This excerpt taken from the PCG 8-K filed Feb 18, 2005.
Date of Report: February 18, 2005
PACIFIC GAS AND ELECTRIC COMPANY
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):
The information included in this Current Report on Form 8-K, including the press release attached hereto, is being furnished, not filed, pursuant to Item 2.02 of Form 8-K.
On February 18, 2005, PG&E Corporation issued the press release attached hereto announcing its financial results and the financial results of its subsidiary, Pacific Gas and Electric Company (Utility), for the year ended December 31, 2004.
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 press release contains forward-looking statements regarding estimated earnings for 2005, and the targeted level of stock repurchases and dividends in 2005 based on anticipated cash flows. 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. In addition to the risk that the assumptions described in the press release (including that the Utility earns an authorized return on equity of 11.22 percent, the timely implementation of PG&E Corporation's $1.05 billion accelerated share repurchase program, and the issuance of the second series of energy recovery bonds in late 2005) prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
On February 16, 2005, Standard & Poor's Ratings Services (S&P) announced that it had upgraded its corporate credit rating of the Utility to BBB from BBB- and reaffirmed its BBB rating on the Utility's First Mortgage Bonds. S&P stated that its upgrade follows favorable regulatory developments that it views as supportive of credit quality and strengthening legislative and regulatory protections created in response to California's 2000-2001 energy crisis. S&P stated that its rating on the First Mortgage Bonds was now on par with the Utility's corporate credit rating.
The First Mortgage Bonds, which were issued in March 2004, are secured by a lien on substantially all of the Utility's real property and certain tangible personal property related to the Utility's facilities. The indenture provides that the lien may be released when:
After the lien is released, there will be no collateral securing the First Mortgage Bonds and the bonds will become the Utility's unsecured general obligations ranking pari passu with the Utility's other unsecured debt.
The following exhibit is being furnished, and is not deemed to be filed:
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.
Dated: February 18, 2005
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits