3-31-04 8-k

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: March 31, 2004
    

     


Commission
File
Number

Exact Name of
Registrant
as specified in
its charter


State or other
Jurisdiction of
Incorporation


IRS Employer
  Identification
Number

_____________

_____________

_____________

_____________

1-12609

1-2348

PG&E Corporation

Pacific Gas and
Electric Company

California

California

94-3234914

94-0742640

     

Pacific Gas and Electric Company
77 Beale Street, P. O. Box 770000
San Francisco, California  94177

PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, California  94105

     

(Address of principal executive offices) (Zip Code)

     

Pacific Gas and Electric Company
(415) 973-7000

PG&E Corporation
(415) 267-7000

     

(Registrant's telephone number, including area code)



Item 5.  Other Events and Regulation FD Disclosure

          As previously disclosed, two commissioners of the California Public Utilities Commission (CPUC) filed an appeal in the U.S. District Court for the Northern District of California (District Court) from the order issued by the U.S. Bankruptcy Court for the Northern District of California (Bankruptcy Court) on December 22, 2003 confirming Pacific Gas and Electric Company’s (Utility) plan of reorganization (Plan).  The Plan incorporates the provisions of the settlement agreement entered into among the Utility, PG&E Corporation, and the CPUC on December 19, 2003 (Settlement Agreement) to resolve the Utility’s Chapter 11 case.  The Bankruptcy Court’s confirmation order determined that the Settlement Agreement, the material terms of which are included within the confirmation order, was consistent with state law and is enforceable under federal law.  The City of Palo Alto’s appeal also is pending in the District Court.  As previously reported, on January 5, 2004, the Bankruptcy Court denied these appellants’ request for a stay of the confirmation order pending their appeal.  On March 19, 2004 the dissenting commissioners’ pending appeal was transferred to District Court Judge Vaughn Walker.

          On March 30, 2004, the dissenting commissioners filed a motion in the District Court seeking to stay the implementation of the Bankruptcy Court’s confirmation order until their appeal can be resolved.   The hearing on the motion is set for June 3, 2004, although the dissenting commissioners have also requested the District Court to hear their motion on an expedited basis, as soon as April 8, 2004. 

          PG&E Corporation and the Utility believe the motion should be denied because it is untimely,  without merit, and the dissenting commissioners lack standing to appeal the confirmation order.  PG&E Corporation and the Utility believe  the District Court, like the Bankruptcy Court, should refuse to stay the confirmation order.

Item 9.

Regulation FD Disclosure

          The information included in this Current Report on Form 8-K, including portions of the Utility’s monthly operating report for the month ended February 29, 2004 filed with the Bankruptcy Court attached hereto, is being furnished, not filed, pursuant to Item 9 of Form 8-K.

                On March 30, 2004, the Utility filed its monthly operating report for the month ended February 29, 2004 with the Bankruptcy Court, as required by Section 704(8) of the U.S. Bankruptcy Code and Rule 2015 of the Federal Rules of Bankruptcy Procedure and prepared in accordance with U.S. Trustee Guidelines Region 17. The Utility’s monthly operating report includes an unaudited income statement for the month and an unaudited balance sheet dated as of the end of the month. These unaudited financial statements are attached to this report.  Although not included in this report, the monthly operating report filed with the Bankruptcy Court also includes a statement of receipts and disbursements, as well as other information.  The preliminary financial statements were prepared using certain assumptions and estimates that are subject to revision.  Any adjustments for these estimates (based upon changes in facts and circumstances, further analysis, and other factors) will be reflected in the financial statements in the period during which such adjustments are made. These adjustments could have a material impact on reported results in the future.

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

                                                                     

        LINDA Y.H. CHENG

                                                                     

       Linda Y.H. Cheng
       Corporate Secretary

                                                                     

PACIFIC GAS AND ELECTRIC COMPANY

                                                                     

         DINYAR B. MISTRY

                                                                     

       Dinyar B. Mistry
       Vice President and Controller

Dated:  March 31, 2004

PACIFIC GAS AND ELECTRIC COMPANY

U.S. TRUSTEE BALANCE SHEET

AS OF FEBRUARY 29, 2004

(in millions, except share amounts)

     

     

February, 2004

ASSETS

Current Assets

     

Cash and cash equivalents

  $               3,571

     

Accounts receivable:

    

    

Customers (net of allowance for doubtful accounts of $74 million)

                  2,446

Related parties

                      32

Regulatory balancing accounts

                     242

Inventories:

Gas stored underground and fuel oil

                      84

Materials and supplies

                     130

Income taxes receivable

                       -  

Prepaid expenses and other

                      57

Assets from price risk management

                        9

Total current assets

6,571

Property, Plant, and Equipment

Electric

                20,578

Gas

                  8,370

Construction work in progress

                     405

Total property, plant, and equipment (at original cost)

                29,353

Accumulated depreciation and decommissioning

              (11,229)

Net property, plant, and equipment

                18,124

Other Noncurrent Assets

Regulatory assets

                  1,963

Nuclear decommissioning trust funds

                  1,528

Other

                   1,515

Total other noncurrent assets

                  5,006

TOTAL ASSETS

  $             29,701

LIABILITIES AND EQUITY

Liabilities

Accounts payable

  

Trade creditors

                     539

Related parties

                      220

Regulatory Balancing Accounts

                     363

Other

                     275

   Accrued taxes

                     130

Rate reduction bonds

                  1,081

QUID's

                       -  

Deferred income taxes

                  1,344

Deferred tax credits

                     126

Asset retirement obligations

                  1,232

Pre-petition secured debt

                  2,789

Pre-petition liabilities

                  3,954

Pre-petition financing debt

                  5,673

Preferred Stock With Mandatory Redemption Provisions

                     137

Other liabilities

                  6,255

Total liabilities

                24,118

    

Preferred Stock With Mandatory Redemption Provisions

                        -  

    

Stockholders' Equity

Preferred stock without mandatory redemption provisions

Nonredeemable--5% to 6%, outstanding 5,784,825 shares

                     145

Redeemable--4.36% to 7.04%, outstanding 5,973,456 shares

                     149

Common stock, $5 par value, authorized 800,000,000 shares;

issued 321,314,760 shares

                  1,606

Additional paid in capital

                  1,964

Reinvested earnings

                  1,725

Accumulated other comprehensive loss

                       (6)

Total stockholders' equity

                  5,583

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $             29,701


PACIFIC GAS AND ELECTRIC COMPANY

U.S. TRUSTEE BALANCE SHEET

AS OF FEBRUARY 29, 2004

     

     

Notes

 

     

1

These unaudited financial statements are prepared for the U.S. Trustee and differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (statements of cash flows, stockholders equity, and other comprehensive income), relevant footnotes and certain reclassifications.

     

2

These unaudited financial statements were prepared using certain assumptions and estimates.  These assumptions and estimates are subject to revision.  Further, the amounts shown in this statement, when reported on a quarterly basis, may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.

     

3

Cash and cash equivalents have been reduced for uncleared checks.  On the balance sheet included with the Utility's Annual Report, Form 10-K and 10-Q, uncleared checks are treated as an accounts payable liability.


PACIFIC GAS AND ELECTRIC COMPANY

U.S. TRUSTEE INCOME STATEMENT

FOR THE MONTH ENDED FEBRUARY 29, 2004

AND THE THIRTY-FIVE MONTHS ENDED FEBRUARY 29, 2004

(in millions)

  Case to date

  Month

  thirty-five months

  ended

  ended

February 29, 2004

February 29, 2004

OPERATING REVENUES

  $                    950

  $               30,700

OPERATING EXPENSES:

Cost of Electric Energy

                       154

                    4,655

Cost of Gas

                       245

                    3,865

Operating and Maintenance

                       349

                    8,434

Depreciation, Decommissioning, and Amortization

                       104

                    3,308

Total Operating Expenses

                       852

 

                  20,262

OPERATING INCOME (LOSS)

                         98

 

                  10,438

Interest Income (Expense)

                        (57)

                   (2,606)

Professional Fees

                          (2) 

                       (85)

Other Income and (Expense)

(1)  

                          6

PRE-TAX INCOME (LOSS)

                         38

 

                    7,753

Income Taxes

                         14

                    2,951

EARNINGS (LOSS)

                          24

                    4,802

Preferred Dividend Requirement

                           1

                        65

Cumulative Effect of Change in Accounting Principle

                           -

                          1

EARNINGS (LOSS) AVAILABLE FOR (ALLOCATED TO) COMMON STOCK

  $                      23

 

  $                 4,736


PACIFIC GAS AND ELECTRIC COMPANY

U.S.  TRUSTEE INCOME STATEMENT

FOR THE MONTH ENDED FEBRUARY 29, 2004

AND THE THIRTY-FIVE MONTHS ENDED FEBRUARY 29, 2004

    

    

Notes

 

    

1

     

These unaudited financial statements are prepared for the U.S. Trustee and differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (statements of cash flows, stockholders equity, and other comprehensive income), relevant footnotes and certain reclassifications.

    

2

These unaudited financial statements were prepared using certain assumptions and estimates.  These assumptions and estimates are subject to revision.  Further, the amounts shown in this statement, when reported on a quarterly basis, may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.

    

The results for the month of February 2004 are not indicative of future earnings.  Future earnings could differ materially.

    

3

These unaudited financial statements were prepared using certain assumptions and estimates, including the estimated amount payable to the California Department of Water Resources (DWR).  The estimated amount recorded is subject to revision and actual results could differ materially.  Revenues collected on behalf of the DWR and the related costs are not reflected in these unaudited financial statements as Pacific Gas and Electric Company is a collection agent for the DWR.

    

4

Case to date results reflect the entire thirty-five month period ended February 29, 2004.  The bankruptcy petition date is April 6, 2001.