UNITED STATES | ||||
SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 | ||||
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FORM 8-K | ||||
CURRENT REPORT | ||||
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||
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Date of Report: November 28, 2005
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PG&E CORPORATION | ||||
(Exact Name of Registrant as specified in Charter) | ||||
California | 1-12609 | 94-3234914 | ||
(State or other jurisdiction of incorporation) |
| (IRS Employer | ||
One Market, Spear Tower, Suite 2400, San Francisco, CA | 94105 | |||
(Address of principal executive offices) | (Zip code) | |||
415-267-7000 | ||||
(Registrant’s Telephone Number, Including Area Code) | ||||
N/A | ||||
(Former Name or Former Address, if Changed Since Last Report) | ||||
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PACIFIC GAS AND ELECTRIC COMPANY | ||||
(Exact Name of Registrant as specified in Charter) | ||||
California | 1-2348 | 94-0742640 | ||
(State or other jurisdiction of incorporation) |
| (IRS Employer | ||
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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) | ||||
N/A | ||||
(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) |
[ ] | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 7.01 Regulation FD Disclosure
The information included in this Current Report on Form 8-K, including Exhibit 99, is being furnished, not filed, pursuant to Item 7.01 of Form 8-K.
During the week of November 28 through December 1, 2005, members of PG&E Corporation’s management will participate in meetings with various investment professionals at which the presentation attached hereto as Exhibit 99 will be used.
The attached Exhibit 99 contains forward-looking statements regarding guidance for PG&E Corporation’s 2005 and 2006 earnings from operations per share, stock repurchases, and dividends, as well as Pacific Gas and Electric Company’s (Utility) anticipated cash flows, capital expenditures, rate base and rate base growth. These statements are based on certain assumptions, including that the Utility earns its authorized rate of return on equity of 11.22 percent. These statements are necessarily subject to various risks and uncertainties the realization or resolution of which are outside of management’s control. These statements are based on current expectations and projections about future events and management’s knowledge of facts at the time the statements were made. Actual results could differ materially. Factors that could cause actual results to differ materially from those contemplated by the forward looking statements and assumptions include:
- Unanticipated changes in operating expenses or capital expenditures, which may affect the Utility’s ability to earn its authorized rate of return;
- The adequacy of natural gas supplies and the effect of increasing prices for natural gas on the Utility’s electric generation portfolio and its natural gas distribution operations, the ability of the Utility to manage and respond to increasing natural gas costs successfully and to timely recover its natural gas costs and increased electricity procurement costs;
- The operation of the Utility’s Diablo Canyon nuclear power plant, which exposes the Utility to potentially significant environmental costs and capital expenditure outlays, and the extent to which the Utility is able to timely increase its spent nuclear fuel storage capacity at Diablo Canyon by 2007;
- The outcome of proceedings pending at the California Public Utilities Commission (CPUC) and the Federal Energy Regulatory Commission (FERC);
- Whether the assumptions and forecasts underlying the Utility’s CPUC-approved long-term electricity procurement plan prove to be accurate, the terms and conditions of the generation or procurement commitments the Utility enters into in connection with its plan, the extent to which the Utility is able to recover the costs it incurs in connection with these commitments, and the extent to which a failure to perform by any of the counterparties to the Utility’s electricity purchase contracts or the California Department of Water Resources’ contracts allocated to the Utility’s customers affects the Utility’s ability to meet its obligations or to recover its costs;
- The extent to which the CPUC or the FERC delays or denies recovery of the Utility’s costs, including electricity purchase costs, from customers due to a regulatory determination that such costs were not reasonable or prudent or for other reasons, resulting in write-offs of regulatory balancing accounts;
- 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;
- The impact of the recently adopted Energy Policy Act of 2005 and future legislative or regulatory actions or policies affecting the energy industry;
- The timing and resolution of the pending appeal of the bankruptcy court’s confirmation of the Utility’s plan of reorganization;
- The outcome of the litigation pending against the Utility in California state court involving allegations of injury allegedly caused by exposure to chromium at certain of the Utility's gas compressor stations and other pending litigation;
- Increased competition and forms of bypass; and
- Other factors discussed in PG&E Corporation's and the Utility’s SEC reports.
Item 9.01 Financial Statements and Exhibits
Exhibits
The following exhibits are being furnished, and are not deemed to be filed:
Exhibit 99 PG&E Investor Meetings, November 28- December 1, 2005
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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LINDA Y.H. CHENG_______ | ||
Linda Y.H. Cheng | ||
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PACIFIC GAS AND ELECTRIC COMPANY | ||
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LINDA Y.H. CHENG________ | ||
Linda Y.H. Cheng |
Dated: November 28, 2005
EXHIBIT INDEX
No. |
| Description of Exhibit |
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99 | PG&E Investor Meetings, November 28- December 1, 2005 | |
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