; McIntosh and others, 1991; Meltzer and Levander, 1991; Nicholson and others, 1992; Sorlien, 1994). The complexity of the geological structure is one of the main reasons why the data quality of the seismic reflection profiles deteriorates with depth in this and other active tectonic areas. Last, the geology as mapped at the surface on land, inferred from seismic profiles and well logs offshore, and inferred into the subsurface by geological methods is consistent with this overall structural and tectonic style (Page, 1981; Crouch and others, 1986; Namson and Davis,

5 1990; Guptil and others 1991; Sorlien, 1994). Consequently, PG&E must carefully re-evaluate the seismic hazard at the Diablo Canyon nuclear facilities to include the real potential for large oblique-reverse earthquake ruptures in close proximity to the subject site before the NRC can consider licensing the ISFSI.

Assumption of vertical faulting. An important effect of considering an oblique-reverse character for major earthquakes along the Hosgri fault zone is to realize that the fault is not vertical, but instead has an east to northeast dip. Seismic reflection profiles in the area, from the EDGE and PG&E multichannel seismic work (Ewing and Talwani, 1991; Clark and others, 1991; Meltzer and Levander, 1991; McIntosh and others, 1991; Trehu, 1991) as well as proprietary petroleum exploration industry data (Crouch and others, 1986; Namson and Davis, 1990) show numerous east-dipping reverse or thrust faults in the region, including faults within the mapped Hosgri fault zone. Some scientists suggested more than a decade ago that the Hosgri fault is listric in character, going from a steep fault at the surface into a shallow east-dipping thrust fault at depth and merging into a regional d6collement or detachment fault (Crouch and others, 1986; Namson and Davis, 1990). Such regional detachment fault systems have now been identified throughout the southern California region (e.g., Rivero and others, 2000), and shallow dipping blind faults that cut upwards into the shallow crust above these detachments are the source of recent damaging "blind thrust" earthquakes. California examples include the 1983 Coalinga, 1987 Whittier-Narrows, and 1994 Northridge earthquakes. An excellent example of a blind-thrust earthquake associated with a well-known right-slip (assumed vertical strike-slip) fault is the 1989 Loma Prieta earthquake along the Santa Cruz Mountains segment of the San Andreas fault. Thus, it is reasonable and prudent to consider such earthquake sources along the

6 Hosgri fault zone in proximity to the Diablo Canyon site. With an east to north-east dip, the closest distance of the fault surface to the DCPP and ISFSI is significantly closer than (4.5 km SAR p. 2.6-32) used in the design ground motion evaluations, and the epicenter of such an earthquake could lie directly beneath the subject site (epicentral distance equals zero).

This is significant for the Diablo Canyon seismic analysis, because strong ground motion (shaking) from moderate to large reverse or thrust earthquakes tends to be greater at a specified source-to-site distance and source magnitude than for pure strike-slip earthquakes (Abrahamson and Silva, 1997; Boore and others, 1997). The recent 1999 Izmit earthquake in Turkey showed the relatively lower shaking amplitudes for a large (Magnitude=7.6) strike-slip earthquake (Anderson and others, 2001) compared to shaking values in the near source of the moderate (Magnitude=6.7) 1994 Northridge blind-thrust earthquake (Darragh and others, 1995). For an east to northeast-dipping, oblique-reverse, Hosgri fault earthquake source, reverse fault character creates an additional increase in expected ground motions because of the hanging wall effect seismic energy trapped between the fault and ground surface (in the hanging wall), further amplifies the shaking levels. Failure to account for this realistic fault rupture scenario in the design and operation of the DCPP and ISFSI represents a serious shortcoming in the analyses presented by PG&E. This oversight, or selective ignorance, could result in a serious understatement of the seismic hazard at the subject site, and thus may represent a more serious threat to the public and the environment than the SAR and ER suggest.

Nonconservative assumption re location of fault. PG&E exacerbates the nonconservatism of its analysis by locating the active fault plane used to determine the design ground motions along the western side of the 3-5 km (2-3 miles) wide zone recognized as the

7 Hosgri fault zone in this area. (SAR Fig. 2.6-4; SAR p. 2.6-32). By using a vertical fault plane and placing this plane on the more distant side of the fault zone, PG&E maximizes the effective distance of the potential earthquake fault rupture source away from the subject site. As a result, PG&E underestimates the level of ground motion of potential large earthquakes.

Additional amplification factors due to site location in the near-source region of the active fault zone include focusing (directivity) and fling (SAR p. 2.6-33,34). These factors are considered in the SAR, but not for an east to northeast-dipping, oblique-reverse fault rupture scenario. Added to the hanging wall and reverse fault factors would further increase the expected ground motions at the site. That such earthquakes are not only possible, but likely in the region is well demonstrated by the data from the LTSP (SAR Fig. 2.6-42) which shows numerous reverse, thrust and oblique-reverse earthquake focal mechanisms in addition to the right-slip earthquakes typical of the San Andreas fault system. Indeed, the largest historical earthquake in the region, the 1927 Lompoc earthquake (Magnitude=7.3) had a reverse or thrust mechanism.

PG&E consultants relocated the epicenter of that event as farther offshore (Helmberger and others, 1992) than other studies of this earthquake (Gawthrop, 1978; Hanks, 1979). Measured coastal strain in the area of Point Arguello and the observed tsunami demonstrate the dip-slip character of this important earthquake. To remove the largest historical event in the region from real consideration in the seismic hazard analysis of the Diable Canyon facility is nonconservative. Clearly, a reasonable and prudent evaluation of seismic hazard at Diablo Canyon would consider a similar earthquake located immediately adjacent to the site with the appropriate east to northeast fault dip. To ignore history will likely force us to relive such events,

8 only with the potential for catastrophic consequences if unsafe nuclear materials facilities are located in harm's way.

Because the design earthquake parameters, including fault rupture, character, magnitude and geometry, define all the other relevant seismic issues necessary for safe design and operation of the Diablo Canyon nuclear facilities, re-evaluation of the earthquake source with an oblique reverse focal mechanism will require re-evaluation of all the subsequent secondary hazard issues, including earthquake-induced slope failure, liquefaction or lurching (surficial ground failures due to extreme shaking), tsunami, and possible secondary faulting in the hanging wall of the active fault surface beneath the coastline. The numerous minor bedrock faults observed crossing the Diablo Canyon site indeed may represent the geologic record of such secondary faulting occurrences during prehistoric large earthquakes on the coastal fault system. As pre-existing discontinuities in the surficial geologic structure, these minor faults certainly represent likely candidate locations for such secondary fault ruptures during large coastal earthquakes.

Furthermore, tectonic strain or permanent ground deformation in the hanging wall of an east to northeast-dipping oblique-reverse fault earthquake under the Diablo Canyon site may occur.

Such strain is likely responsible for the uplift of the coast observed geologically as the elevated Pleistocene marine terraces and possibly in the numerous folds crossing the site. Such permanent ground deformation has also been ignored in the PG&E SAR and ER.

References:

Abramson, N. A., and Silva, W.J., 1997, Empirical response spectral attenuation relations for shallow crustal earthquakes: Seismological Research Letters, v. 68, p.94-127.

9 Anderson, J.G., Sucuoglu, H., Erberik, A., Yilmaz, T., Inan, E., Durukal, E., Erdik, M.,

Anosshehpoor, R., Brune, J.N., and Ni, S.-D, 2001, Ground motions: implications for seismic hazard analysis: in 1999 Kocaeli, Turkey Earthquake Reconnaissance Report, Youd, T.L.,

Bardet, J.-P., and Bray, J.D., eds., Earthquake Spectra, v. 16 (suppl. A), p. 113-137.

Boore, D.M., Joyner, W.B., and Fumal, T.E., 1997, Equations for estimating horizontal response spectra and peak acceleration from western North American earthquakes: A summary of recent work: Seismological Research Letters, v. 68, p. 128-154.

Crouch, J.K., Bachman, S.B., and Shay, J.T., 1986, Post-Miocene compressional tectonics along the central California margin: in Crouch, J.K., and Bachman, S.B., eds., Tectonics and Sedimentation along the California Margin: Pacific Section SEPM guidebook, p. 37-54.

Clark, D.H., Hall, N.T., Hamilton, D.H., and Heck, R.G., 1991, Structural analysis of late Neogene deformation in the central offshore Santa Maria Basin, California: Journal of Geophysical Research, v. 96, p. 6435-6457.

Darragh, R., Shakal, A., and Huang, M., 1995, Strong ground motion data from the 1994 Northridge, California, earthquake: in Woods, M.C., and Seiple, W.R., eds., The Northridge, California, Earthquake of 17 January 1994, California Division of Mines and Geology Special Report 116, p. 55-64.

Ewing, J., and Talwani, M., 1991, Marine deep seismic reflection profiles off central California:

Journal of Geophysical Research, v. 96, p. 6423-6433.

Gawthrop, W., 1978, The 1927 Lompoc, California earthquake: Bulletin of the Seismological Society of America, v. 68, p. 1705-1716.

10 Guptil, P.D., Heath, E.G., and Waggoner, J.T., 1991, Los Alamos-Baseline fault trend, Santa Barbara County, California: in Lewis, L., Hubbard, P., Heath, E., and Pace, A., eds., Southern Coast Ranges, South Coast Geological Society Field Trip Guidebook, p. 217-296.

Hanks, T.C., 1979, The Lompoc, California, earthquake (November 4, 1927; M = 7.3) and its aftershocks: Bulletin of the Seismological Society of America, v. 69, p. 451-462.

Helmberger, D.V., Somerville, P.G., and Garnero, E., 1992, The location and source parameters of the Lompoc, California earthquake of 4 November 1927: Bulletin of the Seismological Society of America, v. 82, p. 1678-1709.

McIntosh, K.D., Reed, D.L., Silver, E.A., and Meltzer, A.S., 1991, Deep structure and structural inversion along the central California continental margin from EDGE seismic profile RU-3:

Journal of Geophysical Research, v. 96, p. 6459-6473.

Meltzer, A.S., and Levander, A.R., 1991, Deep crustal reflection profiling offshore southern central California: Journal of Geophysical Research, v. 96, p. 6475-6491.

Namson, J., and Davis, T.L., 1990, Late Cenozoic fold and thrust belt of the southern Coast Ranges and Santa Maria Basin, California: American Association of Petroleum Geologists Bulletin, v. 74, p. 467-492.

Nicholson, C. and Crouch, J.K., 1989, Neotectonic structures along the central and southern California margin: Predominately a thrust regime? Seismological Research Letters, v. 60, p.

23-24.

Nicholson, C., Sorlien, C.C., and Luyendyk, B.P., 1992, Deep crustal structure and tectonics in the offshore Santa Maria Basin, California: Geology, v. 20, p. 239-242.

11 Page, B.M., 1981, The southern Coast Ranges: in Ernst, W.G., ed., The Geotectonic Development of California, Rubey Volume 1, p. 329-417.

Rivero, C. Shaw, J.H., and Mueller, K., 2000, Oceanside and Thirtymile Bank blind thrusts:

Implications for earthquake hazards in coastal southern California: Geology, v. 28, p. 891 894.

Sorlien, C. C, 1994, Structure and Neogene evolution of offshore Santa Maria Basin and western Santa Barbara Channel, California: Ph.D. dissertation, University of California, Santa Barbara, 228 p.

Trehu, A., 1991, Tracing the subducted oceanic crust beneath the central California continental margin: Results from ocean bottom seismometers deployed during the 1986 Pacific Gas and Electric EDGE experiment: Journal of Geophysical Research, v. 96, p. 6493-6506.

TC-2. PG&E's Financial Qualifications Not Demonstrated Contention: PG&E has failed to demonstrate that it meets the financial qualifications requirements of 10 C.F.R. § 72.22(e).2 Basis: Pursuant to 10 C.F.R. § 72.22(e), PG&E must submit, with its application:

Information sufficient to demonstrate to the Commission the financial qualifications of the applicant to carry out, in accordance with the regulations in this chapter, the activities for which the license is sought. The information must state the place at which the activity is to be performed, the general plan for carrying out the activity, and the period of time for which the license is requested. The information must show that the applicant either possesses the

12 necessary funds, or that the applicant has reasonable assurance of obtaining the necessary funds, or that by a combination of the two, the applicant will have the necessary funds available to cover the following:

(1) Estimated construction costs; (2) Estimated operating costs of the planned life of the ISFSI; (3) Estimated decommissioning cots, and the necessary financial arrangements to provide reasonable assurance prior to licensing that decommissioning will be carried out after the removal of spent fuel and/or high-level radioactive waste from storage.

1. Overview PG&E's claim that it has met the financial qualification requirement fails for five reasons.

First, it is currently in a contested bankruptcy and may or may not emerge from that bankruptcy intact. Second, PG&E's claim that since it is a regulated utility its financial qualification is assured, is incorrect. Third, PG&E's claim that since it is a regulated utility the NRC should assume financial qualification is disingenuous, since the plan it has proposed in the bankruptcy proceeding has Diablo Canyon and the ISFSI owned and operated by other non-utility entities.

Fourth, PG&E's current financial condition is dubious, with access to credit markets unreliable and very costly, as reported by PG&E itself and its auditors. And fifth the PG&E conglomerate is currently the target of multi-billion dollar litigation for fraud by the California Attorney General. This litigation may well have a substantial adverse impact on PG&E's aspiration to emerge from the bankruptcy as a financially viable entity.

2 This contention is supported by the Declaration of Michael F. Sheehan, Ph.D., in Support of Intervenors' Financial Qualifcation Contention (July 18, 2002), which is attached as Exhibit 2.

13

2. PG&E is Bankrupt.

PG&E filed for bankruptcy on April 6, 2001, and it filed its reorganization plan on September 20, 2001. As of today, the utility is still enmeshed in the toils of an uncertain and highly contested proceeding. Whether PG&E itself will immerge as a viable entity and if so with what remaining resources is unknowable at this point.

The NRC has not directly addressed the implications of the ongoing bankruptcy of a license applicant in the context of an ISFSI. The Atomic Safety and Licensing Board has, however, considered the issue in the context of a non-utility power plant operating license in Gulf States Utilities Company, (River Bend Station, Unit 1), LBP-95-10, 41 NRC 460 (1995). At issue in GulfStates was an independent operating licensee (Entergy Operations) that was entirely dependent on payments from Gulf States, a company perilously close to bankruptcy due to then pending litigation. In disputing the intervenors' contention that this dependence was a textbook case for financial disqualification, Gulf States and the NRC staff contended that the bankruptcy courts would adequately protect the public interest, and require continued payments to Entergy, or at the very least, provide sufficient funds to safely shut down and decommission the plant. Id.,

41 NRC at 471. The ASLB concluded in response that whether the bankruptcy courts would favor safe nuclear plant operations over other creditors was a factual question that could not be resolved by summary judgment. Id. at 472. The Board discounted Staff assurances that both Palo Verde and Seabrook "operated" through bankruptcy. Id. at 470-71.

3 The only reason the issue could come to light at all was that the operator of the River Bend facility, Entergy Operations, was not a regulated utility and therefore could not escape the exclusion provided for operating licensees in 10 C.F.R. § 50.33(f).

14 Although the Part 72 financial qualifications requirements are apparently less rigorous than the analogous Part 50 provisions, the Commission has ruled that it will not "grant an [ISFSI construction and operation] license to an applicant of dubious financial qualifications." Private Fuel Storage Facility(Independent Spent Fuel Storage Facility), 52 NRC 23, 30 (NRC 2000).

3. PG&E's Status as a Utility Does Not Establish Reasonable Assurance of Financial Qualification In its license application, PG&E relies on its status as a regulated electric utility to demonstrate its financial qualifications. PG&E asserts that:

PG&E is an electric utility subject to rates established by the California Public Utilities Commission (CPUC). As long as PG&E remains the licensee, both capital expenditures and operation and maintenance costs will be covered by revenues derived from electric rates.

License Application at 5. While PG&E acknowledges that it is bankrupt, it does not address the question of how its bankruptcy might affect its financial qualifications to build and operate the ISFSI. Id. Apparently, PG&E believes that the fact that it is able to petition for recovery of its costs from the CPUC is sufficient to demonstrate its financial qualifications. Intervenors believe that PG&E is incorrect, in a number of significant respects.

First, in California, construction work in progress ("CWIP") is not generally recoverable in rates. Under California's Construction Work in Progress rate setting rules, PG&E is not entitled to recover ongoing construction costs from the rate base until operation is underway.

Second, PG&E's ability to recover operating costs from the rate base is questionable.

While the fact that PG&E is a regulated utility might normally constitute sufficient evidence of its financial qualifications to operate the proposed ISFSI, in this case there are substantial indications that PG&E will not have normal recourse to the ratemaking system, due to (a) its

15 bankruptcy, and (b) pending litigation by the California Attorney General against PG&E's parent, PG&E Corporation, charging that under PG&E Corporation's direction, PG&E has made illegal and fraudulent use of the ratemaking system.

Third, as noted above, PG&E has become bankrupt because it has incurred costs in excess of what it has been able to recover from the rate base. PG&E must retire enormous debts from the bankruptcy. This raises the question of whether any rates recovered by PG&E will be high enough to make it whole again, sufficient to ensure that it operates safely and does not cut comers.

4. PG&E the Utility as Owner and Operator of the ISFSI?

PG&E claims that as a rate-regulated utility it is financially qualified to build and operate and decommission the ISFSI, since the funds to construct and operate the facility will come from "electric rates." License Application at 4-5. This is disingenuous. In the next paragraph of its license application PG&E notes that:

Under the [bankruptcy] plan, PG&E's generating assets, including Diablo Canyon and the proposed 1SFSI, will be transferred to a new generating company named Electric Generation LLC ("Gen"). Gen will be a subsidiary of PG&E Corporation (presently PG&E's parent corporation), and PG&E will be separated from PG&E Corporation.

License Application at 5. Thus, since it is the stated intention of PG&E not to be involved with ownership or operation of the power plant or the ISFSI, whether PG&E does or does not have access to regulated rates is besides the point.

5. PG&E's Finances Are In Shambles PG&E has not demonstrated that it will be able to borrow sufficient funds to cover the costs of construction or that its income stream will be adequate to cover construction and

16 operation. In fact, significant evidence exists that PG&E will not be able to borrow the funds necessary to build the ISFSI. For instance, in an independent auditor's report prepared in connection with PG&E Corporation's 2001 Annual Report, DeLoitte and Touche reported, inter alia,that:

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, has incurred power purchase costs substantially in excess of amounts charged to customers in rates.

On April 6, 2001 Pacific Gas and Electric Company sought protection from its creditors by filing a voluntary petition under provisions of Chapter 11 of the US Bankruptcy Code.

These matters raise substantialdoubt about Pacific Gas andElectric Company's ability to continue as a going concern.

Id.at 127 (Emphasis added). Excerpts from the 2001 Annual Report are attached as Exhibit 3.

PG&E's most recent I0-Q filing, for the quarter ending March 31, 2002, adds more detailed information about PG&E's poor credit rating:

The Utility [PG&E] is currently operating as a debtor-in-possession under Chapter 11 of the Bankruptcy Code. While certain pre-petition debts are stayed, the Utility does not have access to external funding from the capital markets. Additionally, the Utility is in default under its credit facilities, commercial paper, floating rate notes, senior notes, pollution control reimbursement agreements, and medium-term notes resulting from its failure to pay certain of its obligations. The event of default under each security has been stayed in accordance with the bankruptcy proceedings. The Utility has been making the capital investment in its infrastructure out of cash on hand under supervision of the Bankruptcy Court. It is uncertainwhether the Utility will be able to continue to make such necessary capital investment in the future.

10-Q Report at 43 (emphasis added). The report can be found on the web at investor.pgecorp.com.

PG&E's current credit ratings indicate that, even were the company able to access the debt markets, it would face extremely high costs. See 2001 Annual Report at 13. In the Annual Report, PG&E conceded that it:

has a very limited ability to enter into forward contracts to hedge its exposure to commodity price fluctuations because of the reluctance of counterparties to extend credit.

17 2001 Annual Report at 52. It is also essential to note that the reason lenders are reluctant to loan is that they are skeptical about the adequacy of the borrower's ability to generate income to repay the debt. It follows then that if PG&E has insufficient revenues to cover debt service on reasonable terms, it almost certainly has insufficient revenues to cover construction and operation on an ongoing basis. Thus, given the current and foreseeable difficult circumstances it faces, PG&E has failed to demonstrate that it has a reasonable prospect of raising the ongoing funds necessary to build and operate the proposed ISFSI.

6. The California Attorney General's Lawsuit Creates Grave Uncertainties for PG&E In January 2002, Attorney General Lockyer sued PG&E's parent, Pacific Gas & Electric Corporation ("PG&E Corp."), for the return of up to $4 billion that he alleges have been fraudulently transferred by PG&E to PG&E Corp. and other subsidiaries before PG&E filed for bankruptcy. The Attorney General elaborated on the concern behind the lawsuit when he filed a second round of state agency claims against PG&E in Federal Bankruptcy Court on October 3, 2001: "PG&E owes the money to more than a dozen state agencies for such things as unpaid 5

taxes and environmental cleanup costs."

On June 14, 2002, the Bankruptcy Court ruled that the Attorney General's claims regarding violations of state law could be tried in the state courts. See Memorandum and "4 See U.S. Bankruptcy Court, Memorandum and Decision on Motions to Remand at 5 (June 14, 2002) ("Memorandum and Decision"). A copy can be found at:

http://wwvw.canb.uscourts. gov/canb/Doctiments.nsf/4fa6cc9d77741519882569e5OOO4dce6/5af0e 0251 bff3de888256a400073f921.

18 Decision. These claims include allegations that the corporation, in exchange for deregulation, promised the State that it would protect the utility's financial health, but instead fraudulently stripped it of revenues and assets. Id. at 5. The Bankruptcy Court also decided that it would reserve for itself the resolution of claims by the California Attorney General that PG&E was using the bankruptcy process to circumvent state laws and regulations. Memorandum and Decision at 27.

On July 12, 2002, the Attorney General amended his complaint against PG&E Corp in the Bankruptcy Court, setting his state law claims out in more detail. A copy of the Amended Complaint is attached as Exhibit 4. As set forth in paragraphs 37-43 of the Amended Complaint, in 1995, the CPUC conditionally approved a corporate restructuring of PG&E and PG&E Corporation, based on assurances by PG&E, on behalf of itself and PG&E Corporation, that the reorganization would not jeopardize the public interest. The Amended Complaint charges that PG&E Corp. engaged in "unlawful, unfair and fraudulent business acts or practices," including use of its ownership and control of PG&E to:

subordinate the interests of PG&E and PG&E's ratepayers to the interests of PG&E Corporation and its other affiliates, by using ratepayer generated PG&E funds to: (1) subsidize its own operations and those of its other affiliates; and (ii) accomplish its overall objective of evading CPUC's regulatory authority over its utility operations.

Id., pars. 103 and 103(b).

The Amended Complaint also contended that PG&E Corporation subordinated:

the interests of PG&E and PG&E's ratepayers to the interests of PG&E Corporation and its affiliates, other than PG&E, by transferring ratepayer-funded assets, including revenues, from PG&E to PG&E Corporation, for the benefit of PG&E Corporation and 5 Press Release, Office of the Attorney General: Attorney General Lockyer Files State Agency Claims in PG&E Bankruptcy (October 3, 2001). A copy of the press release can be found at:

http://caag.state.ca.us/newsalerts/2001/01-097.htm.

19 its affiliates, other than PG&E, even when PG&E began to experience financial distress, and did so with no intent to infuse capital into PG&E when it needed capital to operate...

Id., par. 103(d). Unless and until the courts resolve issues relating to PG&E's alleged defrauding of ratepayers on behalf of PG&E Corporation, it is not reasonable to anticipate that PG&E will have straightforward access to the ratemaking system.

In sum, PG&E has failed to demonstrate its financial qualification to build and operate the proposed ISFSI.

TC-3. PG&E May Not Apply for a License for a Third Party.

Contention: In its License Application, PG&E first asserts that it, as the applicant, is financially qualified. It then goes on to assert, however, that it has applied to transfer its Part 50 operating license to a yet-to-be-created limited liability company, Electric Generation LLC ("Gen"), which will then transfer it further to yet another yet-to-be-created entity, Diablo Canyon LLC. License Application at 5. "Gen" is a one of the proposed offsprings of a restructuring proposal being considered in the bankruptcy proceeding. See Application for Consent to License Transfers and Conforming License Amendments for Diablo Canyon Power Plant, Units 1 and 2 at 4 (November 30, 2001) (hereinafter "License Transfer Application"). The License Transfer Application and Enclosure 8 are attached as Exhibit 5. PG&E also asserts that revenue and income projections for Gen, "as well as the substantial assets of the company," demonstrate Gen's financial qualifications to construct and operate the Diablo Canyon ISFSI. Id.

As discussed in Contention TC-4 below, it is not at all clear whether Gen or some other entity will be the owner and licensee of the proposed ISFSI under PG&E's reorganization plan, even if that reorganization plan is approved, which it may well not be.

20 The crux of the problem is that PG&E may not apply for a license for a third party that does not constitute the "applicant." There is no corporate entity, other than PG&E, that has applied for a license to build and operate the proposed ISFSI. In the absence of an alternative applicant, PG&E's attempt to demonstrate the financial qualifications of a third-party shell corporation that is a non-applicant must fail.6 Basis: The basis for this contention is 10 C.F.R. § 72.22, which clearly requires that financial qualifications must be demonstrated by the "applicant." The purpose of the financial qualification rules is to ensure that the actual builders and operators of dangerous facilities have the financial wherewithal to do so in a safe manner. While we understand PG&E's desire not to have a recently created shell corporation make an application on its own behalf, Part 72 clearly requires it.

TC-4. Failure to Establish Financial Relationships Between Parties Involved in Construction and Operation of ISFSI.

Contention: Newly forned entities that seek ISFSI licenses must conform to the requirements of 10 C.F.R. § 72.22, and also follow the Commission's guidance in 10 C.F.R. Part 50, including 10 C.F.R. § 50.33(f) and Appendix C. See PrivateFuel Storage Facility (Independent Spent Fuel Storage Facility), LBP-98-7, 47 NRC 142, 187 (1998), citing Louisiana Energy Services, L.P. (Claiborne Enrichment Center), CLI-97-15, 46 NRC 294, 302 (1997).

Assuming that PG&E lawfully can seek to demonstrate the financial qualifications of a third party that does not constitute the license applicant for an ISFSI (see Contention TC-3 above),

PG&E has failed to satisfy these requirements, because it has not provided an adequate 6 This contention is supported by the Declaration of Michael F. Sheehan, Ph.D., in Support of

21 description of the financial relationships between the corporate entities that will own, operate, 7

and lease the proposed ISFSI.

Basis: In its License Application, PG&E states the following:

On November 30, 2001, PG&E filed with the NRC a request for NRC consent to a transfer of the Part 50 operating license for DCPP to Gen. (In addition, the application requests approval of a transfer of ownership of the asset to a subsidiary of Gen, Diablo Canyon LLC).

License Application at 5. (The "asset" referred to in the second sentence would appear to be the Part 50 operating license, although this is somewhat unclear). PG&E also asserts that revenue and income projections for Gen, "as well as the substantial assets of the company," demonstrate Gen's financial qualifications to construct and operate the Diablo Canyon ISFSI. Id. These figures, however, are all entirely hypothetical, especially since Electric Generation LLC (Gen) has not been and will not be capitalized unless the bankruptcy court accepts PG&E's reorganization plan. A paper statement of hypothetical and highly contingent assets derived from one among contending reorganization plans in history's largest utility bankruptcy can hardly be taken as proof of financial qualification pursuant to Sec. 72.22.

Moreover, PG&E fails to demonstrate Gen's financial relationship with other corporate entities that have an interest in the proposed ISFSI. For instance, it appears from the License Transfer application that Diablo Canyon LLC ("Nuclear"), Gen's subsidiary, will own the "asset" of Diablo Canyon, and "will lease DCPP to Gen under a lease agreement that will require Gen to cover all the operating and capital costs of DCPP." License Transfer Application at 8. It is not clear whether Nuclear will also own the ISFSI and lease it to Gen. Thus, the financial Intervenors' Financial Qualifcation Contention (July 18, 2002), which is attached as Exhibit 2.

22 relationships between owner and lessee and owner and licensee are unclear. Diablo Canyon LLC also will be the owner of the spent fuel itself. License Transfer Application at 17. If there is an accident or some other problem involving the spent fuel, it is unclear which entity would be liable or financially responsible. Moreover, PG&E says that it "anticipates that Gen will become the initial ISFSI licensee." Id. (emphasis added). This further suggests the contingent character of the licensee.

This structure, along with the identities of the players, is further complicated by the financing arrangements needed to lift PG&E out of bankruptcy. In one description of its bankruptcy reorganization plan, PG&E asserts that each new company will issue its own debt to cover allowed claims against the old PG&E Utility. See PG&E Form 8-K at page 5 (filed with SEC September 20, 2001). A copy of relevant pages is attached as Exhibit 6. It remains unknown, at this point, what claims will be made against the company that holds the ISFSI license, and whether that will interfere with the licensee's ability to raise funds for construction and operation. None of this information is available in the License Transfer Application, and the financial information that is available in Enclosure 8 is composed of very sketchy, nominal, unsupported place-keeper figures. Two of the four tables are blank, including the table of assumptions, the sketchy income statement only provides figures for years 1-3 with 4-5 blank, and the balance sheet shows $1.2 billion in negative equity-hardly "substantial assets." License Transfer Application, Enclosure 8 (see Exhibit 5). As evidence of the financial qualification of Electric Generation LLC (Gen) or Diablo Canyon LLC (Nuclear) this presentation is worthless.

7 This contention is supported by the Declaration of Michael F. Sheehan, Ph.D., in Support of Intervenors' Financial Qualifcation Contention (July 18, 2002), which is attached as Exhibit 2.

23 Without this basic information on the identity of PG&E's planned successors and their financial qualifications as licensees of the proposed ISFSI, it is impossible to make any meaningful evaluation of the corporate structure of the new entity or its relationship to its parents and affiliates, as required by 10 C.F.R. § 50.33(f) and Appendix C to 10 C.F.R. Part 50.

TC-5 Failure to Provide Sufficient Description of Construction and Operation Costs.

Contention: PG&E has failed to provide a sufficient description or breakdown of costs for construction, and operation, and therefore it does not satisfy 10 C.F.R. § 72.22.8 Basis: NRC regulations at 10 C.F.R. Part 50, Appendix C, Section II, require the construction costs must be itemized by categories of sufficient detail to permit an evaluation of reasonableness. This guidance should apply here, because in the absence of detailed information, it is impossible to evaluate the applicant's cost estimates. In the License Application, PG&E gives only a summary of the total estimated costs of building and operating the ISFSI. License Application at 4. In the absence of any detailed cost breakdown, there is simply no basis for evaluating the reasonableness of the estimate.

PG&E asserts at page 5 that there is financial data in the License Transfer Application for the first five years of operation includes information about the costs of the ISFSI during the first five years of operation. However, the information contained in Enclosure 8 of the License Transfer Application, "Financial Qualification Information" has a one-page income statement going out five years with years 4 and 5 blank. And no information at all is presented on the ISFSI specifically. See Exhibit 5.

8 This contention is supported by the Declaration of Michael F. Sheehan, Ph.D., in Support of Intervenors' Financial Qualifcation Contention (July 18, 2002), which is attached as Exhibit 2.

24 ENVIRONMENTAL CONTENTIONS Contention EC-1: Failure to Address Environmental Impacts of Destructive Acts of Malice or Insanity Contention: The Environmental Report's discussion of environmental impacts is inadequate because it 9

does not include the consequences of destructive acts of malice or insanity against the proposed ISFSI.

Basis: The ER does not contain any discussion of the environmental impacts of destructive acts of malice or insanity. This omission is consistent with the NRC's long established policy, now under serious question, of refusing to examine the environmental impacts of destructive acts of malice or insanity. See PhiladelphiaElectric Co. (Limerick Generating Station, Unitsl and 2), ALAB-819, 22 NRC 681, 697-701 (1985), aff'd on this ground and rev 'd on other grounds, Limerick Ecology Action v. NRC, 869 F.2d 719, 743-44 (3 rd Cir. 1989). The NRC's basis for this policy was that it was unable to make a meaningful assessment of the risks of sabotage. Id. Recently, the NRC undertook to reconsider this policy, in response to terrorism related NEPA contentions that were raised in several pending licensing proceedings following the events of September 11, 2001. See Dominion Nuclear Connecticut,Inc. (Millstone Nuclear Power Station, Unit 1), CLI-02-05, 55 NRC 161 (2002); Duke Cogema Stone & Webster (Savannah River Mixed Oxide Fuel Fabrication Facility), CLI-02-04, 55 NRC 158 (2002); Duke Energy Corp. (McGuire Nuclear Station, Units 1 and 2), Catawba Nuclear Station, Units 1 and 2), CLI-02-04, 55 NRC 164 (2002); PrivateFuel Storage, L.L.C. (Independent Fuel Storage Installation), CLI-02-03, 55 NRC 155 (2002).

9 This contention is supported by the Declaration of Dr. Gordon R. Thompson in Support of Intervenors' Environmental Contentions (July 18, 2002), attached as Exhibit 7.

25 The Intervenors respectfully submit that this licensing proceeding constitutes yet another instance in which there is a demonstrable need to revisit the Commission's policy of refusing to consider environmental impacts of destructive acts of malice or insanity against nuclear facilities.

As of September 11, 2001, it is now clear that terrorists are both capable of and intent upon causing major damage to life and property in the United States. Terrorists have openly admitted that nuclear power stations are near the top of their lists as targets for attacks on civilians in the United States.' 0 Earlier this year, in his State of the Union Address, President Bush announced that diagrams of American nuclear plants had been found in Afghanistan. President Bush is also quoted in the San Luis Obispo newspaper, "The Tribune" (June 7, 2002) as follows: "...we now know that thousands of trained killers are plotting to attack us and this terrible knowledge requires us to act different[ly]." In a speech made on January 17, 2002, Dr. Richard A. Meserve, Chairman of the NRC, stated that, in regard to reactor containments, "which are extremely robust, typically being constructed with two to five feet of reinforced concrete with an interior steel lining.., the design basis threat does not include an aircraft attack." If the containment buildings are not designed to withstand an aircraft attack, then spent fuel storage facilities, which lack a containment, must be assumed to be at least as vulnerable as reactors. PG&E's proposal of 140 unprotected casks installed on concrete pads provides an inviting terrorist target.

Terrorist events during recent years, which were previously discounted by the NRC as unworthy of consideration in its environmental reviews, must now be re-examined in light of the 10 On October 30, 2001, for example, the Washington Post reported on an interview with a jailed disciple of Osama bin Laden who said there are "more important places, like atomic plants and reactors" that may have been more appropriate targets than the World Trade Center. William Branigan, In Afghan Jail,a Terrorist Who Won't Surrender,Washington Post, October 30, 2001, at A 13, attached as Exhibit 8.

26 September 11 attack. Taken together, they highlight a number of significant factors: the vulnerability of U.S. facilities and institutions; the sophistication of the attackers; and the persistence of efforts to damage major U.S. facilities. These events include: the 1983 bombing of the Marine barracks in Beirut; the 1993 bombing of the World Trade Center; the February 1993 intrusion into the Three Mile Island site, in which the intruder crashed his station wagon through the security gate and rammed it under a partly opened door in the turbine building; the 1995 bombing of a federal building in Oklahoma City; the plot to bomb the United Nations Building, FBI offices in New York City, the Lincoln Tunnel, the Holland Tunnel, and the George Washington Bridge; the 1998 bombing of the U.S. embassies in Tanzania and Kenya; and the 2000 bombing of the U.S.S. Cole.

In fact, the Commission has already taken some steps towards recognizing the foreseeability of destructive acts of malice or insanity against nuclear facilities. In the 1994 vehicle bomb rulemaking, which was directly responsive to the World Trade Center bombing and the Three Mile Island vehicle intrusion incident, the Commission abandoned its previous position that the difficulty of quantifying the probability of such events means that they can be ignored. The rationale for the 1994 vehicle-bomb rule demonstrates that the NRC has the capacity and information necessary to perform a qualitative analysis of the potential for acts of malice or insanity. In that instance, the NRC performed a "conditional probabilistic risk analysis" to assess the vulnerability of a nuclear power plant to a vehicle bomb. See Final Rule, Protection Against Malevolent Use of Vehicles at Nuclear Power Plants, 59 Fed. Reg. 38,889, 38,891 (August 1, 1994). In using the findings of this analysis to develop the vehicle-bomb rule, the NRC took a qualitative approach to assessing the probability of a vehicle-bomb event.

27 In the preamble to the rule, the Commission explicitly recognized that even if the likelihood of terrorist or insane acts cannot be quantified, they may not be ignored:

Over the past several years, a number of National Intelligence Estimates have been produced addressing the likelihood of nuclear terrorism. The analyses and conclusions are not presented in terms of quantified probability but recognize the unpredictable nature of terrorist activity in terms of likelihood. The NRC continues to believe that, although in many cases considerations of probabilities can provide insight into the relative risk of an event, in some cases it is not possible, with current knowledge and methods, to usefully quantify the probability of a specific vulnerability threat.

The NRC notes that, although not quantified, its regulatory analysis recognizes the importance of the perception of the likelihood of an attempt to create radiological sabotage in assessing whether to redefine adequate protection. The NRC's assessment that there is no indication of an actual vehicle threat against the domestic commercial nuclear industry was an important consideration in concluding that neither the Three Mile Island intrusion nor the World Trade Center bombing demonstrated a need to redefine adequate protection.

The NRC does not agree that quantifying the probability of an actual attack is necessary to a judgment of a substantial increase in overall protection of the public health and safety (a less stringent test of the justification of for a rule change). Inherent in the NRC's current regulationsis a policy decision that the threat,although not quantified,is likely in a range that warrantsprotection againsta violent external assault as a matter of prudence.

59 Fed. Reg. at 38,890-9. (emphasis added). The NRC further elaborated on what it meant by it use of the the term "likely," by identifying several factors that make up the "domestic threat environment," and noting the degree to which it had changed in recent years:

The vehicle bomb attack on the World Trade Center represented a significant change to the domestic threat environment that ... eroded [our prior] basis for concluding that vehicle bombs could be excluded from any consideration of the domestic threat environment. For the first time in the United States, a conspiracy with ties to Middle East extremists clearly demonstrated the capability and motivation to organize, plan and successfully conduct a major vehicle bomb attack. Regardless of the motivations or connections of the conspirators, it is significant that the bombing was organized within the United States and implemented with materials obtained on the open market in the United States. Accordingly, the Commission believes that the threat characterized in the final rule is appropriate.

28 Id., 59 Fed. Reg. at 38891. These same considerations continue to apply in the post-September 11 environment, and indeed are all the more persuasive of a sea change in the "domestic threat environment." Thus, motive, capacity, and the pattern of past incidents are relevant to a qualitative analysis.

The vulnerability of the Diablo Canyon ISFSI to potential acts of malice or insanity is evident from the facility's design parameters. These parameters encompass only comparatively minor threats to cask integrity, such as the impact of a tornado-driven automobile at 33 miles per hour, or the explosion of a vehicle fuel tank at a distance of 50 feet. See SAR, Section 3.4.

Destructive acts of malice or insanity at this facility could employ much more powerful instruments, such as anti-tank ordnance or an impacting aircraft. A significant release of radioactive material could arise from the use of such instruments. This release could contaminate a large area of land, leading to substantial impacts to public health, the natural environment, and the regional economy.

The ER should provide a full discussion of the potential consequences of a range of credible events involving destructive acts of malice or insanity against the proposed ISFSI. It should also evaluate a range of reasonable alternatives to the proposed action, including dispersal of casks, protection of casks by berms or bunkers, and use of more robust storage casks than the Holtec HI STORM 100 cask.

EC-2. Failure to Fully Describe Purposes of Proposed Action or to Evaluate All Reasonably Associated Environmental Impacts and Alternatives Contention: NRC regulations at 10 C.F.R. § 51.45(b) require a license applicant to describe, among other things, a statement of the purposes of the proposed action. PG&E's Environmental Report fails to meet this requirement because it does not completely disclose the purposes of the

29 proposed ISFSI. In describing the need for the facility, the ER states that additional spent fuel storage capacity is needed at Diablo Canyon to accommodate the additional spent fuel that will be generated through the operating life of each unit. ER at 1.2-1. Yet, the capacity of the proposed ISFSI would be two or three times greater than what is needed to fulfill that purpose.

It appears that PG&E may have an additional, unstated purpose, i.e., to provide spent fuel storage capacity during a license renewal term. PG&E implies, in setting forth its financial qualifications in Section 1.5 of the License Application, that the proposed ISFSI could be used to accommodate spent fuel offloaded from the spent fuel pools after the present license terms of Diablo Canyon Units 1 and 2 have expired. However, if PG&E proceeds with its publicly stated plan to obtain license renewals for these units, the capacity of the proposed ISFSI would accommodate spent fuel generated during a substantial part of the license renewal term. Thus, the excess capacity of the proposed ISFSI - beyond that needed to accommodate the additional spent fuel that will be generated during the remaining license terms of the two Diablo Canyon units - could serve two different purposes. Neither purpose is discussed explicitly in the ER, and the License Application discusses only one of the purposes - namely, offloading the pools.

Moreover, the discussion in the License Application is so oblique that PG&E's true purpose cannot be divined. Accordingly, the ER must be revised to fully disclose the purposes of the proposed facility.

A revision of the statement of purpose for the proposed ISFSI would require significant changes to the ER. As the courts have recognized, the statement of purpose and need in an EIS determines the range of alternatives that must be considered. City of Carmel-by-the-Sea v. U.S.

Department of Transportation,123 F.3d 1142, 1155 (9th Cir. 1995); Citizens Against Burlington,

30 Inc. v. Busey, 938 F.2d 190, 195 (D.C. Cir. 1991); City ofNew Yorkv. United States Department of Transportation,715 F.2d 732, 743 (2"d Cir. 1983). As the Court observed in Ctizens Against Burlington, "an agency may not define the objectives of its action in terms so unreasonably narrow that only one alternative from among the environmentally benign ones in the agency's power would accomplish the goals of the agency's action, and the EIS would become a foreordained formality." 938 F.2d at 196.

If, as it appears, the purposes of the proposed ISFSI could include providing for spent fuel storage during an extended or renewed license term, then it is appropriate to consider whether previous environmental analyses support renewed authorization to continue storing spent fuel at the Diablo Canyon site in the manner currently provided. In particular, the ER must "contain any new and significant information regarding the environmental impacts of license renewal of which the applicant is aware." 10 C.F.R. § 51.53(c)(3)(iv)." The Intervenors recognize that consideration of environmental impacts of spent fuel storage in a license renewal term is generally precluded in license renewal cases, because these environmental impacts were previously addressed in NUREG-1437, Generic Environmental Impact Statement for License Renewal of Nuclear Plants (1996). See, in particular, Section 6.4.6.3. However, the NRC's NEPA regulations create an exception to this prohibition, by requiring consideration of "new and 11 See also Marsh v. Oregon NaturalResources Council, 490 U.S. 360, 374 (1989),

holding that where aspects of the proposed action are addressed by a previously prepared EIS, a new EIS must be issued if there remains "major federal action" to occur, and if there is new information showing that the remaining action will affect the quality of the human environment "in a significant manner or to a significant extent not already considered." In this case, the remaining action would constitute renewed authorization to generate and store spent fuel at the Diablo Canyon site.

31 significant information regarding the environmental impacts of license renewal of which the applicant is aware." 10 C.F.R. § 51.53(c)(iv).12 In this case, the ER should address new information showing that (a) previous NRC environmental analyses of the risks of high-density pool storage of spent fuel considerably underestimate the risk of a spent fuel pool fire; and (b) in light of the terrorist attacks of September 11, 2001, and other events, the adequacy of design for both pool storage and dry storage has been demonstrated to be inadequate to protect against the potentially catastrophic effects of destructive acts of malice or insanity. The ER should consider a range of alternatives 13 for extended spent fuel storage that will avoid or mitigate these risks.

Basis: The Intervenors provide the following information in support of this contention:

ER understates ISFSI capacity. PG&E asserts in Section 1.2 of the ER that the purpose of the proposed ISFSI is to "allow DCPP to continue to generate electricity." In the preceding "Background" section, the ER observes that the operating license expires in September 2021 for Unit 1 and April 2025 for Unit 2. According to PG&E, the pools at Diablo Canyon will be full, allowing for a full-core offload, in 2006. PG&E asserts that "[a]fter that time, an alternative means of spent fuel storage at DCPP must be provided unless the spent fuel can be shipped offsite." Id., ER at 1.1-1. See also DIL-0 1-002, cover letter from Lawrence F. Womack to NRC 12 Once the existence of new information sufficient to require a new EIS is demonstrated, then the full panoply of NEPA requirements comes into play. For instance, if severe accident mitigation alternatives for spent fuel storage have not already been considered by the NRC Staff in an EIS, a related supplement, or an Environmental Assessment, consideration of severe accident mitigation alternatives must also be included. 10 C.F.R. § 51.53(c)(3)(ii)(L).

See also 10 C.F.R. § 51.53(c)(iii), which requires consideration of alternatives for Category 2 issues in Appendix A to 10 C.F.R. Part 51.

13 This contention is supported by the Declaration of Dr. Gordon R. Thompson in Support of Intervenors' Environmental Contentions (July 18, 2002), attached as Exhibit 7.

32 Staff enclosing License Application (December 21, 2001). No mention is made, either in the ER or DIL-01-002, of license renewal or any other extension of the license term. Similarly, neither document mentions potential offloading of the pools after expiration of the present license terms.

The capacity of the proposed ISFSI is significantly greater than needed to fulfill the purpose of providing additional spent fuel storage until the end of the license terms of 2021 and 2025. Using information provided by PG&E in DIL-01-002 and the Environmental Report, one can determine that in fact, the capacity of the proposed ISFSI will be at least double, if not triple, the needed capacity. Once the spent fuel storage pools are filled in 2006, PG&E will need storage capacity for another 34 reactor-years for the two units (2007 through 2021 and 2007 through 2025). For a 21-month refueling cycle, there will be 20 refueling outages. For an 18 month refueling cycle, there will be 23 refueling outages. If, as PG&E asserts, 76 to 96 spent fuel assemblies are discharged in each refueling outage, then the total number of fuel assemblies for which more storage space is required will be between 1,520 and 1,920 for a 21-month refueling cycle, and between 1,748 and 2,208 for an 18-month refueling cycle. Yet, PG&E proposes to build a facility that will hold 4,400 fuel assemblies. License Application at 8. This is two to three times as many fuel assemblies as PG&E will generate if it operates the two Diablo Canyon units to the end of their license terms. The capacity of the proposed ISFSI will allow Diablo Canyon to continue to operate for another 34 to 66 reactor-years past the expiration of the license terms for Units 1 and 2, potentially representing 17 to 33 years of additional operation for 14 each unit.

14 The calculation of a range of 34 to 66 reactor-years assumes a total ISFSI capacity of 4,400 assemblies, refueling cycles of 18 to 21 months, and discharge of 76 to 96 assemblies per outage.

33 The most likely purpose for building an ISFSI that is twice as large as needed is to allow for spent fuel storage during a term of license renewal. While PG&E has not formally committed to seeking to renew its license, in a recent public meeting it did indicate that it plans on "50 more years" of operation after upcoming refueling outage 1R1 1. See viewgraph presented by PG&E at June 6, 2002, meeting between PG&E and Pismo Beach Independent Safety Committee. A copy of the viewgraph is attached as Exhibit 9.

Statement of purpose must be revised. If the purposes and potential uses of the proposed ISFSI include providing extra spent fuel storage capacity during the license renewal term, the ER needs to acknowledge this in a revised statement of purpose and need. Moreover, in order to avoid improper segmentation of the license renewal project with respect to spent fuel storage, PG&E should meet all regulatory requirements applicable to license renewal with respect to the spent fuel storage issue. These requirements include the consideration of "new and significant information regarding the environmental impacts of license renewal of which the applicant is aware." 10 C.F.R. § 51.45(c)(3)(iv). In this case, new information shows that previous NRC environmental analyses of high-density spent fuel pool storage significantly underestimated the risks of severe accidents. New information also shows that both pool storage and dry storage facilities are vulnerable to destructive acts of malice or insanity.

New information shows that risks of spent fuel pool fires are higher than previously thought. The NRC has never performed an EIS that addresses the potential for, and impacts of, the onset of exothermic oxidation reactions in a spent fuel pool. Yet, in a report published in October 2000 and issued in January 2001, the NRC Staff has conceded that loss of water from a high-density spent fuel pool can lead to the onset of exothermic oxidation reactions for spent fuel

34 of any age after discharge from a reactor, causing a release to the atmosphere of a substantial fraction of the radioactive isotopes in the spent fuel. See NUREG-1738, TechnicalStudy of Spent Fuel Pool Accident Risk at DecommissioningNuclear Power Plants (NRC: October 2000)

(hereinafter "NUREG-1738").15 Elsewhere, the NRC Staff has conceded that: (a) the onset of exothermic oxidation reactions can be assumed if the water level in a pool declines to the level of the top of the spent fuel racks; and (b) the onset of exothermic oxidation reactions in one pool is likely to lead to the onset of similar reactions in nearby pools. Affidavit of Gareth W. Parry, et al., paragraph 29 (November 20, 2000), submitted in license amendment proceeding for proposed expansion of spent fuel pool storage capacity at Shearon Harris nuclear power plant, Docket No.

50-400-LA, ASLBP No. 99-762-02-LA. An excerpt from the Parry Affidavit is attached as Exhibit 10.

The NRC has acknowledged the potential for sabotage-induced pool fires. The NRC Staff discussed the implications of NUREG- 1738 with respect to protection against sabotage events in SECY-01-0100, re: Policy Issues Related to Safeguards, Insurance, and Emergency Preparedness Regulations at Decommissioning Nuclear Power Plants Storing Fuel in Spent Fuel Polls (WITS 200000126) (June 4, 2001). Among the conclusions reached in SECY-01-100 were the following:

NUREG-1738 also presented thermal hydraulic analyses of the stored spent fuel when SFP cooling is lost or the spent fuel is uncovered. The staff found that a generic decay heat level (and, therefore, decay time) beyond which a zirconium fire is physically impossible cannot be defined. This is because the geometry of the spent fuel assemblies, the associated air cooling flow paths, and the resultant heat transfer rates are not 15 Intervenors understand that NUREG-1738 has been removed from the NRC's Public Document Room and ADAMS system, for security reasons. Therefore, we have not attached it here. Intervenors are prepared to provide copies of NUREG-1738 or relevant excerpts to the ASLB and parties if requested by the ASLB.

35 predictable following a major dynamic event (such as a very severe earthquake), which could rupture and rapidly drain the SFP. As a result, the study concluded that the possibility of a zirconiumfire cannot be dismissed even many years afterfinal reactor shutdown.

Id. at 2 (emphasis added). This represents a 180 degree turnaround from the Staff's previous position. The report continues that the Staff s previous position:

was based on demonstrating by thermal-hydraulic analysis that spent fuel stored in the SFP would air cool sufficiently and not reach the zirconium fire ignition temperature.

The position did not consider blockage or obstructions to natural circulation air flow through the fuel assemblies since such sequences were considered strictly hypothetical.

In NUREG-1 738 the staffobserved that it is notfeasible, without numerous constraints, to define a generic decay heat level beyond which a zirconiumfire is not physically possible. Stated in this manner, the zirconium fire cannot be considered strictly hypothetical.

Id. at 3 (emphasis added). In an attachment, entitiled Decommissioning Policy Issues and Options, the Staff reached the following additional conclusion that effectively concedes the credibility of a sabotage event initiating a spent fuel pool fire:

Until recently, the staff believed that the DBT [design basis threat] of radiological sabotage could not cause a zirconium fire. However, NUREG- 173 8 does not support the assertion of a lesser hazard to the public health and safety, given the possible consequences of sabotage-included uncovery of the fuel in the SFP when a zirconium-fire potential exists.16 Id., attachment at 13. The staff went on to say that it is "conducting detailed analyses of the effects of the DBT of radiological sabotage on SFPs," and that it will "use the results of these analyses to determine, on a plant-specific basis, whether radiological sabotage can result in conditions which could lead to zirconium fires at a decommissioning plant." Id. Thus, by generally conceding the vulnerability of spent fuel pools to sabotage-included fires, and 16 It should be noted that a "zirconium-induced fire potential" exists in virtually any high density spent fuel pool that is filled, or even partially filled, as is the case at Diablo Canyon's two pools.

36 embarking on its own investigation, the Staff has effectively conceded that acts of malice against spent fuel are credible and worthy of consideration in the NRC's NEPA decisionmaking process.

Previous environmental analyses are inadequate. The only EIS that has been prepared on the environmental impacts of spent fuel pool storage onsists of a Generic Environmental Impact Statement prepared in 1979, NUREG-0575, Handling and Storage of Spent Light Water Power Reactor Fuel (hereinafter "GEIS"). The GEIS did not mention the potential for a pool fire. As a result, the GEIS discounted the environmental impacts of atmospheric dispersion of radioactive contamination. The GEIS has not been updated since it was issued over 20 years ago.

In issuing the license renewal rule, the Commission claimed to have generically considered the environmental impacts of on-site spent fuel storage in the context of the NRC's GEIS for license renewal. 61 Fed. Reg. 66,537, 66,538, Environmental Review for Renewal of Nuclear Power Plant Operating Licenses (December 18, 1996). The License Renewal GEIS, however, contains no analysis of the potential for spent fuel pool accidents. See NUREG-1437, Generic Environmental Impact Statement for License Renewal, § 6.4.6.3 (May 1996) (hereinafter "License Renewal GEIS"). Instead, it vaguely states that "[c]urrent and potential environmental impacts from spent-fuel storage have been studied extensively and are well understood." Id.

The only hint of any evaluation of spent fuel pool accident risks in the license renewal GEIS consists of a reference to a 1990 rulemaking notice in the Waste Confidence Rulemaking.

See Final Rule, Review and Final Revision of Waste Confidence Decision 55 Fed. Reg. 38474, (September 18, 1990). In that rulemaking, the NRC examined the environmental impacts of storing spent fuel at reactor sites for an additional 30 years pending the opening of a final repository. In response to comments on the potential for spent fuel pool accidents, the

37 Commission briefly reviewed the then-current literature on spent fuel pool risks, and concluded that these reports confirmed the NRC's previous finding that high-density spent fuel storage poses no significant risks. 55 Fed. Reg. at 38,480-81. The technical studies reviewed by the NRC consisted of: NUREG/CR-4982, Severe Accidents in Spent Fuel Pools in Support of Generic Issue 82 (1987); NUREG/CR-5176, Seismic Failureand Cask DropAnalysis of the Spent Fuel Pools at Two Representative Nuclear Power Plants (1989); NUREG/CR-5281, Value/Impact Analysis ofAccident Preventative and Mitigative Optionsfor Spent Fuel Pools; NUREG-1353, Regulatory Analysis for the Resolution of Generic Issue 82, Beyond Design Basis Accidents in Spent Fuel Pools (1989). Each of these studies considered total and instantaneous pool drainage, without examining the potential for partial drainage, a more severe condition that occurs earlier in any accident sequence. Moreover, the rulemaking notice shows that the Commission's conclusion that spent fuel pool storage would have no significant adverse impacts is based on the assumptions, which the NRC now concedes to be invalid, see NUREG-173 8, that (a) only recently discharged fuel will burn, and (b) a total loss of pool water constitutes the most severe condition. See 55 Fed. Reg. at 38,481 (noting that a major loss of cooling water would have to occur within two years after operation of a pressurized water reactor or six months after operation of a boiling water reactor; and that even if a fire were to occur in fresh fuel, the fire could occur only with a "sudden and substantial" loss of coolant, great enough to uncover "all or most of the fuel."

New information shows that both pools and casks are vulnerable to destructive acts of malice or insanity. As discussed in Contention EC-1, events during the past ten years, most significantly the terrorist attacks of September 11, 2001, show that the risks of deliberate and

38 destructive acts of malice or insanity are higher than previously thought. Moreover, nuclear facilities are particularly vulnerable targets. This is true for both dry-storage ISFSI's and spent fuel storage pools. The potential consequences of an attack on a pool are considerably more severe than the consequences of an attack on a dry storage facility. Neverthless, both could lead to significant offsite radiation releases. The design parameters of the proposed Diablo Canyon ISFSI encompass only comparatively minor threats to cask integrity, such as the impact of a tornado-driven automobile at 33 miles per hour or the explosion of a vehicle fuel tank at a distance of 50 feet. See SAR, Section 3.4. Destructive acts of malice or insanity at this facility could employ much more powerful instruments, such as anti-tank ordnance or an impacting aircraft. A significant release of radioactivity could arise from the use of such instruments. In the case of a spent fuel pool, the consequences of a fire could be many times more severe than the consequences of the Chernobyl accident, with massive releases of cesium- 137 and long-term contamination of large areas of land.

Need to fully address impacts and alternatives. The ER should address the consequences of a range of credible events involving destructive acts of malice or insanity against the proposed ISFSI and the Diablo Canyon fuel pools. It should also address a reasonable range of alternatives that would avoid or mitigate those impacts. These alternatives should include substitution of low-density storage racks for high-density storage racks in the pools, and transfer of most of the pools' inventory of spent fuel to dry storage. Alternatives considered should also include the use of casks that are more robust than the Holtec HI-STORM 100 cask, disperal of casks, and protection of casks by berms or bunkers.

39 EC-3 Failure to Evaluate Environmental Impacts of Transportation Contention: In violation of NEPA, PG&E's ER completely fails to evaluate the reasonably foreseeable environmental impacts of transporting spent fuel away from the Diablo Canyon ISFSI at the end of the license term of the ISFSI, either to a repository or another interim storage site. In failing to address these reasonably foreseeable impacts, PG&E violates the National Environmental Policy Act, and NRC implementing regulations at 10 C.F.R. § 51.45(b)(1)

(requiring ER to address the impacts of the proposed action on the environment) and 10 C.F.R. § 72.108 (requiring the applicant to address the impacts of spent fuel transportation within the 7

"region" of the proposed ISFSI).

Basis: The proposed ISFSI is to be licensed for a twenty-year period. At the end of that period, if the license is not renewed, spent fuel must be transported away from the ISFSI to a final repository, or to an alternative interim storage facility. The spent fuel would not be generated, and would not need to be transported, were it not for PG&E's proposal to continue to generate spent fuel at Diablo Canyon and store it in the proposed ISFSL. Therefore, transportation-related environmental impacts are reasonably foreseeable elements of the proposed project, and must be considered in the ER. See 40 C.F.R. § 1502.22(b)(1) (requiring consideration of reasonably foreseeable impacts).

The ER, however, contains no discussion whatsoever of transportation-related environmental impacts. Instead, PG&E asserts in Section 5.2, entitled "Transportation Accidents Involving Radioactivity," that this section "is considered to be non-applicable, as it is believed to 17 This contention is supported by the Declaration of Dr. Gordon R. Thompson in Support of Intervenors' Environmental Contentions (July 18, 2002), attached as Exhibit 7.

40 apply to accidents associated with offsite transportation of spent fuel in accordance with 10 CFR 71, which is beyond the scope of this ER."

While Part 71 eventually will govern the safety of transportation, future compliance with Part 71 does not relieve PG&E of discussing the foreseeable environmental impacts of spent fuel transportation in its ER. Limerick Ecology Action v. NRC, 869 F.2d 719, 729-30 (3 rd Cir. 1989).

The ER must provide a description of the means by which spent fuel will be transported away from the site to Yucca Mountain or some other facility. It must also address the environmental impacts of transportation, including normal conditions and accidents. Accidents considered must include both design-basis accidents and severe accidents that are reasonably foreseeable. The ER must also consider the environmental impacts of destructive acts of malice or insanity against transportation casks. Because they will be shipped on public rights-of-way according to established schedules, transportation casks are particularly vulnerable to sabotage or terrorist attacks. Finally, the ER must also address a reasonable array of alternatives for spent fuel transportation, including deferral of transportation.

If there is some generic EIS that PG&E believes to be sufficient to address some or all of these impacts and alternatives, the ER must identify the generic EIS and explain why and to what extent it applies in this situation.

PG&E has not even taken the first step towards satisfying NEPA in these respects.

41 Respectfully Submitted, Liane Curran Harmon, Curran, Spielberg, & Eisenberg, L.L.P.

1726 M Street N.W., Suite 600 Washington, D.C. 20036 202/328-3500 FAX: 202/328-6918 e-mail: Dcurran@harmoncurran.com Counsel to Intervenors July 18, 2002

CERTIFICATE OF SERVICE I certify that on July 19, 2002, copies of the foregoing Intervenors' Supplemental Hearing Request and Petition to Intervene were served on the following by hand or by first-class mail, as indicated below:

Administrative Judge Stephen H. Lewis, Esq.

G. Paul Bollwerk, III, Chair Angela B. Coggins, Esq.

Atomic Safety and Licensing Board Panel Two White Flint North, Floor 14 Third Floor, Two White Flint North 11545 Rockville Pike 11545 Rockville Pike Rockville, MD 20852 Rockville, MD 20852 BY HAND BY HAND Administrative Judge Jerry R. Kline Rochelle Becker Atomic Safety and Licensing Board Panel San Luis Obispo Mothers for Peace Third Floor, Two White Flint North 1037 Ritchie 11545 Rockville Pike Grover Beach, CA 93433 Rockville, MD 20852 BY FIRST-CLASS MAIL BY HAND Administrative Judge Peg Pinard Peter S. Lam 714 Buchon Street Atomic Safety and Licensing Board Panel San Luis Obispo, CA 93401 Third Floor, Two White Flint North BY FIRST-CLASS MAIL 11545 Rockville Pike Rockville, MD 20852 BY HAND Seamus M. Slattery, Chairman David A. Repka, Esq.

Avila Valley Advisory Council Brooke D. Poole, Esq.

P.O. Box 58 Winston & Strawn Avila Beach, CA 93424 1400 L Street N.W.

BY FIRST-CLASS MAIL Washington, D.C. 20005-3502 BY HAND Richard F. Locke, Esq. Jill ZamEk Pacific Gas & Electric Company 1123 Flora Road 77 Beale Street B30A Arroyo Grande, CA 93420 San Francisco, CA 94105 BY FIRST-CLASS MAIL BY FIRST-CLASS MAIL

2 Office of Appellate Adjudication Secretary of the Commission U.S. Nuclear Regulatory Commission Attention: Rulemakings and Adjudications Washington, D.C. 20555 Staff BY FIRST CLASS MAIL U.S. Nuclear Regulatory Commission 11555 Rockville Pile Rockville, MD 20555 ORIGINAL AND THREE COPIES BY HAND Diane Curran

LIST OF EXHIBITS TO INTERVENORS' CONTENTIONS Exhibit 1 Declaration of Dr. Mark R. Legg in Support of Intervenors' Seismic Design Contention Exhibit 2 Declaration of Michael F. Sheehan, Ph.D, in Support of Intervenors' Financial Qualfication Contention Exhibit 3 Excerpts from PG&E Corporation 2001 Annual Report:

pages 1-14, 50-56, 127 Exhibit 4 Amended Complaint Filed by California Attorney General Bill Lockyer in PG&E Bankruptcy Case (July 12,2002)

Exhibit 5 License Transfer Application and Enclosure 8 Exhibit 6 PG&E Form 8-K (September 20, 2001)

Exhibit 7 Declaration of Dr. Gordon R. Thompson in Support of Intervenors' Environmental Contentions Exhibit 8 William Branigan, "In Afghan Jail, a Terrorist Who Won't Surrender,"

Washington Post (October 31, 2001)

Exhibit 9 Viewgraph from June 6, 2002 meeting between PG&E and Independent Safety Committee Exhibit 10 Excerpts from Affidavit of Gareth W. Parry, et, al (November 20, 2000),

filed in Shearon Harris License Amendment proceeding for spent fuel pool expansion, Docket No. 50-400, ASLBP No. 99-762-02-LA

F .

Exhibit 1 UNITED STAT]ES OF AMERICA NUCLEAR REGULATORY COMIUSSION BEFORE THE ATOMIC SAFETY AND LICENSING BOARD In the Matter of:

PACIFIC GAS & ELECTRIC CO. . Docket No. 72 ISFSI (Diablo Canyon Nuclear Power Plant Unit Nos. I and 2)

DECLARATION OF DR. MARK R. LEGG IN SUPPORT OF INTERVENORS' SEISMIC DESIGN CONTEN ION Under penalty of perjury, Dr. Mark R. Legg declares as follows:

1. My name is Mark R. Legg. I am President of Legg Geophysical, a consulti g firm specializing in seismological issues. I am also an adjunct professor in the Dep ment of Geological Sciences at-San Diego State University; and FEMA/EERI Professi nal Fellow with the Department.of Engineering at the University of Southern California, Los Angeles. In addition, I am a participating scientist with the Southern Californi Earthquake Center, and am licensed to practice geology and geophysics in the tate of California.

2. I am a qualified expert on seismology, earthquake geology and tectonics. L i

particular, I have significant training and experience with regard to the seismol gy, geology and tectonics of coastal California. I hold a Ph.D. in geological scienc

-s, a Masters Degree in oceanography, and a Bachelors Degree in space sciences and mechanical engineering. For over 25 years, I have conducted academic researc h, taught in universities, and provided professional consulting services regarding the seis ology, geology and tectonics of the California coast and offshore regions, and assess nt of earthquake hazards and risk in California and other seismically active regions the world. I have published numerous articles in. professional journals, and have p sented my work at professional meetings. A copy of my resume, including a list of pu lications and presentations, is attached.: f

3. 1 have reviewed the discussions*of seismological issues in Pacific Gas &

El tric's Safety Analysis Report and Environmental Report for the proposed Independen Spent Fuel Storage Installation at the Diablo Canyon nuclear power plant.

4. I assisted the Intervenors in the preparation of Contention TC-l, Inadequate Seismic Analysis. The facts in that contention are true and correct to the best of my kno ledge, and the opinions expressed therein are based on my best professional judgment.

Mark R. Legg, P July 18, 2002

CURRICULUM VITAE Mark R. Legg 16541 Gothard Street, Suite 107 Huntington Beach, CA 92647-4472 Telephone: (714) 842-0404; Fax: (714) 842-5777 e-mail: mrlegg@attglobal.net Education:

1980-1985 Ph.D. (1985), Geological Sciences - University of California, Santa Barbara, California.

Dissertation: Geologic Structure and Tectonics of the Inner Continental Borderland Offshore Northern Baja California, Mexico.

1973-1980 M.S. (1980), Oceanography - Scripps Institution of Oceanography, University of California, San Diego, California.

Thesis: Seismicity and Tectonics of the Inner Continental Borderland of Southern California and Northern Baja California, Mexico.

1971-1973 Physical Oceanography, Post-Graduate Coursework Completed - Florida Institute of Technology, Melbourne, Florida.

1968-1973 B.S. (1973), Space Sciences & Mechanical Engineering (magna cum laude) - Florida Institute of Technology, Melbourne, Florida.

Coursework and senior project specializing in fluid dynamics and tropical storms.

Professional Experience:

2002 EERI/FEMA NEHRP Professional Fellow, Dept. Civil Engineering, University of Southern California, Los Angeles, CA 90089-2531.

Dr. Legg is working with Professor Costas Synolakis to study the tsunami risk to coastal southern California urban areas. The project involves modeling the seafloor deformation from earthquakes on major offshore fault zones and large-scale submarine landslide tsunami sources propagation of the resultant tsunami to the adjacent southern California coast, and estimating the run-up and inundation. Focus will be to study the uplift of the Santa Catalina Island platform as a major strike-slip restraining bend "pop-up", which has also created oversteepened slopes of unstable Catalina Schist basement and overlying sedimentary rocks. The study will perform numerous simulations of varying source sizes and occurrence probability in order to derive some statistical measure of tsunami run-up and inundation probabilities.

1992-Present President, Legg Geophysical, Huntington Beach, CA 92647-4472.

Dr. Legg has assisted the cities of Malibu, Buena Park, and Coachella in preparing Seismic Safety Elements. He assessed earthquake hazards (PML evaluations) to over 500 major building sites throughout California, the Pacific Northwest and Alaska, the Rocky Mountain seismic belt, the New Madrid seismic area, and offshore areas including Guam and the U.S. Virgin Islands to assist financial institutions estimate lending risks. He has conducted high-resolution seismic reflection surveys to evaluate faulting and other shallow geologic structure. He is actively investigating historical and pre-historical earthquake activity along the coast of southern California (San Diego County), including potential for liquefaction and locally-generated tsunami.

1997-Present Consultant/Senior Scientist, Integrated Resources, Inc., Westlake Village, CA 91362.

Dr. Legg provides expertise in seismic hazards assessments including preparation of

Probable Maximum Loss reports and training seminars for understanding seismic risk.

Professional Experience (continued):

1989-1999 Senior Scientist, ACTA Inc., Torrance, CA 90505.

At ACTA, Dr. Legg has investigated submarine earthquakes and faulting on a National Science Foundation Research Grant, and has analyzed risk for earthquakes and volcanic hazards for the proposed Hawaii Space Port. He is a participating scientist with the Southern California Earthquake Center helping to develop the "Master Model" for earthquake hazards in the region. He has studied the interaction of sonic booms with seismic surface waves, and has been responsible for upgrading ray tracing software for analyzing the effects of blast and other shock wave propagation. He has helped to develop models for predicting the penetration of space debris through building roofs. He has utilized and developed interfaces for Geographic Information Systems to map various natural and man-made hazards for risk analyses. He has conducted trajectory analyses for oil spill in coastal lagoons.

1988-1989 Project Manager, NTS Engineering, Long Beach, CA 90803.

Dr. Legg supervised and conducted research on projects related to risk and hazards analysis for earthquakes and other natural hazards. In particular, seismic risk assessments for major earthquake insurance clients were prepared.

1985-1988 Research Scientist, Amoco Production Co., Tulsa Research Center, Tulsa, OK 74102.

As a Research Scientist for the Amoco Tulsa Research Center, Dr. Legg developed and tested new methods for acquisition of seismic reflection data in the marine environment with emphasis on acquisition of data in difficult areas. He was responsible for documenting methods developed and transferring the new technology to regional exploration offices.

1979-1985 Member of the Professional Staff, J. H. Wiggins Company, Redondo Beach, CA 90277.

At the J. H. Wiggins Company, Dr. Legg prepared seismic hazard analyses and upgraded computer programs used in natural hazard and other risk analyses. He prepared seismic microzonation maps of hazards and evaluated the seismic risk to water supply and natural gas systems in a major urban area.

Academic Experience:

1992-Present Adjunct Professor, Department of Geological Sciences, San Diego State University, San Diego, CA 92182.

1992-Present Assistant Visiting Research Geophysicist, Institute for Crustal Studies, University of California, Santa Barbara, CA 93106.

Collaborative research on National Science Foundation grant to investigate shallow to moderate depth crustal structure in the inner California Continental Borderland using single-channel and multichannel seismic reflection profiles and to develop greater understanding of the late Cenozoic tectonic evolution of the Inner Borderland.

1991-Present Participating Scientist, Southern California Earthquake Center, Los Angeles, CA.

Conducted research and compiled maps of the faulting offshore southern California; conducted field trip to coast and Santa Catalina Island for Summer Intern Program; presented seminars to various schools and local government agencies regarding offshore earthquake hazards.

1987-1988 M.S. Thesis Committee, Graduate Department, University of Tulsa, Tulsa, OK.

Mary E. MacKay - Oblique Convergence on the Panama Subduction Zone (1988).

Elinor G. Edelhoff - Depositional Evolution of Trench Slope Basins - Shumagin Margin, Pavre - 2

Alaska (1987).

1979-1982 Research Assistant, California Division of Mines & Geology, La Jolla, CA 92093.

Mapped offshore faults using high-resolution seismic reflection profiles; offshore seismicity and earthquake focal mechanisms for the southern California region.

Academic Experience (continued):

1977-1979 Sea Grant Trainee, Scripps Inst. of Oceanography, Geol. Res. Div., La Jolla, CA 92093.

Compiled and analyzed historical earthquake and climate data for San Diego County; Monitored coastal erosion in northern San Diego County.

1973-1977 Research Assistant, Institute of Geophysics & Planetary Physics, La Jolla, CA 92093.

Collected and analyzed seismic reflection and refraction data from oceanic regions; Collected and analyzed micro-earthquake data using sonobuoys in oceanic areas; Planned and led research cruises to obtain seismic data.

Honors and Awards:

2002 EERI/FEMA NEHRP Professional Fellowship, U. Southern California 1998,2000 Southern California Earthquake Center, Outstanding Education Award 1994-Present Treasurer, Los Angeles Basin Geological Society [AAPG Local Section]

1996-1997 President, Los Angeles Basin Geological Society [AAPG Local Section]

1996-Present Sigma Xi 1985 Student Paper Award, Los Angeles Basin Geological Society 1973-1976 National Science Foundation Graduate Fellowship, Scripps Inst. Oceanography 1973 Magna Cum Laude, B.S., Florida Institute of Technology Professional Registration and Memberships:

1996-Present Registered Geologist (Calif. #6463) 1990-Present Registered Geophysicist (Calif. #948) 1974-Present Engineer-in-Training (Calif. #3951) 1974-Present American Association of Petroleum Geologists, National and Pacific Section 1974-Present American Geophysical Union 1980-Present Geological Society of America 1976-Present Seismological Society of America 1986-Present Society of Exploration Geophysicists 1999-Present Earthquake Engineering Research Institute 1988-Present Los Angeles Basin Geological Society (Treasurer, 1996-2001) 1988-Present South Coast Geological Society 1996-Present Applied Technology Council, Structural Engineers Association of California Publications:

Legg, M.R., D.C. Agnew, and R.S. Simons, 1977, Earthquake history and recent seismicity of coastal San Diego County, California, 1800-1976. in Kuhn, G., Coastal Zone Geology and Related Sea-Cliff Erosion: San Dieguito River to San Elijo Lagoon, San Diego County, California. San Diego County Board of Supervisors Study #11596-0800E-KUHN.

Legg, M.R., and V. Wong 0., 1979, Faulting in the inner continental borderland offshore northern Baja Padre - 3

California, Mexico. In Proceedings of the symposium on human settlements of the San Andreas fault system. Tijuana, Mexico, p. 136-151.

Wong 0., V., and M.R. Legg, 1979, Implicaciones tectonicas de la falla de Agua Blanca en la region de la Bahia de Todos Santos. In Proceedings of the 5th annual meeting of Centros de Investigaciones de Baja California y Scripps Institution of Oceanography.

Legg, M.R., 1980, Present-day microplate tectonics in the Southern California Continental Borderland. In Proceedings of the 6th Annual Meeting of Centros de Investigaciones de Baja California y Scripps Institution of Oceanography, p. 51-97.

Publications (continued):

Kennedy, M.P., S.H. Clarke, H.G. Greene, and M.R. Legg, 1980, Recency and character of faulting offshore from metropolitan San Diego, California. California Division of Mines & Geology Map Sheet #42.

Scale 1:50,000.

Legg, M.R., R.T. Eguchi, and J.H. Wiggins, 1980, U.S. building exposure, county data file - User's manual.

U.S. Geological Survey Open-FileReport #80-1169. (Contract Report).

Legg, M.R., R.T. Eguchi, and J.H. Wiggins, 1980, National earthquake loss assessment: Sensitivity to alternative risk mapping procedures. U.S. Geological Survey Open-File Report #80-1170. (Contract Report).

Eguchi, R.T., J.M. Hudson, L.L. Philipson, M.R. Legg, C. Taylor, and J.H. Wiggins, 1981, Earthquake performance of natural gas distribution systems. In Proceedings of the 1981 International Gas Research Conference, Los Angeles, California.

Legg, M.R., R.T. Eguchi, J.H. Wiggins, and J.E. Slosson, 1982, Seismic hazard models for the city of Oakland, California. J.H. Wiggins Company TechnicalReport #1396-4, Redondo Beach, California.

Legg, M.R., and Slosson, J.E., 1982, Seismic hazard mapping for lifeline vulnerability analyses: in Proceedings of the 3rd International Earthquake Microzonation Conference, Seattle, Washington, p.

1641-1652.

Eguchi, R.T., M.R. Legg, C.E. Taylor, L.L. Philipson, and J.H. Wiggins, 1983, Earthquake performance of water and natural gas supply systems, final report. J.H. Wiggins Company Technical Report #1396-5, Redondo Beach, California.

Eguchi, R.T., C.E. Taylor, and M.R. Legg, 1983, Earthquake performance of water supply systems. in Earthquake behavior and safety of oil and gas storage facilities, buried pipelines and equipment, ASME, New York City, PVP, vol. 77, p. 406-416.

Legg, M.R., and J.E. Slosson, 1984, Probabilistic approach to earthquake-induced landslide hazard mapping. in Proceedings of the Eighth World Conference on Earthquake Engineering, San Francisco, CA, p. 445452.

Taylor, C.E., M.R. Legg, J.M. Haber, and J.H. Wiggins, 1985, New lifeline multi-scenario seismic risk techniques with a model application. Civil EngineeringSystems, v. 2, p. 77-83.

Legg, M.R., 1986, Earthquake epicenters and selected fault plane solutions of the mid-southern California continental margin. Map No. 2B in Greene, H.G., and M.P. Kennedy, editors, Geologic Map Series of the California Continental Margin, California Division of Mines and Geology, Area 2 of 7, (NOS 1206N-15), Scale 1:250,000.

Wong 0., V., M.R. Legg, and F. Suarez V., 1986, Sismicidad y tectonica de la margen continental del sur de California (USA) y Baja California Norte (Mexico). Geofisica Internacional,v. 26, p. 459478.

Legg, M.R., 1987, Earthquake epicenters and selected fault plane solutions of the inner-southern California continental margin. Map No. 1B in Greene, H.G., and M.P. Kennedy, editors, Geologic Map Series of the California Continental Margin, California Division of Mines and Geology, Area 1 of 7, (NOS 1206N-16), Scale 1:250,000.

Legg, M.R., 1987, Earthquake epicenters and selected fault plane solutions of the outer-southern California continental margin. Plate 3B in Greene, H.G., and M.P. Kennedy, editors, Geologic Map Series of the California Continental Margin, California Division of Mines and Geology, Area 3 of 7, (NOS 1206N 16), Scale 1:250,000.

Legg, M.R., 1988, Three proprietary technical reports for Amoco Production Company, Tulsa Research Center regarding acquisition and processing of marine seismic reflection data.

Legg, M.R., and V. Wong-Ortega, 1988, Geology and seismotectonics of the inner continental borderland of northern Baja California, Mexico: in Proceedings of the International Conference on Coastal Hazards, August, 1988, Ensenada, B.C., Mexico.

Haber, J., M. Legg, and P. Lieberman, 1989, Earthquake Risk Assessment, Risk Management Reports, vol. 16, p. 9-30.

Haber, J.M., and M.R. Legg, 1989, An engineering approach to earthquake rate development, in Proceedings, Earthquake: An International Conference on Insuring and Managing the Inevitable, Society of CPCU, Honolulu, HI, May 14-17, 1989.

Haber, J., D. Nakaki, C. Taylor, G. Knipprath, V. Kopparam, and M.R. Legg, 1989, Effects of aircraft noise and sonic booms on structures: An assessment of the current state-of-knowledge: Final Report of U. S.

Air Force, Noise and Sonic Boom Impact Technology, Report HSD-TR-89-002, 55 pp.

Legg, M.R., B.P. Luyendyk, J. Mammerickx, C. de Moustier, and R.C. Tyce, 1989, Sea Beam survey of an active strike-slip fault: The San Clemente fault in the California Continental Borderland. Journal of GeophysicalResearch, v. 94, p. 1727-1744.

Legg, M.R., and J.M. Haber, 1990, Study to determine seismic response of sonic boom-coupled Rayleigh waves; Technical literature review. Contract Report for U.S. Air Force Systems Command, Noise and Sonic Boom Impact Technology, OL-AC HSD/YAH(NSBIT). 34 pp.

Haber, J.M., and M.R. Legg, 1990, Sonic boom damage to conventional structures. in Proceedings of the 61st Shock and Vibration Symposium, Pasadena, CA. p. 241-250.

Legg, M.R., 1990, Faulting and seismotectonics of the inner continental borderland west of San Diego. in The Seismic Risk in the San Diego Region--Special Focus on the Rose Canyon Fault System

[Proceedings]: Southern California Earthquake Preparedness Project, San Diego, p. 50-70, 11 Figures.

Legg, M.R., and J.M. Haber, 1990, Seismic response of sonic boom-coupled Rayleigh waves: Final Report, U. S. Air Force Systems Command, Noise and Sonic Boom Impact Technology, OL-AC HSD/YAH(NSBIT), 246 pp.

Legg, M.R., and J.M. Haber, 1990, Sonic boom coupled Rayleigh waves: in Proceedings of the 61st Shock and Vibration Sypmosium, Pasadena, CA, p. 2 5 1-260.

Legg, M.R., 1991, Sea Beam evidence of recent tectonic activity in the California Continental Borderland.

in Dauphin, P., and G. Ness, editors, The Gulf and Peninsular province of the Californias. American Association of Petroleum Geologists Memoir #47, p. 179-196.

Legg, M.R., V. Wong 0., and F. Suarez V., 1991, Geologic structure and tectonics of the inner continental borderland of northern Baja California. in Dauphin, P., and G. Ness, editors, The Gulf and Peninsular province of the Californias. American Association of Petroleum Geologists Memoir #47, p. 145-177.

Legg, M.R., 1991, Developments in understanding the tectonic evolution of the California Continental Borderland: in Osborne, R.H., ed., From Shoreline to Abyss: Shepard Commemorative Volume, SEPM Special Publicatin 46, p. 291-312.

Legg, M.R., 1992, Faulting and seismotectonics in the inner borderland offshore of the Los Angeles Basin.

in Proceedings of the Association of Engineering Geologists Annual Meeting, Long Beach, California,

p. 569-578.

McCarthy, R.J., E.N., Bernard, and M.R. Legg, 1993, The Cape Mendocino earthquake: A local tsunami wakeup call? in Proceedings of the Eighth Symposium on Coastal and Ocean Management, New Orleans, Louisiana, p. 2812-2828.

Page - 5

Kuhn, G., M.R. Legg, and E. Frost, 1994, Large pre-historic earthquake(s) in coastal San Diego County, California: in Paleoseismology Workshop Proceedings, Sept. 1994, Marshall, CA, U.S. Geological Survey Open-FileReport 94-568, p. 100-103.

Kuhn, G. G., M. R. Legg, and E. Frost, 1995, Late prehistoric earthquake(s) in coastal San Diego County, California: American Assoc. Petroleum Geologists, PacificSection Newsletter, Bakersfield, CA.

Legg, M. R., 1995, Earthquake Related Coastal Inundation--Tsunami and Seiche: Section 3.3.4 in G. Johnson, ed., Guidancefor the Seismic Evaluation and Design of PetrochemicalFacilities,ASCE Publication.

Fischer, P. J., and Legg, M.R., 1999, Offshore geology of the Northern Channel Islands Platform, southern California: Fifth Channel Islands Symposium, Santa Barbara, CA, v. 47, p.?

Francis, R. D., D. R. Sigurdson, M. R. Legg, R. B. Grannell, and E. L. Ambos, 1999, Student participation in an offshore seismic reflection study of the Palos Verdes fault, California Continental Borderland:

Journalof Geo-Science Education, v. 47, p. 22-30.

Legg, M.R., and Borrero, J.C., 2001, Tsunami potential of major restraining bends along submarine strike slip faults: in Proceedings of the International Tsunami Symposium 2001, NOAA/PMEL, Seattle, WA,

p. 331-342.

Legg, M.R., and Kamerling, M.J., 2001, Large-scale basement-involved landslides, California Continental Borderland: in Watts, P., Synolakis, C.E., and Bardet, J.-P., eds., Predictionof UnderwaterLandslide Hazards, Proceedings of the May 2000 Workshop, University of Southern California, Balkema Press (in press).

Legg, M. R., Nicholson, C., and Sorlien, C., 2001, Crustal imaging and extreme Miocene extension of the inner California Continental Borderland: Geological Society of America Bulletin, (in revision).

Francis, R. D., M. R. Legg, D. R. Sigurdson, R. B. Grannell, and P. J. Fischer, 2001, Structural inversion and complex hanging wall deformation along an oblique dextral shear: The Palos Verdes fault zone offshore southern California: manuscript in revision.

Legg, M.R., Kamerling, M.J., and Francis, R.D., 2002, Termination of strike-slip faults at convergence zones within continental transform boundaries: Examples from the California Continental Borderland:

in Grocott, J., McCaffrey, K., Taylor, G., and Tikoff, B., eds., VerticalCoupling andDecouplingin the Lithosphere: Geological Society of London Special Publication, (in prep.)

Legg, M. R., 2002, Submarine geology of the inner California Continental Borderland of northern Baja California, Mexico. Geological Society of America Map and Chart Series. Scale 1:100,000. (In revision).

Field Trip Guidebooks and Articles:

Agnew, D.C., M.R. Legg, and C. Strand, 1979, Earthquake history of San Diego. in Abbott, P.L., and W.J.

Elliott, editors, Earthquakes and otherperils-SanDiego region: San Diego Association of Geologists,

p. 123-138.

Legg, M.R., and D.C. Agnew, 1979, The 1862 earthquake in San Diego. in Abbott, P.L., and W.J. Elliott, editors, Earthquakes and otherperils-SanDiego region: San Diego Assoc. Geologists, p. 139-142.

Legg, M.R., and M.P. Kennedy, 1979, Faulting offshore San Diego and northern Baja California. in Abbott, P.L., and W.J. Elliott, editors, Earthquakes and other perils - San Diego region: San Diego Association of Geologists, p. 29-46.

Legg, M.R., and M.P. Kennedy, 1991, Oblique divergence and convergence in the California Continental Borderland. in Abbott, P.L., and W.J. Elliott, eds., Environmental Perils of the San Diego Region:

San Diego Association of Geologists Guidebook, p. 1-16.

Legg, M.R., 1992, Faulting and seismotectonics in the inner borderland offshore of southern California: in Engineering Geology field trips: Orange County, Santa Monica Mountains, and Malibu, 35th Annual Pave - 6

Meeting, Assoc. Engr. Geologists, South Coast Geological Society guidebook, p. Al l-A17.

Kuhn, G.G., M.R. Legg, J.A. Johnson, R.J. Shlemon, and E.G. Frost, 1995. Paleo-Liquefaction Evidence for Large Pre-Historic Earthquake(s) in North-Coastal San Diego County, California: In: eds. T.

Munasinghe and P. Rosenberg; Geology and Natural Resources of Coastal San Diego County, California, San Diego Assn. of Geologists Guidebook, p. 16-24.

Legg, M.R., G.G. Kuhn, J.A. Johnson, and E.G. Frost, 1995 Prehistoric Tsunami Investigations in Southern California: U.S. Geological Survey/NOAA Sponsored Conference (Tsunami Deposits: Geological Warnings of Future Inundation) held on 22-23 May, 1995 at the University of Washington at Seattle, Abstracts with Programs, p. 33-34.

Francis, R. D., Bohannon, R. G., and Legg, M. R., 1998, Geology and marine geophysics of Catalina Island and the California Borderland: Field trip guidebook, Cordilleran Section, Geological Society of America, Long Beach, CA, 16 p. 1 plate.

Kuhn, G.G., Legg, M.R., Shlemon, R.J., and Bauer, J.L., 2000, Neotectonics in the North Coastal Area, San Diego County, California: in Legg, M.R., Kuhn, G.G., and Shlemon, R.J., eds., Neotectonics and Coastal Instability: Orange and Northern San Diego Counties, California: Joint Field Conference, guidebook (2 volumes), AAPG Pacific Section, SPE Western Section, Long Beach, p. 1-88-1-103.

Other Annual Meeting and Workshop Proceedings:

Legg, M.R., 1989, Faulting and seismotectonics of the inner continental borderland west of San Diego. in Proceedings of The seismic risk in the San Diego region-Workshop on the Rose Canyon fault system.

Southern California Earthquake Preparedness Project, San Diego. p. 50-70.

Kuhn, G.G., M.R. Legg, and E.G. Frost, 1994. Large Pre-Historic Earthquake(s) in Coastal San Diego County, California: in Proceedings of the Workshop on Paleoseismology, held at Marshall, California on 18-22 September, 1994., U.S. Geol. Survey Open File-ReportNo.94-568, p. 100-102.

Legg, M. R., G. Kuhn, J. Johnson, and E. G. Frost, 1995, Prehistoric tsunami investigations in southern California [expanded abstract]: in Proceedings, Tsunami Deposits: Geologic Warnings of Future Inundation: Workshop at University of Washington, Seattle, p. 33-34.

Nicholson, C., Sorlien, C.C., and Legg, M.R., 1996, Crustal imaging along the California Continental Borderland: Miocene extension, rotation, and tectonic inversion related to an evolving transform system: 7th International Symposium on Deep Seismic Profiling, Asilomar, CA, Sept. 15-20.

Abstracts and Progress Reports from Southern California Earthquake Center Annual Meetings:

Legg, M.R., 1992, Prepare Inner Borderland fault maps at a scale of 1:100,000 for publication as Geological Society of America Map and Chart Series: SCEC Annual Meeting, Los Angeles, CA, p. A-20.

Legg, M.R., 1994, Compile fault maps of the southern California Continental Borderland for the Master Model: SCEC Annual Meeting, Temecula, CA, p. A-15-17.

Pazdral, Susannah, and Legg, M.R., 1995, 3-D Mapping of the Thirtymile Bank detachment fault: SCEC Annual Meeting, Ojai, CA.

Francis, R.D., Legg, M.R., Sigurdson, D.R., and Fischer, P.J., 1996, Restraining Bend Along the Palos Verdes Fault, Offshore Southern California: SCEC Annual Meeting, Legg, M.R., Hollister, C.D., and Lemmond, P., 1998, Seafloor morphology of the San Clemente Island fault:

SCEC Annual Meeting, Palm Springs, CA, p. 70.

Legg, M.R., Einstein, D.E., and Wang, H.D., 1999, Deformation history of a major restraining bend along a right-slip fault: the San Clemente fault offshore northern Baja California: SCEC Annual Meeting, Palm Springs, CA, p. 74.

Legg, M.R., and Goldfinger, Chris, 2000, Fault Story: Two Big Ones That Got Away: SCEC Annual

Meeting, Oxnard, CA.

Legg, M.R., and Borrero, J.C., 2001, Tsunami potential of major restraining bends along submarine strike slip faults: SCEC Annual Meeting, Oxnard, CA.

Annual Meeting Abstracts/Papers (AGU, GSA, SSA, AAPG):

Bradner, H., Legg, M.R., and Reichle, M.S., 1978, Sonobuoy measurement of aftershocks of Santa Barbara 13 August 1978 earthquake: [Abstract]. in Trans. American Geophysical Union, v. 59, Fall Meeting, San Francisco, CA. p. 1130.

Legg, M.R., and Wong-Ortega, V., 1978, New evidence for major faulting in the inner borderland ofs northern Baja California, Mexico: [Abstract]. in Trans. American Geophysical Union, v. 59, Fall Meeting, San Francisco, CA. p. 1134.

Legg, M.R., and Wong-Ortega, V., 1979, Faulting in the inner Continental Borderland, offshore northern Baja California, Mexico: [Abstract] Geological Society of America Abstracts w/Programs, v. 11, p.

464.

Legg, M.R., 1980, Present-day microplate tectonics in the Southern California Continental Borderland:

[Abstract]. in Trans. American Geophysical Union, v. 61, Fall Meeting, San Francisco, CA. p. 1124.

Legg, M.R., and Luyendyk, B.P., 1982, SeaBeam survey of an active strike-slip fault in the Southern California Continental Borderland: [Abstract]. in Trans. American Geophysical Union, v. 63, Fall Meeting, San Francisco, CA. p. 1107.

Legg, M.R., and Wong-Ortega, V., 1982, Seismicity, faulting, and tectonics of the inner Continental Borderland offshore northern Baja California, Mexico: [Abstract] in American Association of Petroleum Geologists Bulletin, v. 66, p. 974.

Legg, M.R., Slosson, J.E., and Eguchi, R.T., 1983, Earthquake-induced landslide hazard mapping:

[Abstract] in Association of Engineering Geologists 26th Annual Meeting, San Diego, California.

Legg, M. R., 1987, Seismic expression of late Quaternary Banda submarine canyon and fan offshore northern Baja California: [Abstract] in American Association of Petroleum Geologists Bulletin, v. 71,

n. 5, p. 582.

Legg, M.R., Wong-O., V., and Suarez-V., F., 1987, Geologic structure and tectonics of Inner Continental Borderland of northern Baja California: [Abstract] in American Association of Petroleum Geologists Bulletin, v. 71, n.5, p. 582.

Legg, M.R., 1988, Fault character and seismotectonics along the western boundary of the southern California microplate: [Abstract] in Trans. American Geophysical Union, v. 69, Fall Meeting, San Francisco, CA. p. 1419.

Bohannon, R., S. Eittreim, J. Childs, E. Geist, M. Legg, C. Lee, C. Sorlien, and L. Busch, 1990, A seismic reflection study of the California Continental Borderland [Abstract]. in Trans. American Geophysical Union, v. 71, Fall Meeting, San Francisco, CA. p. 1631.

Legg, M.R., and J. G. Vedder, 1990, Pull-apart basins along the San Clemente fault, offshore southern California: [Abstract] in Trans. American Geophysical Union, v. 71, Fall Meeting, San Francisco, CA,

p. 1631.

Legg, M.R., and M.P. Kennedy, 1991, Hazards resulting from oblique faulting in the California Continental Borderland [Abstract]. In Geological Society of America, Cordilleran Section, Abstracts w/Programs.

p. 44.

Legg, M.R., J.R. Ashby, and J.A. Minch, 1991, Late Cenozoic oblique rifling of the San Diego Trough

[Abstract]. In Geological Society of America, Abstracts with Programs, Annual Meeting, San Diego, CA. p. 198.

Legg, M.R., C. Nicholson, and C. Sorlien, 1992, Active faulting and tectonics of the inner California Continental Borderland. [Abstract] In Trans. American Geophysical Union, v. 73, p. 588.

Papre - R

Legg, M.R., 1993, Seismogenic potential of the South Coast region: [Abstract] Pacific Sections of the AAPG, SEPM, SEG, AEG, SPWLA, AIPG and SCA 68th Annual Meeting, Long Beach, California.

Legg, M.R., and C. Nicholson, 1993, Geologic structure and tectonic evolution of the San Diego Trough and vicinity, California Continental Borderland: [Abstract] Pacific Sections of the AAPG, SEPM, SEG, AEG, SPWLA, AIPG and SCA 68th Annual Meeting, Long Beach, California.

Legg, M.R., T.K. Rockwell, and E.M. Gath, 1993, Active faulting along California's Southern Coast:

[Abstract] Pacific Sections of the AAPG, SEPM, SEG, AEG, SPWLA, AIPG and SCA 68th Annual Meeting, Long Beach, California.

Nicholson, C., Sorlien, C.C., and Legg, M.R., 1993, Crustal imaging and extreme Miocene extension of the Inner California Continental Borderland: [Abstract] Geological Society of America Abstracts w/Programs, v. 25, p. A-418.

Legg, M. R., 1994, Potential sources of local tsunami in the California Continental Borderland: [Abstract]

Seismological Society of America, Annual Meeting, Pasadena, CA.

Legg, M. R., G. G. Kuhn, and E. G. Frost, 1994. Episodic Uplift of the Southern California Coast by Large Strike-Slip Earthquakes: Amer. Geophysical Union, Fall Meeting, held on 5-9 December, 1994 at San Francisco, California; Abstracts with Programs; Session no. T31B-17.

Legg, M. R., 1996, Development of Strike-Slip Faults Above Irregular Basement in the California Continental Borderland: [Abstract] AAPG Annual Meeting, San Diego, CA.

Legg, M.R., 1996, Oblique-rift basins of the inner California Continental Borderland; [Abstract] Geological Society of America, Penrose Conference, Loreto, Baja California, Mexico.

Francis, R. D., Legg, M. R., Sigurdson, D. R., and Fischer, P. J., 1996, Restraining bend along the Palos Verdes fault, offshore southern California: [Abstract] Trans. American Geophysical Union, v. 77, p.

F512.

Nicholson, C., Sorlien, C., Kamerling, M. J., and Legg, M. R., 1996, Crustal imaging along the southern California margin: Miocene extension, rotation, and tectonic inversion related to an evolving transform system: [Abstract] Trans. American Geophysical Union, v. 77, p. F738.

Legg, M. R., 1997, A new look at the California offshore: [Abstract] presented at Petroleum Technology Transfer Council Workshop, University of Southern California, Los Angeles.

Legg, M. R., Nicholson, C., and Sorlien, C., 1998, Late Cenozoic tectonic evolution of the San Diego Trough region, offshore southern California: [Abstract] Cordilleran Section, Geological Society of America, Annual Meeting, Long Beach, CA.

Legg, M. R., Hollister, C. D., and Lemmond, P., 1998, Seafloor morphology of the San Clemente Island fault: [abstract] EOS, Trans. Amer. Geophys. Union, CA, v. 79 p. F900.

Goldfinger, C., M. Legg, and M. Torres, 2000, New mapping and submersible observations of recent activity of the San Clemente fault: [Abstract] Trans. American Geophysical Union, Fall meeting, San Francisco, p. 1069.

Legg, M. R., 2000, Development and Growth of Large Transpressional Stepovers in Strike-Slip Faults:

[Abstract] Pacific Section AAPG, SEPM, SEG, SPE Annual Meeting, Long Beach, CA.

Legg, M. R., 2000, California Continental Borderland: Nature's excellent laboratory for interacting tectonic, biological, and geochemical processes: [Abstract] in Trans. American Geophysical Union, Fall meeting, San Francisco, p. 1067-1068.

Legg, M.R., Kuhn, G.G., and Slosson, J.E., 2000, Seismic hazard assessment along tectonically active coasts: [Abstract] Geological Society of America, 2000 Annual Meeting, Reno, NV.

Legg, M.R., White, S., and Macdonald, K., 2000, Late Cenozoic seafloor spreading in South San Clemente Basin: A hole through the Inner Borderland lithosphere: [Abstract] Trans. American Geophysical Union, Fall meeting, San Francisco, p. 1068.

Slosson, J.E., Kuhn, G.G., McCarthy, R.J., and Legg, M.R., 2000, Use of space photography for fault and geomorphic studies: [abstract] Geological Society of America, Cordilleran Section, Vancouver, B.C.

Pap'e - 9

Legg, M.R., Kamerling, M.J., and Francis, R.D., 2001, Termination of strike-slip faults at convergence zones within continental transform boundaries: Examples from the California Continental Borderland:

[Abstract] Trans. American Geophysical Union, Fall meeting, San Francisco, p. F 1110.

Annual Meeting Abstracts/Papers (continued):

Legg, M.R., Nicholson, C., Kamerling, M., Goldfinger, C., and Milstein, R., 2002, Miocene craters and active faults offshore southern California [Abstract]: in Seismological Research Letters, v. 73, p. 259.

Page-1O

Exhibit 2 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION BEFORE THE ATOMIC SAFETY AND LICENSING BOARD In the Matter of PACIFIC GAS & ELECTRIC CO. Docket No. 72 ISFSI (Diablo Canyon Nuclear Power Plant Unit Nos. 1 and 2)

DECLARATION OF MICHAEL F. SHEEHAN, PiD IN SUPPORT OF INTERVENORS' FINANCIAL QUALIFICATION CONTENTION I, Michael F. Sheehan hereby declare under penalty of peijury that:

I am the managing partner of Osterberg and Sheehan, Public Utility Economists, a private consulting firm specializing in regulatory policy, economics and finance.

My curriculum vitae listing my qualifications, experience, training, and publications is attached.

2. I hold B.S., M.A. and Ph.D. degrees in economics from the University of California at Riverside. I have taught project analysis, quantitative economics, and operations research, as well as basic, intermediate, and graduate courses in economic theory and policy at the Graduate School of Administration at the University of California at Riverside; at California State College, San Bernardino; and in the Graduate Program at Chapman College. In 1979 1joined the Graduate Program in Urban and Regional Planning at the University of Iowa, where I taught courses in environmental policy and planning, public utility policy and planning, planning economics, local energy planning, and state and local development finance. I have published a substantial number of articles in scholarly journals and a number of chapters in books.

3. Much of my practice over the last twenty years has been involved with the economics and finance of project planning and regulation. This has included high and low level radioactive waste issues in the west and midwest, the economics of power supply in the event of early closure of nuclear plants, financial qualifications and other issues in the context of the nuclear fuel enrichment and uranium mining involving issues of financial qualification, cost-benefit analysis and NEPA. I have also testified before the NRC on financial qualification and other related issues in the ISFSI context.

4. I am familiar with the circumstances and materials in this case generally, and specifically as they relate to the financial qualifications of the applicant and related entities.

5. 1 assisted Intervenors in the preparation of Contentions TC-2, TC-3, TC-4, and TC-5, regarding financial qualifications issues. The facts in those contentions are tree and correct to the best of my knowledge, and the opinions set forth there are based on my best professional judgment.

DATED this July 18, 2002.

Michael F. Sh h*-fD.

2

July 2002 MICHAEL F. SHEEHAN Address: 33126 Callahan Road Scappoose, Oregon 97056 Born: January 1, 1946 Brooklyn, New York Marital Status: Married, two daughters J.D. (With Distinction) College of Law, University of Iowa, Education:

May 1987.

Ph.D. (Economics) University of California at Riverside, June 1979 Master of Arts (Economics)

University of California at Riverside, June 1973 Bachelor of Science (Economics, Magna Cum Laude)

University of California at Riverside, June 1972 Professional Admitted to the Iowa Bar (June 1987).

Licenses: Admitted to the Bar of the U.S. District Court for the Northern District of Iowa (July 1987).

Admitted to the Oregon Bar (April 1988).

Admitted to the Bar of the U.S. District Court for the District of Oregon (April 1990).

Admitted to the Bar of the Ninth Circuit Court of Appeals (February 1992).

Academic Professor Peter Fisher

References:

Graduate Program in Urban and Regional Planning, The University of Iowa, Iowa City, Iowa 52242.

Professor Greg Hayden, Department of Economics, University of Nebraska, Lincoln, Nebraska 68510.

PAGE 1

Professor K.C. Kogiku Tsu 602-40 Tsu Kamakura City Japan 248 Professor Barney Hope Department of Economics California State University Chico, CA 95929 916-898-4836 off FAX: 916-898-6889 Prof. Harry Trebing Institute of Public Utilities Michigan State University Olds Hall, Rm. 113 East Lansing, MI 48824 517-355-1876 Hm: 517-349-1828 Prof. Marc Tool Department of Economics California State University Sacramento, CA 95819-2694 off: 916-278-6945 Dept: 916-278-6223; Hm: 916-457-2782 Professor Richard Moss, Department of Economics, California State College, San Bernardino, California 92407.

Teaching Fields: Public Utility Economics and Planning State & Local Economic Development Natural Resources and Environmental Economics Operations Research (Quantitative Economics)

Law and Economics Research Interests Public Utilities and Expertise: State & Local Economic Development Analysis of Risk and Environmental Safety Law and Economics Languages: Spanish PAGE 2

Articles in Academic "The Problem of Mass Evictions in Mobile Home Parks Journals: Subject to Conversion." 8 Journalof Affordable Housing &

Community Development Law 231 Spring 1999.

"Why Ramsey Pricing is Wrong: The Case of Telecommunications Regulation: A Response to Harkenrider." Journalof Economic Issues (December 1993).

"Mobile Home Rent Control: Designing Local Regulations." Land Use Law 3 (November 1992) (With Roger Colton).

"Ramsey Pricing Without Cross-Subsidization? A Response to Professor Becker." Journalof Economic Issues (December 1991).

"Monopoly, the Holding Company, and Asset Stripping:

The Case of Yellow Pages." Journalof Economic Issues, (March 1992). (Equal authors with Evan White).

"A Clarification of the Concept of 'Instrumental Valuation' in Neoinstitutional Economics." Journalof Economic Issues (March 1992). (Second author with Rick Tilman).

"Why Ramsey Pricing is Wrong: The Case of Telecommunications Regulation." Journalof Economic Issues (March 1991).

"Raising Local Government Revenues Through Utility Franchise Charges: If the Fee Fits Foot It". 21 Urban Lawyer 55 (Winter 1989). (With Roger Colton).

"Institutionalists Before Regulatory Commissions: The Value of Doing in Thinking, Teaching, and Writing" Journalof Economic Issues, December 1988.

"Corporate Control and the Decapitalization of Subsidiary Corporations: The Looting of the Bangor and Aroostook Railroad." Journalof Economic Issues, September 1988.

"A New Basis for Conservation Programs for the Poor: Expanding the Concept of 'Avoided Costs,"' National ClearinghouseReview. June 1987 (with Roger Colton).

PAGE 3

"Seven-Cum-Eleven: Rolling the Toxic Dice in the U.S.

Supreme Court," Boston College EnvironmentalAffairs Law Review. V. 14, #3 (1987) (with Roger Colton and Kathleen Uehling).

"Regulatory Control of Natural Gas Procurement Practices in Illinois: Permissible Regulation or Preempted Activity?" 35 DePaulLaw Review 317 (1986)(with Roger Colton). Reprinted in Public Utility Law Anthology v. IX (1986).

"Plant Closings and the Community: The Instrumental Value of Public Enterprise," American Journalof Economics and Sociology, V. 44, #4, October 1985.

"Institutional Development of Water Supply in California:

The Miller-Lux Water Monopoly Controversy," Social Science Journal, V. 22, No. 1, January, 1985 (with Barney Hope, equal authors).

"The Political Economy of Centralized Water Supply in California," Social Science Journal, V. 20, #2, April 1983 (with Barney Hope, equal authors).

"Land Speculation in Southern California: The Roles of Railroads, Trolley Lines and Automobiles," The American Journal of Economics and Sociology, V. 41, #2, April 1982.

"Land Speculation in Southern California: Energy Monopoly, Fiscal Crisis and the Future," The American Journal of Economics and Sociology, V. 42, No. 1, January, 1983.

"The Importance of the Burden of Proof in Environmental Regulation," The EnvironmentalProfessional,V. 4, 1982.

"Possibilities for Local Public and Cooperative Ownership of Short Line Railroads," TransportationResearch Record, 802 (1981), (with Peter Fisher).

"Game Theory Analyses Applied to Water Resource Problems," Socio-Economic Planning Sciences, V. 15, #3, (1981), (Sheehan, Kogiku). Reprinted in Kiichiro Kogiku, ed., Resource Allocation Models: Essays on the Management of Resources and the Environment, Tokyo (Aoyama Gakuin University Press) 1990.

PAGE 4

"Policy Problems Associated with Waterborne Asbestos,"

The Water Resources Bulletin, April 1981, V. 17, #2.

"Reply to Discussion of 'Policy Problems Associated With Waterborne Asbestos,"' The Water Resources Bulletin, February 1983, V. 19, #1. ("Discussion" by Michael Edson and Wm. Thompson in the same issue).

"Coordinating Public Utility Expansion, Industrial Siting and Pollution Control: A Workable Dynamic Programming Algorithm," Socio-Economic Planning Sciences, April 1977, V. 11, (Sheehan, Kogiku). Reprinted in Kiichiro Kogiku, ed., Resource Allocation Models: Essays on the Management of Resources and the Environment, Tokyo (Aoyama Gakuin University Press) 1990.

Articles in Trade Employment and Jobs: The Employment Impact of Federal Publications: Environmental Investments National Commission for Employment Policy; Washington D.C. April 1995 (Research Report 95-02). With Skip Laitner and Marshall Goldberg.

"Utility Franchise Charges and the Rental of City Property," in New Jersey Municipalities December 1995,

p. 10ff.

"Cash for Clunkers Program Can Hurt the Poor." State Legislatures33 (May 1993) (with Roger Colton).

Books: Oregon's Prevailing Wage Law Fair Contracting Foundation: Portland, OR, 2000. (With Robert Lee and Lisa Nuss).

On the Brink of Disaster: A State by State Analysis of Low-Income Natural Gas Heating Bills (Flying Pencil Publications: Scappoose, OR 1994) (With Roger Colton).

PAGE 5

Articles in Books: "The Abuse of Economic and Financial Power in the New Economy: Historical Patterns in the Creation of Modem Remedies." In Marc Tool and Dale Bush, eds., Institutional Analysis of Public Policy. NY: Kluwer (forthcoming).

"Raising Local Government Revenues Through Utility Franchise Charges: If the Fee Fits Foot It," Reprinted in Freilich and Bushek, eds., Exactions, Impact Fees and Dedications:Shaping Land-Use Development and Funding Infrastructurein the Dolan Era, ABA, Chicago, 1995; p.233ff (With Roger Colton).

"Whose Goals and Whose Alternatives? How Bad Can a Private Goal Be and Still Define the EIS Under NEPA?,"

Presented to the National Park & Public Land Symposium, to be reprinted. (On the New World Mine proposal) 1995.

"Public Policy: Contributions of American Institutionalism,"

In Geoffrey Hodgson, Warren Samuels and Marc Tool, eds., The Elgar Companion to Institutionaland Evolutionary Economics. Brookfield, VT: Edward Elgar, 1994.

"The Allocation of Wildfire Control Investments." (With Kiichiro Kogiku, equal authors) chapter 3 in Kiichiro Kogiku, ed., Resource Allocation Models: Essays on the Management of Resources and the Environment, Tokyo (Aoyama Gakuin University Press) 1990.

"A System Simulation Analysis of New Strategies for Long run Cost Minimization in Wildfire Control." (With Kiichiro Kogiku, equal authors) chapter 4 in Kiichiro Kogiku, ed.,

Resource Allocation Models: Essays on the Management of Resources and the Environment, Tokyo (Aoyama Gakuin University Press) 1990.

"An Application of Multi-criteria Decision-making to Multiple Use Planning in U.S. Forests." (With Kiichiro Kogiku, equal authors) chapter 5 in Kiichiro Kogiku, ed.,

Resource Allocation Models: Essays on the Management of Resources and the Environment, Tokyo (Aoyama Gakuin University Press) 1990.

"An Analysis of Davenport City Finances." Appendix 6B (p. 181-191) in G. Daniels & K. Gagala, Labor Guide to Negotiating Wages and Benefits, Reston (Prentice-Hall),

1985 (with Peter Fisher).

PAGE 6

"The Struggle Between the Electric Utility Industry and Small Scale Power Producers: Law, Politics and Economics in State and Federal Policymaking." Chapter 6 in Max Neiman and Barbara Burt, eds. The Social Constraintson Energy Policy Implementation, Lexington, D.C. Heath & Co. 1983.

"Economism, Democracy, and Hazardous Wastes: Some Policy Considerations" in Kamieniecki, O'Brien and Clarke, Controversies in Environmental Policy, Albany, SUNY Press, 1986.

"Nonrenewable Resources and the Development of Arid Lands: A Planning Approach," in Alternative Strategiesfor Desert Development and Management, UNITAR, Pergamon Press, 1979 (Adam Rose, Michael Sheehan, Dale Hurd).

Professional Chairman, Columbia County Solid Waste Advisory Administration: Committee, 1999-2002 Member, City of Scappoose, Parks and Recreation Advisory Committee, 2001-2002 Member, Board of Directors, Association for Evolutionary Economics 1999-2000 Member, City of Scappoose Urban Forestry Advisory Board, 1997-1999.

Managing Partner, Osterberg and Sheehan, Public Utility Economists, Scappoose, OR and Mount Vernon, Iowa.

Past Member, Research Advisory Committee, National Regulatory Research Institute, Columbus, Ohio.

Past Member, Board of Editors, Journalof Economic Issues Editor, Reports on the Iowa Economy.

Past-President, Association for Institutional Thought (AFIT)

(1988-9).

Professional & Legal Matthew Glasson Esq., Glasson, Grove and Sole, Cedar

References:

Rapids, Iowa.

Ellen Johnson, Oregon Legal Services, Hillsboro, Oregon.

PAGE 7

a - * .S . d. -.

Denise Chancellor, Assistant Attorney General, Salt Lake City, UT.

Linda Williams, Kafoury & McDougal, Portland, OR David Girard, Columbia Legal Services, Seattle.

Michael Mullett, General Counsel, Citizens Action Coalition, Indianapolis, IN.

Robert Lee, Director, Fair Contracting Foundation, Portland, OR.

Mark Smith, Secretary-Treasurer, Iowa State Federation of Labor, Des Moines, Iowa.

Diane Curran, Harmon, Curran, Gallagher & Spielberg 2001 "S" Street Suite 430, Washington, D.C. 20009-1125 Utility-Related Ameritech Petition to the Indiana Utility Regulatory Law Practice Commissionfor FurtherDeregulation. Cause 40849. 1997

8. Representing Citizen Action Coalition of Indiana, AARP and United Seniors in Action.

Petitionof CAC et alfor an Investigation into the Rates and Charges of Ameritech Indiana. Cause 41058.

Representing Citizen Action Coalition of Indiana, AARP and United Seniors in Action. November 1997.

Indiana Bell Telephone dba Ameritech Indiana v. IURC et al (Before the Indiana Court of Appeals). February 1998.

Representing Citizen Action Coalition of Indiana, AARP and United Seniors in Action.

Indiana Utility Regulatory Commission Investigation into All Matters Relating to Access Charge and Universal Service Reform. Cause 40785. 1997-8. Representing Citizen Action Coalition of Indiana, AARP and United Seniors in Action.

PAGE 8

In the Matter of the Application of U.S. West for an Increase in Revenues Docket UT 125 (Rate design) Before the Oregon Public Utility Commission. 1997-8.

Representing AARP.

In the Matter of the Petition of US West for a Ruling Clarifying the Effect of Rate Reductions on Refund Obligations Docket UT 143 Before the Oregon Public Utilities Commission. Representing AARP. 1997-8.

US West Communications, Inc. v. Oregon Public Utilities Commission, CA A101358, Before the Oregon Court of Appeals. Representing the Citizens Utility Board of Oregon and AARP. August 1998.

Practice Before In the Matter of Columbia Grain,Inc. v. ILWU, et al, Case Courts (Economics): No. 99 1502 MA, U.S. District Court for the District of Oregon. Written testimony on the economics of Portland's grain shipment industry. 2000 Pamela Settlegoode v. PortlandPublic Schools, No. CVOO 313 ST, U.S. District Court for the District of Oregon.

Written and oral testimony on economic damages. 2001.

JaneLargent Alfrey, personal representativeof the Estate of Thomas Martin Alfrey v. Joseph Crabtree, Warden FCI Sheridan, et al. No. U.S. District Court for the District of Oregon. Preparation of discounted present value of lost earnings report. On behalf of the Estate. 1999.

Shiprack v. Keisling, Secretary of State of the State of Oregon No. 98C-17750 Review of statistical sampling methodology for signature count to qualify initiatives. Fall 1998.

Aspenwall et al v. ParkerNW Paving, Circuit Court for the County of Multnomah. Calculation of gross value of sand and gravel deposits. 1998.

Crostic v. Golden PacificHomes, Multnomah County Circuit Court Action. Consumer Fraud. Before an arbitrator. Calculation of present value of damages. May 1998.

PAGE 9

- * - 4 4 - 4* 4. *i r *

• 4 * * .. a..a..

• ab.S.-..-- L -

Green v. Sunpointe Associates, Civil Action No. C96 1542C (U.S. Dist. Ct. Western District of Washington).

Fair Housing Act Class Action. Calculation of damages.

1997.

Garneau v. City of Seattle, Federal District Court.

"Seattle's Low-Income Tenant: Relocation Assistance Ordinance: A Review of Professor Heyne's Economic Analysis." On behalf of Evergreen Legal Services and the City of Seattle in defense of the TRAO. January 1995.

PacificNorthwest Bell v. Eachus et. al.

(OPUC), Multnomah County Circuit Court.

Affidavits & testimony in support of CUB's resistance to (1)

Bell's request for a stay of a commission rate reduction order, and (2) Bell's request for a protective order. On behalf of Oregon Citizens' Utility Board. (Spring 1990).

Azul Pacifico v. City of Los Angeles. Federal District Court for the Central District of California. Witness statement (33 pages) and oral testimony on the economics of mobilehome rent control. On behalf of the City of Los Angeles.

(January 1990).

IN RE: John & Reta Martin: Chapter12 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1225(a)(5);" and "Moody's Corporate Bond Composite: An Analysis in Light of 11 USC 1129(b)." Fixed interest rate determination in support of plan confirmation. Written reports. April 1987. Bankruptcy Court (ND, Iowa).

IN RE: De Los and Donna Martins: "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1 129(b)(2)." Fixed interest rate determination in support of cramdown. Written report. April 1987. Bankruptcy Court (ND, Iowa).

IN RE: Paul and Gretchen Pothoven: "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1 129(b)(2)." Fixed interest rate determination in support of cramdown. Written report plus testimony. April 1987. Bankruptcy Court (SD, Iowa).

PAGE 10

"An Economic Analysis of Rules Adopting 6 Percent and

$6000 Limits on Excludable Assets Essential for Self Support in Determining Medicaid Eligibility."t A report (affidavit) prepared for Legal Services Organization of Indiana. February 1987.

IN RE: Merlin & Helen Theisen: "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination in support of cramdown. Written report. February 1987. Bankruptcy Court (ND, Iowa).

IN RE: L. C. & Gladys Cole: Chapter 11 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination in support of cramdown. Written report plus testimony. February 1987. Bankruptcy Court (ND, Iowa).

IN RE: Donald & Sharalee Kurtenbach: Chapter 11 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination in support of cramdown. Written report in lieu of testimony. February 1987. Bankruptcy Court (ND, Iowa).

IN RE: Manta C. Noe and John & Carol Noe: Chapter 11 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC 1 129(b)(2)." Fixed interest rate determination in support of cramdown. Written report plus testimony. February 1987. Bankruptcy Court (ND, Iowa).

IN RE: Leland & Evelyn Eganhouse: Chapter 11 Bankruptcy. "The Use of the Farm Profitability Index to Index Annual Payments Under the Reorganization Plan."

Written report. July 1986.

IN RE: Robert & Joann Pestka: Chapter 11 Bankruptcy.

"Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1 129(b)(2)." Fixed interest rate determination; written report. July 1986.

PAGE 11

IN RE: Leland & Evelyn Eganhouse: Chapter 11 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination; written report. July 1986.

IN RE: Wilbert Wuebker: Chapter 11 Bankruptcy.

"Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination; written report. May 1986.

The Maine Association of Independent Neighborhoods, et.

al. and Nancy Haggan v. Michael Petit Docket No. 83 0360-B, The U.S. District Court for the District of Maine.

"An Economic Analysis of Rules Adopting 6 Percent and

$6000 Limits on Excludable Assets Essential for Self Support in Determining Medicaid Eligibility." A report prepared for Pine Tree Legal Assistance, Inc. of Augusta, Maine. May 1986. (Favorable Decision:

U.S. Dist. Ct. D. Maine, April 23, 1987. Docket No. 85-0174-B).

IN RE. PaulKaufman: Chapter 11 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1 129(b)(2)." Fixed interest rate determination; written report. April 1986.

IN RE: John & Marie McAllister: Chapter 11 Bankruptcy.

"Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1 129(b)(2)." Fixed and variable interest rate determinations; written report plus testimony. March 1986.

IN RE: Byron & Connie Greiman: Chapter 11 Bankruptcy.

"Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1 129(b)(2)." Fixed interest rate determination; written report. March 1986.

IN RE: Cyrus & Annette Hopkins: Chapter 11 Bankruptcy.

"Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination; written report plus testimony.

March 1986.

PAGE 12

- a a-. * 'SflIO'tb. A 'asS a dl..

IN RE: Daniel & Helen Wolf' Chapter 11 Bankruptcy. "Materials in Support of an Analysis of the Appropriate Interest Rate Under 11 USC Section 1129(b)(2)." Fixed interest rate determination in support of the debtors successful cramdown effort. Written report plus testimony. February 1986.

Practice Before IN RE: Iowa Telecommunications Services, d/b/a/ Iowa Regulatory Telecom Proposal for Modification of Price Regulation.

Commissions Docket No. RPU 02-4. Expert written testimony on the (Economics): issue of targeted deregulation of exchanges and predatory practices. On behalf of the Iowa Association of Municipal Utilities. Summer 2002.

IN RE: Interstate Power and Light. Docket No. RPU 02

3. Before the Iowa Utilities Board. Expert written testimony on the issue of mergers and rate averaging. On behalf of the City of Dubuque and others. Summer 2002.

IN RE: Iowa Telecommunications Services, Inc., Petition for Deregulation. Docket No. INU-01-1. Before the Iowa Utilities Board. Expert written testimony on the issues of "effective competition,"deregulation, and the remedies for anti-competitive abuses. On behalf of the Iowa Association of Municipal Utilities, October 2001.

Northern Indiana Public Service Company, Investigation into Electric Rates and Charges. Cause No. 41746.

Before the Indiana Utility Regulatory Commission. Expert written testimony on the issue of fair value. On behalf of the Indiana Office of the Utility Consumer Counselor. June 2001 In the Matter of Private Fuel Storage, LLC for a License for an Independent Spent Fuel Storage Installation Docket 72-22-ISFSI, ASLBP No. 97-732-02-ISFSI. Before the Nuclear Regulatory Commission. Expert written testimony on the issues of financial assurance, alternatives, no action, and NEPA. On behalf of the State of Utah.

1999-2001.

PAGE 13

1

- -. ' - - -U. - fl* P-' WSr aba In the Matter of Investigation and Hearing on Possible Reduction in Rates and Charges of Entergy New Orleans, Inc. for Electric and Gas Service in New Orleans Docket No. UD-97-1. Before the New Orleans City Council. May-June 1997. Expert written testimony on the franchise agreement. On behalf of the Alliance for Affordable Energy.

Petition of Northern Indiana Public Service Company for Approval of a Natural Gas Alternative Regulatory Plan. Before the Indiana Utility Regulatory Commission.

Expert written testimony on the proposal. On behalf of Citizens Action Coalition of Indiana. February 1997.

(Settled).

With Respect to Setting Rates Pursuant to Franchise for the Forest Grove Transfer Station. Before the METRO Council (Portland, Oregon). Preparation of studies and other materials. On behalf of the Metro Staff. 1996-7.

Hydro Resources Inc. Application to Construct and Operate the Crownpoint Uranium Solution Mining Project at Crownpoint, NM, Before the U.S. Nuclear Regulatory Commission. Docket No. 40-8968. 1997.

Expert written testimony on the economics of the proposal (issues related to financial capability, cost benefit analysis and need). On behalf of ENDAUM and the Southwest Research and Information Center.

In Re Indianapolis Power and Light Cause No.39938.

Written rebuttal testimony on rate base, rate of return, and estimation of plant value. Before the Indiana Utility Regulatory Commission. On behalf of Citizens Action Coalition of Indiana. June 1995.

In Re Indianapolis Power and Light Cause No.39938.

Written testimony on rate base, rate of return, and estimation of plant value. Before the Indiana Utility Regulatory Commission. On behalf of Citizens Action Coalition of Indiana. April 1995.

Petition of PSI Energy, Inc. for Authority to Raise Rates Cause 39584 Written testimony on utility incentive programs. Before the Indiana Utility Regulatory Commission. On behalf of Citizens Action Coalition of Indiana. July 1994.

PAGE 14

In Re Kauai Electric Division Docket No. 94-0097.

Written testimony on utility rate design, and low-income and conservation programs. Before the Hawaii Public Utility Commission. On behalf of the Legal Aid Society of Hawaii. March 1995.

Economic Development and Incentive Tariffs Rulemaking Supplemental comments on the efficacy and design of economic development tariffs. Before the Public Utility Commission of Texas Project No. 11434. On behalf of the Texas Ratepayers' Organization to Save Energy. January 1994.

In Re Request for Increased Rates for Denver Water Comment and Exhibits on Late Payment Fees, Low income conservation programs, Rate Design and Rate Shock. Prepared on behalf of ACORN. January 1994.

Economic Development and Incentive Tariffs Rulemaking Prepared comments on the efficacy and design of economic development tariffs. Before the Public Utility Commission of Texas Project No. 11434. On behalf of the Texas Ratepayers' Organization to Save Energy. May 1993.

In the Matter of the Application of MAUI ELECTRIC COMPANY, LTD. for Approval of Rate Increases and Revised Rate Schedules and Rules. Written testimony on the issues of conservation, low-income rate design, late payment charges and rate shock. Before the Hawaii Public Utilities Commission Docket No. 7000 on behalf of Legal Aid Society of Hawaii. November 1992.

Petition of PSI Energy, Inc. for Approval of its Phase Environmental Compliance Plan... Prepared written testimony on the utility's proposed incentive plans and allowance banking proposal. Before the Indiana Utility Regulatory Commission, Cause No. 39346. On behalf of the Citizens Action Coalition of Indiana. September 1992.

Comments: In the Matter of the Application of Randy Heller for a Major Partition and Variance in the Rural Residential-5 Zone. Written comments on zoning issues.

Before the Columbia County, Oregon Board of Commissioners on behalf of the Scappoose-Spitzenberg CPAC. May 1991.

PAGE 15

In the Matter of the Investigation into the Portland Extended Area Service Region Docket UM-261.

Supplemental written testimony on the issues of rate design and cross subsidization. Before the Oregon Public Utility Commission on behalf of the Citizens' Utility Board of In the Matter of: An Adjustment of Gas and Electric Rates of Louisville Gas and Electric Company. Case No.90-158. Prepared written testimony on the issues of rate design, cost of service, and residential conservation programs. Before the Kentucky Public Service Commission on behalf of the Attorney General of Kentucky. November 1990.

In the Matter of the Investigation into the Portland Extended Area Service Region. Docket UM-261.

Prepared written testimony on the issues of rate design, cost of service, and cross-subsidization. Before the Oregon Public Utility Commission on behalf of the Citizens' Utility Board of Oregon. October 1990.

In the Matter of: Rate Adjustment of the Western Kentucky Gas Company. Case No.90-013. Prepared written testimony on the issues of rate design, cost of service, and residential conservation programs. Before the Kentucky Public Service Commission on behalf of the Attorney General of Kentucky. May 1990.

In the Matter of: Notice of Adjustment of Rates of Kentucky-American Water Company. Case No.89-348.

Prepared written testimony on the issues of rate design, cost of service, rates charges for public fire hydrants, and residential conservation. Before the Kentucky Public Service Commission on behalf of the Lexington-Fayette Urban County Government and the Office of the Attorney General of Kentucky. March 1990.

In the Matter of the Investigation into the Revenue Requirements and Rate Spread of Pacific Northwest Bell Telephone Company, d/b/a US West Communications, Inc. Docket UT-85. Direct written testimony on telecommunications rate design. Before the Oregon Public Utility Commission on behalf of the Citizen's Utility Board of Oregon. May 1989.

PAGE 16

IN RE: City of Sheldon v. Iowa Public Service Company. Docket NO. SPU-88-7. Petition of the City of Sheldon for a certificate to establish a municipal electric utility. Expert written testimony on valuation principles and associated regulatory issues. Before the Iowa Utility Regulatory Board. On behalf of the City of Sheldon.

March 1989.

In the Matter of the Investigation of Cost-of-Service Studies and the Rate design of ALASCOM, Inc. Docket U-87-25. Expert written testimony on intrastate toll rate design and issues relating to the provision of telecommunication services for the hearing impaired.

Before the Alaska Public Utilities Commission. On behalf of the Alaska Consumer Advocacy Program. February 1989.

IN RE: Docket No. DPU 86-36. Investigation into the Pricing and Ratemaking Treatment to be Afforded New Electric Generating Facilities Which Are Not Qualifying Facilities. Expert written testimony on the regulatory treatment of conservation and demand side management programs. Before the Massachusetts Department of Public Utilities, on behalf of the Hampshire Community Action Commission (National Consumer Law Center). June 1988.

IN RE: Docket No. DPU 87-280. Western Massachusetts Electric Company. Expert written testimony on the cost effectiveness and economic justification of certain demand side management pilot programs. Before the Massachusetts Department of Public Utilities, on behalf of the Hampshire Community Action Commission (National Consumer Law Center) March 1988.

IN RE: Public Service Corporation of Indiana. Cause 37414 (Application to reduce rates). Expert written testimony on the issue of whether PSI's Marble Hill-related financial emergency continued, and whether PSI should be allowed to temporarily reduce rates via certain changes in accumulated tax accounting. Before the Indiana Utility Regulatory Commission, on behalf of the Citizens Action Coalition and the City of Terre Haute. April 1988.

PAGE 17

IN RE: Public Service Corporation of Indiana. Cause 37414-SI (Investigation to determine whether existing rates ought to be reduced). Prepared written testimony on the issue of the financial condition of PSI. Before the Indiana Utility Regulatory Commission on behalf of the Citizens Action Coalition and the City of Terre Haute. April 1988.

IN RE: New York State Electric and Gas Corporation.

Cases 29541 and 29542. Expert written testimony on cost allocation and "economic development" rates. Before the Public Service Commission of the State of New York. July 1987. On behalf of the Public Utility Law Project. Albany, New York.

IN RE: Petition of CAC, City of Terre Haute, et al for a Reduction in the Retail Electric Rates of Public Service Company of Indiana. Cause No. 38411 Affidavit dealing with excess earnings. October 1987.

IN RE: Application of IBP, Inc. for a Water Withdrawal Permit for its Proposed Manchester Plant. Draft Water Use Permit No. 14,808. "Comments on the Public Health Impacts of Radium Contamination in the Jordan Aquifer."

Before the Iowa State Department of Natural Resources.

September 1987. On behalf of a coalition of local farmers and environmentalists.

IN RE: Western Massachusetts Electric Company.

Docket No. D.P.U.86-280. Expert written testimony on the economics of conservation investments targeted to low income and 'bad debt' customer subgroups. Before the Massachusetts Department of Public Utilities. March 1987. On behalf of the Hampshire Community Action Commission (National Consumer Law Center).

IN RE: Iowa Gas Company Request for Increased Rates.

Docket No. RPU-85-22. Expert written testimony on rate design, interruptible rates for industrial users, and the allocation of franchise/user fee expenses. Before the Iowa State Commerce Commission. January 1986. On behalf of the City of Des Moines.

PAGE 18

IN RE: Proposal to Set Maximum Rates Small Loan Companies Are Allowed to Charge Pursuant to Iowa Code Section 536.13.1(B) and 536.13(2). Docket No.

ARC 5900. Before the Iowa State Banking Board. Written testimony opposing the proposal to increase the maximum rates to 36% per annum. October 1985. On behalf of the Iowa City Ratepayers Association.

IN RE: Union Electric Company Request for Increased Rates. Docket No. RPU-85-9. Expert written testimony on the question of whether the Callaway Nuclear Facility was a cost effective source of power to Iowa, and analyzing the impact of the proposed rates on economic development in Iowa. Before the Iowa State Commerce Commission. July 1985. On behalf of the Cities of Keokuk and Ft. Madison and Lee County, Iowa.

IN THE MATTER OF: Application of Duke Power Company for Approval of a General Increase in Electric Rates and Charges. Docket No. 85-78-E. Technical appendices in support of the expert written testimony of David E. Osterberg. Before the South Carolina Public Service Commission. July 1985. On behalf of the Consumer Advocate of the State of South Carolina.

IN RE: Rules Regarding Permissible Additional Charges for Involuntary Unemployment Insurance Premiums.

Docket No. ARC 5249. Before the Administrator of the Iowa Consumer Credit Code. Written testimony on the impact of this type of insurance on consumers. February 1985.

IN THE MATTER OF: Union Electric Company.

Docket No. 84-0109. Expert written testimony comparing the cost of power from Callaway Nuclear Station to other sources of power; utility planning; and the treatment of excessive costs. Before the Illinois State Commerce Commission. September 1984. For the Governor's Office of Consumer Services (Illinois).

PAGE 19

Proceeding on Motion of the Commission as to the Rates, Charges, Rules and Regulations of Niagara Mohawk Power Corporation: Case Nos. 28798, 28799, 28800.

Before the Public Service Commission of the State of New York. Expert written testimony on the disposition of the savings from the availability of federal hydroelectric power on the Niagara-Mohawk system. September 1984. For the Public Utility Law Project (New York).

IN RE: Northwestern Bell Telephone Company. Docket No. RPU-84-7. Expert written testimony on discriminatory allocation of costs, cost causation, and the jurisdictional treatment of jurisdictionally unnecessary costs. Before the Iowa State Commerce Commission. June 1984. For the coalition for Fair utility Rates and the ISU Government of the Student Body.

IN RE: Wisconsin Power and Light Company. Docket No. 6680-UR-14. Expert written testimony on rate of return. June 1984. Before the Wisconsin Public Utilities Commission. For the Citizens Utility Board.

IN RE: Young Radiator. NPDES Permit 04-07-1-02.

Report submitted on the sufficiency of the terms of the proposed permit. Before the Iowa Department of Water, Air and Waste Management. April 1984. For: Local Citizens, Centerville, Iowa.

IN RE: Peoples Natural Gas Company, Division of InterNorth Inc. Docket No. RPU-83-20. Expert written testimony on conservation funding and the regulatory treatment of excess capacity. Before the Iowa State Commerce Commission. October 1983. For the Iowa Ratepayers Association.

IN RE: Iowa Electric Light and Power Company.

Docket No. RUP-83-23 (TF-83-264). Expert written testimony on utility planning and excess capacity. Before the Iowa State Commerce Commission. September 1983.

For the Iowa Ratepayers Association.

IN RE: Iowa-Illinois Gas and Electric Company.

Docket No. RPU-83-22. Supplemental written testimony on the issue of the prudency of company management. Before the Iowa State Commerce Commission. October 1983. For the Iowa Ratepayers Association.

PAGE 20

Iowa Power and Light Company; Iowa Southern Utilities Company; and Iowa Illinois Gas and Electric Company.

Docket No. RPU-82-39. Expert written testimony on the natural gas purchasing practices of the above listed utilities.

Before the Iowa State Commerce Commission. September 1983. For the Iowa Ratepayers Association.

In the Matter of the Application of Otter Tail Power Company for Authority to Establish Increased Rates for Electric Service in South Dakota. Docket No. F-3418.

Expert written testimony before the South Dakota Public Utilities Commission on the issue of rate design (the OSL Rate). July 1983. For the Citizens Organized for the Purpose of Equality (COPE), Sisseton, South Dakota.

IN RE: Petition for a Special Exception for the Construction of a High Voltage Transmission Line within Iowa City, Iowa. Expert written testimony on utility planning. Before the Iowa State Commerce Commission. November 1982. For the Iowa City Ratepayers Association.

Prepared written testimony in Docket No. FCU-82-5 before the Iowa Commerce Commission on the subject of the regulatory treatment of winter utility shutoffs.

December 1982. Citizens/Labor Energy Coalition.

IN RE: Rate Making Treatment of Excess Electric Utility Generating Capacity. Docket No. RMU-82-4.

Expert written testimony on rate making treatment of excess electric utility generating capacity. Before the Iowa State Commerce Commission. November 1982, p. 27.

Community Action Research Group.

IN RE: Petition for Franchise of 4.2085 Miles of 72,000 Volt Transmission Line in Clayton County, Iowa.

Docket No. E-19540. Supplementary written testimony on utility planning and forecasting. Before the Iowa State Commerce Commission. April 1982.

IN RE: Iowa Public Service Company. Docket No.

RPU-81-8. Supplemental direct written testimony on rate of return, excess capacity and utility planning. Before the Iowa State Commerce Commission. September 1981, p.

14. Woodbury County Community Action Agency and Citizens/Labor Energy Coalition.

PAGE 21

IN RE: Iowa-Illinois Gas and Electric Company.

Docket No. RPU-81-5. Expert written testimony on utility planning and forecasting. Before the Iowa State Commerce Commission. September 1982. On behalf of Iowa Planners Network.

IN RE: Iowa Public Service Company. Docket No.

RPU-81-8. Expert written testimony on rate of return and other issues. Before the Iowa State Commerce Commission. August 1981. On behalf of Woodbury County Community Action Agency and Citizens/Labor Energy Coalition.

IN RE: Iowa Power and Light Application for a Revision of Rates. Docket Nos. RPU-78-23 and RPU-80

36. Expert written testimony on rate design. Before the Iowa State Commerce Commission. February 1981. On behalf of the Citizens/Labor Energy Coalition.

IN RE: Iowa State Commerce Commission Rules Regarding Rates for Cogeneration and Small Power Production. Statement of David Osterberg and Michael F.

Sheehan on rates for Small Power Producers under Section 210 of the Public Utility Regulatory Policies Act of 1978.

Before the Iowa State Commerce Commission. January 1981. On behalf of Continental Hydro Corporation.

IN RE: Iowa Electric Light and Power's Request for Authorization to Construct a 650 MW Coal-fired Generating Plant at Panora, Iowa. Written testimony providing a critique of certain aspects of the applicant's demand forecasting methodology (with David Osterberg).

Before the Iowa State Commerce Commission. November 1980.

IN RE: Rules Requiring the Filing of Certain "Cost-of Service" Information with the Iowa State Commerce Commission. Written testimony evaluating the Rules proposed by Commission Staff. RMU-80-1. Before the Iowa State Commerce Commission. Legal Services and Citizens/Labor Energy Coalition.

PAGE 22

IN RE: Rate Increase Request by Iowa Power and Light. Written testimony evaluating: 1) the economic rationale for special rates for certain electric appliances; 2) the justification for proposed changes in customer charges; and 3) various alternative block rates. Before the Iowa State Commerce Commission. March 1981.

Service on Columbia County Solid Waste Advisory Committee. 1998 Government Present. Columbia County, Oregon.

Commissions &

Conservation Acquisition Council, Columbia River People's Committees:

Utility District (Columbia County, Oregon). 1992-6.

AT&T National Consumer Advisory Panel (1990-1995)

Research Advisory Committee, National Regulatory Research Institute, Ohio State University, Columbia, Ohio.

1990-1993.

Citizen Planning Advisory Commission, Columbia County, Oregon 1990-Present Rate Advisory Committee, Columbia River Peoples' Utility District (Columbia County, Oregon). 1990-6.

Community Energy Management Advisory Board, Energy Policy Council (State of Iowa) 1984-87.

Iowa City, Iowa: City Franchise Commission (1983-4).

Recent Studies: Funding a Selective Increasefor Assistant and Senior Assistant Attorneys General:A Review of the DOJ Budget.

Prepared for the Oregon Association of Justice Attorneys, June 2001 (in support of collective bargaining).

Review of the Supply of Aggregate in Columbia County, Oregon, Prepared for Transwestern Aviation for presentation to the Columbia County Board of Commissioners. November 2000 PAGE 23

Bull Run Versus Willamette River Water: A Review of the Costs of Alternativesfor Wilsonville and Tigard Prepared for Wilson and Tigard Citizens for Safe Water. August 1999.

BOLI's Treatment of Laborer, Truck Driverand Carpenter Classifications in its 1999 Prevailing Wage Determination Preparedfor the FairContractingFoundation, Portland, OR. April 1999.

Method for Calculating Gross Value of a Sand and gravel Deposit in the Ground Draft March 1999 Principlesfor Valuing a Municipal Distribution Utility in 1998 APPA May 1998.

An Investigation into the Elements of Regulatory Success and Failure:Ten Studies Prepared on behalf of METRO (the three county planning agency for the Portland, Oregon region). 1997.

FairHousing Plan:Analysis of Impediments and Strategies to Address Them (With Roger Colton) August 1996. On behalf of Washington County and the City of Beaverton, Oregon.

Lone Star's Plan to Strip Mine Columbia County Formal economic study presented to the Columbia County Planning Commission in In Re Applications PA 4-96, 5-96, 6-96 for map amendments and zone changes from agriculture and industry to surface mining. On behalf of the Scappoose Spitzenberg CPAC. November 1996.

In the Matter of the Application of WEBCO for Approval of the Preliminary Plat for the Brookfield Subdivision. Before the City of St. Helens, Oregon. Study presented on behalf of the Friends of Good Planning. November 1996.

The ComparativeEconomics of Nebraska Revised Statutes

§70-1010 A study dealing with the statutory standard for compensating rural electric providers when municipal electric utilities expand to keep pace with urban growth.

Presented to the Natural Resources Committee of the Nebraska Legislature. October 1996.

PAGE 24

Home-Based Enterprisein Oregon: Improving Local Regulation of an ImportantEconomic Asset Winner of the Cascade Policy Institute's 1996 Oregon Better Government Competition. September 1996.

FiscalStability and Risk Management Over Time: Planning for Reasonable Fund Balances and Reserves January 1996.

County Sponsored Water Districts to Facilitatethe Construction of High Density Rural Subdivisions:An Evaluation Presented to the Columbia County Board of Commissioners on behalf of the Scappoose-Spitzenberg CPAC. November 1995.

FairMarket Value for the Franchise:Law and Economics of FranchiseRenewal in Louisville On behalf of the Legal Aid Society of Louisville, KY. March 1995.

Transfer Stations, CurbsideHaulers, Landfills: Survey of Costs June 1996.

Comparison of Regulatory Standardsfor Rate Regulation of Transfer Station Franchisees December 1995 Environment and Jobs: The Employment Impacts of Federal Environmental Investments National Commission for Employment Policy: Washington, D.C., April 1995.

Research Report No. 95-02. With Skip Laitner, Marshall Goldberg, and Marc Baldwin.

Growing Cities: Valuation and Compensation Issues in Dealing With Rural Electric Co-ops, Prepared on behalf of the American Public Power Association. (With Roger Colton and Richard Cvarak) August 1995.

An Assessment of Low-Income Energy Needs in Washington State Preparedon behalf of the Washington State Department of Community Development. November 1993.

pp. 3 19. (With Roger Colton, Skip Laitner, Adrienne Quinn, Scott Foster, and Gregory Holmes).

Economic Development Utility Rates: Targeting, Justifying, Enforcing November 1993 (With Roger Colton).

EnvironmentalSite Assessment: Leasehold Site for New Library, Government Block, Scappoose, Oregon Prepared on behalf of the Scappoose Public Library District. October 1993.

PAGE 25

Of Sunflowers and Dandelions:A ComparativeAnalysis of Low-Income Rate Discounts May 1993.

Affordable Housing and Section 8 Utility Allowances: An Evaluation and a Proposalfor Action. PartI: Adequacy of Annual Allowances March 1993 (With Roger Colton).

Affordable Housing and Section 8 Utility Allowances: An Evaluation and a Proposalfor Action. PartII. Adequacy of Monthly Allowances March 1993 (With Roger Colton).

Affordable Housing and Section 8 Utility Allowances: An Evaluation and a Proposalfor Action. Part11:

IndividualizedRelief March 1993 (With Roger Colton).

Major Telecommunications Problemsfor Consumers: An Agenda for ConsumerAdvocates Preparedfor TURN.

November 1992.

Valuation and Compensation Issues in Establishinga Municipal Electric Operation:A Manualfor Professional Staff Prepared for the American Public Power Association (Draft: May 1992).

FinancialPlan and Review of Options Prepared on behalf of the Scappoose (Oregon) Public Library District. April 1992.

Externalitiesand Least Cost Planningin Wisconsin: The Question of Job Impacts Prepared for Economic Research Associates, Eugene, Oregon. March 1992.

The Impact of the Clean Air Act Amendments of 1990 on Missouri Prepared for Economic Research Associates, Eugene, Oregon. September 1991.

Energy Efficiency, Economic Development and the Funding Problem Prepared for Economic Research Associates, Eugene, Oregon. November 1991.

Energy and Economic Development: Tuning Agency Powers to New Opportunities Prepared for Economic Research Associates, Eugene, Oregon, 1991.

A PreliminaryAssessment of the Local Economic and Fiscal Impacts of a NationalForest in Southern Iowa Prepared for the Iowa Natural Heritage Foundation, January 1990. (With David Osterberg, Skip Laitner, and Peter Fisher).

PAGE 26

An Analysis of the Finances of the State of Iowa. Prepared for the Iowa United Professionals. February 1991.

Low-Income Weatherization as a Stimulus to Economic Development in Washington. Prepared for the Washington State Department of Community Development. January 1991 (With Skip Laitner).

The Economics of Energy Efficiency Building Codesfor Cities With Municipally Owned Utilities Prepared under contract to Economic Research Associates, Eugene, Oregon. August 1990.

Elements of a StandardMinimum Programfor Low Income Ratepayers in Utility Rate Cases. A discussion paper for general circulation. May 1990.

Incentive Ratesfor Large Manufacturing Concerns:A Review and a Proposal. Prepared for the Texas Department of Agriculture. November 1989.

Regional Citizen Advisory Groups to Multistate Utility Holding Companies:A PublicInterest Review. Prepared as part of a Michigan Divestiture Review Fund study of the pros and cons of an Ameritech Citizen Advisory Group.

March 1989.

Making Allies of Law, Labor and the Environment:An Expositionfor LaborLawyers. Prepared for the Lawyers Coordinating Committee of the AFL-CIO. (With Matthew Glasson and Peggy Hillman). May 1989.

Issues in Demand-Side Management. Prepared for the Department of Public Service, State of Vermont. February 1989.

The Problem of Mass Evictions in Mobilehome Parks Subject to Conversion. Prepared for Oregon Legal Services for presentation to the City Council of the City of Forest Grove, Oregon. February, 1989.

The Monopolies' Campaign to Fleece POTS: Can Plain Old Telephone Service Be Saved?: Some Recommendations.

Prepared for the Citizens Action Coalition of Indiana.

October 1988.

PAGE 27

An Analysis of Davenport City Finances (Revised).

Prepared for the Davenport Association of Professional Firefighters, for presentation to an Iowa Public Employment Relations Board arbitrator. Davenport: September, 1988.

An Analysis of Davenport City Finances (Revised).

Prepared for the Union of Professional Police, for presentation to an Iowa Public Employment Relations Board arbitrator. Davenport: September, 1988.

The Problem of PoliticalandAdministrative Corruption in State Economic Development Programs. Prepared for the Association for Ethical Government. July 1988.

Of Ratebases, SubscriberLine Charges, and Other Strange Beasts: The Public Interest Economist as Ms. Goodwrench in Energy/Utility Litigation. Prepared for the National Consumer Law Center for presentation to the NLADA Conference, Berkeley, California. July 1988.

An Analysis of Davenport City Finances. Prepared for the Davenport Association of Professional Firefighters, for presentation to an Iowa Public Employment Relations Board factfinder. Davenport: June, 1988.

An Analysis of Davenport City Finances. Prepared for the Union of Professional Police, for presentation to an Iowa Public Employment Relations Board factf'mder. Davenport:

June, 1988.

Economic Vitality for Iowa: A Choice of Programsand Philosophies. Prepared for the Alamakee County Almanac:

May 1988. (With David Osterberg).

The Monopolization of the Meatpacking Industry: Tactics and Results, 1978-1983. (With David Osterberg). Fall 1987-Spring 1988.

The Iowa Departmentof TransportationRISE Grant to the City of Manchester/ManchesterEnterprises, Inc.: A Case of Official Misconduct. A Complaint to the Iowa Attorney General. (66 pages) July 1987.

FrancisLauer Youth Services, Cerro Gordo County, Iowa. An Analysis in Support of the Transition From Cerro Gordo County Agency to Non-Profit Corporation.Presented to the Cerro Gordo County Board of Supervisors on Behalf of Francis Lauer Youth Services. (52 pages). July 1987.

PAGE 28

Predatory Competition, Jobs, and the Supply of Hogs: The Role of State Assistance in the Collapse of the Independent Hog PackingIndustry in Iowa. Presented to the Iowa Transportation Commission. May 1987.

Combining Fire and Ambulance Service to Improve Service and Lower Cost. Prepared for the Davenport Association of Professional Firefighters (Local 17, International Association of Firefighters). March 1987.

Of Market Rates and Indubitable Equivalents:Law and Economics in Determining the AppropriateInterest Rate in Farm Chapter11 Cramdowns. January 1987. 80pp. (With Roger Colton).

Researching the American Corporation:Purposesand Methods. January 1987. 50pp.

Local Regulation of Utilities in Nebraska:A Guidefor Local Officials. Prepared for the Nebraska State Energy Office. Lincoln, Nebraska. December 1986. 150pp.

A Comparison of Base Wages Plus FringeBenefits at Various Plants (in the meatpacking industry). Prepared for the United Food and Commercial Workers Local 222. November 1986.

Public/PrivateEnterpriseas an Economic Development Strategyfor States and Cities Prepared for the Economic Development Administration of the U.S. Department of Commerce. July 1986. (With Peter S. Fisher and Roger Colton).

Evaluation of the Energy Management Technician Pilot Program, Prepared for the Iowa State Energy Policy Council. June 1986.

The Future of Pork Packing in Monmouth, Prepared for the City of Monmouth, Illinois, and the Illinois Development Finance Authority. June 1986.

An Analysis of Davenport City Finances (Revised) Prepared for the Iowa State Policemen's Association, Local #2.

April 28, 1986.

An Analysis of Davenport City Finances (Revised),

Prepared for the International Association of Firefighters, Local 17. April 18, 1986.

PAGE 29

The Des Moines-ICA Sewage Treatment FacilitiesPlan:

The Economic Ramifications of a 1991 Completion Date Prepared for the City of Des Moines for presentation to the U.S. Environmental Protection Agency. April 1986.

MunicipalRegulation of Cable TV Holding CompaniesAfter the Cable CommunicationsPolicy Act of 1984: (Heritage Corporationand the Siege of Block 80) Prepared for the Iowa City Ratepayers Association. April 1986.

An Analysis of Davenport City Finances. Prepared for the International Association of Firefighters, Local 17.

February 1986.

An Analysis of Davenport City Finances: Preliminary Report. Prepared for the Iowa State Policemen's Association, Local #2. February 1986.

An Analysis of the Financesof the City of CouncilBluffs.

Prepared for the Fraternal Order of Police, Council Bluffs Lodge #1. January 1986.

Telephones for People: Providingfor the Old, the Young, the Rich, the Poor, the Middle, Business and Workers, Cityfolks and Farmfolks. Minority Report of Six Members of Northwest Bell Citizens Council #2. October, 1985.

Thinking About Inter-Class Telephone Subsidies: (The Tale of the Gardener'sPay). Prepared for the Iowa Ratepayers Association. April 1985.

The Great Gumdrop Monopoly: A Parable. Prepared for Northwest Bell Citizen Council #2, April 1985.

Universal Service: Materialsfor Discussion. Prepared for Northwest Bell Citizen Council #2, April 1985.

The Economic Impacts of a Prevailing Wage Law for Iowa State Construction Projects. Prepared for the Iowa State Building and Construction Trades Council. February 27, 1985. (with Peter S. Fisher).

A Primeron Bypass. Prepared for Northwest Bell Citizen Council #1, January 1985.

Materials on Telephone Rates: The Consumer Position.

Prepared as Part I of a manual on telephone regulation for consumer groups. January 1985.

PAGE 30

An Analysis of Davenport City Finances: A Preliminary Report. Prepared for the Iowa State Policemen's Association Local 2. January 1985.

Combining Fire and Ambulance Service. Prepared for the City of Rock Island on behalf of the Rock Island Firefighters Local 26. October 1984.

Designing Electric Rates to Conserve Community Resources, Enhance Local Productivity and Stem the Outward Flow of Energy Dollars: The OSL Rate Design Proposalfor Nebraska. Prepared for the Nebraska Energy Office. (With Skip Laitner). October 1984.

An Analysis of City Finances: Burlington, Iowa. Prepared for Local 301 International Association of Firefighters.

March 1984.

An Analysis of Dubuque City Finances. Prepared for the Operating Engineers. March 1984.

An Analysis of City Finances: Burlington, Iowa. Prepared for Local 828. The American Federation of State, County and Municipal Employees. March 1984. With Peter Fisher.

Source Reduction in HazardousMaterialsRegulation: A Strategyfor Both Economic Development and the Environment. Prepared for the Select Advisory Panel on Hazardous Waste Management of the Iowa Department of Water, Air, and Waste Management. February 1984.

The Electric Ratepayers ProtectionAct: An Evaluation.

Prepared for and presented to the Consumer Protection Committee of the Missouri Legislature. January 1984.

Investments in Energy Engineeringand Technology at the Local Level: Planningan Assist from State Agencies.

Prepared for the Nebraska Energy Office, February 1984.

The Impact of Increasing Concentrationin the Meatpacking Industry on Iowa's Livestock Producers and Communities.

Prepared for Reports on the Iowa Economy. June 1983.

Policy Optionsfor Dealing with the Impact of Continuing Energy Price Increases on the Iowa Economy for the Iowa State Legislature. February 1983 (LEAG).

PAGE 31

An Analysis of Proposalsfor the Reform of the Iowa Tax System (with Peter S. Fisher). December 1982.

Reforming Iowa's IndividualIncome Tax to More Fully Account for Tax Shelters (with Peter S. Fisher). October 1982.

The Iowa City ElectricFranchise: A Report to the City Manager. January 1982.

A Comparisonof Major Cities in Iowa and Surrounding States by Income, Wage Levels, and Housing and Food Costs. March 1983.

1BP at Stanwood. Estimating the Regional Impact.

February 1983.

A Programof ProgressiveTax Policiesfor the State of Iowa (with Peter S. Fisher). February 1982.

Municipal and Cooperative Operation of Branch Railroad Lines in Iowa: Two Alternatives to Abandonment For the Iowa State Legislature (Peter Fisher and Michael Sheehan).

December 1980.

Book Reviews: Review of Walter Adams and James W. Brock, Antitrust Economics on Trial:A Dialogue on the New Laissez Faire, In The Journalof Economic Issues (December 1992).

Review of James A. Gross, Teachers on Trial: Values, Standards & Equity in Judging Conduct and Competence.

In The Journal of Labor Studies. Summer 1990.

Review of Ronald M. Green and Richard J. Reibstein, Negligent Hiring:Fraud, Defamation, and Other Emerging Areas of Employer Liability. In The Journalof Labor Studies. Fall 1989.

Review of Lawrence E. Rothstein, Plant Closings:Power, Politics, and Workers, in The Journalof Economic Issues.

March 1988.

Review of John Munkirs, The Transformationof American Capitalism:From Competitive Market Structure to CentralizedPrivate Sector Planning, in The Journalof Economic Issues, March 1986.

PAGE 32

Review of Claes Brudenius and Mats Lundahl, Development Strategies and Basic Needs in Latin America, in The Annals of Regional Science, July 1985.

Review of Samuel P. Epstein, et al., Hazardous Wastes in America, in The Environmental Professional, V.6,

1. 1. 1984.

David Morell and Christopher Magorian, Sitting Hazardous Waste Facilities:Local Opposition and the Myth of Preemption, in The Environmental Professional,V.5,

1. 3/4. 1983.

Staughton Lynd, The FightAgainst Shutdowns:

Youngstown's Steel Mill Closings, in The Journalof Economic Issues, September 1984.

Michael S. Baram, Alternatives to Regulation: Managing Risks to Health, Safety and the Environment, in The Environmental Professional,V.5, #3/4. 1983.

Richard A. Berk, et al., Lessons in Conservationfrom the Great CaliforniaDrought, in The Water Resources Bulletin.

October 1983.

Review of Lawrence B. Lee, Reclaiming the American West: A Historiographyand Guide, in The Water Resources Bulletin, V. 18, #4. August 1982.

Review of Mario Barrera, Race and Class in the Southwest, in The Journalof Economic History, V. 42, #2. June 1982.

Review of Robert D. Friedman, Sensitive Populationsand Environmental Standards, in The Environmental Professional,V. 3, #3. 1982.

Review of E. Englebert's California's Water Planningand Policy, in The Water Resources Bulletin. October 1981.

Review of Charles T. Unseld, et al., eds., Sociopolitical Effects of Energy Use and Policy. Washington, D.C.:

National Academy of Sciences, 1979, in The Journal of Economic Issues. December 1981.

Review of W. W. Robinson, CaliforniaLand, In The Journalof Economic History. June 1980.

PAGE 33

Review of Wm. C. Peters, Exploration and Mining Geology, in The Journal of Energy and Development.

Autumn 1980.

Review of Burnham, P. Beckwith, The Theory of Free or Communist Distribution, in The Social Science Journal.

January 1981.

Review of Russ Talbot, The European Community's Regional Fund, in The Annals of Regional Science. July 1980.

Review of Louis P. Cain, Sanitation Strategyfor a Lakefront Metropolis: The Case of Chicago in The Water Resources Bulletin. April 1980.

Review of M. R. Goodall, et al., California Water: A New PoliticalEconomy in The Water Resources Bulletin.

February 1980.

Review of Shabad and Mote, Gateway to Siberian Resources: The Baikal-AMVR Mainline, in Growth and Change. July 1979.

Review of N. Birnbaum, ed., Beyond The Crisis, History of PoliticalEconomy, in History of PoliticalEconomy, Vol.

11, No. 1. Spring 1979.

Review of Mathematics of EnvironmentalProcesses, in Journalof Energy and Development, Vol. 3, No. 2. Spring 1978.

Review of A. Zaubermann's, The MathematicalRevolution of Soviet Economics, in History of PoliticalEconomy, Vol.

8, No. 2. Summer 1976 (H. Sherman second author).

PAGE 34

Post Graduate Oregon Land Use Law, OSB. Portland, Oregon December Courses: 1996.

Advanced Insurance Issues Facing Oregon Businesses.

OSB Portland, Oregon September 1996.

National Park and Public Land Ecosystems: Meeting the Challenge of Common Boundaries and Conflicting Mandates. Sponsored by the Center for Environmental and Resource Law. Snowbird, Utah. April 1995. (Paper presented: "Whose Goals and Whose Alternatives? How Bad Can a Private Goal Be and Still Define the EIS Under NEPA?)

Federal Civil Litigation in Oregon, OSB. October 1994.

Economic Considerations in Managing Hazardous Waste, The Tenth Annual Hazardous Waste Law and Management Conference. Sponsored by the Northwestern School of Law. October 1993.

Spanish Language Refresher: 120 hours0.00139 days <br />0.0333 hours <br />1.984127e-4 weeks <br />4.566e-5 months <br />. El Centro Cultural. Hillsboro, Oregon. 1988-9. (Certificate).

Natural Gas Regulation Training Conference, National Consumer Law Center, Pittsburgh, Pennsylvania, November 1982.

Faculty Workshop Program on Breeder Reactor Technology, Argonne National Laboratory, Argonne-West, Idaho Falls, Idaho, August 2-5, 1982.

Workshop on Appraisal of Utilities and Railroad Property for Ad Valorem Taxation. National Tax Association -- Tax Institute of America. Wichita State University, July 27-30, 1981. (Certificate)

Simulation Modeling and Analysis. Institute for Professional Education. Los Angeles, September 1978.

(Certificate)

PAGE 35

Employment History: Current: Managing Partner: Osterberg & Sheehan, Public Utility Economists, Scappoose, Oregon

& Mount Vernon, Iowa.

Partner: Fisher, Sheehan and Colton, Public Finance and General Economics, Scappoose, Oregon, Iowa City, Iowa, and Belmont, MA.

Private practice of law (utility regulation, land use, and the environment) 1989-92 Counsel, Telecommunications Law Project, Citizens' Utility Board of Oregon, Portland, Oregon.

1979-84 Assistant Professor, Graduate Program in Urban and Regional Planning; and Research Associate at the Institute of Urban and Regional Research, The University of Iowa, Iowa City, Iowa 52242.

1979 Lecturer, Graduate School of Administration, UCR, (Analysis of Projects). (Winter) 1976-9 Lecturer, Department of Economics, California State College at San Bernardino.

1978 Consultant, Richard Terry & Associates, Impact of FederalSewer Sizing Limitations on Economic Growth in the West San Bernardino Valley.

1977-8 Research Associate, UCR-USDA (Forest Fire Damage Functions).

1977 Water Resource Consultant, Janczyk &

Sheehan, Riverside (water quality problems in the Santa Ana and San Jacinto watersheds).

1976-7 Holder of a Regent's Fellowship, UCR.

Spr 1976 Research Assistant (Geothermal Development Project), Department of Economics, UCR.

1976 Teaching Assistant (Microeconomics),

Department of Economics, UCR). (Fall, Winter)

PAGE 36

. uSutss..a.

. Jo Spr 1975 Research Assistant to Professor K. C. Kogiku in applied mathematical economics.

1975 Holder of a Regent's Fellowship. (Fall, Winter) 1975 Associate-in-Economics, Department of Economics, UCR (to teach one course in labor economics). (Winter) 1974-76 Instructor, Chapman College (Microeconomics, Macroeconomics, Statistics, Development, Comparative Systems, Cycles and Growth, Urban Economics, Decision Theory, Quantitative Methods, and Operations Research).

1974 Consultant, A. A. Webb Associates, Inc.,

Consulting Engineers, Riverside (urban information systems).

1973-4 Teaching Assistant (Economic Statistics),

Department of Economics, UCR.

1970-2 Dean's Statistical Clerk, Dean James Earley, College of Social and Behavioral Science, UCR.

1969-70 Assistant to the Hospital Administrator, Patton State Hospital.

1967-69 Electrician, Timna Copper Mines.

1963-66 U.S. Marine Corps.

Honors and Awards: Winner, Cascade Policy Institute Better Government Competition 1996, for the study, Home-BasedEnterprise in Oregon: Improving Local Regulation of an Important Economic Asset September 1996.

Fullbright Fellowship to Pakistan for 1979-81 awarded August 1979 (declined).

Affiliations: Association for Evolutionary Economics Association for Institutional Thought Oregon Bar Association PAGE 37

Exhibit 3

!q PG&E CorporationlTM 2001 Annual Report

Dear PG&E Corporation Shareholder:

The year 2001 began with the uncertainty and challenges of the California energy crisis. It ended firmer footing. Your company achieved solid financial on much and operational results, and presented a clear vision reaffirming the financial health of our business for and rebuilding shareholder value.

The results of 2001 included:

"*Surpassing our earnings growth target by increasing earnings from operations by 19 percent over 2000 results, from $2.54 per share to $3.02 per share.

"*Announcing plans to enable Pacific Gas and Electric Company to exit Chapter 11.

"*Delivering on our continued commitment to provide customers with safe, reliable and responsive gas and electric utility service.

"* Growing the contributions from our national energy business and continuing to build its asset base with strategically chosen electric and natural gas projects.

In this letter, we discuss each of these areas and other highlights from the year, as well as our outlook for 2002.

2001 Financial Performance In 2001, for the fourth consecutive year, we achieved or exceeded our financial goal to grow earnings operations by 8-10 percent annually. The Corporation's from earnings from operations rose from $2.54 per share to $3.02 per share in 2001, demonstrating that the in 2000 underlying performance in our businesses remains very solid.

Our California utility business, Pacific Gas and Electric Company, earned $2.51 per share from 2001, compared with $2.11 per share in 2000. PG&E operations in National Energy Group in 2001 earned $0.57 per operations, compared with $0.45 per share in 2000. share from PG&E Corporation's bottom-line earnings for 2001 were $3.02 per share, compared with a loss for year of $9.29 per share due to the write-off in 2000 the prior of $4.1 billion in wholesale power and transition were not covered by retail rates. We incurred a costs that further write-off of $1.1 billion for wholesale power first quarter of 2001. During the remainder of the costs in the year, however, higher revenues and lower costs offset this. These offsets are included in our total allowed us to net income of $3.02 per share. (Per share values are per diluted share.)

2001 Accomplishments Our teams across the company stayed focused on ensuring the safe, reliable operation of our facilities delivering service to our customers, while managing and the challenges of the California energy crisis and competitive energy markets. One result of this focus changes in was that safety performance improved over the prior year.

Pacific Gas and Electric Company:

We focused attention and resources on making certain our customers continued to receive safe and reliable electric and gas service.

Here are a few examples.

"* In the first half of the year, we worked successfully with power and natural gas suppliers to put in place financial solutions that ensured they would be able to continue providing gas and electricity for our customers.

" The team at our Diablo Canyon Nuclear Power Plant refueled its Unit 2 in a record 29 days, making sure the unit, which provides enough power for 1 million homes, was back in full operation demand. The refueling was completed on budget in time for summer and was also the safest ever in the plant's history.

plant achieved an operating capacity factor The of 99.4 percent for the year.

"*Diablo Canyon once again received the top rating for safety and operational performance from the Institute of Nuclear Power Operations.

"*We streamlined the process and increased the resources assigned for connecting new power plants to the transmission grid. In total, we connected 14 plants to the grid for 2001, totaling 1,200 megawatts.

"*We completed 30 critical transmission capacity projects in order to move more power to the regions and communities where demand increased.

1

"*We assisted a record-breaking 18.8 million callers to our call centers, nearly a 30 percent increase over the numbers for the previous year.

"*Our focus on safe, reliable, responsive service earned the company high marks from commercial and residential customers, with nearly nine out of 10 customers surveyed rating our services as good, or excellent. In a year like 2001, we are doubly very good proud of these results.

We are also proud of our successes in energy conservation, in which we continued a 25-year track record of excellence.

"*We offered more than 30 energy efficiency programs to lower business and residential customers' energy usage and bills, create more efficient new buildings, and reduce impacts on the environment. In 2001, programs, in which we have invested more than these

$2 billion since 1976, saved enough power to 90,000 homes for one year, and enough natural supply gas to supply 19,000 homes for a year.

"*Our energy efficiency rebate programs paid more than

$17 million in customer rebates to residential customers, who purchased a record 150,000 qualifying energy efficient appliances for the year. Business customers received $21 million in rebates for purchases of energy efficient equipment.

"*We educated customers about how they could reduce energy usage, making information available through brochures, bill inserts, our website, the media, advertising, and our toll-free Smarter Energy Line, helped approximately 530,000 callers last year-double which the number from the previous year.

"*We received the 2001 ENERGY STAR "Excellence in Consumer Education Award" from the U.S. Department of Energy and the U.S. Environmental Protection Agency for our promotion of energy efficient

"*These programs helped California reduce energy usage appliances.

during the summer of 2001 and helped avoid rotating blackouts many people thought were the inevitable.

PG&E National Energy Group:

We continued solid operational performance at our PG&E NEG facilities and in its energy trading business in 2001, amid the energy crisis and changes in competitive markets.

We continued to access the capital markets, notwithstanding Early last year, we sought and obtained independent Pacific Gas and Electric Company's bankruptcy.

investment-grade credit ratings for the PG&E NEG and its energy trading business. Those ratings were reaffirmed following Pacific Gas and Electric Company's Chapter 11 filing.I We completed several financings providing capital energy trading activities. These included to invest in generating and pipeline assets and

$1 billion of 10-year senior notes, a new to support facility that expanded and consolidated other $1.25 billion revolving credit credit facilities, and a $1.1 billion loan facility to finance the Athens, Harquahala and Millennium power plant projects.

Power plant development and construction accomplishments included:

"*Commencing commercial operations in June at the 52 6

-megawatt Attala power plant in Mississippi, Galion, Ohio, beginning operations at the final and in unit of the 14 4-megawatt multi-unit, multi-site peaker project.

" Starting construction on the 1,09 2 -megawatt Harquahala plant in Arizona, the 1,080-megawatt Athens plant in New York and the ill-megawatt Plains End facility in Colorado.

"*Breaking ground on the 1,170-megawatt Covert generating project in southwest Michigan.

"*Announcing an agreement between the PG&E NEG and the city of Denton, Texas, under which the company acquired a 178-megawatt generating facility and agreed to a power sales contract with

"*Taking ownership of the 6 6 -megawatt Mountain View the city.

wind-generating facility in Southern California, sells its power to the California Department of which Water Resources under a 10-year contract.

At year's end, our portfolio of megawatts owned and controlled totaled 7,100 megawatts in operation and 7,740 megawatts in construction.

Natural gas transmission accomplishments included:

• Beginning operation of 21 miles of new pipeline in time for the 2001-2002 winter heating season.

Completed a year ahead of schedule, this section is part of our larger 2002 expansion project that increase the company's ability to deliver natural will gas to western markets. The 2002 expansion will increase capacity on the system by about project in total 8 percent.

2

S... ........ *

• a.. a,,.

• ** , .**a * *-* ,- 1s sc *'n,. .v* .a. an . a,, e Ia* d ii* S,,:

Continuing work on the North Baja pipeline project in Southern California, which is on target for commercial operation by the end of 2002.

Pacific Gas and Electric Company's Chapter 11 and Plan of Reorganization On September 20, 2001, Pacific Gas and Electric Company and PG&E Corporation jointly filed a Plan of Reorganization with the Bankruptcy Court. This plan is the basis for the resolution of Pacific Gas and Electric Company's Chapter 11 case.

"*It will allow us to pay all valid creditor claims in full, without asking the court to raise retail rates, asking the state for a bailout, or selling any of our major assets to third parties.

" It will create financially strong, sustainable businesses that offer long-term growth prospects to our employees and shareholders.

"*And it will enable Pacific Gas and Electric Company to move out of Chapter 11 as a financially strong business positioned to continue safe, reliable and responsive delivery of gas and electricity to its customers.

The plan substantially restructures Pacific Gas and Electric Company's current operations. It also clearly aligns the business environment with the regulatory environment for our reorganized businesses. Together, these changes will result in businesses that can secure new financing that will help provide the funds we need to resolve creditors' valid claims.

Here is how the restructuring will work.

The plan reorganizes Pacific Gas and Electric Company and PG&E Corporation into two separate, stand-alone publicly traded companies no longer affiliated with one another.

Pacific Gas and Electric Company will retain its current name and 70 percent of its current assets. It will be a separate California corporation with its own publicly traded common stock, which will be distributed to PG&E Corporation shareholders. And it will continue to own and operate the existing retail electric and natural gas distribution system and provide natural gas and electric service to one in 20 Americans.

The electric generation, electric transmission and natural gas transmission operations currently part of Pacific Gas and Electric Company will become subsidiaries of PG&E Corporation. PG&E Corporation, which will be renamed, will consist of three new businesses-temporarily named Gen, ETrans and GTrans-in addition to its existing National Energy Group business.

Each of these businesses-Pacific Gas and Electric Company and the reorganized PG&E Corporation-will be financially strong and will be a solid, sustainable business going forward. As a result, the businesses will be able to use the value of their assets to obtain substantial new financing that will be used to help pay creditors' claims.

Following this reorganization, roles and responsibilities for the vast majority of our employees will be the same as they are today. We envision essentially the same people continuing to do their jobs with comparable pay and benefits programs. In general, work will follow the assets, and people will follow the work.

The Chapter 11 process requires that the plan of reorganization ultimately be confirmed by the Bankruptcy Court before it can be implemented. The official creditors' committee is fully supportive of the plan. We anticipate confirmation of the plan in mid-2002 and receipt of various federal regulatory approvals thereafter. Our schedule is to complete the reorganization process by the end of 2002.

Management Focus and Expectations for 2002 Management's primary focus in 2002 is on the following objectives:

"oGaining approval for and implementing our Plan of Reorganization.

"*Strengthening the balance sheet and credit ratings in the PG&E NEG.

"*Deploying capital prudently in the PG&E NEG, which is moving forward with its pipeline expansion program as well as current plants in construction, totaling more than 5,400 megawatts, plus about 2,300 megawatts from tolling agreements.

"*Continuing to provide safe, reliable service to customers and to improve our safety performance through effective safety programs and a focus on maintaining safe operations.

"*Delivering solid income from operations.

3

Thank You In such a tumultuous year, it is important to thank our employees, customers, creditors and investors for the support they have shown the company.

In the wake of September 11, several hundred of our team members donated 5,300 vacation hours to raise

$200,000 for the American Red Cross. Others scaled back holiday celebrations for the same purpose. And, as this letter is written, some men and women from our company are called to active duty by the U.S. armed forces reserves and the National Guard to help make the United States safer.

We know your investment in our company is made with the expectation of a growing total return. I can speak for our entire team in assuring you that we all share a commitment to deliver this to you.

Sincerely, Robert D. Glynn, Jr.

Chairman of the Board, Chief Executive Officer and President PG&E Corporation March 5, 2002 4

PG&E Corporation At A Glance PG&E National Energy Group 2001 2000 Operating revenues ....................... $12.7 billion $16.8 billion Earnings from operations per common share* .....

$0.57 $0.45 Products and services ......................

Integrated energy and marketing Interstate pipeline operations Operating power plants (owned and leased).....

6,518 megawatts Power plants in construction (owned and leased) 5,430 megawatts Power controlled through contracts ............

581 megawatts in operation; 2,313 megawatts under construction Energy trading volume in 2001:

Natural gas ............................

8.45 billion cubic feet per day Power...............................

280 million megawatt-hours Natural gas pipelines in operation .............

1,350 miles in the Pacific Northwest Natural gas pipelines in development ...........

77 miles in Southern California and Arizona Average daily natural gas throughput ...........

2.75 billion cubic feet Pacific Gas and Electric Company 2001 2000 Operating revenues .......................

$10.5 billion $9.6 billion Earnings from operations per common share* .....

$2.51 $2.11 Service area 70,000 square miles in Northern and Central California, with a population of 13 million, about one in 20 Americans Delivery systems .........................

131,000 circuit miles of electric transmission and distribution lines, 43,000 miles of natural gas transmission and distribution pipelines Recent investments in infrastructure ............

$1.3 billion in 2001 and $1.2 billion in 2000 A few of the customers served by Pacific Gas and Electric Company .......................

1,022 wineries, 26 gold mines, 2,212 bakeries, 985 shoe stores, 1,409 video rental stores, 1,285 golf courses, 1,115 florists, and 975 car washes Estimated energy savings through customer energy efficiency programs in 2001 ................

630 million kilowatt-hours of electricity, or the equivalent to supply 90,000 households for one year 11 million therms of natural gas, or the equivalent to supply 19,000 homes for one year Earnings from operations per common share exclude items impacting comparability and should not be considered as an alternative to net income as prescribed by accounting principles generally accepted in the United States, 5

The Plan of Reorganization At A Glance On September 20, 2001, Pacific Gas and Electric Company and PG&E Corporation jointly filed a Reorganization for Pacific Gas and Electric Company Plan of with the Bankruptcy Court. The plan, which must Bankruptcy Court approval, will: receive e Allow Pacific Gas and Electric Company to pay all valid creditor claims in full, without asking raise retail rates, asking the state for a bailout, the court to or selling any of our major assets to third parties.

- Create financially strong, sustainable businesses that offer long-term growth prospects to our employees and shareholders.

- Enable Pacific Gas and Electric Company to move out of Chapter 11 as a financially strong positioned to continue safe, reliable and responsive business delivery of gas and electricity to its customers.

The plan substantially restructures Pacific Gas and Electric Company's current operations. It also the business environment with the regulatory environment clearly aligns for our reorganized businesses.

The plan separates Pacific Gas and Electric Company traded companies no longer affiliated with one and PG&E Corporation into two stand-alone publicly another. The common shares of the reorganized Electric Company will be distributed to PG&E Pacific Gas and Corporation shareholders.

The following chart shows the two companies as they will be organized after the plan is implemented:

Proposed Corporate Structure GeeatoGa rnsiso Electric Trans mission (ETrans) m UY ot 01. 11ýý-,

ElcrcRti OFPoe m

a R ccount Services' r AFCustomer and RIF 77

-ilk 1 Willnot popateas npetate sulbsffldw Pacific Gas and Electric Company:

• Pacific Gas and Electric Company will be the largest of the reorganized units, with 70 percent utility assets (in terms of book value). Pacific Gas of the current and Electric Company will retain its current name.

• It will have approximately 16,000 employees and generate approximately $10 billion to $12 billion in annual revenues.

• It will be a separate California corporation with its own publicly traded common stock.

• Retail customers of Pacific Gas and Electric Company will continue to receive all of the same electric natural gas services they currently receive. and 6

PG&E Corporation:

• PG&E Corporation will have three new businesses-temporarily named Gen, ETrans and GTrans-in addition to its existing National Energy Group business, with its integrated energy and marketing and interstate pipeline operations.

o Gen will own and operate the hydroelectric and nuclear generation facilities and associated lands, assume existing power purchase contracts with and will irrigation districts. These assets represent approximately 7,100 megawatts of power and currently produce about 40 percent of the demand of the utility's electric customers. The power will be sold back retail to Pacific Gas and Electric Company under contract for 12 years.

- ETrans will own and operate the bulk and local transmission system. In addition to maintaining system for efficiency and reliability, ETrans will the existing be responsible for the continued expansion of the transmission system in order to meet customer electric growth and market needs.

e GTrans will operate 6,300 miles of transmission pipelines and three gas storage facilities, including transmission pipeline that forms the backbone the of the natural gas delivery infrastructure for Northern and Central California.

7

SELECTED FINANCIAL DATA (in millions, except per share amounts) 2001 2000 1999 1998 1997 PG&E Corporationd)

For the Year Operating revenues ................................ $22,959 $26,220 $20,819 $19,577 $15,255 Operating income (loss) .............................. 2,736 (4,807) 878 2,098 1,762 Income (Loss) from continuing operations ................ 1,090 (3,324) 13 771 745 Earnings (Loss) per common share from continuing operations, basic.......................................... 3.00 (9.18) 0.04 2.02 1.82 Earnings (Loss) per common share from continuing operations, d iluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.99 (9.18) 0.04 2.02 1.82 Dividends declared per common share .................. 1.20 1.20

- 1.20 1.20 At Year-End Book value per common share ........................ $ 11.91 $ 8.76 $ 21.08 $ 21.30

$ 19.13 Common stock price per share ........................ 19.24 20.00 20.50 31.50 30.31 Total assets ...................................... 35,862 36,152 29,588 33,234 31,115 Long-term debt (excluding current portion) ............... 7,297 5,550 6,785 7,422 7,659 Rate reduction bonds (excluding current portion) ........... 1,450 1,740 2,031 2,321 2,611 Financial debt subject to compromise ................... 5,651 Redeemable preferred stock and securities of subsidiaries (excluding current portion) ......................... 635 635 635 635 750 Pacific Gas and Electric Company(')

For the Year Operating revenues ................................ $10,462 $ 9,637 $ 9,228 $ 8,924 $ 9,495 Operating income (loss) ............................. 2,478 (5,201) 1,993 1,876 1,820 Income (Loss) available for (allocated to) common stock ..... 990 (3,508) 763 702 735 At Year-End Total assets ...................................... $25,137 $21,988 $21,470 $22,950 $25,147 Long-term debt (excluding current portion) ............... 3,019 3,342 4,877 5,444 6,218 Rate reduction bonds (excluding current portion) ........... 1,450 1,740 2,031 2,321 2,611 Financial debt subject to compromise ................... 5,651 Redeemable preferred stock and securities (excluding current portion) .. .... ... . .. .. . . .. ... . .. ... . .... ... .. . 586 586 694 586 586 (1) Matters relating to certain data, including the provision for loss on generation-related regulatory assets and under-collected purchased power costs, discontinued operations, and the cumulative effect of a change in accounting principles, are discussed in Management's Discussion and Analysis and in the Notes to the Consolidated Financial Statements.

8

MANAGEMENT'S DISCUSSION AND ANALYSIS PG&E Corporation is an energy-based holding company headquartered in San Francisco, California. PG&E Corporation's energy utility subsidiary, Pacific Gas and Electric Company (the Utility), delivers electric service to approximately 4.8 million customers and natural gas service to approximately 3.9 million customers in Northern and Central California. PG&E Corporation's other significant subsidiary is PG&E National Energy Group, Inc.

(PG&E NEG), headquartered in Bethesda, Maryland. On April 6, 2001, the Utility filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankruptcy Code) in the United States Bankruptcy Court for the Northern District of California (Bankruptcy Court). Under Chapter 11, the Utility retains control of its assets and is authorized to operate its business as a debtor-in-possession while being subject to the jurisdiction of the Bankruptcy Court. The factors causing the Utility to take this action are discussed in this Management's Discussion and Analysis (MD&A) and in Notes 2 and 3 of the Notes to the Consolidated Financial Statements.

PG&E Corporation has identified three reportable operating segments, which were determined based on similarities in economic characteristics, products and services, types of customers, methods of distribution, the regulatory environment, and how information is reported to PG&E Corporation's key decision makers. These segments represent a change in the reportable segments from those reported in the year 2000. In accordance with accounting principles generally accepted in the United States, prior year segment information has been restated to conform to the current segment presentation. The Utility is one reportable operating segment. The other two reportable operating segments are the Integrated Energy and Marketing (PG&E Energy) and the Interstate Pipeline Operations (PG&E Pipeline) segments of PG&E Corporation's subsidiary, PG&E NEG. These three reportable operating segments provide different products and services and are subject to different forms of regulation or jurisdictions. Financial information about each reportable operating segment is provided in this MD&A and in Note 17 of the Notes to the Consolidated Financial Statements.

PG&E NEG is an integrated energy company with a strategic focus on power generation, natural gas transmission, and wholesale energy marketing and trading in North America. PG&E NEG and its subsidiaries have integrated their generation, development, and energy marketing and trading activities in an effort to create energy products in response to customer needs, increase the returns from its operations, and identify and capitalize on opportunities to optimize generating and pipeline capacity. PG&E NEG was incorporated on December 18, 1998, as a wholly owned subsidiary of PG&E Corporation. Shortly thereafter, PG&E Corporation contributed various subsidiaries to PG&E NEG. The principal subsidiaries of PG&E NEG include: PG&E Generating Company, LLC and its subsidiaries (collectively, PG&E Gen LLC); PG&E Energy Trading Holdings Corporation and its subsidiaries (collectively, PG&E Energy Trading or PG&E ET); PG&E Gas Transmission Corporation and its subsidiaries (collectively, PG&E GTC), which includes PG&E Gas Transmission, Northwest Corporation and its subsidiaries (collectively, PG&E GTN), PG&E North Baja Pipeline, LLC (PG&E NBP), and PG&E Gas Transmission, Texas Corporation and its subsidiaries, and PG&E Gas Transmission Teco, Inc. and its subsidiaries (collectively, PG&E GTM (see Note 6 of the Notes to the Consolidated Financial Statements for a discussion of the sale of PG&E GTF).

PG&E Energy Services Corporation (PG&E ES), which was discontinued in 1999, provided retail energy services.

PG&E NEG also has other less significant subsidiaries.

This is a combined annual report of PG&E Corporation and the Utility. It includes separate consolidated financial statements for each entity. The consolidated financial statements of PG&E Corporation reflect the accounts of PG&E Corporation, the Utility, PG&E NEG, and other wholly owned and controlled subsidiaries. The consolidated financial statements of the Utility reflect the accounts of the Utility and its wholly owned and controlled subsidiaries. This combined MD&A should be read in conjunction with the consolidated financial statements included herein.

This combined annual report, including our Letter to Shareholders and this MD&A, contains forward-looking statements about the future that are necessarily subject to various risks and uncertainties. These statements are based on current expectations and on assumptions which management believes are reasonable and on information currently available to management. These forward-looking statements are identified by words such as "estimates,"

"expects," "anticipates," "plans," "believes," and other similar expressions. Actual results could differ materially from those contemplated by the forward-looking statements.

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Although PG&E Corporation and the Utility are not able to predict all of the factors that may affect future results, some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include:

e the outcome of the Utility's bankruptcy case, including:

- whether the Bankruptcy Court approves the amended disclosure statement relating to the Utility's proposed plan of reorganization (Plan) to be submitted to comply with the Bankruptcy Court's February 7, 2002 decision;

- whether the Bankruptcy Court confirms the Utility's Plan as amended to comply with the Bankruptcy Court's February 7, 2002 decision;

- whether the Bankruptcy Court confirms the alternative plan of reorganization to be submitted by the California Public Utilities Commission (CPUC) and the terms of such a plan;

- whether other parties submit alternative proposed plans of reorganization after the expiration of the period during which only the Utility may file a proposed plan;

- whether the CPUC takes action that would negatively affect the feasibility of the proposed Plan;

- whether the Plan is materially modified or amended;

- whether the Utility is required to re-assume the obligation to purchase power for its customers from the California Department of Water Resources (DWR) under circumstances that threaten to undermine the Utility's creditworthiness, financial condition, or results of operation;

- whether the Utility is required to accept assignment of the DWR's power purchase contracts;

• assuming the Bankruptcy Court confirms the proposed Plan, whether such confirmation can be challenged or appealed and the impact of any delay caused by such challenges or appeals on continued creditor support of the Plan and on continued feasibility of the Plan;

• whether, even if confirmed, the Plan becomes effective, which may be affected by, among other factors:

- risks relating to the issuance of new debt securities by each of the disaggregated entities, including higher interest rates than are assumed in the financial projections which could affect the amount of cash that could be raised to satisfy allowed claims, and the inability to successfully market the debt securities due to, among other reasons, an adverse change in market conditions or in the condition of the disaggregated entities before completion of the offerings;

- whether a favorable tax ruling or opinion is obtained regarding the tax-free nature of the transactions contemplated in the Plan;

- whether approval is obtained from the various federal regulatory agencies to implement the transactions contemplated in the Plan, the timing of that approval, and the timing and success of any appeals of such regulatory orders;

"*assuming the Plan becomes effective, whether the Utility will be able to successfully disaggregate its businesses;

"*the effect of the Utility's bankruptcy proceedings on PG&E Corporation and PG&E NEG, and in particular, the impact a protracted delay in the Utility's bankruptcy proceedings could have on PG&E Corporation's liquidity and access to capital markets;

" the outcome of the CPUC's pending investigation into whether the California investor-owned utilities, including the Utility, have complied with past CPUC decisions, rules, or orders authorizing their holding company formations, the outcomes of the lawsuits brought by the California Attorney General, the City and County of San Francisco, and the People of the State of California, against PG&E Corporation alleging unfair or fraudulent business acts or practices based on alleged violations of conditions established in the CPUC's holding company decisions, and the outcome of the California Attorney General's petition requesting revocation of PG&E Corporation's exemption from the Public Utility Holding Company Act of 1935, and the effect of such outcomes, if any, on PG&E Corporation, the Utility, and PG&E NEG; 10

"*the extent to which the ability of PG&E Corporation to obtain financing or capital on reasonable terms is affected by the interpretation of the CPUC's holding company conditions, conditions in the general economy, the energy markets or capital markets;

"*the outcome of the Utility's various regulatory proceedings pending at the CPUC, including the proceeding to determine future ratemaking for the Utility's retained generation (primarily hydroelectric assets and the Diablo Canyon Nuclear Power Plant), the 2002 attrition rate adjustment and the 2003 General Rate Case;

"*whether the CPUC's March 27, 2001 accounting decision regarding the Utility's under-collected wholesale power purchase costs is upheld and whether the Utility's lawsuit against the CPUC for recovery of those costs is successful;

"*any changes in the amount of transition costs the Utility is allowed to collect from its customers, and the timing of the completion of the Utility's transition cost recovery;

"*the amount and timing of regulatory valuation of the Utility's hydroelectric and other non-nuclear generation assets;

"*the impact on earnings of the future operating performance at the Utility's Diablo Canyon Nuclear Power Plant (Diablo Canyon);

"*legislative or regulatory changes affecting the electric and natural gas industries in the United States, including the pace and extent of efforts to restructure the electric and natural gas industries;

"*the volatility of commodity fuel and electricity prices (which may result from a variety of factors, including:

weather; the supply and demand for energy commodities; the availability of competitively priced alternative energy sources; the level of production and availability of natural gas, crude oil, and coal; transmission or transportation constraints; federal and state energy and environmental regulation and legislation; the degree of market liquidity; and natural disasters, wars, embargoes, and other catastrophic events); any resulting increases in the cost of producing power and decreases in prices of power sold, and whether the Utility's and PG&E NEG's strategies to manage and respond to such volatility are successful;

"*PG&E NEG's ability to obtain financing from third parties, or from PG&E Corporation for its planned development projects and related equipment purchases and to refinance PG&E NEG's and its subsidiaries' existing indebtedness as it matures, in each case, on reasonable terms, while preserving PG&E NEG's credit quality; which could be negatively affected by conditions in the general economy, the energy markets, or the capital markets; and the extent to which the CPUC's holding company conditions may be interpreted to restrict PG&E Corporation's ability to provide financial support to PG&E NEG;

"*the extent to which PG&E NEG's current or planned development of generation, pipeline, and storage facilities are completed and the pace and cost of that completion, including the extent to which commercial operations of these development projects are delayed or prevented because of various development and construction risks such as PG&E NEG's failure to obtain necessary permits or equipment, the failure of third-party contractors to perform their contractual obligations, or the failure of necessary equipment to perform as anticipated;

"*the extent and timing of generating, pipeline, and storage capacity expansion and retirements by others;

"*the performance of PG&E NEG's projects and the success of PG&E NEG's efforts to invest in and develop new opportunities;

"*restrictions imposed upon PG&E Corporation and PG&E NEG under certain term loans of PG&E Corporation including maintenance of minimum segregated cash balances by PG&E Corporation and prohibitions on payment of dividends by both PG&E Corporation and PG&E NEG;

"*future sales levels, which in the case of the Utility, will be affected by when the CPUC ultimately determines that direct access has been suspended and the level of exit fees that may be imposed on direct access customers; general economic and financial market conditions; and changes in interest rates;

"*volatility resulting from mark-to-market accounting and the extent to which the assumptions underlying PG&E NEG's and the Utility's mark-to-market accounting and risk management programs are not realized;

"*the effect of compliance with existing and future environmental laws, regulations, and policies, the cost of which could be significant; 11

"*heightened rating agency criteria and the impact of changes in credit ratings on PG&E NEG's future financial condition, particularly a downgrade below investment grade which would impair PG&E NEG's ability to meet liquidity calls in connection with its trading activities and obtain financing for its planned development projects;

"*new accounting pronouncements; and

"*the outcome of pending litigation.

As the ultimate impact of these and other factors is uncertain, these and other factors may cause future earnings to differ materially from results or outcomes currently sought or expected.

In this MD&A, we first discuss our earnings guidance, we then discuss the impact of the California energy crisis and the Utility's bankruptcy on our liquidity, and then PG&E NEG's liquidity. We then discuss statements of cash flows and financial resources, and our results of operations for 2001, 2000, and 1999. Finally, we discuss our competitive and regulatory environment, our risk management activities, and various uncertainties that could affect future earnings. Our MD&A applies to both PG&E Corporation and the Utility.

2002 Guidance We expect 2002 corporate earnings from operations including headroom, the difference between generation-related revenues collected from customers at CPUC-authorized rates and our generation related costs, to be in the $3.00 per share range. (On a regulatory accounting basis, headroom recovers previously uncollected generation related costs that we wrote off at December 31, 2000.)

We are including headroom in earnings guidance for 2002 as a placeholder for increases in operating revenues that could result when the Utility's pending regulatory issues, such as the 2002 attrition rate adjustment, the retained generation ratemaking proceeding, and others are resolved. On a quarterly basis, we expect the amount of headroom to fluctuate materially due to many factors, including the outcome of regulatory proceedings and other regulatory actions, sales volatility, changes in estimates of previously incurred energy procurement costs, and the impact of the end of the rate freeze period. As a result, it is difficult to predict the amount of quarterly headroom.

Additionally, in light of the economy and energy markets, we expect that contribution to 2002 earnings from PG&E NEG will be down somewhat from 2001 results.

Earnings from operations exclude items impacting comparability and should not be considered an alternative to net income as prescribed by accounting principles generally accepted in the United States.

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LIQUIDITY AND CAPITAL RESOURCES As discussed below, the California energy crisis has impacted the credit ratings of various debt and equity instruments. The credit ratings as of December 31, 2001, of the various debt and equity instruments of PG&E Corporation, the Utility, and PG&E NEG are summarized in the table below:

Credit Rating Moody's Standard and Investors Poors Service PG&E Corporation GE/Lehman Loans .................................... Not Rated Private Rating uttilty Mortgage Bonds ..................................... CCC B3 Pollution Control Bonds-Bond Insurance ................ AAA Aaa Pollution Control Bonds--Letters of Credit ................ AA to A+ Not Rated*

Medium-Term Notes .................................. D Caa2 San Joaquin Valley Power Authority Bond .................. Not Rated Rating W/D DWR Loan .......................................... Not Rated Not Rated Senior 5-Year Note ...... .............................. D Caa2 Revolving Credit Line ................................ Not Rated Not Rated Floating Rate Notes ..................................... D Not Rated Matured Commercial Paper ............................. D Not Prime Redeemed Pollution Control Bonds-Bank Loans ........... Not Rated Not Rated Quarterly Income Preferred Securities (QUIPS) ............... D Caa3 Preferred Stock ........................................ D Ca PG&E NEG Senior Unsecured Notes due 2011 (PG&E NEG) ............ BBB Baa2 Senior Unsecured Notes due 2005 (PG&E GTN) ............ A- Baal Senior Unsecured Debentures due 2025 (PG&E GTN) ........ A- Baal Medium-Term Notes (nonrecourse) (PG&E GTN) ........... A- Baal Outstanding Credit Facilities ............................. Various Various Term Loans-Gen Holdings .............................. BBB- Baa3 Mortgage Loans and Others ............................ Not Rated Not Rated Utility The California energy crisis described in Note 3 of the Notes to the Consolidated Financial Statements has had a significant negative impact on the liquidity and capital resources of the Utility. Beginning in June 2000, the wholesale price of electric power in California steadily increased to an average cost of $0.182 per kilowatt-hour (kWh) for the seven-month period June 2000 through December 2000, as compared to an average cost of $0.042 per kWh for the same period in 1999. During this period retail electric rates were frozen. The Utility was only permitted to collect approximately $0.054 per kWh in frozen retail rates from its customers to pay for the Utility's generation-related costs. While seeking rate relief from the CPUC, the Utility financed the difference between its wholesale electricity costs and the amount collected through frozen retail rates. By December 31, 2000, the Utility had borrowed more than $3 billion. As of December 31, 2000, the Utility had accumulated a total of approximately

$6.9 billion in under-collected wholesale electricity costs and generation-related transition costs. This amount was charged to earnings at December 31, 2000, because the Utility could no longer conclude that such costs were probable of collection through regulated rates.

In January 2001, the CPUC granted an interim rate increase of $0.010 per kWh. This increase, which could not be used to recover past procurement costs, was not sufficient to cover the on-going high wholesale electricity costs then being experienced. As a result of the higher energy prices and the insufficient rate increase, PG&E Corporation's and the Utility's credit ratings deteriorated to below investment grade. These credit downgrades, which occurred on January 16 and 17, 2001, were events of default under one of the Utility's revolving credit facilities and precluded PG&E Corporation's and the Utility's access to the capital markets. Accordingly, the banks stopped funding under the Utility's revolving credit facility. On January 17, 2001, the Utility began to default on 13

maturing commercial paper obligations. In addition, the Utility was no longer able to meet generators, qualifying facilities (QFs), the its obligations to Independent System Operator (ISO), and the Power Exchange (PX), and began making partial payments of amounts owed.

As of January 19, 2001, the Utility had no credit under which it could purchase power generators were only selling to the Utility for its customers, and under emergency actions taken by the U.S.

result, the State of California authorized the Secretary of Energy. As a DWR to purchase electricity for the Utility's Assembly Bill AB lX was passed on February customers. California 1, 2001, authorizing the DWR to enter into of electricity and to issue revenue bonds to contracts for the supply finance electricity purchases, although the intended to buy power only at reasonable DWR indicated that it prices to meet the Utility's net open position, purchase the remainder in order to avoid leaving the ISO to blackouts. (The net open position is the amount retail electric customers that cannot be met of power needed by by utility-owned generation or power under contract to the Utility).

Throughout the energy crisis, the Utility sought relief through various regulatory proceedings efforts to reach a negotiated solution with and through the State of California ("State"). In late March CPUC issued a series of decisions that increased and early April 2001, the the Utility's inability to recover past debts exposure to significant additional costs. On and increased its March 27, 2001, the CPUC ruled on the Utility's request for rate relief. This decision made November 20, 2000, permanent the $0.010 per kwh interim increase January 2001 and granted an additional $0.030 authorized in per kWh (on average) energy surcharge effective that would not be included in customer bills immediately, but until June 2001. The revenue generated by be used only for electric power procurement the rate increase was to costs incurred after March 27, 2001. This decision to pay the DWR the full generation-related ordered the Utility portion of retail rates for every kWh of electricity without regard to whether overall retail rates sold by the DWR were adequate to recover the remainder of service. In the same decision, the CPUC adopted the Utility's cost of an accounting proposal by The Utility Reform which retroactively restates the way in which Network (TURN),

transition costs (those costs believed to be further in Note 3 of the Notes to the Consolidated uneconomic are discussed Financial Statements) are recovered. This the effect of extending the rate freeze and retroactive change had reducing the amount of past wholesale power costs that could be eligible for recovery from customers.

Also on March 27, 2001, the CPUC issued a ruling that required the Utility to begin paying within 15 days of the end of the QF's billing the QFs in full and cycle. On April 3, 2001, the CPUC issued methodology for the Utility to reimburse the a ruling which adopted a DWR for power purchases made to meet the position. The Utility believes this ruling, along Utility's net open with other rulings, illegally compels the Utility the DWR and QFs without providing adequate to make payments to revenues for such payments.

The Utility believes that these actions taken by the CPUC are illegal and the Utility has appeals with the CPUC, in federal court, and filed for rehearings and with the Bankruptcy Court. The status of these proceedings is discussed later in this MD&A.

As discussed further in Note 2 of the Notes to the Consolidated Financial Statements, as failure of the DWR to assume the full procurement a result of (1) the negative impact of a CPUC decision that created responsibility for the Utility's net open position, new payment obligations for the Utility and (2) the to return to financial viability, (3) a lack of undermined its ability progress in negotiations with the State of solution for the energy crisis, and (4) the California to provide a adoption by the CPUC of an illegal and retroactive that would appear to eliminate the Utility's accounting change true under-collected wholesale electricity costs, voluntary petition for relief under the provisions the Utility filed a of the Bankruptcy Code on April 6, 2001.

Under Chapter 11, the Utility retains control of its assets and is authorized to operate its debtor-in-possession while being subject to business as a the jurisdiction of the Bankruptcy Court. Subsidiaries including PG&E Funding, LLC (which holds of the Utility, the Rate Reduction Bonds) and PG&E Holdings, stock of the Utility), are not included in the LLC (which holds Utility's petition. Neither PG&E Corporation nor PG&E NEG has declared bankruptcy.

The Utility's Consolidated Financial Statements have been prepared in accordance with the of Certified Public Accountants' Statement American Institute of Position (SOP) 90-7, "Financial Reporting Reorganization Under the Bankruptcy Code," by Entities in and on a going concern basis, which contemplates operation, realization of assets, and liquidation continuity of of liabilities in the ordinary course of business.

of the filing, such realization of assets and However, as a result liquidation of liabilities are subject to uncertainty.

Certain claims against the Utility in existence before the filing of its bankruptcy petition Utility continues business operations as a are stayed while the debtor-in-possession. The Utility has reflected its total estimate of all 14

.. . .. .....- a........

- . ,,ia PG&E NEG PG&E NEG anticipates spending up to approximately $337 million, net of insurance proceeds from 2002, through 2008 for environmental compliance at currently operating facilities. To date, PG&E NEG has spent approximately $8 million of this amount. PG&E NEG believes that a substantial portion of this amount will be funded from its operating cash flow. This amount may change, however, and the timing of any necessary capital expenditures could be accelerated in the event of a change in environmental regulations or the commencement of any enforcement proceeding against PG&E NEG.

In May 2000, PG&E NEG received an Information Request from the U.S. Environmental Protection Agency (EPA), pursuant to Section 114 of the Federal Clean Air Act (CAA). The Information Request asked PG&E NEG to provide certain information relative to the compliance of the Brayton Point and Salem Harbor Generating Stations with the CAA. No enforcement action has been brought by the EPA to date. PG&E NEG has had very preliminary discussions with the EPA to explore a potential settlement of this matter. As a result of this and related regulatory initiatives by the Commonwealth of Massachusetts, PG&E NEG is exploring initiatives that would assist it to achieve significant reductions of sulfur dioxide, nitrogen oxide, and thermal emissions by 2006. PG&E NEG believes that it would meet these requirements through installation of controls at the Brayton Point and Salem Harbor plants and estimates that capital expenditures on these environmental projects will be approximately

$266 million over the next five years. PG&E NEG believes that it is not possible to predict at this point whether any such settlement will occur or, in the absence of a settlement, the likelihood of whether the EPA will bring an enforcement action.

PG&E Gen's existing power plants, including USGen New England, Inc. (USGenNE) facilities, are subject to federal and state water quality standards with respect to discharge constituents and thermal effluents. Three of the fossil-fueled plants owned and operated by USGenNE are operating pursuant to NPDES permits that have expired.

For the facilities whose NPDES permits have expired, permit renewal applications are pending, and it is anticipated that all three facilities will be able to continue to operate under existing terms and conditions until new permits are issued. It is estimated that USGenNE's cost to comply with the new permit conditions could be as much as

$67 million through 2005. It is possible that the new permits may contain more stringent limitations than prior permits.

In September 2000, USGenNE signed a series of agreements that require it to alter its existing wastewater treatment facilities at the Brayton Point and Salem Harbor generating facilities. Through December 31, 2001, USGenNE has incurred approximately $8 million and expects that total costs will be approximately $18 million.

Certain of these costs have been capitalized and a receivable has been recorded for amounts it believes are probable of recovery through insurance proceeds.

Inflation Financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America, report operating results in terms of historical costs and do not evaluate the impact of inflation. Inflation affects our construction costs, operating expenses, and interest charges. In addition, the Utility's electric revenues do not reflect the impact of inflation due to the current electric rate freeze. However, inflation at current levels is not expected to have a material adverse impact on PG&E Corporation's or the Utility's financial position or results of operations.

Quantitative and Qualitative Disclosures About Market Risk Risk Management Activities PG&E Corporation and the Utility have established risk management policies that allow the use of energy, financial, and weather derivative instruments (a derivative is a contract whose value is dependent on or derived from the value of some underlying asset) and other instruments and agreements to be used to manage its exposure to market, credit, volumetric, regulatory, and operational risks. PG&E Corporation and the Utility use derivatives for both trading (for profit) and non-trading (hedging) purposes. Trading activities may be done for purposes of gathering market intelligence, creating liquidity, maintaining a market presence, and taking a market view. Non-trading activities may be done for purposes of mitigating the risks associated with an asset (natural position embedded in asset ownership and regulatory requirements), liability, committed transaction, or probable forecasted transaction. Such derivatives include forward contracts, futures, swaps, options, and other contracts.

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PG&E Corporation and the Utility may engage in the trading of derivatives only in accordance set forth by the PG&E Corporation Risk Policy with policies Committee. Trading is permitted only after PG&E Policy Committee approves appropriate limits Corporation's Risk for such activity and the organizational unit successfully demonstrates that there is a business proposing this activity need for such activity and that the market risks adequately measured, monitored, and controlled. will be PG&E Corporation's Risk Policy Committee is responsible overall approval of the Risk Management Policy for the and the delegation of approval and authorization Policy Committee is comprised of senior executives levels. The Risk who receive updates on market conditions, risk credit exposures and overall results. Under PG&E positions, Corporation, both PG&E NEG and the Utility have Risk Management Committees that address matters their own relating to those companies' respective businesses.

Management Committees are also comprised of These Risk senior officers.

PG&E Corporation applies mark-to-market accounting to all of its trading activities, under the guidance Emerging Issues Task Force (EITF) Issue No. 98-10, in "Accounting for Contracts Involving Energy Trading Management Activities," which are recorded at and Risk fair value with realized and unrealized gains (losses)

The recognized but unrealized balances are recorded in earnings.

on the Consolidated Balance Sheets as price risk management assets and liabilities. Non-trading contracts that meet the definition of a derivative No. 133, "Accounting for Derivative Instruments under SEAS and Hedging Activities," may be classified as normal and sales or cash flow hedges. Those derivatives purchases that qualify for normal purchases and sales treatment from the fair value requirements of SEAS No. 133. are exempt Derivatives that are designated and qualify for treatment are tested for their effectiveness in hedging cash flow hedge the underlying position. Gains or losses associated hedge effectiveness are recorded on the Consolidated with the Balance Sheets in Other Comprehensive Income are reclassified into earnings in the period in which (OCI) and the underlying transaction affects earnings. Gains associated with the ineffective portion of such and losses hedges are recognized in earnings immediately.

through PG&E NEG, participates in trading and PG&E Corporation, non-trading activities; the Utility participates only in non-trading activities.

The activities affecting the estimated fair value of trading activities, are presented below:

(in millions)

Fair values of trading contracts at January 1, 2001

.......................... $ 199 Net gain on contracts settled during the period

............................ (296)

Fair value of new trading contracts when entered into ......................

Changes in fair values attributable to changes in assum ptions . .... ....... ..............................valuation techniques and .... ....

Other changes in fair values ..... ......................................

130 Fair values of trading contracts outstanding at December 31, 2001 .............

Fair value of non-trading contracts .................................. 33 63 Net price risk management assets at December 31, 2001 .................... $ 96 PG&E Corporation estimated the gross mark-to-market value of its trading contracts as of December 31, using the mid-point of quoted bid and ask prices, 2001, where available, and other valuation techniques data was not available (e.g. illiquid markets or when market products). In such instances, PG&E Corporation pricing methodologies, including, but not limited utilizes alternative to, third party pricing curves, the extrapolation curves using historically reported data or interpolating of forward pricing between existing data points. Most of PG&E Corporation's risk management models are reviewed by or purchased from third party experts with extensive experience specific derivative applications. Fair value contemplates in the effects of credit risk, liquidity risk, and time money on gross mark-to-market positions through value of the application of reserves.

The following table shows the sources of prices used to calculate the fair value of trading contracts December 31, 2001. In many cases, these prices at are fed into option models that calculate a gross mark-to-market 51

value from which fair value is derived after considering reserves for liquidity, credit, time value, and model confidence.

Fair Value of Trading Contracts Maturity Maturity Maturity Maturity Source of Fair Value in Excess Total Less Than One-Three Four-Five of Five Fair (in millions)

One Year Years Years Years Value Prices actively quoted ..............................

$142 $ 11 $(18) $19 $ 154 Prices provided by other external sources...............

.. - - 19 19 Prices based on models and other valuation methods ......

(49) (73) (22) 4 (140)

Total..............................................

$ 93 $(62) $(40) $42 $ 33 The amounts disclosed above are not indicative of likely future cash flows, as these positions may be changed by new transactions in the trading portfolio at any time in response to changing market conditions, market liquidity, and PG&E Corporation's risk management portfolio needs and strategies.

Market Risk To the extent that PG&E Corporation and the Utility have an open position (an open position is a position that is either not hedged or only partially hedged), it is exposed to the risk that fluctuations in commodity, futures and basis prices may impact financial results. Such risks include any and all change in value whether caused by trading positions, asset ownership/availability, debt covenants, exposure concentration, currency, weather, etc.

regardless of accounting method. Market risk is also affected by changes in volatility, correlation and liquidity. We manage our exposure to market fluctuations within the risk limits provided for in the PG&E Corporation Risk Management Policy and minimize forward value fluctuations through hedging (i.e., selling plant output, buying fuel, utilizing transportation and transmission capacity) and portfolio management.

Commodity PriceRisk Commodity price risk is the risk that changes in market prices of a commodity for physical delivery will adversely affect earnings and cash flows.

Utility Electric Commodity Price Risk In compliance with regulatory requirements, the Utility manages commodity price risk independently from the activities in PG&E Corporation's unregulated businesses.

Because of different regulatory incentives and ratemaking methods, the Utility reports its commodity price risk separately for its electricity and natural gas businesses. Price risk management strategies consist primarily of the use of physical forward purchases and non-trading financial instruments to attain our objective of reducing the impact of commodity price fluctuations for electricity and natural gas associated with the Utility's procurement obligations to meet its retail electricity and natural gas loads.

While the use of these instruments has been authorized by the CPUC, the CPUC has yet to establish rules around how it will judge the reasonableness of these instruments for electricity purchases. Gains and losses associated with the use of the majority of these financial instruments primarily affect regulatory accounts, depending on the business unit and the specific program involved.

The Utility has had a very limited ability to enter into forward contracts to hedge its exposure to commodity price fluctuations because of the reluctance of counterparties to extend credit. As the Utility's credit rating dropped below investment grade in January 2001, the DWR began purchasing wholesale power for electric customers on behalf of the state of California. The Utility is currently paying the DWR the amount of money it collects in retail generation rates for electricity purchased by the DWR for the net open position. The Utility believes that it is obligated to remit only these revenues to the DWR and, therefore, there is no price risk for electricity purchases to serve the net open position.

As explained in Note 2 of the Notes to the Consolidated Financial Statements, on September 20, 2001, PG&E Corporation and the Utility filed a proposed plan of reorganization of the Utility with the Bankruptcy Court. Upon the effective date of the Plan, the reorganized Utility will transfer its generation assets to Gen. Gen will operate as an independent power producer thereafter. As an independent owner/operator, Gen could face increased price risk associated with variability in power prices. Additionally, the reorganized Utility could face price risk if and when it resumes the net open position not already provided for by the DWR's contracts. The Plan proposes that 52

the Reorganized Utility may reassume this responsibility at an unknown future date when certain specified conditions are met, including receiving an investment grade credit rating. To manage electric commodity price risk for both companies and to provide a sufficiently stable framework for financing, Gen proposes to sell its generation output to the reorganized Utility under a power sales agreement having a term of 12 years. As a result, during the term of the agreement; the price risk should be limited to replacement power requirements, if any, brought about by low hydroelectric availability and/or unit outages that may occur.

Utility NaturalGas Commodity PriceRisk Under a ratemaking method called the Core Procurement Incentive Mechanism (CPIM), the Utility recovers in retail rates the cost of procuring natural gas for its customers as long as the costs are within a 99 percent to 102 percent "dead-band" of a benchmark price. The CPIM benchmark price reflects a weighting of prescribed daily and monthly gas price indices that are representative of Utility gas purchases. Ratepayers and shareholders share costs or savings outside the "dead-band" equally. In addition, the Utility has contracts for capacity on various gas pipelines. There is price risk related to the Transwestern gas pipeline to the extent that unused portions of the pipeline are brokered at floating rates.

Under a ratemaking pact called the Gas Accord, currently scheduled to be in effect through December 2002, shareholders are at risk for any revenues from the sale of capacity on the Utility's pipelines and gas storage fields held by the California Gas Transmission (CGT) business unit.

According to the terms of the Gas Accord, a portion of the pipeline and storage capacity is sold at competitive market-based rates. The Utility is generally exposed to reduced revenues when the price spreads between two delivery points narrow. In addition, the Utility is generally exposed to reduced revenues when throughput volumes are lower than expected, primarily caused by temperature and precipitation effects or by economy-driven impacts. On October 9, 2001, the Utility filed another Gas Accord application with the CPUC requesting a two-year extension without modification to existing terms and conditions of the existing Gas Accord. In return, the Utility will forego its ability to increase rates 2.5 percent annually during the extended time period. It is unclear when the CPUC will act upon the Utility's proposal.

PG&E NEG Commodity Price Risk PG&E NEG is exposed to commodity price risk of its portfolio of electric generation assets and supply contracts that serve wholesale and industrial customers, in addition to various merchant plants currently in development. PG&E NEG manages such risks using a cost-effective risk management program that primarily includes the buying and selling of fixed-price commodity commitments to lock in future cash flows of their forecasted generation. PG&E NEG is also exposed to commodity price risk of net open positions within their trading portfolio due to the assessment of and response to changing market conditions.

Value-at-Risk PG&E Corporation and the Utility measure commodity price risk exposure using value-at-risk and other methodologies that simulate future price movements in the energy markets to estimate the size and probability of future potential losses. Market risk is quantified using a variance/co-variance consistent measure of risk across diverse energy markets and value-at-risk model that provides a products. The use of this methodology requires a number of important assumptions, including the selection of a confidence level for losses, volatility of prices, market liquidity, and a holding period.

PG&E Corporation uses historical data for calculating the price volatility of its contractual positions and how likely the prices of those positions will move together. The model includes all derivatives and commodity instruments in the trading and non-trading portfolios. PG&E Corporation and the Utility express value-at-risk as a dollar amount of the potential loss in the fair value of their portfolios based on a 95 percent confidence level using a one-day liquidation period. Therefore, there is a 5 percent probability that PG&E Corporation and its subsidiaries' portfolios will incur a loss in one day greater than its value-at-risk.

For example, if the value-at-risk is calculated at

$5 million, there is a 95 percent confidence level that if prices moved against current positions, the reduction in the value of the portfolio resulting from such one-day price movements would not exceed $5 million.

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The following table illustrates the daily value-at-risk exposure for commodity price risk.

December 31, Year Ended December 31, 2001 (in millions) 2001 2000 Average High Iow Utility Non-trading* ............................................. $ 3.6 $187.4 $21.9 $69.3 $3.3 PG&E NEG Trading .............................................. 5.8 11.5 10.2 15.3 5.8 Non-Trading** ......................................... 10.3 8.8 11.3 19.0 7.4 Portfolio*** ............................................ 65.2 - - -

Includes the Utility's gas portfolio only. The Utility believes that there is currently no commodity price risk associated with fluctuating electric power prices, because the Utility is not currently responsible for managing the net open position.

Includes only the risk related to the financial instruments that serve as hedges and does not include the related underlying hedged item.

• Portfolio VAR includes a rolling three year position reflecting the underlying position associated with PG&E NEG's owned assets, the full tenor of PG&E NEG's asset hedges, and trading positions.

Value-at-risk has several limitations as a measure of portfolio risk, including, but not limited to, underestimation of the risk of a portfolio with significant options exposure, inadequate indication of the exposure of a portfolio to extreme price movements, and the inability to address the risk resulting from intra-day trading activities. Value-at-risk also does not reflect the significant regulatory, legislative, and legal risks currently facing the Utility due to the Utility's bankruptcy proceedings and the current California energy crisis.

Interest Rate Risk Interest rate risk is the risk that changes in interest rates could adversely affect earnings and cash flows.

Specific interest rate risks for PG&E Corporation and the Utility include the risk of increasing interest rates on short-term and long-term floating rate debt, the risk of decreasing rates on floating rate assets which have been financed with fixed rate debt, the risk of increasing interest rates for planned new fixed long-term financings, and the risk of increasing interest rates for planned refinancing using long-term fixed rate debt. In addition, the Utility is exposed to changes in interest rates on interest accruing on loan payments and trade payables currently in default.

PG&E Corporation uses the following interest rate instruments to manage its interest rate exposure: interest rate swaps, interest rate caps, floors, or collars, swaptions, or interest rate forward and futures contracts.

Interest rate risk sensitivity analysis is used to measure interest rate price risk by computing estimated changes in cash flows as a result of assumed changes in market interest rates. If interest rates change by 1 percent for all variable rate debt at PG&E Corporation and the Utility, the change would affect net income by approximately

$32.5 million and $26.4 million, respectively, based on variable rate debt and derivatives and other interest rate sensitive instruments outstanding at December 31, 2001.

Foreign Currency Risk Foreign currency risk is the risk of changes in value of pending financial obligations in foreign currencies that could occur prior to the settlement of the obligation due to a change in the value of that foreign currency in relation to the U.S. dollar. The Utility and PG&E Corporation are exposed to foreign currency risk associated with foreign currency exchange variations related to Canadian-denominated purchase and swap agreements.

In addition, PG&E Corporation has translation exposure resulting from the need to translate Canadian-denominated financial statements of its affiliate PG&E Energy Trading Canada Corporation into U.S. dollars for PG&E NEG Consolidated Financial Statements. PG&E Corporation and the Utility use forwards, swaps, and options to hedge foreign currency exposure.

PG&E Corporation and the Utility use sensitivity analysis to measure their foreign currency exchange rate exposure to the Canadian dollar. Based on a sensitivity analysis at December 31, 2001, a 10 percent devaluation of the Canadian dollar would be immaterial to PG&E Corporation's and the Utility's Consolidated Financial Statements.

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Credit Risk Credit risk is the risk of loss that PG&E Corporation and the Utility would incur if counterparties fail perform their contractual obligations. PG&E Corporation to and the Utility primarily conduct business with in the energy industry, and this concentration of customers counterparties may impact the overall exposure that its counterparties may be similarly affected to credit risk in by changes in economic, regulatory, or other conditions.

Corporation and the Utility manage credit risk pursuant PG&E to its Risk Management Policies, which provide by which counterparties are assigned credit limits processes in advance of entering into significant exposure.

procedures include an evaluation of a potential These counterparty's financial condition, net worth, credit other credit criteria as deemed appropriate and rating, and are performed at least annually. Credit exposure and, in the event that exposure exceeds the established is calculated daily limits, PG&E Corporation and the Utility take immediate action to reduce exposure and/or obtain additional collateral. Further, PG&E Corporation and the Utility heavily on master agreements that allow for the rely netting of positive and negative exposures associated counterparty. No single counterparty represents with a greater than 10 percent of PG&E Corporation's exposure at December 31, 2001. The fair value total gross credit of all claims against these counterparties that are position, with the exception of exchange-traded in a net asset futures (the exchange guarantees that every contract settled on a daily basis), as of December 31, 2001, is properly amount to the following:

(in millions) Gross Credit Exposure Collateral** Net Exposure*

PG&EUNE..G..................................

$ 932 $80 $852 utility ..... ....................................

271 127 144 PG&E Corporation............................

$1,203 $207 $996 Gross credit exposure equals mark-to-market value plus net (payables) receivables where netting is allowed. The Utility's gross exposure includes wholesale activity only. Retail activity and payables prior the Utility's bankruptcy filing are not included. to

• • Net exposure is the gross exposure minus credit collateral (cash deposits and letters of credit). Amounts are not adjusted for probability of default.

The majority of counterparties to which PG&E Corporation and the Utility are exposed are considered investment grade, determined using publicly available to be of information including an S&P's rating of at least

$296 million or 25 percent of PG&E Corporation's BBB-.

gross credit exposure and $59 million or 22 percent Utility's gross credit exposure is below investment of the grade. PG&E Corporation has regional concentrations exposure to counterparties that primarily conduct of credit business throughout the western United States (30 also to counterparties that primarily conduct business percent) and throughout the entire United States (51 percent).

has a regional concentration of credit exposure The Utility to counterparties that primarily conduct business throughout the entire United States (93 percent).

Related Party Agreements In accordance with various agreements, the Utility and other subsidiaries provide and receive various from their parent, PG&E Corporation. The Utility services and PG&E Corporation exchange administrative support services in support of operations. These and professional services are priced at either the fully loaded cost of fully loaded cost or fair market value depending or at the higher on the nature of the services provided. PG&E Corporation allocates certain other corporate administrative also and general costs to the Utility and other subsidiaries variety of factors, including their share of employees, using a operating expenses, assets, and other cost causal Additionally, the Utility purchases gas commodity methods.

and transmission services from, and sells reservation ancillary services to, PG&E NEG. These services and other are priced at either tariff rates or fair market value the nature of the services provided. Intercompany depending on transactions are eliminated in consolidation and no profit results from these transactions.

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The Utility's significant related party transactions were as follows:

Year ended (in millons) December 31, Utility revenues from: 2001 2000 1999 Administrative services provided to PG&E Corporation .............................

Transportation and distribution services provided to PG&E $ 6 $12 $23 ES .......... - -1 3 Gas reservation services provided to PG&E ET ..................................

Other ................................................... 11- 134 111 122 37

$ 18 $ 26 $167 Utility expenses from:

Administrative services received from PG&E Corporation ...........................

Gas commodity and transmission services $127 $ 83 $ 66 received from PG&E ET....................

Transmission services received from PG&E 120 136 30 GT ... ...............................

41 46 47

$288 $265 $143 Additional Security Measures In response to the September 11, 2001, terrorist attacks, PG&E Corporation and measures at critical facilities. PG&E Corporation the Utility increased security and the Utility continue to maintain a all facilities as well as close coordination heightened state of alert at with federal, state, and local law enforcement agencies.

Critical Accounting Policies PG&E Corporation and the Utility apply SFAS No. 71 to their regulated operations.

to be capitalized, that otherwise would This standard allows a cost be charged to expense if it is probable regulated rates. This standard also allows that the cost is recoverable through a regulator to create a liability that is recognized statements. PG&E Corporation and the in the financial Utility's regulatory assets and liabilities are discussed further in Note 1 in the Notes to the Consolidated Financial Statements.

The Utility also used the guidance included in SFAS No. 121 "Accounting for the Impairment Assets and for Long-Lived Assets to be of Long-Lived Disposed Of," when in 2000 it concluded assets was not probable of recovery and that $6.9 billion of regulatory wrote off its generation-related regulatory purchased power costs. See Note 3 of assets and under-collected the Notes to the Consolidated Financial PG&E NEG also applied SFAS No. 121 Statements for further discussion.

when it wrote down its investment in PG&E GTT and the PG&E Energy Services business unit.

The Utility's 2001 financial statements are presented in accordance with SOP 90-7, which is used for entities in reorganization under the bankruptcy code.

Effective 2001, PG&E Corporation and the Utility adopted SFAS No. 133, "Accounting Instruments and Hedging Activities," as for Derivative amended by SFAS No. 138, "Accounting and Hedging Activities" (collectively, SFAS for Certain Derivative Instruments No. 133), which required all financial the financial statements at market value. instruments to be recognized in See further discussion in "Quantitative Market Risk" above, and Notes 4 and and Qualitative Disclosure about 5 of the Notes to the Consolidated Financial for its energy trading activities in accordance Statements. PG&E NEG accounts with EITF 98-10 and SFAS No. 133, which trading contracts to be accounted for require certain energy at fair values using mark-to-market accounting.

methods of recognizing energy trading EITF 98-10 also allows two contracts in the income statement. The contracts are recorded at their full value "gross" method provides that the in revenues and expenses. The other method which revenues and expenses are netted is the "net" method in and only the trading margin (or when reflected in revenues. PG&E NEG used realized sometimes trading loss) is the gross method for those energy trading contracts for which they have a choice.

PG&E Corporation commodities and service revenues derived from power generation output, product delivery or satisfaction are recognized upon of specific targets. Regulated gas and services are provided based upon applicable electric revenues are recorded as tariffs and include amounts for services rendered but not yet billed.

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INDEPENDENT AUDITORS' REPORT To the Boards of Directors and Shareholders of PG&E Corporation and Pacific Gas and Electric Company We have audited the accompanying consolidated balance sheets of PG&E Corporation and subsidiaries and Pacific Gas and Electric Company (a Debtor-in-Possession) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, cash flows and common stockholders' equity of PG&E Corporation and the related statements of consolidated operations, cash flows and stockholders' equity of Pacific Gas and Electric Company (a Debtor-in-Possession) for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the management of PG&E Corporation and of Pacific Gas and Electric Company. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 2001 and 2000 consolidated financial statements present fairly, in all material respects, the consolidated financial position of PG&E Corporation and Pacific Gas and Electric Company as of December 31, 2001 and 2000, and the results of their consolidated operations and cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 of the Notes to the Consolidated Financial Statements, PG&E Corporation and Pacific Gas and Electric Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivatives and Hedging Activities," effective January 1, 2001, and interpretations issued by the Derivatives Implementation Group of the Financial Accounting Standards Board during 2001, and in 1999, PG&E Corporation changed its method of accounting for major maintenance and overhauls.

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting. As discussed in Notes 2 and 3 of the Notes to the Consolidated Financial Statements, Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, has incurred power purchase costs substantially in excess of amounts charged to customers in rates. On April 6, 2001, Pacific Gas and Electric Company sought protection from its creditors by filing a voluntary petition under provisions of Chapter 11 of the U.S. Bankruptcy Code. These matters raise substantial doubt about Pacific Gas and Electric Company's ability to continue as a going concern.

Managements' plans in regard to these matters are also described in Notes 2 and 3 of the Notes to the Consolidated Financial Statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DELOITTE & TOUCHE LLP San Francisco, California March 1, 2002 127