UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report: November 2, 2005
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PG&E CORPORATION |
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(Exact Name of Registrant as specified in Charter) |
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California |
1-12609 |
94-3234914 |
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(State or other jurisdiction of incorporation) |
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(IRS Employer |
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One Market, Spear Tower, Suite 2400, San Francisco, CA |
94105 |
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(Address of principal executive offices) |
(Zip code) |
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415-267-7000 |
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(Registrant’s Telephone Number, Including Area Code) |
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N/A |
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(Former Name or Former Address, if Changed Since Last Report) |
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PACIFIC GAS AND ELECTRIC COMPANY |
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(Exact Name of Registrant as specified in Charter) |
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California |
1-2348 |
94-0742640 |
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(State or other jurisdiction of incorporation) |
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(IRS Employer |
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77 Beale Street, P. O. Box 770000, San Francisco, California |
94177 |
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(Address of principal executive offices) |
(Zip code) |
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(415) 973-7000 |
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(Registrant’s Telephone Number, Including Area Code) |
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N/A |
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(Former Name or Former Address, if Changed Since Last Report) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 November 2, 2005, 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 September 30, 2005. Additional supplemental information relating to PG&E Corporation’s and the Utility’s financial results is attached as Exhibit 99.2. This additional supplemental financial information also will be posted on the “Investors” section of PG&E Corporation’s website at www.pgecorp.com. Much of this information is derived from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 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 Quarterly Report on Form 10-Q.
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 PG&E Corporation’s 2005 and 2006 guidance for earnings from operations per share and planned share repurchases that are based on current expectations and assumptions which management believes are reasonable and on information currently available to management. These statements are necessarily subject to various risks and uncertainties. In addition to the risk that the assumptions on which the statements are based (including that the Utility earns its authorized rate of return on equity on a projected rate base of approximately $16.2 billion for 2006 which assumes the Utility makes certain capital expenditures, the second series of energy recovery bonds is issued in November 2005 in the approximate amount of $850 million, and that PG&E Corporation repurchases additional shares of its common stock) prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
Item 7.01 Regulation FD Disclosure
The additional supplemental information included in Exhibit 99.2 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:
Exhibit 99.1 PG&E Corporation Press Release Dated November 2, 2005
Exhibit 99.2 Additional Supplemental Financial Information
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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G. ROBERT POWELL |
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G. Robert Powell |
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PACIFIC GAS AND ELECTRIC COMPANY |
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DINYAR B. MISTRY |
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Dinyar Mistry |
Dated: November 2, 2005
EXHIBIT INDEX
No. |
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Description of Exhibit |
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99.1 |
PG&E Corporation Press Release Dated November 2, 2005 |
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99.2 |
Additional Supplemental Financial Information |