SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 2, 2001
Exact Name of
Commission Registrant State or other IRS Employer
File as specified Jurisdiction of Identification
Number in its charter Incorporation Number
---------- -------------- --------------- --------------
1-12609 PG&E Corporation California 94-3234914
1-2348 Pacific Gas and California 94-0742640
Electric Company
Pacific Gas and Electric Company PG&E Corporation
77 Beale Street, P.O. Box 770000 One Market, Spear Tower, Suite 2400
San Francisco, California 94177 San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
Pacific Gas and Electric Company PG&E Corporation
(415) 973-7000 (415) 267-7000
(Registrant's telephone number, including area code)
Item 9. Regulation FD Disclosure
On May 2, 2001, PG&E Corporation announced a net loss of $951
million, or a net loss of $2.62 per share, for the quarter ended March
31, 2001. PG&E Corporation noted that the loss resulted from $1.1
billion (after-tax) of unreimbursed wholesale power purchase costs at
Pacific Gas and Electric Company (Utility), its California utility
subsidiary. This amount includes amounts billed to the Utility by the
California Independent System Operator (ISO) for the ISO's real-time
energy purchases made during January and February 2001, as well as an
estimated amount of ISO charges for March 2001. As previously
reported, on April 6, 2001, the Utility filed a voluntary petition for
relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code.
On an operating basis, PG&E Corporation expects that its 2001
earnings per share from operations will range between $2.70 to $2.75 per
share, reflecting its previously stated goal of an annual growth rate of
8 percent to 10 percent. Excluded from this estimate are expenses and
charges associated with PG&E Corporation's $1 billion refinancing
completed on March 2, 2001 of approximately 15 cents per share, and
items associated with the Utility's unreimbursed wholesale power
purchase costs, including actual and estimated ISO charges for its real-
time energy purchases, the portion of the tax loss that PG&E Corporation
is unable to carry forward, and interest expense associated with
financing all the Utility's unrecovered purchased power costs.
The foregoing statements regarding 2001 earnings estimates are
forward-looking statements that are necessarily subject to various risks
and uncertainties. These statements are based on current expectations
and assumptions which management believes are reasonable and on
information currently available to management. In addition to the
uncertainties created by the Utility's bankruptcy proceeding and the
outcome of the Utility's various regulatory proceedings (including a
possible delay of the issuance of a 2001 attrition rate adjustment
decision by the California Public Utilities Commission), some of the
factors that could cause future results to differ materially from those
projected in the forward-looking statements include:
- whether and to what extent the Utility is determined to be
responsible for the ISO's charges billed to the Utility;
- the terms and conditions of the reorganization plan that is
ultimately adopted by the Bankruptcy Court and the extent to which the
Utility's bankruptcy proceedings affect the operations of PG&E
Corporation's other businesses;
- the regulatory, judicial, or legislative actions (including
ballot initiatives) that may be taken to meet future power needs in
California, mitigate the higher wholesale power prices, provide refunds
for prior power costs, or address the Utility's financial condition;
- the extent to which the Utility's undercollected wholesale power
purchase costs may be collected from customers;
- 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;
- future market prices for electricity and future fuel prices,
which in part, are influenced by future weather conditions, the
availability of hydroelectric power, and the development of competitive
markets;
- the method and timing of valuation of and future ratemaking for
the Utility's hydroelectric and other non-nuclear generation assets;
- future operating performance at the Utility's Diablo Canyon
Nuclear Power Plant (Diablo Canyon) and the future ratemaking applicable
to Diablo Canyon;
- legislative or regulatory changes, including the pace and extent
of the ongoing restructuring of the electric and natural gas industries
across the United States;
- future sales levels and economic conditions;
- the extent to which the current or planned generation, pipeline,
and storage capacity development projects of PG&E National Energy Group,
Inc. (NEG), a wholly owned subsidiary of PG&E Corporation, are completed
and the pace and cost of such completion;
- the extent and timing of generating, pipeline, and storage
capacity expansion and retirements by others;
- illiquidity in the commodity energy market and NEG's ability to
provide the credit enhancements necessary to support its trading
activities;
- NEG's ability to obtain financing for its planned development
projects and its ability to refinance NEG's and its subsidiaries'
existing indebtedness on reasonable terms;
- fluctuations in commodity gas, natural gas liquids, and electric
prices and the ability to successfully manage such price fluctuations;
- the effect of compliance with existing and future environmental
laws, regulations, and policies, the cost of which could be significant;
and
- the outcome of pending litigation.
None of the information contained in this report should be deemed to
be filed under the Securities Exchange Act of 1934 or incorporated by
reference into any filings PG&E Corporation or the Utility has made or
may make pursuant to the Securities Act of 1933 or into any other
documents unless such information is expressly identified in such filing
as being incorporated by reference therein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
PG&E CORPORATION
By: CHRISTOPHER P. JOHNS
-----------------------------
CHRISTOPHER P. JOHNS
Vice President and Controller
PACIFIC GAS AND ELECTRIC COMPANY
By: KENT M. HARVEY
-----------------------------
KENT M. HARVEY
Senior Vice President, Chief
Financial Officer, and Treasurer
Dated: May 2, 2001