-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SnKK0Bil9jI5/eMiXvemlwAttKk+hS8fEAvn7k8DvvaBRe/nRzqYklLfEpejxNpv cNlaeFuYif9o4ZbNdcomKQ== 0000075488-99-000003.txt : 19990122 0000075488-99-000003.hdr.sgml : 19990122 ACCESSION NUMBER: 0000075488-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990120 ITEM INFORMATION: FILED AS OF DATE: 19990121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000075488 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 940742640 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02348 FILM NUMBER: 99509454 BUSINESS ADDRESS: STREET 1: 77 BEALE ST STREET 2: P O BOX 770000 MAIL CODE B7C CITY: SAN FRANCISCO STATE: CA ZIP: 94177 BUSINESS PHONE: 4159737000 MAIL ADDRESS: STREET 1: 77 BEALE STREET STREET 2: P O BOX 770000 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 8-K 1 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: January 20, 1999 Exact Name of Commission Registrant State or other IRS Employer File as specified Jurisdiction of Identification Number in its charter Incorporation Number - --------------- ---------------- ----------------- --------------- 1-12609 PG&E Corporation California 94-3234914 1-2348 Pacific Gas and California 94-0742640 Electric Company Pacific Gas and Electric Company PG&E Corporation 77 Beale Street, P.O. Box 770000 One Market, Spear Tower, Suite 2400 San Francisco, California 94177 San Francisco, California 94105 (Address of principal executive offices) (Zip Code) Pacific Gas and Electric Company PG&E Corporation (415) 973-7000 (415) 267-7000 (Registrant's telephone number, including area code) Item 5. Other Events A. 1998 Consolidated Earnings (unaudited) Attached hereto as an appendix is a copy of the unaudited Condensed Statement of Consolidated Income for PG&E Corporation for the three months and years ended December 31, 1998 and 1997. PG&E Corporation reported earnings per common share of $1.88 for the year ended December 31, 1998, as compared to $1.75 per share for the year ended December 31, 1997. B. 1999 Outlook On January 20, 1999, in commenting upon the 1999 earnings per share estimates of financial analysts ranging from $2.00 to $2.30 per share, PG&E Corporation announced that it is currently focused on achieving earnings per share for 1999 in the middle of the range of these estimates. The most significant factor influencing the 1999 corporate earnings results will be the outcome of Pacific Gas and Electric Company's General Rate Case (GRC) proceeding now pending before the California Public Utilities Commission. The GRC application requests an increase in base revenues to reflect increasing levels of gas and electric demand as well as customer growth in Pacific Gas and Electric Company's service territory, the cost of continued and enhanced maintenance activities, and increased capital expenditures. Actual earnings results could be materially different from the goal stated above depending on the outcome of the GRC. In addition, several existing factors will have a negative effect on 1999 earnings per share as compared to 1999, including: decrease in returns on generation assets as a result of the continuing divestiture of generation assets and the accelerated depreciation of the Diablo Canyon Nuclear Power Plant, and the two planned 1999 refueling outages for Diablo Canyon (as compared to a single refueling outage in 1998) resulting in lost revenues from Diablo Canyon operations. Countering the negative factors are planned share repurchases (see item C below), anticipated growth in PG&E Corporation's non-utility operations, and lower effective tax rates (as more of PG&E Corporation's revenue is derived from operations outside of California in states with lower state tax rates). The foregoing statements regarding PG&E Corporation's 1999 earnings per share goal and the factors expected to affect 1999 earnings are forward looking statements that are necessarily subject to various risks and uncertainties. These statements are based on the beliefs and assumptions of management and on information currently available to management. Factors that could cause future results to differ materially from those expressed in or implied by the forward- looking statements include the impact or outcome of: - -- the pace and extent of the ongoing restructuring of the electric and gas industries across the United States; - -- the regulatory proceedings and operational changes related to that restructuring; - -- any changes in the amount Pacific Gas and Electric Company (PG&E) is allowed to collect (recover) from its customers for certain costs which prove to be uneconomic under the new competitive market (called transition costs) in accordance with PG&E's plan for recovering those costs; - -- the successful integration and performance of PG&E Corporation's recently acquired assets; - -- PG&E Corporation's ability to successfully compete outside PG&E's traditional regulated markets; - -- internal and external Year 2000 software and hardware issues; - -- the outcome of ongoing regulatory proceedings, including: PG&E's cost of capital proceeding; PG&E's 1999 GRC; and PG&E's transmission rate case applications; - -- the development of competition in the California generation market; and - -- fluctuations in commodity gas and electric and ancillary service prices and PG&E Corporation and PG&E's ability to successfully hedge against such price risk fluctuations. Although the ultimate impacts of the above factors are uncertain, these and other factors may cause future earnings to differ materially from results or outcomes currently sought or expected by PG&E Corporation. C. Share Repurchase Program On January 20, 1999, PG&E Corporation announced that it intends to repurchase shares through 1999 using all or a major portion of the approximately $570 million authorization remaining from the stock repurchase program previously authorized by the Board of Directors on December 17, 1997. Such repurchases may be effected from time to time through brokers and dealers on the New York Stock Exchange and/or the Pacific Exchange or in one or more privately negotiated transactions which may include accelerated share repurchases. 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 and PACIFIC GAS AND ELECTRIC COMPANY CHRISTOPHER P. JOHNS By ________________________________ CHRISTOPHER P. JOHNS Vice President and Controller (PG&E Corporation) Vice President and Controller (Pacific Gas and Electric Company) Dated: January 21, 1999 APPENDIX PG&E CORPORATION CONDENSED STATEMENT OF CONSOLIDATED INCOME (unaudited)
Three months ended Twelve months ended December 31, December 31, ------------------- ------------------ (in millions, except per share amounts) 1998 1997 1998 1997 ------- ------- ------- ------- Operating Revenues Pacific Gas and Electric Company $ 2,218 $ 2,401 $ 8,924 $ 9,495 Energy commodities and services 3,277 2,487 11,018 5,905 ------- ------- ------- ------ Total operating revenues 5,495 4,888 19,942 15,400 ------- ------- ------- ------ Operating Expenses Cost of energy for Pacific Gas and Electric Company 1,000 811 3,082 2,974 Cost of energy commodities and services 3,036 2,347 10,194 5,511 Operating expenses including depreciation 1,003 1,465 4,659 5,187 ------- ------- ------- ------- Total operating expenses 5,039 4,623 17,935 13,672 ------- ------- ------- ------- Operating Income 456 265 2,007 1,728 Interest expense and other (154) (81) (718) (464) ------- ------- ------- ------- Income Before Income Taxes 302 184 1,289 1,264 ------- ------- ------- ------- Income taxes 106 90 570 548 ------- ------- ------- ------- Net Income $ 196 $ 94 $ 719 $ 716 ======= ======= ======= ======= Weighted Average Common Shares Outstanding 383 419 382 410 Earnings Per Common Share, Basic and Diluted $ 0.51 $ 0.22 $ 1.88 $ 1.75 Dividends Declared Per Common Share $ 0.30 $ 0.30 $ 1.20 $ 1.20 Earnings per share information for PG&E Corporation's lines of business are as follows: Three months ended Twelve months ended December 31, December 31, ------------------- ------------------ 1998 (a) 1997 1998 (a) 1997 -------- ------- -------- ------- Utility Pacific Gas and Electric Company $ 0.45 $ 0.43 $ 1.82 $ 1.79 Wholesale U.S. Generating Company 0.09 - 0.28 (0.10) PG&E Gas Transmission -Texas (0.05) (0.05) (0.18) (0.06) -Northwest 0.05 0.02 0.17 0.10 PG&E Energy Trading (0.02) (0.02) (0.02) (0.05) Retail PG&E Energy Services (0.03) (0.03) (0.14) (0.07) Other 0.02 (0.13) (0.05) 0.14 ------- ------- ------- ------- Subtotal - Wholesale and Retail 0.06 (0.21) 0.06 (0.04) ------- ------- ------- ------- Total $ 0.51 $ 0.22 $ 1.88 $ 1.75 ======= ======= ======= ======= (a) Includes an allocation of interest and administrative and general costs incurred by PG&E Corporation, as parent company.
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