FOR IMMEDIATE RELEASE

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: November 12, 2003


 


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 12. Results of Operations and Financial Condition

The information included in this Current Report on Form 8-K, including the press release attached hereto as an exhibit, is being furnished, not filed, pursuant to Item 12 of Form 8-K.

 

On November 12, 2003, PG&E Corporation issued the press release attached hereto as an exhibit announcing its financial results, and the financial results of its subsidiary, Pacific Gas and Electric Company, for the quarter ended September 30, 2003.

 

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.

 

 

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

                                                                     

/S/ CHRISTOPHER P. JOHNS

                                                                     

       Christopher P. Johns
       Senior Vice President and Controller


   
   

                                                                     

PACIFIC GAS AND ELECTRIC COMPANY

                                                                     

/S/ DINYAR B. MISTRY

                                                                     

       Dinyar B. Mistry
       Vice President and Controller

   

Dated: November 12, 2003

 

 

 

 

FOR IMMEDIATE RELEASE

November 12, 2003   

CONTACT: PG&E Corporation

PG&E CORP. REPORTS THIRD QUARTER FINANCIAL RESULTS

(San Francisco) -- PG&E Corporation (NYSE: PCG) earned $510 million, or $1.24 per share, in consolidated net income for the third quarter of 2003, compared with $466 million, or $1.19 per share, for the third quarter of 2002.

Third quarter 2003 consolidated earnings from operations for PG&E Corporation and its California utility business, Pacific Gas and Electric Company, were $174 million, or $0.42 per share, compared with $241 million, or $0.61 per share for the third quarter last year.

"PG&E Corporation delivered earnings from operations on target for the quarter," said Robert D. Glynn, Jr., PG&E Corporation Chairman of the Board, CEO and President. "We continue to see a clear path to stability and increasing financial performance through approval and implementation of the proposed settlement agreement to allow Pacific Gas and Electric Company to exit Chapter 11 by the end of the first quarter of 2004. We believe the company is on track and on schedule to achieve that objective."

PG&E Corporation's consolidated earnings from operations do not include results from National Energy & Gas Transmission, Inc. (NEGT, previously PG&E National Energy Group, Inc.). Also excluded from earnings from operations are headroom at Pacific Gas and Electric Company, as well as certain non-operating income and expenses that are listed as "Items Impacting Comparability" on the attached supplemental financial table, which reconciles earnings from operations with reported earnings under GAAP.

Income from headroom (the difference between Pacific Gas and Electric Company's generation-related costs and generation-related revenues) was $495 million, or $1.19 per share, for the quarter compared with $376 million, or $0.95 per share, in the third quarter of 2002. Total headroom through the third quarter of 2003 was a positive $635 million, or $1.55 per share.

Items impacting comparability at the Corporation and Pacific Gas and Electric Company included incremental interest costs of $130 million, or $0.30 per share, as well as Chapter 11 costs and costs related to the California energy crisis of $24 million, or $0.06 per share, generally consisting of external legal fees, financial advisory fees and other related costs.

The Corporation's quarterly report on Form 10-Q will disclose the earnings impact of accounting for stock options if the company were to record them as an expense. For the third quarter of 2003, accounting for stock options as an expense would have reduced earnings by $0.02 per share.

PACIFIC GAS AND ELECTRIC COMPANY

Pacific Gas and Electric Company contributed $174 million, or $0.42 per share, to earnings from operations for the quarter, compared with $232 million, or $0.59 per share, for the same quarter last year.

As expected, the difference between Pacific Gas and Electric Company's third quarter 2003 and third quarter 2002 operating earnings per share largely reflected the continued absence of a revenue increase through the 2003 General Rate Case (GRC) pending at the California Public Utilities Commission (CPUC). The additional revenues are necessary to offset additional expenses for rate base growth, inflation, benefits and other costs. Other items accounting for the quarter-over-quarter difference were lower gas transmission revenues in 2003, as increased hydroelectric production reduced the demand for some gas-fired generation, and an increase in 2003 in the average number of common shares outstanding.

PROPOSED 2003 GRC SETTLEMENT AGREEMENT

In September, the utility, together with the CPUC's Office of Ratepayer Advocates and various consumer groups, reached a proposed settlement agreement to resolve the 2003 GRC. Under the settlement, the utility would receive an increase in revenues of $236 million for electric distribution, $52 million for gas distribution, and $38 million for electric generation. The revenue increases will be effective for the full year 2003. The agreement would also provide for timely and predictable revenue increases in 2004, 2005 and 2006, to cover higher expenses for rate base growth and inflation. A final 2003 GRC decision is expected early next year, and if received in time, will be booked fully in the utility's fourth quarter 2003 results.

PROPOSED CHAPTER 11 SETTLEMENT AGREEMENT

During the third quarter, the proposed settlement agreement to resolve Pacific Gas and Electric Company's Chapter 11 case continued through the approval processes in the federal bankruptcy court and at the CPUC.

A new plan of reorganization based on the terms of the proposed settlement agreement received nearly unanimous support in a vote by creditors, with 97 percent of voting creditors and all voting creditor classes electing to approve the plan. Confirmation hearings on the plan began this week in the bankruptcy court and are scheduled to conclude within several weeks.

The CPUC's public hearings on the proposed settlement agreement were concluded on schedule in late September. A proposed decision from the administrative law judge is expected in November, and a final decision by the CPUC is expected in December.

NATIONAL ENERGY AND GAS TRANSMISSION

On July 8, 2003, National Energy & Gas Transmission (NEGT), then named PG&E National Energy Group, Inc., and certain of its subsidiaries filed for Chapter 11. PG&E Corporation no longer has representatives on NEGT's Board of Directors and no longer retains significant influence over the ongoing operations of NEGT. PG&E Corporation's equity interest in NEGT is expected to be eliminated when the bankruptcy court approves a plan of reorganization for NEGT.

As appropriate under accounting rules, as of July 8, 2003, PG&E Corporation is no longer including NEGT in the Corporation's consolidated results and has begun using the cost method of accounting to reflect its ownership interest in NEGT.

PG&E Corporation's consolidated net income for the third quarter includes financial results for NEGT only for the period July 1 through July 7, 2003.

GUIDANCE FOR 2003 AND 2004 EARNINGS FROM OPERATIONS

Reaffirming its previously issued earnings guidance, the Corporation expects 2003 earnings from operations for PG&E Corporation and Pacific Gas and Electric Company to be in the range of $1.90-$2.00 per share, not including headroom. For 2004, earnings from operations are expected to be in the range of $2.00-$2.10 per share.

Guidance estimates reflect forecasted consolidated results for PG&E Corporation and Pacific Gas and Electric Company; guidance does not include NEGT. Among the assumptions on which current guidance for 2003 is based is the expectation that the CPUC issues a decision in the utility's 2003 GRC in time to be included in the company's fourth quarter financial results, and that the outcome is consistent with the proposed GRC settlement agreement. In addition, guidance for 2004 is based on a number of assumptions, including the assumption that the proposed settlement agreement to resolve the utility's Chapter 11 case is approved and the contemplated plan of reorganization is implemented in a timely manner.

PG&E Corporation bases guidance on "earnings from operations" in order to provide a measure that allows investors to compare the underlying financial performance of the business from one period to another, exclusive of items that management believes do not reflect the normal course of operations. Earnings from operations are not a substitute or alternative for total net income presented in accordance with generally accepted accounting principles.

The estimated range for 2003 earnings on a GAAP or "reported" basis for PG&E Corporation and Pacific Gas and Electric Company is $1.26-$2.18 per share. For 2004, the estimated range for reported earnings for PG&E Corporation and Pacific Gas and Electric Company is $1.78-$1.93 per share. The attachment to this news release reconciles estimated earnings from operations with estimated total net income.

###

A conference call with the financial community will be held today at 2:30 PM Eastern Standard Time to discuss PG&E Corporations results for the quarter. The call will be open to the public on a listen-only basis via webcast. Please visit our website www.pgecorp.com for more information and instructions for accessing the webcast. A replay of the conference call will be available toll-free by calling (877) 470-0867, and also will be available on our website. International callers will be able to access the replay by dialing (402) 220-0642.

This press release and the attachment contain forward-looking statements regarding estimated earnings for 2003 and 2004, and the outcome of the Utility's Chapter 11 proceeding. These statements are based on current expectations and assumptions which management believes are reasonable and on information currently available to management but are necessarily subject to various risks and uncertainties. Actual results could differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause future results to differ materially include:

 

###

 

PG&E CORPORATION

CONDENSED STATEMENT OF CONSOLIDATED INCOME

(Unaudited)

         

Three months ended
September 30,

 

Nine months ended
September 30,

(in millions, except per share amounts)

 

2003

 

2002

 

2003

 

2002

Operating Revenues

                       
 

Electric

 

$

2,524 

 

$

2,483 

 

$

5,823 

 

$

6,454 

 

Natural gas

   

579 

   

464 

   

2,074 

   

1,654 

     

Total Operating Revenues

   

3,103 

   

2,947 

   

7,897 

   

8,108 

Operating Expenses

Cost of electricity

679 

550 

1,725 

874 

 

Cost of natural gas

   

233 

   

108 

   

1,010 

   

586 

 

Operating expenses including depreciation

   

1,002 

   

1,179 

   

3,020 

   

3,161 

 

Reorganization items

   

16 

   

41 

   

116 

   

75 

     

Total Operating Expenses

   

1,930 

   

1,878 

   

5,871 

   

4,696 

Operating Income

 

1,173 

   

1,069 

   

2,026 

   

3,412 

 

Interest expense, net and other

 

(332)

   

(291)

   

(818)

   

(852)

Income Before Income Taxes

 

841 

   

778 

   

1,208 

   

2,560 

 

Income tax provision

 

333 

   

299 

   

454 

   

1,028 

Income from Continuing Operations

 

508 

   

479 

   

754 

   

1,532 

Discontinued Operations of NEGT, Inc. (a)

(13)

(365)

(156)

Net Income Before Cumulative Effect of
   Changes in Accounting Principles

 

510 

   

466 

   

389 

   

1,376 

 

Cumulative effect of changes in accounting principles

 

   

   

(6)

   

(61)

Net Income

$

510 

 

$

466 

 

$

383 

 

$

1,315 

Weighted Average Common Shares
   Outstanding, Diluted

 

416 

   

395 

   

410 

   

378 

Earnings Per Common Share, Basic

$

1.32 

 

$

1.25 

 

$

1.00 

 

$

3.57 

Earnings Per Common Share, Diluted

$

1.24 

 

$

1.19 

 

$

0.96 

 

$

3.49 

 


Earnings

Earnings per Share
(Diluted)

         

Three months ended
September 30,

 

Three months ended
September 30,

   

2003

 

2002

 

2003

 

2002

Pacific Gas and Electric Company and Holding Company

                       
 

Pacific Gas and Electric Company

 

$

174 

 

$

232 

 

$

0.42 

 

$

0.59 

 

Holding Company

   

   

   

   

0.02 

   

Earnings from Operations

 

174 

   

241 

   

0.42 

   

0.61 

Headroom

495 

376 

1.19 

0.95 

Items Impacting Comparability (b)

(154)

(133)

(0.36)

(0.32)

   

Reported Earnings

 

515 

   

484 

   

1.25 

   

1.24 

NEGT, Inc. (a)

 

(5)

   

(18)

   

(0.01)

   

(0.05)

PG&E Corporation Reported Earnings

$

510 

 

$

466 

 

$

1.24 

 

$

1.19 

 


Earnings

Earnings per Share
(Diluted)

         

Nine months ended
September 30,

 

Nine months ended
September 30,

   

2003

 

2002

 

2003

 

2002

Pacific Gas and Electric Company and Holding Company

                       
 

Pacific Gas and Electric Company

 

$

475 

 

$

593 

 

$

1.16 

 

$

1.57 

 

Holding Company

   

(2) 

   

38 

   

(0.01)

   

0.10 

Earnings from Operations

473 

631 

1.15 

1.67 

Headroom

635 

918 

1.55 

2.43 

Items Impacting Comparability (b)

(356)

(12)

(0.84)

(0.03)

   

Reported Earnings

 

752 

   

1,537 

   

1.86 

   

4.07 

NEGT, Inc. (a)

 

(369)

   

(222)

   

(0.90)

   

(0.58)

PG&E Corporation Reported Earnings

$

383 

 

$

1,315 

 

$

0.96 

 

$

3.49 


(a)

On July 8, 2003, PG&E National Energy Group, Inc (PG&E NEG) and certain of its subsidiaries filed voluntary petitions for relief under the provisions of Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division.

On October 3, 2003, the U.S. Bankruptcy Court for the District of Maryland authorized PG&E NEG to change its company name to National Energy and Gas Transmission, Inc. (NEGT, Inc.).

As a result of NEGT, Inc.'s Chapter 11 filing and the resignation of PG&E Corporation's representatives who previously served on the NEGT, Inc. Board of Directors, PG&E Corporation no longer retains significant influence over the ongoing operations of NEGT, Inc. PG&E Corporation anticipates that the Bankruptcy Court will approve NEGT, Inc.'s proposed plan of reorganization, or a plan with similar equity loss provisions for PG&E Corporation. Therefore, as of July 8, 2003, PG&E Corporation has deconsolidated the operations of NEGT, Inc. and has reflected its ownership interest in NEGT, Inc. utilizing the cost method of accounting. The accompanying PG&E Corporation Condensed Statement of Consolidated Income includes the consolidated results of NEGT, Inc. through July 7, 2003. In accordance with the cost method, PG&E Corporation no longer recognizes its equity share of the income or losses of NEGT, Inc.

As a result of NEGT, Inc.'s Chapter 11 filing on July 8, 2003 and the proposed loss of equity ownership provided for in NEGT, Inc.'s plan of reorganization, PG&E Corporation considers its investment in NEGT, Inc. to be an abandoned asset and has accounted for NEGT, Inc. as a discontinued operation for all prior periods presented in accordance with Financial Accounting Standards Board, Statement of Financial Accounting Standards (SFAS), "Accounting for Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).

(b)

Items impacting comparability for the quarter ended September 30, 2003 include the net effect of incremental interest costs of $130 million ($0.30 per share) from the increased amount and cost of debt resulting from California's energy crisis and the Utility's Chapter 11 filing; increased costs of $24 million ($0.06 per share) related to the Utility's and NEGT, Inc.'s Chapter 11 filings and generally consisting of external legal consulting fees, financial advisory fees, and other related costs.

 

Items impacting comparability for the quarter ended September 30, 2002 include the net effect of incremental interest costs of $75 million ($0.18 per share) from the increased amount and cost of debt resulting from California's energy crisis and the Utility's Chapter 11 filing; the write-off of $68 million ($0.17 per share) of previously capitalized debt costs and discounts associated with PG&E Corporation's prepayment of its Tranche A loan and changes in the terms of its Tranche B loan in conjunction with its loan waiver extension; increased costs of $32 million ($0.08 per share) related to the Utility's Chapter 11 filing and generally consisting of external legal consulting fees, financial advisory fees, and other related costs. Offsetting these decreases was a change in the mark-to-market value of NEGT, Inc. warrants of $42 million ($0.11 per share).

 

Items impacting comparability for the year-to-date period ended September 30, 2003 include the net effect of incremental interest costs of $275 million ($0.64 per share) from the increased amount and cost of debt resulting from California's energy crisis and the Utility's Chapter 11 filing; increased costs of $75 million ($0.18 per share) related to the Utility's and NEGT, Inc.'s Chapter 11 filings and generally consisting of external legal consulting fees, financial advisory fees, and other related costs; and $6 million ($0.02 per share) of other costs associated with the prior year impacts of recent regulatory rulings.

 

Items impacting comparability for the year-to-date period ended September 30, 2002 include the net effect of incremental interest costs of $263 million ($0.69 per share) from the increased amount and cost of debt resulting from California's energy crisis and the Utility's Chapter 11 filing; the write-off of $68 million ($0.18 per share) of previously capitalized debt costs and discounts associated with PG&E Corporation's prepayment of its Tranche A loan and changes in the terms of its Tranche B loan in conjunction with its loan waiver extension; increased costs of $64 million ($0.17 per share) related to the Utility's Chapter 11 filing and generally consisting of external legal consulting fees, financial advisory fees, and other related costs; and $11 million ($0.03 per share) of other costs related to California's energy crisis. Offsetting these decreases were the Utility's net reversal of wholesale energy charges of $352 million ($0.93 per share) and the change in the mark-to-market value of NEGT, Inc. warrants of $42 million ($0.11 per share).

 

To enable accurate comparison to current period, certain previously disclosed items impacting comparability have been reclassed to the related operating entity in the prior period.

 

Reconciliation of Guidance for Earnings from Operations

   

Year Ended December 31, 2003

Earnings from Operations EPS Guidance (1)

$

1.90 

$

2.00 

Estimated Headroom

0.50 

1.20 

Estimated Items Impacting Comparability

   Incremental interest expense

(0.70)

(0.65)

   Utility Chapter 11 related expenses

(0.25)

(0.20)

   NEGT, Inc. Chapter 11 related expenses

(0.04)

(0.02)

   Penalties paid to retire holding company loan

(0.13)

(0.13)

   All other items impacting comparability reported YTD

(0.02)

(0.02)

Reported EPS Guidance (1)

$

1.26 

$

2.18 

   

Year Ended December 31, 2004

Earnings from Operations EPS Guidance (1)

$

 

2.00 

 

$

2.10 

Estimated Items Impacting Comparability

         

   Incremental interest expense (2)

(0.12)

(0.10)

   Utility Chapter 11 related expenses (2)

 

(0.05)

   

(0.04)

   NEGT, Inc. Chapter 11 related expenses

 

(0.05)

   

(0.03)

Reported EPS Guidance (1)

$

 

1.78 

 

$

1.93 

(1) Excludes the results of NEGT, Inc.

(2) Assuming the effective date of plan of reorganization (Settlement Plan), as discussed in the proposed CPUC
   settlement agreement, occurs on or before March 31, 2004.


This reconciliation does not include the potential one-time impacts of the consummation of the plans of reorganization for either the Utility or NEGT, because the applicable accounting requirements for income recognition have not yet been met. The Utility anticipates that if its plan of reorganization and settlement agreement with the CPUC is confirmed and consummated that it will recognize and record a new regulatory asset of approximately $3.7 billion, pre-tax, and a utility retained generation asset of approximately $1.3 billion, pre-tax. If the NEGT's plan of reorganization is confirmed and consummated as currently proposed, PG&E Corporation would reverse its negative investment in NEGT of approximately $1.2 billion, pre-tax. See the combined Form 10-Q of PG&E Corporation and the Utility for the quarter ended September 30, 2003, for further information.

 

 

 

3 months ended

 

Year to Date

Electric Sales (in millions kWh)

September 30, 2003

September 30, 2002

September 30, 2003

September 30, 2002

 

 

 

 

 

 

 

   Residential

8,331   

 

7,683   

 

21,947   

 

20,959   

   Commercial

8,886   

 

8,624   

 

23,703   

 

23,729   

   Industrial

3,964   

 

3,930   

 

10,908   

 

11,196   

   Agricultural

1,598   

 

1,633   

 

3,055   

 

3,287   

   Public street and highway lighting

180   

 

180   

 

477   

 

487   

   Other electric utilities

11   

 

2   

 

72   

 

3   

Sales from Energy Deliveries

22,970   

 

22,052   

 

60,162   

 

59,660   

 

 

 

 

 

 

 

 

Total Electric Customers

-   

 

-   

 

4,845,975   

 

4,792,478   

 

 

 

 

 

 

 

 

Bundled Gas Sales (in MMDTh) (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

   Residential

25   

 

27   

 

149   

 

158   

   Commercial

15   

 

16   

61   

 

62   

   Industrial

-   

 

-   

 

-   

 

-   

Total Bundled Gas Sales

40   

 

43   

 

210   

 

220   

 

 

 

 

 

 

 

 

Total Transportation Only (1)

162   

177   

 

399   

419   

 

 

 

 

 

 

 

 

Total Gas Sales

202   

 

220   

 

609   

 

639   

 

 

 

 

 

 

 

 

Total Gas Customers (2)

-   

 

-   

 

4,017,618   

 

3,965,964   

 

 

 

 

 

 

 

 

Sources of Electric Energy (in millions kWh)

 

 

 

 

 

 

 

Utility Generation

 

 

 

 

 

 

 

   Nuclear

4,867   

 

4,705   

 

12,496   

 

13,100   

   Hydro (net)

2,623   

 

2,453   

 

8,579   

 

7,136   

   Fossil

78   

 

126   

 

274   

 

519   

     Total Utility Generation

7,568   

 

7,284   

 

21,349   

 

20,755   

 

 

 

 

 

 

 

 

Purchased Power

 

 

 

 

 

 

 

   Qualifying Facilities

5,250   

 

5,839   

 

14,264   

 

16,210   

   Irrigation Districts

1,254   

 

943   

 

3,848   

 

2,952   

   Other purchased power

2,611   

 

967   

 

5,578   

 

2,959   

     Total Purchased Power

9,115   

 

7,749   

 

23,690   

 

22,121   

 

 

 

 

 

 

 

 

Delivery from DWR (1)

6,451   

 

8,207   

 

17,939   

 

15,949   

 

 

 

 

 

 

 

Delivery to Direct Access Customers

2,362   

 

2,128   

 

6,765   

 

5,933   

 

 

 

 

 

 

 

 

Other (includes energy loss) (1)

(2,526)  

 

(3,316)  

 

(9,581)  

 

(5,098)  

 

 

 

 

 

 

 

 

Total Electric Energy Delivered

22,970   

 

22,052   

 

60,162   

 

59,660   

 

 

 

 

 

 

 

Diablo Canyon Performance

 

 

 

 

 

 

  Overall capacity factors (including refuelings)

101%

 

98%

 

88%

 

92%

  Refueling outage period

-   

 

-   

 

2/3-3/26   

 

4/28-5/28   

  Refueling outage duration (days)

-   

 

-   

 

51.2   

 

30.3   

 

 

 

 

 

 

 

 

(1) Certain volumes for the prior year have been reclassified to conform with the current year's presentation.

(2) Customers reported as number of active account. In prior year's report, customers were calculated as 12-month average billing count.