6. Assignment of Proceeding

Michael R. Peevey is the assigned Commissioner and Jean Vieth is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. The related, outstanding matters in the captioned dockets can be concurrently resolved in a single decision by consolidating A.01-06-029 and A.06-05-033 with the previously consolidated dockets, A.06-09-016/A.06-09-021.

2. By their response to the ALJ's July 20, 2007 ruling, Carlyle/Riverstone III and Carlyle Partners IV have withdrawn their request that the Commission extend to them and their affiliates the "Section 852 Exemption Terms" appended to D.07-05-061 as Attachment 4.

3. Joint Petitioners have introduced no evidence that the factors, which caused the Commission to impose reporting requirements on Wild Goose in order to monitor its market share and ability to exercise market power, have changed in ways that militate for a relaxation of existing reporting requirements. Joint Petitioners have established that Ordering Paragraph 3(c) of D.02-07-036 and Ordering Paragraphs 6 and 7 of D.06-11-019 should be revised to eliminate duplication and inconsistency among them.

4. The revised reporting requirements adopted today are intended to capture - and therefore permit the monitoring of - transactions that do not already fall within the purview of § 852 or § 854.

5. The geographic scope of the revised reporting requirements should be limited to "Western North America" as defined to mean "in addition to California, the states of Oregon, Washington, Arizona, New Mexico, Texas, Nevada, Colorado, Wyoming and Utah, as well as the provinces of British Columbia and Alberta in Canada and the State of Baja California Norte in Mexico."

6. The types of business acquisitions captured by the revised reporting requirements should be revised to delete the phrase "facilities that use natural gas an input, such as electric generation." This phrase is overbroad to the extent it could be read to include numerous, unidentified manufacturing or processing industries.

7. The revised reporting requirements should concern controlling interests, not non-controlling, passive interests. "Control" should be assessed on a fact specific, case-by-case basis consistent with Commission precedent. Joint Petitioners' recommendation that "control" be defined as "either ownership interest of 50.1% or greater or actual effective management control" is inconsistent with Commission precedent.

8. The entities which should be required to comply with the revised reporting requirements are the following: Wild Goose, all entities Wild Goose controls either directly or indirectly, all of Wild Goose's direct or indirect parents, any entity under common control with Wild Goose by a direct or indirect parent entity (e.g. any subsidiary of any Wild Goose parent entity.)

9. Reporting under the revised reporting requirements should occur on a semi-annual basis, consistent with D.06-11-019.

10. The revised reporting requirements can mostly clearly and concisely be set forth by deleting Ordering Paragraph 3(c) of D.02-07-036 and by modifying Ordering Paragraphs 6 and 7 of D.06-11-019, as shown in Attachments 1 and 2 to today's decision.

11. Footnote 20 and Finding 17 in D.06-11-019 should be modified, as shown in Attachment 2 to today's decision, to avoid confusion in the future about the basis for the § 852 exemption approved by D.07-05-061 and to properly recognize that equity holdings, alone, may not be determinative of control.

Conclusions of Law

1. A.01-06-029 and A.06-05-033 should be consolidated for this decision with the previously consolidated dockets, A.06-09-016/A.06-09-021.

2. Because Carlyle/Riverstone III and Carlyle Partners IV have withdrawn their request for extension to them of the "Section 852 Exemption Terms" adopted by D.07-05-061, the request is moot and the Commission need not address the merits.

3. Revisions to D.02-07-036 and D.06-11-019, consistent with Attachments 1 and 2 to today's decision are reasonable and should be adopted.

4. Today's decision should be effective immediately to promote timely reporting and provide certainty to the affected parties.

ORDER

IT IS ORDERED that:

1. For purposes of this opinion, Application (A.) 01-06-029 and A.06-05-033 are consolidated with the previously consolidated A.06-09-016 and A.06-09-021.

2. Ordering Paragraph 3(c) of Decision (D.) 02-07-036 is deleted, consistent with Attachment 1 to today's opinion.

3. Footnote 20 and Finding 17 of D.06-11-019 are corrected and Ordering Paragraphs 6 and 7 of D.06-11-019 are modified, consistent with Attachment 2 to today's opinion.

4. The Petition to Modify D.02-07-036 and the Petition to Modify D.06-11-019, both filed March 2, 2007, are granted to the extent consistent with Ordering Paragraphs 1 and 2, above, and otherwise are denied.

5. The issue deferred by D.07-05-061 (i.e., whether to extend application to Carlyle/Riverstone Global Energy and Power Fund III, L.P. and Carlyle Partners IV of the "Section 852 Exemption Terms" appended to that decision as Attachment 4) is moot.

6. A.01-06-029 and A.06-05-033 are closed.

This order is effective today.

Dated October 4, 2007, at San Francisco, California.

ATTACHMENT 1

Adopted revisions to D.02-07-036 (strikeout font indicates deletions):

D.02-07-036, Ordering Paragraph 3(c):

3(c). Wild Goose shall promptly advise the California Public Utilities Commission (Commission) of the following changes in status that reflect a departure from the characteristics the Commission has relied upon in approving market-based pricing: (i) Wild Goose's own purchase of natural gas facilities, transmission facilities, or substitutes for natural gas, like liquefied natural gas facilities; (ii) an increase in the storage capacity or in the interstate or intrastate transmission capacity held by affiliates of its parent, Alberta Energy Company Ltd. (Alberta Energy, or a successor); or (iii) merger or other acquisition involving affiliates of Alberta Energy or a successor and another entity that owns gas storage or transmission facilities or facilities that use natural gas as an input, such as electric generation.

(END OF ATTACHMENT 1)

ATTACHMENT 2

Adopted revisions to D.06-11-019 (strikeout font indicates deletions; additions appear in italics):

17. The KMI investment by Carlyle/Riverstone III and Carlyle Partners IV is too small to give them or their affiliates indirect control over SFPP or CALNEV from the standpoint of equity ownership alone and we will review the entire transaction in the forthcoming § 854 application. Neither does this investment appear to have any competitive ramifications for Wild Goose, which provides no refined petroleum products or services in California.

Ordering Paragraph 6:

6. Wild Goose and its owners shall continue to be bound by all terms and conditions of Wild Goose's certificate of public convenience and necessity, as granted by Decision (D.) 97-06-091 and modified by subsequent decisions of the Commission, including D.02-07-036 and by the tariff filed with the Commission, as approved and subsequently modified by any approved amendments. Paragraph 3(c) of Decision 02-07-036 is expressly superseded by this Ordering Paragraph and Ordering Paragraph 7, below.

Ordering Paragraph 7:

7. Semi-annually, on April 30 and on October 31, Wild Goose shall semi-annually report to the Director of the Commission's Energy Division the following information about transactions which are not already subject to Sections 852 and 854 of the Public Utilities Code: (a) the identity of any affiliate that directly or indirectly has acquired or has made an investment resulting in a controlling interest or effective control, whether direct or indirect, in an entity in California or elsewhere in Western North America that produces natural gas or provides natural gas storage, transportation or distribution services, to the extent such transactions are not already captured by Decision 02-07-036, Ordering Paragraph 3(c); and (b) the identity of any affiliate that directly or indirectly has acquired or has made an investment resulting in a controlling interest or effective control, whether direct or indirect, in an entity in California or elsewhere in Western North America that generates electricity, or provides electric transmission or distribution services. Information reported pursuant to subsections (a) and (b) shall include the nature (including name and location) of the asset acquired or in which the investment was made, and the amount of the acquisition or investment. For the purposes of this Ordering Paragraph, the following definitions apply: "affiliate" means any direct or indirect parent entity of Wild Goose, any entity controlled by Wild Goose whether directly or indirectly, any entity under common control with Wild Goose by a direct or indirect parent entity (e.g. any subsidiary of any Wild Goose parent entity) and "Western North America" is defined to means, in addition to California, the states of Oregon, Washington, Arizona, New Mexico, Texas, Nevada, Colorado, Wyoming and Utah, as well as the provinces of British Columbia and Alberta in Canada and the State of Baja California Norte in Mexico.

(END OF ATTACHMENT 2)

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