UNITED
STATES
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 3, 2006
(Date
of
earliest event reported)
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Commission
File Number
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Exact
Name of Registrant
as
specified in its charter
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State
or Other Jurisdiction of Incorporation or
Organization
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IRS
Employer Identification Number
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|||
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1-12609
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PG&E
CORPORATION
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California
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94-3234914
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1-2348
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PACIFIC
GAS
AND ELECTRIC COMPANY
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California
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94-0742640
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 |
 |
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PG&E
Corporation
One
Market, Spear Tower
Suite
2400
San
Francisco, California 94105
(Address
of principal executive offices) (Zip Code)
(415)
267-7000
(Registrant's
telephone number, including area code)
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Pacific
Gas and Electric Company
77
Beale Street
P.O.
Box 770000
San
Francisco, California 94177
(Address
of principal executive offices) (Zip Code)
(415)
973-7000
(Registrant's
telephone number, including area code)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR 240.14d-2(b)
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR 240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition
The
information included in this Current Report on Form 8-K is being furnished,
not
filed, pursuant to Item 2.02 of Form 8-K.
On
May 3,
2006, PG&E Corporation issued the press release attached hereto as Exhibit
99.1 announcing its financial results and the financial results of its
subsidiary, Pacific Gas and Electric Company (Utility), for the quarter
ended
March 31, 2006. Additional supplemental information relating to PG&E
Corporation and the Utility is attached as Exhibit 99.2. Much of this
information is derived from PG&E Corporation’s and the Utility’s combined
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, to
be filed
by PG&E Corporation and the Utility with the Securities and Exchange
Commission (SEC), and should be read in conjunction with such Form 10-Q.
Exhibit
99.3 attached to this report is a list of agreements the Utility entered
into
with third parties following the Utility’s request for offers for long-term
generation resources. On April 11, 2006, the Utility filed an application
with
the California Public Utilities Commission (CPUC) seeking approval of these
agreements.
Exhibits
99.1, 99.2, and 99.3 to this report also will be posted on the “Investors”
section of PG&E Corporation’s website at
www.pge-corp.com.
PG&E
Corporation presents results and guidance on an “earnings from operations” basis
in order to provide investors with a measure that reflects the underlying
financial performance of the business and offers investors a basis on which
to
compare performance from one period to another, exclusive of items that,
in
management’s judgment, are not reflective of the normal course of operations.
The
attached exhibits contain forward-looking statements regarding management’s
guidance for PG&E Corporation’s 2006 and 2007 earnings per share from
operations, 2006
and
2007 rate base, and 2006 and 2007 earnings sensitivities.
These
statements are based on current
expectations and various
assumptions
which
management believes are reasonable,
including that the
Utility earns its authorized rate of return on equity of 11.35% on anticipated
rate base for 2006 and 2007. These
statements and assumptions are necessarily subject to various risks and
uncertainties, the realization or resolution of which are outside of
management's control. Actual results may differ materially. Factors that
could
cause actual results to differ materially include:
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·
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Unanticipated
changes in operating expenses or capital expenditures, which
may affect
the Utility’s ability to earn its authorized rate of return;
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·
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How
the Utility manages its responsibility to procure electric capacity
and
energy for its customers;
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·
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The
adequacy and price of natural gas supplies, and the ability of
the Utility
to manage and respond to the volatility of the natural gas market
for its
customers;
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·
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The
operation of the Utility’s Diablo Canyon nuclear power plant, which could
cause the Utility to incur potentially significant environmental
costs and
capital expenditures, and the extent to which the Utility is
able to
timely increase its spent nuclear fuel storage capacity at Diablo
Canyon;
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2
-
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·
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Whether
the Utility is able to recognize the anticipated cost benefits
and savings
to result from its efforts to improve customer service through
implementation of specific initiatives to streamline business
processes
and deploy new technology;
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·
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The
outcome of proceedings pending at the Federal Energy Regulatory
Commission
and the CPUC, including the Utility’s
2007 General Rate Case and the CPUC’s
pending investigation into the Utility’s billing and collection practices;
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·
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How
the CPUC administers the capital structure, stand-alone dividend,
and
first priority conditions of the CPUC’s decisions permitting the
establishment of holding companies for the California investor-owned
electric utilities, and the outcome of the CPUC's new rulemaking
proceeding concerning the relationship between the California
investor-owned energy utilities and their holding companies and
non-regulated affiliates;
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·
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The
impact of the recently adopted Energy Policy Act of 2005 and
future
legislative or regulatory actions or policies affecting the energy
industry;
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·
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Increased
municipalization and other forms of bypass in the Utility’s service
territory; and
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·
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Other
factors discussed in PG&E Corporation's SEC reports.
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Item
7.01 Regulation FD Disclosure
The
information included in Exhibits 99.2 and 99.3 is incorporated by reference
in
response to this Item 7.01, and is deemed to be furnished, not filed, pursuant
to Item 7.01 of Form 8-K.
Item
9.01 Financial Statements and Exhibits
Exhibits
The
following exhibits are being furnished, and are not deemed to be filed:
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Exhibit
99.1
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PG&E
Corporation Press Release Dated May 3, 2006
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Exhibit
99.2
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Additional
Supplemental Information
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Exhibit
99.3
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Agreements
Executed Pursuant to Request for Offers (RFO) for Long-Term Generation
Resources
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3
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SIGNATURE
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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.
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PG&E
CORPORATION
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By:
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LINDA
Y.H. CHENG
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LINDA
Y.H. CHENG
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Vice
President, Corporate Governance and Corporate Secretary
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PACIFIC
GAS AND ELECTRIC COMPANY
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By:
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LINDA
Y.H. CHENG
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LINDA
Y.H. CHENG
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Vice
President, Corporate Governance and Corporate
Secretary
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Dated: May
3,
2006